U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                         AMENDMENT NO. 1 TO FORM 10-QSB
              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934 For the
                     quarterly period ended August 31, 1999

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ________ to ________




                                   Dita, Inc.
             (Exact name of registrant as specified in its charter)


    Nevada                       0-27057                        33-0696051
- --------------           ------------------------             --------------
   (state of             (Commission File Number)              (IRS Employer
incorporation)                                                 I.D. Number)


                              6519 Fountain Avenue
                               Hollywood, CA 90028
                                  323-953-9565
          -------------------------------------------------------------
             (Address and telephone number of registrant's principal
               executive offices and principal place of business)






     As of August 31,  1999,  there were  3,142,530  shares of the  Registrant's
Common Stock, par value $0.01 per share, outstanding.

     Transitional Small Business Disclosure Format (check one): Yes     No X
                                                                   ---    ---






                         PART I - FINANCIAL INFORMATION

Item 1.        Financial Statements



                                   DITA, INC.
                                 BALANCE SHEETS




                                                                  08-31-99              02-28-99
                                                                 (Unaudited)            Audited
                                                                 ---------             ---------
                                                                                 
ASSETS

Current assets:
Cash                                                             $  15,364             $  65,822
Cash - restricted                                                    3,244                55,694
Accounts receivable - trade, net of allowance
  for doubtful accounts of $37,160 and $37,160,
  respectively                                                     105,633                71,249
Inventory                                                          132,931                71,587
Prepaid expenses                                                     2,163                20,103
                                                                 ---------             ---------

        Total current assets                                       259,335               284,455

Property and equipment, net of
  accumulated depreciation and amortization                         90,133                87,732

Other assets                                                         2,434                 2,434
                                                                 ---------             ---------

                                                                 $ 351,902             $ 374,621
                                                                 =========             =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses                            $ 288,921             $ 209,578
Advances from officers-stockholders                                 26,546                36,531
Note payable, bank                                                   4,762                19,000
Current maturities of obligations under
  capital lease                                                     14,600                14,600
                                                                 ---------             ---------

        Total current liabilities                                  334,829               279,709

Obligations under capital lease, less
  current maturities                                                16,883                17,869
                                                                 ---------             ---------

Stockholders' equity:
Common stock; $0.01 par value, 10,000,000 shares
  authorized, 3,140,000 shares issued and
  outstanding, respectively                                         31,400                31,400
Additional paid-in capital                                         613,339               613,339
Deficit                                                           (644,548)             (567,696)
                                                                 ---------             ---------

        Total stockholders' equity                                     190                77,043
                                                                 ---------             ---------

                                                                 $ 351,902             $ 374,621
                                                                 =========             =========









                       See notes to financial statements.

                                        2





                                               DITA, INC.
                                         STATEMENT OF OPERATIONS





                                 Three months ended       Three months ended         Six months ended           Six months ended
                                   August 31, 1999          August 31, 1998           August 31, 1999            August 31, 1998
                                  -----------------        -----------------         -----------------          -----------------
                                  Amount                   Amount                    Amount                  Amount
                                (Unaudited)   Percent    (Unaudited)   Percent     (Unaudited)   Percent   (Unaudited)     Percent
                                -----------   -------    -----------   -------     -----------   -------   -----------     -------
                                                                                                    
Net sales                       $  241,892    100.0%     $  198,907    100.0%      $  531,179    100.0%    $  525,245       100.0%

Cost of sales                      112,508     46.5          96,077     48.3          246,875     46.5        253,140        48.2
                                ----------    -----      ----------    -----       ----------    -----     ----------       -----

Gross profit                       129,384     53.5         102,830     51.7          284,303     53.5        272,105        51.8

Operating expenses                 205,889     85.1         129,823     65.3          361,155     68.0        256,929        48.9
                                ----------    -----      ----------    -----       ----------    -----     ----------       -----

Net income (loss)               $  (76,505)   (31.6)     $  (26,993)   (13.6)      $  (76,852)   (14.5)    $   15,176        (2.9)
                                ==========    =====      ==========    =====       ==========    =====     ==========       =====

Net income (loss) per share -
basic and diluted               $   (0.024)              $    (0.01)               $   (0.024)             $    0.005
                                ==========               ==========                ==========              ==========

Weighted average shares
outstanding - basic and diluted  3,140,000                2,623,311                 3,140,000               2,623,311
                                ==========               ==========                ==========              ==========
























                                   See notes to financial statements.


                                                    3





                                   DITA, INC.
                            STATEMENTS OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS




                                                           Six months ended August 31,
                                                          -------------------------------
                                                             1999                 1998
                                                          (Unaudited)          (Unaudited)
                                                          -----------          -----------
                                                                          
Cash flows provided by (used for)
operating activities:
  Net income (loss)                                       $ (76,852)            $  15,176
                                                          ---------             ---------

Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
  Depreciation and amortization                                 -                    -
  Provision for doubtful accounts                               -                      37
  Other                                                         -                    -

Changes in assets and liabilities:
(Increase) decrease in assets:
  Accounts receivable                                     $ (34,385)            $ (11,310)
  Inventory                                                 (61,344)              (14,922)
  Prepaid expenses                                           17,940                (1,335)

Increase (decrease) in liabilities -
  Accounts payable and accrued expenses                   $  84,863             $  24,493
                                                          ---------             ---------

        Total adjustments                                 $   7,074             $  (3,037)
                                                          ---------             ---------

        Net cash used for operating activities            $ (69,778)            $  12,139
                                                          ---------             ---------

Cash flows used for investing activities:
  Acquisition of property and equipment                   $  (2,400)            $  (4,008)
  Increase in other assets                                     -                     -
                                                          ---------             ---------

        Net cash used for investing activities            $  (2,400)            $  (4,008)
                                                          ---------             ---------

Cash flows provided by (used for)
financing activities:
  (Payments on) advances from
        officer-stockholders                              $  (9,985)            $    (903)
  (Payments on) proceeds from
        note payable                                        (19,000)                 -
  (Payments on) proceeds from other
        current liabilities                                    (757)                   14
  (Payments on) obligations under capital lease                (987)               (7,203)
  Proceeds from issuance of common stock                       -                  200,000
                                                          ---------             ---------

        Net cash provided by financing activities         $ (30,730)            $ 191,908
                                                          ---------             ---------

Net increase (decrease) in cash                           $(106,152)            $ 200,039
Net increase in cash-reserve                                  3,244                  -
Cash, beginning of year                                     121,516                17,806
                                                          ---------             ---------

Cash, end of year                                         $  18,608             $ 217,845
                                                          =========             =========








                                   See notes to financial statements.

                                                    4




                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        YEAR ENDED FEBRUARY 28, 1999 AND
                      INTERIM PERIOD ENDED AUGUST 31, 1999



(1)     Summary of Significant Accounting Policies:

        Business Activity:

               The  Company  is  a  wholesaler   of  unique,   alternative   and
               fashionable women's sunglasses and sells to retailers  throughout
               the United States, Japan and Europe.

        Use of Estimates:

               The  preparation  of  financial  statements  in  conformity  with
               generally accepted  accounting  principles requires management to
               make estimates and assumptions  that affect the reported  amounts
               of assets and liabilities and disclosure of contingent assets and
               liabilities  at the  date  of the  financial  statements  and the
               reported  amounts of revenues and expenses  during the  reporting
               period. Actual results could differ from those estimates.

        Fair Value:

               Unless  otherwise  indicated,  the fair  values  of all  reported
               assets and  liabilities  which  represent  financial  instruments
               (none of which are held for  trading  purposes)  approximate  the
               carrying values of such amounts.

        Cash:

               Equivalents
               -----------

               For  purposes of the  statement of cash flows,  cash  equivalents
               include  all  highly  liquid  debt   instruments   with  original
               maturities  of three  months or less which are not  securing  any
               corporate obligations.

               Concentration
               -------------

               The Company maintains its cash in bank deposit accounts which, at
               times, may exceed federally  insured limits.  The Company has not
               experienced any losses in such accounts.

        Inventory:

               Inventory is valued at the lower of cost (first-in, first-out) or
               market.


                                        5




                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        YEAR ENDED FEBRUARY 28, 1999 AND
                      INTERIM PERIOD ENDED AUGUST 31, 1999


(1)     Summary of Significant Accounting Policies, Continued:

        Income Taxes:

               Deferred  income taxes are reported  using the liability  method.
               Deferred  tax  assets are  recognized  for  deductible  temporary
               differences  and  deferred tax  liabilities  are  recognized  for
               taxable  temporary  differences.  Temporary  differences  are the
               differences   between   the   reported   amounts  of  assets  and
               liabilities and their tax bases.  Deferred tax assets are reduced
               by a valuation  allowance when, in the opinion of management,  it
               is more likely than not that some  portion or all of the deferred
               tax  assets  will  not  be  realized.  Deferred  tax  assets  and
               liabilities  are  adjusted for the effects of changes in tax laws
               and rates on the date of enactment (see Note 8).

        Net Loss Per Share:

               The  Company  has  adopted  Statement  of  Financial   Accounting
               Standard No. 128,  Earnings per Share ("SFAS No. 128"),  which is
               effective for annual and interim financial  statements issued for
               periods ending after  December 15, 1997.  SFAS No. 128 was issued
               to simplify  the  standards  for  calculating  earnings per share
               ("EPS")  previously in APB No. 15,  Earnings per Share.  SFAS No.
               128 replaces the  presentation of primary EPS with a presentation
               of basic EPS.  The new rules also require  dual  presentation  of
               basic and diluted EPS on the face of the statement of operations.
               Net  loss per  common  share is  computed  based on the  weighted
               average number of common shares outstanding.

        Unaudited Interim Financial Statements:

               In the  opinion  of the  Company's  management,  all  adjustments
               (consisting of normal  recurring  accruals)  necessary to present
               fairly the  Company's  financial  position as of August 31, 1999,
               and the results of  operations  and cash flows for the  six-month
               periods  ended August 31, 1999 and 1998 have been  included.  The
               results of operations  for the six-month  period ended August 31,
               1999,  are  not  necessarily  indicative  of  the  results  to be
               expected for the full fiscal year. For further information, refer
               to the financial statements and footnotes thereto included in the
               Company's  Form 10-SB filed for the year ended  February 28, 1999
               and 1998.


                                        6




                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        YEAR ENDED FEBRUARY 28, 1999 AND
                      INTERIM PERIOD ENDED AUGUST 31, 1999


(2)     Property and Equipment:



                                                  08-31-99        02-28-99
                                                  --------        --------
                                                            
               Display cases                      $ 76,254        $ 73,854
               Computers and software               34,939          34,939
               Furniture and fixtures                9,670           9,670
                                                  --------        --------

                                                   120,863         118,463
               Less accumulated depreciation
                      and amortization              30,731          30,731
                                                  --------        --------

                                                  $ 90,133        $ 87,732
                                                  ========        ========


(3)     Advances from Officer-Stockholders:

        This  amount  represents  the  unpaid  balance of  non-interest  bearing
        short-term  advances received from  officer-stockholders.  Such advances
        are unsecured and payable on demand.

(4)     Note Payable, Bank:

        The  Company has a line of credit with its bank in the amount of $55,000
        which was  secured  by a  collateral  savings  account  in the amount of
        $55,000.  As of July 16,  1999,  the line of credit was paid off and the
        secured savings account was released to the Company.

        Interest  paid on all corporate  borrowings,  exclusive of related party
        interest  and other bank  interest  amounted  to $798 for the year ended
        February 28, 1999.

(5)     Obligations under Capital Lease:

        The Company leases computer equipment,  software, lens cutters and trade
        show booths under the terms of a capital lease,  which is secured by the
        related equipment costing $41,440.  The following is a schedule by years
        of future  minimum lease  payments  required  under the capital  leases,
        together with the present value of the net minimum lease payments:


                                        7




                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        YEAR ENDED FEBRUARY 28, 1999 AND
                      INTERIM PERIOD ENDED AUGUST 31, 1999




               Year ending February 28,
                                                                     
                      2000                                              $14,600
                      2001                                               16,431
                      2002                                                1,438
                                                                        -------

               Present value of minimum lease payments                   32,469
               Less current maturities                                   14,600
                                                                        -------
                                                                        $17,869
                                                                        =======


        Interest expense for the year ended February 28, 1999 amounted to $3,492
        and for the six months ended August 31, 1999 amounted to $10,199.

(6)     Common Stock:

        Between  April  18,  1997 and July 10,  1997,  the  Company's  principal
        supplier  of  sunglasses,  who is also a  shareholder  and member of the
        Board of  Directors,  purchased  425,000  shares  of  common  stock  for
        $100,000.  Also, on April 18, 1997,  three  officer-stockholders  of the
        Company were issued a total of 275,000  shares for  services  previously
        provided on behalf of the Company.

        As of February 28, 1999 and 1998,  there were 92,900 shares  outstanding
        that had been sold  through a  December  1995  public  offering  made in
        reliance  upon an exemption  from  registration  under federal and state
        securities laws provided by Regulation D, Rule 504 of the Securities and
        Exchange Commission.

(7)     Related Party Transactions:

        The Company's principal supplier of sunglasses is also a shareholder and
        a member of the Board of Directors.  Total product  purchased  from this
        supplier  for the year ended  February 28, 1999 was  $313,746.  Accounts
        payable and  accrued  expenses at  February  28, 1999  include  $131,162
        payable to this supplier.  The Company also pays interest on outstanding
        accounts  payable  balances  at a rate of 9% per  year  to this  related
        party.

(8)     Income Taxes:

        For federal  income tax return  purposes,  the Company has available net
        operating loss  carryforwards  of  approximately  $556,000 and $381,000,
        which expire  through 2013 and 2012 and are  available to offset  future
        income tax  liabilities  for the years ended February 28, 1999 and 1998,
        respectively.

        Temporary  differences  which  give  rise to  deferred  tax  assets  and
        liabilities at February 28, 1999 are as follows:

                                        8




                                   DITA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        YEAR ENDED FEBRUARY 28, 1999 AND
                      INTERIM PERIOD ENDED AUGUST 31, 1999





                                                                   
               Net operating loss carryforwards         $ 226,548        $ 152,400
               Valuation allowance                       (226,548)        (152,400)
                                                        ---------        ---------

                      Net deferred taxes                $       -        $       -
                                                        =========        =========


(9)     Subsequent Event:

        The Company has had  discussions  with two companies  that would like to
        acquire  the  Company's  corporate  shell.  As of October 20,  1999,  no
        negotiations have been finalized and none are under way. Upon completion
        of any  such  proposed  sale,  the  Company  would  be  under  different
        management and would conduct a different business.  The present business
        of the Company would presumably be sold.

                                        9





Item 2.        Management's Discussion and Analysis of Financial Condition and
               Results of Operations

     The following  discussion and analysis  should be read in conjunction  with
the financial  statements and the accompanying notes thereto and is qualified in
its  entirety  by the  foregoing  and by  more  detailed  financial  information
appearing elsewhere. See "Item 1. Financial Statements."

     Financial  condition,   changes  in  financial  condition  and  results  of
     ---------------------------------------------------------------------------
operations - Second  Quarter of Fiscal Year 2000  Compared to Second  Quarter of
- --------------------------------------------------------------------------------
Fiscal Year 1999
- ----------------

     Dita's sales increased by $42,985 from $198,907 in the  three-month  period
ended  August 31, 1998  (Q2:1999)  to $241,892 in the  three-month  period ended
August  31,  1999  (Q2:2000)  a 21.6  percent  increase.  There  were,  however,
significant changes in the origin of these sales, as follows:



                                                       Q2:2000                      Q2:1999
                                                  --------------------         ---------------------
                                                                 Per-                         Per-
               Origin of Sales                      Amount       cent            Amount       cent
               ---------------                    ---------      -----          --------      -----
                                                                                   
               Optical                             $ 73,289       30.3          $ 50,082       25.2
               Boutique                              79,847       33.0           109,102       54.9
               Department store                      15,932        6.6            12,055        6.1
               International                         86,056       35.6            42,602       21.4
               Freight income                         2,378        1.0             2,744        1.4
               Defective merchandise                    (24)        .0                 0         .0
               Returns & exchanges                  (15,708)      (6.5)          (17,658)      (8.9)
               Discounts                                 14         .0              (397)       (.2)
               Interest income                          109         .0               377         .2
                                                   --------      -----          --------      -----

                      Totals                       $241,892      100.0          $198,907      100.0


     Of  particular   note  are  the  above   increases  in  optical  sales  and
international  sales and the decrease in boutique sales. The increase in optical
sales is  especially  healthy,  because  it  represents  the first  results of a
strategic  decision,  taken in the second  half of fiscal  year 1998,  to reduce
optical  sales to the mass  market - that is,  the "low end" of the  market - in
order to gain the  standing  needed to appeal to the "high  end" of the  market,
where the gross margin is higher.

     The above increase in international sales is attributed primarily to $5,726
in higher  sales in Canada and  $46,679 in sales in Japan.  As for  Canada,  our
distributor  there,  Overdrive,  is now  in its  third  year  distributing  Dita
products.  Overdrive reports an increase in brand awareness for our products, as
reported to it by Canadian  retail  shops.  As for Japan,  the Q2:2000  sales in
Japan  have no  comparable  sales  in  Q2:1998,  as we had not  yet  acquired  a
distributor for our products in Japan by the end of Q2:1999.

     The above  decrease in boutique  sales  essentially  represents  an earlier
delivery  in  Q1:2000  of  products  ordered  by  boutiques.  As is shown in the
subsequent  discussion of sales for the first half of fiscal year 2000, boutique
sales were flat for the first half of FY 2000 as compared with the first half of
FY 1999.


                                       10





     The cost of sales  increased  from  $96,077,  or 48.3 percent of sales,  in
Q2:1999 to $112,508,  or 46.5 percent of sales, in Q2:2000,  an increase of only
17.1 percent and a slight improvement when considered as a percentage of sales.

     Operating expenses,  however,  increased from $129,823 - or 65.3 percent of
sales - in Q2:1999 to  $205,889 - or 85.1  percent of sales - in  Q2:2000.  This
increase is due primarily to -

     o      an increase in  advertising  expense  from $625 or 0.3 percent of
            sales in Q2:1999 to $42,815 or 17.7  percent of sales in Q2:2000,
            the  increase  being  attributable  to  management's  decision to
            increase  our  marketing  efforts  in  order  to  increase  brand
            awareness of our products;

     o      an increase in travel expense from $1,305 or 0.7 percent of sales
            in Q2:1999 to $10,283  or 4.3  percent of sales in  Q2:2000,  the
            increase being  attributable  to our attending  three  additional
            trade shows during this period - one in Japan,  one in Australia,
            and one in London;

     o      an  increase  in  accounting  fees from  $4,400 or 2.2 percent of
            sales in Q2:1999 to $13,600 or 3.6  percent of sales in  Q2:2000,
            the increase being attributable to our having incurred our annual
            audit for FY 1998 in the first  quarter of FY 1999 and our annual
            audit for FY 1999 in the second quarter of FY 2000; and

     o      an increase in equipment leasing expense from $506 or 0.3 percent
            of sales in Q2:1999 to $6,694 or 2.8 percent of sales in Q2:2000,
            the  increase  being  attributable  to the  lease  of a new  lens
            cutting  machine,  that  helps  us  reduce  excess  inventory  by
            substituting lenses that will sell for lenses that will not sell,
            and the lease of a trade show booth used to promote  and sell our
            products at trade shows.

     Dita suffered a net loss from operations of $26,993 in Q2:1999,  which loss
increased  to a net loss of $76,505 in Q2:2000.  The  increases  in  advertising
expense and travel  expense alone account for more than the increase in net loss
from  operations.  These  increases  reflect  management's  decision to increase
consumer awareness of our brands, particularly in new markets.

     Our  accounts  receivable  increased  by $34,384 from $71,249 at the end of
fiscal year 1999 to $105,633 at the end of Q2:2000, and our accounts payable and
accrued  expenses  increased by $79,343  from  $209,578 at the end of FY 1999 to
$288,921 at the end of Q2:2000. A cash position of $65,822 at the end of FY 1999
was  reduced to $15,364 at the end of  Q2:2000,  but  inventory  increased  from
$71,587 at the end of FY 1999 to $132,931  at the end of Q2:2000.  Stockholders'
equity  decreased  from $77,043 at the end of FY 1999 to only $190 at the end of
Q2:2000.


                                       11





     Financial  condition,   changes  in  financial  condition  and  results  of
- --------------------------------------------------------------------------------
operations  - First Half of Fiscal  Year 2000  Compared  to First Half of Fiscal
- --------------------------------------------------------------------------------
Year 1999.
- ---------

     Sales in the first  half of FY 2000 were  comparable  to sales in the first
half of FY  1999 -  $531,179  compared  to the  earlier  $525,245.  There  were,
however, significant changes in the origin of these sales, as follows:



                                                    1st Half:2000                1st Half:1999
                                                                 Per-                         Per-
               Origin of Sales                      Amount       cent            Amount       cent
               ---------------                     --------      -----          --------      -----
                                                                                   
               Optical                             $158,674       29.9          $353,593       67.3
               Boutique                             156,524       29.5           154,323       29.4
               Department store                      35,080        6.6            15,718        3.0
               International                        224,709       42.3            53,703       10.2
               Freight income                         5,853        1.1             7,571        1.4
               Defective merchandise                    (24)        .0                 0         .0
               Returns & exchanges                  (50,327)      (9.5)          (59,709)     (11.4)
               Discounts                                 14         .0              (416)       (.1)
               Interest income                          676         .1               462         .1
                                                   --------      -----          --------      -----

                      Totals                       $531,179      100.0          $525,245      100.0


     Of particular  significance  is the above decrease in optical sales and the
increase in department store sales and international sales. After the first half
of FY 1999, management changed its marketing strategy for optical accounts. Dita
was having difficulty  penetrating the high-end optical market, where prices are
higher and gross  margins are higher than in the  lower-end  mass  market.  This
difficulty was attributable to high-end retailers'  awareness of the presence of
Dita's trade name in the mass market.  We  deliberately  eliminated  many of our
mass market accounts after the second half of FY 1999 in order to gain, in time,
the high-end business we seek.

     The above  increase in department  store sales  occurred  primarily  during
Q1:2000  and at the  Nordstrom  and  Barney  New York  stores  where  our  sales
representatives  conducted a monthly in-store promotion working with the stores'
sales staff selling products directly to customers.

     The above  increase  in  international  sales is  attributed  to $35,280 in
higher sales in Canada and $80,020 in sales in Japan. Our Canadian  distributor,
Overdrive,  considerably increased its distribution to Canadian optical accounts
through the  introduction  in Canada of our ophthalmic line that we released for
Canada in the first quarter of FY 2000.  Sales in Japan accounted for $80,000 of
the  above  increase  in  international  sales,  as we had  not yet  acquired  a
distributor for Japan by the end of the first half of FY 1999.

     The cost of sales decreased slightly from $253,140 or 48.2 percent of sales
in the first half of FY 1999 to $246,875  or 46.5  percent of sales in the first
half of FY 2000.

     Operating expenses increased by $104,226 from $256,929 - or 48.9 percent of
sales - in the first  half of FY 1999 to  $361,155 - or 68 percent of sales - in
the first half of FY 2000. The increase is due primarily to -

                                       12






     o      an increase in advertising  expense from $3,119 or 0.6 percent of
            sales in the first half of FH 1999 to $86,643 or 16.3  percent of
            sales  in  the  first  half  of  FY  2000,   the  increase  being
            attributable to  management's  decision to increase our marketing
            efforts in order to increase brand awareness of our products;

     o      an  increase  in travel  expenses  from  $2,776 or 0.5 percent of
            sales in the first half of FY 1999 to  $16,750 or 3.2  percent of
            sales  in  the  first  half  of  FY  2000,   the  increase  being
            attributable to our attending three additional trade shows during
            this period - one in Japan, one in Australia, and one in London;

     o      an increase in equipment leasing from $2,466 or 0.5 percent of
            sales in the first half of FY 1999 to $12,124 or 2.3 percent of
            sales in the first half of FY 2000, the increase being
            attributable to the lease of a new lens cutting machine, that
            helps us reduce excess inventory by substituting lenses that
            will sell for lenses that will not sell, and the lease of a
            trade show booth used to promote and sell our products at trade
            shows;

     o      an increase in legal fees from $10,788 or 2.1 percent of sales in
            the first half of FY 1999 to  $16,407 or 3.1  percent of sales in
            the first half of FY 2000,  the increase  being  attributable  to
            legal  advice and  representation  we sought in  connection  with
            overtures  made to us by two  companies,  each of which  proposed
            that we sell our present  sunglasses  business and sell to it our
            resulting corporate shell; and

     o      an  increase in  interest  expense  from $6,890 or 1.3 percent of
            sales in the first half of FY 1999 to  $10,199 or 1.9  percent of
            sales  in  the  first  half  of  FY  2000,   the  increase  being
            attributable  to the  institution  by Glance in May 1998 of a one
            percent a month  interest  charge on our  outstanding  balance to
            Glance,  which increase was not in effect the first two months of
            the first quarter of FY 1999.

     The above increases were offset, however, by several decreases in operating
expenses, primarily the following:

     o      a decrease in sales commissions expense from $61,715 or 11.7
            percent of sales in the first half of FY 1999 to $43,473 or 8.2
            percent of sales in the first half of FY 2000, the decrease
            being attributable to the decrease in optical sales - sales for
            which sales commissions are paid - and the increase in
            international sales - sales for which no commissions are paid as
            they are handled by our president, Troy Schmidt, who is a
            salaried employee; and

     o      a decrease in postage expense from $3,357 or 0.6 percent of sales
            in the first half of FY 1999 to $1,025 or 0.2 percent of sales in
            the first half of FY 2000, the decrease being attributable to our
            switching from FedEx to UPS for overnight  international  parcels
            and a new policy of billing our

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            international distributors for postage on all marketing
            materials and supplies sent to them.

     Dita  realized net income from  operations  of $15,176 in the first half of
1999 but a net loss from operations of $76,852 in the first half of FY 2000. The
increase in advertising and travel expenses account for more than the difference
in net operating results.

     Liquidity and Outlook.
     ---------------------

     We have been able to stay in operation only (1) from the services  provided
by Glance,  Inc., a manufacturer  of sunglasses  under the control of Bendar Wu,
the chairman of our board of directors,  which  company  funds and  warehouses a
considerable  portion of our inventory  and (2) from the proceeds  realized from
the sale of capital stock.

     With  respect to the sales of stock,  we  covered  our  $186,270  loss from
operations  in fiscal 1999 by the sale of $200,000 in capital  stock.  In fiscal
1999 we also borrowed  $19,000 on our bank line of credit.  We ended fiscal 1999
with $121,516 cash in the bank.

     By the end of the second  quarter of fiscal 2000 (August 31, 1999) our cash
position had fallen to $18,608 from $121,516 at the end of fiscal 1999.  Our net
loss from  operations  was  $76,852  during  the first  half of FY 2000,  but we
increased  our  inventory  by $61,344 and repaid debt of $9,985 to officers  and
$14,238 on our bank line of credit.

     Glance  provides  liquidity  as  follows:  standard  payment  terms  in our
industry are to provide a secured letter of credit to the  manufacturer  for the
entire amount of a purchase order  submitted.  The letter of credit matures upon
the manufacturer's  shipment of the product. Glance requires no letter of credit
or deposit of any type to secure a purchase  order from us. In addition,  Glance
takes shipment of the inventory ordered and warehouses it until we need it. Once
we order the inventory to be delivered from Glance's warehouse,  we have 30 days
to pay for it.

     We perceive the solution to our  continuing  losses to be an improvement in
our gross margin. The essential services provided by Glance, Inc. come at a cost
to us - they  increase  our  cost of  goods  sold  from 20 to 30  percent  above
industry standard. Yet, it is impossible to dispense with these services without
the cash to pay for and warehouse all our inventory. We are working on obtaining
lines of credit from lending  institutions that cater to small businesses.  When
we have exhausted these possibilities, we will attempt to obtain capital through
the sale of shares of common stock.

     Unfortunately,  our inability to demonstrate profitable operations makes it
difficult  to sell  capital  stock.  At this time,  we have not  identified  the
sources of additional  lines of credit or of equity capital we need to break out
of our dilemma. During the next six months, we need to increase our bank line of
credit from $45,000 to approximately $100,000 to help pay for the implementation
of new prescription glasses lines.

     Within the next  year,  though,  we need  additional  equity  capital or an
additional line of credit of  approximately  $150,000 to decrease our dependence
on Glance, Inc. and thereby improve our profit margins.

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                           PART II - OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K

(a)  Exhibits

     Exhibit 27           Financial Data Schedule*

     *Previously filed and incorporated herein by reference.

(b)  Forms 8-K

     None

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:  November 02, 1999                           Dita, Inc.



                                                   By/s/ Troy Schmidt
                                                     ---------------------------
                                                     Troy Schmidt, President and
                                                     Chief Financial Officer

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