ECHOCATH INC
10QSB/A, 1996-09-04
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                 FORM 10-QSB/A1

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

For the quarterly period ended May 31, 1996

                                       OR

(  ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

         Commission File Number :           0-27380
         EchoCath, Inc.
- --------------------------------------------------------------------------------
         (Exact Name of Small Business Issuer as specified in its charter)

                      New Jersey                                22-3273101
- -----------------------------------------------        --------------------
(State or Other Jurisdiction of Incorporation or        (I.R.S. Employer 
 Organization)                                           Identification No.)

             P.O. Box 7224, Princeton, NJ                       08543
- ----------------------------------------------         -------------------------
       (Address of Principal Executive Offices)              (Zip Code)

Issuer's Telephone Number, Including Area Code. . . (609) 987-8400


- --------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report

Check whether  Issuer (1) has filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                YES            X           NO   
                            -------             -------
State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest practical date: 
CLASS OF COMMON EQUITY                            OUTSTANDING AT MAY 31, 1996 
Class A Common Stock (No Par Value)                               1,610,000 
Class B Common Stock (No Par Value)                               1,500,000

Transitional Small Business Disclosure Format (check one)

                YES                        NO       X
                           -------              -------


ITEM 2:     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATION

RESULTS OF OPERATION
____________________

Nine Months Ended May 31, 1995 and 1996

Product  Sales : The  Company had no product  sales  revenue for the nine months
ending May 31, 1996 and 1995,  but the Company did recognize  revenue of $38,449
in third  quarter  of fiscal  1996 from a phase 1 SBIR  grant  that the  Company
anticipates will generate total revenue of $98,000 by September 30, 1996.

Cost of  Sales : The  Company  determined  that it may  not  have  obtained  all
necessary  vendor  documentation  on  approximately  24% of its inventory.  As a
result,  $38,881 was charged to operations.  Expenses related to SBIR grant were
$38,449.  The  balance  of the cost of sales of $5,138  was  inventory  that was
classified as demonstration inventory during the quarter.

Research and  Development : R & D expenses  increased 26% during the nine months
because of the  establishment of the Medical Advisors Board, the addition of new
personnel in the third quarter,  additional  materials  purchased as a result of
post Initial Public Offering increase in activity,  and building operating costs
were higher as a result of the severe  winter.  R & D expense also  included the
repurchase  of certain  technology  rights for  $575,000  that is  recorded in a
separate  line in the  Statement  of  Operations  as of May 31,  1996  without a
comparable expense for May 31, 1995.

Selling,  General and Administrative  Expenses : S, G & A expenses increased 73%
during  the nine  months  because of a  significant  increase  in legal  expense
relating to various  corporate  matters,  the addition of the Co-Chairman of the
Board of Directors, and an increase in insurance expense because of the addition
of Directors and Officers Insurance Coverage.

LIQUIDITY AND CAPITAL RESOURCES
_______________________________

As a result  of its  initial  public  offering,  the  company  had cash and cash
equivalents  of  $3,014,122  as of May 31, 1996.  The Company  believes that its
existing  capital  resources  will enable it to maintain its current and planned
operation for at least 12 months from the date of this report.

PART II: OTHER INFORMATION
         _________________

Item 6:      Exhibits and Reports on Form 8-K
             ________________________________

               A)  Exhibits
                   Exhibit 27 - Financial Data Schedule

               B)  Reports:

             There  were no reports  on form 8-K filed  during the  quarter
ended May 31, 1996.



<PAGE>



                                   SIGNATURES
                                   __________

Pursuant to the  requirements  of the Exchange Act, the  registrant  caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:    September 3, 1996

                                EchoCath, Inc.
                                -------------------------------------
                                (Registrant)

                                 By:  /s/ Frank DeBernardis
                                      _________________________
                                      Frank DeBernardis
                                      President, Chief Executive Officer,
                                      Principal Financial and Accounting Officer


<TABLE> <S> <C>

<ARTICLE>                       5
<LEGEND>            This schedule contains summary financial information
                    extracted from the Company's Balance Sheet at May 31, 1996
                    and Nine Months income statements ending May 31, 1996
                    and is qualified in its entirely by reference to such 
                    financial statements.
</LEGEND>
<MULTIPLIER>        1
<CURRENCY>          U.S. DOLLARS
       
<S>                 <C>
<FISCAL-YEAR-END>   AUG-31-1996
<PERIOD-END>        MAY-30-1996
<PERIOD-TYPE>       9-MOS
<EXCHANGE-RATE>     1
<CASH>                                                                 3,014,122
<SECURITIES>                                                                   0
<RECEIVABLES>                                                            124,015
<ALLOWANCES>                                                                   0
<INVENTORY>                                                              118,681
<CURRENT-ASSETS>                                                       3,369,436
<PP&E>                                                                   400,006
<DEPRECIATION>                                                           213,304
<TOTAL-ASSETS>                                                         3,824,231
<CURRENT-LIABILITIES>                                                    404,042
<BONDS>                                                                        0
                                                          0
                                                                    0
<COMMON>                                                               9,566,012
<OTHER-SE>                                                           (7,563,414)
<TOTAL-LIABILITY-AND-EQUITY>                                           3,824,231
<SALES>                                                                   38,449
<TOTAL-REVENUES>                                                          38,449
<CGS>                                                                     80,468
<TOTAL-COSTS>                                                             80,468
<OTHER-EXPENSES>                                                               0
<LOSS-PROVISION>                                                               0
<INTEREST-EXPENSE>                                                       16,090 
<INCOME-PRETAX>                                                      (2,288,096)
<INCOME-TAX>                                                                   0
<INCOME-CONTINUING>                                                  (2,288,096)
<DISCONTINUED>                                                                 0
<EXTRAORDINARY>                                                                0
<CHANGES>                                                                      0
<NET-INCOME>                                                         (2,288,096)
<EPS-PRIMARY>                                                             (1.83)
<EPS-DILUTED>                                                             (1.83)
        

</TABLE>


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