<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------------------- -------------------------
Commission File Number: 0-26972
--------------------------------------------------------
SWISSRAY International, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 16-0950197
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Gary B. Wolff, P.C., 747 Third Avenue, New York, NY 10017
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
New York (212) 644-6446 Switzerland 011 41 41 919 90 50
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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.
[x] Yes (1) [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's class of
common stock, as of the latest practicable date.
The number of shares outstanding of each of the registrant's classes of common
stock, as of May 13, 1996 is 13,135,066 shares, all of one class of $.01 par
value common stock.
(1) The Company filed a Form 10-SB Registration Statement with the
Securities & Exchange Commission ("SEC") on October 11, 1995 in order
to register its securities under Section 12(g) of the Securities
Exchange Act of 1934 ("Act") and became subject to Reporting
Requirements of the Act 60 days thereafter.
1
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I
Item 1. Financial Statements F1-F5
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations and Plan of Operations 3-7
PART II
Item 1. Legal Proceedings 8
Item 2. Changes in Securities 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a
Vote of Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
Signatures 9
</TABLE>
2
<PAGE> 3
May 10, 1996 SWISSRAY INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
March 31, June 30,
1996 1995
----------- -----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 2,767,666 $ 2,676,826
Accounts receivable, net of allowance for
doubtful accounts of $223,256
(March 1996) and $73,137 (June 1995) 4,187,126 2,840,212
Receivables - other 21,347 22,138
Inventories 3,762,040 1,492,443
Prepaid expenses and sundry receivables 311,745 99,017
----------- -----------
TOTAL CURRENT ASSETS 11,049,924 7,130,636
----------- -----------
PROPERTY AND EQUIPMENT, at cost, net of
accumulated depreciation of $181,167
(March 1996) and $92,512 (June 1995) 707,405 347,699
----------- -----------
OTHER ASSETS:
Due from stockholders 305,246 154,114
Due from officers - 4,354
Due from affiliates 218,885 221,268
Licensing agreement, net of accumulated
amortization of $248,328 (March 1996) 4,718,247 4,966,575
Patents and trademarks, net of accumulated
amortization of $15,204 (March 1996) 218,969 202,710
----------- -----------
TOTAL OTHER ASSETS 5,461,347 5,549,021
----------- -----------
TOTAL ASSETS $17,218,676 $13,027,356
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 690,254 $ 87,070
Notes payable, banks 2,211,644 2,709,965
Loan payable 235,378 157,375
Accounts payable 3,395,167 2,671,627
Accrued expenses 767,556 280,652
Customer deposits 180,459 38,799
----------- -----------
TOTAL CURRENT LIABILITIES 7,480,458 5,945,488
----------- -----------
LONG-TERM DEBT, less current maturities - 705,035
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; authorized 15,000,000 shares, issued and
outstanding 13,235,064 shares at March 31, 1996 and
12,035,064 shares at June 30, 1995 132,351 120,351
Additional paid-in capital 18,018,997 12,719,998
Accumulated deficit (7,646,744) (6,027,336)
Cumulative foreign currency translation adjustment (766,386) (436,180)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 9,738,218 6,376,833
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $17,218,676 $13,027,356
=========== ===========
</TABLE>
See note to financial statement.
F1
<PAGE> 4
SWISSRAY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
March 31, March 31,
------------------------ -------------------------------
1996 1995 1996 1995
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
NET SALES $ 7,726,869 $6,167,804 $ 1,791,184 $ 965,811
COST OF SALES 3,851,582 3,528,957 785,197 433,148
----------- ---------- ----------- ----------
GROSS PROFIT 3,875,287 2,638,847 1,005,987 532,663
----------- ---------- ----------- ----------
OPERATING EXPENSES:
Salaries - officers 291,214 203,439 79,106 75,813
Salaries 1,780,064 1,362,906 647,341 467,226
Selling 844,137 426,582 230,803 149,695
Research and development 819,761 116,542 299,912 54,337
General and administrative 903,101 118,424 376,056 42,994
Other operating expenses 530,212 631,095 95,880 230,349
Bad debts 158,245 223,084 - -
Depreciation and amortization 352,187 36,516 189,372 14,490
----------- ---------- ----------- ----------
TOTAL OPERATING EXPENSES 5,678,921 3,118,588 1,918,470 1,034,904
----------- ---------- ----------- ----------
LOSS BEFORE OTHER INCOME
(EXPENSES) AND INCOME TAXES (1,803,634) (479,741) (912,483) (502,241)
OTHER INCOME (EXPENSES) 184,226 (112,946) 60,565 (35,394)
----------- ---------- ----------- ----------
LOSS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES (1,619,408) (592,687) (851,918) (537,635)
INCOME TAXES - 24,112 - -
----------- ---------- ----------- ----------
NET LOSS $(1,619,408) $ (616,799) $ (851,918) $ (537,635)
=========== ========== =========== ==========
LOSS PER COMMON SHARE $ (.13) $ (.08) $ (.06) $ (.07)
=========== ========== =========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 12,669,234 7,850,064 13,235,064 7,850,064
=========== ========== =========== ==========
</TABLE>
See note to financial statement.
F2
<PAGE> 5
SWISSRAY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED MARCH 31, 1996 AND 1995
<TABLE>
<CAPTION>
Cumulative
Foreign
Additional Currency
Common Stock Paid-in Accumulated Translation
Shares Amount Capital Deficit Adjustment Total
<S> <C> <C> <C> <C> <C> <C>
BALANCE - June 30, 1994 (unaudited) 7,850,064 $ 78,501 $ 1,911,848 $(2,542,027) $ (69,749) $ (621,427)
For the nine months ended March 31, 1995:
Foreign currency translation adjustment - - - - (171,266) (171,266)
Net loss for the period - - - (616,799) - (616,799)
---------- -------- ----------- ----------- --------- -----------
BALANCE - March 31, 1995 (unaudited) 7,850,064 $ 78,501 $ 1,911,848 $(3,158,826) $(241,015) $(1,409,492)
========== ======== =========== =========== ========= ===========
BALANCE - June 30, 1995 12,035,064 $120,351 $12,719,998 $(6,027,336) $(436,180) $ 6,376,833
For the nine months ended March 31, 1996:
Issuance of common stock for cash 1,200,000 12,000 5,198,999 - - 5,210,999
Additional paid-in capital - - 100,000 - - 100,000
Foreign currency translation adjustment - - - - (330,206) (330,206)
Net loss for the period - - - (1,619,408) - (1,619,408)
----------- -------- ----------- ----------- --------- -----------
BALANCE - March 31, 1996 (unaudited) 13,235,064 $132,351 $18,018,997 $(7,646,744) $(766,386) $ 9,738,218
=========== ======== =========== =========== ========= ===========
</TABLE>
See note to financial statement.
F3
<PAGE> 6
SWISSRAY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,619,408) $ (616,799)
Adjustments to reconcile net loss
to net cash from operating activities:
Depreciation and amortization 352,187 36,516
Foreign currency translation 14,678 (185,490)
(Increase) decrease in operating assets:
Accounts receivable (1,346,914) 351,715
Receivables - other 791 (37,550)
Inventories (2,269,597) 625,813
Prepaid expenses and sundry receivables (212,728) (50,302)
Increase (decrease) in operating liabilities:
Accounts payable 723,540 (146,598)
Accrued expenses 486,904 5,428
Customer deposits 141,660 6,651
----------- ----------
NET CASH USED BY OPERATING ACTIVITIES (3,728,887) (10,616)
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (448,361) (104,032)
Expenditures for patents and trademarks (31,463) -
Repayments from (advances to) affiliates 2,383 (18,605)
----------- ----------
NET CASH USED BY INVESTING ACTIVITIES (477,441) (122,637)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term borrowing 500,549 200,000
Principal payments of short-term debt (1,007,572) (10,429)
Principal payments of long-term debt (15,146) (49,275)
Issuance of stock for cash 5,310,999 -
Advances to stockholder (151,132) (83,968)
Advances to officer 4,354 -
----------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 4,642,052 56,328
----------- ----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (344,884) 14,224
----------- ----------
NET INCREASE (DECREASE) IN CASH 90,840 (62,701)
CASH - beginning of period 2,676,826 132,112
----------- ----------
CASH - end of period $ 2,767,666 $ 69,411
=========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Cash paid during period for:
Interest $ 166,064 $ 177,759
=========== ==========
Income taxes $ - $ 24,112
=========== ==========
</TABLE>
See note to financial statement.
F4
<PAGE> 7
SWISSRAY INTERNATIONAL, INC.
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10- Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating
results for the three and nine month periods ended March 31, 1996
are not necessarily indicative of the results that may be expected
for the year ending June 30, 1996. The unaudited consolidated
financial statements should be read in conjunction with the
consolidated financial statements and footnotes thereto included
in the Company's Form 10 for the six months ended June 30, 1995.
F5
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS AND PLAN OF OPERATION
BACKGROUND
The Company, operating through its subsidiaries (i.e., its wholly owned
subsidiary, SR-Medical AG, and the latter's wholly owned subsidiaries, Teleray
AG (a Swiss corporation) and SR-Medical GmbH (a German corporation), is engaged
in the diagnostic X-ray medical equipment market, wherein it develops, assembles
and sells worldwide, both directly and indirectly under its label SWISSRAY as
well as to Original Equipment Manufacturers (OEM) partners, X-ray units and
accessories. It has recently developed a new digital imaging processing system
called "SwissVision" designed to enhance X-ray diagnosis with computer
assistance specifically by integrating computer technology with radiology in
order to support the radiologist in diagnostic functions utilizing a Digital,
recently developed, Add-on Bucky which allows for direct digitalization of the
radiology process (and eliminates the need for the use and subsequent storage
and/or retrieval of X-ray film).
On October 11, 1995 the Company filed a Form 10-SB Registration
Statement with the Securities & Exchange Commission ("SEC") under the Securities
Exchange Act of 1934 (the "Act") in order to register its securities under
Section 12(g) of the Act and the Company thereafter became subject to the
reporting requirements of the Act. For further and more specific information
regarding the Company and its then business operations and related matters,
reference is made to such Registration Statement as filed with the SEC in
Washington, D.C. under Commission File No. 0-26972.
COMPARATIVE INFORMATION
This discussion summarizes the significant factors affecting the
consolidated operating results, financial condition and liquidity/cash flows of
SWISSRAY International, Inc. during the one year period ended June 30, 1995, the
subsequent nine month period ended March 31, 1996 and the comparative (a) nine
month periods ended March 31, 1996 and March 31, 1995 and (b) three month
periods ended March 31, 1996 and March 31, 1995. The Company changed its year
end from calendar year ended December 31 to fiscal year ended June 30. This
discussion should be read in conjunction with the consolidated financial
statements and note thereto included in this report. Such consolidated financial
statements for all periods presented include the accounts of the Company, SR
Medical AG, Teleray AG and SR Medical GmbH.
Net sales for the nine months ended March 31, 1996 were $7,726,869 as
compared to net sales of $6,167,804 (i.e. an approximate 25% increase) for the
nine month period ended March 31, 1995, while cost of sales increased from the
comparative preceding nine month period ended March 31, 1995 from $3,528,957 to
$3,851,582 resulting in a gross profit for the nine month period
3
<PAGE> 9
ended March 31, 1996 of $3,875,287 as compared to $2,638,847 for the comparative
nine month period ended March 31, 1995. Operating expenses increased by
$2,560,333 (from $3,118,588 to $5,678,921 during the comparative nine month
periods) primarily as a result of increases during the nine month period ended
March 31, 1996 in salaries - $504,933, selling expenses - $417,555, research and
development - $703,219, general and administrative -$784,677 and depreciation
and amortization - $315,671 while decrease in operating expenses resulted from a
$64,839 decrease in bad debts and a $100,883 decrease in other operating
expenses. Primarily as a result of the above (and after taking into account the
increase in other income of $297,172), loss from continuing operations before
income taxes increased from $(592,687) to $(1,619,408); an increase of
$1,026,721; approximately 68% of which can be accounted for as a result of the
aforesaid significant increase in expenditures relating to research and
development. Other significant increases in general and administrative expenses
as well as in salaries and selling expenses may similarly be attributed, in
large part, to marketing efforts principally with respect to the Company's
Add-on Bucky and related products and the Company's efforts regarding upgrading
and installation of Company computers and equipment.
Net sales for the three month period ended March 31, 1996 were
$1,791,184 as compared to net sales of $965,811 for the comparative three month
period ended March 31, 1995, while cost of sales increased from the comparative
three month period ended March 31, 1995 from $433,148 to $785,197 resulting in a
gross profit for the three month period ended March 31, 1996 of $1,005,987 as
compared to $532,663 for the comparative three month period ended March 31,
1995. Operating expenses increased by $883,566 (from $1,034,904 to $1,918,470
during the comparative three month periods) primarily as a result of increases
during the three month period ended March 31, 1996 in salaries - $183,408,
selling expenses - $81,108, research and development - $245,575, general and
administrative - $333,062 and depreciation and amortization - $174,882 while the
only decrease in operating expenses resulted from a $134,469 decrease in bad
debts. Primarily as a result of the above (and after taking into account the
increase in other income of $95,959) loss from continuing operations before
income taxes increased from $(537,635) to $(851,918); an increase of $314,283.
Total assets of the Company at the nine month period ended March 31,
1996 and fiscal year ended June 30, 1995 were $17,218,676 and $13,027,356
respectively; an increase of $4,191,320. Total current assets increased by
$3,919,288 as a result of increases in cash of $90,840, accounts receivable of
$1,346,914, inventories of $2,269,597 and prepaid expenses and sundry
receivables of $212,728 offset by a minor decrease in receivables to other of
$791. In addition to the aforesaid increase in current assets of $3,919,288,
property and equipment increased by $359,706 and due from stockholders increased
by $151,132 while licensing agreement net of accumulated amortization decreased
by $248,328 thereby primarily
4
<PAGE> 10
accounting for the principal difference between total assets for the comparative
periods ended June 30, 1995 and March 31, 1996; i.e. the aforesaid increase of
$4,191,320.
Total current liabilities of the Company at the nine month period ended
March 31, 1996 and fiscal year ended June 30, 1995 were $7,480,458 and
$5,945,488 respectively. The increase of $1,534,970 in total current liabilities
is primarily attributable to an increase in current maturities in long term debt
- - $603,184, loan payable - $78,003, accounts payable - $723,540, accrued
expenses - $486,904 and customer deposits - $141,660 offset by a decrease in
notes payable, banks of $498,321.
Working capital at March 31, 1996 was $3,569,466 as compared to working
capital of $1,185,148 at June 30, 1995; an increase of $2,384,318 (primarily for
the reasons heretofore indicated directly above).
Management believes that the principal reason for the significant
increase in accounts receivable as of March 31, 1996 as compared to June 30,
1995 was due principally to the fact that a substantial portion of sales for the
nine month period ended March 31, 1996 was shipped and invoiced in late 1995.
The functional currencies of SR Medical AG and Teleray AG (Swiss
corporations) are Swiss Francs while the functional currency of SR Medical GmbH
(a German corporation) is German Marks. Gains and losses resulting from foreign
currency transactions which are included in operations have been insignificant
for all periods reported. However, the effects of exchange rate fluctuations on
translating foreign currency assets and liabilities and results of operations
from functional currency to Unites States dollars has been significant. The
cumulative foreign currency translation adjustment (loss) to stockholders'
equity has increased from $(436,180) at June 30, 1995 to $(766,386) at March 31,
1996. As at March 31, 1996 conversion rate of SFr. to U.S. dollars was on the
basis of 1 SFR for US$0.8396.
The Company does not anticipate any significant changes in the number
of its employees. If and to the extent that further employees are required
within specific areas same may be hired on a project by project basis. However,
no formal plans with regard to hiring of any significant number of additional
employees currently exists.
FINANCING
Raising of capital required to finance the proposed growth out of cash
flow over an approximate 5 year period has been recently accomplished (to a
significant degree) through sale of Company securities in the manner heretofore
indicated in Part II, Item 4 of the Company's Form 10-SB Registration Statement
in that during the month of June, 1995, the Company issued 2,000,000 shares of
common
5
<PAGE> 11
stock for an aggregate cash consideration of $4,000,000 and subsequently (during
the six month period ended March 31, 1996) issued an additional 1,200,000 shares
of its common stock for an aggregate cash consideration of $5,210,999.
The Company continues to maintain lines of credit with various
financial institutions and as at March 31, 1996 had an outstanding balance due
of $2,211,644 as compared to $2,709,965 at June 30, 1995; a reduction in notes
payable, banks of $498.321.
From time to time certain Company stockholders, officers and/or
affiliates have received sums of money from the Company as unsecured advances.
The balance due to the Company, as at March 31, 1996 was $524,131.
When considering the fact that working capital as of March 31, 1996
amounted to $3,569,466 management of the Company does not envision any
immediately foreseeable material liquidity and/or capital resource problems.
Management does not anticipate any significant long term liquidity needs and
anticipates being able to finance long term operations through income derived
from sale of its new (Add-on Bucky and related SwissVision) products as briefly
summarized in the paragraph directly below wherein certain information regarding
backlog and/or order confirmation and/or existing contractual agreements are
referred to. However, if an unforeseen need arises, management contemplates
being able to satisfy same through an as yet undetermined combination of debt or
equity financing, bank loans and receivable financing.
BACKLOG AND PROJECTIONS
Individual order confirmations and approval from the Swiss Federal
Office for Foreign Economic Affairs both for the delivery of conventional
Company x-ray equipment amounted to $9,957,390. In addition to the conventional
equipment orders indicated herein, the Company's May 1995 Representative
Agreement obligates the Representative to provide sales orders for 110 units of
the digital Add-on Bucky devices for $23,089,000; a combined total of
$33,046,390 (as at March 31, 1996). Management expects that all these orders
will be fulfilled within a period of twelve to sixteen months.
Based on backlog and the timing of fulfillment, management projects the
Company's financial statement for the fiscal year ended June 30, 1996 will
indicate a loss despite increased revenues estimated at $11,000,000 (an increase
of approximately 35% from the previous year based entirely on sale of`
conventional x-ray equipment) due principally to later than expected deliveries
of Add-on Buckys, which will not be delivered in any significant numbers prior
to the second half of 1996. The reason for such later than anticipated delivery
has been attributed to the fact that certain components contracted to be
produced by unaffiliated manufacturers were not delivered in as timely a manner
as initially
6
<PAGE> 12
promised and contracted for. All conventional x-ray equipment has been delivered
in accordance with Company expectations and certain additional anticipated large
scale orders for conventional x-ray equipment have not, as yet, been finalized
but remain under active negotiations.
The first installation of the Company's Add-on Bucky was effectuated in
April-May 1996 and is currently fully operational in the Radiology Department of
a hospital located in Langenthal, Switzerland. As a result of such successful
installation, management anticipates additional installations will be made in
the near future at comparable facilities and other reference sites in different
countries. Management expects to receive significant orders for Add-on Bucky and
SwissVision in the coming month(s) and further expects to be able to commence
significant deliveries in the last quarter of this year. It is expected that
these anticipated deliveries will result in substantially increased revenues and
a corresponding increase in profit margins.
Management believes that at the present time there is no significant
competition for the Company's Add-on Bucky within its designated market segment.
At the recent Radiological Society of North American show, only one other firm
was exhibiting a product for filmless digitalization of a x-ray image but did
not expect to commence marketing prior to 1998/99, thereby leaving the Company
with an approximate two year market lead advantage. Management expects that the
technological developments incorporated in its Add-on Bucky will enable the
Company to eventually become a leading supplier of both conventional and digital
x-ray systems for hospitals, small and medium sized radiology centers and/or
individual doctors.
Management is currently evaluating certain potential strategic
relationships within the U.S. with certain multinational companies who have
expressed an interest in the Company's digital imaging systems. Successful
culmination of ongoing negotiations would enable the Company to sell its
products under its own brand name, through partnerships and/or joint ventures
and/or through OEM Partners thereby potentially opening more markets to the
Company than currently exist. At the same time, and throughout Europe and Asia,
the Company intends to continue to develop its relationships within its own
marketing network and with additional OEM Partners.
7
<PAGE> 13
PART II
Item 1. Legal Proceedings - *
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a
Vote of Security Holders - None
Item 5. Other Information - None *
Item 6. Exhibits and Reports on Form 8-K - None
* Reference is herewith made to Form 10-SB Registration Statement and
financial statements and exhibits included therein as initially filed
with the Commission (October 11, 1995) and subsequently amended on two
occasions; the full contents of which are herewith incorporated by
reference in accordance with Rule 12b-23 of the General Rules and
Regulations under the Securities Exchange Act of 1934; such
incorporation by reference including, but not being limited to,
response contained in Item 2 "Legal Proceedings" of such Form 10-SB
Registration Statement.
8
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SWISSRAY International, Inc.
By /Josef Laupper/
---------------------------------------
Josef Laupper, Secretary and
Director
Dated: May 18, 1996
9
<PAGE> 15
EXHIBIT INDEX
Exhibit No. Description
---------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from (a)
Consolidated Balance Sheets, Consolidated Statement of Operations, Consolidated
Statement of Stockholders Equity and Consolidates Statement of Cash Flows.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 2,767,666
<SECURITIES> 0
<RECEIVABLES> 4,410,382
<ALLOWANCES> 223,256
<INVENTORY> 3,762,040
<CURRENT-ASSETS> 11,049,924
<PP&E> 888,572
<DEPRECIATION> 181,167
<TOTAL-ASSETS> 17,218,676
<CURRENT-LIABILITIES> 7,480,458
<BONDS> 0
0
0
<COMMON> 132,351
<OTHER-SE> 9,605,867
<TOTAL-LIABILITY-AND-EQUITY> 17,218,676
<SALES> 7,726,869
<TOTAL-REVENUES> 7,726,869
<CGS> 3,851,582
<TOTAL-COSTS> 3,851,582
<OTHER-EXPENSES> 5,520,676
<LOSS-PROVISION> 158,245
<INTEREST-EXPENSE> 166,064
<INCOME-PRETAX> (1,619,408)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,619,408)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,619,408)
<EPS-PRIMARY> (.13)
<EPS-DILUTED> (.13)
</TABLE>
