BSD MEDICAL CORP
10QSB, 1996-07-12
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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             U.S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                
                          FORM 10 - QSB
                                
       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

          For the Quarterly Period Ended May 31, 1996.
                                
                                
                 Commission file number 0-10783
                                
                     BSD MEDICAL CORPORATION
                                
                                
           DELAWARE                     75-1590407
   (State of Incorporation)(IRS Employer Identification Number)
                                
                                
     2188 West 2200 South
     Salt Lake City, Utah                 84119
(Address of principal executive offices)(Zip Code)
                                
         Registrant's telephone number:  (801) 972-5555

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.

                  YES   [  ]         NO       [X]

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

            Class              Outstanding as of July 12, 1996
 Common stock, $.01 Par Value           16,177,004


Transitional Small Business Disclosure Format (Check  one): Yes [  ]  No [X]

<PAGE>                                
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
                                
<TABLE>
                                
             BSD MEDICAL CORPORATION AND SUBSIDIARY
              CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                     As of:
                                         May 31, 1996    August 31, 1995
                                          (Unaudited)     (Unaudited)
___________________________________________________________________________                             
<S>                                        <C>              <C>
ASSETS                                     
Current Assets                               
 Cash and Cash Equivalents                     52,455            46,124
                                             
 Receivables:                                
   Trade Accounts                             104,621           110,978
   Employee and other Receivables               8,103             7,771
   Allowance for doubtful accounts            (10,000)          (10,000)
                                           ___________       ___________
     Total Net Receivables                    102,724           108,749
                                             
 Inventories:                                
   Raw Materials                              164,331           196,589
   Work-in-Process                            247,698           247,527
   Finished Goods                              78,938            79,048
   Inventory Reserve                          (20,000)          (20,000)
                                           ___________       ___________
     Total Net Inventories                    470,967           503,164
                                             
 Prepaid Expenses and other assets             15,266            29,890
                                           ___________       ___________
Total Current Assets                          641,412           687,927
                                             
Property and Equipment                       
 Furniture and Fixtures                       297,743           297,743
 Equipment                                    468,648           466,234
 Building                                     415,300           415,300
 Reserve for Impairment                      (181,534)         (181,534)
                                           ___________       ___________
   Total property and equipment             1,000,157           997,743
     Less accumulated depreciation           (747,711)         (732,384)
                                           ___________       ___________
Net property and equipment                    252,446           265,359
                                             
Other assets, principally patents,                    
at cost, less accumulated amortization        244,706           241,018
                                           ___________       ___________
Total assets                                1,138,564         1,194,304

</TABLE>

See accompanying notes to condensed consolidated financial
statements.


<PAGE>
<TABLE>
<CAPTION>
                                                      As of:
                                          May 31, 1996    August 31, 1995
                                           (Unaudited)      (Unaudited)
                             
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                       <C>                <C>
Current Liabilities                          
 Notes Payable                                 75,772           129,348
 Accrued Payroll and Commissions              231,589           196,712
 Accounts Payable                             199,292           155,870
 Customer Deposits                            189,859           172,427
 Warranty Reserves                             48,574            56,224
 Accrued Expenses                              79,867           165,764
 Deferred Income                              114,519           103,419
 Accrued Dividends                                 90                90
                                           ___________       ___________
Total Current Liabilities                     939,562           979,854
                                             
Long-Term Debt                                583,898           622,607
 Less Current Portion                         (95,876)          (95,876)
                                           ___________       ___________
Total Liabilities                           1,427,584         1,506,585
                                             
                             
STOCKHOLDERS' EQUITY

Series A Preferred Stock, $1.00 par 
value; authorized 5,000 shares;
issued and outstanding no shares at
August 31, 1995, and May 31,1996                    0                 0

Series B Preferred Stock, $1.00 par 
value; authorized 2,500 shares;  
issued and outstanding no shares at
August 31, 1995, and May 31, 1996                   0                 0

Common Stock, $.01 par value;                 
authorized 20,000,000 shares;                
issued and outstanding 16,177,004 
shares at August 31, 1995, and 
May 31, 1996                                  161,770           161,770

Additional Paid-in-Capital                 18,979,326        18,979,326
Accumulated Deficit                       (19,414,405)      (19,433,467)
Common stock in treasury, 91,448 
shares at August 31, 1995, and 71,448 
shares at May 31, 1996, at cost               (15,711)          (19,911)
                                           ___________       ___________
Net Stockholders' Equity                     (289,020)         (312,282)
                                           ___________       ___________
Total Liabilities and Equity                1,194,303         1,138,564

</TABLE>
See accompanying notes to condensed consolidated financial
statements.

<PAGE>
<TABLE>
             BSD MEDICAL CORPORATION AND SUBSIDIARY
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)
                                
                                
<CAPTION>
                           Three Months Ended:         Nine Months Ended:
                          May 31,       May 31,      May 31,       May 31,
                           1996          1995         1996          1995
__________________________________________________________________________                                                     
<S>                     <C>          <C>          <C>           <C>
Sales                      327,981      258,166       855,686      905,300
Cost of Goods Sold          94,379      156,980       278,665      546,897
                         __________   __________    __________   __________
 Gross Profit (Loss)       233,602      101,186       577,021      358,403
                                                                  
Operating Expenses                                                 
 Selling, General and                                               
  Administrative           130,642      155,274       336,812      484,076
 Research and                                                         
  Development              143,363       56,396       305,219      179,773
                         __________   __________    __________   __________
Total Operating            274,005      211,670       642,031      663,849
 Expenses                                                             
                                                                       
Operating Income (Loss)    (40,403)    (110,484)      (65,010)    (305,446)
                                                                    
Other Income (Expenses)                                                
 Gain on Settlement of                                              
  Accounts Payable               0            0             0      133,392
 Interest Income               265          355           566          896
 Interest Expense          (10,877)        (160)      (32,097)     (10,194)
 Other, net                 23,529        7,029       115,603        8,641
                         __________   __________     _________    _________
Total Other Income          12,917        7,224        84,072      132,735
(Expenses)                                                            
                                                                      
Net Income (Loss)          (27,486)    (103,260)       19,062     (172,711)
                                                                     
Net Income (Loss) Per                                                  
Share of Common Stock        (.002)       (.007)         .001        (.011)
                                                                        
Weighted Average Number                                                 
of Common Shares                                                        
Outstanding             16,177,004   14,856,770   16,177,0004   14,856,770

</TABLE>
See accompanying notes to condensed consolidated financial
statements.

<PAGE>
<TABLE>
             BSD MEDICAL CORPORATION AND SUBSIDIARY
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)
<CAPTION>
                                                 Nine Months Ended
                                                       May 31,
Increase (Decrease) in Cash and Cash            1996             1995
Equivalents
_________________________________________________________________________                                                  
<S>                                           <C>              <C>
Cash flows from operating activities:
 Net Income (Loss)                              19,062         (172,710)
 Adjustments to reconcile net                      
  income (loss) to net cash provided
  by (used in) operating activities:
   Depreciation and Amortization                30,240           33,346
   Gain on settlement of accounts payable            0           (2,737)
 W/O Bad Debt Reserve                                0                0
 W/O of Expired Reserves                       (88,220)               0
 W/O of Expired Warranties                           0         (130,655)
 Issuance of Treasury Stock as Bonus             4,200                0
                                                  
Change in assets and liabilities:                 
 (Increase) decrease in receivables            (12,575)          77,316
 (Increase) decrease in inventories             32,197          177,054
 (Increase) decrease in prepaid and deposits    14,624           13,041
 Increase (decrease) in accounts payable        59,922               88
 Increase (decrease) in accrued payroll         34,877           68,496
 Increase (decrease) in customer deposits       41,988            8,642
 Increase (decrease) in warranty reserves       (7,652)           2,416
 Increase (decrease) in accrued expenses       (85,897)         (34,006)
 Increase (decrease) in deferred income         11,100             (928)
                                               ________        _________
   Total adjustments                            34,804          212,073
                                                  
Net cash provided by (used in) operating        53,866           39,363
activities
                                                  
Cash flows from investing activities:
 Additions to property, plant and equipment     (2,414)          (1,911)
 Purchase of other assets                            0            4,214
                                               ________         ________
     Net cash provided by (used in) investing                   
      activities                                (2,414)           2,303
                                                  
Cash flows from financing activities:
 Financing of account payable                        0                0
 Short-term loan                                     0                0
 Net payment on Debt                           (45,121)         (53,321)
 Proceeds from issuance of preferred stock           0                0
                                               ________         ________
   Net cash provided (used) by financing       (45,121)         (53,321)
activities
                                                  
Increase (decrease) in cash and cash             6,331          (11,655)
 cash equivalents
Cash and cash equivalents, beginning of period  46,124           40,936
Cash and cash equivalents, end of period        52,455           29,281
</TABLE>                                                  

<TABLE>                                                  
<CAPTION>
Supplemental Schedule of Non-Cash Investing and Financing Activities
___________________________________________________________________________                                                  
<S>                                                  <C>         <C>
Dividends accrued on preferred stock                 0            4,864
Preferred stock issued as dividend in lieu 
 of cash                                             0           85,600
Conversion of preferred stock to common stock        0           57,304

</TABLE>
See accompanying notes to condensed consolidated financial
statements
                                
<PAGE>                                
             BSD MEDICAL CORPORATION AND SUBSIDIARY
      Notes to Condensed Consolidated Financial Statements

Note 1. Basis of Presentation

   The  Condensed  Balance Sheet as of  May  31,  1996,  and  the
Statements   of   Operations  and  the   Condensed   Consolidated
Statements  of Cash Flow for the quarters and nine  months  ended
May  31,  1996,  and  May 31, 1995, have  been  prepared  by  the
Company,  without  audit.   In  the opinion  of  management,  all
adjustments to the books and accounts (which include only  normal
recurring  adjustments) necessary to present fairly the financial
position,   results  of  operations,  and  changes  in  financial
position of the Company as of May 31, 1996, have been made.

   Certain information and footnote disclosures normally included
in  financial  statements prepared in accordance  with  generally
accepted  accounting principles have been condensed  or  omitted.
The results of operations for the periods ended May 31, 1996, are
not  necessarily indicative of the results to be expected for the
full year.

Note 2.  Net  Income (Loss) per Common Share

   Net  income (net loss) per common share for the periods  ended
May 31, 1996, and May 31, 1995, are based on the weighted average
number of shares outstanding during the respective periods.

Note 3.  Federal Income Taxes

   No  provision has been made for income tax expense because  of
the utilization of operating loss carry forwards.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

Liquidity and Capital Resources:

   Total  assets decreased by $55,740, a decrease of  4.67%  from
August  31, 1995, to May 31, 1996.  The decrease was primarily  a
result of typical periodic business fluctuations in the following
areas:   Trade Receivables decreased $6,357, a decrease of 5.73%;
and  Inventories decreased by $32,197, a decrease  of  6.4%  (see
Fluctuations in Operating Results below).

   Total  liabilities decreased by $79,001, a decrease  of  5.24%
from  August  31,  1995,  to  May 31,  1996.   The  decrease  was
primarily caused by decreases in notes payable, accrued expenses,
and  warranty  and service contract reserves.  During  1995,  the
Company  settled  certain  of its accounts  payable  for  amounts
significantly  less  than the sums included on  previous  balance
sheets.   Similar settlements of other accounts payable may  take
place  in  the future.  While such settlements result  in  "paper
income"  for  the  Company  and reduce  Company  liabilities  and
potential  liabilities,  they also may require  cash  that  might
otherwise be used for other purposes.

   As  shown in the accompanying financial statements, as of  May
31,  1996,  the  Company  had current liabilities  in  excess  of
current assets, and a net stockholders' deficit.

Fluctuations in Operating Results:

    Due   to  risks  associated  with  international  operations,
budgeting  considerations of the Company's customers, the  nature
of  the  medical capital equipment market, the inability  of  the
Company to predict the timing of various approvals required  from
the Food and Drug Administration and other governmental agencies,
the  relatively  large  per unit sales prices  of  the  Company's
products,  the  typical fluctuations in the  mix  of  orders  for
different  systems and system configurations,  the  limited  unit
sales  volumes, the Company's limited cash resources, changes  in
Medicare    and   other   third-party   reimbursement   policies,
competition, and other factors, the Company's sales and operating
results  historically have varied (and will  likely  continue  to
vary)  greatly  on  a quarter-to-quarter and year-to-year  basis.
For  these  and  other reasons, the results of operations  for  a
particular fiscal period may not be indicative of results  to  be
expected for any other period.


Results of Operations:

Nine months ended May 31, 1996

   Net Sales for the nine months ended May 31, 1996, decreased by
$49,614,  a  decrease of 5.48% as compared with the  nine  months
ended May 31, 1995.  The increase was primarily caused by typical
periodic fluctuations in sales.

   Gross profit increased by $218,618, an increase of 60.99%,  as
compared  with  the  fiscal 1995 period, primarily  caused  by  a
decrease in Cost of Goods Sold and cost cutting by the Company as
part of an overall program of conservative financial management.

   Selling,  General  and  Administrative Expenses  decreased  by
$147,264, a decrease of 30.42% as compared with the corresponding
nine  months  in  the  previous fiscal year.   The  decrease  was
primarily  caused by cost cutting by the Company as  part  of  an
overall program of conservative financial management.

   Research  and Development Expenses increased by  $125,446,  an
increase   of  69.78%.   The  increase  was  caused  by  expenses
associated with a Small Business Innovative Research project  and
expenses associated with the development of new equipment  needed
for other research projects.

   Total  Operating Expenses decreased by $21,818, a decrease  of
3.29%,  as  compared with the corresponding nine  months  in  the
previous   fiscal  year.   This  decrease  was  caused   by   the
aforementioned  decrease in Selling, General  and  Administrative
Expenses  as part of an overall program of conservative financial
management.

   The  Operating  Loss in the nine months ended  May  31,  1996,
decreased by $240,436, a decrease of 78.72%, as compared with the
corresponding nine months last year.  This decrease was caused by
an overall program of conservative financial management.

  During the nine months ended May 31, 1995, the Company realized
a  Gain on Settlement of Accounts Payable of $133,392 by settling
certain  accounts payable for less than the sums listed for  such
accounts  on  the August 31, 1994, Balance Sheet.  There  was  no
Gain  on Settlement of Accounts Payable for the nine months ended
May 31, 1996.

   Interest  Expense in the nine months ended May 31,  1996,  was
$32,097, as compared with the $10,194 of Interest Expense in  the
nine  months  ended  May 31, 1995.  The increase  was  caused  by
typical  periodic  business  fluctuations  and  interest  expense
associated with a capitalized lease for purchase of the CompanyOs
facilities.

   The  Company had a Net Income of $19,062 for the  nine  months
ending  May  31, 1996, as compared to a Net Loss of $172,711  for
the  nine months ending May 31, 1995, a decrease in Net  Loss  of
$191,773,  because of cost cutting by the Company as part  of  an
overall   program  of  conservative  financial   management   and
reduction  in  Cost  of Goods Sold and the writing  off  of  some
Expired Reserves.

Three Months ended May 31, 1996

  Net Sales for the three months ended May 31, 1996, increased by
$69,815, an increase of 27.04% as compared with the three  months
ended May 31, 1995.  The increase was primarily caused by typical
periodic  fluctuations  in sales (see Fluctuations  in  Operating
Results above).

   Gross profit increased by $132,416, an increase of 130.86%, as
compared with the fiscal 1995 period, as a result of higher sales
in the fiscal 1996 period and a reduction in Cost of Goods Sold.

   Selling,  General  and  Administrative Expenses  decreased  by
$24,632,  a decrease of 15.86% as compared with the corresponding
three  months  in  the previous fiscal year.  Such  decrease  was
caused   by   an   overall  program  of  conservative   financial
management.

   Research  and  Development Expenses increased by  $86,967,  an
increase  of  154.20%.   The increase  was  caused  by  increased
efforts  on  a  Small  Business Innovative Research  project  and
expenses associated with the development of new equipment  needed
for other research projects.

   Total Operating Expenses increased by $62,335, an increase  of
29.45%,  as compared with the corresponding three months  in  the
previous   fiscal  year.   This  increase  was  caused   by   the
aforementioned increase in Research and Development Expenses.

   The  Operating Loss decreased by $70,081, a decrease of 63.43%
in  the  May 31, 1996, quarter as compared with the corresponding
quarter  in  the previous year.  This decrease was caused  by  an
increase   in   sales  combined  with  an  overall   program   of
conservative financial management.

   Interest  Expense in the three months ended May 31, 1996,  was
$10,877, as compared with the $160.00 of Interest Expense in  the
three  months ended May 31, 1995.  The increase was caused  by  a
capitalized lease for purchase of the CompanyOs facilities.

   In the quarter ending May 31, 1996, the Company experienced  a
Net  Loss  of  $27,486, as compared with the  $103,260  Net  Loss
during the corresponding quarter in the previous year, a decrease
of  73.38%.  The decrease in Net Loss was caused by reduction  in
Cost  of  Goods Sold, cost cutting by the Company as part  of  an
overall  program  of conservative financial management,  and  the
writing off of Expired Reserves and higher Sales with lower  Cost
of Goods Sold.


PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
       
        a) Exhibits - Exhibit 27, Financial Data Schedule
        b) Reports on Form 8-K -- During the quarter, no reports on Form  8-K
        were filed by the Company.
                                
<PAGE>



                            SIGNATURE


Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  BSD  Medical Corporation, the registrant, has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.


                              BSD MEDICAL CORPORATION



Date:  July 12, 1996          by: Paul F. Turner

                                  Paul F. Turner
                                  Chairman  of the Board,  Acting
                                  President, and  Senior  Vice President  
                                  of Research







<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-END>                               MAY-31-1996
<CASH>                                          52,455
<SECURITIES>                                         0
<RECEIVABLES>                                  112,724
<ALLOWANCES>                                  (10,000)
<INVENTORY>                                    470,967
<CURRENT-ASSETS>                               641,412
<PP&E>                                       1,000,157
<DEPRECIATION>                               (747,711)
<TOTAL-ASSETS>                               1,138,564
<CURRENT-LIABILITIES>                          939,562
<BONDS>                                              0
<COMMON>                                       161,770
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 1,138,564
<SALES>                                        855,686
<TOTAL-REVENUES>                               855,686
<CGS>                                          278,665
<TOTAL-COSTS>                                  278,665
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              32,097
<INCOME-PRETAX>                                 19,062
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             19,062
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    19,062
<EPS-PRIMARY>                                     .001
<EPS-DILUTED>                                     .001
        

</TABLE>


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