<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
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: 0-11371
BIOSONICS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2161932
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
260 New York Drive
Fort Washington, Pennsylvania 19034
(Address of principal executive offices) (Zip Code)
(215) 646-7100
(Registrant's telephone number including area code)
N/A
(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. Yes X No
Indicate the number of shares outstanding of each of the issuers shares of
common stock, as of the latest practicable date: as of JUNE 30th 1997, there
were outstanding 306,264,536 shares of the Registrant's Common Stock, $.0001 par
value.
Page 1 of 14 pages
Exhibit Index is on Page 14
<PAGE> 2
BIOSONICS, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets (Restated):
June 30, 1997 and December 31, 1996 3
Statements of Loss (Restated):
Three and Six Months Ended June 30, 1997 and 1996 and the Period
from November 13, 1980 (Inception) to June 30, 1997 4
Statements of Deficit Accumulated (Restated):
Six Months Ended June 30, 1997 and 1996 and the Period
from November 13, 1980 (Inception) to June 30, 1997 5
Statements of Cash Flows (Restated):
Six Months Ended June 30, 1997 and 1996 and the Period
from November 13, 1980 (Inception) to June 30, 1997 6 & 7
Statements of Shareholders' Equity - Paid-In-Capital (Restated):
November 30, 1980 (Inception) to June 30, 1997 8 - 11
Note to Financial Statements 12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
PART II OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 14
</TABLE>
<PAGE> 3
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS (RESTATED)
ASSETS
<TABLE>
<CAPTION>
Unaudited
JUNE 30 DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
Current assets
Cash (including interest bearing deposits
of $10 in 1997 and 1996) $ 260 $ 260
Accounts receivable (net of allowance for doubtful
accounts of $2,000 in 1997 and 1996) 8,829 8,196
Inventory 63,725 64,271
Advances to affiliate 236,960 77,997
Prepaid expenses and other current assets 6,377 25
------------ ------------
Total current assets 316,151 150,749
Equipment, furniture and leaseholds, net
of accumulated depreciation 12,005 15,007
Deposits 8,431 8,431
------------ ------------
Total assets $ 336,587 $ 174,187
============ ============
Liabilities and Shareholders' Deficit
Current liabilities
Notes payable, officer and affiliate $ 115,000 $ 115,000
Notes payable, other 128,000 173,000
Accrued payroll, officer 721,000 669,500
Accrued interest, officer and affiliate 61,655 55,905
Accrued interest, other 185,796 173,131
Accounts payable and other accrued expenses 822,912 824,790
Advances from affiliates 62,450 62,450
Payments received from unissued debentures 187,000 187,000
Payments received for unissued securities 0 40,000
------------ ------------
Total current liabilities 2,283,813 2,300,776
------------ ------------
Shareholders' deficit
Common stock - authorized 750,000,000 shares at .0001 par value; issued
and outstanding 306,364,536 and 287,863,936 shares at
June 30, 1997 and December 31, 1996 respectively 30,636 28,787
Capital in excess of par value 12,468,180 11,763,002
Notes receivable from sale of stock (115,000)
Deficit accumulated during development stage (14,331,042) (13,918,378)
------------ ------------
Total shareholders' deficit (1,947,226) (2,126,589)
------------ ------------
Total liabilities and shareholders' deficit $ 336,587 $ 174,187
============ ============
</TABLE>
The accompanying note is an integral part of these financial statements.
3
<PAGE> 4
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF LOSS (RESTATED)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED 11/13/80 (INCEPTION)
JUNE 30, JUNE 30, TO JUNE 30,
-------- -------- -----------
1997 1996 1997 1996 1997
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Sales $ 13,550 $ 29,125 $ 7,925 $ 11,609 $ 850,927
Cost of sales 8,297 16,166 4,893 13,111 553,282
------------ ------------ ------------ ------------ ------------
Gross profit 5,253 12,959 3,032 (1,502) 297,645
------------ ------------ ------------ ------------ ------------
Development stage expenses
Research and development costs 0 0 0 0 4,166,053
Professional fees 132,588 37,000 77,448 18,044 2,885,075
Other development stage expenses 287,545 220,238 142,377 122,835 8,453,103
------------ ------------ ------------ ------------ ------------
Total development stage expenses 420,133 257,238 219,825 140,879 15,504,231
Less: Revenues from cost recovery
program -- -- -- -- 118,082
------------ ------------ ------------ ------------ ------------
Net development stage expenses 420,133 257,238 219,825 140,879 15,386,149
------------ ------------ ------------ ------------ ------------
Other income
Investment and other income 2,216 75 1,224 -- 749,842
Gain on sale of fixed assets -- -- -- -- 7,620
------------ ------------ ------------ ------------ ------------
Total other income 2,216 75 1,224 -- 757,463
------------ ------------ ------------ ------------ ------------
Net loss ($ 412,664) ($ 244,204) ($ 215,569) ($ 142,381) ($14,331,042)
============ ============ ============ ============ ============
Loss per common share ($ .00) ($ .00) ($ .00) ($ .00) ($ .05)
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
1996
------------
<S> <C>
Sales $ 825,728
Cost of sales 530,943
------------
Gross profit 294,785
------------
Development stage expenses
Research and development costs 4,144,553
Professional fees 2,659,437
Other development stage expenses 7,661,558
------------
Total development stage expenses 14,465,548
Less: Revenues from cost recovery
program 118,082
------------
Net development stage expenses 14,347,466
------------
Other income
Investment and other income 747,626
Gain on sale of fixed assets 7,620
------------
Total other income 755,246
------------
Net loss ($13,297,435)
============
Loss per common share ($ .05)
============
</TABLE>
The accompanying note is an integral part of these financial statements.
4
<PAGE> 5
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE (RESTATED)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED 11/13/80 (INCEPTION)
JUNE 30, TO JUNE 30,
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
BEGINNING BALANCE ($13,918,378) ($13,053,231) $ -- $ --
NET LOSS (412,664) (244,204) (14,331,042) (13,297,435)
------------ ------------ ------------ ------------
ENDING BALANCE ($14,331,042) ($13,297,435) ($14,331,042) ($13,297,435)
============ ============ ============ ============
</TABLE>
The accompanying note is an integral part of these financial statements.
5
<PAGE> 6
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS (RESTATED)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED 11/13/80 (INCEPTION)
JUNE 30, TO JUNE 30,
-------- -----------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Cash flows used in operating activities
Net loss ($ 412,664) ($ 244,204) ($14,331,042) ($13,297,435)
------------ ------------ ------------ ------------
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 3,002 2,670 381,689 371,353
Increase in allowance for doubtful accounts -- -- 2,000 2,000
Increase in reserve for inventory obsolescence -- -- 27,000 40,000
Loss on lease abandonment -- -- 19,550 19,550
Gain on sale of fixed assets -- -- (7,620) (7,620)
Common stock issued for services 29,500 -- 573,459 458,209
Common stock options issued for services 14,398 -- 177,678 --
Common stock issued for interest 10,000 -- 10,000 --
Common stock issued for product rights -- -- 12,501 12,501
Change in
Accounts receivable (633) 4,802 (10,829) (18,211)
Inventory 546 4,195 (90,725) (105,889)
Prepaid expenses and other current assets (6,352) (3,347) (6,377) (12,198)
Accrued payroll, officer 51,500 51,500 721,000 618,000
Accrued interest, officer and affiliates 5,750 17,955 61,655 121,551
Accrued interest, other 12,665 12,649 185,797 160,498
Accounts payable and accrued expenses (1,878) (15,674) 739,417 901,458
Advances from (to) affiliates (158,963) 29,454 174,510 54,024
------------ ------------ ------------ ------------
Total adjustments (40,465) 104,204 2,970,704 2,615,226
------------ ------------ ------------ ------------
Net cash used in operating activities ($ 453,129) ($ 140,000) ($11,360,338) ($10,682,209)
------------ ------------ ------------ ------------
</TABLE>
The accompanying note is an integral part of these financial statements.
6
<PAGE> 7
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS (RESTATED) (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED 11/13/80 (INCEPTION)
JUNE 30, TO MARCH 31,
-------- -------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Cash flows from investing activities
Sale of fixed assets $ -- $ -- $ 10,825 $ 10,825
Capital expenditures -- -- (363,305) (363,305)
Issuance of note receivable -- -- (30,000) (30,000)
(Increase) decrease in deposits -- -- (8,431) (8,431)
Decrease in note receivable -- -- 30,000 30,000
Decrease in capitalized patents -- -- (45,690) (45,690)
------------ ------------ ------------ ------------
Net cash provided (used) in investing activities $ -- $ -- ($ 406,601) ($ 406,601)
------------ ------------ ------------ ------------
Cash flows from financing activities
Proceeds for bonds unissued $ -- $ -- $ 190,000 $ 190,000
Repayments for bonds unissued -- -- (3,000) (3,000)
Proceeds for common stock unissued 239,530 -- 550,530 271,000
Principal payments of note payable (45,000) (225,000) (352,000) (297,000)
Proceeds from issuance of note payable -- -- 834,444 789,444
Decrease in capitalized organization costs -- -- (7,453) (7,453)
Proceeds from issuance of preferred stock -- 365,000 1,105,000 965,000
Proceeds from issuance of common stock 258,599 -- 9,449,678 9,181,079
------------ ------------ ------------ ------------
Net cash provided by financing activities ($ 453,129) $ 140,000 $ 11,767,199 $ 11,089,070
------------ ------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents -- -- 260 260
Cash and cash equivalents, beginning 260 260 -- --
------------ ------------ ------------ ------------
Cash and cash equivalents, ending $ 260 $ 260 $ 260 $ 260
============ ============ ============ ============
Schedule of noncash financing transactions:
Issuance of common stock from Loan Receivable: $ 115,000 $ -- $ 115,000 $ --
============ ============ ============ ============
</TABLE>
The accompanying note is an integral part of these financial statements.
7
<PAGE> 8
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL (RESTATED)
NOVEMBER 13, 1980 (INCEPTION) TO JUNE 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
DATE STOCK PRICE
ISSUED NUMBER OF SHARES PER SHARE AMOUNT RECEIVED NOTES
- ---------- ---------------- --------- --------------- -----
<S> <C> <C> <C> <C>
1/13/81 150,000,000 $ .0001 $ 15,001 (A)
1/31/81 4,400,000 .025 110,000 (B)
1981 400,000 .025 10,000 (C)
1981 20,000,000 .05 1,000,000 (B)
1982 20,000 .40 8,000 (C)
1982 97,500 .20 19,500 (C)
1982 1,000,000 .06 60,100 (D)
1983 52,500 .20 10,500 (C)
1983 75,000 .305 22,875 (E)
1983 25,000 .235 5,875 (E)
1983 20,000 .50 10,000 (C)
12/29/83 7,300,000 .50 3,650,000 (F)
1984 390 1.00 390 (G)
1984 5,948 .50 2,975 (G)
1984 1,000 .375 375 (C)
1984 72,500 .25 18,125 (C)
1984 2,000 .375 750 (H)
1984 4,000 .25 1,000 (C)
1984 350,000 .20 70,000 (C)
1985 26,500 .281 7,453 (C)
1985 20,000 .25 5,000 (H)
1985 500 .50 250 (G)
1985 5,000 .344 1,719 (C)
1985 50 1.00 50 (G)
1985 2,000 .375 750 (H)
1985 7,500 .156 1,172 (C)
1986 6,882 .50 3,472 (G)
1986 85,000 .1875 15,938 (H)
1986 11,650 .281 3,276 (H)
1986 100,000 .219 21,875 (H)
1986 10,665,000 .181 1,929,737 (I)
1986 202,000 .156 31,562 (H)
1986 70,000 .313 21,875 (H)
1986 134,855 .20 26,939 (H)
1987 7,613,551 .20 1,522,710 (G)
1987 476,110 .295 140,478 (H)
1987 7,000 .159 1,113 (B)
1987 15,000 .312 4,687 (C)
1987 240,000 .20 48,000 (B)
1987 100,000 .218 21,875 (C)
</TABLE>
The accompanying note is an integral part of these financial statements.
8
<PAGE> 9
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL (RESTATED) (CONTINUED)
NOVEMBER 13, 1980 (INCEPTION) TO JUNE 30, 1997
(UNAUDITED)
DATE STOCK PRICE
ISSUED NUMBER OF SHARES PER SHARE AMOUNT RECEIVED NOTES
- ---------- ---------------- --------- --------------- -----
1988 125,000 .25 31,250 (C)
1988 2,500 .218 547 (H)
1988 10,000 .20 2,000 (G)
1988 100,000 .25 25,000 (B)
1988 4,227,000 .20 845,400 (B)
1988 25,000 .156 3,906 (C)
1988 11,000 .013 143 (H)
1989 400,000 .080 32,000 (B)
1989 3,000 .0938 282 (H)
1989 100,000 .080 8,000 (B)
1990 25,000 .010 250 (H)
1990 20,311,000 .010 203,110 (B)
1990 10,500,000 .010 105,000 (B)
1991 1,100,000 .010 11,000 (B)
1991 100,000 .010 1,000 (H)
1991 48,000 .0625 3,000 (J)
1991 32,000 .0625 2,000 (J)
1991 1,100,000 .010 11,000 (J)
1991 1,100,000 .010 11,000 (B)
1991 400,000 .010 4,000 (C)
1995 -- 87,750 (Q)
1996 1,250,000 .08 100,000 (K)
1996 11,375,000 .0286 325,000 (K)
1996 16,100,000 .05 805,000 (K)
1996 1,300,000 .01 13,000 (L)
1996 12,900,000 .02 258,000 (L)
1996 300,000 .03 9,000 (M)
1996 280,000 .05 14,000 (M)
1996 400,000 .08 32,000 (M)
1996 100,000 .065 6,500 (M)
1996 250,000 .085 21,250 (M)
1996 (15,368,820) -0- (N)
1996 420,000 .0238 10,000 (L)
1996 11,150,000 .02 223,000 (L)
1996 428,600 .035 15,000 (L)
1996 250,000 .04 10,000 (L)
1996 1,075,220 .05 53,761 (L)
1996 350,000 .0258 9,032 (J)
1996 1,695,000 .0345 59,175 (J)
1996 75,000 .04 3,000 (O)
1996 200,000 .05 10,000 (B)
1996 -- 75,530 (Q)
The accompanying note is an integral part of these financial statements.
9
<PAGE> 10
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL (RESTATED) (CONTINUED)
NOVEMBER 13, 1980 (INCEPTION) TO JUNE 30, 1997
(UNAUDITED)
DATE STOCK PRICE
ISSUED NUMBER OF SHARES PER SHARE AMOUNT RECEIVED NOTES
- ---------- ---------------- --------- --------------- -----
1997 550,000 .05 27,500 (M)
1997 200,000 .05 10,000 (O)
1997 5,000,000 .01 50,000 (P)
1997 1,000,000 .02 20,000 (P)
1997 -- 14,398 (Q)
1997 11,130,600 .05 556,529 (R)
1997 500,000 .05 25,000 (P)
1997 40,000 .05 2,000 (M)
1997 80,000 .02 1,600 (L)
TOTAL SHARES - COMMON STOCK 306,364,536
- --------------------------- ===========
TOTAL PAID-IN CAPITAL $ 12,972,311
- ---------------------
LESS: Notes Receivable for Stock Purchase 115,000
- ----
LESS: Offering Expenses 473,495
- ---- -------------
NET PAID-IN CAPITAL - COMMON STOCK $ 12,383,816
- ----------------------------------
The accompanying note is an integral part of these financial statements.
10
<PAGE> 11
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL (RESTATED) (CONTINUED)
NOVEMBER 13, 1980 (INCEPTION) TO JUNE 30 , 1997
(UNAUDITED)
NOTES
(A) $1 additional was paid on stock certificate #3.
(B) Cash purchases.
(C) Represents stock issued in consideration for services rendered. The
value assigned was based on the fair market value of the stock on the
date the transaction was authorized.
(D) 1,000,000 common stock warrants were issued to the underwriter, Monarch
Funding Corporation, at par value ($.0001). On November 15, 1982, these
warrants were exercised at $.06 per share.
(E) Represents stock issued in consideration for services rendered and
$7,500 cash. The value assigned was based on the fair market value of
the stock on the date the transaction was authorized.
(F) Stock issued as part of unit offering. Each unit consisted of 2 shares
common stock, 2 Series "A" warrants and 1 Series "B" warrant. No
separate value was assigned to the warrants.
(G) Issued pursuant to the exercise of warrants described in (F).
(H) Issued pursuant to the employee incentive stock bonus plan.
(I) Issued as part of an offering completed March 26, 1986 for cash and
redemption of warrants described in (F).
(J) Liabilities converted to common stock.
(K) Preferred Stock transferred to Common Stock as per agreement.
(L) Issued stock for monies received during time when common stock was not
able to be issued.
(M) Issued stock as payment for services rendered.
(N) Shares contributed by IMRCH.
(O) Issued stock as payment for interest on loans received.
(P) Issued pursuant to exercising stock purchase option.
(Q) Stock Options granted.
(R) Issued pursuant to a private offering.
The accompanying note is an integral part of these financial statements.
11
<PAGE> 12
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTE TO FINANCIAL STATEMENTS
JUNE 30 , 1997
Note 1 - The unaudited financial statements presented herein have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. These statements should be
read in conjunction with the financial statements and notes thereto
included in the Company's Form 10-K annual report for the year ended
December 31, 1996. In the opinion of management, these financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary to summarize fairly the Company's financial
position and results of operations. The results of operations for the
nine-month period ended June 30, 1997 may not be indicative of the
results that may be expected for the year ending December 31, 1997.
12
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Liquidity and Capital Resources
Biosonics' primary sources of funds to date have been proceeds from the sale of
its securities and investment income on such proceeds, including loans and
advances for security purchases through offerings.
During this reported period, Biosonics has issued Common Stock shares as
follows: (a) 11,130,600 shares at $.05 per share for a private placement
agreement, (b) 40,000 shares at $.05 per share for payment of services to an
individual, and (c) 500,000 shares at $.05 per share was issued to one investor
in exercise of stock options, for which the company received a promissory note
in the principal amount of the purchase price and for which such shares are
being held as collateral. All shares issued are restricted subject to
registration requirements of the Securities Act of 1933 or an exemption from
such requirements such as Rule 144 of the SEC.
The Company does not have any material commitments for capital expenditures,
although the Company may make capital expenditures during 1997 in connection
with the manufacture of the Cystotron Systems, if funds are available. The
extent of the development or testing, if any, of the Company's other devices
will depend on the availability of funds, and there is no assurance that
development or testing of the devices will occur or be successful.
Results of Operations
Net development stage expenses for the six and three months ended June 30, 1997
($420,133 and $219,826 respectively) were higher than those for the comparable
periods of the prior year ($257,238 and $140,879 respectively) due to funds
spent on consulting services, and expenses relating to Biosonics' participation
in the Medical Device Industry conference, also the preparation of Cystotron
devices and consulting fees regarding the engineer hired to prepare Biosonics
for manufacturing the Cystotron devices. Other development stage expenses
include primarily salaries, rent, supplies, transfer agent fees, manufacturing,
marketing, public relations and travel expenses.
The Company's professional fees for the six and three months ended June 30, 1997
($132,588 and $77,448 respectively) were higher than professional fees for the
comparable period of the prior year ($37,000 and $18,044 respectively) due to
legal and accounting fees regarding numerous Securities and Exchange Commission
filings as well as an additional $60,000 of consulting expenses incurred in
connection with the Company's efforts to enhance its processes in connection
with its reporting and registration matters under federal securities laws and
its application for Medicare reimbursement with HCFA.
The Company's sales for the six and three months ended June 30, 1997 were
($13,550 and $7,925 respectively) as compared to ($29,125 and $11,609
respectively) for the same period of the prior year. The decrease in sales
resulted primarily from not having available funds to continue the marketing
program for its SALITRON System.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
13
<PAGE> 14
ITEM 2. CHANGES IN SECURITIES.
During this reported period, Biosonics has issued Common Stock shares as
follows: (a) 11,130,600 shares at $.05 per share for a private placement
agreement, (b) 40,000 shares at $.05 per share for payment of services to an
individual, (c) 500,000 shares at $.05 per share was issued to one investor in
exercise of stock options, for which the company received a promissory note in
the principal amount of the purchase price and for which such shares are being
held as collateral. All shares issued are restricted subject to registration
requirements of the Securities Act of 1933 or an exemption from such
requirements such as Rule 144 of the SEC.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
*3.1 Articles of Incorporation as amended (incorporated by
reference to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996).
**3.5 By-laws of Registrant, as amended (incorporated by
reference to Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997).
27 Financial Data Schedule
(b) Reports on Form 8-K:
None
- -----------
* Incorporated by reference.
** Filed with the initial filing of this Form 10-Q report.
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 thereunder duly authorized.
<TABLE>
<S> <C>
BIOSONICS, INC.
Date: November 21 , 1997 By: /s/Jack Paller
--------- -------------------------------------------------
Jack Paller, President, Chairman and Executive Officer,
Principal Financial Officer and Principal Accounting
Officer and Sole Director.
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000352715
<NAME> BIOSONICS, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 260
<SECURITIES> 0
<RECEIVABLES> 8,829
<ALLOWANCES> 2,000
<INVENTORY> 63,725
<CURRENT-ASSETS> 316,151
<PP&E> 254,806
<DEPRECIATION> 242,801
<TOTAL-ASSETS> 336,587
<CURRENT-LIABILITIES> 2,283,813
<BONDS> 243,000
0
0
<COMMON> 30,636
<OTHER-SE> (1,947,226)
<TOTAL-LIABILITY-AND-EQUITY> 336,587
<SALES> 13,550
<TOTAL-REVENUES> 15,766
<CGS> 8,297
<TOTAL-COSTS> 420,133
<OTHER-EXPENSES> 287,545
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,415
<INCOME-PRETAX> (412,664)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (412,664)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
