CYBER DIGITAL INC
10QSB, 1997-11-14
TELEPHONE & TELEGRAPH APPARATUS
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                   U.S. SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549





                               FORM 10-QSB

                   _________________________________________



(Mark One)

    [x]                QUARTERLY REPORT PURSUANT TO SECTION 13
                       OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



                    For the quarterly period ended September 30, 1997



    [ ]              TRANSITION REPORT PURSUANT TO 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



                    For the transition period from __________to ________



                          Commission File Number 0-13992



                              CYBER DIGITAL, INC.

(Exact name of small business issuer as specified in its charter)



            NEW YORK                       11-2644640

   (State or other jurisdiction       (I.R.S. Employer

   of incorporation or organization)  Identification No.)



       400 Oser Avenue, Suite 1650, Hauppauge, New York 11788

              (Address of principal executive offices)



                         (516) 231-1200

                  (Issuer's telephone number)



Check whether the 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          



The number of shares of stock outstanding at September 30, 1997:
17,366,052 shares of Common Stock, par value $.01 per share.

<PAGE>
<TABLE>
<CAPTION>


                        Cyber Digital, Inc.


                           BALANCE SHEETS



ASSETS
 
                             			September 30,       			March 31, 
                                  		1997           	 	 	1997 

                             			(Unaudited)       			(Audited) 
                                   <C>                 <C> 
			  			

CURRENT ASSETS 						

Cash and cash equivalents  	$ 	3,719,248       		$ 	5,002,773 

Accounts receivable            		357,387           			327,377 

Inventories                    		444,831 		          	434,473 

Prepaid expenses                 		6,325            			10,243 

			 			

	     Total Current Assets 	$ 	 4,527,791 	      	$	5,774,866 

			 			

PROPERTY AND EQUIPMENT, NET 				 	 	

Equipment 	                 $     	172,093	      	$    	66,345 

Furniture and Fixtures            		59,425 	          		58,120 

Leasehold Improvements             		2,920 	           		2,920 

                          		$     	234,438      		$   	127,385 

     Accumulated depreciation   			(95,294) 	        		(83,287) 

Total Property And Equipment		$   	139,144      		$    	44,098 

						

OTHER ASSETS 						

	Other                       	$     	10,392    	 	$    	10,392 

 
	                            	$  	4,677,327    	 	$ 	5,829,356 

			 			


                           Cyber Digital, Inc.



                            BALANCE SHEETS



                    	LIABILITIES AND SHAREHOLDERS' EQUITY  		  		 

			 		 
  
                                     			September 30, 	        	March 31, 

                                      			  1997                		 1997 
   
                                      			(Unaudited) 	         	(Audited) 
                                            <C>                      <C>

CURRENT LIABILITIES 			 		 

	Accounts payable and accrued expenses   	$ 	77,537         	$ 	42,273 

	Current maturities of long-term debt           		0                		0 

			 		 

	     Total Current Liabilities 	         $ 	77,537 	        $ 	42,273 

			 		 

Long-Term Debt, less current maturities         		 0 	              	0 

			 		 

                                         		$ 	77,537       	$  	42,273 

			 		 

SHAREHOLDERS' EQUITY 	Deficit in shareholders' equity  		 		 

	Preferred Stock - $.05 par value; 
 authorized 10,000,000 shares

 Convertible preferred stock
 - Series A $.05 par value;  		 		 
 authorized 805 shares; issued 
 and outstanding, 0 and 86 shares
 at September 30, 1997 and March 31,  				
 1997 respectively 	                                  	  0        		4 

 Convertible, cumulative and 
 participating preferred stock  		
 - Series B-1 $.05 par value;
 authorized 3,225 shares; issued 
 and outstanding 2,000 and 2,000
 shares at September 30, 1997
 and March 31, 1997, respectively 		                   100        100 

 Convertible, cumulative and 
 participating preferred stock  
 - Series B-2  $.05 par value; 
 authorized 4,835 shares; issued
 and outstanding; none 	                        	        0        		0 

 Common Stock - $.01 par value;
 authorized,  30,000,000		
 shares; issued and outstanding,
 17,366,052 shares and 17,095,176 
 shares at September 30, 1997 and   				
 March 31, 1997,  respectively                 	$ 	173,661 	$ 	170,952 

 Additional paid-in capital                   		13,648,011 		13,919,241 

 Accumulated deficit 	                         	(9,221,982)		(8,303,214) 

                                            		$ 	4,599,790	$ 	5,787,083 

                                            		$ 	4,677,327 $ 	5,829,356 



<PAGE>
</TABLE>





<TABLE>
<CAPTION>
                               Cyber  DigitaI, Inc.



                             STATEMENTS OF OPERATIONS

                                  (Unaudited)





                                              			Three  Months Ended 	 	 	 
 
	                                                		September 30,  	 	 	 

                                          			1997 	 	         	 1996 

                                             <C>                 <C>						

Net sales  	                            	$ 	28,410 	        	$ 	10,974 

Cost of sales                            			26,002            			9,187 

						

 	Gross profit                           	$ 	2,408 	       	$   	1,787 

						

Operating Expenses 						

	Selling, general and administrative
 expenses 	                              $ 	413,603       	 	$	352,147 

	Research and development                 	 	46,056        	 	 	14,846 

				 	 	

	Total operating expenses               	$ 	459,659 	 	     $ 	366,993 

	                       			 		

	Operating Profit (Loss)               	$ 	(457,251) 	     	$	(365,206) 

						

Other Income, net                        		 	50,380 	        	 	58,091 

Earnings (loss) before
extraordinary item

NET EARNINGS (LOSS)                   	$ 	(406,871)      		$ 	(307,115) 

Extraordinary gain                            			0           			51,911 

Net Income (Loss) 	                   	$ 	(406,871)      		$ 	(255,204) 

Earnings (loss) per common 
and common equivalent share 						

Earnings (loss) before 
extraordinary item 	                   $    	(0.02)     	 	$     (0.02) 

Extraordinary item                          		0.00 	           	 	0.00 

Net earnings (loss) per
common and common equivalent          	$    	(0.02)  	     $    	(0.02) 


Weighted average number of
common shares outstanding              			17,146,528     	 	 	15,112,311 

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                             Cyber  DigitaI, Inc.



                          STATEMENTS OF OPERATIONS

                                 (Unaudited)


                                     			Six  Months Ended 	 	 	 

                                       			September 30,  	 	 	 

						

                                      			1997 	          	 	 1996 
                                         <C>                  <C>

Net sales                           	$ 	28,410         	 	$ 	29,709 

Cost of sales                        			44,326            			17,761 

Gross profit                       	$ 	(15,916) 	        	$ 	11,948 

						

Operating Expenses 						

Selling, general and 
administrative expenses 	           $ 	641,535         	 	$ 440,023 

Research and development 	             	91,564 	          	 	14,846 

Total operating expenses           	$ 	733,099         	 	$	454,869 

	                       			 		

Operating Profit (Loss)            	$	(749,015) 	        	$(442,921) 

						

Other Income, net                  		 	107,495          	 	 	58,798 

						

Earnings (loss) before
extraordinary item 	              	$ 	(641,520)        	$(384,123) 

Extraordinary item                        			0 	        		343,667 

Net Income (Loss)                 	$ 	(641,520) 		      $ (40,456) 

						

Earnings (loss) per common 
and common equivalent share 						

Earnings (loss) before 
extraordinary item               	$     	(0.02) 	      	$ 	(0.02) 

Extraordinary item                      		0.00 	 	         	0.02 

Net earnings (loss) per
common and common equivalent     	$     	(0.02)         $  	0.00 

						

Weighted average number of 
common shares outstanding          			17,146,528 	 	    	15,112,311 

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                               Cyber Digital, Inc.



                             STATEMENTS OF CASH FLOWS

                                  (Unaudited)

                                       			Six Months Ended September 30, 			

						
                                        			1997 		                	1996 
<S>                                          <C>                       <C> 
Cash Flows from Operating Activities 						

Net earnings (loss) 	               $ 	(641,520)           		$ 	(40,456) 

Adjustments to reconcile net
earnings (loss) to net cash 		 			 
provided by (used in) operating
activities: 		 			 

Depreciation 	                          	11,576                			4,581 

Amortization                              		432 	                   		0 

Forgiveness of debt 		                        0             			(343,667) 

(Increase) decrease in operating assets 		  			  

Accounts receivable                   		(30,010) 	                		437 

Inventories 	                          	(10,358) 		              	3,638 

Prepaid expenses 	                       	3,920 			              (2,785) 

Increase (decrease) in operating liabilities 		 			 

Accounts payable and accrued expenses 	 	35,263                			6,472 

			 			 
Net cash used in
operating activities	               $ 	(630,697) 		           $(371,780) 

			 			 

Cash Flows from Investing Activities 			 			 

Purchase of equipment              	$ 	(105,749)            		$ 	(7,159) 

Purchase of Furniture & Fixtures       		(1,305) 			                  0 

Net cash used in investing 
activities                         	$ 	(107,054)           		 $ 	(7,159) 

			 			 

Cash Flows from Financing Activities 			 			 

Redemption of preferred stock       	$ 	(613,274) 	         	$ 	7,049,500 

Issuance of common stock 	               	67,500               			119,798 

Payments of long-term debt                   		0            	  		(550,911) 

Proceeds from borrowings                      	0                     			0 

Net cash provided by 
financing activities 	               $ 	(545,774)          	 $ 	6,618,387 

			 			 

NET INCREASE (DECREASE)
IN CASH AND CASH EQUIVALENTS       		$	(1,283,525)         		$ 	6,239,448 

						

Cash and cash equivalents
at beginning of period               			5,002,773                	156,027 

Cash and cash equivalents 
at end of period                   		$ 	3,719,248 	 	         $	6,395,475 


Supplemental Disclosure of Cash Flow Information: 			 	 		 

Cash paid during the 
period for Income taxes             	$         	0          	 	$      	404 

			 	 		 
</TABLE>

<PAGE>



                             CYBER DIGITAL, INC.

                        NOTES TO FINANCIAL STATEMENTS

                      ===================================









NOTE 1 - BASIS OF PRESENTATION



The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information.  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 six months ended September 30,  1997 are not necessarily
indicative of the results that may be expected for the year
ending March 31, 1998.  For further information, refer to the
financial statements and footnotes thereto included in the
Company's Form 10-KSB for the fiscal year ended March 31, 1997.







NOTE 2 - INVENTORIES



Inventory of purchased parts and work-in-process for eventual
resale to customers are valued at the lower of cost or market,
as determined by the first-in, first-out (FIFO) method and
consisted of the following:

<TABLE>
<CAPTION>
                       		September 30, 1997         		March 31, 1997 
                            <C>                           <C>

Finished goods          $ 	110,223                    $ 	110,223 

Work-in-process            	46,718 	                     	46,718 

Raw materials             	287,890                     		277,532 

	                                                              
                        $ 	444,831 		                    434,473 



                       Management's Discussion and Analysis

                 of Financial Condition and Results of Operations



Results of Operations

For Three Months Ended September 30, 1997

Net sales increased 159% in quarter ended September 30, 1997
over the prior year's same quarter.  Net sales for quarter ended
September 30, 1997 were $28,410 as compared to $10,974 for
quarter ended September 30, 1996.  Gross profit for quarter
ended September 30, 1997 was 8% of net sales as compared to 16%
for quarter ended September 30, 1996.  Fluctuations in gross
profit margins are primarily attributable to price changes,
changes in sales mix by product or distribution channel. 
Selling, general and administrative expenses as a percentage of
sales decreased from 3,209% in quarter ended September 30, 1996
to 1,456% in quarter ended September 30, 1997.  Profit (loss)
from operations for quarter ended September 30, 1997 was
$(457,251) as compared with $(365,206) for quarter ended
September 30, 1996.  Net income (loss) for quarter ended
September 30, 1997 was $(406,871) or $(.02) per share as
compared to $(255,204) or $(.02) per share for quarter ended
September 30, 1996.



For Six Months Ended September 30, 1997

Net sales decreased 4% in the period ended September 30, 1997
over the prior year's same period.  Net sales for the six month
period ended September 30, 1997 were $28,410 as compared with
$29,709 for the period ended September 30, 1996.  Gross profit
for the period ended September 30, 1997 was 56% of net sales as
compared to 40% for the period ended September 30, 1996. 
Selling, general and administrative expenses as a percentage of
sales increased from 1,481% in the period ended September 30,
1996 to 2,258% in the period ended September 30, 1997 due to a
decrease in revenues during such periods.  Profit (loss) from
operations for the period ended September 30, 1997 was
$(749,015) as compared with $(442,921)  for the period ended
September 30, 1996.  Net income (loss) for the period ended
September 30, 1997 was $(641,520) or $(.02) per share as
compared with $(40,456) or $.00 per share for the period ended
September 30, 1996.


Liquidity and Capital Resources

Total working capital decreased by $1,282,339 to $4,450,254 for
quarter ended September 30, 1997 from $5,732,593 for period
ended March 31, 1997.  The current ratio decreased to 58.40 to 1
as at September 30, 1997 from 136.6 to 1 as at March 31, 1997. 
Current levels of inventory are adequate to meet short term
sales.  There were no significant capital expenditures in the
quarter ended September 30, 1997.  The Company believes that its
current sources of liquidity will be sufficient to meet its
needs for the foreseeable future.  The Company believes that, if
needed, it will be able to obtain additional funds required for
future needs.

<PAGE>

                     CYBER DIGITAL, INC.


PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS IN FORM 8-K



A).  Exhibits.

       

       3.1 Composite Amended and Restated Bylaws of the Company.

      10.1 Amended and Restated Employment Agreement, dated as of
           August 4, 1997, between the Company and J.C. Chatpar.

      27   Financial Data Schedule



B).  Reports on Form 8-K

     No reports on Form 8-K were filed by the Registrant for
     the three months ended September 30, 1997.   



Signatures



Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



                                                                
                               CYBER DIGITAL, INC.





DATED:  November 14, 1997	                                    
                                       By: \s\ J.C. Chatpar                    
                                       Chairman, Principal Financial 
                                             Officer

<PAGE>

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>    5
       
<S>                           <C>
<PERIOD-TYPE>                 6-mos
<FISCAL-YEAR-END>             Mar-31-1997
<PERIOD-END>                  Sep-30-1997
<CASH>                        3,719,248
<SECURITIES>                          0  
<RECEIVABLES>                   357,387                 
<ALLOWANCES>                          0
<INVENTORY>                     444,831       
<CURRENT-ASSETS>              4,527,791  
<PP&E>                          234,438
<DEPRECIATION>                   95,294 
<TOTAL-ASSETS>                4,677,327
<CURRENT-LIABILITIES>            77,537 
<BONDS>                               0
                 0
                         100
<COMMON>                        173,661
<OTHER-SE>                    4,426,029      
<TOTAL-LIABILITY-AND-EQUITY>  4,677,327
<SALES>                          28,410
<TOTAL-REVENUES>                 28,410
<CGS>                            44,326
<TOTAL-COSTS>                   733,099
<OTHER-EXPENSES>                      0
<loss-provission>                     0
<INTEREST-EXPENSE>                    0
<INCOME-PRETAX>                (641,520)
<INCOME-TAX>                          0
<INCOME-CONTINUING>            (641,520)
<DISCONTINUED>                        0
<EXTRAORDINARY>                       0
<CHANGES>                             0
<NET-INCOME>                   (641,520)
<EPS-PRIMARY>                     (0.02)
<EPS-DILUTED>                     (0.02)
        
  
<PAGE>

</TABLE>


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