<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A(1)
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
_______________________________________________
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period
from____________________________________to____________________________________
1-10285
Commission File Number:_______________________________________________________
BIOMAGNETIC TECHNOLOGIES, INC.
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
California
______________________________________________________________________________
(State or other jurisdiction of incorporation or organization)
95-2647755
______________________________________________________________________________
(I.R.S. Employer Identification No.)
9727 Pacific Heights Boulevard, San Diego, California 92121-3719
______________________________________________________________________________
(Address of principal executive offices) (zip code)
(619) 453-6300
______________________________________________________________________________
Registrant's telephone number, including area code)
______________________________________________________________________________
(Former name, former address and formal 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 [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
As of February 1, 1997 Registrant had only one class of common stock
of which there were 47,691,824 shares outstanding.
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PART II--OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
In August 1996, the Company entered into a loan agreement with Dassesta
International S.A. ("Dassesta"), providing for loans to the Company of up to
$3,000,000 bearing interest at 9% per annum maturing in February 1997. The
note plus accrued interest was convertible into common shares at the option
of the Company at $.40 per share at any time and under certain conditions at
the option of Dassesta. As of September 30, 1996 the Company had borrowed
the entire $3,000,000.
On December 31, 1996 the Company exercised its option to convert the
$3,000,000 short term loan from Dassesta, plus $87,040 of accrued interest
thereon, into common stock of the Company. A total of 7,717,602 shares were
issued to Dassesta in reliance upon Securities Act Section 3 (a) (9). The
derivative security (the note) had been issued in reliance upon Regulation S
under the Securities Act.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
No reports on Form 8-K have been filed during the quarter ended December 31,
1996. The exhibits filed as part of this report are listed below.
EXHIBIT NO. DESCRIPTION
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27 Financial Data Schedule
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,975
<SECURITIES> 4,391
<RECEIVABLES> 45
<ALLOWANCES> 20
<INVENTORY> 6,606
<CURRENT-ASSETS> 13,283
<PP&E> 9,509
<DEPRECIATION> (8,689)
<TOTAL-ASSETS> 14,881
<CURRENT-LIABILITIES> 15,286
<BONDS> 0
0
0
<COMMON> 81,555
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 14,881
<SALES> 33
<TOTAL-REVENUES> 317
<CGS> 85
<TOTAL-COSTS> 100
<OTHER-EXPENSES> 2,263
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 69
<INCOME-PRETAX> (2,115)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,115)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,115)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> 0
</TABLE>
