CHEUNG LABORATORIES INC
10-Q, 1997-08-19
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
  
                               FORM 10-Q
(Mark One)

[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

                                     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 2-93826-W

                    CHEUNG LABORATORIES, INC.                        
      (Exact name of registrant as specified in its charter)

                 Maryland                            52-1256615    
       State or other jurisdiction of    (I.R.S. Employer Identification No.)
        incorporation or organization

          10220-I Old Columbia Road
             Columbia, Maryland                     21046-1705 
        (Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code (410) 290-5390
Securities registered pursuant to Section 12(b) of the Act:    None
Securities registered pursuant to Section 12(g) of the Act:    Common Stock, 
                                                     par value $.01 per share
                                                         (Title of Class)

    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        

    

    As of June 30,1997, the Registrant had outstanding 27,153,163 shares of 
Common Stock, $.01 par value.

<PAGE>                              



PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

                          CHEUNG LABORATORIES, INC.
                               BALANCE SHEETS
                     June 30, 1997 and September 30, 1996
                                
<TABLE>
<CAPTION>
                                   ASSETS

                                                    6/30/1997       9/30/1996

<S>                                             <C>            <C>
Current assets:

 Cash and cash equivalents                           $120,549        $246,931

 Accounts receivable (net of an allowance for 
  doubtful accounts of $21,939 and $20,770 on 
  6/30/1997 and 9/30/1996 respectively)               169,212         154,335
                                                               
                                                               
 Interest receivable - Ardex                           30,143           5,333
                                                               
 Inventories                                          307,549         270,952
                                                               
 Prepaid expenses                                       2,718           1,669
                                                               
 Other current asset                                   26,755          26,755
                                                      -------          ------   
     Total current assets                             656,925         705,975
                                                      -------         -------
                                                               
 Property and equipment - at cost:
 --------------------------------                                        
 Furniture and office equipment                       180,348         176,541
                                                               
 Laboratory and shop equipment                         62,228          62,228
                                                      -------         -------
                                                      242,575         238,769
                                                               
     Less accumulated depreciation                    212,264         205,766
                                                      -------         ------- 
                                                               
     Net value of property and equipment               30,312          33,003
                                                       ------          ------ 
 Other assets:
                                                               
  Investment in Aestar Fine Chemical Company- 
         at cost                                            -       8,000,000
                                                               
  Funds held under investment contract                      -          40,000
                                                               
  Notes receivable - Ardex Equipment, L.L.C.          400,000         400,000
                                                               
 Patent licenses (net of accumulated 
   amortization of $49,279 and $37,328 on 
   6/30/1997 and  9/30/1996, respectively)            130,671         142,622
                                                      -------         ------- 
         Total other assets                           530,671       8,582,622
                                                      -------       ---------
             Total assets                          $1,217,908      $9,321,600
                                                   ==========      ==========

</TABLE>                                                               
                                   
                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                    6/30/1997       9/30/1996

<S>                                             <C>            <C>

Current liabilities:
- -------------------
 Accounts payable - trade                            $660,050        $197,190
                                                                      
 Notes payable-related parties, current portion       457,962         331,712 
                                                                      
 Accrued interest payable - related parties           255,422         339,660
                                                                      
 Accrued interest payable - other                      57,230           8,417
                                                                      
 Accrued compensation                                 320,443         186,459
                                                                      
 Accrued professional fees                            218,352          76,352
                                                                      
 Other accrued liabilities                             16,765         100,905
                                                                      
 Deferred revenues                                    112,031         115,531
                                                      -------         ------- 
         Total current liabilities                  2,098,255       1,352,726
                                                    ---------       ---------
Long term liabilities:
                                                                      
 Note payable-related party,due after one year          8,000           8,000
                                                                      
 Notes payable - private placement                  1,361,750       1,205,000
                                                    ---------       --------- 
         Total long-term liabilities                1,369,750       1,213,000
                                                    ---------       ---------
                Total liabilities                   3,468,005       2,565,726
                                                    ---------       --------- 
                                                                     
Stockholders' equity:
- --------------------                                                   
                                                                     
 Capital stock - $.01 par value; 51,000,000 
    shares authorized, 27,153,163 and 
    41,206,360 issued and outstanding for 
    6/30/1997 and 9/30/1996, respectively.            271,532         412,063
                                                                      
 Additional paid-in capital                        11,600,896      18,555,444
                                                                      
 Accumulated deficit                              (14,122,525)    (12,211,633)
                                                   ----------      ----------
    Total stockholders' equity (deficit)           (2,250,097)      6,755,874
                                                    ---------       ---------
    Total liabilities and shareholders' equity     $1,217,908      $9,321,600
                                                   ==========      ==========
</TABLE>

<NOTE>

See accompanying notes.
                                                                      
</NOTE>                                                                      
                                                                      
                           CHEUNG LABORATORIES, INC.
                           STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                       Three Months Ended June 30,      Nine Months Ended June 30
                                               1997           1996             1997          1996

<S>                                   <C>           <C>           <C>              <C>         

Revenue:
- -------

   Hyperthermia sales and parts              $3,675        $31,277         $116,968      $121,589 

   Consulting service and repairs                 -              -                -         8,750

   Returns and allowance                          -        (60,000)               -       (60,000)
                                             ------        -------          -------        ------   
       Total revenue                          3,675        (28,723)         116,968        70,339

Cost of sales                                 2,029              -           46,141        25,887
                                              -----         ------           ------        ------
Gross profit (loss)                           1,646        (28,723)          70,828        44,452
                                              -----         ------           ------        ------
Operating expenses:

Selling, general and administrative         732,784*       280,009        1,709,454       763,506

Research and development                    102,843              -          144,945         7,610
                                            -------        -------        ---------       -------
Total operating expenses                    835,627        280,009        1,854,399       771,116
                                            -------        -------        ---------       -------

(Loss) Income from operations              (833,981)      (308,732)      (1,783,572)     (726,664)

Loss in investment fund                           -              -          (40,000)            - 

Other(expense) income                         8,448             17           33,313         1,767

Interest expense                            (41,752)       (21,388)        (120,633)      (64,767)
                                            -------        -------        ---------       -------
(Loss) Income before income taxes          (867,285)      (330,103)      (1,910,892)     (789,664)

Income taxes                                      -              -                -             -
                                            -------        -------        ---------       -------
Net (loss) income                          (867,285)      (330,103)      (1,910,892)     (789,664)
                                            =======        =======        =========       =======
Net (loss) income per common share          ($0.033)       ($0.014)         ($0.073)      ($0.033)

Weighted average shares outstanding      26,495,072     24,221,487       26,007,435    23,930,090

</TABLE>
  
<NOTE>

(1) This amount includes $280,000 in compensation expense recorded for the 
500,000 shares of common stock issued to Spencer Volk.

See accompanying notes.                

</NOTE>

                          CHEUNG LABORATORIES, INC.
                          STATEMENTS OF CASH FLOWS
                                                
<TABLE>
<CAPTION>

                                                  Nine Months Ended June 30,

                                                       1997          1996

<S>                                            <C>             <C>

Cash flows from operating activities:

  Net (loss) income                                $(1,910,892)    $(789,665)

  Noncash items included in net (loss) income:

  Loss in investment fund                                    -             -

  Depreciation and amortization                         17,269         9,606

  Bad debt expense                                       1,170          (254)

  Net changes in:

  Accounts receivable                                  (14,877)      (33,900)

  Inventories                                          (36,597)       24,679

  Accrued interest receivable                          (24,810)            -

  Prepaid expenses                                      (1,049)      (15,965)

  Accounts payable-trade                               462,860         4,614

  Accrued interest payable - related parties           (84,238)      126,420

  Accrued interest payable - other                      48,813         1,891

  Accrued compensation                                 133,984        73,994

  Accrued professional fees                            142,000        87,766

  Other accrued liabilities                            (84,129)       84,812
                                                     ---------       -------
      Net cash (used) provided by operating 
          activities                                (1,350,496)     (426,002)
                                                     ---------       -------
Cash flows from investing activities:

  Purchase of property and equipment                    (3,806)         (150)

  Funds returned - investment contract                  40,000       139,000
                                                     ---------       -------
      Net cash provided (used) by investing
          activities                                    36,194       138,850
                                                     ---------       -------
Cash flows from financing activities:

  Payment on notes payable (net)                       283,000        24,000

  Proceeds of stock issuances                          904,920       295,221
                                                     ---------       -------
      Net cash provided by financing 
          activities                                 1,187,290      319,221
                                                     ---------       -------
Net increase (decrease) in cash                       (126,382)       32,069

Cash at beginning of period                            246,931         7,238
                                                       -------        ------
Cash at end of the period                              120,549        39,307
                                                       =======        ======
</TABLE>

<NOTE>

See accompanying notes.                     

</NOTE>

                          CHEUNG LABORATORIES, INC.
                        NOTES TO FINANCIAL STATEMENTS
                                     
Note 1. Basis of Presentation
     
   The information presented for the nine month periods ended June 30, 1996 
and June 30, 1997 is unaudited, but includes all adjustments (consisting only
of normal recurring accruals) that Cheung Laboratories, Inc.'s (the "Company")
management believes to be necessary for the fair presentation of results for 
the periods presented.  The September 30, 1996  balance sheet was derived 
from audited financial statements. These financial statements should be read
in conjunction with the Company's audited annual statements for the year 
ended September 30, 1996, which were included as part of the Company's Report
on Form 10-K. 
     
Note 2. Common Stock Outstanding and Per Share Information
     
   Per share data is based on the weighted average number of shares of Common
Stock outstanding during each of the periods. Outstanding warrants, options, 
notes which can be converted into Common Stock, and the 16,000,000 shares 
retired in October 1996 are not included in the calculation of the per share 
data.
  
Note 3. Inventories

   Inventories are carried at the lower of actual cost or market and cost is
determined using the average cost method. The components of inventories on 
6/30/97 and 9/30/1996 are as follows:
  
<TABLE>
<CAPTION>
                                           
                                        6/30/1997                 9/30/1996
    
<S>                                  <C>                        <C>

      Finished products                   $62,586                   $55,138
      Work in process                      52,283                    46,062
      Materials                           192,680                   169,752 
                                          -------                   -------
                                         $307,549                  $270,952
                                         ========                  ========
 
</TABLE>

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

   The statements in this report that relate to future plans, events or 
performance are forward-looking statements. Actual results, events or 
performance may differ materially due to a variety of factors, including the
factors described on the Form 10-K for the year ended September 30, 1996. 
Readers are cautioned not to place undue reliance on these forward-looking 
statements, which speak only as of the date hereof. The Company undertakes 
no obligation to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect events or circumstances 
after the date hereof or to reflect the occurrence of unanticipated events.

Overview  

   Cheung Laboratories, Inc. is engaged in developing and marketing minimally
invasive medical devices and systems utilized in the treatment of cancer and
genitourinary diseases associated with benign growth of the prostate in older
males, the most common being benign prostatic hyperplasia ("BPH"). The 
Company intends to concentrate its business on the development of two 
recently acquired technologies: (I) adaptive phase array ("APA") targeting of 
microwave energy, which the Company believes will have broad potential
medical applications, and (ii) balloon catheter technology for enhanced 
thermotherapy of BPH and other genitourinary tract conditions.  While the 
balloon catheter technology is related to the Company's previous BPH 
thermotherapy devices, the Company believes the APA technology has the 
potential to serve as the core technology for a broad array of medical 
devices, and accordingly the Company will devote most of its resources to the
exploitation of the APA technology.

   The Company  acquired an exclusive license to use three patents involving a
technology known as Adaptive Phased Array ("APA") from the Massachusetts 
Institute of Technology ("MIT").  The APA technology was originally developed
for use in microwave radar systems for the U.S. Department of Defense to 
track missiles and to nullify the energy beam from enemy jamming equipment.  
The significance of the APA technology is its ability to deliver and focus 
heat to tumor sites in the human body without burning the skin and the
surrounding healthy tissues. Medical benefits of selectively heating tissue 
have been demonstrated for years.  Delivering the necessary heat within the 
body without damaging surrounding tissue has been a major impediment to the 
use of thermotherapy for deep seated disease. The APA technology concentrates
the microwave energy and resulting heating on a well defined target area and 
nullifies energy in surrounding tissue.  The Company will attempt to develop 
applications of the APA technology in the following areas:

   Cancer Treatment -- Deep-seated malignant tumors, including tumors of the
breast,  colon, pancreas, lung, prostrate, liver and cervix, are some of the
most difficult cancers to treat conventionally. When medical devices based on
the Company's APA technology are completed, oncologists will be able to 
utilize thermotherapy for these cancers in conjunction with radiation or 
chemotherapy. The first system intended for commercialization by the Company 
using the APA technology will be a breast cancer thermotherapy system for the
purpose of heating solid tumors in intact breast.
 
   Targeted Drug Delivery -- Research suggests that focused heat can provide 
the means to melt heat sensitive liposomes (micro-carriers) which encapsulate
toxic drugs and to target specific tissue or organ sites to allow localized 
drug release at focus and further suggests that additional controlled heating
will enhance intracellular drug absorption. By combining the heat sensitive 
liposomes with the Company's APA technology, the Company believes a drug 
delivery system can be developed which can concentrate and release the
medication only at the tumor site.

   Targeted Gene Therapy -- Laboratory testing indicates that artificial gene
molecules can be delivered by heat sensitive liposomes to the desired gene 
site where they can then be released using focused heat. It further appears 
that focused heat will target the replacement gene to the chromosome site and
trigger the gene repair to occur.

   The Company is required to seek an investigational device exemption 
("IDE") from the Food and Drug Administration ( FDA ) to begin patient 
studies in the United States. Data from such studies will be used to seek 
Premarketing Approval ( PMA ) which must be received prior to commercial 
distribution of the Company s new medical devices in the United States. On 
March 5, 1997, the Company delivered its new breast cancer treatment system 
to Massachusetts General Hospital (MGH) under a collaborative research
arrangement to evaluate the APA technology in vivo studies using animal tumor
models in its ability to focus heat to the tumor models. The study was 
completed recently and it confirmed that the APA technologies can indeed 
focus heat deep within the body without heating surrounding tissue or the 
skin.

   The Company s current BPH system is the Microfocus 800(Microfocus 800) 
which utilizes a non-surgical catheter-based therapy that incorporates 
proprietary microwave technology and is designed to preferentially heat 
diseased areas of the prostate to a temperature sufficient to cause cell 
death in those areas.  The Company does not have an IDE or PMA on its current
BPH system and it is therefore not currently available for commercial 
distribution in the United States.  The Microfocus 800 is manufactured in 
Canada and is approved for export from Canada.

   The Company has recently acquired a patented balloon catheter technology 
from MMTC, Inc.,  which has been incorporated into a device to be utilized
with the catheter used in the Company's existing Microfocus BPH System. The 
device consists of a microwave antenna combined with a balloon dilation 
("angioplasty") mechanism which expands to compress the walls of the urethra 
as the prostate is heated.  The combined use of balloon angioplasty and
microwave heating provides a dual modality treatment approach which it is 
believed will provide significantly improved treatment benefits over the 
"heat alone" systems currently available commercially.  First, the heat and 
compression create a natural stent in the wall of the urethra thus permitting 
immediate relief.  Second, the system's relatively low temperature (43 to 
44 degree Celsius) are sufficient to kill prostatic cells outside the 
urethra but are not high enough to cause swelling in the urethra as is often
associated with competitive treatments using high temperatures and no 
compression. The device will also require the Company to seek an IDE and PMA
from the FDA prior to any commercial sales of the device in the United 
States.  On March 26,1997 the Company delivered its new BPH treatment system
to the Albert Einstein College of Medicine in New York City for preclinical
evaluations. The data resulting from the animal test will be used in 
obtaining approval from the Food and Drug Administration to begin clinical 
test. 

   The Company's objective is to establish itself as a leader in the design,
development, and marketing of clinically effective, minimally invasive 
thermotherapy solutions for the treatment of cancer and for urological 
disorders.  The Company has ceased active sales of its current equipment and
is focusing on the development of the new technologies recently acquired by 
the Company to significantly expand the capabilities and market for its
products and increase efforts for FDA approval of all products.  Key elements
to achieve the broadened strategy are to (I) develop products for the 
oncology market, (ii) focus on the large and growing urology market, (iii) 
continue research & development on the use of the Company's technology 
platform to include targeted drug delivery and targeted gene therapy, (iv) 
develop new marketing strategies and relationships based upon selling services
and sharing treatment revenue, (v) establish strategic partnerships with 
research, engineering and business entities, (vi) maintain technological 
leadership and protect technology advantages through patents, (vii) seek 
early regulatory approvals in target markets, and (viii) develop a marketing 
plan allowing the Company to participate in the revenue stream generated by
treatments administered utilizing the Company's products.

Results of Operations

Nine Months Ended June 30, 1996 and 1997

   Revenue increased to $116,968 in the nine months ended June 30, 1997 from
$70,339 in the same period in the prior fiscal year.  The Company has ceased 
active sales of its current equipment and is focusing on the development of
the new technologies recently it acquired to significantly expand the 
capabilities and market for its products. Accordingly, gross sales for the 
quarter ended June 30, 1997 was $3,675 compared with $31,277 for the same
quarter in the previous fiscal year. With the focus on the development and 
marketing of the new thermotherapy systems utilizing the patented technologies,
the Company anticipates that most of its future revenue will be generated by
treatments administered utilizing its thermotherapy systems and the sales of
disposable kits.  Revenue from the new technologies is not expected until the
new technologies are developed and approved for sale by governmental 
regulatory agencies.

   Cost of sales increased to $46,141 in the nine months ended June 30, 1997
from $25,887 in the nine months ended June, 1996 due to increased sales 
volume.  

   Research and development expense increased to $144,945 in the nine months
ended June 30, 1997 from $7,610 in the nine months ended June 30, 1996 due to
increased emphasis on technology enhancements.  The Company expects to 
significantly increase its expenditures for research and development to fund
the development or enhancement of products by incorporating the APA 
technology and the MMTC technology.

   Selling, general and administrative expenses increased in amount to 
$1,709,454 in the nine months ended June 30, 1997 from $763,506 in the nine
months ended June 30, 1996.  The higher expenses were primarily due to the 
increase in consulting and legal expenses, compensation expenses, including 
$280,000 in compensation expense recorded for the 500,000 shares of common 
stock issued to Spencer Volk, and activities related to the restructuring of 
the Company. The Company expects selling and marketing expense to increase 
substantially as it expands its advertising and promotional activities and
increases its marketing and sales force, principally for the 
commercialization of its new thermotherapy systems.

   Interest expense increased to $120,634 in the nine months ended June 30, 
1997 from $64,767 in the nine months ended June 30, 1996. The increase was 
primarily due to the accrued interest on the $1,505,000 8% convertible notes.

Liquidity and Capital Resources

   Since inception, the Company's expenses have significantly exceeded its 
revenues, resulting in an accumulated deficit of $14,122,525 and a 
shareholders deficit of $2,250,097 at June 30, 1997. The Company has funded
its operations primarily through the sale of equity securities.  At June 30, 
1997, the Company had cash, cash equivalents and short-term investments 
aggregating approximately $120,549. Net cash used in the Company's operating
activities was $1,350,496 for the nine months ended June 30, 1997.

   The Company has incurred negative cash flows from operations since its 
inception, and has expended, and expects to continue to expend in the future, 
substantial funds to complete its planned product development efforts, 
including seeking FDA approval for the domestic sale of the Company's 
products, expand its sales and marketing activities. The Company expects that
its existing capital resources will not be adequate to fund the Company's
operations through the next twelve months.  The Company is dependent on 
raising additional capital to fund its development of technology and to 
implement its business plan.  Such dependence will continue at least until 
the Company begins marketing its new technologies.  

   The Company's future capital requirements and the adequacy of available 
funds will depend on numerous factors, including: the successful 
commercialization of the thermotherapy systems;  progress in its product 
development efforts; the magnitude and scope of such efforts; progress with 
preclinical studies and clinical trials; the cost and timing of manufacturing
scale-up; the development of effective sales and marketing activities; the
cost of filing, prosecuting, defending and enforcing patent claims and other 
intellectual property rights; the emerging of competing technological and 
market developments; and the development of strategic alliances for the 
marketing of the Company s products. To the extent that funds generated from 
the Company's operations are insufficient to meet current or planned 
operating requirements, the Company will be required to obtain additional
funds through equity or debt financing, strategic alliances with corporate 
partners and others, or through other sources.  The Company does not have any
committed sources of additional financing, and there can be no assurance that
additional funding, if necessary, will be available on acceptable terms, if 
at all. If adequate funds are not available, the Company may be required to 
delay, scale-back or eliminate certain aspects of its operations or attempt
to obtain funds through arrangements with collaborative partners or others 
that may require the Company to relinquish rights to certain of its 
technologies, product candidates, products or potential markets. If adequate
funds are not available, the Company's business, financial condition and 
results of operations will be materially and adversely effected.



PART II OTHER INFORMATION

Item 1. Legal Proceedings

   The Company has been named as a defendant in a lawsuit filed by Eastwell
Management Services, Ltd. ("Eastwell") in the United States District Court 
for the District of Maryland.  In the lawsuit, Eastwell is seeking damages 
in the amount of $125,000, plus interest for an alleged breach of a loan 
agreement between the Company and Eastwell. The Company denies that any
funds are due to Eastwell and has filed an Answer and Counterclaim seeking 
damages from Eastwell for breach of related agreements.

Item 2. Change in Securities

The securities sold by the Company without registration under the Securities 
Act of 1933 (the "33 Act") in the Quarter ended June 30, 1997 are summarized 
in the following table.  These securities were sold without registration 
pursuant to an exemption in Section 4(2) of the 33 Act.

<TABLE>
<CAPTION>

Date     Title                         Name                        Amount

<S>     <C>                           <C>                        <C>

4/1/97     8% Senior Convertible Note    Charles & Barbara Young     $10,000

4/18/97    8% Senior Convertible Note    Ryan, Lee & Co.             $20,000

5/21/97    8% Senior Convertible Note    Ryan, Lee & Co.             $13,000

5/6/97     8% Senior Convertible Note    Ryan, Lee & Co.             $10,000

6/16/97    8% Senior Convertible Note    Ryan, Lee & Co.             $12,000

6/17/97    8% Senior Convertible Note    Ryan, Lee & Co.             $11,000

6/18/97    8% Senior Convertible Note    Ryan, Lee & Co.             $36,700

4/24/97    8% Senior Convertible Note    Sidney&Carolyn Markowitz    $10,000

5/10/97    8% Senior Convertible Note    Donald Beard                $20,000

5/23/97    8% Senior Convertible Note    Stearns Management          $16,750

6/16/97    8% Senior Convertible Note    Sivertsen & Associates      $10,000

6/18/97    8% Senior Convertible Note    Mette Larsen                $42,000

6/18/97    8% Senior Convertible Note    Ole Larsen                  $10,000

6/18/97    8% Senior Convertible Note    Michael Slattery            $10,000

6/18/97    8% Senior Convertible Note    Philip Felice               $41,000

6/23/97    8% Senior Convertible Note    Nisha Sethi                 $10,000

6/24/97    8% Senior Convertible Note    Dennis Farrell              $12,500

6/25/97    8% Senior Convertible Note    Howard Conyack              $10,250

6/25/97    8% Senior Convertible Note    Barbara Friedman            $15,000

6/26/97    8% Senior Convertible Note    Alex Nazarenko              $20,000

5/22/97    12% Note                      Horton Trust                $220,000

6/3/97     Common Stock                  Spencer Volk                $100,000

</TABLE>

<NOTE>

Note: In the quarter ended June 30, 1997, the Company issued 500,000 shares
to Spencer Volk as  part of the compensation outlined in the Employment 
Agreement between Mr. Volk and the Company.

</NOTE>

Item 3. Defaults upon Senior Securities

none.

Item 4.   Submission of Matters to a Vote of Securities Holders

none.

Item 5. Other Information

   On May 28, 1997, the Company elected Mel Soule and Walter Herbst as 
Directors of the Board, replacing Richard Jackson and Robert Schiffmann, who 
resigned.  From 1994 through 1997, Mr. Soule was the president and chief 
executive officer of Grace Biomedical Division, a subsidiary of the W.R. 
Grace & Co.  From 1993 through 1994, Mr. Soule was the director of 
commercial planning for the Washington Research Center of W.R. Grace & Co. 
From 1992-1993, Mr. Soule was a senior development manager for W.R. Grace &
Co.  Mr. Soule holds an MBA degree from Wilmington College and a BA from the
University of Massachusetts. Mr. Herbst has been and currently is chief 
executive officer of Herbst Lazar Bell, Inc., the engineering firm he founded
in 1962.  Mr. Herbst also serves as a faculty fellow in industrial design at 
the Northwestern University McCormick School of Engineering and Applied 
Sciences.  Mr. Herbst holds a B.S.A. in Industrial Design from the University
of Illinois and a Master of Management from the Kellogg Graduate School of 
Northwestern University.
 
Item 6. Exhibits and Reports on Form 8-K

(a) Exhibit.

11. Computation of per share earnings.

27. Financial Data Schedule

(b) Reports on Form 8-K

   One report on Form 8-K was filed during the period reported pertaining to
the appointment of Spencer Volk as the President and Chief Executive Officer
on May 11, 1997.

 
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.

 
 
                       DATE: August 19, 1997        Cheung Laboratories, Inc.

                       ----------------------       -------------------------
                                                                            
                                                           (Registrant)
 
 
                                                       /s/ Spencer J. Volk
                                                       -------------------
                                                          Spencer J. Volk
                                                          President
                                                                             
    
  
                                                            /s/John Mon
                                                            -----------
                                                              John Mon
                                                              Treasurer


                                     
                                  EXHIBIT 11
                                     
                                     
                           CHEUNG LABORATORIES, INC.
                    COMPUTATION OF EARNING (LOSS) PER SHARE

<TABLE>
<CAPTION>

                                Three Months Ended        Nine Months Ended 
                                       June 30                  June 30

                                1997          1996        1997         1996

<S>                      <C>          <C>          <C>           <C>

Net (loss) income           ($867,285)   ($330,103)  ($1,910,892)   ($789,664)

Weighted average shares 
    outstanding            26,495,072   24,221,487    26,007,435   23,930,090

Net (loss)income per 
    common share              ($0.033)     ($0.014)      ($0.073)     ($0.033)

</TABLE>

<NOTE>

* Outstanding warrants, options, notes which can be converted into Common 
Stock, and the 16,000,000 shares retired in October  1996 are not included 
in the calculation of the per share data.                  

</NOTE>





<TABLE> <S> <C>


       <S><C>

<ARTICLE>5
<LEGEND>

This schedule contains summary financial information extracted from the
financial statements in this 10Q and is qualified in its entirety by 
reference to such financial statements

</LEGEND>

<S>                                  <C>
<PERIOD-TYPE>                             9-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-START>                              OCT-1-1996
<PERIOD-END>                               JUN-30-1997
<CASH>                                         120,549
<SECURITIES>                                         0
<RECEIVABLES>                                  199,355
<ALLOWANCES>                                    21,939
<INVENTORY>                                    307,549
<CURRENT-ASSETS>                               656,925
<PP&E>                                         242,575
<DEPRECIATION>                                 212,264
<TOTAL-ASSETS>                               1,217,908
<CURRENT-LIABILITIES>                        2,098,255
<BONDS>                                              0
                                0
                                          0
<COMMON>                                   (2,250,107)
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 1,217,908
<SALES>                                        116,968
<TOTAL-REVENUES>                               116,968
<CGS>                                           46,141
<TOTAL-COSTS>                                   46,141
<OTHER-EXPENSES>                             1,783,572  
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             120,633  
<INCOME-PRETAX>                            (1,910,892)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,910,892)
<EPS-PRIMARY>                                   (.073)
<EPS-DILUTED>                                        0

        



</TABLE>


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