SPARTA SURGICAL CORP
10QSB, 1996-07-15
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934

                       For the quarter ended May 31, 1996

                                       OR

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

                 For the transition period from         to

                         Commission File Number 1-11047

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

               Delaware                                   22-2870438
    (State or other jurisdiction                       (I.R.S. Employer
   of incorporation or organization)                 Identification Number)


                              Bernal Corporate Park
                 7068 Koll Center Parkway, Pleasanton, CA 94566
                    (Address of principal executive offices)

                                 (510) 417-8812
                           (Issuer's telephone number)


Check  whether the issuer (1) 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

As of May 31,  1996,  4,403,526  shares  of  Common  Stock,  178,523  shares  of
Redeemable Convertible Preferred Stock and 33,068 shares of Series A Convertible
Redeemable Preferred Stock were outstanding.


<PAGE>


                           SPARTA SURGICAL CORPORATION

                                   Form 10-QSB


                                      INDEX


                                                                           Page
                                                                          Number

Part I.    Financial Information

           Item 1.    Financial Statements

                      Condensed Consolidated Balance
                      Sheet as of May 31, 1996                             1 - 2

                      Condensed Consolidated Statements
                      of Operations for the three months
                      ended May 31, 1996 and 1995                              3

                      Condensed Consolidated Statements
                      of Cash Flows for the three months
                      ended May 31, 1996 and 1995                              4

                      Notes to Financial Statements                            5

           Item 2.    Management's Discussion and
                      Analysis of Financial Condition
                      and Results of Operations                            6 - 8

Part II.   Other Information and Signatures                               9 - 12


<PAGE>


                           SPARTA SURGICAL CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  May 31, 1996
                                   (Unaudited)

                                     ASSETS


Current Assets:
 Cash and cash equivalents ..................................       $        --
 Accounts receivable - trade, net of allowance
   for doubtful accounts of $108,664 ........................           327,590
 Inventories ................................................         2,560,061
 Notes receivable ...........................................             4,206
 Prepaid expenses ...........................................           122,871
                                                                    -----------
    Total Current Assets ....................................         3,014,728
                                                                    -----------
Property and Equipment, at cost:
 Machinery and equipment ....................................            56,000
 Other equipment ............................................           491,625
 Leasehold improvements .....................................            15,733
                                                                    -----------
                                                                        563,358
Less accumulated depreciation ...............................          (246,282)
                                                                    -----------
    Net Property and Equipment ..............................           317,076
                                                                    -----------
Other Assets:
 Intangible assets, net of
  accumulated amortization ..................................           878,797
 Deposits and other .........................................            49,868
 Notes receivable - officers ................................           821,419
 Accounts receivable - officers .............................           127,232
                                                                    -----------
     Total Other Assets .....................................         1,877,316
                                                                    -----------
     Total Assets ...........................................       $ 5,209,120
                                                                    ===========


                     The accompanying notes are an integral
            part of these condensed consolidated financial statements


                                       -1-


<PAGE>


                           SPARTA SURGICAL CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  May 31, 1996
                                   (Unaudited)
                                   (Continued)

                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities:
 Accounts payable - trade .......................................   $   689,652
 Accrued expenses:
  Payroll taxes and wages .......................................        69,136
  Interest and other ............................................        24,418
 Dividends payable ..............................................         4,134
 Notes payable ..................................................       450,000
 Accrued royalty payments .......................................        31,151
 Current portion of long-term debt ..............................        46,554
                                                                    -----------
     Total Current Liabilities ..................................     1,315,045
                                                                    -----------
Long-Term Debt:
 Obligations under capital leases ...............................       144,418
 Financial institutions and other ...............................       596,355
 Less current portion above .....................................       (46,554)
                                                                    -----------
       Total Long-Term Debt .....................................       694,219

Other liabilities ...............................................       377,595
                                                                    -----------
Commitments and contingencies ...................................            --

Stockholders' Equity:
 Preferred Stock: $4.00 par value, 5,000,000 shares authorized;
   Non-cumulative Redeemable Convertible Preferred Stock:
    1,500,000 shares authorized, 178,523 shares issued
    and outstanding .............................................       714,092
   Series A Cumulative Convertible Redeemable Preferred Stock:
    250,000 shares authorized, 33,068 shares issued
    and outstanding .............................................       132,272
Common Stock: $.002 par value, 30,000,000 shares authorized,
    4,403,526 shares issued and outstanding .....................         8,807
 Additional paid in capital .....................................     7,731,209
 Accumulated deficit ............................................    (5,764,119)
                                                                    -----------
      Total Stockholders' Equity ................................     2,822,261
                                                                    -----------
      Total Liabilities and Stockholders' Equity ................   $ 5,209,120
                                                                    ===========


                     The accompanying notes are an integral
            part of these condensed consolidated financial statements


                                       -2-


<PAGE>


                           SPARTA SURGICAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                          Three Months Ended
                                                               May 31,
                                                    ---------------------------
                                                        1996            1995
                                                        ----            ----
Net sales ......................................    $   584,953     $ 1,769,462

Cost of sales ..................................        242,651         862,048
                                                    -----------     -----------
     Gross Profit ..............................        342,302         907,414

Selling, general and administrative expenses ...        512,241         486,490

Research and development .......................         17,975          36,764

Depreciation and amortization ..................         57,589         163,151
                                                    -----------     -----------
                                                                        
     Income (Loss) From  Operations ............       (245,503)        221,009
                                                    -----------     -----------
Other Income (Expense):
 Interest and other income .....................          4,185           4,607
 Interest expense ..............................        (31,779)       (200,094)
                                                    -----------     -----------
      Total Other Income (Expense) ..............       (27,594)       (195,487)
                                                    -----------     -----------
     Income (Loss) Before Provision
      For Income Taxes .........................       (273,097)         25,522

Provision for income taxes                                   --              --
                                                    -----------     -----------
Net Income (Loss) ..............................       (273,097)         25,522

Preferred stock dividends ......................         (4,134)         (6,964)
                                                    -----------     -----------
Net Income (Loss) Applicable To Common
 Shareholders ..................................    $  (277,231)    $    18,558
                                                    ===========     ===========
Net Income (Loss) Per Share of Common Stock:
 Primary:
  Weighted average number of common
   shares outstanding ..........................      4,142,286       3,340,342
                                                    ===========     ===========
   Net Income (Loss) Per Common Share ..........    $      (.07)    $       .01
                                                    ===========     ===========
 Fully diluted:
  Weighted average number of common
   shares outstanding ..........................      4,142,286       3,807,304
                                                    ===========     ===========
   Net Income (Loss) Per Common Share ..........    $      (.07)    $        --
                                                    ===========     ===========


                     The accompanying notes are an integral
            part of these condensed consolidated financial statements


                                       -3-


<PAGE>


                           SPARTA SURGICAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                          Three Months Ended
                                                               May 31,
                                                     --------------------------
                                                         1996           1995
                                                         ----           ----
Cash Flows From Operating Activities:
 Net income (loss) ...............................   $  (273,097)   $    25,522
 Adjustments to reconcile net income (loss) to
  net cash used by operating activities:
   Depreciation and amortization .................        57,589        163,151
   Changes in assets and liabilities:
    (Increase) in accounts receivable ............       (39,173)       (92,509)
    (Increase) Decrease in inventories ...........        49,326        (90,403)
    (Increase) in prepaid expenses and other .....       (41,076)       (84,346)
    (Increase) Decrease in deposits and other ....         2,341         (2,095)
    (Decrease) Increase in accounts payable
     and accrued expenses ........................      (258,435)        37,209
                                                     -----------    -----------

     Net Cash (Used) By Operating Activities .....      (502,525)       (43,471)
                                                     -----------    -----------
Cash Flows From Investing Activities:
 Capital expenditures ............................          (905)        (9,586)
 Increase in intangible assets ...................       (31,665)          (652)
 Increase in receivables from related entities ...        (4,662)        (3,222)
                                                     -----------    -----------
     Net Cash (Used) By Investing Activities .....       (37,232)       (13,460)
                                                     -----------    -----------
Cash Flows From Financing Activities:
 Proceeds from  borrowing ........................     1,055,898      1,956,572
 Principal payments on notes payable .............      (602,535)    (1,851,800)
 Principal payments on accrued royalties .........       (31,106)       (53,367)
 Issuance of common stock upon exercise
  of warrants ....................................       117,500             --
                                                     -----------    -----------

     Net Cash Provided By Financing Activities ...       539,757         51,405
                                                     -----------    -----------
     Net Increase (Decrease) in Cash and
      Cash Equivalents ...........................            --         (5,526)

     Cash and Cash Equivalents at Beginning
      of Period ..................................            --          5,526
                                                     -----------    -----------
     Cash and Cash Equivalents at End of Period ..   $        --    $        --
                                                     ===========    ===========
Supplemental Disclosure of Cash Flow Information:
 Cash paid during the period for:
  Interest .......................................   $    19,004    $   203,422
  Income taxes ...................................            --             --

Supplemental Disclosure of Noncash Investing
 and Financing Activities:
  Conversion of Preferred Stock into Common Stock.   $   436,708    $   540,896
  Dividends payable on Series A Convertible
   Redeemable Preferred Stock ....................         4,134          6,964


                     The accompanying notes are an integral
           part of these consolidated condensed financial statements


                                      -4-


<PAGE>


                           SPARTA SURGICAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   The  accompanying  financial  information  of the  Company is  prepared  in
     accordance with the rules prescribed for filing condensed interim financial
     statements and,  accordingly,  does not include all disclosures that may be
     necessary for complete  financial  statements  prepared in accordance  with
     generally accepted  accounting  principles.  The disclosures  presented are
     sufficient,  in  management's  opinion,  to make  the  interim  information
     presented not misleading.  All adjustments,  consisting of normal recurring
     adjustments,  which are necessary so as to make the interim information not
     misleading,  have been made.  Results of  operations  for the three  months
     ended May 31, 1996 are not necessarily  indicative of results of operations
     that  may be  expected  for  the  year  ending  February  28,  1997.  It is
     recommended  that this  financial  information  be read  with the  complete
     financial statements included in the Company's Annual Report on Form 10-KSB
     for the year ended February 29, 1996  previously  filed with the Securities
     and Exchange Commission.


                                       -5-


<PAGE>


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


INTRODUCTION

     On December 7, 1995,  the Company  sold its  medical  product  line,  which
consisted  primarily of wound care gauze dressings,  to Tecnol Medical Products,
Inc.  ("Tecnol"),  which  resulted in the Company's  elimination  of the medical
product line from its business operations  approximately three months before the
year ended  February 29, 1996 ("Fiscal  1996").  Following  this  disposition of
assets,  the Company  implemented a restructuring  plan involving a reduction of
personnel, the reorganization of the sales department,  and the consolidation of
operating facilities.  Therefore, the results for the three months ended May 31,
1996  ("First  Quarter  Fiscal  1997") do not reflect the medical  product  line
operations,  whereas for the three  months  ended May 31, 1995  ("First  Quarter
Fiscal 1996") the results of the medical  product line operations are reflected.
For the reason stated above,  the results for the First Quarter  Fiscal 1997 and
the First Quarter Fiscal 1996 are not strictly comparable.

RESULTS OF OPERATIONS

Three Months Ended May 31, 1996
as Compared to Three Months Ended May 31, 1995

     Net sales for the First Quarter Fiscal 1997 were $584,953, a 66.9% decrease
from net sales of $1,769,462  for the First Quarter  Fiscal 1996.  The net sales
decrease  during the First Quarter  Fiscal 1997 as compared to the First Quarter
Fiscal 1996 is the result of (i) a decrease  of  $1,000,380  in medical  product
sales which resulted from the disposition of the Company's  medical product line
in December 1995;  (ii) a decrease of $14,410 or 4.4% in surgical  product sales
from  $329,549  to  $315,139;  and  (iii) a  decrease  of  $169,719  or 38.6% in
electrotherapy  product sales from  $439,533 to $269,814.  The decrease in sales
for  the  electrotherapy  product  line  can  be  primarily  attributed  to  the
completion  in July 1995 of a one year,  non-cancelable  $500,000  contract with
Henley  Healthcare  ("Henley")  in which the  Company  provided  Henley with its
Spectrum Max-SD TENS unit.  During the First Quarter Fiscal 1996 the Company had
approximately  $150,000 in sales to Henley  which were not  repeated  during the
First Quarter Fiscal 1997. However,  the Company is currently  negotiating a new
contract  with  Henley and  expects  negotiations  to be  finalized  in the near
future.  The Company  intends to concentrate its efforts on increasing its level
of sales to achieve profitable  operations.  In addition, the Company intends to
consider growth through selective strategic  acquisitions in complementary lines
of business.

     Gross  profit  was  $342,302  or 58.5% of net sales  for the First  Quarter
Fiscal 1997 as compared to $907,414 or 51.3% of net sales for the First  Quarter
Fiscal 1996.  The increase in gross profit  percentage  is primarily  due to the
disposition  of the medical  product  line in  December  1995.  In general,  the
medical  product  line  generated  lower gross  profits  than the  surgical  and
electrotherapy  product lines.  The decrease in gross profit is primarily due to
the overall  decrease in net sales resulting from the disposition of the medical
product line.

     Selling, general and administrative ("SG&A") expenses for the First Quarter
Fiscal 1997 were  $512,241,  a 5.3%  increase from SG&A expenses of $486,490 for
the First  Quarter  Fiscal  1996.  The  increase in SG&A  expenses for the First
Quarter  Fiscal 1997 as compared to the First  Quarter  Fiscal 1996 is primarily
due to  legal  expenses  in the  approximate  amount  of  $105,000  incurred  in
connection with the Company's various litigation  proceedings.  In addition, the
Company has increased  its sales and  marketing  efforts to broaden its customer
base and target distributors for each of our product lines.

     Research and development ("R&D") expenses for the First Quarter Fiscal 1997
were  $17,975,  a 51.1%  decrease  from R&D  expenses  of $36,764  for the First
Quarter  Fiscal 1996.  The decrease in R&D expenses for the First Quarter Fiscal
1996 as  compared  to the First  Quarter  Fiscal  1995 is  primarily  due to the
elimination of the R&D efforts related to the medical  product line.  During the
First Quarter Fiscal 1997 the R&D continues to be focused on the redesign of the
Company's  TENS  units  in  an  effort  to  reduce  the  product  cost  for  the
electrotherapy product line.

     Depreciation and amortization ("D&A") expenses for the First Quarter Fiscal
1997 were $57,589,  a 64.7% decrease from D&A expenses of $163,151 for the First
Quarter  Fiscal  1996.  During  the First  Quarter  Fiscal  1997,  D&A  expenses
decreased due to the  elimination  of the  depreciation  expenses on the medical
product  line  manufacturing  equipment  sold to Tecnol in December  1995.  As a
result of the sale of the medical  product line, the Company's D&A expenses will
be  substantially  reduced for the fiscal year ending February 28, 1997 ("Fiscal
1997").


                                       -6-


<PAGE>


     Net interest expense for the First Quarter Fiscal 1997 was $27,594, a 85.9%
decrease  from net  interest  expense of $195,487 for the First  Quarter  Fiscal
1996. The decrease in net interest  expense is primarily due to the repayment of
most of its  outstanding  debt in  December  1995 from the cash  proceeds of the
medical  product line sale. The repayment of debt in December 1995 should result
in substantially reduced interest expenses in Fiscal 1997.

     As a result of the  foregoing,  the net loss for the First  Quarter  Fiscal
1997 was  $273,097,  a decrease of  $298,619  from net income of $25,522 for the
First  Quarter  Fiscal 1996.  The  decrease in net income for the First  Quarter
Fiscal 1997 as compared to the First Quarter Fiscal 1996 is primarily due to the
decrease in net sales and the  corresponding  decrease in gross  profit  coupled
with an increase in SG&A expenses.

     Primary  loss per  share  was $.07 for the  First  Quarter  Fiscal  1997 as
compared  to a primary  income  per share of $.01 for the First  Quarter  Fiscal
1996. Fully diluted loss per share,  which assumes all dilutive  preferred share
conversions  and the exercise of all dilutive  stock options and  warrants,  was
$.07 for the First Quarter  Fiscal 1997 as compared to fully  diluted  income of
$.00 per share for the First Quarter  Fiscal 1996. The primary and fully diluted
income per share  computation  for the First Quarter Fiscal 1997 reflect accrued
dividends on the Series A Convertible Preferred Stock which were which were paid
in June 1996.

LIQUIDITY AND CAPITAL RESOURCES

     Since inception, the Company's primary sources of working capital have been
revenues  from  operations,  bank and private  party loans and proceeds from the
sale of securities.

     As of February 29, 1996,  the Company had net operating loss carry forwards
of  approximately  $5,000,000.  Availability of the Company's net operating loss
carry forwards,  if not utilized,  will expire at various dates through the year
2011.

     The  Company's  working  capital at  February  29, 1996 was  $1,246,470  as
compared to $1,699,683 at May 31, 1996. The Company's  working capital  position
increased by $453,213 primarily due to the receipt of a Revolving Line of Credit
from  FINOVA  Capital  Corporation  and the  subsequent  elimination  of certain
current liabilities.

     On December  7, 1995,  the Company  sold its  impregnated  wound care gauze
dressings  product line to Tecnol  Medical  Products,  Inc., a medical  products
manufacturer  headquartered  in Fort  Worth,  Texas  (the  "Tecnol  Sale").  The
purchase price was  $5,675,000,  of which  approximately  $5,010,000 was paid in
cash,  with the balance  being paid  primarily in the form of a promissory  note
bearing interest at prime rate and due in September 1997 upon certain conditions
being met. In addition to wound care inventory,  equipment and other assets, the
Company's operations in Hammonton, New Jersey were included in the sale.

     The Company has used the cash  proceeds of the Tecnol Sale to repay most of
its  outstanding  debt  including  (i)  $2,282,505  owed to  Congress  Financial
Corporation  under a  revolving  credit  facility;  (ii)  $111,602  owed for the
purchase of certain manufacturing  equipment which was subject to a lease; (iii)
$469,710  owed to Asset  Factoring,  Inc.,  consisting  of the  principal due on
certain  promissory  note plus accrued  interest;  (iv)  $600,000  owed to Storz
Instrument  Company relating to a $1,050,000 note payable in connection with the
Company's  acquisition  of certain assets of Storz' Oral  Maxillofacial  product
line; and (v)  $1,000,000 to Arbora,  A.G.  ("Arbora"),  which together with the
return of a $809,500  promissory  note issued to the Company by an  affiliate of
Arbora, served as principal  consideration to redeem and cancel 4,761,842 shares
of the  Company's  Common Stock.  The 4,761,842  shares were issued to Arbora on
December 4, 1995 in  consideration  of the conversion of a $1,000,000  note into
equity and the  issuance  to the Company of a  promissory  note in the amount of
$809,500 by an affiliate of Arbora  pursuant to an agreement  reached between it
and the Company. In connection with this transaction,  the Company also canceled
a warrant to purchase  1,000,000  shares of the Company's  Common Stock at $1.40
per share held by Arbora and issued Arbora and its affiliated  parties  warrants
to purchase up to 750,000 shares of the Company's common stock at $.47 per share
at any time until November 8, 1998. In addition, a voting trust was entered into
which provided the Company's  Chairman,  President and Chief Executive  Officer,
Thomas F.  Reiner,  with voting  rights as to such  shares.  On April 22,  1996,
250,000  shares of Common  Stock were  issued to Arbora in  connection  with the
exercise of 250,000 Common Stock purchase warrants.

     On March 11,  1996,  FINOVA  Capital  Corporation  ("FINOVA")  provided the
Company  with a  36-month  Revolving  Line of  Credit of up to  $1,500,000  (the
"Loan").  The Company agreed to pay FINOVA  interest on the average  outstanding


                                       -7-


<PAGE>


principal  amount of the Loan at a per annum  rate of prime plus 4%. The Loan is
advanced to the Company based on a percentage of eligible  assets and is secured
by a first lien on all of the assets of the Company.  Accordingly, the amount of
available funds under the Loan may be  substantially  less than  $1,500,000.  In
addition, $450,000 of the Loan is personally guaranteed by Thomas F. Reiner, the
Company's  Chairman,  President and Chief Executive Officer. As of May 31, 1996,
the outstanding  balance on the Loan was $536,194 and  approximately  $14,000 in
credit was available.  Approximately $250,000 of the otherwise available line of
credit is  considered  unavailable  until a certain lien  against the  Company's
assets is released. The Loan is being used to provide additional working capital
for current operations and growth.

     In March 1995, the Financial Accounting Standards Board issued Statement of
Financial  Accounting Standard (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived  Assets  and for  Long-Lived  Assets to Be  Disposed  Of,"  which the
Company will adopt  prospectively  as required in Fiscal 1997.  Pursuant to this
Statement,  companies  are  required to  investigate  potential  impairments  of
long-lived assets, certain identifiable intangibles, and associated goodwill, on
an  exception  basis,   when  there  is  evidence  that  events  or  changes  in
circumstances  have made  recovery of an asset's  carrying  value  unlikely.  An
impairment loss would be recognized when the sum of the expected future net cash
flows is less than the carrying amount of the asset. The adoption of SFAS 121 is
not expected to have a significant impact on the Company's financial position or
result of operations.

     In October 1995, the Financial  Accounting Standards Board issued Statement
of Financial  Accounting  Standard  (SFAS) No. 123,  "Accounting for Stock-Based
Compensation,"  SFAS 123 will be adopted  by the  Company  as  required  for its
Fiscal 1997 financial  statements and is not expected to have a material  effect
on the Company's  financial position or results of operations.  Upon adoption of
SFAS 123,  the company  will  continue to measure  compensation  expense for its
stock-based  employee  compensation  plans  using  the  intrinsic  value  method
prescribed by APB Opinion No. 25,  "Accounting  for Stock Issued to  Employees,"
and will provide pro forma  disclosures  of net income and earnings per share as
if the fair  value-based  method  prescribed  by SFAS 123 had  been  applied  in
measuring compensation expense.

     The Company may make  additional  acquisitions  of companies,  divisions of
companies  or  products  in the  future.  Acquisitions  entail  numerous  risks,
including  difficulties  or an inability  to  successfully  assimilate  acquired
operations  and products,  diversion of  management's  attention and loss of key
employees of acquired businesses,  all of which the Company has encountered with
previous  acquisitions.  Future acquisitions by the Company may require dilutive
issuances of equity  securities and the  incurrence of additional  debt, and the
creation  of  goodwill  or  other   intangible   assets  that  could  result  in
amortization expense.  These factors could have a material adverse effect on the
Company's business, operating results and financial condition.

     The Company's current operations continue to be cash flow negative, further
straining  the  Company's  working  capital  resources.  The  Company's  capital
requirements will depend on numerous  factors,  including the acquisition of new
product lines and/or other business operations and the continued  development of
existing  product sales,  distribution and marketing  capabilities.  In order to
continue its current level of  operations,  it will be necessary for the Company
to obtain additional  working capital,  whether from debt or equity sources.  If
the Company is unable to obtain additional working capital from the placement of
debt  or  equity  instruments  or the  sale of  some  of its  assets,  it may be
necessary for the Company to  restructure  its  operations to reduce its ongoing
expenditures.


                                       -8-


<PAGE>


Part II. Other Information

Item 1. Legal Proceedings
           None

Item 2. Changes in Securities
           None

Item 3. Defaults Upon Senior Securities
           None

Item 4. Submission of Matters to a Vote of Security Holders
           None

Item 5. Other Information
           None

Item 6. Exhibits and Reports on Form 8-K

        A. Exhibits

           Computation of Primary Earnings per Share (page 12).

           Computation of Fully Diluted Earnings per Share (page 13).

           Exhibit 27 - Financial Data Schedule.

        B. Reports on Form 8-K

           The  Company  filed a Form 8-K  dated  March 11,  1996 to report  the
           receipt of a line of credit from FINOVA Capital Corporation.


                                       -9-


<PAGE>


                           SPARTA SURGICAL CORPORATION
                    COMPUTATION OF PRIMARY EARNINGS PER SHARE


                                                          Three Months Ended
                                                                May 31,
                                                      -------------------------
                                                          1996          1995
                                                          ----          ----
Shares outstanding at beginning of period ..........    3,846,826     3,228,408

Shares issued during the period (weighted average) .      295,460       299,434

Dilutive shares contingently issuable upon
exercise of options and warrants (weighted average)            --            --

Less shares assumed to have been purchased for
treasury with assumed proceeds of stock warrants
and options (weighted average) .....................           --            --

Less shares placed in escrow which are issuable
only if certain income or stock price criteria
are met (weighted average) .........................           --      (187,500)
                                                      -----------   -----------
Total Primary Shares ...............................    4,142,286     3,340,342
                                                      ===========   ===========
Net Income Applicable To Common Shareholders .......  $  (277,231)  $    18,558
                                                      ===========   ===========
Net Income Per Primary Share .......................  $      (.07)  $       .01
                                                      ===========   ===========


                                      -10-


<PAGE>


                           SPARTA SURGICAL CORPORATION
                 COMPUTATION OF FULLY DILUTED EARNINGS PER SHARE


                                                           Three Months Ended
                                                                 May 31,
                                                        ------------------------
                                                            1996         1995
                                                            ----         ----

Shares outstanding at beginning of period ............    3,846,826    3,228,408

Shares issued during the period (weighted average) ...      295,460      578,896

Dilutive shares contingently issuable upon
exercise of options and warrants (weighted average) ..           --           --

Less shares assumed to have been purchased for
treasury with assumed proceeds of stock warrants
and options (weighted average) .......................           --           --
                                                        -----------   ----------
Total Fully Diluted Shares ...........................    4,142,286    3,807,304
                                                        ===========   ==========
Net Income Applicable To Common Shareholders .........  $  (277,231)  $   18,558
                                                        ===========   ==========
Net Income Per Fully Diluted  Share ..................  $      (.07)  $       --
                                                        ===========   ==========


                                      -11-


<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

Sparta Surgical Corporation



     Thomas F. Reiner
- ---------------------------
Thomas F. Reiner
Chairman of the Board
President & CEO


     Wm. Samuel Veazey
- ---------------------------
Wm. Samuel Veazey
Vice President of Finance
and Administration


July 15, 1996


                                     - 12 -



<TABLE> <S> <C>

<ARTICLE>                                      5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 
FORM 10-QSB FOR SPARTA SURGICAL CORPORATION FOR THE QUARTER ENDED 
MAY 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 
FINANCIAL STATEMENTS.
</LEGEND>

       
<S>                                            <C>
<PERIOD-TYPE>                                        3-MOS
<FISCAL-YEAR-END>                              Feb-28-1997
<PERIOD-START>                                 Mar-01-1996
<PERIOD-END>                                   May-31-1996
<CASH>                                                 0
<SECURITIES>                                           0
<RECEIVABLES>                                    436,254
<ALLOWANCES>                                     108,664
<INVENTORY>                                    2,560,061
<CURRENT-ASSETS>                               3,014,728
<PP&E>                                           563,358
<DEPRECIATION>                                   246,282
<TOTAL-ASSETS>                                 5,209,120
<CURRENT-LIABILITIES>                          1,315,045
<BONDS>                                          694,219
                                  0
                                      846,364
<COMMON>                                           8,807
<OTHER-SE>                                     1,967,090
<TOTAL-LIABILITY-AND-EQUITY>                   5,209,120
<SALES>                                          584,953
<TOTAL-REVENUES>                                 584,953
<CGS>                                            242,651
<TOTAL-COSTS>                                    242,651
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                31,779
<INCOME-PRETAX>                                 (273,097)
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                             (273,097)
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                    (273,097)
<EPS-PRIMARY>                                      (0.07)
<EPS-DILUTED>                                      (0.07)
        


</TABLE>


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