<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A-1
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from ____________ to ____________
Commission file number 0-27840
CELL ROBOTICS INTERNATIONAL, INC.
----------------------------------------------------------------
(Exact Name of small business issuer as Specified in its Charter)
Colorado 84-1153295
- ------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2715 Broadbent Parkway N.E., Albuquerque, New Mexico 87107
------------------------------------------------------------------------
(Address of Principal Offices) (Zip Code)
Registrant's telephone number, including area code: (505) 343-1131
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the last 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 November 1, 1997, 5,222,414 shares of Common Stock of the Registrant
were outstanding.
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [ X ]
<PAGE>
<PAGE>
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet at September 30, 1997 (unaudited)
and December 31, 1996 (audited).
Consolidated Statement of Operations for the Three Months Ended
September 30, 1997 and September 30, 1996 (unaudited).
Consolidated Statement of Operations for the Nine Months Ended
September 30, 1997 and September 30, 1996 (unaudited).
Consolidated Statement of Cash Flows for the Nine Months Ended
September 30, 1997 and September 30, 1996 (unaudited).
Notes to Unaudited Financial Statements.
Item 2. Management's Discussion and Analysis of Financial Conditions
and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------------------------------
The interim unaudited financial statements have been prepared by
Cell Robotics International, Inc. ("Cell" or the "Company") and, in the
opinion of management, reflect all material adjustments which are necessary
to a fair presentation of the financial position, results of operations and
cash flows for the interim periods presented. Such adjustments consisted
only of normal recurring items. Certain information and footnote
disclosures made in the Company's last annual report on Form 10-KSB have
been condensed for or omitted from the interim statements. These
statements should be read in conjunction with the financial statements and
notes thereto included in the Company's Form 10-KSB for the year ended
December 31, 1996. The results of the interim periods are not necessarily
indicative of results which may be expected for any other interim period or
for the full years.
FORWARD-LOOKING STATEMENTS
- --------------------------
In addition to historical information, this Quarterly Report
contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, and are thus prospective. The
forward-looking statements contained herein are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those reflected in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, competitive
pressures, changing economic conditions, those discussed in the Section
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations," and other factors, some of which will be outside
the control of the Company. Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect management's
analysis only as of the date hereof. The Company undertakes no obligation
to publicly revise these forward-looking statements to reflect events or
circumstances that arise after the date hereof. Readers should refer to
and carefully review the information in future documents the Company files
with the Securities and Exchange Commission.
<PAGE>
<PAGE>
<TABLE>
CELL ROBOTICS INTERNATIONAL, INC.
BALANCE SHEETS
<CAPTION>
AS OF
9-30-97 AS OF
(UNAUDITED) 12-31-96
------------ ------------
<S> <C> <C>
ASSETS:
- ------
Current assets:
Cash and cash equivalents $ 559,060 $ 1,724,671
Accounts receivable, net of allowance
for doubtful accounts of $1,841 352,024 69,845
Inventory 523,010 408,173
Ot her 63,820 19,121
------------ -----------
Total current assets 1,497,914 2,221,810
Property and equipment, net 214,895 256,635
Other assets, net 71,514 92,507
------------ -----------
$ 1,784,323 $ 2,570,952
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
- ------------------------------------
Current liabilities:
Accounts payable $ 605,414 $ 160,824
Payroll related liabilities 121,019 128,932
Royalties payable 152,943 42,029
Other current liabilities 27,376 31,937
------------ -----------
Total current liabilities 906,752 363,722
Stockholders equity:
Preferred stock, $.04 par value,
Authorized 2,500,000 shares,
no shares issued and outstanding
in 1997 and 1996 0 0
Common stock, $.004 par value,
Authorized 12,500,000 shares,
5,222,414 and 5,003,414 shares
issued and outstanding at
September 30, 1997 and
December 31, 1996, respectively 20,890 20,014
Additional paid in capital 13,996,305 13,327,672
Accumulated deficit (13,139,624) (11,140,456)
------------ -----------
Total stockholders' equity 877,571 2,207,230
------------ -----------
$ 1,784,323 $ 2,570,952
============ ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
CELL ROBOTICS INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
<CAPTION>
UNAUDITED
THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
------------- -------------
<S> <C> <C>
Product Sales $ 188,003 $ 129,682
Research and development grants 105,720 0
------------ -----------
Total revenues 293,723 129,682
Cost of goods sold (133,961) (94,187)
SBIR direct expenses (105,941) 0
------------ -----------
Total cost of goods sold (239,902) (94,187)
------------ -----------
Gross profit 53,821 35,495
------------ -----------
Operating expenses:
Salaries 148,449 148,009
Payroll taxes and benefits 31,983 17,638
Rent and utilities 42,253 29,669
Travel 35,505 22,420
Depreciation and amortization 24,875 28,922
Professional fees 223,557 45,279
Other operating expenses 262,956 175,406
------------ -----------
Total operating expenses 769,578 467,343
------------ -----------
Loss from operations $ (715,757) $ (431,848)
Other income (deductions):
Rental income 0 5,400
Interest income 3,237 3,197
Interest expense (207) (466)
------------ -----------
Total other 3,030 8,131
------------ -----------
Net Loss $ (712,727) $ (423,717)
============= ===========
Net Loss per common share (0.139) (0.103)
Weighted average shares outstanding 5,142,403 4,100,697
============ ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
CELL ROBOTICS INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
<CAPTION>
UNAUDITED
NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
------------- -------------
<S> <C> <C>
Product Sales $ 722,846 $ 523,612
Research and development grants 105,720 69,190
------------ -----------
Total revenues 828,566 592,802
Cost of goods sold (491,358) (331,807)
SBIR direct expenses (105,941) (69,190)
------------ -----------
Total cost of goods sold (597,299) (400,997)
------------ -----------
Gross profit 231,267 191,805
------------ -----------
Operating expenses:
Salaries 584,808 400,409
Payroll taxes and benefits 97,259 56,220
Rent and utilities 108,606 88,553
Travel 80,793 51,854
Depreciation and amortization 79,222 79,893
Professional fees 474,237 172,245
Other operating expenses 846,696 457,667
------------ -----------
Total operating expenses 2,271,621 1,306,841
------------ -----------
Loss from operations $ (2,040,354) $(1,115,036)
Other income (deductions):
Rental income 11,800 16,650
Interest income 30,066 18,032
Interest expense (680) (1,303)
------------ -----------
Total other 41,186 33,379
------------ -----------
Net Loss $ (1,999,168) $(1,081,657)
============ ===========
Net Loss per common share (0.396) (0.275)
Weighted average shares outstanding 5,054,026 3,926,416
============ ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
CELL ROBOTICS INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
<CAPTION>
UNAUDITED
NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
- ------------------------------------
Net loss $ (1,999,168) $(1,081,657)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 94,567 88,893
Decrease (Increase) in
accounts receivable (282,179) 293,984
Decrease (Increase) in inventory (114,837) (125,074)
Increase in other current assets (44,699) (1,737)
Increase in current liabilities 543,030 (30,146)
------------ -----------
Net cash used by operating activities (1,803,286) (855,737)
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
- ------------------------------------
Purchase of fixed assets (31,834) (115,728)
Cash paid for the development or purchase
of intangible assets 0 (62,701)
------------ -----------
Net cash used by investing activities (31,834) (178,429)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
- ------------------------------------
Sale of common stock, net 669,509 0
Proceeds from the exercise of warrants, net 0 2,002,312
Release of formerly restricted proceeds from
a previous sale of common stock 0 425,000
------------ -----------
Net cash provided by financing activities 662,339 2,427,312
------------ -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS: (1,165,611) 1,393,146
- ----------------
Cash and cash equivalents:
Beginning of period 1,724,671 739,952
------------ -----------
End of period $ 559,060 $ 2,133,098
============ ===========
SUPPLEMENTAL INFORMATION:
- ------------------------
Fair market value of common stock issued for
the acquisition of intangible assets 0 41,561
Interest paid 680 1,303
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE>
CELL ROBOTICS INTERNATIONAL, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(1) Presentation of Unaudited Financial Statements
----------------------------------------------
These unaudited financial statements have been prepared in accordance
with the rules of the Securities and Exchange Commission and, therefore, do
not include all information and footnotes otherwise necessary for a fair
presentation of financial position, results of operations and cash flows,
in conformity with generally accepted accounting principles. However, the
information furnished, in the opinion of management, reflects all
adjustments necessary to present fairly the financial position, results of
operations and cash flows on a consistent basis. The results of operations
are not necessarily indicative of results which may be expected for any
other interim period or for the year as a whole.
(2) Reclassification
----------------
Certain 1996 amounts have been reclassified to conform with the 1997
presentation.
<PAGE>
<PAGE>
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF CELL ROBOTICS INTERNATIONAL, INC.
--------------------------------------------------------------
The following discussion and analysis should be read in conjunction
with the Financial Statements and Notes thereto appearing elsewhere in this
report.
PLAN OF OPERATION - OVERVIEW
- ----------------------------
In 1995, the Company first introduced its laser-based scientific
research instruments which in 1996 were refined and redesigned into the
modularized Cell Robotics Workstation. Sales of these scientific
instruments during 1995 and 1996 were disappointing, resulting in
significant operating losses in both periods. Given the limited market for
the scientific research instruments, in January 1996, the Company acquired
certain technology (see "Intellectual Property") which it has used to
develop medical laser products for the clinical and consumer markets.
Having now completed the development of the Lasette(-TM-) (skin
perforator), the RevitaLase(-TM-) (skin resurfacer) and the IVF
Workstation(-TM-), and having obtained initial regulatory clearances for
limited domestic sales of the Lasette(-TM-) and RevitaLase(-TM-), Company
intends to focus on domestic and international sales of its new products
and concurrently complete the processes necessary for additional domestic
and international regulatory clearances for those products. In view of the
foregoing, it is unlikely that the Company's current financial condition or
historical results of operations are indicative of future operating
results.
RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO
THE THREE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED)
- -------------------------------------------------------------------------
During the three month period ending September 30, the Company's total
revenues increased 126.5%, from $129,682 during the 1996 period to $293,723
during the same period in 1997. The Company's gross margin as a percentage
of total revenue decreased from 27.4% during the 1996 period to 18.3%
during the 1997 period. However, gross profit increased $18,326 from
$35,495 to $53,821, or 51.6%.
Total operating expenses increased $302,235 or 64.7%, from $467,343
during the three month period ending September 30, 1996, to $769,578 during
the comparable period in 1997. Professional fees and other operating
expenses were the primary factors in this increase. Professional fees
increased $178,278, or 393.7%, due primarily to professional design and
engineering consulting fees relating to the Company's new medical products
currently under development. Also the result of the Company's ongoing
development efforts was a $87,550, or 49.9%, increase in other operating
expenses. The Company also experienced smaller increases in rent and
utilities, travel, and depreciation and amortization.
The foregoing resulted in the Company's incurring a loss from
operations of $715,757 during the three month period ending September 30,
1997, an increase of $283,909 over the $431,848 loss from operations
incurred during the comparable period of 1996.
During the three months ended September 30, other income and expenses
decreased from a $8,131 net contribution to income during the period in
1996, to a $3,030 net contribution to income during the period in 1997.
The primary factor in this decrease was the loss of rental income.
The Company's net loss for the three months ended September 30, 1997
was $712,727, an increase of $289,010 over the net loss of $423,717
incurred during the comparable period of 1996. On a per weighted average
share basis, this amounts to a $(0.139) loss per share during the third
quarter 1997, compared to a $(0.103) loss per share during the third
quarter of 1996. The weighted average common shares outstanding increased
from 4,100,697 for the three months ended September 30, 1996 to 5,142,403
for the three months ended September 30, 1997.
RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 1996
- ---------------------------------------------------------------------------
During the nine month period ended September 30, 1997, the Company's
operating activities limited to continuing efforts to complete the
development of its medical laser products, with product sales consisting of
its scientific research instruments. Total revenues increased from
$592,802 for the nine month period ended September 30, 1996 to $828,566 for
the nine month period ended September 30, 1997, an increase of 39.8%. Cost
of sales increased by approximately the same proportion as the increase in
revenues. Research and development grant revenue increased as well, from
$69,190 during the nine months ended September 30, 1996 to $105,720 during
the nine month period ended September 30, 1997, an increase of 53%. As a
result, the Company's gross profit for the nine months ended September 30,
1997 increased by 20.6%, from gross profit of $191,805 for the period ended
September 30, 1996 to $231,267 for the period ended September 30, 1997.
Total operating expenses for the nine month period increased from
$1,306,841 for the period ended September 30, 1996 to $2,271,621 for the
period ended September 30, 1997, an increase of $964,780, or 73.8%. This
increase was principally attributable to costs related to the continuing
design and development of the Company's medical laser products.
Specifically, salaries increased by $184,399, or 46.1%, due to the addition
of personnel and increased wage rates. Payroll and benefits also increased
in approximately the same proportion as salaries. Professional fees
increased by $301,992, or 175.3%, principally as a result of professional
design and engineering consulting fees related to the development of the
Company's medical laser products. Other operating expenses also increased,
from $457,667 during the nine months ended September 30, 1996 to $846,696
for the comparable period ended September 30, 1997, an increase of
$389,029, or 85.0%. This increase is also related to the Company's
accelerated product development activities during the period and the
termination of a license and development agreement.
During the nine month period ended September 30, 1997, other income
and expenses also increased from a $33,379 net contribution to income for
the nine month period ended September 30, 1996 to a $41,186 net
contribution to income during the period ended September 30, 1997. This
increase was due almost exclusively to an increase in interest income of
$12,034, or 66.7%, realized from the Company's short term investment of the
remaining proceeds from the sale of securities during the third quarter of
1996.
As a result of the foregoing, the Company's net loss for the nine
month period ended September 30, 1997 increased by $917,571, or 84.8%, from
a net loss of $1,081,657 for the nine month period ended September 30, 1996
to a loss of $1,999,168 for the comparable period ended September 30, 1997.
This resulted in a loss of $.40 per share on 5,054,026 weighted average
shares outstanding for the nine months ended September 30, 1997 compared to
a loss of $.28 per share on 3,926,416 weighted average shares outstanding
for the comparable period ended September 30, 1996.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Since its inception, the Company has relied principally upon the
proceeds of both debt and equity financings to provide working capital for
its product development and marketing activities and, to a lesser extent,
the proceeds of two small SBIR grants. The Company has not been able to
generate sufficient cash from operations and, as a consequence, additional
financings have been required to fund ongoing operations. Initially, the
Company relied upon one investor, Mitsui Engineering & Shipbuilding Company
("Mitsui"), a Japanese corporation, which provided, through a series of
loans and stock purchases, in excess of $7 million in working capital. In
1995, the Company completed a private offering of equity in which it raised
approximately $2.875 million. As part of that private offering, the
Company issued a series of warrants, whose exercise during the third
quarter of 1996 resulted in an additional capital infusion of approximately
$2 million. Finally, in connection with the private offering, the Company
issued to Paulson, who served as placement agent, warrants exercisable for
a period of five years to purchase 11.5 units at a price of $25,000 per
unit, each unit consisting of 20,000 shares of Common Stock and 10,000
Class A Warrants (the "Placement Agent's Warrants"). As of the date of
this Prospectus, none of the Placement Agent's Warrants have been
exercised. Most recently, the Company completed a private sale of 200,000
shares for net proceeds of $630,500.
Cash used in operations for the year ended in December 31, 1996 and
nine months ended September 30, 1997 were $1,315,930, and $1,803,286,
respectively. The primary reason for the increase in the negative cash
flow from operations in the nine months ended September 30, 1997 as
compared to prior periods is the increase in product development and
operating expenses during that period.
At its present level of research, development and product
introduction, the Company requires approximately $200,000 per month to
cover operating expenses, in excess of cash flow currently generated from
operations. In August, 1997, the Company sold in a private transaction to
one investor 200,000 shares of Common Stock at a price of $3.25 per share.
The proceeds of that private sale are being used to satisfy the Company's
working capital requirements pending completion of this offering. The
Company does not have any available commercial lines of credit or other
sources of capital to satisfy its cash requirements until revenues from
operations can be realized through future product introduction and sales.
Accordingly, the Company will rely exclusively upon the proceeds of this
offering to satisfy its working capital requirements for the foreseeable
future.
Cash provided by financing activities for the year ended December 31,
1996 and nine months ended September 30, 1997 were $2,444,812, and
$669,509, respectively. These figures reflect the equity financings
discussed above.
The Company's liquidity and capital resources continued to decrease
during the nine month period ended September 30, 1997, due primarily to the
Company's ongoing operating losses.
The Company's current ratio at September 30, 1997 was 1.7:1, compared
to a current ratio of 6.1:1 on December 31, 1996. This decrease in
liquidity is primarily due to a reduction of the Company's current assets,
principally cash. Total assets decreased from $2,570,952 at December 31,
1996 to $1,784,323 at September 30, 1997, a decrease of $786,629, or 30.6%.
Of this decrease, current assets accounted for $723,896, or 92.0%.
The decrease in the Company's current assets of $723,896, or 32.6%,
was the result of a large decrease in cash and cash equivalents which fell
from $1,724,671 at December 31, 1996, to $559,060 at September 30, 1997, a
decrease of $1,165,611 or 67.6%. This decrease in cash and cash
equivalents was primarily the result of continuing operating losses.
Slightly offsetting the decrease in cash and cash equivalents was an
increase in accounts receivable of $282,179, from $69,845 at the end of
fiscal 1996, to $352,024 at September 30, 1997. The increase in accounts
receivable was primarily due to increased sales during the first nine
months of fiscal 1997 of the Cell Robotics Workstation. Inventory
increased in the amount of $114,837, or 28.1% to respond to increased
sales. Finally, as a result of the pre-payment of a purchase commitment
made to a supplier of a particular inventory component, other current
assets increased from $19,121 to $63,820, an increase of 233.8%.
During the nine month period ended September 30, 1997, the Company's
total liabilities increased $543,030, from $363,722 at December 31, 1996 to
$906,752 at September 30, 1997. Increases in accounts payable of $444,590,
or 16.4%, and royalties payable of $110,914, or 264%, and a smaller
increase in payroll related liabilities were slightly offset by a small
decrease in other current liabilities of $4,561, or 14.3%. The Company did
not have any long term liabilities on December 31, 1996 or September 30,
1997.
As a result of the foregoing, the Company's working capital decreased
from $1,858,088 at December 31, 1996 to $591,162 at September 30, 1997, a
decrease of $1,266,926. This decrease was due almost exclusively to the
Company's operating loss incurred during the nine month period.
The Company expects that its cash used in operating activities will
increase in the near future. The timing of the Company's future capital
requirements, however, cannot accurately be predicted. The Company's
capital requirements depend upon numerous factors, principally the market
acceptance of its new medical laser products. The Company will require
additional financing, which it is planning to satisfy with the sale of
equity securities through a secondary public offering. However, there can
be no assurance that the public offering will be successful. If the
Company is unable to obtain additional financing as needed, the Company may
be required to reduce the scope of its operations, which would have a
material adverse effect upon the Company's business, financial condition
and results of operation.
NET OPERATING LOSS CARRYFORWARDS
- --------------------------------
At December 31, 1996, the Company had a net operating loss
carryforward for income tax purposes of approximately $10,000,000, which
expires beginning in 2006. Under the Tax Reform Act of 1986, the amounts
of and the benefits from net operating loss carryforwards are subject to
certain limitations in the amount of net operating losses that the Company
may utilize to offset future taxable income. It is likely that the
ownership changes in 1995 in connection with the Acquisition (as hereafter
defined) will limit the use of this net operating loss carryforward under
applicable Internal Revenue Service regulations.
EARNINGS PER SHARE
- ------------------
In February 1997, the Financial Accounting Standards Board issued SFAS
128, "Earnings Per Share." SFAS 128 establishes new standards for
computing and presenting earnings per share ("EPS"). Specifically, SFAS
128 replaces the currently required presentation of primary EPS with a
presentation of basic EPS, requires dual presentation of basic and diluted
EPS on the face of the income statement for all entities with complex
capital structures, and requires a reconciliation of the numerator and
denominator of the basic and diluted EPS computations to the financial
statements issued for periods ending after December 15, 1997, and early
application is not permitted. Upon adoption, SFAS 128 requires restatement
of prior period EPS presented to conform to the requirements of SFAS 128.
Management believes the adoption of SFAS 128 will not have a material
effect on the Company's previously-issued financial statements.
COMPREHENSIVE INCOME
- --------------------
In June 1997, the Financial Accounting Standards Board issued SFAS
130, "Reporting Comprehensive Income." SFAS 130 establishes standards for
reporting and display of comprehensive income and its components (revenues,
expense, gains, and losses) in a full set of general purposes financial
statements. Specifically, SFAS 130 requires that all items that meet the
definition of components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements. However, SFAS 130 does not specify when to recognize or how to
measure the items that make up comprehensive income. SFAS 130 is effective
for fiscal years beginning after December 15, 1997, and early application
is permitted. SFAS 130 requires reclassification of financial statements
for all periods presented for comparative purposes. Management believes
the adoption of SFAS 130 will not have a material effect on the Company's
future financial statements.
REPORTING FOR SEGMENTS
- ----------------------
In June 1997, the Financial Accounting Standards Board issued SFAS
131, "Financial Reporting for Segments of a Business Enterprise." SFAS 131
supersedes the "industry segment" concept of SFAS 14 with a "management
approach" concept as the basis for identifying reportable segments. SFAS
131 is effective for fiscal years beginning after December 15, 1997, and
early application is permitted. Management believes the adoption of SFAS
131 will not have a material effect on the Company's future financial
statements.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No legal proceedings were filed on behalf of or against the
Company, nor were any claims made, during the quarter ended September 30,
1997. However, in October 1997, a civil action was brought by Venisect,
Inc. against the Company in the United States District Court of the Eastern
District of Arkansas, Case No. LR-C-97-877 (the "Lasette(-TM-) Litigation")
in which Venisect claims that the Company's compact, lightweight, portable
skin perforator, known as the Lasette(-TM-), infringes a U.S. patent
underlying Venisect's competitive laser skin perforator. The Company and
its advisors, including patent counsel, have conducted a comprehensive
investigation of the basis of the claims underlying the Lasette(-TM-)
Litigation and believe that the Lasette(-TM-) does not infringe upon the
Venisect U.S. patent or any of its related foreign patents. The Company
intends to vigorously defend the claims being asserted in the Lasette(-TM-)
Litigation.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULT 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
Exhibits:
Exhibit 27 Financial Data Schedule
Reports on Form 8-K:
None
<PAGE>
<PAGE>
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.
CELL ROBOTICS INTERNATIONAL, INC.
Dated: January 12, 1998 By: /s/ Ronald K. Lohrding
------------------- --------------------------------------
Ronald K. Lohrding, President
Dated: January 12, 1998 By: /s/ Jean M. Scharf
------------------- --------------------------------------
Jean M. Scharf, Chief Financial
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFOMRATION EXTRACTED FROM THE BALANCE
SHEETS AND STATEMENTS OF OPERATIONS ON PAGES 4 THROUGH 6 OF THE COMPANY'S FORM
10-QSB/A-1 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
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0
0
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</TABLE>
