UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1996
-------------
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: 0-20968
-------
Advanced Mammography Systems, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3166348
---------------------------------- ---------------------------
(State or other jurisdiction (IRS Employer Identification
of incorporation or Number)
organization)
46 Jonspin Road, Wilmington, Massachusetts 01887
-------------------------------------------------------
(Address or principal executive offices) (Zip Code)
(508) 657-8876
-----------------------------------------------------
(Registrant's telephone number, including area code)
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 July 31, 1996, there were 6,598,376 shares of Common Stock,
$.01 par value, outstanding.
<PAGE>
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Form
10-Q for the quarterly period ended June 30, 1996 as set forth
in the pages attached hereto:
(List all such items, financial statements, exhibits or
other portions amended)
1. Item 1 and 2 Financial Statements and Management's Discussion
and Analysis - Amended to reflect a change in accounting for
the May 1996 issuance of the convertible debentures (See
Note 1 in NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED))
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<PAGE>
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
----------------------------------
INDEX
-----
PART I. FINANCIAL INFORMATION Page No.
--------------------- --------
Item 1. Financial Statements
Balance Sheets- June 30, 1996 and 4
September 30, 1995
Statements of Operations- Quarters and 5
Nine Months Ended June 30, 1996 and
June 30, 1995 and for the period from
July 2, 1992 (inception) to June 30, 1996
Statements of Cash Flows- Nine Months Ended 6
June 30, 1996 and June 30, 1995
and for the period from July 2, 1992
(inception) to June 30, 1996
Notes to Financial Statements 7-11
Item 2. Management's Discussion and Analysis 12-13
of Financial Condition and Results
of Operations
PART II. OTHER INFORMATION
-----------------
Signature 14
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<PAGE>
FORM 10-Q/A
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
BALANCE SHEETS
--------------
June 30, 1996 September 30,
(Unaudited) 1995
------------- ------------
ASSETS
------
CURRENT ASSETS
--------------
Cash and cash equivalents $ 2,462,966 $ 1,832,563
Inventory 1,109,565 969,979
Accounts receivable 0 0
------------ ------------
TOTAL CURRENT ASSETS 3,572,531 2,802,542
Furniture, equipment and
leasehold improvements - net 523,900 603,797
------------ ------------
Patent costs - net 22,897 24,028
Total other assets 5,000 10,000
Capitalized debt issuance cost 231,431 0
------------ ------------
TOTAL ASSETS $ 4,355,759 $ 3,440,367
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
-------------------
Accounts payable & accrued expenses $ 135,269 $ 25,083
Compensation payable 39,267 38,509
Accounts payable to parent company 234,125 133,428
------------ ------------
TOTAL CURRENT LIABILITIES 408,661 197,020
------------ ------------
Notes Payable 2,683,333 0
------------ ------------
TOTAL LIABILITIES $ 3,091,994 $ 197,020
STOCKHOLDERS' EQUITY
--------------------
Preferred stock, $.01 par value,
authorized 5,000,000 shares;
none issued - -
Common stock, $.01 par value,
authorized 25,000,000 shares;
issued 6,598,376 65,984 65,984
Additional paid in capital 13,031,110 11,847,729
Deficit accumulated during the
development stage (11,833,329) ( 8,670,366)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 1,263,765 3,243,347
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY $ 4,355,759 $ 3,440,367
============ ============
The accompanying notes to financial statements are an integral
part hereof.
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<PAGE>
FORM 10-Q/A
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF OPERATIONS
------------------------
(UNAUDITED)
-----------
QUARTERS ENDED JUNE 30,
-----------------------
1996 1995
---- ----
COST AND EXPENSES
Acquired technology $ - $ -
Research & development 253,161 235,372
General & administrative 551,785 273,137
--------- ---------
LOSS FROM OPERATIONS $(804,946) $(508,509)
Amortization of debt
issuance cost - -
Interest expense (883,333) -
Interest & other income 14,314 18,524
--------- ---------
NET LOSS AND DEFICIT
ACCUMULATED DURING $(1,673,965) $(489,985)
DEVELOPMENT STAGE =========== =========
NET LOSS PER SHARE $( .43) $( .13)
=========== =========
Weighted average number
of common shares 3,848,376 3,734,000
outstanding ========= =========
NINE MONTHS ENDED JUNE 30,
--------------------------
1996 1995
---- ----
COST AND EXPENSES
Acquired technology $ - $ -
Research & development 750,956 754,201
General & administrative 1,571,595 999,488
----------- -----------
LOSS FROM OPERATIONS (2,322,551) (1,753,689)
Amortization of debt
issuance cost - -
Interest expense (883,333) -
Interest & other income 42,923 42,118
----------- -----------
NET LOSS AND DEFICIT
ACCUMULATED DURING $(3,162,961) $(1,711,571)
DEVELOPMENT STAGE =========== ===========
NET LOSS PER SHARE $( .82) $( .51)
=========== ===========
Weighted average number
of common shares 3,848,376 3,326,424
outstanding =========== ===========
CUMULATIVE FROM
JULY 2, 1992
(INCEPTION DATE)
TO JUNE 30, 1996
--------------------------
COST AND EXPENSES
Acquired technology $ 1,720,000
Research & development 3,470,524
General & administrative 5,132,157
------------
LOSS FROM OPERATIONS (10,322,681)
Amortization of debt
issuance cost ( 310,962)
Interest expense ( 1,483,332)
Interest & other income 283,646
------------
NET LOSS AND DEFICIT
ACCUMULATED DURING $(11,833,329)
DEVELOPMENT STAGE ============
NET LOSS PER SHARE
Weighted average number
of common shares
outstanding
The accompanying notes to financial statements are an
integral part hereof.
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<PAGE>
FORM 10-Q/A
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF CASH FLOWS
------------------------
(UNAUDITED)
-----------
NINE MONTHS ENDED JUNE 30,
--------------------------
1996 1995
---- ----
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss) $(3,162,961) $(1,711,571)
----------- -----------
Adjustments to reconcile
net loss to net cash flows
from operating activities:
Depreciation and
amortization 89,884 80,739
Amortization of debt
issuance cost -
Amortization of beneficial
conversion feature 883,333 -
Common stock issued for
technology rights - -
Changes in assets and
liabilities:
Inventories ( 139,586) (1,082,031)
Other current assets 5,000 ( 8,988)
Accounts payable & accrued
expenses 110,186 181,509
Other current liabilities 101,455 ( 296,018)
----------- -----------
Total adjustments 166,939 (1,124,789)
----------- -----------
NET CASH (USED) FOR OPERATING (2,112,691) (2,836,360)
ACTIVITIES: ----------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Patent costs ( 3,098) ( 16,302)
Net additions to furniture,
equipment, and leasehold ( 5,758) ( 103,713)
improvements ----------- -----------
NET CASH (USED) FOR INVESTING ( 8,856) ( 120,015)
ACTIVITIES: ----------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Payment of notes payable - -
Proceeds from notes payable
& warrants - -
Proceeds from issuance of
convertible debentures 2,751,950
Public offering of stock,
net - -
Debt issuance cost - -
Cost of Public offering - -
Sale of option to purchase
units - -
Exercise of stock options & - 3,422,141
warrants ----------- -----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES: 2,751,950 3,422,141
----------- -----------
CASH AND CASH EQUIVALENTS:
Net increase (decrease) 630,403 465,766
Balance, beginning of period 1,832,563 1,996,270
----------- -----------
Balance, end of period $ 2,462,966 $ 2,462,036
=========== ===========
CUMULATIVE FROM
JULY 2, 1992
(INCEPTION DATE)
TO JUNE 30, 1996
--------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss) $(11,833,329)
-------------
Adjustments to reconcile
net loss to net cash flows
from operating activities:
Depreciation and
amortization 1,041,054
Amortization of debt
issuance cost 51,825
Amortization of beneficial
conversion feature 883,333
Common stock issued for
technology rights 40,000
Changes in assets and
liabilities:
Inventories ( 1,109,565)
Other current assets ( 5,000)
Accounts payable & accrued
expenses 135,269
Other current liabilities 273,392
------------
Total adjustments 426,975
------------
NET CASH (USED) FOR OPERATING
ACTIVITIES: (10,523,021)
------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Patent costs ( 28,218)
Net additions to furniture,
equipment, and leasehold
improvements ( 800,496)
------------
NET CASH (USED) FOR INVESTING
ACTIVITIES: ( 828,714)
------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Payment of notes payable ( 2,000,000)
Proceeds from notes payable
& warrants 2,000,000
Proceeds from issuance of
convertible debentures 2,751,950
Public offering of stock,
net 8,901,000
Debt issuance cost ( 310,962)
Cost of Public offering ( 1,436,617)
Sale of option to purchase
units 129
Exercise of stock options &
warrants 3,909,201
------------
NET CASH PROVIDED BY FINANCING
ACTIVITIES: 13,814,701
------------
CASH AND CASH EQUIVALENTS:
Net increase (decrease) 2,462,966
Balance, beginning of period -
-----------
Balance, end of period $2,462,966
===========
The accompanying notes to financial statements are an integral
part hereof.
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<PAGE>
FORM 10-Q/A
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
-----------------------------------------
NOTE 1 - BASIS OF PRESENTATION
------------------------------
The accompanying financial statements have been restated
from those originally issued to reflect a change in accounting for
the May 1996 issuance of the convertible debentures by Advanced
Mammography Systems, Inc. ("AMS" or the "Company") described in
Note 7 to these financial statements. The debentures may be
converted at a discount to the traded market price of the common
stock into which the debentures are convertible. Previously, the
measurement of the conversion feature was calculated assuming that
the estimated fair value of the common stock into which the
security is convertible was the quoted market price adjusted to
reflect transferability restrictions. Accordingly, no portion
of the proceeds on the debt issuance was allocated to the intrinsic
value of the "fixed discount". In March 1997, the Securities and
Exchange Commission's position was announced that a discount
should be computed based on the Company's quoted market price and
an allocation of a portion of the proceeds of the offering should
be recognized as additional interest expense on the debentures.
The Company is restating its financial statements to comply with
this accounting treatment. The impact on the results of operations
for the three and nine months ended June 30, 1996 was to increase
the net loss by approximately $883,000 and to increase the net
loss per share by $.22 and $.23, respectively.
This amended Form 10-Q should be read in conjunction with
all subsequent filings with the Securities and Exchange Commission
which disclose significant developments including a proposed
merger of the Company and Advanced NMR Systems, Inc. ("ANMR").
The results of operations for the interim periods shown in
this report are not necessarily indicative of results to be
expected for the fiscal year. In the opinion of management, the
information contained herein reflects all adjustments necessary
to make the results of operations for the interim periods a fair
statement of such operations. All such adjustments are of a
normal recurring nature.
The accompanying financial statements do not contain all of
the disclosures required by generally accepted accounting
principles and should be read in conjunction with the financial
statements and related notes included in the Company's annual
report on form 10-K for the nine-month period ended September 30,
1995.
NOTE 2 - THE COMPANY
--------------------
The Company is a development stage company which was organized
in Delaware in July 1992 to acquire and develop proprietary
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<PAGE>
technology from ANMR in order to design, manufacture and
commercialize a dedicated (or partial body) magnetic resonance
imaging ("MRI") system for breast imaging which can be used to
detect and characterize breast tissue abnormalities. In
February 1996, the Company received FDA clearance to begin
commercial marketing activities for its breast imaging system.
The Company completed its initial public offering ("IPSO")
in January 1993, selling 1,483,500 shares of Common Stock at a
price of $6.00 per share including 193,500 shares underlying an
over-allotment option exercised by the underwriter in March 1993.
The public offering generated cash proceeds of approximately
$7,500,000 net of commissions and other costs. The IPSO proceeds
were used for the repayment of debt, for research and
development and for working capital. In January 1995, the
Company called for redemption of all of its remaining outstanding
redeemable stock purchase warrants (the "Warrants") to purchase
shares of its Common Stock and received $2.3 million in proceeds.
In May 1996, the Company completed a private placement of $3
million of Convertible Debentures that will be used to complete
product development and commercial marketing activities (See Note
7).
NOTE 3 - THE ANMR ESCROW SHARES
-------------------------------
In connection with the Company's January 1993 public
offering, ANMR, which was the sole stockholder of the Company,
placed in escrow an aggregate of 2,750,000 (the "Escrow Shares")
of the 4,000,000 shares of the Common Stock it owned. ANMR may
vote the Escrow Shares, but cannot assign or transfer them while
they remain subject to the escrow.
The Escrow Shares would be released upon either the Company
meeting certain threshold amounts of pretax net income or the
average closing bid price of the Common Stock meeting certain
threshold price levels for certain prescribed periods. The only
unexpired threshold is the Company having a minimum pretax income
equal to at least $8.0 million for the year ending December 31,
1996. No Escrow Shares have been released from the escrow. On
May 1, 1997, all Escrow Shares not released from escrow will be
forfeited by ANMR and contributed to the capital of the Company.
NOTE 4 - THE SHARED SERVICES AGREEMENT
--------------------------------------
As of January 25, 1993, the effective date of the Company's
initial public offering, the Shared Services Agreement with ANMR
became effective. Under the Agreement, (i) ANMR makes available
its research scientists, engineers and other personnel to the
Company and, to the extent that more than 51% of the time of any
such individual is devoted to performing work for the Company,
such person is deemed a full-time employee of the Company, (ii)
-8-
<PAGE>
ANMR causes its executive officers to serve as executive officers
of the Company, and (iii) the Company continues to occupy its
required office and research space at ANMR's facility and to
utilize ANMR's administrative and clerical staff and services.
To the extent feasible, if any non-administrative full time
employees of either ANMR or the Company performs services for the
other entity, ANMR or the Company, as the case may be, reimburses
the other entity for such services. The Shared Services
Agreement had an initial term of one year expiring January 24,
1994, and two one year renewal options. This Agreement has been
extended through August 24, 1996. The Company also pays ANMR a
monthly fee for overhead services which is calculated by
apportioning the total amount spent by ANMR on all general
overhead expenses based on a fixed percentage of overhead
expenses plus an allocation of compensation of executive officers
based on the amount of time spent with the respective companies.
ANMR's officers and employees are required by the Shared Services
Agreement to devote as much time to the Company's business as
they, in their discretion, consider appropriate. The Boards of
Directors and the President of both ANMR and the Company are
responsible for determining the appropriate amount of time spent
by ANMR's officers and employees pursuant to the Shared Services
Agreement, and overseeing the provision of such services. It is
expected that as of the next renewal, the allocations will be
recalculated retroactively to better reflect changes in costs.
Five of the seven officers and directors of the Company are also
officers and directors of ANMR. Any conflicts will be resolved
by Jack Nelson, CEO of both ANMR and the Company, and by the
Board of Directors of each company, consistent with their
fiduciary duties.
NOTE 5 - THE ANMR LICENSE AGREEMENT
-----------------------------------
In July 1992, the Company entered into the ANMR License
Agreement with ANMR pursuant to which the Company was granted a
perpetual, worldwide exclusive, royalty-free license to all
proprietary technology and related know-how, including patents
owned and/or licensed by ANMR and patent applications filed or to
be filed by ANMR (the "Licensed Technology"), to the extent, if
any, useful in connection with developing a dedicated MRI system
for mammography (the "Field of Use").
ANMR believes other dedicated use (or partial body) MRI
scanners might be developed for fields of use in addition to
breast imaging. The Company has not been granted the right to
use any technology now or hereafter obtained by the Company from
ANMR in connection with any other dedicated use MRI scanners.
However, the Company has been granted a 50% interest in any
entity which may be organized by ANMR to develop dedicated use
MRI scanners outside the Field of Use ("ANMR Entity") and a 50%
interest in any net profits, as defined in the ANMR License
Agreement (after allocation of development expense), derived by
ANMR from the sale or license of dedicated use MRI scanners
utilizing or based upon the Licensed Technology outside the Field
of Use. The ANMR License Agreement provides that (i) any
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<PAGE>
inventions outside the Field of Use developed solely by ANMR or
an ANMR entity shall be owned by ANMR or such ANMR entity and
automatically licensed to the Company on an exclusive, worldwide
basis, within the Field of Use, and (ii) any inventions developed
solely by the Company shall be automatically licensed to ANMR on
an exclusive worldwide basis for use solely outside the Field of
Use, and (iii) any inventions outside the Field of Use jointly
developed by the Company and ANMR or an ANMR entity shall be
jointly owned in equal shares by the Company, on the one hand,
and ANMR or an ANMR entity, on the other hand, and AMS or an ANMR
entity shall automatically license its interest to ANMR on an
exclusive, worldwide basis. Accordingly, ANMR shall obtain the
right to future technology developed by AMS for use in connection
with breast imaging, and the Company shall obtain the right to
further technology developed by the Company for use outside the
Field of Use.
Neither party may assign its rights under the ANMR License
Agreement without the prior written consent of the other party,
except that either party may transfer, assign or sublicense its
rights under the ANMR License Agreement in connection with
disposing of any entire product line, subcontracting to a third
party the development, manufacture or sale of a particular
product, granting to a third party the right to manufacture,
develop or sell a particular product in any territory within or
without the United States, or, in the case of the Company, a
transfer of all of its rights to the Licensed Technology to a
single entity.
On August 6, 1996, ANMR announced that it has eliminated
research, development and production of its InstaScan and head
coil technologies. Restructuring of ANMR could have an impact on
the future availability of ANMR scientific personnel under the
Shared Services Agreement and its related technology under the
ANMR License Agreement.
NOTE 6 - THE AURORA BREAST IMAGING SYSTEM
-----------------------------------------
In February 1996, the Company was granted U.S. Food and Drug
Administration (FDA) clearance to begin commercial marketing
activities for the Company's Aurora dedicated MRI breast imaging
system. The Company shipped its first Aurora system to the
University of Texas Medical Branch at Galveston in March 1996 and
is negotiating with several other institutions to establish
additional beta test sites for this device.
NOTE 7 - PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES
----------------------------------------------------
In May 1996, the Company closed a Regulation S private
placement (the "Placement") of $3 million principal amount 4%
Convertible Debentures of the Company (the "Debentures") due
December 1, 1998 (the "Maturity Date").
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<PAGE>
The Debentures accrue interest at the rate of 4% per annum
from the date of issuance to the Maturity Date, or earlier either
upon conversion or prepayment. Upon conversion, the Company has
the option to pay the accrued interest on the Debentures being
converted in shares of its Common Stock at the then conversion
rate.
A Debenture holder may, at his election, convert all or part
of his Debentures at any time (a) commencing 45 days after the
closing as to one-half (1/2) of the principal amount of his
Debentures, and (b) commencing 60 days after the closing as to
the balance of his Debentures into shares of the Company's Common
Stock at a conversion price equal to the lesser of (i) 125% of
the Market Price on the closing , or (ii) 75% of the Market Price
on the date of conversion, subject to customary anti-dilution
provisions. The Market Price is defined as the average closing
bid price of the Company's Common Stock for the three trading
days immediately preceding the closing or conversion date, as may
be applicable, as reported on the NASDAQ System (or the closing
bid price for the applicable day if the Common Stock is traded on
the over-the-counter market or on an exchange). In the event
that during the period commencing June 1, 1997, the per share
price of the Common Stock exceeds $4.00 for five trading days
during any ten day period, the Company may, upon three days
written notice, elect to convert the Debentures into shares of
Common Stock at the applicable conversion rate as of the date of
notice. Subsequent to June 30, 1996, Debentures for $197,000
were converted into 191,031 shares of Common Stock.
The net proceeds of the Placement of approximately
$2,750,000, after payment of fees and related expenses, will be
used for completion of product development of the Company's
dedicated MR breast imaging "Aurora" system, the
commercialization and marketing of the Aurora system and working
capital.
In connection with the Placement, the Company issued to the
placement agents for the Debentures, warrants for the purchase of
197,500 shares of the Company's Common Stock at an exercise price
of $02.20 per share for a period or eighteen months and warrants
for an additional 197,500 shares of Common Stock at an exercise
price of $2.50 per share for a period of five years.
Upon the closing of the Placement, the Company and ANMR
terminated a previously announced Agreement and Plan of Merger
dated as of February 4, 1996 providing for the merger of AMS
Merger Corporation, a wholly owned subsidiary of ANMR, with and
into the Company.
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<PAGE>
FORM 10-Q/A
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
The following discussion should be read in conjunction with
the attached notes hereto, and with the audited financial
statements and notes thereto for the nine month period ended
September 30, 1995.
RESULTS OF OPERATIONS
---------------------
The Company was formed in July 1992 and is in the
development stage. Through June 30, 1996, the Company had not
derived any revenues from operations, although it has placed the
first breast imaging system at a customer Beta site in Galveston,
Texas and expects to receive payment for this system in fiscal
1997. As a result of charging operations with the cost of its
technology license acquired from ANMR, as well as salaries and
consulting fees of persons engaged in research and development
activities, the Company had an accumulated deficit of $11,833,000
at June 30, 1996. Of such deficit, $1,720,000 represented the
purchase price of rights to certain technology transferred to the
Company by ANMR in 1992.
Total operating expenses for the nine months of fiscal 1996
were $2,323,000, an increase of 32% compared to $1,754,000 in the
same period in fiscal 1995.
Research and development expense was $751,000 in the first
nine months of fiscal 1996 compared with $754,000 in the same
period in 1995. The Company expects research and development
expense to stabilize at this level through fiscal 1996.
General & administrative expense for the first nine months
of fiscal 1996 was $1,572,000 versus $999,000 for the same
period in fiscal 1995. This increase was primarily attributable
to manufacturing variances related to fixed overhead costs.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
At June 30, 1996 the Company had working capital of
$3,164,000, including available cash of $2,463,000. The Company
expects to continue to incur substantial expenditures for
development and marketing of the breast imaging system.
The Company believes its existing cash reserves, including
the proceeds of the recent issuance of Debentures (see Item 1
Note 7), are adequate to fund its operating activities for the
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<PAGE>
next nine months. The Company is seeking to obtain funds through
debt or additional equity placements. However, there is no
assurance that such placements would be successful or on terms
not dilutive to present stockholders.
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<PAGE>
FORM 10-Q/A
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.
Advanced Mammography Systems, Inc.
----------------------------------
(Registrant)
Date: August 4, 1997 /s/ Steven J. James
---------------------------------
Steven J. James
Chief Financial Officer
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