<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM 10-KSB/A
AMENDMENT NO. 3
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 1996
OR
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
0-25828
--------------------
(Commission File No.)
ELECTROPHARMACOLOGY, INC.
-----------------------------------------------------------------
(Exact name of Small Business Issuer as specified in its charter)
Delaware 954315412
---------------------------- ---------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
2301 N.W. 33RD COURT, SUITE 102, POMPANO BEACH, FLORIDA 33069
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code: (954) 975-9818
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. / /
The issuer's revenues for the fiscal year ended December 31, 1996 is 2,149,011.
The aggregate market value of the registrant's Common Stock held by
non-affiliates as of July 2, 1997 was approximately $4,686,450.20. As of July
2, 1997 there were 3,732,376 shares of the registrant's Common Stock
outstanding.
Documents Incorporated by Reference:
NONE
<PAGE>
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
ELECTROPHARMACOLOGY, INC.
FORM 10-KSB/A
AMENDMENT NO. 3
FOR THE YEAR ENDED DECEMBER 31, 1996
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1996 as set forth in the pages attached
hereto:
Item 7. Financial Statements.
The Report of Independent Certified Public Accountants of BDO Seidman,
LLP is hereby amended in its entirety. All other information contained in Item
7 remains the same.
-1-
<PAGE>
Report of Independent Certified Public Accountants
The Board of Directors
Electropharmacology, Inc.
We have audited the accompanying statements of operations, shareholders' equity
(capital deficit) and cash flows of Electropharmacology, Inc. for the year ended
December 31, 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations, changes in shareholders'
equity (capital deficit) and cash flows of Electropharmacology, Inc. for the
year ended December 31, 1995 in conformity with generally accepted accounting
principles.
As discussed in Note 1 to the financial statements, in order to conform to a
Securities and Exchange Commission Staff position announced in March 1997,
management restated the loss attributable to common stock for 1995.
/s/ BDO Seidman, LLP
--------------------------------
BDO Seidman, LLP
Miami, Florida
April 2, 1996
-2-
<PAGE>
SIGNATURES
In accordance with the requirements of Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 3 to the Registrant's Annual
Report on Form 10-KSB/A to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated September 5, 1997 ELECTROPHARMACOLOGY, INC.
By: /s/ Dr. Arup Sen
---------------------------------
Dr. Arup Sen
Chief Executive Officer
-3-
