ELECTROPHARMACOLOGY INC
10-Q/A, 1999-12-28
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                     U.S. Securities and Exchange Commission
                              Washington, D.C. 2054

                                   FORM 10-QSB/A

                                 (Amendment No. 3)

(Mark One)

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

                  For the quarterly period ended September 30, 1998
                                                 ------------------

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
                  For the transition period from __________ to __________

                         Commission File Number 0-25828

                            Electropharmacology, Inc.
                            -------------------------
         Exact name of small business issuer as specified in its charter

                 Delaware                            95-4315412
                 --------                            ----------
       (State or other jurisdiction       (IRS Employer Identification No.)
     of incorporation or organization)

                  12085 Research Drive, Alachua, Florida 32615
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (904) 462-2249
                                 --------------
                           (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
                                     ---       ---

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

                                                 Number of Shares Outstanding
         Class                                      On September 30, 1998
         -----                                      ---------------------
Common Stock,   $ .01 par value                          12,505,485

Transitional Small Business Disclosure Format:

                                  Yes      No  X
                                     ---      ---

<PAGE>

The following information is hereby amended:

Part II. Item 2. Exhibits and Reports on Form 8-K, contained in Part II, Item 2.

                           Corrections to the second page of Schedule 2 of
                           Exhibit 10.8 and Exhibit E of Exhibit 10.7.

<PAGE>

                       Schedule 2 to Exhibit 10.8, Page 2
             List of Issued Patents and Pending Patent Applications

                               [34 pages omitted]


<PAGE>

                            Exhibit E of Exhibit 10.7

                    DRAFT REGISTRATION STATEMENT ON FORM S-1

        IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THIS EXHIBIT E OF
                EXHIBIT 10.7 IS BEING FILED IN PAPER PURSUANT TO
                         A CONTINUING HARDSHIP EXEMPTION


<PAGE>

                                       SIGNATURES

         In accordance with the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto authorized.

                                         ELECTROPHARMACOLOGY, INC.
                                         Registrant

Dated: December 28, 1999                  /s/ Arup Sen
                                         --------------------------------------
                                         Arup Sen
                                         President and Chief Executive Officer

Dated: December 28, 1999                 /s/ Arup Sen
                                         --------------------------------------
                                         Arup Sen
                                         Acting Chief Financial Officer




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