-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HL/9D1vxVJgxNLMyXeVJNan9fiyRGOdRJmk03glM1PokB+nDo6UTRC7VBHPW7QNS Oye3DvH5r/SrkAyBaJZrTA== 0000893220-97-001856.txt : 19971119 0000893220-97-001856.hdr.sgml : 19971119 ACCESSION NUMBER: 0000893220-97-001856 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971118 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOSONICS INC CENTRAL INDEX KEY: 0000352715 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 232161932 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-11371 FILM NUMBER: 97723458 BUSINESS ADDRESS: STREET 1: 260 NEW YORK DR CITY: FORT WASHINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 6096367100 MAIL ADDRESS: STREET 1: 260 NEW YORK AVENUE CITY: FT WASHINGTON STATE: PA ZIP: 19034 10-Q 1 FORM 10-Q TO BIOSONICS, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 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: 0-11371 BIOSONICS, INC. (Exact name of registrant as specified in its charter) Pennsylvania 23-2161932 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 260 New York Drive Fort Washington, Pennsylvania 19034 (Address of principal executive offices) (Zip Code) (215) 646-7100 (Registrant's telephone number including area code) N/A (Former name, former address and former fiscal year, if changed since last report) 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 the number of shares outstanding of each of the issuers shares of common stock, as of the latest practicable date: As of September 30th 1997, there were outstanding 287,588,936 shares of the Registrant's Common Stock, $.0001 par value. Page 1 of 13 pages Exhibit Index is on Page 12 2 BIOSONICS, INC. INDEX Page Number PART I FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets: September 30, 1997 and December 31, 1996 2 Statements of Loss: Three and Nine Months Ended September 30, 1997 and 1996 3 Statements of Deficit Accumulated: Nine Months Ended September 30, 1997 and 1996 4 Statements of Cash Flows: Nine Months Ended September 30, 1997 and 1996 5 Statements of Shareholders' Equity - Paid-In-Capital: November 30, 1980 (inception) to September 30, 1997 7 Note to Financial Statements 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 PART II OTHER INFORMATION Item 1. Legal Proceedings 13 Item 2. Changes in Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 6. Exhibits and Reports on Form 8-K 13 Signatures 3 BIOSONICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) BALANCE SHEETS (UNAUDITED)
ASSETS Unaudited DECEMBER SEPTEMBER 31, 1996 30, 1997 ------------ ------------ Current Assets Cash (including interest bearing deposits of $10 in 1997 and 1996) $ 260 $ 260 Accounts receivable (net of allowance for doubtful accounts of $2,000 in 1997 and 1996) 5,827 8,196 Advances from IMRC 125,012 77,997 Loan Receivables 15,000 -- Inventory 62,695 64,271 Prepaid expenses and other current assets 6,571 25 ------------ ------------ Total current assets 215,365 150,749 Equipment, furniture and leaseholds, net of accumulated depreciation 10,504 15,007 Deposits 8,431 8,431 ------------ ------------ Total assets $ 234,300 $ 174,187 ============ ============ LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities Notes payable, officer and affiliate $ 99,000 $ 115,000 Notes payable, other 128,000 173,000 Accrued payroll, officer 746,750 669,500 Accrued interest, officer and affiliate 64,130 55,905 Accrued interest, other 192,129 173,131 Accounts payable and other accrued expenses 863,048 824,790 Advances from affiliates 62,450 62,450 Payments received from unissued debentures 187,000 187,000 Proceeds from unissued securities 0 40,000 ------------ ------------ Total current Liabilities 2,342,507 2,300,776 ------------ ------------ Shareholders' deficit Common stock - authorized 750,000,000 shares at .0001 30,636 28,787 par value; issued and outstanding 306,364,536 and 287,863,936 shares at September 30, 1997 and December 31, 1996 respectively Capital in excess of par value 12,468,180 11,763,002 Notes receivable from sale of stock (95,000) -- Deficit accumulated during development stage (14,512,023) (13,918,378) ------------ ------------ Total shareholders' deficit (2,108,207) (2,126,589) ------------ ------------ Total liabilities and shareholders, deficit $ 234,300 $ 174,187 ============ ============
The accompanying note is an integral part of these financial statements. 2 4 BIOSONICS, INC. (A DEVELOPMENT STAGE ENTERPRISE STATEMENTS OF LOSS (UNAUDITED)
NINE MONTHS ENDED THREE MONTHS ENDED 11/13/80 (INCEPTION) TO SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, 1997 1996 1997 1996 1997 1996 --------- --------- --------- --------- ------------ ------------ Sales $ 18,679 $ 34,911 $ 5,129 $ 5,786 $ 856,056 $ 831,514 Cost of sales 12,459 23,116 4,162 6,950 557,444 537,893 --------- --------- --------- --------- ------------ ------------ Gross Profit 6,220 11,795 967 (1,164) 298,612 293,621 --------- --------- --------- --------- ------------ ------------ Development stage expenses Research and development costs 0 0 0 0 4,166,054 4,144,553 Professional fees 187,329 109,691 54,740 72,691 2,939,816 2,732,128 Other development stage expenses 416,824 471,091 129,279 250,853 8,582,383 7,912,411 --------- --------- --------- --------- ------------ ------------ Total development stage expenses 604,153 580,782 184,019 353,544 15,688,253 14,789,092 Less: Revenue from cost recovery program -- -- -- -- 118,085 118,082 --------- --------- --------- --------- ------------ ------------ Net development stage expenses 604,153 580,782 184,019 323,544 15,570,168 14,671,010 Other income Investment and other income 4,288 75 2,071 -- 731,913 727,626 Management fees 20,000 20,000 Gain on sale of equipment -- -- -- -- 7,620 7,620 --------- --------- --------- --------- ------------ ------------ Total other income 4,288 75 2,071 -- 759,533 755,246 --------- --------- --------- --------- ------------ ------------ Net loss $(593,645) $(568,912) $(180,981) $(324,708) $(14,512,023) $(13,622,143) ========= ========= ========= ========= ============ ============ Loss per common share ($ .00) ($ .00) ($ .00) ($ .00) ($ .05) ($ .06) ========= ========= ========= ========= ============ ============
The accompanying note is an integral part of these financial statements. 3 5 BIOSONICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE (UNAUDITED)
NINE MONTHS ENDED 11/13/80 (INCEPTION) TO SEPTEMBER 30, SEPTEMBER 30, 1997 1996 1997 1996 ------------ ------------ ------------ ------------ Beginning balance $(13,918,378) $(13,053,231) $ -- $ -- Net Loss (593,645) (568,912) (14,512,023) (13,622,143) ------------ ------------ ------------ ------------ Ending Balance $(14,512,023) $(13,622,143) $(14,512,023) $(13,622,143) ============ ============ ============ ============
The accompanying note is an integral part of these financial statements. 4 6 BIOSONICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED 11/13/80 (INCEPTION) TO SEPTEMBER 30 SEPTEMBER 30 1997 1996 1997 1996 --------- --------- ------------ ------------ Cash flows used in operating activities Net loss $(593,645) $(568,912) $(14,512,023) $(13,622,143) --------- --------- ------------ ------------ Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 4,503 4,005 383,190 372,688 Increase (decrease) in allowance for doubtful accounts -- -- 2,000 6,000 Increase (decrease) in reserve for inventory obsolescence -- -- 27,000 40,000 Loss on lease abandonment -- -- 19,550 19,550 Gain on sale of fixed assets -- -- (7,620) (7,620) Common stock issued for services 29,500 167,750 573,459 625,959 Common stock options issued for services 14,398 177,678 -- Common stock issued for interest 10,000 10,000 -- Common stock issued for product rights -- -- 12,501 12,501 Change in Accounts receivable 2,369 15,331 (7,827) (11,682) Inventory 1,576 5,004 (89,695) (105,080) Prepaid expenses and other current assets (6,546) 3,998 (6,571) (4,853) Accrued payroll, officer 77,250 77,250 746,750 643,750 Accrued interest, officer and affiliates 8,225 24,024 138,333 127,630 Accrued interest, other 18,998 18,976 192,129 166,814 Accounts payable and accrued expenses 38,258 (21,297) 931,049 895,835 Advances from (to) affiliates (47,015) 3,871 60,759 28,442 --------- --------- ------------ ------------ Total adjustments 151,516 298,912 3,162,685 2,809,934 --------- --------- ------------ ------------ Net cash used in operating activities (442,129) (270,000) (11,349,338) (10,812,209) --------- --------- ------------ ------------ Cash flows from investing activities Sale of fixed assets $ -- $ -- $ 10,825 $ 10,825 Capital expenditures -- -- (363,305) (363,305) Issuance of note receivable (15,000) -- (45,000) (30,000) (Increase) decrease in deposits -- -- (8,431) (8,431) Decrease in note receivable -- -- 30,000 30,000 Decrease in capitalized patents -- -- (45,690) (45,690) --------- --------- ------------ ------------ Net cash provided (used) in investing activities (15,000) -- (421,601) (406,601) --------- --------- ------------ ------------
The accompanying note is an integral part of these financial statements. 5 7 BIOSONICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF CASH FLOWS (CONTINUED) (UNAUDITED)
NINE MONTHS ENDED 11/13/80 (INCEPTION) TO SEPTEMBER 30 SEPTEMBER 30 1997 1996 1997 1996 --------- ----------- ------------ ------------ Cash flows from financing activities Proceeds for bonds unissued $ -- $ -- $ 190,000 $ 190,000 Repayments for bonds unissued -- -- (3,000) (3,000) Proceeds for common stock unissued -- -- 311,000 271,000 Principal payments of note payable (61,000) (235,000) (368,000) (307,000) Proceeds from issuance of note payable -- -- 834,444 789,444 Increase in capitalized organization costs -- -- (7,453) (7,453) Proceeds from issuance of preferred stock -- 505,000 1,105,000 1,105,000 Proceeds from issuance of common stock 518,129 -- 9,709,208 9,181,079 --------- ----------- ------------ ------------ Net cash provided by financing activities 457,129 270,000 11,771,199 11,219,070 --------- ----------- ------------ ------------ Net increase (decrease) in cash and cash equivalents -- -- 260 260 Cash and cash equivalents, beginning 260 260 -- -- --------- ----------- ------------ ------------ Cash and cash equivalents, ending $ 260 $ 260 $ 260 $ 260 ========= =========== ============ ============ Schedule of noncash financing transactions: Issuance of common stock from various items: Common stock unissued $ -- $ 271,000 $ -- $ 271,000 From Loan Receivable 95,000 -- 95,000 -- Notes payable -- 182,444 -- 182,444 Accounts payable and accrued expenses -- 197,524 -- 197,524 Preferred stock -- 725,000 -- 725,000 Less common stock issued -- (1,375,968) -- (1,375,968) --------- ----------- ------------ ------------ Proceeds from common stock issued $ 95,000 $ 0 $ 95,000 $ 0 ========= =========== ============ ============
The accompanying note is an integral part of these financial statements. 6 8 BIOSONICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL NOVEMBER 13, 1980 (INCEPTION) TO SEPTEMBER 30, 1997 (UNAUDITED)
DATE STOCK PRICE PER ISSUED NUMBER OF SHARES SHARE AMOUNT RECEIVED NOTES 1/13/81 150,000,000 $ .0001 $ 15,001 (A) 1/31/81 4,400,000 .025 110,000 (B) 1981 400,000 .025 10,000 (C) 1981 20,000,000 .05 1,000,000 (B) 1982 20,000 .40 8,000 (C) 1982 97,500 .20 19,500 (C) 1982 1,000,000 .06 60,100 (D) 1983 52,500 .20 10,500 (C) 1983 75,000 .305 22,875 (E) 1983 25,000 .235 5,875 (E) 1983 20,000 .50 10,000 (C) 12/29/83 7,300,000 .50 3,650,000 (F) 1984 390 1.00 390 (G) 1984 5,948 .50 2,975 (G) 1984 1,000 .375 375 (C) 1984 72,500 .25 18,125 (C) 1984 2,000 .375 750 (H) 1984 4,000 .25 1,000 (C) 1984 350,000 .20 70,000 (C) 1985 26,500 .281 7,453 (C) 1985 20,000 .25 5,000 (H) 1985 500 .50 250 (G) 1985 5,000 .344 1,719 (C) 1985 50 1.00 50 (G) 1985 2,000 .375 750 (H) 1985 7,500 .156 1,172 (C) 1986 6,882 .50 3,472 (G) 1986 85,000 .1875 15,938 (H) 1986 11,650 .281 3,276 (H) 1986 100,000 .219 21,875 (H) 1986 10,665,000 .181 1,929,737 (I) 1986 202,000 .156 31,562 (H) 1986 70,000 .313 21,875 (H) 1986 134,855 .20 26,939 (H) 1987 7,613,551 .20 1,522,710 (G) 1987 476,110 .295 140,478 (H) 1987 7,000 .159 1,113 (B) 1987 15,000 .312 4,687 (C) 1987 240,000 .20 48,000 (B) 1987 100,000 .218 21,875 (C) 1988 125,000 .25 31,250 (C) 1988 2,500 .218 547 (H) 1988 10,000 .20 2,000 (G)
The accompanying note is an integral part of these financial statements. 7 9 BIOSONICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL NOVEMBER 13, 1980 (INCEPTION) TO SEPTEMBER 30, 1997 (UNAUDITED)
DATE STOCK PRICE PER ISSUED NUMBER OF SHARES SHARE AMOUNT RECEIVED NOTES 1988 100,000 .25 25,000 (B) 1988 4,227,000 .20 845,400 (B) 1988 25,000 .156 3,906 (C) 1988 11,000 .013 143 (H) 1989 400,000 .080 32,000 (B) 1989 3,000 .0938 282 (H) 1989 100,000 .080 8,000 (B) 1990 25,000 .010 250 (H) 1990 20,311,000 .010 203,110 (B) 1990 10,500,000 .010 105,000 (B) 1991 1,100,000 .010 11,000 (B) 1991 100,000 .010 1,000 (H) 1991 48,000 .0625 3,000 (J) 1991 32,000 .0625 2,000 (J) 1991 1,100,000 .010 11,000 (J) 1991 1,100,000 .010 11,000 (B) 1991 400,000 .010 4,000 (C) 1995 -- 87,750 (Q) 1996 1,250,000 .08 100,000 (K) 1996 11,375,000 .0286 325,000 (K) 1996 16,100,000 .05 805,000 (K) 1996 1,300,000 .01 13,000 (L) 1996 12,900,000 .02 258,000 (L) 1996 300,000 .03 9,000 (M) 1996 280,000 .05 14,000 (M) 1996 400,000 .08 32,000 (M) 1996 100,000 .065 6,500 (M) 1996 250,000 .085 21,250 (M) 1996 (15,368,820) -0- (N) 1996 420,000 0.0238 10,000 (L) 1996 11,150,000 0.02 223,000 (L) 1996 428,600 .035 15,000 (L) 1996 250,000 .04 10,000 (L) 1996 1,075,220 .05 53,761 (L) 1996 350,000 .0258 9,032 (J) 1996 1,695,000 .0345 59,175 (J) 1996 75,000 0.04 3,000 (O) 1996 200,000 0.05 10,000 (B) 1996 -- 75,530 (Q) 1997 550,000 0.05 27,500 (M) 1997 200,000 0.05 10,000 (O)
The accompanying note is an integral part of these financial statements. 8 10 BIOSONICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL NOVEMBER 13, 1980 (INCEPTION) TO SEPTEMBER 30, 1997 (UNAUDITED)
DATE STOCK PRICE PER ISSUED NUMBER OF SHARES SHARE AMOUNT RECEIVED NOTES 1997 5,000,000 0.01 50,000 (P) 1997 1,000,000 0.02 20,000 (P) 1997 -- 14,398 (Q) 1997 11,130,600 0.05 556,529 (R) 1997 500,000 0.05 25,000 (P) 1997 40,000 0.05 2,000 (M) 1997 80,000 0.02 1,600 (L) TOTAL SHARES - COMMON STOCK 306,364,536 ============ TOTAL PAID-IN CAPITAL $ 12,972,311 LESS: Notes Receivable for Stock Purchase 95,000 LESS: Offering Expenses 473,495 ------------ NET PAID-IN CAPITAL - COMMON STOCK $ 12,403,816 ============
The accompanying note is an integral part of these financial statements. 9 11 BIOSONICS, INC (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL NOVEMBER 13, 1980 (INCEPTION) TO SEPTEMBER 30, 1997 (UNAUDITED) NOTES (A) $1 additional was paid on stock certificate #3. (B) Cash Purchases. (C) Represents stock issued in consideration for services rendered. The value assigned was based on the fair market value of the stock on the date the transaction was authorized. (D) 1,000,000 common stock warrants were issued to the underwriter, Monarch Funding Corporation, at par value ($.0001). On November 15, 1982, these warrants were exercised at $.06 per share. (E) Represents stock issued in consideration for services rendered and $7,500 cash. The value assigned was based on the fair market value of the stock on the date the transaction was authorized. (F) Stock issued as part of unit offering. Each unit consisted of 2 shares common stock, 2 Series "A" warrants and 1 Series "B" warrant. No separate value was assigned to the warrants. (G) Issued pursuant to the exercise of warrants described in (F). (H) Issued pursuant to the employee incentive stock bonus plan. (I) Issued as part of an offering completed March 26, 1986 for cash and redemption of warrants described in (F). (J) Liabilities converted to common stock. (K) Preferred Stock transferred to Common Stock as per agreement. (L) Issued stock for monies received during time when common stock was not able to be issued. (M) Issued stock as payment for services rendered. (N) Shares contributed by IMRCH. (O) Issued stock as payment for services rendered. (P) Issued pursuant to exercising stock purchase option. (Q) Stock Options granted. (R) Issued pursuant to a private offering. The accompanying not is an integral part of these financial statements. 10 12 BIOSONICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTE TO FINANCIAL STATEMENTS SEPTEMBER 30, 1997 NOTE 1 The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K annual report for the year ended December 31, 1996. In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to summarize fairly the Company's financial position and results of operations. The results of operations for the nine-month period ended September 30, 1997 may not be indicative of the results that may be expected for the year ending December 31, 1997. 11 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Liquidity and Capital Resources Biosonics' primary sources of funds to date have been proceeds from the sale of its securities and investment income on such proceeds, including loans and advances for security purchases through offerings. Biosonics will require additional funds, estimated to be approximately $3.0 million in the immediate future to continue its operations and implement current manufacturing and marketing plans as described below. Biosonics may receive a portion of such funds from sales of the Salitron System and the Cystotron Incontinence Control System. Biosonics is also considering obtaining funds through venture capital or other private or public financing, joint venture or merger transactions and research and development partnership financing. There is no assurance, however, that the Company will be successful in obtaining financing on terms favorable to the Company, or at all. The Company has completed a tentative marketing plan for the Cystotron product. This plan includes matters relating to the manufacturing and sales of the devices as well as the production of a marketing study for the product. In connection with this tentative marketing plan, the Company has recently added an engineer to its staff to review and impliment a manufacturing bid process for the product. It is intended that this engineer will also review the Company's other products. The Company is also planning to develop a strategy to market its products in the international market. For example, the Company is looking to hire a consultant to proceed with bringing the Salitron, Cystotron and Anotron devices to the international market. In connection with such strategy, it plans to attend two international conferences in late 1997. The bid process in connection with the manufacturing of the Cystotron product is expected to result in a bid being awarded in December 1997 or early in 1998. In connection with the Company's marketing efforts in connection with the Cystotron, the Company is planning to establish a medical board of advisors to perform a six-month study of the Cystotron product. Depending on the Company's ability to raise addition funds to commence and implement its marketing plan for the Cystotron product and the establishment for the market study and a sales team for the product, of which there can be no assurance, the Company anticipates that sales of the product will commence in the latter part of 1998. The Company does not have any material commitments for capital expenditures, although the Company may make marketing capital expenditures during 1997 and 1998 in connection with the manufacture of the Cystotron Systems, if funds are available. The extent of the development or testing, if any, of the Company's other devices will depend on the availability of funds, and there is no assurance that development or testing of the devices will occur or be successful. Results of Operations Net development stage expenses for the nine and three months ended September 30, 1997 ($579,415 and $159,281 respectively) were lower than those for the comparable periods of the prior year ($610,782 and $353,544 respectively) due to excessive funds spent in the 1996 periods relating to the Special Shareholders meeting held in July 1996. Other development stage expenses include primarily salaries, rent, supplies, transfer agent fees, manufacturing, marketing, public relations and travel expenses. The Company's professional fees for the nine months ended September 30, 1997 compared to professional fees for September 30, 1996 ($187,329 and $109,691 repectively) were higher due to legal, accounting and consulting expenses incurred in connection with the Company's efforts to enhance its processes in connection with tis reporting and registration matters under federal securities laws and its application for Medicare reimbursement with HCFA. The Company's professional fees for 12 14 the three months ended September 30, 1997 compared to professional fees for the three month period ending September 30, 1996 ($54,740 and $72,691 repectively) were lower due to the extra accounting and legal expenses incurred in connection with the Special Shareholders meeting held in July 1996. The Company's sales for the nine and three months ended September 30, 1997 were ($18,679 and $5,129 respectively) as compared to ($34,911 and $5,786 respectively) for the same period of the prior year. The decrease in sales resulted primarily from not having available funds to continue the marketing program for its SALITRON System. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES. None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: *3.1 Articles of Incorporation as amended (incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996). *3.5 By-laws of Registrant, as amended. (incorporated by reference to Registrants Quarter Report on Form 10-Q for the quarter ended June 30, 1997). 27 Financial Data Schedule (b) Reports on Form 8-K: None * Incorporated by reference 13 15 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 thereunder duly authorized. BIOSONICS, INC. Date: November 17 , 1997 By: /s/Jack Paller ---- ----------------------------------------- Jack Paller, President, Chairman and Executive Officer, Principal Financial Officer and Principal Accounting Officer and Sole Director. 14 EX-27 2 BIOSONICS, INC. 9-MOS FINANCIAL DATA SCHEDULE
5 0000352715 BIOSONICS, INC. 1 U.S. DOLLARS 9-MOS DEC-31-1997 JUL-01-1997 SEP-30-1997 1 260 0 7,827 2,000 62,695 215,365 254,806 244,302 234,300 2,342,507 187,000 0 0 30,636 (2,108,207) 234,300 18,679 22,967 12,459 604,153 416,824 0 37,223 (593,645) 0 0 0 0 0 (593,645) 0 0
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