UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002

or

o 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 0-24248

AMERICAN TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	87-03261799
(State or other jurisdiction of incorporation or organization)	(I.R.S. Empl. Ident. No.)
13114 Evening Creek Drive South, San Diego, California	92128
(Address of principal executive offices)	(Zip Code)
(858) 679-2114
(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  o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common Stock, $0.00001 par value	14,345,226
(Class)	(Outstanding at August 2, 2002)

            This Amendment No. 1 is being filed by the undersigned registrant to amend its Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 filed with the Securities and Exchange Commission on August 14, 2002, to correct a typographical error in the dates shown in the column headings on the Balance Sheets page in Part I- Financial Information of such Report. The headings are hereby amended to read June 30, 2002, and September 30, 2001.

American Technology Corporation
BALANCE SHEETS

		June 30, 2002			September 30, 2001
		(unaudited)
ASSETS
Current Assets:
	Cash	$	1,359,272		$	1,354,072
	Trade accounts receivable, less allowance of $20,191 for doubtful accounts for each period		133,538			117,584
	Inventories [note 5]		201,604			197,013
	Prepaid expenses and other		28,260			67,160
Total current assets			1,722,674			1,735,829
Equipment, net			361,771			516,208
Patents, net of accumulated amortization of $123,170 and $74,584			952,020			848,783
Purchased technology, net of accumulated amortization of of $841,657 and $526,036 [note 6]			420,843			736,464
Total assets		$	3,457,308		$	3,837,284
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		$	488,350		$	321,775
Accrued liabilities and other:
	Payroll and related		142,336			159,311
	Deferred revenue		367,492			248,611
	Interest		180,058			—
	Other		28,011			114,092
12% Convertible Promissory Note, net of $810,000 and $800,000 for for debt discount [note 7]			1,215,000			—
Total current liabilities			2,421,247			843,789
Commitments and contingencies [notes 6 and 8]
Stockholders' equity [note 8]:
Preferred stock, $0.00001 par value; 5,000,000 shares authorized Series B Preferred stock 250,000 shares designated: 0 and 168,860 issued and outstanding, respectively.			—			2
Series C Preferred stock 300,000 shares designated: 10,000 issued and outstanding each period. Liquidation preference of $227,484 and $218,510, respectively			—			—
Series D Preferred stock 250,000 shares designated: 235,400 and 0 issued and outstanding, respectively. Liquidation preference of $2,376,442 and $0, respectively.			2			—
Common stock, $0.00001 par value; 20,000,000 shares authorized 14,295,226 and 13,704,139 shares issued and outstanding			143			137
Additional paid-in capital			26,792,520			22,913,268
Accumulated deficit			(25,756,604	)		(19,919,912	)
Total stockholders' equity			1,036,061			2,993,495
Total liabilities and stockholders' equity		$	3,457,308		$	3,837,284

See accompanying notes to the interim financial statements.

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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.

	AMERICAN TECHNOLOGY CORPORATION
Date:  August 21, 2002	By:	/s/ RENEE´ WARDEN
		Renee¢ Warden, Chief Accounting
		Officer, Treasurer and Corporate Secretary
		(Principal Financial and Accounting Officer and duly authorized to sign on behalf of the Registrant)

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