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 May 31, 1999

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

                      Commission File No. 0-7578

                          ELECTRO-CATHETER CORPORATION
             (Exact name of the Registrant as specified in Charter)

             New Jersey                                           22-1733406
            (State of Incorporation)                (I.R.S. Employer ID Number)

            2100 Felver Court, Rahway, New Jersey                       07065
            (Address of Principal Executive Offices)                 (Zip Code)

          Registrant's Telephone No. including Area Code: 732-382-5600


     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 the issuer's common stock, as
of the latest practical date:

     As of July 26, 1999, the number of shares  outstanding of the  Registrant's
common stock was 6,390,389 shares, $.10 par value.



<PAGE>









                          ELECTRO-CATHETER CORPORATION

                     DEBTOR-IN-POSSESSION AS OF MAY 14, 1999

                                TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION
                                                                      PAGE
Item 1.  Financial Statements (Unaudited):


         Condensed Comparative Balance Sheets
              May 31, 1999 and August 31, 1998                       1 - 2


         Condensed Comparative Statements of Operations -
              Three and Nine Months Ended May 31, 1999
              and May 31, 1998                                         3


         Condensed Comparative Statements of Cash Flows -
              Nine Months Ended May 31, 1999 and
              May 31, 1998                                             4

         Notes to Condensed Financial Statements                     5 - 9


Item 2. Management's Discussion and Analysis of  Financial Condition
                and Results of Operations                            9 - 12

PART II.  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                              12

Signatures                                                            12

Index to Exhibits                                                     13





<PAGE>



PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
 <TABLE>
                                                  ELECTRO-CATHETER CORPORATION
                                               DEBTOR-IN-POSSESSION AS OF MAY 14, 1999
                                                CONDENSED COMPARATIVE BALANCE SHEETS
                                                  May 31, 1999 and August 31, 1998
                                                             (Unaudited)

<CAPTION>
                                                                             May 31,                               August 31,
                                                                               1999                                     1998
<S>                                                                   <C>                                        <C>
                              ASSETS
Current assets:
    Cash and cash equivalents                                         $       178,531                             $   168,762
    Accounts receivable, less allowance for
      doubtful accounts                                                       427,698                                 723,753
    Inventories                                                               755,012                               1,253,456
    Prepaid expenses and other current assets                                  34,716                                  68,538
                                                                               ------                                  ------
Total current assets                                                        1,395,957                               2,214,509

Property, plant and equipment, net                                            566,112                                 653,452
Deferred merger costs                                                               -                                 234,253
Other assets, net                                                             112,568                                  80,733
                                                                              -------                                  ------
Total assets                                                                2,074,637                               3,182,947

          LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Post-petition liabilities:
   Accounts payable - trade                                                     5,542                                 774,200
   Accrued merger costs                                                             -                                 181,319
   Accrued interest due to The T Partnership,
      a related party                                                          13,502                                 293,764
   Accrued litigation expenses                                                      -                                 265,134
   Accrued expenses                                                            31,076                                 341,646
   Current installments of capitalized lease obligations                            -                                  73,279
                                                                               ------                                  ------
Total post-petition liabilities                                                50,120                               1,929,342

Pre-petition liabilities:
   Accounts payable - trade                                                   755,639                                       -
   Accrued merger costs                                                       308,140                                       -
   Accrued interest due to The T Partnership,
     a related party                                                          486,183                                       -
   Accrued litigation expenses                                                175,134                                       -
   Accrued expenses                                                           381,509                                       -
   Subordinated debentures and promissory notes due to
     The T Partnership, a related party                                     2,458,125                                       -
   Capitalized lease obligations, excluding current
     installments                                                             220,742                                       -
                                                                              -------                                 -------

Total pre-petition liabilities                                              4,785,472                                       -

</TABLE>



                                                                 1

<PAGE>


<TABLE>

                                                    ELECTRO-CATHETER CORPORATION
                                               DEBTOR-IN-POSSESSION AS OF MAY 14, 1999
                                                CONDENSED COMPARATIVE BALANCE SHEETS
                                                             (Continued)

<CAPTION>
                                                                             May 31,                               August 31,
                                                                                1999                                     1998
<S>                                                                     <C>                                       <C>

Subordinated debentures and promissory notes due to
   The T Partnership, a related party                                               -                              2,247,125
Capitalized lease obligation, excluding
   current installments                                                             -                                196,614
                                                                           ----------                               -------
Total liabilities                                                           4,835,592                              4,373,081

Stockholders' deficiency:
   Common stock, $.10 par value. Authorized
     20,000,000 shares                                                        639,039                                639,039
   Additional paid-in capital                                              10,704,803                             10,704,803
   Accumulated deficit                                                    (14,104,797)                           (12,533,976)
                                                                          -----------                            -----------

Total stockholders' deficiency                                             (2,760,955)                            (1,190,134)
                                                                           ----------                             ----------

Total liabilities and stockholders'  deficiency                         $   2,074,637                          $   3,182,947

See accompanying notes to condensed financial statements.


</TABLE>
                                                                 2

<PAGE>


<TABLE>

                                                    ELECTRO-CATHETER CORPORATION
                                              DEBTOR-IN-POSSESSION AS OF MAY 14, 1999
                                           CONDENSED COMPARATIVE STATEMENTS OF OPERATIONS
                                                             (Unaudited)


<CAPTION>
                                                               Three Months Ended                            Nine Months Ended
                                                                    May 31,                                      May 31,
                                                         1999                    1998                 1999                   1998
<S>                                               <C>                       <C>                <C>                     <C>

Net revenues                                      $    872,604              $  1,502,537       $   2,740,865           $  4,152,546

Cost of goods sold                                     783,806                 1,119,482           2,287,307              2,836,541
                                                       -------                 ---------           ---------              ---------

           Gross  profit                                88,798                   383,055             453,558              1,316,005

Operating expenses:
    Selling, general and administrative                314,922                   409,404           1,042,918              1,525,871
    Research and development                           111,858                   118,734             350,379                416,224
                                                       -------                   -------             -------                -------

Operating loss                                        (337,982)                 (145,083)           (939,739)              (626,090)


Other expenses:
    Interest expense                                   (89,433)                  (77,607)           (261,935)              (225,019)
    Merger costs                                       (16,322)                        -            (369,147)                     -
                                                       -------                   --------           --------               --------

        Net loss                                  $   (443,737)             $   (222,690)      $  (1,570,821)          $   (851,109)
                                                       ========                ==========         ===========              =========


Basic and diluted loss per share                      $  (0.07)                  $ (0.03)            $ (0.25)               $ (0.13)
                                                         ======                   =======             =======                =======

Dividends per share                                       None                      None              None                   None

Weighted average shares outstanding                  6,390,389                  6,390,389           6,390,389              6,387,000


See accompanying notes to condensed financial statements.


</TABLE>

                                                                    3

<PAGE>



<TABLE>
                                                      ELECTRO-CATHETER CORPORATION
                                                 DEBTOR-IN-POSSESSION AS OF MAY 14, 1999
                                             CONDENSED COMPARATIVE STATEMENTS OF CASH FLOWS
                                                               (Unaudited)
                                                                                             Nine Months Ended
                                                                                                     May 31,
<CAPTION>
                                                                                          1999                        1998
<S>                                                                        <C>    <C>    <C>    <C>    <C>    <C>
Increase (decrease) in cash:
Cash flows from operating activities:
    Net loss                                                                       $    (1,570,821)             $    (851,109)
    Adjustments:
       Depreciation                                                                         87,340                     95,746
       Amortization of deferred charges                                                      6,250                      6,250

    Changes in assets and liabilities:
       Decrease in accounts receivable, net                                                296,055                    229,726
       Decrease (increase) in inventories                                                  498,444                    (90,719)
       Decrease in prepaid expenses and
           other current assets                                                             27,572                    103,896
       Increase in other assets                                                            (31,835)                  (185,213)
       Decrease in deferred merger costs                                                   234,253                          -
       Increase in accounts payable and accrued expenses                                   300,662                    230,467
                                                                                           -------                    -------

Net cash used in operating activities                                                     (152,080)                  (460,956)


Cash flows from investing activities:
    Cash purchases of property, plant and equipment                                              -                     (2,085)
                                                                                            ------                     ------

Net cash used in investing activities                                                            -                     (2,085)

Cash flows from financing activities:
    Proceeds from Stock Purchase Plan                                                            -                      2,161
    Proceeds from loan from The T Partnership,
       a related party                                                                     211,000                    400,000
    Reductions of debt and capitalized lease
       obligations                                                                         (49,151)                   (37,247)
                                                                                           -------                    -------

    Net cash provided by financing activities                                              161,849                    364,914

Net decrease (increase) in cash                                                              9,769                    (98,127)
Cash at beginning of period                                                                168,762                     98,127
                                                                                           -------                     ------

Cash at end of period                                                                 $    178,531                    $  -0-

Interest paid                                                                         $     37,379                $   221,420

Property, plant and equipment acquired under
    capitalized lease obligations                                                     $          -                $    49,150


See accompanying notes to condensed financial statements.

</TABLE>

                                                                    4

<PAGE>



                          ELECTRO-CATHETER CORPORATION
                     DEBTOR-IN-POSSESSION AS OF MAY 14, 1999

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1   Basis of Presentation
------   ---------------------

The  accompanying   unaudited   condensed   financial   statements  contain  all
adjustments  (consisting only of normal recurring accruals) necessary to present
fairly the financial position of Electro-Catheter Corporation (the "Company") as
of May 31, 1999,  the results of operations  for the three and nine months ended
May 31, 1999 and May 31, 1998 and  statements  of cash flows for the nine months
ended May 31,  1999 and May 31,  1998,  but are not  necessarily  indicative  of
results to be expected for the full year.

The financial  statements have been prepared in accordance with the requirements
of Form 10-Q and  consequently  do not include  disclosures  normally made in an
Annual  Report on Form 10-K.  Accordingly,  the  financial  statements  included
herein should be reviewed in conjunction with the financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1998.

The unaudited condensed financial statements have been prepared using accounting
principles   applicable  to  a  going  concern,   which  assumes  continuity  of
operations,  realization  of assets and  settlement of liabilities in the normal
course of business.  The  appropriateness  of using the going  concern  basis is
dependent upon, among other things,  confirmation of a plan of reorganization by
the Company,  the ability to achieve profitable  operations,  and the ability to
generate sufficient cash flow from operations to meet its obligations.

The accompanying  unaudited  condensed  financial  statements as of May 31, 1999
segregates  liabilities into pre- bankruptcy petition and post-petition.  A plan
of reorganization  could materially change the amounts currently recorded in the
financial statements.  The statements that might result from the outcome of this
uncertainty may be materially different from those presented herein.

Note 2   Bankruptcy
------   ----------

On May 14, 1999,  as a result of the  continued  deterioration  in the Company's
results of operations  reflecting,  among other factors,  the lack of sufficient
financing,  the continuing  decline in demand for the Company's products and the
inability of the Company to achieve profitable  operations,  the Company filed a
voluntary  petition for  reorganization  under  Chapter 11 of the United  States
Bankruptcy Code. While the Company has suspended manufacturing  operations,  the
Company is in possession of its  properties  and assets and continues to operate
as a debtor-in-possession. As a  debtor-in-possession, the Company is authorized
to  operate  its  business,  but may not engage in  transactions  outside of the
normal course of business without approval of the Bankruptcy  Court. The Company
is  currently  in the  process of seeking a  corporate  partner  and/or  private
investment to reactivate its manufacturing operations.

Pursuant to the  provisions of the  Bankruptcy  Code,  as of the petition  date,
actions to collect pre-petition indebtedness by the Company are stayed and other
pre-petition contractual obligations may not be enforced against the Company. In
addition, as a  debtor-in-possession,  the Company has the right, subject to the
Bankruptcy  Court's approval and certain other  conditions,  to assume or reject
any pre-petition unexpired leases. Parties affected by these rejections may file
claims with the Bankruptcy Court in accordance with the reorganization  process.
The Company  cannot  presently  determine  or  reasonably  estimate the ultimate
liability that may result from  rejecting  leases,  and no provisions  have been
made for these items.


                                       5

<PAGE>



Schedules have been filed by the Company with the Bankruptcy Court setting forth
the assets and liabilities of the  debtor-in-possession as of the filing date as
reflected in the accounting  records.  Differences  between amounts reflected in
such schedules and claims filed by creditors will be  investigated  and resolved
or adjudicated  before the Bankruptcy  Court. The ultimate amount and settlement
terms  for  such  liabilities  are  subject  to a plan  of  reorganization  and,
accordingly, are not presently determinable.

The Company intends to present a plan of  reorganization to the Bankruptcy Court
to  reorganize  the  Company's   business  and  to  restructure   the  Company's
obligations.  Under the provisions of the  Bankruptcy  Code, the Company has the
exclusive  right  to file  such a plan at any time  during  the  120-day  period
following  May 14,  1999.  The  Company  has not yet  finalized  its plan.  Upon
completion and confirmation of the plan, the Company,  if necessary,  will adopt
fresh-start  accounting in accordance  with the American  Institute of Certified
Public Accountants  Statement of Position 90-7, "Financial Reporting by Entities
in  Reorganization  under the Bankruptcy  Code" ("SOP 90-7").  The  accompanying
financial  statements  do not include any  adjustments  that may result from the
adoption of SOP 90-7, or in the event that a plan is not confirmed.

Note 3   Accounts Receivable
------   -------------------

Accounts receivable comprise the following:

<TABLE>
                                                           May 31,                       August 31,
<CAPTION>
                                                              1999                             1998
       <S>                                             <C>                               <C>

       Accounts receivable - trade                       $   646,897                      $   937,342
       Allowance for doubtful accounts                      (219,199)                        (213,589)
                                                            --------                         --------

                                                         $   427,698                      $   723,753
</TABLE>


Note 4 Subordinated Debentures and Promissory Notes
---------------------------------------------------

In  February  1999,  the  Company  borrowed  an  additional  $75,000  from The T
Partnership  under a  promissory  note.  In May 1999,  the  Company  borrowed an
additional $136,000 from The T Partnership under two promissory notes. The total
indebtedness due to The T Partnership at May 31, 1999 was $2,458,125.

The rate of  interest on the debt to The T  Partnership  is 12% per annum on any
outstanding balance and is payable monthly. As of May 31,1999,  Electro-Catheter
Corporation owed The T Partnership $499,685 for monthly interest payments dating
back to July 1997. The Company has sent the required  interest payments to The T
Partnership. The T Partnership has chosen not to tender such checks for payment.
Therefore,  the Company has considered the interest  payments  unpaid at May 31,
1999 and has  reflected  the amount as a liability in the  accompanying  balance
sheet. Interest payments under this agreement continue to be required to be made
monthly;  however,  The T  Partnership  has agreed that the failure to make such
monthly  payments  will not  constitute  an event of default,  as defined in the
agreement,  and has agreed not to request  acceleration of payment for the prior
interest payments or, further,  for any interest payments through March 1, 2000.
Monthly  principal  payments of $25,000  scheduled to begin on September 1, 1996
have, pursuant to several waivers,  with the latest received in April 1999, been
deferred  to March 1,  2000.  The loan is  secured  by the  Company's  property,
building, accounts receivable,  inventories, machinery and equipment and general
intangibles. The Company is to prepay the outstanding balance in the event it is
merged  into  or  consolidated  with  another  corporation  or it  sells  all or
substantially all of its assets,  unless The T Partnership and the Company agree
otherwise.  Under the provisions of the agreement  with The T  Partnership,  the
Company is obligated to comply with certain covenants, to be tested on a monthly
basis. Non-compliance by the Company shall allow The T Partnership to declare an
Event of Default and accelerate  repayment of indebtedness.  As of May 31, 1999,
the Company was not in compliance with certain covenants.  However,  pursuant to
the provisions of the  Bankruptcy  Code,  the payment or  acceleration  of these
liabilities has been stayed.


                                        6

<PAGE>


Note 5  Commitments and Contingencies
------  -----------------------------

FDA Warning Letter
------------------

Electro-Catheter  Corporation's products are classified as medical devices under
the FDA Act  and,  as such,  are  subject  to  extensive  regulatory  compliance
requirements. In February 1997, the FDA conducted an inspection and audit of The
Company's  facilities  and  practices,  as a result  of which  the FDA  issued a
Warning Letter (the "FDA Warning Letter") regarding noncompliance by the Company
with certain regulations regarding current good manufacturing practices ("cGMP")
in the  manufacture  of its  products.  The areas of  noncompliance  include the
Company's methods of investigation of device  complaints,  methods of validation
of  device  sterilization,   environmental  monitoring  procedures,  methods  of
validation of extrusion  processes  which are used in the manufacture of certain
of the  Company's  catheters  and  other  quality  assurance  and  recordkeeping
requirements. The Company has communicated with the FDA its intentions to remedy
the noncompliance, has established a plan to effectuate such remediation and has
diligently  worked  to take the  necessary  corrective  actions.  The  Company's
actions  have  included  the  establishment  of  certain  validation  protocols,
revisions  of the  Company's  Quality  System and  Quality  System  Manual,  the
implementation of a program for environmental testing, the purchase of equipment
for extrusion  process  validation and the institution of file and recordkeeping
protocols.  A subsequent  FDA  inspection in September 1997 indicated that while
substantial  progress  had  been  made,  not all  corrective  actions  had  been
completed.

In January and February 1999, the FDA conducted  another  general  inspection of
Electro-Catheter  Corporation's facilities.  As a result of the inspection,  the
FDA  issued  Form  FDA  483  citing  Inspectional  Observations.  Three  of  the
observations  were repeated  from the FDA's  February  1997  inspection.  It was
acknowledged  by the FDA  inspectors  that the Company had made  progress on all
three of these observations,  but had not yet completed them. A major reason for
the delay in  completing  the  corrective  steps was that the  Company  had been
involved in merger discussions with Cardiac Control Systems,  Inc. ("CCS") since
May 1997 with the understanding that certain functions that were being currently
performed at the Company would be transferred to CCS's facility.  The merger had
been delayed and, as such,  the corrective  actions on these three  observations
had not been completed.  The Company is now giving these three  observations top
priority.   The   other   observations   included   validation,   sterilization,
environmental  monitoring,  complaint handling and documentation control issues.
In February  1999, the Company  submitted its corrective  action plan to the FDA
delineating  the corrective  actions  formulated and that the Company intends to
complete.

While the Company is currently  under no  restrictions  by the FDA regarding the
manufacture  or sale  of its  products,  the  Company  is  unable  to  determine
precisely the short-term  economic impact of instituting the required corrective
actions and there can be no assurance that the FDA will not take further action,
including  seizure  of  products,  injunction  and/or  civil  penalties,  if the
necessary  corrective  actions are not  completed on a timely  basis.  Until all
corrective  actions  required under the FDA Warning Letter have been taken,  the
FDA  will not  consider  new  products  for  approval.  However,  The  Company's
insufficient  financing for research and  development  efforts over the last few
years have limited its ability to produce new products and, consequently, no FDA
approvals are currently sought.


                                        7

<PAGE>



The Company has  informed  the FDA of its Chapter 11 filing.  The FDA  indicated
that as a result of the filing,  the Company's  corrective  action plan would be
stayed at present.

Termination of The Proposed Merger
----------------------------------

The Company  entered into an Agreement  and Plan of  Reorganization  dated as of
January  20,  1998,  with CCS to effect a merger of the two  companies  targeted
toward the  development  and marketing of advanced  specialty  electrophysiology
products.

Consummation of the merger was subject to a number of conditions,  including the
securing of a minimum of $4.0  million in  financing in addition to any existing
debt  obligations  of both CCS and the Company  upon terms  acceptable  to their
respective Boards of Directors.  The stockholders of each of the Company and CCS
approved the merger at the respective Special Meetings of such Stockholders held
on November 16, 1998.

Despite the efforts of management of both companies, the financing condition had
not been  satisfied.  On April 16, 1999, the Company  terminated the merger with
CCS. As such,  all deferred  merger costs have been expensed and are included in
the accompanying statement of operations.

International Sales
-------------------

Beginning in June 1998,  international  sales were adversely  affected in Europe
(approximately 21% and 17% of total revenues for the fiscal years 1996 and 1997,
respectively)  as the Company was not able to obtain the CE Mark on its products
on a timely basis in order to continue to sell into this market.  Several months
ago,  the  Company  and  CCS  submitted  an   application   requesting  CE  Mark
certification  for CCS to sell the Company's  steerable  line of  catheters,  as
manufacturer,  with the Company  acting as vendor to CCS in such regard.  The CE
Mark  certification  was granted on October 26, 1998, issued in the name of CCS.
Since the  merger  has been  terminated,  the  Company  will  attempt  to pursue
alternative  means to obtain  CE Mark  certification.  However,  there can be no
assurance  that the CE Mark  certification  can be obtained.  As a result of the
Company being in Chapter 11,  efforts to obtain the CE Mark  certification  have
been halted.

Note 6 Reclassifications
------------------------

Certain  reclassifications  have been made to conform  to the  fiscal  year 1999
presentation.

Note 7 Loss Per Share
---------------------

Basic loss per share is based on net loss for the  relevant  period,  divided by
the weighted  average  number of common  shares  outstanding  during the period.
Diluted loss per share is based on net loss for the relevant period,  divided by
the weighted  average  number of common  shares  outstanding  during the period.
Common share equivalents, such as outstanding stock options, are not included in
the calculation since the effect would be antidilutive.

Note 8 Comprehensive Income
---------------------------

On June 7, 1997, the FASB issued SFAS No. 130 "Reporting  Comprehensive Income".
SFAS No. 130  establishes  standards for reporting and display of  comprehensive
income and its components (revenues, expenses, gains, and losses) in a full set

                                        8

<PAGE>



of general purpose  financial  statements.  SFAS No. 130 requires that all items
that are required to be recognized under  accounting  standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. SFAS No. 130 is effective for
fiscal years  beginning after December 15, 1997.  Reclassification  of financial
statements for earlier periods  provided for  comparative  purposes is required.
The  Company  adopted  SFAS No. 130 for the quarter  ended  November  30,  1998.
Adoption  of SFAS No.  130 did not have any  material  impact  on the  Company's
financial statements.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
          AND RESULTS OF OPERATIONS
          -------------------------
Results of Operations
---------------------

General.  The  following  is  management's  discussion  and  analysis of certain
factors which have affected the financial condition and results of operations of
Electro-Catheter Corporation ("the "Company") during the periods included in the
accompanying  financial  statements.

Statements  contained  in and  preceding  management's  discussion  and analysis
include  various  forward-looking  information  that is based on data  currently
available to management and management's  beliefs and assumptions.  When used in
this report, the words  "anticipates",  "estimates",  "believes",  "plans",  and
similar expressions are intended to identify forward-looking statements, but are
not the exclusive  means of identifying  such  statements.  Such  statements are
subject to risks and  uncertainties,  and the Company's  actual results may vary
materially  from those  anticipated,  estimated or projected  due to a number of
factors, including, without limitation, the ability to access funds necessary to
fund  the  Company's  operations,  the  confirmation  and  consummation  of  the
Company's plan of  reorganization  under Chapter 11 of the Bankruptcy  Code, the
ability to find a partner and/or a private investment in order to reactivate its
manufacturing  operations,  adverse economic  conditions,  and other factors set
forth in reports and other  documents  filed by the Company with the  Securities
and Exchange Commission from time to time.

Termination of the Proposed  Merger.  The Company  entered into an Agreement and
Plan of  Reorganization  dated as of January  20,  1998,  with  Cardiac  Control
Systems  ("CCS")  to effect a merger of the two  companies  targeted  toward the
development and marketing of advanced specialty electrophysiology products.

Consummation of the merger was subject to a number of conditions,  including the
securing of a minimum of $4.0  million in  financing in addition to any existing
debt  obligations  of both CCS and the Company  upon terms  acceptable  to their
respective Boards of Directors.  The stockholders of each of the Company and CCS
approved the merger at the respective Special Meetings of such Stockholders held
on November 16, 1998.

Despite the efforts of management of both companies, the financing condition had
not been  satisfied.  On April 16, 1999, the Company  terminated the merger with
CCS. As such,  all deferred  merger costs have been expensed and are included in
the accompanying statement of operations.

                                       9

<PAGE>

Overview.  The Company's  insufficient  financing  for research and  development
efforts  over the last few years has limited its ability to produce new products
and,   consequently,   has  adversely  affected  product  sales.   Additionally,
international  sales were  adversely  affected  in Europe as the Company was not
able to  obtain  the CE Mark on its  products  on a  timely  basis  in  order to
continue to sell into this market.  Domestic  sales were also  affected as sales
representatives  that  left the  Company  were not  replaced  as a result of the
financial  condition of the Company.  This decline in sales was partially offset
by certain cost reduction measures. Operations were additionally impacted by the
Company's decision on May 14, 1999 to seek protection pursuant to the provisions
of Chapter 11 of the  Federal  Bankruptcy  Code.  On May 13,  1999,  the Company
suspended production until further notice. The Company continues to ship product
from inventory while it seeks additional financing or a corporate partner.

The Company's stockholders'  deficiency,  continued losses and lack of financing
create  serious  risk of loss for the holders of the  Company's  debt and equity
securities.  No  assurances  can be given that the Company will be successful in
its  attempts  to find a  partner  or  obtain  adequate  financing  in  order to
reactivate  its  manufacturing  operations or, that as a result of such efforts,
the value of the  Company's  debt and equity  securities  will not be materially
impaired.

Revenues.  Net  revenues  declined  $629,933  (41.9%)  and  $1,411,681  (34.0%),
respectively,  for the three and nine  months  ended May 31, 1999 as compared to
the same periods in the prior fiscal year.

The decline in sales was primarily attributed to lower  electrophysiology  sales
as the Company has not  introduced  any new products and also as a result of the
Company not having an approved  electrophysiology  ablation catheter to allow it
to compete in the domestic  market.  Sales of the Company's  Pacewedge  catheter
also declined as a result of lower demand. A decline in demand for the Company's
older products in pacing and  monitoring,  backorders,  as well as the impact of
not replacing sales representatives who have left the Company have also affected
sales.  International  revenues  were also impacted by the Company not obtaining
the CE Mark on its products on a timely basis.

Unless the Company is able to reactivate  its  manufacturing  operations,  sales
will be very adversely affected. Without manufacturing,  the Company will not be
able to satisfy its current  backorders nor future orders unless such product is
in inventory.

Gross  Profit.  Gross profit  dollars  decreased  $294,257  (76.8%) and $862,447
(65.5%)  for the three and nine  months  ended May 31,  1999 as  compared to the
three and nine months ended May 31, 1998. This decrease is primarily  attributed
to  decreased  production  levels  related  to the lower  sales  volume  and the
unavailability of certain components and lower selling prices. The suspension of
operations negatively impacts gross profit.

Selling,  General  and  Administrative.   Selling,  general  and  administrative
expenses  decreased  $94,482 (23.1%) and $482.953 (31.7%) for the three and nine
months  ended May 31, 1999 as  compared  to the same  periods in the last fiscal
year. This decrease primarily reflects lower domestic and international  selling
expenses  primarily  attributed to the of the loss of field sales personnel that
have not been replaced and cutbacks in international  activities and lower legal
expenses.

Research and  Development.  Research and development  expenses  decreased $6,876
(5.8%) and $65,845  (15.8%),  respectively,  for the three and nine months ended
May 31, 1999 as compared to the same  periods in the prior year.  This  decrease
reflects the lower level of R&D efforts. The decrease is primarily attributed to
a decrease in personnel.


                                       10
<PAGE>

Merger Costs.  Merger costs represent the write-off of expenses  associated with
the merger that was terminated.

Other  Expense.  Interest  expense  increased  as  a  result  of  the  increased
borrowings from The T Partnership.

Liquidity and Capital Resources
-------------------------------

During the nine months ended May 31, 1999 operating  activities used $152,080 in
cash as compared  to $460,956  for the nine  months  ended May 31,  1998,  which
primarily  reflects  decreases in accounts  receivable  and  inventories  and an
increase in accounts payable and accrued expenses.

The Company's  ability to continue with its plans is contingent upon its ability
to obtain sufficient cash flow from operations or to obtain additional financing
from external sources.  The Company has had difficulty in paying its obligations
and, as a result,  has delayed  payments to vendors and certain others providing
services to the Company,  such as attorneys.  The Company  continues to evaluate
its plans and adopt certain cost-saving measures, where appropriate.

On May 14, 1999,  as a result of the  continued  deterioration  in the Company's
results of operations  reflecting,  among other factors,  the lack of sufficient
financing,  the continuing  decline in demand for the Company's products and the
inability of the Company to achieve profitable  operations,  the Company filed a
voluntary  petition for  reorganization  under  Chapter 11 of the United  States
Bankruptcy Code. While the Company has suspended manufacturing  operations,  the
Company is in possession of its  properties  and assets and continues to operate
as a debtor-in-possession. As a debtor-in-possession,  the Company is authorized
to  operate  its  business,  but may not engage in  transactions  outside of the
normal course of business without approval of the Bankruptcy  Court. The Company
is  currently  in the  process of seeking a  corporate  partner  and/or  private
investment to reactivate its manufacturing operations.

Pursuant to the  provisions of the  Bankruptcy  Code,  as of the petition  date,
actions to collect  pre-petition  indebtedness  from the  Company are stayed and
other  pre-petition  contractual  obligations  may not be  enforced  against the
Company.  In  addition,  as a  debtor-in-possession,  the Company has the right,
subject to the  Bankruptcy  Court's  approval and certain other  conditions,  to
assume or reject any pre-petition  unexpired  leases.  Parties affected by these
rejections  may file claims with the  Bankruptcy  Court in  accordance  with the
reorganization  process.  The Company cannot  presently  determine or reasonably
estimate the ultimate  liability that may result from rejecting  leases,  and no
provisions have been made for these items.

Schedules have been filed by the Company with the Bankruptcy Court setting forth
the assets and liabilities of the  debtor-in-possession as of the filing date as
reflected in the accounting  records.  Differences  between amounts reflected in
such schedules and claims filed by creditors will be  investigated  and resolved
or adjudicated  before the Bankruptcy  Court. The ultimate amount and settlement
terms  for  such  liabilities  are  subject  to a plan  of  reorganization  and,
accordingly, are not presently determinable.

The rate of  interest on the debt to The T  Partnership  is 12% per annum on any
outstanding balance and is payable monthly. As of May 31,1999,  Electro-Catheter
Corporation owed The T Partnership $499,685 for monthly interest payments dating
back to July 1997. The Company has sent the required  interest payments to The T
Partnership. The T Partnership has chosen not to tender such checks for payment.
Therefore,  the Company has considered the interest  payments  unpaid at May 31,
1999 and has  reflected  the amount as a liability in the  accompanying  balance
sheet. Interest payments under this agreement continue to be required to be made
monthly;  however,  The T  Partnership  has agreed that the failure to make such
monthly  payments  will not  constitute  an event of default,  as defined in the
agreement, and has agreed not to request acceleration of payment for the prior


                                     11
<PAGE>

interest payments or, further,  for any interest payments through March 1, 2000.
Monthly  principal  payments of $25,000  scheduled to begin on September 1, 1996
have, pursuant to several waivers,  with the latest received in April 1999, been
deferred  to March 1,  2000.  The loan is  secured  by the  Company's  property,
building, accounts receivable,  inventories, machinery and equipment and general
intangibles. The Company is to prepay the outstanding balance in the event it is
merged  into  or  consolidated  with  another  corporation  or it  sells  all or
substantially all of its assets,  unless The T Partnership and the Company agree
otherwise.  Under the provisions of the agreement  with The T  Partnership,  the
Company is obligated to comply with certain covenants, to be tested on a monthly
basis. Non-compliance by the Company shall allow The T Partnership to declare an
Event of Default and accelerate  repayment of indebtedness.  As of May 31, 1999,
the Company was not in compliance with certain covenants.  However,  pursuant to
the provisions of the  Bankruptcy  Code,  the payment or  acceleration  of these
liabilities has been stayed.

Inflation  did not  have a  material  impact  on the  results  of the  Company's
operations for the nine months ended May 31, 1999.

Part II. Other Information
--------------------------

Item 6.  Exhibits and Reports on Form 8-K

                (a)       The  exhibits  filed or  incorporated  by reference as
                          part of this Quarterly  Report on Form 10-Q are listed
                          in the attached Index of Exhibits.

                (b)       The Company  filed a Current  Report on Form 8-K dated
                          June 1, 1999, which reported under "Item 3. Bankruptcy
                          or Receivership that the Company has sought protection
                          pursuant  to  the  provisions  of  Chapter  11 of  the
                          Federal Bankruptcy Code.

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.

                                                 ELECTRO-CATHETER CORPORATION

                                                 /s/Ervin Schoenblum
                                                 ---------------------
Date August 5, 1999                              Ervin Schoenblum
------------------                               Acting President and
                                                 Chief Operating Officer

                                                 /s/Joseph P. Macaluso
                                                 ---------------------
Date August 5, 1999                              Joseph P. Macaluso
-------------------                              Chief Financial Officer





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<PAGE>



INDEX TO EXHIBITS


27     -  Financial  data  schedule  which is  submitted  electronically  to the
          Securities and  Exchange Commission for information  only  and  is not
          filed.





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<PAGE>