SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB


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


          For the Quarterly Period Ended          Commission File Number
               APRIL  30, 2000                           0-9922
               ---------------                           ------


                             EQUIDYNE CORPORATION
                         -----------------------------
       (Exact Name of Small Business Issuer as Specified in its Charter)


               DELAWARE                               04-2608713
              ----------                             ------------
     (State or Other Jurisdiction                 (IRS Employer ID No.)
     of Incorporation or Organization)



            238 Littleton Road, Westford, Massachusetts 01886
                -------------------------------------------------
          (Address and Zip Code of Principal Executive Offices)


          Issuer's telephone number, including area code: 978-692-6680
                                                          ------------
   Securities registered pursuant to Section 12(b) of the Exchange Act: NONE
                                                                       ------
      Securities registered pursuant to Section 12(g) of the Exchange Act:

                     COMMON STOCK, PAR VALUE $.10 PER SHARE
                    ----------------------------------------
                                (Title of Class)


Indicate by check mark whether the Issuer (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Exchange  Act during the past 12 months,
and (2) has been subject to such filing requirements for the past 90 days.
YES  X  NO
   ----   ----

As of June 9, 2000,  there were  outstanding 17,107,185  shares of the Issuer's
Common Stock, $.10 par value.



<PAGE>

                              EQUIDYNE CORPORATION

                                     Index
                                     -----
                                                                  Page
                                                                  ----
PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

Consolidated Balance Sheets, April 30, 2000 and
July 31, 1999  . . . . . . . . . . . . . . . . . . . . . . . . . .  3

Consolidated Statements of Operations for the Three and
Nine Months Ended April 30, 2000 and April 30, 1999. . . . . . . .  4

Consolidated Statements of Cash Flows for the Nine
Months Ended April 30, 2000 and April 30, 1999 . . . . . . . . . .  5

Notes to Consolidated Financial Statements  . .  . . . . . . . . .  6

Item 2.   Management's Discussion and Analysis or Plan
of Operation   . . . . . . . . . . . . . . . . . . . . . . . . . . 11

PART II - OTHER INFORMATION

Item 2.   Changes in Securities  . . . . . . . . . . . . . . . . . 13

Item 6.   Exhibits and Reports on Form 8-K   . . . . . . . . . . . 13

SIGNATURES   . . . . . . . . . . . . . . . . . . . . . . . . . . . 14



























                                      -2-
<PAGE>



PART I  -  FINANCIAL INFORMATION
Item 1.  CONSOLIDATED FINANCIAL STATEMENTS

                    EQUIDYNE CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                                     April 30,   JULY 31,
                                                       2000       1999
                                                   ----------- -----------
                                                   (Unaudited)
     ASSETS                                              (Thousands)
     Current Assets:
     Cash and cash equivalents . . . . . . .           $8,868       $  210
     Accounts receivable . . . . . . . . . .               23          897
     Inventories . . . . . . . . . . . . . .               90        1,480
     Deferred income taxes . . . . . . . . .              162           -
     Prepaid and other current assets  . . .              112          196
                                                      -------      -------
       Total current assets  . . . . . . . .            9,255        2,783

     Property and equipment  . . . . . . . .            1,001          745
     Accumulated depreciation  . . . . . . .             (218)        (115)
                                                      -------      -------
                                                          783          630
     Deposits on tooling and machinery. . .               899           -
     Goodwill . . . . . . . . . . . . . . .               694          715
     Patents  . . . . . . . . . . . . . . .             1,962        2,897
     Investment in affiliate. . . . . . . .             8,487           -
     Deferred income taxes, net of current.               940           -
     Other  . . . . . . . . . . . . . . . .               134          216
                                                      -------      -------
                                                      $23,154      $ 7,241
                                                      =======      =======
     LIABILITIES AND STOCKHOLDERS' EQUITY
     Current Liabilities:
     Bank debt . . . . . . . . . . . . . . .           $   -        $1,073
     Accounts payable  . . . . . . . . . . .              784        1,784
     Accrued liabilities . . . . . . . . . .              744          815
     Dividends payable . . . . . . . . . . .               -           373
                                                      -------      -------
       Total current liabilities . . . . . .            1,528        4,045

     Minority interest in consolidated subsidiary          -           440

     Stockholders' equity:
     Preferred Stock, $.01 par value;
     Authorized -  1,000,000 shares;
      Series A Convertible Preferred- Outstanding -
      None at April 30, 2000 and 2,400 at July 31, 1999    -         1,909
      Series B Convertible Preferred- Outstanding -
      None at April 30, 2000 and 1,170 at July 31, 1999    -           982
     Common stock, $.10 par value;
      Authorized - 35,000,000 shares;
      Outstanding -17,107,185 shares at April
      30, 2000 and 9,637,621 at July 31, 1999           1,711          963
     Additional paid-in capital  . . . . . .           28,328       14,837
     Retained deficit  . . . . . . . . . . .           (8,261)     (15,541)
     Accumulated other comprehensive loss. .               -          (200)
                                                      -------      -------
                                                       21,778        2,950
     Deferred compensation . . . . . . . . .             (152)        (194)
                                                      -------      -------
          Total stockholders' equity . . . .           21,626        2,756
                                                      -------      -------
                                                      $23,154      $ 7,241
                                                      =======      =======
                            See accompanying notes.
                                      -3-
<PAGE>
                     EQUIDYNE CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

                                THREE MONTHS ENDED        NINE MONTHS ENDED
                                -------------------      --------------------
                                APRIL 30, APRIL 30,      APRIL 30,  APRIL 30,
                                 2000      1999           2000        1999
                               --------   --------       --------   --------
                                   (Thousands, except per share amounts)

    Net sales . . . . . . . . . $   -      $1,756        $  802       $6,132
    Cost of goods sold. . . . .     -       1,343           502        4,024
                                ------     ------        ------       ------
    Gross profit. . . . . . . .     -         413           300        2,108

    Selling, general and
     administrative . . . . . .  3,248      1,765         5,624        5,616
    Research and development. .    315         78           676          283
    Write-down of goodwill. . .     -       3,196            -         3,196
                                ------     ------        ------       ------
     Total operating expenses .  3,563      5,039         6,300        9,095
                                ------     ------        ------       ------

    Operating loss. . . . . . . (3,563)    (4,626)       (6,000)      (6,987)

    Other income (expenses):
     Loss on sale of
      audiometrics assets . . .     -         (98)           -           (98)
     Gain on sale of affiliate
      capital stock . . . . . . 10,819         -         12,684           -
     Equity in losses
      of affiliate. . . . . . .   (150)        -           (409)          -
     Minority interest in
      affiliate . . . . . . . .     -          -            113           -
     Interest, net  . . . . . .     69       (114)           90         (197)
     Other  . . . . . . . . . .     31        (95)           21         (293)
                                 ------     ------       -------       ------
                                10,769       (307)       12,499         (588)
                                 ------     ------      --------       ------
    Income (loss) before
     income tax benefit          7,206     (4,933)        6,499       (7,575)
    Income tax benefit . . . .    (781)         -          (781)           -
                                 ------    -------       -------      -------
    Net income (loss). . . . . $ 7,987    $(4,933)       $7,280      $(7,575)
                                =======    =======       =======      =======

    Net income (loss)
     attributable to
     common stockholders* . . .$ 7,987    $(5,001)       $7,262      $(7,898)
                                =======    =======       =======      =======
    Income (loss) per common and
     common equivalent share:
           Basic                $  .49     $ (.64)       $  .54       $(1.07)
                                 ======      ======        ======      ======
           Diluted              $  .47     $ (.64)       $  .47       $(1.07)
                                 ======      ======        ======      ======

                            See accompanying notes.

 *    The three and nine months ended April 30, 2000 includes the impact of $-0-
 and $141,000, respectively, of dividends on Preferred Stock.  The three and
nine months ended April 30, 2000 also includes the impact of $-0- and $123,000,
respectively, of preferred stock redemption discounts. The three and nine months
ended April 30,1999 includes the impact of $68,000 and $323,000, respectively,
of dividends on Preferred Stock. All of the remaining outstanding Preferred
Stock was redeemed/converted during the second quarter of the fiscal year ending
 July 31, 2000.

                                      -4-

<PAGE>
                     EQUIDYNE CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                                        NINE MONTHS ENDED
                                                        -----------------
                                                        APRIL 30,    APRIL 30,
                                                          2000         1999
                                                        ---------   ----------
                                                             (Thousands)
          OPERATING ACTIVITIES:
          Net income (loss)                             $  7,280     $(7,575)
          Adjustments to reconcile net income (loss)
            to net cash used in operating activities:
            Depreciation and amortization                    375         435
            Loss on disposal of fixed assets                  47          -
            Deferred compensation amortization               517         964
            Deferred income taxes                         (1,102)         -
            Stock compensation                             1,003          -
            Equity in loss of unconsolidated affiliate       409          -
            Minority interest in affiliate                  (113)         -
            Gain on sale of affiliate capital stock      (12,684)         -
            Loss on sale of audiometrics assets               -           98
            Write-down of goodwill                            -        3,196
            Changes in operating assets and liabilities:
             Accounts receivable                             105        (381)
             Inventories,prepaid and other current assets   (126)       (209)
             Accounts payable and accrued liabilities       (601)        694
                                                          -------      -------
          Net cash used in operating activities           (4,890)     (2,778)

          INVESTING ACTIVITIES:
          Purchase of property and equipment, net           (962)       (246)
          Deposits on tooling and machinery                 (899)         -
          Proceeds from sale of affiliate stock           14,305          -
          Proceeds from sale of audiometrics assets           -          625
                                                          -------      -------
          Net cash provided by investing activities       12,444         379

          FINANCING ACTIVITIES:

          Payments on redemption of preferred stock       (2,010)         -
          Net proceeds (payments) on debt and
           bank line of credit                            (1,249)        157
          Issuance of capital stock by
           unconsolidated affiliate                        1,635          -
          Net proceeds from related party debt                -          231
          Dividends paid                                      -          (15)
          Issuance of common stock, net                    2,422         485
          Issuance of preferred stock, net                    -        1,498
          Proceeds from exercise of stock options
            and warrants                                     505          22
                                                           ------      ------
          Net cash provided by financing activities        1,303       2,378
                                                           ------      ------
          Effect of exchange rate changes on
            cash and cash equivalents                        (12)         16
            Decrease in cash due to change in method of
            accounting from consolidation to equity method  (187)         -
                                                           ------       ------
          Increase (decrease)in cash and cash equivalents  8,658          (5)
          Cash and cash equivalents, beginning of period     210         396
                                                          -------      -------
          Cash and cash equivalents, end of period        $8,868       $ 391
                                                          =======      =======

          NON-CASH ACTIVITIES:
          Common stock issued for services                $   300     $  188
                                                          =======      =======
          Common stock issued in connection with
            employment agreements                         $ 1,003     $    -
                                                          =======      =======
          Common stock issued under cashless
            conversion provision of options/warrants      $   187     $   59
                                                          =======      =======
          Common stock issued upon conversions and
             redemptions of convertible preferred
             stock                                        $   808     $  135
                                                          =======      =======
          Short-term debt issued in connection with
            Preferred stock redemptions                   $   700     $   -
                                                          =======      =======

                            See accompanying notes.

                                      -5-
<PAGE>


                     EQUIDYNE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 APRIL 30, 2000
                                  (Unaudited)


1.   BASIS OF PRESENTATION

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.

     Operating results for the three and nine month periods ended April 30, 2000
are not necessarily  indicative of the results that may be expected for the year
ending July 31, 2000. For further information, refer to the financial statements
and footnotes thereto included in the Company's annual report on Form 10-KSB for
the year ended July 31, 1999.

Foreign Currency Translation

     Effective  November 1, 1999,  the Company  changed its method of accounting
for its  foreign  affiliate,  Rosch AG  Medizintechnik  ("Rosch  AG"),  from the
consolidated  basis to the equity  method due to the  decrease in the  Company's
ownership  percentage  (see Note 3).  Through  October  31,  1999,  the  foreign
affiliate was accounted for on the  consolidated  basis,  and  accordingly,  its
financial  statements  were  translated  into U.S.  dollars in  accordance  with
Statement of Financial  Standards  No. 52,  Foreign  Currency  Translation.  All
balance sheet amounts were translated  using the exchange rates in effect at the
balance  sheet date.  Statement  of  Operations  amounts were  translated  using
average  exchange  rates.  The gains and losses  resulting  from the  changes in
exchange rates from the date of acquisition of Rosch AG to October 31, 1999 were
reported  separately  as  a  component  of  stockholders   equity.  For  periods
subsequent  to  October  31,  1999,  in  accordance  with the  equity  method of
accounting,  the Company reports its percentage share of the foreign affiliate's
results of  operations as a separate  component in its statement of  operations.
This  amount is  determined  by  translating  the results of  operations  of the
foreign  affiliate to U.S.  dollars using average exchange rates for the period.
The aggregate transaction gains and losses are insignificant.

Comprehensive Income (Loss)

     Effective  August 1, 1998,  the  Company  adopted  Statement  of  Financial
Accounting Standard No. 130, Reporting Comprehensive Income (SFAS 130). SFAS 130
establishes new rules for the reporting and display of  comprehensive  income or
loss and its components,  however,  the adoption of this statement had no impact
on the Company's net income or shareholders'  equity. For the three months ended
April 30, 2000, there were no items of other comprehensive  income. For the nine
months  ended April 30, 2000,  the  Company's  only item of other  comprehensive
income  was  the  foreign   currency   translation   adjustment   recognized  in
consolidation of its partially-owned German affiliate,  Rosch AG. This affiliate
ceased to be  consolidated  effective  November  1, 1999 (see Note 3).  SFAS 130
requires such adjustments,  which prior to adoption were reported  separately in
shareholders'  equity, to be included in other comprehensive  income. Prior year
financial  statements have been  reclassified to conform to the  requirements of
SFAS 130.

     The foreign currency  translation  adjustment and comprehensive  income for
the three months ended April 30, 2000 was $0 and $7,987,000,  respectively.  The
foreign currency  translation  adjustment and comprehensive  income for the nine
months ended April 30, 2000 was $(40,000) and $7,280,000, respectively.









                                      -6-
<PAGE>

2. DEBT

     The Company's method of accounting for its German  affiliate,  Rosch AG was
changed from  consolidation to the equity method effective November 1, 1999 (see
Note  3).  As a  result,  the  debt of Rosch  AG is no  longer  included  in the
consolidated balance sheet of Equidyne Corporation and Subsidiaries.

     In November 1999, in connection with the redemption of the Company's Series
A Preferred Stock,  the Company issued a Promissory Note and Security  Agreement
(the "Secured Note") in the principal amount of $1,050,000. The Secured Note was
non-interest bearing and secured by certain intellectual  property rights of the
Company.  The  Secured  Note was due in full on the earlier to occur of (i) five
business days of the closing date of the initial  public  offering in Germany of
Rosch AG or (ii) April 30,  2000.  The  initial  public  offering  took place on
February  24, 2000 (see Note 3), thus the Secured  Note  matured on February 29,
2000. The terms of the Secured Note provided that the principal  amount would be
reduced to  $700,000 if the average  closing bid price of the  Company's  Common
Stock for the five trading days prior to maturity  exceeded $3.00 per share.  As
this  provision  was met,  the  balance  of the  Secured  Note was  adjusted  to
$700,000. The Secured Note was paid in full on March 7, 2000.

3. INVESTMENT IN AFFILIATE

     On February 24, 2000, Rosch AG completed an Initial Public Offering ("IPO")
of its shares on the Neuer Market,  a segment of the Frankfurt  (Germany)  Stock
Exchange.  Rosch AG sold 1,263,950 newly issued shares in the IPO, which,  along
with the Company's sale of certain of its shares of Rosch AG in the IPO, reduced
the Company's  ownership of Rosch AG to 26.43%. The Company received proceeds of
approximately  $11.1 million from the sale of its shares,  and has  recognized a
pre-tax gain of approximately $10.8 million.

     Effective  November 1, 1999,  the Company  accounts for its  investment  in
Rosch AG under the  equity  method of  accounting.  Under the  equity  method of
accounting,  the Company's  percentage share of Rosch AG's operating results are
reported as a single line item in its Statement of Operations. For the three and
nine months ended April 30, 2000,  the Company's  share of the net loss of Rosch
AG was approximately $150,000 and $409,000, respectively.

     For the three months ended October 31, 1999, the Company  consolidated  the
operating results of Rosch AG and recognized the minority stockholders' share of
Rosch AG's net losses of approximately $113,000.

     The following is summarized unaudited financial  information of Rosch AG as
of and for the three months ended April 30,  2000:
                          (000's)
     Gross sales         $ 1,022
     Cost of goods  sold     523
     Net  income  (loss)    (567)
     Total  assets        33,750
     Total liabilities     1,638

     At April 30, 2000,  the quoted market value of the Company's  investment in
Rosch AG was approximately $79 million.  The valuation represents a mathematical
calculation based on a closing quotation  published by the Neuer Market and Euro
to U.S. Dollar  conversion  rates at that date. The valuation is not necessarily
indicative  of the amount that could be  realized  upon sale.  Furthermore,  the
Company is  prohibited  from selling any its shares of Rosch AG until August 24,
2000,  under the terms of an agreement  between the Frankfurt Stock Exchange and
the Company.

4. INCOME TAXES

     The  Company's  deferred  tax  assets  (which  result  primarily  from  net
operating  loss  carryforwards)  as of April  30,  2000 and July 31,  1999  were
$6,956,000  and  $4,095,000,  respectively.  SFAS No. 109  requires a  valuation
allowance against deferred tax assets if it is more likely than not that some or
all of the  deferred  tax  assets  will not be  realized.  As of July 31,  1999,
uncertainty  existed about the realization of the Company's deferred tax assets,
and a valuation allowance of $4,095,000 was recognized.
                                      -7-
<PAGE>

     SFAS No. 109 sets forth several  possible  sources of future taxable income
to be used to evaluate the likelihood of realization of deferred tax assets. One
such source is the availability of tax planning strategies that could be used to
accelerate  future  taxable income in order to utilize  expiring  carryforwards.
Management believes that sufficient tax planning strategies,  as defined by SFAS
No. 109,  are  available  such that it is more likely than not that a portion of
the deferred tax assets will be realized, and therefore, the valuation allowance
against deferred tax assets has been adjusted to $5,854,000, thereby recognizing
approximately $1.1 million of net deferred tax assets at April 30, 2000.

     As of April 30,  2000,  the Company has net  operating  loss  carryforwards
available   totaling   approximately   $17.5  million,   after   utilization  of
approximately  $6.2 million for the three  months  ended April 30,  2000.  These
carryforwards  expire  from  2004  through  2020,  and  are  subject  to  annual
limitations under Internal Revenue Code Section 382. Based upon an evaluation of
these  limitations,  the Company  expects to offset all of its  Federal  taxable
income for the fiscal year ending July 31, 2000 by utilizing  its net  operating
loss carryforwards.  However, the Company will be subject to alternative minimum
tax, and has recognized a current  provision for Federal income taxes based upon
estimated alternative minimum taxable income for its fiscal year ending July 31,
2000. In addition,  due to limitations on net operating loss carryforward  usage
imposed by certain states,  a current  provision for State income taxes has also
been  recognized  based  upon  estimated  taxable  income  for State  income tax
purposes.

Significant components of the Company's deferred tax assets are as follows:

                                               April 30, 2000  July 31, 1999
                                               --------------  -------------
Deferred tax assets:
Net operating loss carryforwards                $6,696,000       $3,582,000
Accrued expenses                                    30,000           83,000
Inventory                                          115,000          139,000
Other                                               15,000           10,000
Deferred compensation                                 -             281,000
Alternative minimum tax credit carryforward        100,000             -
                                               --------------  -------------
      Total deferred tax assets                  6,956,000        4,095,000
Valuation allowance for deferred tax assets     (5,854,000)      (4,095,000)
                                               --------------  -------------

Net deferred tax assets                         $1,102,000       $    -
                                               ==============  =============

     Following is a summary of the tax provision  (benefit)  recognized  for the
three and nine months ended April 30, 2000:

                    Current         Deferred
                   --------        ----------
   Federal         $100,000       $(1,066,000)
   State            221,000           (36,000)
                   --------        ----------
   Total           $321,000       $(1,102,000)
                   ========        ==========

     For the three and nine months ended April 30, 1999,  the net  provision for
Federal and State income taxes was $-0-, due to the Company's net losses for the
periods, and the valuation allowance recognized against the deferred tax assets,
as described above.

     A reconciliation of income taxes computed at the federal statutory rates to
income tax expense for the nine months ended April 30, 2000 is as follows:

                                           Amount      Percent
                                           --------     -------
   Benefit at Federal Statutory Rates     $2,210,000     34.0%

   State Income Taxes, net of
     Federal Benefit                         122,000      1.9

   Change in Valuation Reserve            (3,146,000)   (48.4)
   Other                                      33,000       .5
                                           ---------    -------

   Total                                   $(781,000)   (12.0)%
                                           =========    =======
                                      -8-
<PAGE>

5. EQUITY

     During the three  months  ended April 30,  2000,  the  Company  closed on a
private  placement  of 62,500  shares of Common Stock with six  investors  for a
total of $250,000.

     Effective  February 17, 2000,  the Company  issued 150,000 shares of Common
Stock to two  executives  pursuant to the terms of their  respective  employment
agreements.  The common  stock was valued at its quoted fair market value at the
close of business on February  17,  2000,  or $6.69 per share,  resulting in the
recognition of compensation expense of $1,003,000.

     In addition,  during the three  months  ended April 30,  2000,  the Company
issued  2,051,405 shares of Common Stock pursuant to the exercise of outstanding
stock options and warrants.

6. EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share:

                                      THREE MONTHS ENDED     NINE MONTHS ENDED
                                      ------------------     -----------------
                                      APRIL 30,  APRIL 30,  APRIL 30,  APRIL 30,
                                        2000       1999       2000        1999
                                      ---------  ---------  ---------  ---------
                                          (Thousands, except per share amounts)

Numerator:
   Net income (loss)................. $ 7,987    $ (4,933)    $ 7,280   $(7,575)
   Preferred stock redemption premium      -           -          123        -
   Preferred stock dividends.........      -          (68)       (141)     (323)
                                       --------    --------   --------   -------
   Numerator for basic earnings per
    share-income available to common
    stockholders....................  $ 7,987    $ (5,001)    $ 7,262   $(7,898)

   Effect of dilutive securities:
    Preferred stock redemption premium     -           -         (123)        -
    Preferred stock dividends.......       -           -          141         -
                                      --------     --------   --------    ------
                                           -           -           18         -
                                      --------     --------   --------    ------
 Numerator for diluted earnings
     per share-income available
     to common shareholders after
     assumed conversions.........    $ 7,987     $ (5,001)    $ 7,280   $(7,898)
                                     =======      ========    =======   ========

Denominator:
   Denominator for basic earnings per
    share-weighted average share   16,305,338   7,806,813  13,359,543  7,413,750

   Effect of dilutive securities:
      Stock options.................  352,185       -         384,690         -
      Warrants......................  499,857       -         178,328         -
      Convertible preferred stock...     -          -       1,513,942         -
                                     --------    --------    --------   --------
   Dilutive potential common shares   852,042       -       2,076,960         -
                                     --------    --------    --------   --------
   Denominator for diluted earnings
    per share-adjusted weighted-
    average shares and assumed
    conversions                    17,157,380   7,806,813 15,436,503   7,412,750
                                   ==========    ========  ==========   ========
Basic earnings (loss) per share      $   0.49    $ (0.64)    $ 0.54     $ (1.07)
                                     ========    ========   ========    ========
Diluted earnings (loss) per share    $   0.47    $ (0.64)    $ 0.47     $ (1.07)
                                     ========    ========   ========    ========

     Dilutive  securities  were  not  included  in the  calculation  of  diluted
weighted  average shares for the three and nine months ended April 30, 1999, due
to their anti-dilutive effect.

     For additional disclosure regarding the stock options and the warrants, see
Note 5.

     Options to purchase  235,000  shares of common stock at prices ranging from
$5.94 to $7.00  per  share  were  outstanding  at  April  30,  2000 but were not
included in the  computation of diluted  earnings per share because the options'
exercise  prices were greater than the average market price of the common shares
and, therefore, the effect would be anti-dilutive.
                                      -9-
<PAGE>

7. COMMITMENTS

     Effective February 15, 2000, Equidyne Systems, Inc. relocated its principal
offices within San Diego, California,  terminating its month-to-month lease, and
entering  into a new  36-month  lease.  The new lease  provides for monthly rent
beginning  at $6,282 and  increasing  annually to $8,077 and $8,301 per month in
years two and three,  respectively.  In addition,  in December 1999, the Company
entered into a lease amendment for its Aliso Viejo, California facility,  adding
new space within the same office complex. The amended lease has a 39 month term,
expiring February 2003, and provides for monthly rent of $6,528 through February
2001.  Monthly  rent for the  subsequent  two  twelve-month  periods is fixed at
$6,854 and $7,197, respectively.

     In January  2000,  the Company  relocated  from its Amherst,  New Hampshire
offices to Westford, Massachusetts, entering into a three year lease at the rate
of $2,606 per month.

     In May 2000, the Company  entered into an amendment to its San Diego office
lease for  additional  space  adjacent  to its San Diego  office  facility.  The
amended  lease will commence upon  completion of  improvements  for a term of 36
months.  The monthly rent for the additional space is $4,832 for the first year,
and increasing to $5,025 and $5,227 for years two and three, respectively.























                                      -10-
<PAGE>

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     This Report contains or refers to forward-looking information made pursuant
to the "safe harbor" provisions of the Private Securities  Litigation Reform Act
of 1995. That  information  covers future  revenues,  products and income and is
based upon  current  expectations  that  involve a number of business  risks and
uncertainties.  Among the  factors  that could  cause  actual  results to differ
materially  from those  expressed  or implied in any  forward-looking  statement
include,  but are not  limited to,  technological  innovations  of  competitors,
delays  in  product  introductions,   changes  in  health  care  regulation  and
reimbursements,  changes in foreign economic conditions or currency translation,
product  acceptance  or  changes  in  government  regulation  of  the  Company's
products,  as well as other factors  discussed in other  Securities and Exchange
Commission filings for the Company.


OVERVIEW

     The success of the IPO of Rosch AG in February  2000  provided  the Company
with an infusion of working capital that has allowed the Company to aggressively
pursue its goal of a full-scale  market  introduction of the INJEX(tm) System to
the  U.S.   market  in  July  2000.   The  INJEX(tm)   System  is  a  hand-held,
spring-powered  device that injects drugs from a needle-free syringe through the
skin as a narrow,  high-pressure  stream of  liquid.  The  INJEX(tm)  System has
received U.S. FDA 510(k) clearance to market the system in the U.S.

     During the quarter ended April 30, 2000,  the Company has made  significant
investments in the automated,  low-cost production systems capable of fulfilling
the anticipated demand for the product. The Company has also added key operating
and sales executives,  hired nearly all of its 50-person  dedicated sales force,
and has forged  alliances  with  outside  firms for  assistance  in the areas of
public  relations  and diabetes  education.  In  addition,  the Company has made
significant investments in its marketing materials, including product literature
and a new logo.  These  achievements  have put the Company in position to launch
the INJEX(tm)  System as planned this July.  However,  there can be no assurance
that the Company  will be able to  successfully  manufacture,  market,  sell and
deliver  the  INJEX(tm)  System,  as it has yet to be  introduced  into the U.S.
market, and has not yet been commercially accepted.


RESULTS OF OPERATIONS

     Net sales for the three and nine month  periods  ended  April 30, 2000 were
$-0- and $802,000,  respectively,  compared to $1,756,000 and $6,132,000 for the
three and nine month periods ended April 30, 1999,  respectively.  Cost of sales
for the  three  and nine  month  periods  ended  April  30,  2000  were $-0- and
$502,000, respectively,  compared to $1,343,000 and $4,024,000 for the three and
nine month periods ended April 30, 1999, respectively. The decrease in net sales
and cost of sales is attributable to three major factors: (1) the Company's sale
of its  audiometrics  business  assets in April 1999  resulted  in a decrease in
sales of  approximately  $31,000  and  $618,000  for the  three  and nine  month
periods,  respectively, as compared to the same period in the prior fiscal year;
(2) The cessation of the  operations of the Company's  wholly-owned  subsidiary,
Dynamic  Dental  Systems  (DDS),  resulted in net sales of DDS for the three and
nine  months  ended  April 30,  2000  decreasing  by  $254,000  and  $1,078,000,
respectively;  and (3) The Company's change from the consolidation  basis to the
equity method of accounting for its German  affiliate,  Rosch AG,  resulted in a
change in the method of reporting  the  operations  of Rosch AG in the Company's
Consolidated Statements of Operations.  Under the consolidation basis, the Rosch
AG Statement of Operations is  consolidated  with the Statement of Operations of
the Company.  Under the equity method of accounting,  the Company's Statement of
Operations  only  reflects  its share of the net income or loss of Rosch AG as a
separate  component of the Company's  Statement of Operations.  As a result, the
Statements of  Operations  for the three and nine months ended April 30, 2000 do
not include the net sales and cost of sales of Rosch AG,  whereas the Statements
of  Operations  for the three and nine months ended April 30, 1999 include Rosch
AG net sales of $1,306,000 and $3,959,000, respectively.






                                      -11-
<PAGE>

     Selling,  general and administrative  expenses for the three and nine month
periods  ended  April 30, 2000 were  $3,248,000  and  $5,624,000,  respectively,
compared to $1,765,000 and $5,616,000,  respectively,  for the comparable  prior
year  periods.  The  increase  for the three  months ended April 30, 2000 is due
primarily  to the  recognition  of  approximately  $1 million  for  compensation
associated  with  common  stock  issued  to two  executives  of the  Company  in
accordance  with the  terms of their  respective  employment  agreements.  Other
increases  resulted  from an  increased  number of  employees  at the  Company's
wholly-owned  subsidiary,   Equidyne  Systems,  Inc.  ("ESI"),  recruiting  fees
associated  with the hiring of 50 new ESI sales  representatives,  and increased
market research activity. The increase for the quarter and decrease for the nine
month period ended April 30, 2000 reflects the impact of the  Company's  sale of
its audiometrics business assets in April 1999, and cost savings associated with
ceasing the operations of DDS. The change in accounting  method  described above
resulted in a reduction  in the  selling,  general  and  administrative  expense
reported in the  consolidated  Statement  of  Operations  for the three and nine
month periods of $560,000 and $1,616,000, respectively. Also contributing to the
change was a reduction for the three and nine month periods ended April 30, 2000
of approximately $295,000 and $964,000, respectively of amortization expense due
primarily  to  deferred   compensation   recognized  in   connection   with  the
acquisitions of DDS and ESI. These expenses  became fully  amortized  during the
fiscal year ended July 31, 1999.

     Research and development expenses for the three and nine months ended April
30,  2000 were  $315,000  and  $676,000,  respectively,  compared to $78,000 and
$283,000,  respectively,  for the  comparable  prior year periods.  The increase
reflects the  availability of working capital at the Company,  and  management's
decision to allocate a greater  portion of the Company's  resources  towards the
development of new products and improved product features.

     Net income for the three and nine month  periods  ended  April 30, 2000 was
$7,987,000  and   $7,280,000,   respectively,   compared  to  a  net  (loss)  of
$(4,933,000) and $(7,575,000),  respectively,  for the same periods in the prior
fiscal year.  The change is primarily the result of the gains  recognized on the
partial sales of the Company's ownership in Rosch AG, which were $10,819,000 and
$12,684,000  for the three and nine months ended April 30,  2000,  respectively.
The sale of the  audiometrics  business  assets in April  1999 and  ceasing  the
operations  of DDS also caused  reductions  to the  Company's net losses for the
periods,  as both operations  incurred  significant  losses during the three and
nine months  ended April 30,  1999.  The net income for the three and nine month
periods ended April 30, 2000 were further  increased by the recognition of a net
income  tax  benefit  of  $781,000  relating  primarily  to a  reduction  in the
Company's  valuation allowance against a portion of its deferred tax assets. The
increase  in net income for the three and nine  months  ended April 30, 2000 was
also offset by increased costs (described  above)incurred in connection with ESI
and its preparation  for full-scale  U.S.  market  introduction of the INJEX(tm)
System.

LIQUIDITY AND CAPITAL RESOURCES

     Working capital  (deficit) of the Company at April 30, 2000 was $7,727,000,
compared to  $(1,262,000)  at July 31, 1999.  The increase of  approximately  $9
million  primarily  resulted from the proceeds from the sale of a portion of the
Company's ownership in Rosch AG of approximately $11.1 million, partially offset
by the net effect of the Company's operating losses. In addition,  the change in
the  accounting  treatment  for  the  Company's  investment  in  Rosch  AG  from
consolidation to equity method had the impact of removing the working capital of
Rosch AG from the consolidated balance sheet of the Company.  Rosch AG's working
capital at July 31, 1999 was approximately $400,000.

     The Company has significantly  improved its working capital  position,  and
currently has sufficient working capital to sustain the Company through the next
twelve months.  Of the proceeds from the IPO described above,  $700,000 was used
to pay-off the Company's  $700,000 note payable  outstanding at January 31, 2000
(see Note 2). The balance of the proceeds are being used to fund the acquisition
of the high-volume,  fully-automated production tools that are necessary to fill
the  anticipated  demand for the INJEX(tm)  System.  In addition,  the funds are
being  used to build the  infrastructure  necessary  to  support  the  business,
including the hiring of a full-time  dedicated  sales force, a customer  support
team, and various other personnel requirements. The proceeds are also being used
to implement strategic marketing initiatives, continued research and development
initiatives, and general corporate purposes.


                                      -12-
<PAGE>

PART II. - OTHER INFORMATION

Item 2.   CHANGES IN SECURITIES

     During the three months ended April 30, 2000,  the Company closed a private
placement of 62,500 shares of Common Stock with six "accredited  investors",  as
such term is defined in  Regulation D under the  Securities  Act, for a total of
$250,000.

     In addition,  the Company issued  2,051,405 shares of Common Stock pursuant
to the exercise of  outstanding  stock options and warrants,  and issued 150,000
shares  of  Common  Stock  to two  executives  pursuant  to the  terms  of their
respective employment agreements.

     The  issuance  of these  shares was claimed  exempt  from the  registration
requirements  of the  Securities  Act of 1933, as amended,  by reason of Section
4(2) thereof.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

     There were no reports on Form 8-K filed during the  quarterly  period ended
April 30, 2000.

     Exhibits:

     10.1 - Amended and Restated  Employment  Agreement dated January 1, 2000 by
            and between the registrant and Thomas A. Slamecka

     10.2 - Amended and Restated  Employment  Agreement dated January 1, 2000 by
            and between the registrant and Michael T. Pieniazek

     27.    Financial Data Schedule

















                                      -13-
<PAGE>


                                   SIGNATURES
                                   ----------

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

                          EQUIDYNE CORPORATION



          Dated:  June 13, 2000            /s/ J. Randall Nelson
                                               --------------------
                                               J. Randall Nelson
                                               Chief Executive Officer


          Dated:  June 13, 2000            /s/ Michael T. Pieniazek
                                               ---------------------
                                               Michael T. Pieniazek
                                               Chief Financial Officer







































                                      -14-
<PAGE>


                                 EXHIBIT INDEX


Exhibit             Description
-------             -----------

10.1                Amended and Restated Employment Agreement dated January
                    1, 2000 by and between the registrant and Thomas A. Slamecka

10.2                Amended and Restated Employment  Agreement date January
                    1,  2000  by and  between  the  registrant  and  Michael  T.
                    Pieniazek

27                 Financial Data Schedule