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
                   JANUARY 31, 2000                  0-9922
                   ----------------                  ------


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


                 DELAWARE                              04-2608713
                 --------                              ----------
      (State or Other Jurisdiction of             (IRS Employer ID No.)
       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 March 20, 2000,  there were  outstanding 16,823,911 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, January 31, 2000 and
July 31, 1999 . . . . . . . . . . . . . . . . . . . . . . . .3

Consolidated Statements of Operations for the Three and
Six Months Ended January 31, 2000 and January 31, 1999 . . . 4

Consolidated Statements of Cash Flows for the Six
Months Ended January 31, 2000 and January 31, 1999 . . . . . 5

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

Item 2. Management's Discussion and Analysis or Plan
of Operation . . . . . . . . . . . . . . . . . . . . . . . . 8

PART II - OTHER INFORMATION

Item 2. Changes in Securities . . . . . . . . . . . . . . . 10

Item 4. Submission of Matters to a Vote of Security Holders 10

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . .11

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . .12



























                                       -2-


<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

                      EQUIDYNE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                   JANUARY 31,   JULY 31,
                                                       2000       1999
                                                   ----------- -----------
                                                   (Unaudited)
          ASSETS                                         (Thousands)
          Current Assets:
          Cash and cash equivalents . . . . . . .      $  893       $  210
          Accounts receivable . . . . . . . . . .          30          897
          Inventories . . . . . . . . . . . . . .         117        1,480
          Prepaid and other current assets  . . .          65          196
                                                      -------      -------
            Total current assets  . . . . . . . .       1,105        2,783

          Property and equipment  . . . . . . . .         868          745
          Accumulated depreciation  . . . . . . .        (186)        (115)
                                                      -------      -------
                                                          682          630
          Goodwill . . . . . . . . . . . . . . .          701          715
          Patents  . . . . . . . . . . . . . . .        2,027        2,897
          Investment in affiliate. . . . . . . .        2,451           -
          Other  . . . . . . . . . . . . . . . .           14          216
                                                      -------      -------
                                                      $ 6,980       $7,241
                                                      =======      =======
          LIABILITIES AND STOCKHOLDERS' EQUITY
          Current Liabilities:
          Bank debt . . . . . . . . . . . . . . .      $   -        $1,073
          Other short-term debt . . . . . . . . .         700           -
          Accounts payable  . . . . . . . . . . .         824        1,784
          Accrued liabilities . . . . . . . . . .         443          815
          Dividends payable . . . . . . . . . . .          -           373
                                                      -------      -------
            Total current liabilities . . . . . .       1,967        4,045

          Stockholders' equity:
           Preferred stock, $.01 par value;
           Authorized - 1,000,000 shares;
            Series A Convertible; Outstanding-None at
             January 31, 2000 and 2,400 at July 31, 1999   -         1,909
            Series B Convertible; Outstanding-None at
             January 31, 2000 and 1,170 at July 31, 1999   -           982
           Common stock, $.10 par value; Authorized -
            35,000,000 shares; Outstanding -14,843,280
             at January 31, 2000 and 9,637,621 at
             January 31, 1999 . . . . . . . . . .       1,484          963
          Additional paid-in capital  . . . . . .      20,033       14,837
          Retained deficit  . . . . . . . . . . .     (16,248)     (15,541)
          Accumulated other comprehensive loss. .          -          (200)
                                                      -------      -------
                                                        5,269        2,950
          Deferred compensation . . . . . . . . .        (256)        (194)
                                                      -------      -------
               Total stockholders' equity . . . .       5,013        2,756
                                                      -------      -------
                                                      $ 6,980      $ 7,241
                                                      =======      =======

                             See accompanying notes.
                                       -3-
<PAGE>

                      EQUIDYNE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                   THREE MONTHS ENDED        SIX MONTHS ENDED
                                   ------------------       ------------------
                                  JANUARY     JANUARY      JANUARY      JANUARY
                                  31, 2000    31,1999      31, 2000     31, 1999
                                  --------   --------      --------    ---------
                                     (Thousands, except per share amounts)

        Net sales . . . . . . . . . $   -      $2,290        $  802      $4,396
        Cost of goods sold. . . . .     -       1,454           502       2,673
                                    ------     ------        ------      ------
        Gross profit. . . . . . . .     -         836           300       1,723

        Selling, general and
         administrative . . . . . .  1,123      1,966         2,376       3,888
        Research and development. .    225         77           361         205
                                     ------     ------       ------      ------
         Total operating expenses .  1,348      2,043         2,737       4,093
                                     ------     ------       ------      ------

        Operating loss. . . . . . . (1,348)    (1,207)       (2,437)     (2,370)

        Other income (expenses):
         Gain on sale of affiliate
          capital stock . . . . . .  1,003         -          1,865           -
         Equity in losses of
          affiliate . . . . . . . .   (259)        -           (259)          -
         Minority interest in
          affiliate . . . . . . . .     -          -            113           -
         Interest, net  . . . . . .     33       (58)            21         (75)
         Other. . . . . . . . . . .    (16)      (91)           (10)       (197)
                                     ------     ------        ------      ------
                                       761      (149)         1,730        (272)
                                     ------    -------        ------      ------
        Net loss. . . . . . . . . . $ (587)   $(1,356)        $(707)    $(2,642)
                                     ======    =======        ======      ======

        Net loss attributable
         to common stockholders*    $ (464)   $(1,494)        $(725)    $(2,897)
                                     ======    =======        ======      ======

        Weighted average number
         of common and common
         equivalent shares
         outstanding            13,974,559   7,369,800   11,886,646    7,217,218
                                 =========   =========    =========    =========

        Net loss per share, basic
         and diluted              $ (.03)    $ (.20)        $ (.06)      $ (.40)
                                  =======    =======        =======      =======
                             See accompanying notes.

* The three and six months  ended  January 31, 2000  includes the impact of $-0-
and $141,000,  respectively,  of dividends on Preferred Stock. The three and six
months ended  January 31, 2000 also includes the impact of $123,000 of preferred
stock  redemption  discounts.  The three and six months  ended  January  31,1999
includes  the impact of $138,000  and  $255,000,  respectively,  of dividends on
Preferred Stock.


                                       -4-
<PAGE>

                      EQUIDYNE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                           SIX MONTHS ENDED
                                                           ----------------
                                                        JANUARY 31,  JANUARY 31,
                                                           2000         1999
                                                       -----------   ----------
          OPERATING ACTIVITIES:                               (Thousands)
          Net loss                                          $ (707)     $(2,642)
          Adjustments to reconcile net loss
            to net cash used in operating activities:
            Depreciation and amortization                      265          284
            Deferred compensation                              163          832
              Gain on sale of affiliate capital stock       (1,865)          -
            Equity in loss of unconsolidated affiliate         259           -
            Minority interest in affiliate                    (113)          -
            Changes in operating assets and liabilities:
              Accounts receivable                               98         (252)
              Inventories, prepaid and other current assets    (70)        (528)
              Accounts payable and accrued liabilities        (805)         969
                                                            -------      -------
          Net cash used in operating activities             (2,775)      (1,337)

          INVESTING ACTIVITIES:
          Proceeds from sale of affiliate stock              3,158           -
          Purchase of property and equipment, net             (749)        (125)
                                                            -------      -------
          Net cash provided by (used in)
           investing activities                              2,409         (125)

          FINANCING ACTIVITIES:
          Payments on redemption of preferred stock         (2,010)          -
          Net proceeds (payments)on debt and bank
           line of credit                                     (549)         650
          Issuance of capital stock by consolidated
           subsidiary                                        1,635           -
          Net proceeds from bank debt                           -           153
          Net proceeds from related party debt                  -           425
          Issuance of common stock, net                      2,172          (79)
          Proceeds from exercise of stock options               -            22
                                                             -------     -------
            Net cash provided by financing activities        1,248        1,171
                                                             -------     -------
          Effect of exchange rate changes on
           cash and cash equivalents                           (12)           2
          Decrease in cash due to change in method of
           accounting from consolidation to equity method      (187)         -
          Increase (decrease) in cash and cash equivalents     683         (289)
          Cash and cash equivalents, beginning
           of period                                           210          396
                                                            -------      -------
          Cash and cash equivalents, end of period           $ 893        $ 107
                                                            =======      =======
          NON-CASH ACTIVITIES:
          Short-term debt issued in connection
           with preferred stock redemptions                 $  700         $ -
                                                            =======      =======
          Common Stock issued in preferred
                  Stock redemptions                         $  808         $ -
                                                            =======      =======

          Common stock issued for services                  $  300         $ -
                                                            =======      =======
          Common stock issued under
           conversion provision of warrants                  $  -           $59
                                                            =======      =======
                             See accompanying notes.
                                       -5-

<PAGE>

                      EQUIDYNE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 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 six month  periods  ended  January 31,
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 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
January 31, 2000, there were no items of other comprehensive income. For the six
months ended January 31, 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 loss for the
three months ended  January 31, 2000 was $0 and  ($587,000),  respectively.  The
foreign  currency  translation  adjustment  and  comprehensive  loss for the six
months ended January 31, 2000 was $(40,000) and ($707,000), respectively.


2.   DEBT

     The Company's method of accounting for its German affiliate,  Rosch AG, was
changed from  consolidation  basis to 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.

                                       -6-
<PAGE>

     In connection with the redemption of the Company's Series A Preferred Stock
(see Note 4), 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,  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 5), 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 has been  stated at $700,000 in the
balance  sheet as of January 31, 2000 . The Secured  Note was secured by certain
intellectual  property  rights of the Company,  and was paid in full on March 7,
2000.

3.   INVESTMENT IN AFFILIATE

     Effective  November  15,  1999,  the  Company  closed an  agreement  with a
director of the Company,  whereby the director  purchased  800,000 shares of the
Company's  Common  Stock,  a  three-year  warrant  to  purchase  up  to  300,000
additional  shares of Common Stock at an exercise price of $2.00 per share and a
5% ownership interest in Rosch AG, through a subparticipation  contract with the
general manager of Rosch AG, in exchange for a payment of $2 million.  This sale
resulted in the reduction of the Company's  ownership  percentage in Rosch AG to
45.01%.

     Effective  December 16, 1999, the Company sold an additional 1.11% of Rosch
AG to an outside  investor for $520,000.  The outside  investor also contributed
approximately  $2.6  million  into  Rosch AG,  further  diluting  the  Company's
ownership to 41.43%.

     As a result  of these  transactions,  the  Company  changed  its  method of
accounting  for its investment in Rosch AG from the  consolidation  basis to the
equity method of accounting,  effective as of November 1, 1999. 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 months ended January 31, 2000, the Company's  share of the net loss of
Rosch AG was approximately $259,000.

     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 January 31, 2000:

         Net sales                  $ 1,279,898
         Net income (loss)             (624,242)
         Total assets                 8,492,865
         Total liabilities            2,575,870

4.   EQUITY

     Effective  November 16, 1999,  pursuant to an agreement with the holders of
the Company's  outstanding 1,170 shares of Series B Convertible Preferred Stock,
the Company  redeemed/converted  all such outstanding shares,  together with all
accrued and unpaid dividends, penalties and redemption premiums, in exchange for
a total  payment  of  $1,170,000  and the  issuance  of  369,000  shares  of the
Company's Common Stock.

     Effective  November 17, 1999,  pursuant to a Securities  Exchange Agreement
with the holder of the  Company's  outstanding  Series A  Convertible  Preferred
Stock,  the Company made a cash payment of $840,000,  issued 2,228,312 shares of
its Common Stock and issued a Promissory  Note and Security  Agreement (see Note
2) in the  principal  amount of  $1,050,000  in exchange for (i) the  conversion
1,350  shares  of Series A  Preferred  Stock and the  accrued  dividends  on all
outstanding  Series A  Preferred  Stock,  (ii) the  redemption  of 700 shares of
Series A  Preferred  Stock  and  (iii) the  exchange  of 350  shares of Series A
Preferred Stock for the Secured Note.

     Effective  November 18, 1999, the Company sold  1,333,333  shares of Common
Stock to Concord Effekten AG, a minority stockholder of Rosch AG, for a purchase
price of $1 million.
                                      -7-
<PAGE>

     Effective  November 29, 1999, the Company renewed its consulting  agreement
with American Financial  Communications,  Inc. ("AFC"). The agreement expires in
June 2000,  and provides a total fee for AFC's services of 200,000 shares of the
Company's  Common Stock.  The Company has valued the shares at fair market value
on the  effective  date of the  agreement,  which was $1.125 per share,  and has
recorded deferred  compensation  totaling $225,000 to be amortized over the term
of the agreement.

     During the three months ended January 31, 2000,  the Company issued a total
of 81,680  shares of its common  stock to two  individuals  in  satisfaction  of
outstanding amounts due to those individuals.

5.   SUBSEQUENT EVENT

     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  million  from the sale of its shares,  and will  recognize a
pre-tax gain of approximately $10.8 million.


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

OVERVIEW

     In the past, the Company's ability to achieve its goals has been negatively
impacted by its working capital deficiency.  This has changed as a result of net
proceeds of approximately $11 million from the IPO of Rosch AG in February 2000,
which has  provided  the  Company  with the  funding  necessary  to execute  its
business  plan.   The  business  plan  is  focused  on  the  successful   market
introduction of the INJEX (TM) System in the U.S. As a result,  the Company has:
(1) Entered into a $3.2 million contract with the leading worldwide manufacturer
in precision  injection molding for the healthcare industry to build and operate
automated,  low-cost  production  systems to supply the INJEX(TM) System product
for its July 2000 U.S.  market  launch,  and (2) begun the hiring of a 50-person
dedicated sales force.

     Through the various sales of the Company's ownership in Rosch AG throughout
the past year,  including  the Rosch AG IPO in  February  2000,  the Company has
realized  total net  proceeds of  approximately  $14  million,  while  retaining
ownership  of  26.43%  of  Rosch  AG.  Thus,  the  Company  continues  to hold a
significant  stake in the European  market for the INJEX(TM)  System through its
ownership of Rosch AG.

     During the three months ended January 31, 2000,  the Company  improved upon
its capital  structure  through a combination of conversions  and redemptions of
all of the Company's  previously  outstanding  convertible  preferred stock. The
Company  also  completed  its  plan to  focus  its  resources  on the  INJEX(TM)
needle-free  drug delivery  system by ceasing the  operations of Dynamic  Dental
Systems.  In addition,  the Company appointed Randy Nelson,  former head of U.S.
marketing  for  Eli  Lilly's  $1  billion  diabetes  care  business,  as its new
President, Chief Executive Officer and as a director. In March 2000, the Company
announced  that Dr. James  Gavin,  a past  president  of the  American  Diabetes
Association, has joined the Company's Board of Directors.

RESULTS OF OPERATIONS

     Net sales for the three and six month  periods  ended January 31, 2000 were
$-0- and $802,000,  respectively,  compared to $2,290,000 and $4,396,000 for the
three and six month periods ended January 31, 1999, respectively.  Cost of sales
for the  three  and six  month  periods  ended  January  31,  2000 were $-0- and
$502,000, respectively,  compared to $1,454,000 and $2,673,000 for the three and
six month  periods  ended  January 31, 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  $253,000 and $587,000 for the three and six
month periods,  respectively, as compared to the same period in the prior fiscal
year; (2) The Company's  shift in focus towards its INJEX(TM)  System,  and away
from the  intraoral  dental  camera  equipment  market  served by the  Company's
wholly-owned  subsidiary,  Dynamic Dental Systems (DDS),  coupled with DDS' poor
financial  performance,  and the inability to secure a buyer for DDS, led to the
Company's  decision  to cease  DDS'  operations  during the three  months  ended
January  31,  2000,  resulting  in net sales of DDS for the three and six months
ended January 31, 2000  decreasing by $469,000 and $826,000,  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
                                      -8-
<PAGE>
component of the Company's Statement of Operations.  As a result, the Statements
of Operations for the three and six months ended January 31, 2000 do not include
the net  sales  and cost of  sales  of  Rosch  AG,  whereas  the  Statements  of
Operations  for the three and six months ended January 31, 1999 include Rosch AG
net sales of $1,404,000 and $2,653,000, respectively.

     Selling,  general and  administrative  expenses for the three and six month
periods ended January 31, 2000 were  $1,123,000  and  $2,376,000,  respectively,
compared to $1,966,000 and $3,888,000,  respectively,  for the comparable  prior
year  periods.  The decrease  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 six month
periods of $577,000 and $1,055,000,  respectively.  Also contributing to the net
decrease was a reduction  for the three and six month  periods ended January 31,
2000 of  approximately  $324,000  and  $669,000,  respectively  of  amortization
expense due primarily to deferred compensation recognized in connection with the
acquisitions of DDS and the Company's wholly-owned subsidiary, Equidyne Systems,
Inc. ("ESI"). These expenses became fully amortized during the fiscal year ended
July 31, 1999. These decreases in costs were partially offset by increased costs
incurred in  connection  with ESI, and its  preparation  for  full-scale  market
introduction of the INJEX(TM) System.

     Research  and  development  expenses  for the  three and six  months  ended
January 31, 2000 were $225,000 and $361,000,  respectively,  compared to $77,000
and $205,000,  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  high-volume,  automated  production  tools and improved  product
features.

     Net loss for the three and six month  periods  ended  January  31, 2000 was
$587,000 and $707,000,  respectively,  compared to a net loss of $1,356,000  and
$2,642,000,  respectively,  for the same periods in the prior  fiscal year.  The
decrease  in net loss is  primarily  the result of the gains  recognized  on the
partial sales of the Company's  ownership in Rosch AG, which were $1,003,000 and
$1,865,000  for the three and six months ended  January 31, 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 six
months ended January 31, 1999.  The net loss for the three and six month periods
ended January 31, 2000 were partially  offset by the increased costs incurred in
connection with ESI and its preparation  for full-scale  market  introduction of
the INJEX(TM) System.


LIQUIDITY AND CAPITAL RESOURCES

     Working  capital   (deficit)  of  the  Company  at  January  31,  2000  was
$(862,000),  compared to $(1,262,000) at July 31, 1999. The increase of $400,000
primarily  resulted  from the  proceeds  from  the  sales  of a  portion  of the
Company's ownership in Rosch AG of approximately $3.2 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  basis 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.

     In February 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  million  from the sale of its shares,  and will  recognize a
pre-tax gain of approximately $10.8 million.

     The Company has significantly  improved its working capital  position,  and
currently has sufficient working capital to sustain the Company through at least
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. 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 and continued research and development
initiatives.
                                       -9-
<PAGE>

PART II. - OTHER INFORMATION

Item 2.  CHANGES IN SECURITIES

     During the three month period ended January 31, 2000, the Company completed
the following transactions:

- A sale to a director of the Company of 800,000 shares of the Company's  Common
Stock,  a  three-year  warrant to  purchase up to 300,000  additional  shares of
Common Stock at an exercise price of $2.00 per share and a 5% ownership interest
in Rosch AG,  through a  subparticipation  contract with the general  manager of
Rosch AG, in exchange for a payment of $2 million.

- The Company redeemed/converted all of the 1,170 outstanding shares of Series B
Convertible  Preferred  Stock,  together with all accrued and unpaid  dividends,
penalties and redemption premiums, in exchange for a total payment of $1,170,000
and the issuance of 369,000 shares of the Company's Common Stock.

- The Company made a cash payment of $840,000,  issued  2,228,312  shares of its
Common Stock and issued a Promissory  Note and Security  Agreement (the "Secured
Note") in the principal amount of $1,050,000 (subject to adjustment) in exchange
for (i) the conversion 1,350 shares of Series A Convertible  Preferred Stock and
the accrued  dividends on all  outstanding  Series A Preferred  Stock,  (ii) the
redemption  of 700 shares of Series A Preferred  Stock and (iii) the exchange of
350 shares of Series A  Preferred  Stock for the  Secured  Note.  The  principal
amount of the Secured Note was reduced to $700,000 in accordance with its terms,
and matured in February 2000.

- Effective November 18, 1999, the Company sold 1,333,333 shares of Common Stock
to Concord Effekten AG, a minority stockholder of Rosch AG, for a purchase price
of $1 million.

- Effective November 29, 1999, the Company renewed its consulting agreement with
American Financial  Communications,  Inc. ("AFC"),  and issued 200,000 shares of
the  Company's  Common  Stock  to AFC in full  payment  for the  services  to be
provided through June 2000.

- Effective  December 16, 1999, the Company sold an additional 1.11% of Rosch AG
to an outside  investor for  $520,000.  The outside  investor  also  contributed
approximately  $2.6  million  into  Rosch AG,  further  diluting  the  Company's
ownership to 41.43%.

- During the three months ended January 31, 2000,  the Company issued a total of
81,680  shares  of its  common  stock  to two  individuals  in  satisfaction  of
outstanding amounts due to those individuals.

All shares issued under the above transactions were with "accredited investors",
as such term is defined in  Regulation D under the  Securities  Act. See Notes 3
and 4 to the financial statements for further information.


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)  On  December  29,  1999,  the  Company  held its  1999  Annual  Meeting  of
     Stockholders (the "Meeting")

(b)  At the Meeting, the following persons were elected directors,  each to hold
     office  until the next  annual  meeting  of  stockholders:
          Thomas A. Slamecka
          Michael  T.  Pieniazek
          Marcus R.  Rowan
          Blake C.  Davenport
          Jim Fukushima
          Andy Rosch
                                      -10-
<PAGE>

(c)  The  other  items  considered  at  the  Meeting  were  an  increase  in the
     authorized shares of common stock to 35,000,000, an amendment to change the
     Corporate name to Equidyne  Corporation  and an amendment to the 1996 Stock
     Option  Plan to  increase  the  number  of  shares  reserved  for  issuance
     thereunder  to  700,000.  The votes cast at the  Meeting  were as  follows:

                                                   ABSTAIN OR      BROKER
 ITEM                    FOR          AGAINST       WITHHOLD       NO-VOTE
 ----                 ---------       -------     -----------      -------
Directors             7,906,061           -          18,160            -
Authorized Shares     7,837,198        68,323        17,700            -
Name Change           7,899,425         4,323        12,200            -
Option Plan           7,675,645       180,276        64,300            -


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

The  Company  filed a report on Form 8-K for an event on  November  15,  1999 to
report   that   the   Company   completed   several    agreements   whereby   it
converted/redeemed  all  outstanding  shares  of  its  Series  A  and  Series  B
Convertible Preferred Stock, through the issuance of a total of 4,730,645 shares
of common stock and warrants to purchase up to 300,000  shares of common  stock,
the  sale  of 5% of  its  foreign  affiliate,  and  the  issuance  of a  Secured
Promissory Note.

The Company filed a report on Form 8-K for an event on January 5, 2000 to report
the results of the vote of its  stockholders  at the Company's  annual  meeting,
whereby  the  Company  increased  its  authorized  shares of common  stock  from
20,000,000  to   35,000,000,   and  changed  the  Company's   name  to  Equidyne
Corporation.

Exhibits -
27.      Financial Data Schedule

























                                      -11-

<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:  March 21, 2000           /s/ Joseph R. Nelson
                                               ----------------
                                               Joseph R. Nelson
                                               Chief Executive Officer


          Dated:  March 21, 2000           /s/ Michael T. Pieniazek
                                               --------------------
                                               Michael T. Pieniazek
                                               Chief Financial Officer










































                                      -12-
<PAGE>

                                  EXHIBIT INDEX
                                  -------------

Exhibit                    Description
-------                    -----------
  27                       Financial Data Schedule