<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

                                 Amendment No. 1

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

For the quarterly period ended June 30, 1997

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

For the transition period from ______ to _______.

                         Commission File Number: 0-11371
                                 BIOSONICS, INC.

             (Exact name of registrant as specified in its charter)


          Pennsylvania                                     23-2161932
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                               260 New York Drive
                       Fort Washington, Pennsylvania 19034
               (Address of principal executive offices) (Zip Code)

                                 (215) 646-7100
               (Registrant's telephone number including area code)

                                       N/A
   (Former name, former address and former fiscal year, if changed since last
                                    report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

Indicate the number of shares outstanding of each of the issuers shares of
common stock, as of the latest practicable date: as of JUNE 30th 1997, there
were outstanding 306,264,536 shares of the Registrant's Common Stock, $.0001 par
value.



                                                              Page 1 of 14 pages
                                                     Exhibit Index is on Page 14
<PAGE>   2
                                 BIOSONICS, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                    Number
                                                                                                    ------
<S>               <C>                                                                               <C>
PART I            FINANCIAL INFORMATION

Item 1.           Financial Statements

                  Balance Sheets (Restated):
                  June 30, 1997 and December 31, 1996                                                    3

                  Statements of Loss (Restated):
                  Three and Six Months Ended June 30, 1997 and 1996 and the Period
                  from November 13, 1980 (Inception) to June 30, 1997                                    4

                  Statements of Deficit Accumulated (Restated):
                  Six Months Ended June 30, 1997 and 1996 and the Period
                  from November 13, 1980 (Inception) to June 30, 1997                                    5

                  Statements of Cash Flows (Restated):
                  Six Months Ended June 30, 1997 and 1996 and the Period
                  from November 13, 1980 (Inception) to June 30, 1997                                6 & 7

                  Statements of Shareholders' Equity - Paid-In-Capital (Restated):
                  November 30, 1980 (Inception) to June 30, 1997                                    8 - 11

                  Note to Financial Statements                                                          12

Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                                   13

PART II           OTHER INFORMATION

Item 1.           Legal Proceedings                                                                     13

Item 2.           Changes in Securities                                                                 14

Item 4.           Submission of Matters to a Vote of Security Holders                                   14

Item 6.           Exhibits and Reports on Form 8-K                                                      14

Signatures                                                                                              14
</TABLE>
<PAGE>   3
                                 BIOSONICS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                            BALANCE SHEETS (RESTATED)



                                     ASSETS

<TABLE>
<CAPTION>
                                                                                  Unaudited
                                                                                   JUNE 30        DECEMBER 31,
                                                                                     1997             1996
                                                                                 ------------     ------------
<S>                                                                              <C>              <C>         
Current assets
   Cash (including interest bearing deposits
      of $10 in 1997 and 1996)                                                   $        260     $        260
   Accounts receivable (net of allowance for doubtful
    accounts of $2,000 in 1997 and 1996)                                                8,829            8,196
   Inventory                                                                           63,725           64,271
   Advances to affiliate                                                              236,960           77,997
   Prepaid expenses and other current assets                                            6,377               25
                                                                                 ------------     ------------
           Total current assets                                                       316,151          150,749

Equipment, furniture and leaseholds, net
   of accumulated depreciation                                                         12,005           15,007
Deposits                                                                                8,431            8,431
                                                                                 ------------     ------------
                Total assets                                                     $    336,587     $    174,187
                                                                                 ============     ============

                      Liabilities and Shareholders' Deficit

Current liabilities
   Notes payable, officer and affiliate                                          $    115,000     $    115,000
   Notes payable, other                                                               128,000          173,000
   Accrued payroll, officer                                                           721,000          669,500
   Accrued interest, officer and affiliate                                             61,655           55,905
   Accrued interest, other                                                            185,796          173,131
   Accounts payable and other accrued expenses                                        822,912          824,790
   Advances from affiliates                                                            62,450           62,450
   Payments received from unissued debentures                                         187,000          187,000
   Payments received for unissued securities                                                0           40,000
                                                                                 ------------     ------------
                Total current liabilities                                           2,283,813        2,300,776
                                                                                 ------------     ------------

Shareholders' deficit
      Common stock - authorized 750,000,000 shares at .0001 par value; issued
      and outstanding 306,364,536 and 287,863,936 shares at
      June 30, 1997 and December 31, 1996 respectively                                 30,636           28,787

   Capital in excess of par value                                                  12,468,180       11,763,002
   Notes receivable from sale of stock                                               (115,000)
   Deficit accumulated during development stage                                   (14,331,042)     (13,918,378)
                                                                                 ------------     ------------
          Total shareholders' deficit                                              (1,947,226)      (2,126,589)
                                                                                 ------------     ------------
                Total liabilities and shareholders' deficit                      $    336,587     $    174,187
                                                                                 ============     ============
</TABLE>

   The accompanying note is an integral part of these financial statements.


                                        3
<PAGE>   4
                                 BIOSONICS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          STATEMENTS OF LOSS (RESTATED)
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                             SIX MONTHS ENDED                  THREE MONTHS ENDED              11/13/80 (INCEPTION)
                                                  JUNE 30,                          JUNE 30,                        TO JUNE 30,
                                                  --------                          --------                        -----------
                                            1997             1996             1997             1996             1997         
                                        ------------     ------------     ------------     ------------     ------------     
<S>                                     <C>              <C>              <C>              <C>              <C>              
Sales                                   $     13,550     $     29,125     $      7,925     $     11,609     $    850,927     
Cost of sales                                  8,297           16,166            4,893           13,111          553,282     
                                        ------------     ------------     ------------     ------------     ------------     

Gross profit                                   5,253           12,959            3,032           (1,502)         297,645     
                                        ------------     ------------     ------------     ------------     ------------     

Development stage expenses
   Research and development costs                  0                0                0                0        4,166,053     
   Professional fees                         132,588           37,000           77,448           18,044        2,885,075     
   Other development stage expenses          287,545          220,238          142,377          122,835        8,453,103     
                                        ------------     ------------     ------------     ------------     ------------     
Total development stage expenses             420,133          257,238          219,825          140,879       15,504,231     
   Less: Revenues from cost recovery
         program                                  --               --               --               --          118,082     
                                        ------------     ------------     ------------     ------------     ------------     

Net development stage expenses               420,133          257,238          219,825          140,879       15,386,149     
                                        ------------     ------------     ------------     ------------     ------------     

Other income
   Investment and other income                 2,216               75            1,224               --          749,842     
   Gain on sale of fixed assets                   --               --               --               --            7,620     
                                        ------------     ------------     ------------     ------------     ------------     

Total other income                             2,216               75            1,224               --          757,463     
                                        ------------     ------------     ------------     ------------     ------------     

Net loss                                ($   412,664)    ($   244,204)    ($   215,569)    ($   142,381)    ($14,331,042)    
                                        ============     ============     ============     ============     ============     

Loss per common share                   ($       .00)    ($       .00)    ($       .00)    ($       .00)    ($       .05)    
                                        ============     ============     ============     ============     ============     
</TABLE>

<TABLE>
<CAPTION>
                                            1996
                                        ------------
<S>                                     <C>         
Sales                                   $    825,728
Cost of sales                                530,943
                                        ------------

Gross profit                                 294,785
                                        ------------

Development stage expenses
   Research and development costs          4,144,553
   Professional fees                       2,659,437
   Other development stage expenses        7,661,558
                                        ------------
Total development stage expenses          14,465,548
   Less: Revenues from cost recovery
         program                             118,082
                                        ------------

Net development stage expenses            14,347,466
                                        ------------

Other income
   Investment and other income               747,626
   Gain on sale of fixed assets                7,620
                                        ------------

Total other income                           755,246
                                        ------------

Net loss                                ($13,297,435)
                                        ============

Loss per common share                   ($       .05)
                                        ============
</TABLE>

    The accompanying note is an integral part of these financial statements.


                                        4
<PAGE>   5
                                 BIOSONICS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
      STATEMENTS OF DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE (RESTATED)
                                   (UNAUDITED)




<TABLE>
<CAPTION>
                           SIX MONTHS ENDED                11/13/80 (INCEPTION)
                                JUNE 30,                        TO JUNE 30,
                         1997             1996             1997             1996
                     ------------     ------------     ------------     ------------
<S>                  <C>              <C>              <C>              <C>         
BEGINNING BALANCE    ($13,918,378)    ($13,053,231)    $         --     $         --


      NET LOSS           (412,664)        (244,204)     (14,331,042)     (13,297,435)
                     ------------     ------------     ------------     ------------


ENDING BALANCE       ($14,331,042)    ($13,297,435)    ($14,331,042)    ($13,297,435)
                     ============     ============     ============     ============
</TABLE>

   The accompanying note is an integral part of these financial statements.


                                        5
<PAGE>   6
                                 BIOSONICS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                       STATEMENTS OF CASH FLOWS (RESTATED)
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                              SIX MONTHS ENDED                11/13/80 (INCEPTION)
                                                                  JUNE 30,                         TO JUNE 30,
                                                                  --------                         -----------
                                                            1997             1996             1997             1996
                                                        ------------     ------------     ------------     ------------
<S>                                                     <C>              <C>              <C>              <C>          
Cash flows used in operating activities
   Net loss                                             ($   412,664)    ($   244,204)    ($14,331,042)    ($13,297,435)
                                                        ------------     ------------     ------------     ------------

   Adjustments to reconcile net loss to
     net cash used in operating activities
      Depreciation and amortization                            3,002            2,670          381,689          371,353
      Increase in allowance for doubtful accounts                 --               --            2,000            2,000
      Increase in reserve for inventory obsolescence              --               --           27,000           40,000
      Loss on lease abandonment                                   --               --           19,550           19,550
      Gain on sale of fixed assets                                --               --           (7,620)          (7,620)
      Common stock issued for services                        29,500               --          573,459          458,209
      Common stock options issued for services                14,398               --          177,678               --
      Common stock issued for interest                        10,000               --           10,000               --
      Common stock issued for product rights                      --               --           12,501           12,501
      Change in
        Accounts receivable                                     (633)           4,802          (10,829)         (18,211)
        Inventory                                                546            4,195          (90,725)        (105,889)
        Prepaid expenses and other current assets             (6,352)          (3,347)          (6,377)         (12,198)
        Accrued payroll, officer                              51,500           51,500          721,000          618,000
        Accrued interest, officer and affiliates               5,750           17,955           61,655          121,551
        Accrued interest, other                               12,665           12,649          185,797          160,498
        Accounts payable and accrued expenses                 (1,878)         (15,674)         739,417          901,458
        Advances from (to) affiliates                       (158,963)          29,454          174,510           54,024
                                                        ------------     ------------     ------------     ------------
          Total adjustments                                  (40,465)         104,204        2,970,704        2,615,226
                                                        ------------     ------------     ------------     ------------
   Net cash used in operating activities                ($   453,129)    ($   140,000)    ($11,360,338)    ($10,682,209)
                                                        ------------     ------------     ------------     ------------
</TABLE>

   The accompanying note is an integral part of these financial statements.


                                        6
<PAGE>   7
                                 BIOSONICS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                 STATEMENTS OF CASH FLOWS (RESTATED) (CONTINUED)
                                   (UNAUDITED)




<TABLE>
<CAPTION>
                                                               SIX MONTHS ENDED               11/13/80 (INCEPTION)
                                                                   JUNE 30,                       TO MARCH  31,
                                                                   --------                       -------------
                                                            1997             1996             1997             1996
                                                        ------------     ------------     ------------     ------------
<S>                                                     <C>              <C>              <C>              <C>         
Cash flows from investing activities
   Sale of fixed assets                                 $         --     $         --     $     10,825     $     10,825
   Capital expenditures                                           --               --         (363,305)        (363,305)
   Issuance of note receivable                                    --               --          (30,000)         (30,000)
   (Increase) decrease in deposits                                --               --           (8,431)          (8,431)
   Decrease in note receivable                                    --               --           30,000           30,000
   Decrease in capitalized patents                                --               --          (45,690)         (45,690)
                                                        ------------     ------------     ------------     ------------
   Net cash provided (used) in investing activities     $         --     $         --     ($   406,601)    ($   406,601)
                                                        ------------     ------------     ------------     ------------
Cash flows from financing activities
   Proceeds for bonds unissued                          $         --     $         --     $    190,000     $    190,000
   Repayments for bonds unissued                                  --               --           (3,000)          (3,000)
   Proceeds for common stock unissued                        239,530               --          550,530          271,000
   Principal payments of note payable                        (45,000)        (225,000)        (352,000)        (297,000)
   Proceeds from issuance of note payable                         --               --          834,444          789,444
   Decrease in capitalized organization costs                     --               --           (7,453)          (7,453)
   Proceeds from issuance of preferred stock                      --          365,000        1,105,000          965,000
   Proceeds from issuance of common stock                    258,599               --        9,449,678        9,181,079
                                                        ------------     ------------     ------------     ------------
Net cash provided by financing activities               ($   453,129)    $    140,000     $ 11,767,199     $ 11,089,070
                                                        ------------     ------------     ------------     ------------

Net increase (decrease) in cash and cash equivalents              --               --              260              260
Cash and cash equivalents, beginning                             260              260               --               --
                                                        ------------     ------------     ------------     ------------
Cash and cash equivalents, ending                       $        260     $        260     $        260     $        260
                                                        ============     ============     ============     ============

Schedule of noncash financing transactions:
   Issuance of common stock from Loan Receivable:       $    115,000     $         --     $    115,000     $         --
                                                        ============     ============     ============     ============
</TABLE>

   The accompanying note is an integral part of these financial statements.


                                       7
<PAGE>   8
                                 BIOSONICS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
         STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL (RESTATED)
                 NOVEMBER 13, 1980 (INCEPTION) TO JUNE 30, 1997
                                   (UNAUDITED)




<TABLE>
<CAPTION>
DATE STOCK                            PRICE
 ISSUED        NUMBER OF SHARES       PER SHARE     AMOUNT RECEIVED    NOTES
----------     ----------------       ---------     ---------------    -----
<S>            <C>                    <C>           <C>                <C>
 1/13/81          150,000,000          $ .0001          $    15,001      (A)
 1/31/81            4,400,000            .025               110,000      (B)
    1981              400,000            .025                10,000      (C)
    1981           20,000,000            .05              1,000,000      (B)
    1982               20,000            .40                  8,000      (C)
    1982               97,500            .20                 19,500      (C)
    1982            1,000,000            .06                 60,100      (D)
    1983               52,500            .20                 10,500      (C)
    1983               75,000            .305                22,875      (E)
    1983               25,000            .235                 5,875      (E)
    1983               20,000            .50                 10,000      (C)
12/29/83            7,300,000            .50              3,650,000      (F)
    1984                  390           1.00                    390      (G)
    1984                5,948            .50                  2,975      (G)
    1984                1,000            .375                   375      (C)
    1984               72,500            .25                 18,125      (C)
    1984                2,000            .375                   750      (H)
    1984                4,000            .25                  1,000      (C)
    1984              350,000            .20                 70,000      (C)
    1985               26,500            .281                 7,453      (C)
    1985               20,000            .25                  5,000      (H)
    1985                  500            .50                    250      (G)
    1985                5,000            .344                 1,719      (C)
    1985                   50           1.00                     50      (G)
    1985                2,000            .375                   750      (H)
    1985                7,500            .156                 1,172      (C)
    1986                6,882            .50                  3,472      (G)
    1986               85,000            .1875               15,938      (H)
    1986               11,650            .281                 3,276      (H)
    1986              100,000            .219                21,875      (H)
    1986           10,665,000            .181             1,929,737      (I)
    1986              202,000            .156                31,562      (H)
    1986               70,000            .313                21,875      (H)
    1986              134,855            .20                 26,939      (H)
    1987            7,613,551            .20              1,522,710      (G)
    1987              476,110            .295               140,478      (H)
    1987                7,000            .159                 1,113      (B)
    1987               15,000            .312                 4,687      (C)
    1987              240,000            .20                 48,000      (B)
    1987              100,000            .218                21,875      (C)
</TABLE>
                                                 
   The accompanying note is an integral part of these financial statements.


                                        8
<PAGE>   9
                                 BIOSONICS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
   STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL (RESTATED) (CONTINUED)
                 NOVEMBER 13, 1980 (INCEPTION) TO JUNE 30, 1997
                                   (UNAUDITED)




DATE STOCK                           PRICE
  ISSUED      NUMBER OF SHARES     PER SHARE     AMOUNT RECEIVED    NOTES
----------    ----------------     ---------     ---------------    -----
   1988                125,000        .25                 31,250      (C)
   1988                  2,500        .218                   547      (H)
   1988                 10,000        .20                  2,000      (G)
   1988                100,000        .25                 25,000      (B)
   1988              4,227,000        .20                845,400      (B)
   1988                 25,000        .156                 3,906      (C)
   1988                 11,000        .013                   143      (H)
   1989                400,000        .080                32,000      (B)
   1989                  3,000        .0938                  282      (H)
   1989                100,000        .080                 8,000      (B)
   1990                 25,000        .010                   250      (H)
   1990             20,311,000        .010               203,110      (B)
   1990             10,500,000        .010               105,000      (B)
   1991              1,100,000        .010                11,000      (B)
   1991                100,000        .010                 1,000      (H)
   1991                 48,000        .0625                3,000      (J)
   1991                 32,000        .0625                2,000      (J)
   1991              1,100,000        .010                11,000      (J)
   1991              1,100,000        .010                11,000      (B)
   1991                400,000        .010                 4,000      (C)
   1995                     --                            87,750      (Q)
   1996              1,250,000        .08                100,000      (K)
   1996             11,375,000        .0286              325,000      (K)
   1996             16,100,000        .05                805,000      (K)
   1996              1,300,000        .01                 13,000      (L)
   1996             12,900,000        .02                258,000      (L)
   1996                300,000        .03                  9,000      (M)
   1996                280,000        .05                 14,000      (M)
   1996                400,000        .08                 32,000      (M)
   1996                100,000        .065                 6,500      (M)
   1996                250,000        .085                21,250      (M)
   1996            (15,368,820)                              -0-      (N)
   1996                420,000        .0238               10,000      (L)
   1996             11,150,000        .02                223,000      (L)
   1996                428,600        .035                15,000      (L)
   1996                250,000        .04                 10,000      (L)
   1996              1,075,220        .05                 53,761      (L)
   1996                350,000        .0258                9,032      (J)
   1996              1,695,000        .0345               59,175      (J)
   1996                 75,000        .04                  3,000      (O)
   1996                200,000        .05                 10,000      (B)
   1996                     --                            75,530      (Q)

   The accompanying note is an integral part of these financial statements.


                                        9
<PAGE>   10
                                 BIOSONICS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
   STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL (RESTATED) (CONTINUED)
                 NOVEMBER 13, 1980 (INCEPTION) TO JUNE 30, 1997
                                   (UNAUDITED)




DATE STOCK                           PRICE
    ISSUED    NUMBER OF SHARES     PER SHARE     AMOUNT RECEIVED     NOTES
----------    ----------------     ---------     ---------------     -----
      1997             550,000        .05                 27,500      (M)
      1997             200,000        .05                 10,000      (O)
      1997           5,000,000        .01                 50,000      (P)
      1997           1,000,000        .02                 20,000      (P)
      1997                  --                            14,398      (Q)
      1997          11,130,600        .05                556,529      (R)
      1997             500,000        .05                 25,000      (P)
      1997              40,000        .05                  2,000      (M)
      1997              80,000        .02                  1,600      (L)

TOTAL SHARES - COMMON STOCK                    306,364,536
---------------------------                    ===========

TOTAL PAID-IN CAPITAL                                          $  12,972,311
---------------------
LESS:   Notes Receivable for Stock Purchase                          115,000
----
LESS:  Offering Expenses                                             473,495
----                                                           -------------

NET PAID-IN CAPITAL - COMMON STOCK                             $  12,383,816
----------------------------------

   The accompanying note is an integral part of these financial statements.


                                       10
<PAGE>   11
                                 BIOSONICS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
   STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL (RESTATED) (CONTINUED)
                 NOVEMBER 13, 1980 (INCEPTION) TO JUNE 30 , 1997
                                   (UNAUDITED)



NOTES

(A)      $1 additional was paid on stock certificate #3.

(B)      Cash purchases.

(C)      Represents stock issued in consideration for services rendered. The
         value assigned was based on the fair market value of the stock on the
         date the transaction was authorized.

(D)      1,000,000 common stock warrants were issued to the underwriter, Monarch
         Funding Corporation, at par value ($.0001). On November 15, 1982, these
         warrants were exercised at $.06 per share.

(E)      Represents stock issued in consideration for services rendered and
         $7,500 cash. The value assigned was based on the fair market value of
         the stock on the date the transaction was authorized.

(F)      Stock issued as part of unit offering. Each unit consisted of 2 shares
         common stock, 2 Series "A" warrants and 1 Series "B" warrant. No
         separate value was assigned to the warrants.

(G)      Issued pursuant to the exercise of warrants described in (F).

(H)      Issued pursuant to the employee incentive stock bonus plan.

(I)      Issued as part of an offering completed March 26, 1986 for cash and
         redemption of warrants described in (F).

(J)      Liabilities converted to common stock.

(K)      Preferred Stock transferred to Common Stock as per agreement.

(L)      Issued stock for monies received during time when common stock was not
         able to be issued.

(M)      Issued stock as payment for services rendered.

(N)      Shares contributed by IMRCH.

(O)      Issued stock as payment for interest on loans received.

(P)      Issued pursuant to exercising stock purchase option.

(Q)      Stock Options granted.

(R)      Issued pursuant to a private offering.

   The accompanying note is an integral part of these financial statements.


                                       11
<PAGE>   12
                                 BIOSONICS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTE TO FINANCIAL STATEMENTS
                                 JUNE 30 , 1997


Note 1 - The unaudited financial statements presented herein have been
         prepared in accordance with the instructions to Form 10-Q and do not
         include all of the information and note disclosures required by
         generally accepted accounting principles. These statements should be
         read in conjunction with the financial statements and notes thereto
         included in the Company's Form 10-K annual report for the year ended
         December 31, 1996. In the opinion of management, these financial
         statements include all adjustments, consisting only of normal recurring
         adjustments, necessary to summarize fairly the Company's financial
         position and results of operations. The results of operations for the
         nine-month period ended June 30, 1997 may not be indicative of the
         results that may be expected for the year ending December 31, 1997.


                                       12
<PAGE>   13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Liquidity and Capital Resources

Biosonics' primary sources of funds to date have been proceeds from the sale of
its securities and investment income on such proceeds, including loans and
advances for security purchases through offerings.

During this reported period, Biosonics has issued Common Stock shares as
follows: (a) 11,130,600 shares at $.05 per share for a private placement
agreement, (b) 40,000 shares at $.05 per share for payment of services to an
individual, and (c) 500,000 shares at $.05 per share was issued to one investor
in exercise of stock options, for which the company received a promissory note
in the principal amount of the purchase price and for which such shares are
being held as collateral. All shares issued are restricted subject to
registration requirements of the Securities Act of 1933 or an exemption from
such requirements such as Rule 144 of the SEC.

The Company does not have any material commitments for capital expenditures,
although the Company may make capital expenditures during 1997 in connection
with the manufacture of the Cystotron Systems, if funds are available. The
extent of the development or testing, if any, of the Company's other devices
will depend on the availability of funds, and there is no assurance that
development or testing of the devices will occur or be successful.

Results of Operations

Net development stage expenses for the six and three months ended June 30, 1997
($420,133 and $219,826 respectively) were higher than those for the comparable
periods of the prior year ($257,238 and $140,879 respectively) due to funds
spent on consulting services, and expenses relating to Biosonics' participation
in the Medical Device Industry conference, also the preparation of Cystotron
devices and consulting fees regarding the engineer hired to prepare Biosonics
for manufacturing the Cystotron devices. Other development stage expenses
include primarily salaries, rent, supplies, transfer agent fees, manufacturing,
marketing, public relations and travel expenses.

The Company's professional fees for the six and three months ended June 30, 1997
($132,588 and $77,448 respectively) were higher than professional fees for the
comparable period of the prior year ($37,000 and $18,044 respectively) due to
legal and accounting fees regarding numerous Securities and Exchange Commission
filings as well as an additional $60,000 of consulting expenses incurred in
connection with the Company's efforts to enhance its processes in connection
with its reporting and registration matters under federal securities laws and
its application for Medicare reimbursement with HCFA.

The Company's sales for the six and three months ended June 30, 1997 were
($13,550 and $7,925 respectively) as compared to ($29,125 and $11,609
respectively) for the same period of the prior year. The decrease in sales
resulted primarily from not having available funds to continue the marketing
program for its SALITRON System.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None


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<PAGE>   14
ITEM 2. CHANGES IN SECURITIES.

During this reported period, Biosonics has issued Common Stock shares as
follows: (a) 11,130,600 shares at $.05 per share for a private placement
agreement, (b) 40,000 shares at $.05 per share for payment of services to an
individual, (c) 500,000 shares at $.05 per share was issued to one investor in
exercise of stock options, for which the company received a promissory note in
the principal amount of the purchase price and for which such shares are being
held as collateral. All shares issued are restricted subject to registration
requirements of the Securities Act of 1933 or an exemption from such
requirements such as Rule 144 of the SEC.

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

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits:

               *3.1   Articles of Incorporation as amended (incorporated by
                      reference to Registrant's Quarterly Report on Form 10-Q
                      for the quarter ended September 30, 1996).

               **3.5  By-laws of Registrant, as amended (incorporated by
                      reference to Registrant's Quarterly Report on Form 10-Q
                      for the quarter ended June 30, 1997).

               27     Financial Data Schedule

         (b)   Reports on Form 8-K:

               None

-----------
*        Incorporated by reference.

**       Filed with the initial filing of this Form 10-Q report.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.

<TABLE>
<S>                               <C>
                                  BIOSONICS, INC.


Date: November    21    , 1997    By:       /s/Jack Paller
               ---------              -------------------------------------------------
                                  Jack Paller, President, Chairman and Executive Officer,
                                  Principal Financial Officer and Principal Accounting
                                  Officer and Sole Director.
</TABLE>


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