<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-KSB/A
                                (Amendment No. 1)

(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the fiscal year ended August 31, 1999
                                            ---------------

                                       OR

[ ]   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 0-27380

                                 ECHOCATH, INC.

                 (Name of small business issuer in its charter)
<TABLE>
<CAPTION>
<S>                                                                            <C>
                               New Jersey                                                   22-3273101
     (State or other jurisdiction of incorporation or organization)            (I.R.S. Employer Identification No.)

                  P.O. Box 7224, Princeton, New Jersey                                        08543
                (Address of principal executive offices)                                    (Zip Code)
</TABLE>
                    Issuer's telephone number: (609) 987-8400

    Securities registered pursuant to Section 12(b) of the Exchange Act: None

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                       Class A Common Stock, no par value
                           Redeemable Class A Warrants
                           Redeemable Class B Warrants
          Units, Each Consisting Of One Share Of Class A Common Stock,
        One Redeemable Class A Warrant And One Redeemable Class B Warrant
        -----------------------------------------------------------------

                                (Title Of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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.

                              ___ X ___ Yes ____ No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

The issuer's revenues for the fiscal year ended August 31, 1999 were $395,197.

The aggregate market value of the issuer's outstanding voting stock held by
non-affiliates on November 17, 1999, based on the closing sale price of its
common stock on the Nasdaq OTC Bulletin Board on such date, was approximately
$2,600,000.

As of November 17, 1999, there were outstanding 3,524,036 shares of the issuer's
Class A and Class B Common Stock, no par value.

Transitional Small Business Disclosure Format (check one):

                              ____ Yes ___ X ___ No
<PAGE>

Item 10. Executive Compensation.

Summary Compensation Table

         The following summary compensation table sets forth the aggregate
compensation paid or accrued by the Company for the fiscal years ended August
31, 1999, 1998 and 1997 to Frank A. DeBernardis, the Company's Chief Executive
Officer and David Vilkomerson, the Company's Executive Vice President (the
"Named Executive Officers"). No other executive officer received annual
compensation in excess of $100,000 for the fiscal years ended August 31, 1999,
1998 or 1997.

                           Summary Compensation Table
                               Annual Compensation
<TABLE>
<CAPTION>
                                                                                                Long Term
                                                                                              Compensation
                                                                                        Awards           Payouts
                                                                                     ------------    ---------------
                                                                                      Securities
                                                                                      Underlying        All Other
 Name and Principal                                                 Other Annual     Options/SARs     Compensation
     Position                    Year       Salary       Bonus      Compensation          ($)              ($)
---------------------           ------    -----------   -------     ------------     ------------     --------------
<S>                              <C>       <C>         <C>          <C>              <C>              <C>
Frank A. DeBernardis             1999      $130,000 (3)    --            --               --                --
Chief Executive Officer          1998      $130,000        --            --               --                --
                                 1997      $130,000     $16,000          --          150,000(1)(2)          --

David Vilkomerson                1999      $139,560 (3)    --            --               --                --
Executive Vice President         1998      $134,600        --            --               --                --
                                 1997      $130,000     $16,000          --          150,000(1)(2)          --
</TABLE>
-----------

(1) The security underlying all options is Class A Common Stock.
(2) Each option vested as to 50,000 shares on April 29, 1998 and vested as to
    50,000 shares on April 29, 1999 and vests as to 50,000 shares on April 29,
    2000.
(3) Mr. DeBernardis and Dr. Vilkomerson voluntarily deferred a portion of their
    compensation to preserve cash flow until the completion of the private
    placement. After the completion of the private placement the deferred
    compensation was paid. The table reflects compensation due before the
    voluntary deferral.

Stock Option Tables

      Option/SAR Grants in Last Fiscal Year The following table sets forth the
options granted to the Named Executive Officers during the fiscal year, 1999.
The Company granted 210,000 in stock options during such fiscal year. The
Company has granted options to its directors and certain of its Company's
officers to purchase 50,000 shares of the Class A Common Stock. Such options
were all issued pursuant to the options plan and are exercisable for ten years
following the date of grant. During fiscal year 2000, grants were issued for
665,000 shares subject to shareholder approval to certain directors, officers
and employees.

                                       2
<PAGE>

                                Individual Grants
<TABLE>
<CAPTION>
                                                  Percent of
                                 Number of           Total
                                 Securities      Options/SARs                        Market Price as
                                 Underlying       Granted to       Exercise or         Reported on
                                Options/SARs     Employees in    Base Price($/Sh)   Bulletin Board on    Expiration
            Name                  Granted       Fiscal Year(1)                        Date of Grant         Date
<S>                             <C>             <C>              <C>               <C>                  <C>
Anthony Dimun
Director                           50,000            23.8%            1.125               1.125           10/23/08

Irwin Rosenthal
Director                           50,000            23.8%            1.125               1.125           10/23/08

Daniel Mulvena
Chairman                           50,000            23.8%            1.125               1.125           10/23/08
</TABLE>

      Aggregated Option/SAR Exercises In Last Fiscal Year And Fiscal Year-End
Option/SAR Values The following table sets forth information (on an aggregate
basis) concerning each exercise of stock options during the fiscal year ended
August 31, 1999 by each of the Named Executive Officers and the final year-end
value of unexercised options. The table reflects options exercisable within 60
days of the date of this Report.
<TABLE>
<CAPTION>
                                                         Number Of Securities Underlying      Value Of Unexercised "In-
                                                       Unexercised Options/SARs At Fiscal    The Money" Options/SARs At
                                                                    Year-End                     Fiscal Year End(2)
                                Shares
                              Acquired on      Value
                             Exercise (1)   Realized(3)    Exercisable    Unexercisable     Exercisable    Unexercisable
<S>                          <C>            <C>            <C>            <C>               <C>            <C>
Frank DeBernardis
Chief Executive Officer            0             0           120,000          50,000             0               0
David Vilkomerson
Executive Vice President           0             0           190,000          50,000             0               0
</TABLE>
-----------

(1) As of the date of this Report, none of the Named Executive Officers have
    exercised any of their options.
(2) Options are "in-the-money" at the fiscal year-end if the fair market value
    of the underlying securities on such date exceeds the exercise price of the
    option. The last sales price of the securities underlying the options on
    November 9,1999, was $0.81125 per share, and the exercise price of the
    applicable options has been reset from $5.00 per share to $3.375 per share
    on April 29, 1997.
(3) Value realized is the closing market price of the stock on the date of
    exercise less the option price, multiplied by the number of shares acquired
    on exercise.

Compensation of Directors

      The Company pays all outside directors $500 for each board or committee
meeting attended. Outside directors may also be reimbursed for expenses incurred
by them in acting as a director or as a member of any committee of the Board of
Directors.

                                       3
<PAGE>
Employment Agreements

      The Company entered into employment agreements with Mr. Frank DeBernardis,
to serve as President and Chief Executive Officer of the Company, and Dr. David
Vilkomerson, to serve as Executive Vice President and Director of Research and
Development of the Company, which expired in November 1996. Pursuant to such
agreements, Mr. DeBernardis and Dr. Vilkomerson received a base salary of
$130,000 at the time of expiration of the agreements. The employment agreements
provided that each such agreement could be terminated by the Company only if
such executive officer had materially breached his obligations under the
agreement, engaged in willful misconduct against the Company or was found guilty
of a felony by a court of competent jurisdiction which, in the discretion of the
Board of Directors, would interfere with the performance of such executive
officer's duties and responsibilities or would materially adversely affect the
Company. The agreements also contained confidentiality and non-competition
provisions. Under the terms of the agreement his base salary increased from
$130,000 in the first year of his agreement, ending November 1, 1997, to
$135,000 in the second year of his agreement, ending November 1, 1998, and
$140,600 the last year of his agreement. Dr. David Vilkomerson signed an
extended employment agreement on March 10, 1998. That agreement has expired as
of November 1, 1999. The terms of an extended agreement should be similar to the
original agreement.

      Mr. DeBernardis has worked without a contract extension since November
1996, but is currently in discussion with the Compensation Committee to extend
his employment agreement. The terms of an extended agreement should be similar
to the original agreement.

      The Company entered into a consulting agreement with Mr. Mulvena, which
expired on June 30, 1997. Pursuant to such agreement, Mr. Mulvena provided
consulting services to the Company from July 1, 1995 through June 30, 1997, for
up to 27 days per quarter, at a rate of $1,000 per day. The agreement provided
for Mr. Mulvena to be reimbursed for his reasonable expenses and to be provided
with Company benefits. The agreement also contained confidentiality and
non-compete provisions. An extension of such consulting agreement has been
negotiated and Mr. Mulvena will provide for up to four days per quarter, at a
rate of $1,700 per day. Upon the extension of his contract with the Company, Mr.
Mulvena was granted an option to purchase 40,000 shares of Class A Common Stock
at an exercise price of $0.39 per share. The option vests immediately upon grant
and has a term of ten years.

Option Plan

      In August 1995, the Board of Directors adopted and the shareholders
approved option plan (the "Option Plan"). The Option Plan provides for the grant
of incentive stock Option ("ISOs") (within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and non-qualified stock
options ("NQSOs") to certain directors, officers and employees of the Company.
The Option Plan further provides for the grant of NQSOs and stock appreciation
rights ("SARs") to directors, agents of, and consultants to, the Company,
whether or not employees of the Company. The purpose of the Option Plan is to
attract and retain employees, agents, consultants and directors. Options and
SARs granted under the Plan may not be exercisable for terms in excess of 10
years from the date of grant. In addition, no options or SARs may be granted
under the Option Plan later than 10 years after the Option Plan's effective
date.

      The Board of Directors has approved grants that total 1,657,500. The
additional grants of 690,000 above the authorized total of 1,020,000 will
require shareholder approval.

      The total number of shares of Class A Common Stock with respect to which
options and SARs will be granted under the Option Plan is 1,020,000. The shares
subject to and available under the Option Plan may consist, in whole or in part,
of authorized but unissued stock or treasury stock not reserved for any other
purpose. Any shares subject to an option or SAR that terminates, expires or
lapses for any reason, and any shares purchased pursuant to an option and
subsequently repurchased by the Company pursuant to the terms of the option,
shall again be available for grant under the Option Plan.

                                       4
<PAGE>
      The Option Plan is administered by the Board of Directors of the Company,
which will determine, in its discretion, among other things, the recipients of
grants, whether a grant will consist of ISOs, NQSOs or SARs, or a combination
thereof, and the number of shares of Class A Common Stock to be subject to such
options or SARs. The Board of Directors of the Company may, in its discretion,
delegate its power, duties and responsibilities under the Option Plan to a
committee consisting of two or more "Non-Employee" directors within the meaning
of (b)(3) of Rule 16b-3 promulgated under the Exchange Act. The Compensation and
Stock Option Committee, which is responsible for administering the Option Plan,
is composed of Daniel Mulvena and Anthony Dimun. The exercise price of options
granted under the Plan shall not be less than the fair market value per share on
the date of grant, as determined by the Board of Directors.

      The Option Plan contains certain limitations applicable only to ISOs
granted thereunder. To the extent that the aggregate fair market value, as of
the date of grant, of the shares to which ISOs become exercisable for the first
time by an optionee during the calendar year exceeds $100,000, the ISO will be
treated as a NQSO. In addition, if an optionee owns more than 10% of the
Company's stock at the time the individual is granted an ISO, the option price
per share cannot be less than 110% of the fair market value per share and the
term of the option cannot exceed five years.

      The Company plans to seek shareholder approval at the next annual meeting
of shareholders of an amendment to the Option Plan to increase the number of
shares of Class A Common Stock available for grant thereunder.

         On October 9, 1999, the Board of Directors approved a compensation
committee recommendation and granted options for 500,000 shares to management,
vesting over three years, 190,000 shares to the non-management members of the
Board that vest immediately, and 15,000 shares to employees and consultants that
vest equally over the next three years. These options were granted at fair
market value as of the date of grant. The grants issued to management and the
non-management Board members are subject to shareholder approval.

Profit Sharing 401(k) Plan

      In February 1996, the Company established a 401(k) plan. All eligible
employees may elect to contribute a portion of their wages to the 401(k) plan,
subject to certain limitations. The Company is required to contribute 25% of the
employee contributions subject to a maximum equal to 6% of the employees'
compensation. The Company contributed approximately $13,126 in the fiscal year
ended August 31, 1999.

Investment Plan

      In February 1997, the Company adopted an Investment Plan (the "Investment
Plan") covering 300,000 shares of Class A Common Stock. The Investment Plan
provides eligible employees of the Company with an opportunity to purchase
shares of Class A Common Stock through payroll deductions, or otherwise, and to
receive options to purchase Class A Common Stock. The Investment Plan is
administered by the Company's Compensation and Stock Option Committee, or by a
Plan Administrator appointed by the Company's Compensation and Stock Option
Committee.

      Under the terms of the Investment Plan, options may be granted to
participants upon the purchase of shares under the Investment Plan. The number
of options to be granted in connection with each purchase of shares is a
function of the degree to which the Company attains pre-designated performance
goals.

      One of the Company's employees participated in the Investment Plan during
the fiscal year ended August 31, 1999. During the fiscal year 1999, no shares of
Class A Common Stock were issued under the Investment Plan.

Item 11. Security Ownership Of Certain Beneficial Owners And Management.

      The following table sets forth, as of November 8, 1999, certain
information as to the stock ownership and voting power of all persons (or groups
of persons) known by the Company to be the beneficial owner of more than five
percent (5%) of the Common Stock or the Series B Cumulative Convertible
Preferred Stock, each director of the Company, each of the executive officers
included in the Summary Compensation Table and all directors and executive
officers as a group.

                                       5
<PAGE>
<TABLE>
<CAPTION>
                                                                 Amount and
                                                                  Nature of
 Name and Address of                                              Beneficial          Percent of       Percent of
  Beneficial Owner                     Title of Class         Ownership(1)(2)(3)        Class         Voting Power
<S>                                 <C>                       <C>                    <C>              <C>
Cathtech Corp. (6)                   Class A Common Stock           311,953             26.6%             18.4%
c/o Vital Signs, Inc.
20 Campus Road
Totowa, New Jersey 07512

Anthony Dimun (7)                    Class A Common Stock           64,372               1.9%             1.6%
c/o Vital Signs, Inc.
20 Campus Road
Totowa, New Jersey 07512

Ultramed, Inc. (8)                   Class A Common Stock           234,544              6.8%             5.9%
c/o Frank Joworisak
EchoCath, Inc.
P.O.  Box 7224
Princeton, New Jersey  08543

David Vilkomerson (9)(13)            Class A Common Stock           284,068              8.2%             7.1%
c/o EchoCath, Inc.
P.O.  Box 7224
Princeton, New Jersey  08543

Frank DeBernardis (10)               Class A Common Stock           164,362              4.7%             4.1%
c/o EchoCath, Inc.
P.O.  Box 7224
Princeton, New Jersey  08543

Terence D.  Wall (5)                 Class A Common Stock           189,607              5.4%             4.8%
c/o Vital Signs, Inc.
20 Campus Road
Totowa, New Jersey 07512

Vital Signs, Inc. (6)                Class A Common Stock           311,953             26.6%             18.4%
20 Campus Road
Totowa, New Jersey 07512

Medtronic, Inc. (4)                  Class A Common Stock           363,636             40.5%             9.1%
7000 Central Ave. NE
Minneapolis, MN  55482

Irwin M. Rosenthal (11)              Class A Common Stock           162,084              4.7%             4.1%
c/o Irwin Rosenthal
885 Third Avenue
21st Floor
New York, New York  10022

Daniel M.  Mulvena (12)            Class A Common Stock             120,000              3.4%             3.0%
6 Fuller Lane
Marblehead, Mass.  01945
EP MedSystems, Inc.                Series B Cumulative              280,000             100.0%            7.0%
58 Route 46 West                   Convertible Preferred
Budd Lake, NJ  07828               Stock

All officers and directors as a    Class A Common Stock             794,886             27.6%             19.9%
group (5 persons)(14)
</TABLE>
--------------
* Denotes less than 1%.

                                       6
<PAGE>
 (1) Unless otherwise set forth herein, all shares set forth are shares of the
     Company's Class A Common Stock. The Class A Common Stock has one vote per
     share and the Class B Common Stock has five votes per share. All shares are
     beneficially owned and sole voting and investment power is held by the
     persons named, except as otherwise noted.
 (2) Certain holders have agreed that up to a portion of his or its shares of
     the Class B Common Stock now converted to A Shares pursuant to the terms of
     the Private Placement completed October 29, 1999, are subject to transfer
     to the Company for no consideration upon the failure of certain conditions
     to occur by certain dates. So long as such shares are subject to such
     conditions, the holder may vote but not dispose of such shares.
 (3) Does not include shares of Class A Common Stock underlying options not
     exercisable within 60 days following November 22, 1999.
 (4) Represents shares of Class A Common Stock held by Medtronic Asset
     Management, Inc., a Minnesota corporation and a wholly-owned subsidiary of
     Medtronic through which Medtronic holds certain investments. The amount of
     shares beneficially owned by Medtronic is based upon a Schedule 13D filed
     by Medtronic and Medtronic Asset Management, Inc. on November 10, 1997.
 (5) Mr. Wall is a former director of the Company. Mr. Wall is currently an
     officer, a director and a principal stockholder of Vital Signs and an
     officer and director of Cathtech Corp., a privately-held corporation and
     wholly-owned subsidiary of Vital Signs ("Cathtech"). Such shares include
     139,607 shares of Class A Common Stock held directly by Mr. Wall, as
     reported in a Schedule 13G filed by Mr. Wall on February 14, 1997, and an
     option to purchase 50,000 shares of Class A Common Stock, which option is
     exercisable within 60 days of November 22, 1999. These shares also include
     the 311,953 shares of Class A Common Stock owned by Cathtech.
 (6) Cathtech is the beneficial owner of approximately 13% of the Common Stock
     of Ultramed. Vital Signs may be deemed to be a beneficial owner of the
     311,953 shares of Class A Common Stock owned by Cathtech. The amount of
     shares beneficially owned by Cathtech is based upon a Schedule 13G filed by
     Cathtech and Vital Signs on February 14, 1997.
 (7) Mr. Dimun is an officer and a director of Vital Signs and Cathtech. These
     shares do not include the 311,953 shares of Class A Common Stock owned by
     Cathtech, as to which Mr. Dimun disclaims beneficial ownership, since Mr.
     Dimun is not a principal stockholder of Vital Signs. These shares include
     an option to purchase 50,000 shares of Class A Common Stock, which option
     is exercisable within 60 days following November 22, 1999.
 (8) All of the shares have been pledged to Vital Signs as collateral for a loan
     and accounts payable, respectively. The pledgees disclaim beneficial
     ownership of such shares. The amount of shares beneficially owned by
     Ultramed is based upon a Schedule 13G filed by Ultramed on February 14,
     1997.
 (9) Includes (i) options granted by Ultramed to Dr. Vilkomerson to purchase
     from Ultramed 7,526 shares of Class A Common Stock, which options are
     exercisable within 60 days following November 22, 1999, and (ii) an option
     granted by the Company to Dr. Vilkomerson to purchase 90,000 shares of
     Class A Common Stock, which option is exercisable within 60 days following
     November 22, 1999. Excludes (i) options granted by Ultramed to Dr.
     Vilkomerson to purchase from Ultramed 1,882 shares of Class A Common Stock
     of the Company, which options are not exercisable within 60 days following
     November 22, 1999, and (ii) 234,544 shares of Class A Common Stock owned by
     Ultramed (of which he is an officer, director and approximately 13%
     stockholder), as to which Dr. Vilkomerson disclaims beneficial ownership.
     Also excludes an option to purchase 150,000 shares of Class A Common Stock,
     which option vested as to 50,000 shares on April 29, 1998, and vests as to
     50,000 on April 29, 1999, and as to 50,000 shares on April 29, 2000.
(10) Includes options granted by the Company to Mr. DeBernardis to purchase
     116,000 shares of Class A Common Stock, which options are exercisable
     within 60 days following November 22, 1999. Excludes (i) 10,006 shares of
     Class A Common Stock held in a trust for the benefit of Mr. DeBernardis'
     children, as to which Mr. DeBernardis disclaims beneficial ownership and
     (ii) options to purchase 4,000 shares of Class A Common Stock which are not
     yet vested. Also excludes an option to purchase 150,000 shares of Class A
     Common Stock, which option vests as to 50,000 shares on April 29, 1998, as
     to 50,000 shares on April 29, 1999, April 29, 1999, and as to 50,000 shares
     on April 29, 2000.
(11) Such shares include 16,667 shares of Class A Common Stock, and an option to
     purchase 16,667 shares of Class A Common Stock, issued to Mr. Rosenthal in
     connection with the Alliance Agreement. The option to purchase 16,667
     shares of Class A Common Stock is exercisable within 60 days following
     November 22, 1999. These shares also include an option to purchase 50,000
     shares of Class A Common Stock, which option is exercisable within 60 days
     following November 22, 1999.
(12) Includes options granted by the Company to Mr. Mulvena to purchase 70,000
     shares of Class A Common Stock, which options are exercisable within 60
     days following November 22,1999. These shares also include an option to
     purchase 50,000 shares of Class A Common Stock, which option is exercisable
     within 60 days following November 22, 1999.

                                       7
<PAGE>


(13) Includes 107,526 shares of Class A Common Stock and issuable upon exercise
     of options exercisable within 60 days following November 22, 1999. Excludes
     (i) 1,882 shares of Class B Common Stock underlying options that are not
     exercisable within 60 days following November 22, 1999 and (ii) options to
     purchase 104,000 shares of Class A Common Stock which are not yet vested.

(14) Options were issued to Dr. Vilkomerson, Mr. DeBernardis and Mr. Mulvena to
     purchase in the aggregate 290,000 shares of Class A Common Stock. These
     options however, are still awaiting shareholder approval and therefore, are
     not included in the Compensation Table or the Beneficial Ownership Table.
     Mr. Dimun, Mr. Rosenthal, and Mr. Mulvena were also issued options in the
     amount of 50,000 shares each of Class A Common Stock. These shares were not
     included because they are subject to shareholder approval and therefore,
     are not included in the Beneficial Ownership Tables.

                                       8
<PAGE>
Item 12. Certain Relationships and Related Transactions.

      Since October 1, 1992, Vital Signs has provided certain management
services to the Company and incurred certain out-of-pocket expenses on behalf of
the Company. In fiscal 1999, the Company paid Vital Signs approximately $26,004
for such services and costs incurred. Management believes that the fees incurred
by the Company did not exceed fees that would have been charged by unrelated
parties for similar services. Vital Signs provided legal services to the Company
for a portion of the fiscal year ended August 31, 1999.

      Pursuant to an agreement, dated July 7, 1995, between Alliance and the
Company the ("Alliance Agreement"), Alliance satisfied a bank loan of the
Company in the principal amount of $750,000 and in exchange, the Company agreed
to repay Alliance if the Company receives at least $23,040,000 in gross proceeds
from the exercise of the Class B Warrants. In November 1995, Alliance loaned the
Company $100,000, which loan bore interest at a rate of 9% per annum and was
repaid in January 1996. In January 1996, Alliance agreed to arrange for the
payment of $750,000 by certain of the Company's existing shareholders to repay a
demand note due by the Company to a bank in connection with the Company's
repurchase of rights under the HRT Agreement. Alliance paid $75,000 of the
$575,000.

      As of October 30, 1997, the Company amended certain provisions of the
Alliance Agreement. Under the terms of the Alliance Agreement, the Company had
agreed, among other things, to pay $750,000 to Alliance upon the receipt by the
Company of $23,040,000 in proceeds from the exercise of the Company's
outstanding Class B Warrants. The $750,000 Contingent Payment is reflected on
the Company's balance sheet as a capital contribution subject to repayment.
Under the terms of the Amendment to the Alliance Agreement, Alliance has agreed
to release and discharge the Company from making the Contingent Payment and the
Company has agreed to issue to Alliance (i) 50,000 shares of Class A Common
Stock and (ii) a six-year option to purchase 50,000 shares of Class A Common
Stock at an exercise price of $2.00 per share. Upon the closing of the
Amendment, the Contingent Payment was reclassified as equity of the Company.

      Irwin M. Rosenthal, is a director, and a partner of Alliance. Irwin M.
Rosenthal is also a partner of Graham & James LLP, counsel to the Company.

      For a description of employment and consulting agreements with, and
options granted to, certain officers and directors of the Company, see Item 10.
Executive Compensation.

Item 13. Exhibits, List and Reports On Form 8-K.

(a)      Exhibits.

3.1      Restated Certificate of Incorporation of the Company.(1)

3.2      Certificate of Amendment to Restated Certificate of Incorporation of
         the Company.(3)

3.3      By-Laws of the Company.(1)

4.1      Subscription Agreement, dated February 27, 1997, by and between the
         Company and EP MedSystems.(2)

4.2      Subscription Agreement, dated October 29, 1997, by and between the
         Company and Medtronic Asset Management, Inc.(4)

10.1     1995 Stock Option Plan of the Company.**(1)

10.2     Form of Indemnification Agreement to be entered into between the
         Company and each officer and Director of the Company.(1)

10.3     Employment Agreement, dated as of June 11, 1991 between the Company and
         Frank DeBernardis, as extended and amended.**(1)

                                       9
<PAGE>
            10.4    Employment Agreement, dated as of June 11, 1991 between the
                    Company and David Vilkomerson, as extended and
                    amended.**(1)

            10.5    Letter Agreement, dated as of May 12, 1995, between the
                    Company and Daniel Mulvena.**(1)

            10.6    Form of Medical Advisory Agreement between the Company and
                    Dr. Kurt Isselbacher.**(1)

            10.7    Form of Consulting Agreement between the Company and Daniel
                    Mulvena.**(1)

            10.8    Patent Assignment dated as of October 30, 1992 from
                    Catheter Technology to the EchoCath, Ltd.(1)

            10.9    Patent Assignment dated as of October 30, 1992 from
                    EchoCath, Ltd. to the Company.(1)

            10.10   Patent Assignment dated as of November 11, 1992 from
                    EchoCath, Ltd. to the Company.(1)

            10.11   Development and Licensing Agreement, by and between Heart
                    Rhythm Technologies, Inc. and the Company, effective as of
                    September 21, 1992.(1)

            10.12   Stock Purchase Agreement effective as of September 21, 1992
                    by and between the Company and Eli Lilly and Company.(1)

            10.13   Development, Supply and License Agreement dated September
                    24, 1993 by and between the Company and Bard Radiology,
                    C.R. Bard, Inc., as amended.(1)

            10.14   Lease Agreement, dated as of November 22, 1991, by and
                    between BGS Realty and EchoCath, Ltd.(1)

            10.15   Agreement, dated as of July 7, 1995 by and between the
                    Company and Alliance.(1)

            10.16   Agreement, dated as of July 14, 1995 by and between the
                    Company and Alliance.(1)

            10.17   Agreement, dated as of November 30, 1995, among the
                    Company, Guidant Corporation and Heart Rhythm Technologies,
                    Inc.(1)

            10.18   Agreement, dated as of January 3, 1996, among the Company,
                    Guidant Corporation and Heart Rhythm Technologies, Inc.(1)

            10.19   Form of Warrant Agreement among the Company, the D.H. Blair
                    and American Stock Transfer & Trust Company, including
                    forms of Class A and Class B Warrant Certificates.(1)

            10.20   Form of Stock Restriction Agreement among the Company,
                    certain holders of the Class B Common Stock and D.H. Blair
                    Investment Banking Corp.(1)

            10.21   Second Amendment to Lease effective April 1, 1996 by and
                    between the Company and BGS Realty.(5)

            10.22   Distribution Agreement, effective as of April 1, 1997, by
                    and between the Company and Medison.(6)

            10.23   License and Development Agreement, dated as of October 29,
                    1997, by and between the Company and Medtronic.(7)

            10.24   Agreement, dated October 30, 1997, by and between the
                    Company and Alliance.(8)

            10.25   Employment Agreement, dated as of March 10, 1998, between
                    the Company and David Vilkomerson.*(9)

[check mark]10.26   Forms of 6 1/2% Convertible Promissory Notes issued in 1999.

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<PAGE>

10.27    Forms of Warrants to purchase Class A Common Stock issued in 1999 to
         purchasers of 6 1/2% Convertible Promissory Notes.

10.28    Form of Warrants issued for Conversion of Class B Common Stock to Class
         A Common Stock.

24       Power of Attorney (included in signature page hereto).*

27       Financial Data Schedule.*

----------------

*   Filed herewith.

**  A management contract or compensatory plan or arrangement.

(1) Incorporated by reference to Registrant's Registration Statement on form
    SB-2 (Reg. No. 33-97688) which was declared effective by the Securities and
    Exchange Commission on January 17, 1996.

(2) Incorporated by reference to Exhibit 3 of the Company's Form 10-QSB for the
    quarter ended February 28, 1997.

(3) Incorporated by reference to Exhibit 4 of the Company's Form 10-QSB for the
    quarter ended February 28, 1997.

(4) Incorporated by reference to Exhibit 99.2 of the Company's Form 8-K dated
    October 31, 1997.

(5) Incorporated by reference to Exhibit 10.21 of the Company's Form 10-KSB for
    the fiscal year ended August 31, 1996.

(6) Incorporated by reference to Exhibit 10.22 of the Company's Form 10-QSB for
    the quarter ended May 31, 1997.

(7) Incorporated by reference to Exhibit 99.3 of the Company's Form 8-K dated
    October 31, 1997.

(8) Incorporated by reference to Exhibit 99.4 of the Company's Form 8-K dated
    October 31, 1997.

(9) Incorporated by reference to Exhibit 10.25 of the Company's Form 10-QSB for
    the quarter ended February 28, 1998.

(b) Reports on Form 8-K

      During the quarter ended August 31, 1999, no reports on Form 8-K were
filed by the Company.

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this Amendment to its Report to be signed on its behalf by the
undersigned, thereunto dulyauthorized.

                             ECHOCATH, INC.

                             By:  s/ Frank A.  DeBernardis
                                --------------------------
                                Frank A. DeBernardis, Chief Executive
                                Officer and President (principal executive
                                officer and principal financial and
                                accounting officer)

                                March 10, 2000


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