UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

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

               For the quarterly period ended: September 30, 2002

                                       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 0-26972

                          Swissray International, Inc.
             (Exact name of registrant as specified in its charter)

                Delaware                                 16-0950197
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                 Identification Number)

100 Grasslands Road, Elmsford, New York                      10523
(Address of principal executive offices)                  (Zip Code)

   New York (914) 345-3700                 Switzerland  011 41 41 914 12 00
              (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. [X] Yes [ ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of each of the issuer's class of common stock,
as of the latest practicable date.

The number of shares outstanding of each of the registrant's classes of common
stock, as of November 9, 2001 is 40,910,857 shares, all of one class of $.01 par
value common stock.

<PAGE>








                                TABLE OF CONTENTS

                                     PART I

Item 1.   Financial Statements                                           F1-F6

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                       3-5

Item 3.   Controls and Procedures                                          6

                                     PART II

Item 1.   Legal Proceedings                                                6

Item 2.   Changes in Securities and Use of Proceeds                        7

Item 3.   Defaults Upon Senior Securities                                  7

Item 4.   Submission of Matters to a Vote of Security Holders              7

Item 5.   Other Information                                                7

Item 6.   Exhibits and Reports on Form 8-K                                 7

Signatures                                                                 8

                                        2


<PAGE>

                           SWISSRAY INTERNATIONAL INC.
                           CONSOLIDATED BALANCE SHEET


                                     ASSETS
                                                  September 30,       June 30,
                                                       2002            2002
                                                  -------------     ------------
CURRENT ASSETS
Cash and cash equivalents                         $   176,006        $3,158,861
Accounts receivable, net of allowance for
doubtful accounts of $ 152,915 and $ 151,887          490,078         2,575,372
Inventories                                         4,301,782         4,354,516
Prepaid expenses and sundry receivables               742,176           743,859
                                                  -------------   --------------
Total Current Assets                                5,710,042        10,832,608
                                                  -------------   --------------
PROPERTY AND EQUIPMENT, at cost,                    6,021,539         6,177,068
                                                  -------------   --------------
OTHER ASSETS
Licensing agreement                                 1,489,972         1,614,136
Patents and trademarks                                110,896           118,445
Software develompent costs                            566,201           638,991
Security deposits                                      53,415            53,300
                                                 -------------    --------------
                                                    2,220,484         2,424,872
                                                 -------------    --------------
Total Assets                                     $ 13,952,065     $  19,434,548
                                                 =============    ==============



                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Current maturities of long-term debt             $       -        $      10,511
Notes payable - banks                               5,470,785         8,630,637
Notes payable - short-term                            750,000              -
Loan payable                                          135,426           134,260
Accounts payable                                    7,742,872         7,610,211
Accrued expenses                                    2,062,763         1,768,977
Customer deposits                                   2,634,387         2,437,160
                                                 -------------    --------------
TOTAL CURRENT LIABILITIES                          18,796,233        20,591,756
                                                 ------------     --------------
LONG-TERM DEBT, less current maturities                22,197            22,197
                                                 ------------     --------------
COMMON STOCK SUBJECT TO PUT                           319,985           319,985
                                                 ------------     --------------
STOCKHOLDERS' DEFICIT
Convertible Preferred Shares - Series B                  -            3,791,100
Convertible Preferred Shares - Serie C             32,000,000              -
Common stock                                          409,109           909,549
Additional paid-in capital                         87,238,868       114,941,328
Treasury Stock                                     (2,040,000)       (2,040,000)
Accumulated deficit                              (120,039,445)     (116,616,243)
Accumulated other comprehensive loss               (2,434,897)       (2,165,139)
Common stock subject to put                          (319,985)         (319,985)
                                                 -------------    --------------
TOTAL STOCKHOLDERS' DEFICIT                        (5,186,350)       (1,499,390)
                                                 -------------    --------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT      $ 13,952,065     $  19,434,548
                                                 =============    ==============

    The accompanying notes are an integral part of these financial statements

                                       F 1

<PAGE>

                           SWISSRAY INTERNATIONAL INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS


                                               Three Months Ended
                                                  September 30,
                                       --------------------------------------
                                            2002                    2001
                                       ------------           -------------
NET SALES                               $ 824,001              $ 4,168,325
COST OF SALES                           1,665,332                2,977,315
                                       ------------           -------------
GROSS PROFIT                             (841,331)               1,191,010
                                       ------------           -------------
OPERATING EXPENSES
Officers and directors compensation       160,901                  148,351
Salaries                                  801,821                  917,728
Selling                                   288,357                  687,986
Research and development                  468,236                  549,191
General and administrative                194,317                  220,944
Other operating expenses                  154,901                   90,741
Bad debts                                    -                          54
Depreciation and amortization             340,671                  317,285
                                       -----------             ------------
TOTAL OPERATING EXPENSES                2,409,204                2,932,280
                                       -----------             ------------
LOSS BEFORE OTHER INCOME (EXPENSES)    (3,250,535)              (1,741,270)
                                       -----------             ------------

Other income (expenses)                   (69,148)                 284,134
Interest expense                         (103,519)                (205,128)
                                       -----------              -----------
OTHER INCOME (EXPENSES)                  (172,667)                  79,006
                                       -----------              -----------
NET LOSS                             $ (3,423,202)           $  (1,662,264)
                                       ===========              ===========
NET LOSS PER COMMON SHARE            $     (0.06)            $       (0.02)
                                       ===========              ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                     58,047,867               84,532,134
                                       ===========              ===========

The accompanying notes are an integral part of these financial statements


                                      F 2
<PAGE>

                          SWISSRAY INTERNATIONAL INC.
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                   (Unaudited)


                                                   Three Months Ended
                                                     September 30,
                                              ----------------------------------
                                                  2002                2001
                                              -----------        ---------------
NET LOSS                                    $ (3,423,302)        $  (1,662,264)
Other comprehensive income (loss),
 net of tax
    Foreign translation adjustment              (269,758)             (855,576)
                                              -----------        ---------------
Comprehensive loss                          $ (3,693,060)        $  (2,517,840)
                                              ===========        ===============









   The accompanying notes are an integral part of these financial statements


                                       F 3

<PAGE>

                           SWISSRAY INTERNATIONAL INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                       3 Month Ended
                                                        September 30,
                                                 ----------------------------
                                                      2002          2001
CASH FLOWS FROM OPERATING ACTIVITES              ------------- --------------

Net loss                                          $(3,423,202)  $(1,662,264)
Adjustment to reconcile net loss to net
  cash used by operating activities
  Depreciation and amortization                       354,346       433,031
  Provision for bad debts                               1,028        11,062
    Amortization of deferred compensation                -            5,751

  (Increase) decrease in operating assets:
  Accounts receivable                               2,084,266      (178,496)
  Inventories                                          52,734      (520,939)
  Prepaid expenses and sundry receivables               1,683      (205,463)
  Increase (decrease) in operating liabilities:
  Accounts payable                                    132,661       741,758
  Accrued expenses                                    293,786       921,191
  Customers deposits                                  197,227       (48,493)
                                                 ------------- --------------
NET CASH USED BY OPERATING ACTIVITIES                (305,471)     (502,862)
                                                 ------------- --------------
CASH FLOW FROM INVESTING ACTIVITIES
  Acquisition of property and equipment                 5,686       (80,384)
  Other intangibles                                      -         (117,950)
  Security deposits                                      (115)      (13,004)
                                                 ------------- --------------
NET CASH USED BY INVESTING ACTIVITIES                   5,571      (211,338)
                                                 ------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from short-term borrowings              (3,159,852)      979,025
  Principal payment of short-term borrowings          740,655       (44,777)
  Loan receivable affiliates                             -          (30,756)
  Issuance of stock options for cash                    6,000        57,313
                                                 ------------- --------------
CASH PROVIDED BY FINANCING ACTIVITIES              (2,413,197)      960,805
                                                 ------------- --------------
EFFECT OF EXCHANGE RATE ON CASH                      (269,758)     (855,576)
                                                 ------------- --------------
NET INCREASE (DECREASE) IN CASH                    (2,982,855)     (608,971)
CASH AND CASH EQUIVALENT - beginning of year        3,158,861     1,588,490
                                                 ------------- --------------
CASH AND CASH EQUIVALENTS - end of year           $   176,006   $   979,519
                                                 ============= ==============


    The accompanying notes are an integral part of these financial statements

                                       F 4
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2001

         (1)The accompanying financial statements are unaudited. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted, although the Registrant believes that the disclosures are
adequate to make the information presented not misleading. It is suggested that
these condensed consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the Registrant's annual
report on Form 10-K for the fiscal year ended June 30, 2002.

         (2)In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments, consisting of only a
normal and recurring nature, necessary to present fairly the financial position
of the Registrant as of September 30, 2002 and the results of operations and
cash flows for the interim period presented. Operating results for the three
months ended September 30, 2002 are not necessarily indicative of the results to
be expected for the full year ending June 30, 2003.

         (3)INVENTORIES

                  Inventories are summarized by major classification as follows:

                                               September 30,      June 30,
                                               ---------------------------
                                                   2002             2002
                                                ----------       ----------

Raw materials, parts and supplies               $3,451,808       $3,643,866
Work in process                                    599,377          394,479
Finished goods                                     250,597          316,171
                                                ----------       ----------
                                                $4,301,782       $4,354,516
                                                ==========       ==========

Inventories are stated at lower of cost or market, with cost being determined on
the first-in, first-out (FIFO) method. Inventory cost includes material, labor,
and overhead.

         (4) SUBSEQUENT EVENT

On November 15, 2002, the Company entered into a Securities Purchase Agreement,
providing for the issue and sale by the Company to SWR Investments, LLC, a
Delaware limited liability company, of 12,000 shares of newly designated Series
E Convertible Participating Preferred Stock, for a purchase price of
$12,000,000. The purchaser has the option to purchase up to an additional 28,000
shares of newly-designated Series F Preferred Stock, for a price of $1,000 per
share, at any time until December 1, 2007. The Series E Preferred Stock and the
Series F Preferred Stock are senior in right of payment upon liquidation to all
other equity securities of the Company and bear a dividend, which if not paid in
cash is compounded quarterly, equal to 10% per annum of the liquidation value of
$1,000 per share. Upon a liquidation or upon certain extraordinary transactions
that are deemed liquidations, each share of the Series E Preferred Stock is
entitled to receive a liquidation preference, pari passu with the Series I
Preferred Stock but before any payment is made in respect of any other equity
security of the Company, equal to the sum of the liquidation value of $1,000 per
share and an additional preferential payment equal to 1 1/2 times the
liquidation value if the payment is made prior to the first anniversary of the
issuance of such share, two times the liquidation value if the payment is made
after the first and prior to the second anniversary of issuance, and 2 1/2 times
the liquidation value if the payment is made on or after the second anniversary
of the initial issuance (in each case subject to the pari passu claim of the
Series D Preferred Stock, the Series F Preferred Stock and certain management
employees of the Company in respect of shares of the preferred stock of the
Company to be held by them). Each share of the Series E Preferred Stock is
convertible at the option of the holder into a unit consisting of a share of
Series F Preferred Stock and a number of shares of Common Stock such that the
aggregate of all shares of Common Stock into which all the Series E Preferred
Stock is issuable equals 57 1/2% of the fully diluted Common Stock as of the
initial issuance of the Series E Preferred Stock. Whenever any matter
is put to the holders of the Common Stock for their vote, the holders of the
Series E Preferred Stock have the right to vote together with the holders of the
Common Stock in a single class, the holder of each such share having a number of
votes equal to the number of shares of Common Stock into which such share is
then convertible.

The Series F Preferred Stock has the same terms as the Series E Preferred Stock
as to seniority, the liquidation preferences and the dividend. The holdersof
such Series have no voting rights (except as required by law)and no conversion
right and, accordingly, do not have the common equity component of the Series E
Preferred Stock.

                                      F 5
<PAGE>

The Securities Purchase Agreement provides that concurrently with the closing of
the issuance and sale of the Series E Preferred Stock, pursuant to an Exchange
Agreement with the existing holders of the Company's Series C Preferred Stock,
such holders will surrender their shares of the Common Stock, all of their
shares of the Series C Preferred Stock, promissory notes of the Company with an
aggregate principal amount of $750,000 and a claim for reimbursement of expenses
in the amount of approximately $175,000. In exchange, such holders will receive
7,000 shares of newly designated Series D Preferred Stock and shares of newly
designated Series H Preferred Stock. The Series D Preferred Stock is pari passu
with the Series G Preferred Stock and the Series I Preferred Stock and junior in
right of payment to the Series E Preferred Stock and the Series F Preferred
Stock, and senior to the Common Stock, and bears a dividend, which if not paid
in cash is compounded quarterly, equal to 10% per annum of the liquidation value
of $1,000 per share, for an aggregate liquidation preference of $7,000,000. The
Series D Preferred Stock has no regular voting right and is not convertible. The
Series D Preferred Stock is redeemable at any time at the option of the Company
for a redemption price equal to the liquidation value of $1,000 per share plus
accrued and unpaid dividends.

The Series H Preferred Stock ranks on a parity with the Common Stock and is
entitled to no dividend except it's pro rata share of any dividend paid on the
Common Stock. Each share of the Series H Preferred Stock is convertible at any
time by the holders into a number of shares of the Common Stock such that the
conversion of all the shares of Series H Preferred Stock would result in the
holders thereof holding approximately 88% of the shares of Common Stock not held
by WR Investments, LLC and affiliates, provided that the Company has at the time
sufficient authorized but unissued shares of the Common Stock to carry out such
conversion. Whenever any matter is put to the holders of the Common Stock for
their vote, the holders of the Series H Preferred Stock have the right to vote
together with the holders of the Common Stock in a single class, the holder of
each such share having a number of votes equal to the number of shares of Common
Stock into which such shares is then convertible.

The Company is working diligently toward fulfilling the conditions to closing
the transactions described herein, and while there can be no assurance that an
early closing will occur, the Company expects the consummation of the
transactions described herein to occur prior to the end of November, 2002.



                                       F 6



<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATION

            All  references  herein  to  the  "Registrant"  refer  to   Swissray
International  Inc. All  references  herein to the "Company"  refer to Swissray
International, Inc. and its subsidiaries.

CAUTIONARY  STATEMENT FOR PURPOSES OF THE SAFE HARBOR  PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

            Statements in this discussion which are not historical facts may be
considered forward looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, including estimated cost savings to
be realized from restructuring activities and estimated proceeds from and timing
of facility sales. The words "believe," "expect," "anticipate," "estimate", and
similar expressions identify forward looking statements. Any forward looking
statements involve risks and uncertainties that could cause actual events or
results to differ, perhaps materially, from the events or results described in
the forward looking statements. Readers are cautioned not to place undue
reliance on these forward looking statements, which speak only as of their
dates. The Company undertakes no obligation to publicly update or revise any
forward looking statements, whether as a result of new information, future
events or otherwise. Risks associated with the Company's forward looking
statements include, but are not limited to, risks associated with the Company's
history of losses and uncertain profitability, need for market acceptance of the
ddR-Systems, reliance on a single product, reliance on large customers, risks
associated with the Company's international operations, currency fluctuations,
the risk of new and different legal and regulatory requirements, governmental
approvals, tariffs and trade barriers, risks associated with competition and
technological innovation by competitors, dependence on patents and proprietary
technology, general economic conditions and conditions in the healthcare
industry, reliance on key management, limited manufacturing history with respect
to the ddR-Systems, dependence on sole source suppliers, future capital needs
and uncertainty of additional financing, potential recalls and product
liability, dilution, effects of outstanding convertible debentures, limited
public market, liquidity, possible volatility of stock price, recently adopted
new listing standards for NASDAQ securities and environmental matters.

         The following discussion and analysis should be read in conjunction
with the Consolidated Financial Statements, related notes and other information
included in this quarterly report on Form 10-Q.

General

The Company has undertaken significant effort to attract liquidity to deliver
its backlog, which has grown as of date of filling to approximately USD 10,1
Mio. However, due to the lack of sufficient liquidity the Company has been
unable to deliver most of its backlog. Results of Operation has been strongly
impacted by this deficiency and are therefore not reflecting the market
potential and market position of the company accurately.

                                       3
<PAGE>

THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2002 COMPARED TO THREE-MONTH PERIOD ENDED
SEPTEMBER 30, 2001

RESULTS OF OPERATIONS

         Net sales amounted to $824,001 for the three-month period ended
September 30, 2002, compared to $4,168,325 for the three-month period ended
September 30, 2002. Sales of ddR-Systems decreased by 91.3% or $3,304,908,
Service revenue decreased by 2.8% or $10,120, sale of Information Solution
decreased by 39.5% or $15,560 and conventional x-ray decreased by 27.7% or
$18,488 whereas conventional OEM-Business increasing by 6.2% or $4,752.
The total decrease of 80.2% or 3,344,324 is due to the company's inability to
finance its backlog.

         Gross profit amounted to $(841,331)or (102.1)% of net sales or the
three-month period ended September 30, 2002, compared to $1,191,010 or 28.6% of
net sales for the three-month period ended September 30, 2001.

         Operating expenses were $2,409,204, or 292.4% of net revenues, for the
three-month period ended September 30, 2002, compared to $2,932,280, or 70.35%
of net revenues for the three-month period ended September 30, 2001. The
principal items were salaries (net of officers and directors compensation) of
$801,821 or 97.3% of net sales for the three-month period ended September 30,
2002 compared to $917,728 or 22.0% of net sales for the three-month period ended
September 30, 2001 and selling expenses of $288,357 or 35% of net sales for the
three-month period ended September 30, 2002 compared to $687,986 or 16.5% of net
sales for the three-month period ended September 30, 2001. Research and
development expenses were $468,236 or 56.8% of net sales for the three-month
period ended September 30, 2002 compared to $549,191 or 13.2% of net sales for
the three-month period ended September 30, 2001. The overall savings in
operating expenses of $523,076 or 17.8% is due to the companies effort to the
careful adjustment of its resources without limiting its growth potential after
its planned recapitalization.

         Interest expense decreased to $103,519 for the three months ended
September 30, 2002 compared to $205,128 for the three months ended September 30,
2001. This decrease is primarily due to the decrease of interest expense for
accrual of penalty interest on periodic payments required by terms of financing
agreements.

FINANCIAL CONDITION

September 30, 2002 compared to June 30, 2002

         Total assets of the Company on September 30, 2002 decreased by
$5,482,483 to $13,952,065 from $19,434,548 on June 30, 2002, primarily due to
the decrease of current assets. Current assets decreased by $5,122,566 to
$5,710,042 on September 30, 2002 from $10,832,608 on June 30, 2002. The decrease
in current assets is attributable to the decrease in cash of $ 2,982,855 and the
decrease of accounts receivable of $2,085,294, the decrease of inventories of
$52,734 and the decrease of prepaid expenses and sundry receivables of $1,683.
Other assets decreased $204,388 to $2,220,484 on September 30, 2002 from
$2,424,872 on June 30, 2002. The decrease is primarily attributable to the
amortization of the licensing agreement, patents & trademark and software
development cost.

                                        4

<PAGE>

         On September 30, 2002, the Company had total liabilities of $19,138,415
compared to $20,933,938 on June 30, 2002. On September 30, 2002, current
liabilities were $18,796,233 compared to $20,591,756 on June 30, 2002. Working
capital at September 30, 2002 was $(13,086,911) compared to $(9,759,148) at June
30, 2002.

CASH FLOW AND CAPITAL EXPENDITURES THREE MONTH PERIOD ENDED SEPTEMBER 30, 2002
COMPARED TO THREE MONTH PERIOD ENDED SEPTEMBER 30, 2001.

         Cash used for operating activities for the three months ended September
30, 2002 was $305,471 compared to $502,862 for the three months ended September
30, 2001. Cash inflow from investing activities was $ 5,571 for the three months
ended September 30, 2002 compared to cash used of $211,338 for the three months
ended September 30, 2001. Cash used from financing activities for the three
months ended September 30, 2002 was $ 2,413,197 compared to cash provided of
$960,805 for three months ended September 30, 2001.

LIQUIDITY

         The Company anticipates that its use of cash will be substantial for
the foreseeable future. In particular, management of the Company expects
substantial expenditures in connection with the production of the planned
increase of sales, the continuation of the strengthening and expansion of the
Company's marketing organization and, to a lesser degree, ongoing research and
development projects. The Company expects that funding for these expenditures
will be available out of the Company's, future cash flow and/or issuance of
equity and/or debt securities.

         However, the availability of a sufficient future cash flow will depend
to a significant extent on the marketability of the Company's ddR-Systems.
Accordingly, the Company may be required to issue additional convertible
debentures or equity securities to finance such capital expenditures and working
capital requirements. There can be no assurance whether or not such financing
will be available on terms satisfactory to management.

         Reference is herewith made to the Company's Form 10-K for fiscal year
ended June 30, 2002 and in particular to the Management's Discussion and
Analysis section thereof which summarizes most recent financing activities.

                  Reference is further made to the Company's current report on
Form 8-K filed November 12, 3003. As stated therein, the Company and its major
shareholders have entered an advanced stage of negotiation for the acquisition
by a U.S.-based private equity firm of a majority of the capital stock of the
Company, pursuant to discussions begun under a non-binding letter of intent
executed in October. The Company believes that the transaction may be completed
as soon as the end of November and, if completed, would provide a substantial
infusion of capital, sufficient to permit the Company to fund its day-to-day
operations for the near future.

                  A transaction such as this would allow the Company to continue
in operation and would preserve for the Company's common shareholders a residual
interest, however modest, in the Company's equity value. But it is likely that
the shareholders, who currently are subordinated in right of payment upon
liquidation to $32,000,000 face amount of preferred shares, would as a result of
the proposed transaction be subordinated to a much greater amount of preferred
stock, and could not expect to recover any substantial value in the foreseeable
future if at all.

                  The planned transaction will go far toward resolving the
Company's liquidity problems, which have been approaching a critical stage. The
Company's operations are not providing and have not provided in the past
positive cash flow and, as it has indicated in its public announcements to date,
the Company will need additional financing to survive. If the planned
transaction, or an alternative new financing, is not secured within the coming
weeks, the Company's would not be able to continue as a going concern.

         The Company borrowed $750,000 from one of its stockholders, Kew Court
LLC, during the quarter ended September 30, 2002 and has not engaged in any
other financing activities during the quarter ended September 30, 2002.

EFFECT OF CURRENCY ON RESULTS OF OPERATIONS

         The result of operations and the financial position of the Company's
subsidiaries outside of the United States is reported in the relevant foreign
currency (primarily in Swiss Francs) and then translated into US dollars at the
applicable foreign exchange rate for inclusion in the Company's consolidated
financial statements. Accordingly, the results of operations of such
subsidiaries as reported in US dollars can vary significantly as a result of
changes in currency exchange rates (in particular the exchange rate between the
Swiss Franc and the US dollar).

                                        5

<PAGE>

Item 3.  CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer (collectively, the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for us. Such officers have concluded (based
upon their evaluation of these controls and procedures as of a date within 90
days of the filing of this report) that our disclosure controls and procedures
are effective to ensure that information required to be disclosed by us in this
report is accumulated and communicated to management, including our principal
executive officers as appropriate, to allow timely decisions regarding required
disclosure.

The Certifying Officers also have indicated that there were no significant
changes in our internal controls or other factors that could significantly
affect such controls subsequent to the date of their evaluation, and there were
no corrective actions with regard to significant deficiencies and material
weaknesses.

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings

A. DISPUTE WITH J. DOUGLAS MAXWELL. On or about July 1, 1999 an action was
commenced in the Supreme Court, State of New York, County of New York (Index
No.113099/99) entitled J. Douglas Maxwell ("Maxwell") against Swissray
International, Inc. ("Swissray"), whereby Maxwell is seeking judgment in the sum
of $380,000 based upon his interpretation of various terms and conditions
contained in an Exchange Agreement between the parties dated July 22, 1996 and a
subsequent Mutual Release and Settlement Agreement between the parties dated
June 1, 1998. Swissray has denied the material allegations of Maxwell's
complaint and has asserted three affirmative defenses and two separate
counterclaims seeking (amongst other matters) dismissal of the complaint and
recision of the settlement agreement. An order was made on July 24, 2000
granting to Maxwell partial summary judgement on portion of his claim for
approximately $320,000 plus interest. Maxwell's application for judgement on the
balance of his claim and has been dismissed.

B. Dispute with Elscint Ltd. In August 1998 the Company entered into a global
distributorship agreement for its ddRMulti with Elscint Ltd. of Haifa to sell
and service such product in 14 countries in Europe, Canada, South America and
Africa. Soon thereafter almost all of the assets of Elscint Ltd. were sold to
Picker International and GE Medical Systems respectively. Neither Picker
International nor GE Medical Systems have executed or honored the
distributorship agreement as of the date hereof and therefore the Company was
unable to sell the anticipated 75 ddRMulti (partially anticipated to be sold
through Elscint Ltd.) within the fiscal year 98/99 as originally planned. The
Company is currently contemplating instituting legal proceedings against Elscint
Ltd. absent receipt of acceptable settlement offer.

C. Settlement of Dispute With Liviakis Financial Communications, Inc. ("LFC")
Those SRMI shares of common stock issued to LFC in accordance with two
consulting agreements heretofore entered into between the parties had been the
subject of dispute for quite some time. Summarized information with respect to
such consulting agreements appears in SRMI's 10-K for fiscal year ended June 30,
2001 at Item 1 thereto entitled "Business - Consulting Agreements with LFC" and
reference is made thereto with respect to the various terms and conditions
contained therein. These agreements have since terminated and there is no
present relationship between SRMI and LFC other than by virtue of LFC's
ownership of SRMI securities. In early November 2001 the parties negotiated a
settlement to this dispute whereby LFC waived its rights to 526,000 of the
3,526,000 shares previously issued to it in accordance with the aforesaid
consulting agreements and all claims between them are now resolved.

D. Commencement of Patent Infringement Suit In March 2000 Swissray filed (before
the Tribunal de Grande Instance de Marseille) a patent infringement suit against
a firm known as Apelem alleging that the French part of its European patent
number EP 862 748 was infringed by virtue of the production/offer/sale of x-ray
equipment by Apelem. Apelem has not as yet filed a material answer and the
period for filing opposition does not expire until January 2002.

                                        6
<PAGE>

Item 2. CHANGES IN SECURITIES

         None

Item 3. DEFAULTS UPON SENIOR SECURITIES

         None

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

         Not applicable

Item 5. OTHER INFORMATION

         Not applicable

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

   (a)  Exhibits

        99.1 Certification of CEO
        99.2 Certification of CFO

   (b)  8-K with date of report of August 14, 2002 filed September 15, 2002
        8-K with date of report of September 24, 2002 filed September 26, 2002







                                        7
<PAGE>


                                   SIGNATURES

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

                                      SWISSRAY INTERNATIONAL, INC.

                                By:\S\Ruedi G. Laupper
                                      ----------------
                                      Ruedi G. Laupper, Chairman of the
                                      Board of Directors, President and
                                      Chief Executive Officer

Date:  November 19, 2002

                                        7
<PAGE>

           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of Swissray International, Inc.
on Form 10-Q for the quarter ended September 30, 2002, as filed with the
Securities and Exchange Commission on the date hereof, I, Ruedi G. Laupper, the
Chief Executive Officer of the Company, certify, pursuant to and for purposes of
18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, that:

         1. I have reviewed this quarterly report on Form 10-Q of Swissray
International Inc.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order; to make the statements made, in light of the circumstances under which
such statements were made not, not misleading;

         3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officer and I are responsible for
establishing and maintaining internal controls and have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  b) evaluated the effectiveness of the registrant's internal
         controls and procedures as of a date within 90 days prior to this
         quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
         the effectiveness of our internal controls based on our evaluation as
         of the Evaluation Date;

         5. The registrant's other certifying officer and I have disclosed
to the registrant's auditors and the audit committee of the  registrant's  board
of directors  (or persons  performing  the equivalent function):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weakness in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls; and

         6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 19, 2002                        /s/ Ruedi G. Laupper
                                                   ----------------
                                             Name: Ruedi G. Laupper
                                             Title: Chief Executive Officer

                                        8

<PAGE>

           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of Swissray International, Inc.
on Form 10-Q for the quarter ended September 30, 2002, as filed with the
Securities and Exchange Commission on the date hereof, I, Michael Laupper, the
Chief Financial Officer of the Company, certify, pursuant to and for purposes of
18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, that:

         1. I have reviewed this quarterly report on Form 10-Q of Swissray
International, Inc.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order; to make the statements made, in light of the circumstances under which
such statements were made, not misleading;

         3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officer and I are responsible for
establishing and maintaining internal controls and have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  b) evaluated the effectiveness of the registrant's internal
         controls and procedures as of a date within 90 days prior to this
         quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
         the effectiveness of our internal controls based on our evaluation as
         of the Evaluation Date;

         5. The registrant's other certifying officer and I have disclosed
to the registrant's auditors and the audit committee of the  registrant's  board
of directors  (or persons  performing  the equivalent function):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weakness in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls; and

         6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 9, 2002                      /s/  Michael Laupper
                                                 ---------------
                                            Name:  Michael Laupper
                                            Title: Chief Financial Officer

                                       9