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: March 31, 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)

                New York                                 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)


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


The number of shares outstanding of each of the registrant's classes of common
stock, as of April 06, 2002 is 90,788,663 shares, all of one class of $.01 par
value common stock.








<PAGE>









                                TABLE OF CONTENTS

                                     PART I

Item 1.   Financial Statements                                           F1-F5

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                       3-7

Item 3.   Quantitative and Qualitative Disclosures About Market Risk       7

                                     PART II

Item 1.   Legal Proceedings                                                8

Item 2.   Changes in Securities and Use of Proceeds                        8

Item 3.   Defaults Upon Senior Securities                                  8

Item 4.   Submission of Matters to a Vote of Security Holders              8

Item 5.   Other Information                                                8

Item 6.   Exhibits and Reports on Form 8-K                                 9

Signatures                                                                 10


<PAGE>



                           SWISSRAY INTERNATIONAL INC.

                           CONSOLIDATED BALANCE SHEET

                                     ASSETS


                                                  March 31,         June 30,
                                                    2002             2001
                                                --------------   --------------
                                                 (Unaudited)

CURRENT ASSETS
Cash and cash equivalents                        $  1,429,927    $  1,588,490
Accounts receivable, net of allowance
 for doubtful accounts of $ 140,137
 and $ 134,700                                      2,150,332       2,104,385
Inventories                                         4,281,954       4,278,360
Prepaid expenses and sundry receivables               690,977         786,425
                                                  ------------     ------------
Total Current Assets                                8,553,190       8,757,660
                                                  ------------     ------------

PROPERTY AND EQUIPMENT, at cost                     6,239,230       6,417,753
                                                  ------------     ------------
OTHER ASSETS
Loan receivable affiliates                            949,187         963,249
Licensing agreement                                 1,738,301       2,110,794
Patents and trademarks                                125,653         145,782
Software develompent costs                            175,265         161,099
Security deposits                                      52,912          33,546
Goodwill                                            1,119,686       1,216,352
                                                  ------------     ------------
TOTAL OTHER ASSETS                                  4,161,004       4,630,822
                                                  ------------     ------------
Total Assets                                     $ 18,953,424    $ 19,806,235
                                                  ============     ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Current maturities of longterm debt              $     12,505    $     40,495
Notes payable - banks                               6,174,878       2,262,481
Notes payable - short-term                               -          3,045,226
Loan payable                                          117,118         110,634
Accounts payable                                    5,930,818       4,995,528
Accrued expenses                                    2,002,884       1,885,586
Customer deposits                                   1,334,464       1,505,333
                                                  ------------     ------------
TOTAL CURRENT LIABILITIES                          15,572,667      13,845,283
                                                  ------------     ------------

LONG-TERM DEBT, less current maturities                40,904          10,511
                                                  ------------     ------------

COMMON STOCK SUBJECT TO PUT                           319,985         319,985
                                                  ------------     ------------

STOCKHOLDERS' EQUITY
Convertible Preferred Shares  Serie B               3,791,100            -
Common stock                                          906,877         843,809
Additional paid-in capital                        114,856,298     112,088,028
Treasury Stock                                     (2,040,000)     (2,040,000)
Deferred compensation                                    -            (16,291)
Accumulated deficit                              (112,772,267)   (103,590,902)
Accumulated other comprehensive loss               (1,402,155)     (1,334,203)
Common stock subject to put                          (319,985)       (319,985)
                                                  ------------     ------------
TOTAL STOCKHOLDERS' EQUITY                          3,019,868       5,630,456
                                                  ------------     ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 18,953,424    $ 19,806,235
                                                  ============     ============



                                   F 1

<PAGE>

                           SWISSRAY INTERNATIONAL INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS


                                                      Nine Months Ended
                                                          March 31,
                                                -------------------------------
                                                 2002                2001
                                               -----------        ------------
NET SALES                                    $ 14,543,155        $ 14,378,418
COST OF SALES                                  10,702,273          10,435,413
                                               -----------        ------------
GROSS PROFIT                                    3,840,882           3,943,005
                                               -----------        ------------
OPERATING EXPENSES
Officers and directors compensation               487,122             481,879
Salaries                                        2,628,480           3,025,177
Selling                                         2,659,823           2,880,856
Research and development                        2,377,838           1,923,877
General and administrative                        621,650             490,928
Other operating expenses                          382,733             328,423
Bad debts                                              54               5,578
Depreciation and amortization                     971,589             995,837
                                               -----------        ------------
TOTAL OPERATING EXPENSES                       10,129,289          10,132,555
                                               -----------        ------------
LOSS BEFORE OTHER INCOME (EXPENSES)            (6,288,407)         (6,189,550)

Other income                                      220,785             314,434
Interest expense                                 (529,843)         (1,815,128)
                                               -----------        ------------
OTHER INCOME (EXPENSES)                          (309,058)         (1,500,694)
                                               -----------        ------------
NET LOSS                                       (6,597,465)         (7,690,244)

Imputed Preferred Stock Dividend               (2,583,900)           (107,450)
                                               -----------        ------------
Loss available to common shareholders        $ (9,181,365)       $ (7,797,694)
                                               ===========        ============
LOSS PER COMMON SHARE                        $      (0.11)       $      (0.16)
                                               ===========        ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                             84,509,500          47,656,704
                                               ===========        ============



                                      F 2
<PAGE>


                           SWISSRAY INTERNATIONAL INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS



                                                       Three Months Ended
                                                            March 31,
                                                    ---------------------------
                                                       2002             2001
                                                    -----------      ----------
NET SALES                                          $ 6,341,307      $ 4,737,664
COST OF SALES                                        4,580,212        3,159,808
                                                    -----------      ----------
GROSS PROFIT                                         1,761,095        1,577,856
                                                    -----------      ----------
OPERATING EXPENSES
Officers and directors compensation                    144,743          152,971
Salaries                                               803,835          919,445
Selling                                                537,821          774,732
Research and development                               495,383          585,388
General and administrative                             209,303          139,048
Other operating expenses                               150,869           92,206
Bad debts                                                 -               5,578
Depreciation and amortization                          239,231          335,690
                                                    -----------      ----------
TOTAL OPERATING EXPENSES                             2,581,185        3,005,058
                                                    -----------      ----------
LOSS BEFORE OTHER INCOME (EXPENSES)                   (820,090)      (1,427,202)

Other income (expenses)                                    882          (11,647)
Interest expense                                      (105,840)        (241,359)
                                                    -----------      ----------
OTHER INCOME (EXPENSES)                               (104,958)        (253,006)
                                                    -----------      ----------
NET LOSS                                           $  (925,048)     $(1,680,208)
                                                    ===========      ==========
LOSS PER COMMON SHARE                              $     (0.01)     $     (0.02)
                                                    ===========      ==========
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                 90,428,219       84,026,908
                                                    ===========      ==========


                                      F 3
<PAGE>

                           SWISSRAY INTERNATIONAL INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                        Nine Months Ended
                                                            March 31,
                                                       -----------------------
                                                          2002          2001
                                                        ---------    ----------
CASH FLOWS FROM OPERATING ACTIVITES
Net loss                                              $(6,597,465)  $(7,690,244)
Adjustments to reconcile net loss to net
 cash used by operating activities:
 Depreciation and amortization                          1,021,232     1,054,833
 Provision for bad debts                                    8,106       (94,002)
 Operating expenses through issuance of
  stock options and common stock to be issued                -           60,000
 Issuance of common stock in lieu of
  interest payments                                          -        3,508,562
 Interest expense on "Promissory Note" converted
  into Preferred Shares                                   372,600          -
 Amortization of deferred compensation                     16,291       998,399

(Increase) decrease in operating assets:
 Accounts receivable                                      (54,053)      860,783
 Inventories                                               (3,594)   (1,006,795)
 Prepaid expenses and sundry receivables                   95,447      (121,854)

Increase (decrease) in operating liabilities:
 Accounts payable                                         935,290     1,264,943
 Accrued expenses                                         535,798    (1,220,046)
 Restructuring                                               -         (100,000)
 Customers deposits                                      (170,869)      370,136
                                                        ---------    ----------
NET CASH USED BY OPERATING ACTIVITIES                  (3,841,217)   (2,115,285)
                                                        ---------    ----------
CASH FLOW FROM INVESTING ACTIVITIES
 Acquisition of property and equipment                   (254,819)     (426,216)
 Other intangibles                                       (112,767)       (5,575)
 Security deposits                                        (19,366)        4,344
                                                        ---------    ----------
NET CASH USED BY INVESTING ACTIVITIES                    (386,952)     (427,447)
                                                        ---------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from short-term borrowings                    3,912,397    (1,158,867)
 Proceeds related to debentures                              -      (14,067,294)
 Principal payment of short-term borrowings               (66,732)    1,689,380
 Principal payment of long-term borrowings                 30,393       (32,106)
 Decrease in restricted cash                                 -        1,385,600
 Loan receivable affiliates                                14,062      (252,530)
 Issuance of common stock for cash                           -       14,222,619
 Issuance of stock options for cash                       247,438       150,000
                                                        ---------    ----------
CASH PROVIDED BY FINANCING ACTIVITIES                   4,137,558     1,936,802
                                                        ---------    ----------
EFFECT OF EXCHANGE RATE ON CASH                           (67,952)     (288,880)
                                                        ---------    ----------
NET DECREASE IN CASH                                     (158,563)     (894,810)
CASH AND CASH EQUIVALENT - beginning of period          1,588,490     3,011,183
                                                        ---------    ----------
CASH AND CASH EQUIVALENTS - end of period             $ 1,429,927   $ 2,116,373
                                                        =========    ==========






                                       F 4

<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2002

         (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, 2001.

         (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 March 31, 2002 and the results of operations and cash
flows for the interim period presented. Operating results for the nine months
ended March 31, 2002 are not necessarily indicative of the results to be
expected for the full year ending June 30, 2002.

         (3)INVENTORIES

               Inventories are summarized by major classification as follows:
                                               March 31,      June 30,
                                          ---------------------------
                                              2002             2001
                                           ----------       ----------
Raw materials, parts and supplies         $ 3,420,637       $2,750,510
Work in process                               553,162          749,938
Finished goods                                308,155          777,912
                                           ----------       ----------
                                            4,281,954       $4,278,360
                                           ==========      ==========
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) CONVERTIBLE PREFERRED SHARES - SERIES B

On December 29, 2000 the Company borrowed $3,000,000 from Kew Court LLC ("Kew
Court") in accordance with a promissory note bearing interest at the rate of
2.025% per month and due and payable on or before December 29, 2001. The
promissory note and related security agreement were collateralized by the
Company's inventory and accounts receivable and further provided (amongst other
matters) that in the event of default the principal sum due on the note shall
bear interest (commencing December 29, 2001) at the rate of 5% per 30 calendar
day period as liquidated damages. Shortly prior to the December 29, 2001 due
date on the promissory note (and with no portion of the principal or interest
thereon having been paid) the Company entered into negotiations with Kew Court
in an effort to resolve this matter through means other than cash repayment.
Such negotiations concluded with Kew Court agreeing to cancel the aforesaid
indebtedness evidenced by the promissory note inclusive of all interest due
thereunder and further agreed to release the security interests which served as
collateral thereunder in exchange for the Company issuing to Kew Court
convertible preferred shares having a face value approximating $3,800,000 with
the right to convert same into 18,750,000 restrictive shares of Company common
stock. The convertible preferred shares do not bear any interest nor does the
Company have any obligation to file a Registration Statement to register either
the convertible preferred shares or the underlying shares of Company common
stock heretofore referred to. The Company has the right to repurchase the
aforesaid underlying shares of common stock through September 30, 2002 at an
agreed upon price of $0.80 per share.

                                       F 5

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

            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, limited public market, liquidity, possible volatility of
stock price 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.

         (a)THREE-MONTH PERIOD ENDED March 31, 2002 COMPARED TO THREE-MONTH
         PERIOD ENDED MARCH 31, 2001

         Net sales amounted to $6,341,307 for the three-month period ended March
31, 2002, compared to $4,737,664 for the three-month period ended March 31,
2001, an increase of $1,603,643, or 33.85% form the three-month period ended
March 31, 2001.

         Sales of ddR-Systems increased by 36.54% or $1,530,227 and conventional
x-ray increased by 104.52% or $167,196.

         The 33.85% increase in net sales was slightly offset by a decrease of
service revenue by 2.3% or $6,269, conventional OEM-Business decreasing by
47.89% or $26,819 and a decrease of sales of Information Solution by 100% or
$60,692.

         The Company's overall sales and marketing strategy includes the use of
a direct sales force, distribution agreements with other medical imaging
companies, local distributors and OEM agreements. The decrease of Information
Solution is due to the Companies focus in the USA, the single largest market for
the Company, to sell its ddR-products mainly through distribution agreements
which are providing similar services to the End User, whereas the decease in
conventional OEM-Business is due to the Company's conscious effort of promoting

                                      -3-

<PAGE>

sales of ddR-Systems with a corresponding decline of interest in sales of
conventional x-ray and conventional OEM-Business.

         Gross profit amounted to $1,761,095 or 27.77% of net sales for the
three-month period ended March 31, 2002, compared to $1,577,856 or 33.3% of net
sales for the three-month period ended March 31, 2001.

         The decrease in gross profit as a percentage of net revenues is
attributable to a fraction of higher unit sales, a lower average selling price
due to the concentration on strong ddR-distribution agreements versus direct
sales and the increase of ddR Sales as a percentage of total sales.

         Operating expenses were $2,581,185, or 40.7% of net revenues, for the
three-month period ended March 31, 2002, compared to $3,005,058, or 63.43% of
net revenues for the three-month period ended March 31, 2001.

         The principle items were salaries (net of officers and directors
compensation) of $803,835 or 12.68% of net sales for the three-month period
ended March 31, 2002 compared to $919,445 or 19.41% of net sales for the three-
month period ended March 31, 2001 and selling expenses of $537,821 or 8.48% of
net sales for the three-month period ended March 31, 2002 compared to $774,732
or 16.35% of net sales for the three-month period ended March 31, 2001. Research
and development expenses were $495,383 or 7.81% of net sales for the three-month
period ended March 31, 2002 compared to $585,388 or 12.36% of net sales for the
three-month period ended March 31, 2001.

         Officers and directors compensation was $144,743 or 2.28.% of net sales
for the three-month period ended March 31, 2002 compared to $152,971 or 3.23% of
net sales for the three-month period ended March 31, 2001. General and
administrative expenses were $209,303 or 3.3% of net sales for the three-month
period ended March 31, 2002 compared to $139,048 or 2.93% of net sales for the
three-month period ended March 31, 2001 and other operating expenses were
$150,869 or 2.38% of net sales for the three-month ended March 31, 2002 compared
to $92,206 or 1.95% of net sales for the three-month ended March 31, 2001.

         The overall decrease of operating expenses of $423,873 or 14.1% for
the three month period ended March 31, 2002 versus the three month period ended
March 31, 2001 is primarily due to managements ongoing cost saving programs
including but not limited to reengineering its marketing and sales processes.
Although the company is still very active in developing new revolutionary
products including the expert(TM)4000 Research and Development expenses have
decreased for the three month period ended March 31, 2002. The expert(TM)4000 is
a comprehensive system management and communication system for all ddR systems,
linking SwissVision(R) with the Company's expert(TM)-center. This state of the
art control console offers the ultimate in workflow improvement as well as
easier and faster access to all expert(TM)-center services.

         Interest expenses decreased to $105,840 for the three-months ended
March 31, 2002 compared to $241,359 for the three-months ended March 31, 2001.
This decrease is primarily due to the lack of interest expense for promissory
notes in the three-month period ended March 31, 2002.

         (b)NINE-MONTH PERIOD ENDED MARCH 31, 2002 COMPARED TO NINE-MONTH PERIOD
         ENDED MARCH 31, 2001

         Net sales amounted to $14,543,155 for the nine-month period ended March
31, 2002, compared to $14,378,418 for the nine-month period ended March 31,
2001, an increase of $164,737, or 1.15% form the nine-month period ended March
31, 2001.

Sales of ddR-Systems increased by 20.74% or $2,158,109, service revenue
increased by 16.5% or $160,060 and conventional x-ray increased by 72.67% or

                                      -4-

<PAGE>

$196,094. The 1.15% increase in net sales was offset due to a decrease in sales
of Information Solution by 95.26% or $1,599,534 and conventional OEM-Business
decreasing by 71.24% or $750,993.

         The Company's overall sales and marketing strategy includes the use of
a direct sales force, distribution agreements with other medical imaging
companies, local distributors and OEM agreements. The decrease of Information
Solution is due to the Companies focus in the USA, the single largest market for
the Company, to sell its ddR-products mainly through distribution agreements
which are providing similar services to the End User, whereas the decease in
conventional OEM-Business is due to the Company's conscious effort of promoting
sales of ddR-Systems with a corresponding decline of interest in sales of
conventional x-ray and conventional OEM-Business.

         Gross profit amounted to $3,840,882 or 26.41% of net sales for the
nine-month period ended March 31, 2002, compared to $3,943,005 or 27.42% of net
sales for the nine-month period ended March 31, 2001.

         The slight decrease in gross profit as a percentage of net revenues is
attributable to a fraction of higher unit sales, a lower average selling price
due to the concentration on strong ddR-distribution agreements versus direct
sales and the increase of ddR sales as a percentage of total sales.

         Operating expenses were $10,129,289, or 69.65% of net revenues, for the
nine-month period ended March 31, 2002, compared to $10,132,555, or 70.47% of
net revenues for the nine-month period ended March 31, 2001.

         The principle items were salaries (net of officers and directors
compensation) of $2,628,480 or 18.07% of net sales for the nine-month period
ended March 31, 2002 compared to $3,025,177 or 21.04% of net sales for the nine-
month period ended March 31, 2001 and selling expenses of $2,659,823 or 18.29%
of net sales for the nine-month period ended March 31, 2002 compared to
$2,880,856 or 20.04% of net sales for the nine-month period ended March 31,2001.
Research and development expenses were $2,377,838 or 16.35% of net sales for the
nine-month period ended March 31, 2000 compared to $1,923,877 or 13.38% of net
sales for the nine-month period ended March 31, 2001.

         Officers and directors compensation was $487,122 or 3.35% of net sales
for the nine-month period ended March 31, 2001 compared to $481,879 or 3.35% of
net sales for the nine-month period ended March 31, 2001. General and
administrative expenses were $621,650 or 4.27% of net sales for the nine-month
period ended March 31, 2002 compared to $490,828 or 3.41% of net sales for the
nine-month period ended March 31, 2001 and other operating expenses were
$382,733 or 2.63% of net sales for the nine-months ended March 31, 2002 compared
to $328,423 or 2.28% of net sales for the nine-month ended March 31, 2001.

         The increase of Research and Development is due to the development of
the expert(TM)4000. The expert(TM)4000 is a comprehensive system management and
communication system for all ddR systems, linking SwissVision(R) with the
Company's expert(TM)-center. This state of the art control console offers the
ultimate in workflow improvement as well as easier and faster access to all
expert(TM)-center services.

         Interest expense decreased to $529,843 for the nine-months ended March
31, 2002 compared to $1,815,128 for the nine-months ended March 31, 2001. This
decrease is primarily due to the lack of interest expense for amortization of
Debenture issuance cost, promissory notes and Conversion Benefit in the
nine-month period ended March 31, 2002.

                                      -5-
<PAGE>

FINANCIAL CONDITION

March 31, 2002 compared to June 30, 2001

         Total assets of the Company on March 31, 2002 decreased by $852,811 to
$18,953,424 from $19,806,235 on June 30, 2001, primarily due to the decrease in
other assets. Current assets decreased by $204,470 to $8,553,190 on March 31,
2002 from $8,757,660 on June 30, 2001. The decrease in current assets is
attributable to the decrease in cash and cash equivalents of $158,563, the
decrease of prepaid expenses and sundry receivables of $95,448 slightly offset
by the increase of accounts receivable of $45,947 and he increase in inventories
of $3,594.

         Other assets decreased $469,819 to $4,161,004 on March 31, 2002 from
$4,630,822 on June 30, 2001. The decrease is primarily attributable to the
amortization of the licensing agreement, patents & trademark and the goodwill
offset by an increase in software development cost.

         On March 31, 2002, the Company had total liabilities of $15,613,571
compared to $13,855,794 on June 30, 2001. On March 31, 2002, current liabilities
were $15,572,667 compared to $13,845,283 on June 30, 2001. Working capital at
March 31, 2002 was $(7,019,477) compared to $(5,087,623) at June 30, 2001.

CASH FLOW AND CAPITAL EXPENDITURES NINE MONTH PERIOD ENDED MARCH 31, 2002
COMPARED TO NINE MONTH PERIOD ENDED MARCH 31, 2001.

         Cash used for operating activities for the nine months ended March 31,
2002 was $3,841,217 compared to $2,115,285 for the nine months ended March 31,
2001. Cash used for investing activities was $386,952 for the nine months ended
March 31, 2002 compared to $427,447 for the nine months ended March 31, 2001.
Cash flow from financing activities for the nine months ended March 31, 2001 was
$4,137,558 compared to cash flow of $1,936,802 for nine months ended March 31,
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 availability of a sufficient future cash flow will depend to a
significant extent on the marketability of the Company's ddR-Systems. Absent
sufficient cash flow to satisfy Company requirements, it may be necessary for
the Company to attempt to secure some form of financing and there can be no
assurance as to whether such financing will be available on terms satisfactory
to management.

         On December 29, 2000 the Company borrowed $3,000,000 from Kew Court LLC
("Kew Court") in accordance with a promissory note bearing interest at the rate
of 2.025% per month and due and payable on or before December 29, 2001. The
promissory note and related security agreement were collateralized by the
Company's inventory and accounts receivable and further provided (amongst other
matters) that in the event of default the principal sum due on the note shall
bear interest (commencing December 29, 2001) at the rate of 5% per 30 calendar
day period as liquidated damages. Shortly prior to the December 29, 2001 due
date on the promissory note (and with no portion of the principal or interest

                                      -6-

<PAGE>

thereon having been paid) the Company entered into negotiations with Kew Court
in an effort to resolve this matter through means other than cash repayment.
Such negotiations concluded with Kew Court agreeing to cancel the aforesaid
indebtedness evidenced by the promissory note inclusive of all interest due
thereunder and further agreed to release the security interests which served as
collateral thereunder in exchange for the Company issuing to Kew Court
convertible preferred shares having a face value approximating $3,800,000 with
the right to convert same into 18,750,000 restrictive shares of Company common
stock. The convertible preferred shares do not bear any interest nor does the
Company have any obligation to file a Registration Statement to register either
the convertible preferred shares or the underlying shares of Company common
stock heretofore referred to. The Company has the right to repurchase the
aforesaid underlying shares of common stock through September 30, 2002 at an
agreed upon price of $0.80 per share.

         As a result of the above, the Company became obligated to issue to
Hillcrest Avenue LLC ("Hillcrest") additional restrictive shares of its common
stock (without any obligation to register same on behalf of Hillcrest) as
consideration for Hillcrest agreeing to waive any and all anti-dilution
provisions contained in a separate agreement between the Company and Hillcrest
entered into on December 29, 2000 and filed with the SEC on Form 8-K on January
12, 2001. Those additional shares issued to Hillcrest provide for the Company's
President having the exact same voting power over these newly issued shares as
is held by the Company's President with respect to approximately 52,500,000
shares heretofore issued to Hillcrest in accordance with the aforesaid December
29, 2000 Company agreement with Hillcrest.

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).

Item 3. Quantitative and Qualitative Disclosures About Market Risk

         Not Applicable

                                      -7-
<PAGE>



                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings

A. DISPUTE WITH J. DOUGLAS MAXWELL. On or about June 25, 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 sought judgment in the sum of
$380,000 with interest based upon his interpretation of various terms and
conditions contained in an Exchange Agreement between the parties dated November
22, 1996 and a subsequent Mutual Release and Settlement Agreement between the
parties dated June 1, 1998. A judgement was entered on July 24, 2000 granting to
Maxwell summary judgment for $320,000 plus interest and costs on a portion of
his claim. Maxwell's application for judgment on the balance of his claim has
been dismissed by judgment entered May 27, 2001. An appeal with respect to the
May 27, 2001 judgment remains pending.

B. Dispute with Elscint Ltd. In August 1998 the Company entered into a global
distributorship agreement for its ddRMulti with Elscint Ltd. to sell and service
such product in 14 countries in Europe, Canada, South America and Africa. The
Company simultaneously entered into an agreement to distribute Elscint imaging
equipment in Switzerland. 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 honored the distributorship
agreements. Nor has Elscint been able to meet its contractual obligations after
the sale of those assets.

In March 2002, the Company filed a lawsuit against Elscint in New York Supreme
Court. The complaint alleges breaches of the agreements and various
improprieties in Elscint's negotiation tactics, its fraudulent concealment of
the impending sale of its imaging businesses, and the inevitable breaches of the
distribution agreements that followed the sale.

Item 2. CHANGES IN SECURITIES

         None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

         None.

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

         The Company held its Annual Meeting of Stockholders for fiscal year
ended June 30, 2002 on January 25, 2002. With proxies being received for
approximately 94% of all shares entitled to vote, stockholders elected each of
the 5 nominees to the Company's Board of Directors by an overwhelming majority,
approximating 99%, of all votes cast.

         Stockholders also approved (a) the appointment of Feldman Sherb & Co.,
P.C. as independent auditors for fiscal year ended June 30, 2002 (b)the proposal
to increase the authorized shares of common stock of the Company to 150,000,000
and (c)the proposal to reincorporate in the state of Delaware.

         The Company currently intends to hold its Annual Meeting of
Stockholders for fiscal year ended June 30, 2001 during the fourth quarter of
the current calendar year.

Item 5. OTHER INFORMATION

                  None

                                      -8-

<PAGE>

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      None

(b)      Reports on Form 8-K

            8-K with date of report of December 29, 2001 filed January 14, 2002.




                                      -9-
<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:  May 7, 2002


                                      -10-