UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                  FORM 10-Q/A-3

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

               For the quarterly period ended: September 30, 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 0-26972

                          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)

320 WEST 77TH Street, Suite 1A, New York, New York          10024
(Address of principal executive offices)                  (Zip Code)

   New York (914) 441 7841                 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, 1999 is 16,216,587 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.   Quantitative and Qualitative Disclosures About Market Risk       6

                                     PART II

Item 1.   Legal Proceedings                                                6

Item 2.   Changes in Securities and Use of Proceeds                        6

Item 3.   Defaults Upon Senior Securities                                  6

Item 4.   Submission of Matters to a Vote of Security Holders              6

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,
                                                          1999         1999
                                                       (Unaudited)  (Restated)
                                                      -----------   -----------
CURRENT ASSETS
Cash and cash equivalents .......................     $ 2,171,949   $ 1,281,297
Accounts receivable, net of allowance for doubtful
accounts of $ 212,166 and $ 219,993 .............       2,593,626     2,448,879
Inventories .....................................       7,240,734     7,332,401
Prepaid expenses and sundry receivables .........         749,797       866,804
                                                      -----------   -----------
Total Current Assets ............................      12,756,106    11,929,381
                                                      -----------   -----------
PROPERTY AND EQUIPMENT ..........................       6,193,048     6,283,040
                                                      -----------   -----------
OTHER ASSETS
Loan receivable .................................          16,987        15,948
Licensing agreement .............................       2,979,945     3,104,109
Patents and trademarks ..........................         192,441       199,906
Software develompent costs ......................         328,167       347,763
Security deposits ...............................          26,625        28,035
Goodwill ........................................       1,554,674     1,603,007
                                                       -----------   -----------
TOTAL OTHER ASSETS ..............................       5,098,839     5,298,768
                                                       -----------   -----------
Total Assets ....................................     $24,047,993   $23,511,189
                                                      ===========   ===========
                                        F 1
<PAGE>
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Current maturities of long-term debt ............  $    226,726    $    247,028
Notes payable - banks ...........................     4,060,490       3,667,159
Notes payable - short-term ......................     2,230,908       1,700,000
Loan payable ....................................       125,590         126,006
Accounts payable ................................     5,318,943       5,422,321
Accrued expenses ................................     4,242,437       3,003,844
Restructuring ...................................       500,000         500,000
Customer deposits ...............................       132,986         278,507
                                                      -----------   -----------
TOTAL CURRENT LIABILITIES .......................    16,838,080      14,944,865
                                                      -----------   -----------
Convertible Debentures, net of conversion benefit    15,901,793      15,305,852
                                                      -----------   -----------
LONG-TERM DEBT, less current maturities .........       196,310         195,095
                                                      -----------   -----------
COMMON STOCK SUBJECT TO PUT .....................       319,985       1,819,985
                                                      -----------   -----------
STOCKHOLDERS' DEFICIT

Common stock ....................................       159,083         140,062
Additional paid-in capital ......................    72,630,896      69,028,013
Treasury Stock ..................................    (2,040,000)       (540,000)
Deferred Compensation ...........................      (855,000)     (1,282,500)
Accumulated deficit .............................   (77,035,878)    (72,492,463)
Accumulated other comprehensive loss ............    (1,747,291)     (1,787,735)
Common stock subject to put .....................      (319,985)     (1,819,985)
                                                      -----------   -----------
TOTAL STOCKHOLDERS' DEFICIT .....................    (9,208,175)     (8,754,608)
                                                      -----------   -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT .....  $ 24,047,993    $ 23,511,189
                                                      ===========   ===========
                                       F 2
<PAGE>
                           SWISSRAY INTERNATIONAL INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS

                                            Three Months Ended
                                               September 30,
                                           1999            1998
                                        Unaudited       Unaudited
                                      ------------    ------------
NET SALES .........................   $  3,879,167    $  3,656,441
COST OF SALES .....................      2,978,034       2,836,914
                                      ------------    ------------
GROSS PROFIT ......................        901,133         819,527
                                      ------------    ------------
OPERATING EXPENSES
Officers and directors compensation        137,813         155,187
Salaries ..........................      1,022,441       1,085,186
Selling ...........................        753,532         512,799
Research and development ..........        465,232         406,038
General and administrative ........        262,747         450,640
Other operating expenses ..........         85,548         264,489
Depreciation and amortization .....        321,881         293,749
                                      ------------    ------------
TOTAL OPERATING EXPENSES ..........      3,049,194       3,168,088
                                      ------------    ------------
LOSS BEFORE OTHER INCOME (EXPENSES)
   AND EXTRAORDINARY ITEM .........     (2,148,061)     (2,348,561)

Other income (expenses) ...........         26,258        (183,367)
Interest expense ..................     (2,421,613)       (653,896)
                                      ------------    ------------
OTHER INCOME (EXPENSES) ...........     (2,395,355)       (837,263)
                                      ------------    ------------
LOSS FROM CONTINUING OPERATIONS
  BEFORE EXTRAORDINARY ITEM .......     (4,543,417)     (3,185,824)

Extraordinary expense .............           --           (29,667)
                                      ------------    ------------
NET LOSS ..........................   $ (4,543,417)   $ (3,215,491)
                                      ============    ============
LOSS PER COMMON SHARE
Loss from continuing operations ...   ($      0.31)   ($      0.70)
Extraordinary items ...............           0.00           (0.01)
                                      ------------    ------------
NET LOSS ..........................   ($      0.31)   ($      0.71)
                                      ============    ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING ................     14,786,198       4,510,201
                                      ------------    ------------
                                       F 3
<PAGE>
                          SWISSRAY INTERNATIONAL INC.
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                                      Three Months Ended
                                                         September 30,
                                                       1999              1998
                                                   ----------        ----------
                                                    Unaudited        Unaudited

NET LOSS ...................................     $ (4,543,417)   $ (3,215,491)
Other Comprehensive income, net of tax                 40,444         107,004
                                                   ----------       -----------
Comprehensive loss                               $ (4,502,973)   $ (3,108,487)
                                                   ==========       ===========

                                      F 4
<PAGE>

                      SWISSRAY INTERNATIONAL INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                          Three Months Ended
                                                             September 30,
                                                        1999           1998
                                                     Unaudited       Unaudited
                                                   ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITES

Net loss .......................................   $ (4,543,417)   $ (3,215,491)
Adjustment to reconcile net loss to net
  cash used by operating activities
  Depreciation and amortization ................        332,865         306,906
  Provision for bad debts ......................         (7,827)           --
  Issuance of common stock in lieu of
     interest payments .........................         34,244         587,197
  Interest expense on Debt issuance cost and
    conversion benefit .........................      2,111,476            --
  Amortization of deferred compensation ........        427,500
  Early extinguishment of  debt (gain) .........           --            29,667

  (Increase) decrease in operating assets:
  Accounts receivable ..........................       (136,921)        222,819
  Inventories ..................................         91,666        (814,733)
  Prepaid expenses and sundry receivables ......        117,007         223,577
  Increase (decrease) in  operating liabilities:
  Accounts payable .............................       (103,378)        236,533
  Accrued expenses .............................        638,592         276,803
  Customers deposits ...........................       (145,520)       (154,533)
                                                   ------------    ------------
NET CASH USED BY OPERATING ACTIVITIES ..........     (1,183,712)     (2,301,255)
                                                   ------------    ------------
CASH FLOW FROM INVESTING ACTIVITIES
  Acquisition of proberty and equipment ........        (43,585)       (201,422)
  Capitalized computer software ................         (7,007)           --
  Security deposits ............................          1,410            --
  (Repayment of) loan receivable ...............         (1,039)           --
                                                   ------------    ------------
NET CASH USED BY INVESTING ACTIVITIES ..........        (50,221)       (201,422)
                                                   ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from short-term borrowings ..........     22,305,507      13,582,986
  Principal payment of short-term borrowings ...    (21,415,142)    (11,204,161)
  Principal payment of long-term borrowings ....          1,216         (22,399)
  Issuance of common stock for cash ............      2,748,827       1,500,000
  Issuance of stock options for cash ...........          6,774            --
  Purchase of treasury stock ...................     (1,500,000)           --
                                                   ------------    ------------
CASH PROVIDED BY FINANCING ACTIVITIES ..........      2,147,182       3,856,426
                                                   ------------    ------------
EFFECT OF EXCHANGE RATE ON CASH ................        (22,597)       (376,024)
                                                   ------------    ------------
NET INCREASE  IN CASH ..........................        890,651         977,725
CASH AND CASH EQUIVALENTS - beginning of period       1,281,297       1,281,552
                                                   ------------    ------------
CASH AND CASH EQUIVALENTS - end of period ......   $  2,171,949    $  2,259,277
                                                   ============    ============

                                      F 5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1999

         (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, 1999.

         (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, 1999 and the results of  operations  and
cash flows for the interim  period  presented.  Operating  results for the three
months ended September 30, 1999 are not necessarily indicative of the results to
be expected for the full year ending June 30, 2000.

         (3)INVENTORIES

                  Inventories are summarized by major classification as follows:

                                                     September 30,      June 30,

                                                     ---------------------------
                                                        1999             1999
                                                     ----------       ----------

Raw materials, parts and supplies                    $5,202,463       $5,558,330
Work in process                                       1,294,016        1,048,197
Finished goods                                          744,255          725,874
                                                     ----------       ----------
                                                     $7,240,734       $7,332,401
                                                     ==========       ==========

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.

                                       F 6


<PAGE>



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
ddRMulti  System,  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 ddRMulti-System, 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.

THREE-MONTH PERIOD ENDED SEPTEMBER 30, 1999 COMPARED TO THREE-MONTH PERIOD ENDED
SEPTEMBER 30, 1998

RESULTS OF OPERATIONS

         Net sales  amounted to  $3,879,167  for the  three-month  period  ended
September 30, 1999,  compared to  $3,656,441  for the  three-month  period ended
September 30, 1998. The 6.1% increase in net sales was mainly due to the sale of
the ddRMulti-Systems.

         Gross  profit  amounted  to  $901,133  or  23.2% of net  sales  for the
three-month period ended September 30, 1999, compared to $819,527 or 22.4% of
net sales for the  three-month  period ended September 30, 1998. The increase in
gross profit as a percentage  of net revenues is  attributable  to the fact that
the percentage of sales of  ddRMulti-Systems  to total sales  increased to 33.1%
for  the  three-month  period  ended  September  30,  1999  from  9.2%  for  the
three-month period ended September 30, 1998.

         Operating expenses were $3,049,194,  or 78.6% of net revenues,  for the
three-month period ended September 30, 1999, compared to $3,168,088, or 86.6% of

                                        3
<PAGE>

net revenues for the three-month  period ended September 30, 1998. The principal
items were salaries (net of officers and directors  compensation)  of $1,022,441
or 26.4% of net  sales for the  three-month  period  ended  September  30,  1999
compared to  $1,085,186 or 29.7% of net sales for the  three-month  period ended
September  30, 1998 and  selling  expenses of $753,532 or 19.4% of net sales for
the three-month period ended September 30, 1999 compared to $512,799 or 14.0% of
net sales for the  three-month  period ended  September  30, 1998.  Research and
development  expenses  were  $465,232 or 12.0% of net sales for the  three-month
period ended  September  30, 1999 compared to $406,038 or 11.1% of net sales for
the three-month period ended September 30, 1998.

         Interest  expense  increased  to  $2,421,613 for the three months ended
September 30, 1999 compared to $653,896 for the three months ended September 30,
1998.  This  increase is primarily  due to the increase of interest  expense for
accrual of penalty interest on periodic  payments required by terms of financing
agreements  and an increase  in  amortization  of  Debenture  issuance  cost and
Conversion Benefit.

FINANCIAL CONDITION

September 30, 1999 compared to June 30, 1999

         Total assets of the Company on September 30, 1999 increased by $536,804
to $24,047,993 from $23,511,189 on June 30, 1999,  primarily due to the increase
of Current Assets. Current Assets increased $826,725 to $12,756,106 on September
30, 1999 from  $11,929,381  on June 30, 1999.  The increase in current assets is
attributable  to the increase of Cash and cash  equivalents  of $890,652 and the
increase of Accounts  receivable  of $144,747  offset by the decrease in prepaid
expenses  and sundry  receivables  of $117,007  and the decrease in inventory of
$91,667.  Other Assets  decreased  $199,929 to  $5,098,839 on September 30, 1999
from $5,298,768 on June 30, 1998. The decrease is primarily  attributable to the
amortization  of  the  licensing  agreement,   patents  &  trademark,   software
development cost and the goodwill.

         On September 30, 1999, the Company had total liabilities of $32,936,183
compared to  $30,445,812  on June 30,  1999.  On  September  30,  1999,  current
liabilities were $16,838,080  compared to $14,944,865 on June 30, 1999.  Working
capital at September 30, 1999 was $(4,081,974)  compared to $(3,015,484) at June
30, 1999.

CASH FLOW AND CAPITAL  EXPENDITURES  THREE MONTH PERIOD ENDED SEPTEMBER 30, 1999
COMPARED TO THREE MONTH PERIOD ENDED SEPTEMBER 30, 1998.

         Cash used for operating activities for the three months ended September
30,  1999 was  $1,183,712  compared to  $2,301,255  for the three  months  ended
September 30, 1998. Cash used for investing activities was $50,221 for the three
months ended  September 30, 1999 compared to $201,422 for the three months ended
September 30, 1998.  Cash flow from  financing  activities  for the three months
ended September 30, 1999 was $2,147,182  compared to $3,856,426 for three months
ended September 30, 1998.

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.

                                        4
<PAGE>

         However,  the availability of a sufficient future cash flow will depend
to a significant  extent on the marketability of the Company's  ddRMulti-System.
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.

         On July 9, 1999 the Company entered into a promissory note  (contingent
convertible  debenture  financing)  with  Southshore  Capital,  Ltd.  for  gross
proceeds of  $1,100,000  and with a due date of August 23, 1999 with no right to
extend. The debenture  contains a 20% discount from market conversion  provision
based upon the 10 day  average  closing bid price for the 10  consecutive  dates
preceding  conversion  date.  There  was no  placement  agent  involved  in this
financing. The promissory note was not paid on its due date and the terms of the
Contingent Subscription Agreement, Convertible Debenture and Registration Rights
Agreement automatically went into effect with debentures in the principal sum of
$1,148,400  (inclusive  of interest  on  aforesaid  promissory  note) going into
effect. None of these Convertible  Debentures have been converted as of November
11, 1999. Any Convertible  Debentures remaining  unconverted at maturity (i.e. 2
years from date of issuance) are subject to mandatory conversion by the Company.

         On  August  11,  1999  the  Company  entered  into  a  promissory  note
(contingent   convertible   debenture   financing)  with  terms  and  conditions
substantially  identical to those set forth in the July 9, 1999  promissory note
financing  referred to directly above excepting (a) the lender is different,  to
wit: Aberdeen Avenue, LLC, (b) gross proceeds amounted to $1,400,000 and (c) the
due date of such note is November 11, 1999 with no right to extend. In all other
respects the material  terms and  conditions of each of the  documents  executed
with respect to this  transaction  are identical to those described in the above
referenced  July 9, 1999  transaction.  There was no placement agent involved in
this  financing.  The promissory note was not paid on its due date and the terms
of the Contingent Subscription Agreement, Convertible Debenture and Registration
Rights Agreement automatically went into effect with debentures in the principal
sum of  $1,484,000  (inclusive of interest on aforesaid  promissory  note) going
into effect.  None of these  Convertible  Debentures  have been  converted as of
November 11, 1999. Any Convertible  Debentures remaining unconverted at maturity
(i.e. 2 years from date of issuance) are subject to mandatory  conversion by the
Company.

         On or about  September 7, 1999 the Company  entered into a Subscription
Agreement and  Registration  Rights  Agreement  with  Parkdale LLC  ("Investor")
pursuant to which Investor  purchased  1,000,000  restrictive  shares of Company
common  stock for a cash  consideration  of  $1,000,000.  There was no placement
agent involved in this financing.

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

                                        5
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings

         None  excepting that certain legal  proceedings  commenced in July 1998
against SRMI and two of it  subsidiaries  by Gary J. Durday,  Kenneth R. Montler
and Michael E. Harle (hereinafter  "Plaintiffs") heretofore summarized in SRMI's
Form 10-K for  fiscal  year  ended June 30,  1999 were  subsequently  settled in
accordance  with the terms and  conditions of Settlement  Agreement  executed on
August 31, 1999  pursuant  to which SRMI was  required to pay and has since paid
the sum of $1,000,000 to Plaintiffs and is further  obligated  pursuant to terms
of August  31,  1999  promissory  note to pay  (over a period of 24  consecutive
months) an aggregate of $500,000 with interest at the rate of 9% per annum.

         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. Maxwell has submitted a motion for Summary
Judgment  which  Swissray  has  opposed  and as of  November  9,  1999 no  Court
determination has been made with respect thereto. It is Swissray's  management's
intention to contest this matter vigorously.

Item 2. CHANGES IN SECURITIES

         Not applicable

Item 3. DEFAULTS UPON SENIOR SECURITIES

         None  excepting  for such  penalties  as have  accrued  with respect to
certain  conditions  and  requirements  contained  in  outstanding   convertible
debentures  pursuant to which the  Company  was  required,  in  accordance  with
related  registration  rights agreement,  to file a Registration  Statement by a
specific date and to have same declared  effective (so as to register  shares of
common stock underlying debentures) by a specified and agreed to date - which if
not timely accomplished results in commencement of penalty provisions.

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, 1998 on July 23,  1999,  at which time  stockholders  (i) elected
each of  those  five  persons  nominated  to  serve  on the  Company's  Board of
Directors,  (ii) approved the  appointment of Feldman Sherb Horowitz & Co., P.C.
as the Company's  independent  accountants  for fiscal year ended June 30, 1999,
(iii)  voted  in  favor  of  adopting  an  amendment  to  its   Certificate   of
Incorporation so as to authorize the creation of a class of Preferred Stock; and
(iv) approved the proposal to adopt the Company's 1999 Stock Option Plan.

         The proposal to re-incorporate the Company in Delaware was not approved
notwithstanding the fact that approximately 74% of all votes cast voted in favor
of  such  proposal.  Such  votes  only  represented  approximately  62%  of  all
outstanding  shares while approval of the proposal  required an affirmative vote
of at least two-thirds of all outstanding shares.

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<PAGE>

         The  number  of  shares of Common  Stock  voted at the  Annual  Meeting
approximated 84% of all issued and outstanding securities as of the record date.

Item 5. OTHER INFORMATION

         Not applicable

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits                                    None
         (b)      Reports on Form 8-K                         None

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<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:  July 25, 2000

                                        8