<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                  FORM 10-Q/A-2

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

For the quarterly period ended: March 31, 2000

                                       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 1 A, 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 May 8,  2000 is  23,311,782  shares,  all of one class of $.01 par
value common stock.



                                        1
<PAGE>


                                TABLE OF CONTENTS
                                                                            Page
                                                                             No.
                                     PART I

Item 1.  Financial Statements                                              F1-F8

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                                                     7

Item 2.  Changes in Securities and Use of Proceeds                             7

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                                      8

Signatures                                                                     9



















                                        2


<PAGE>
                           SWISSRAY INTERNATIONAL INC.
                           CONSOLIDATED BALANCE SHEET
                                     ASSETS
                                                         March 31,      June 30,
                                                           2000           1999
                                                         ---------      --------
                                                        (Unaudited)   (Restated)
CURRENT ASSETS
Cash and cash equivalents ..........................   $ 3,245,610   $ 1,281,297
Accounts receivable, net of allowance for doubtful
accounts of $ 174,995 and $ 219,993 ................     4,505,719     2,448,879
Inventories ........................................     5,816,197     7,332,401
Prepaid expenses and sundry receivables ............       840,063       866,804
                                                        ----------    ----------
Total Current Assets ...............................    14,407,589    11,929,381
                                                        ----------    ----------
PROPERTY AND EQUIPMENT .............................     6,368,996     6,283,040
                                                        ----------    ----------
OTHER ASSETS
Loan receivable ....................................        75,270        15,948
Licensing agreement ................................     2,731,616     3,104,109
Patents and trademarks .............................       178,528       199,906
Software development costs .........................       281,756       347,763
Security deposits ..................................        36,533        28,035
Goodwill ...........................................     1,458,008     1,603,007
                                                        ----------     ---------
TOTAL OTHER ASSETS .................................     4,761,711     5,298,768
                                                        ----------     ---------
Total Assets .......................................   $25,538,296   $23,511,189
                                                        ==========    ==========


                                       F 1


<PAGE>
                           SWISSRAY INTERNATIONAL INC.
                           CONSOLIDATED BALANCE SHEET

                                                         March 31,      June 30,
                                                           2000           1999
                                                         ---------      --------
                                                        (Unaudited)   (Restated)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt ............   $    154,558    $   247,028
Notes payable - banks ...........................      3,689,144      3,667,159
Notes payable - short-term ......................        713,308      1,700,000
Loan payable ....................................        116,073        126,006
Accounts payable ................................      4,526,354      5,422,321
Accrued expenses ................................      3,332,833      2,003,844
Restructuring ...................................        460,000        500,000
Customer deposits ...............................      2,061,903        278,507
                                                       ---------      ----------
TOTAL CURRENT LIABILITIES .......................     15,054,173     13,944,865
                                                      ----------     -----------
Convertible Debentures, net of conversion benefit     14,242,793     15,305,852
                                                      ----------     -----------
LONG-TERM DEBT, less current maturities .........        179,847        195,095
                                                      ----------     -----------
COMMON STOCK SUBJECT TO PUT .....................        319,985      1,819,985
                                                      ----------     -----------
STOCKHOLDERS' EQUITY
Common stock ....................................        227,864        140,062
Additional paid-in capital ......................     87,046,553     69,028,013
Treasury Stock ..................................     (2,040,000)      (540,000)
Deferred Compensation ...........................              -     (1,282,500)
Accumulated deficit .............................    (87,262,687)   (71,492,463)
Accumulated other comprehensive loss ............     (1,910,247)    (1,787,735)
Common stock subject to put .....................       (319,985)    (1,819,985)
                                                      ----------     -----------
TOTAL STOCKHOLDERS' EQUITY ......................     (4,258,502)    (7,754,608)
                                                      ----------     -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......   $ 25,538,296   $ 23,511,189
                                                      ==========     ===========
                                        F 2

<PAGE>
                           SWISSRAY INTERNATIONAL INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS

                                             Nine Months Ended
                                                  March 31,
                                            2000           1999
                                        ----------      ----------
                                        Unaudited       Unaudited

NET SALES .........................   $ 12,393,655    $ 13,220,776
COST OF SALES .....................      9,372,120      10,404,489
                                        ----------      ----------
GROSS PROFIT ......................      3,021,535       2,816,287
                                        ----------      ----------
OPERATING EXPENSES
Officers and directors compensation      2,650,288         564,089
Salaries ..........................      3,153,332       3,168,298
Selling ...........................      3,364,935       2,089,265
Research and development ..........      1,364,415       1,307,135
General and administrative ........      1,320,325       1,381,517
Other operating expenses ..........        794,971         978,603
Bad debts .........................         50,276           7,383
Depreciation and amortization .....      1,025,967         892,857
                                        ----------      ----------
TOTAL OPERATING EXPENSES ..........     13,724,509      10,389,147
                                        ----------      ----------

LOSS BEFORE OTHER INCOME (EXPENSES)    (10,702,974)     (7,572,860)

Other income (expenses) ...........        409,269        (182,037)
Interest expense ..................     (5,476,519)     (2,156,457)
                                        ----------      ----------
OTHER INCOME (EXPENSES) ...........     (5,067,250)     (2,338,494)
                                        ----------      ----------
LOSS FROM CONTINUING OPERATIONS
  BEFORE EXTRAORDINARY ITEMS ......    (15,770,224)     (9,911,354)

Extraordinary expenses ............           --          (832,849)
                                        ----------      ----------
NET LOSS ..........................   $(15,770,224)   $(10,744,203)
                                        ==========      ==========
LOSS PER COMMON SHARE
Loss from continuing operations ...   $      (0.89)   $      (2.09)
Extraordinary items ...............           0.00           (0.18)
                                        ----------      ----------
NET LOSS ..........................   $      (0.89)   $      (2.27)
                                        ==========      ==========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING ................     17,807,655       4,752,041


                                       F-3

<PAGE>
                           SWISSRAY INTERNATIONAL INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


                                                         Nine Months Ended
                                                             March 31,
                                                      2000               1999
                                                  -----------       ------------
                                                   Unaudited          Unaudited

Net loss                                         $(15,770,224)     $(10,744,203)
Other comprehensive loss, net of tax:
     Foreign translation adjustment                  (122,512)         (246,606)
                                                  -----------        -----------
Comprehensive loss                               $(15,892,736)     $(10,990,809)
                                                  ===========       ============







                                      F-4
<PAGE>
                                 SWISSRAY INTERNATIONAL INC.
                            CONSOLIDATED STATEMENT OF OPERATIONS

                                                Three Months Ended
                                                    March 31,
                                           2000             1999
                                        ----------       ---------
                                         Unaudited       Unaudited

NET SALES .........................   $  5,436,627    $  3,119,629
COST OF SALES .....................      4,039,558       2,435,147
                                        ----------       ---------
GROSS PROFIT ......................      1,397,069         684,482
                                        ----------       ---------
OPERATING EXPENSES
Officers and directors compensation        224,898         167,195
Salaries ..........................        730,201       1,103,721
Selling ...........................        992,447         650,984
Research and development ..........        469,343         463,546
General and administrative ........        398,444         670,699
Other operating expenses ..........        223,251         417,596
Bad debts .........................         34,275            --
Depreciation and amortization .....        347,571         302,095
                                        ----------       ---------
TOTAL OPERATING EXPENSES ..........      3,420,430       3,775,836


LOSS BEFORE OTHER INCOME (EXPENSES)     (2,023,361)     (3,091,354)

Other income                               388,780         176,959
Interest expense ..................     (1,308,209)       (743,760)
                                        ----------       ---------
OTHER INCOME (EXPENSES) ...........       (919,429)       (566,801)
                                        ----------       ---------
NET LOSS ..........................   $ (2,942,790)   $ (3,658,155)
                                        ==========       =========

NET LOSS PER COMMON SHARE             $      (0.14)   $      (0.72)
                                        ==========       =========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING ................     20,636,133       5,087,116

                                       F-5

<PAGE>
                           SWISSRAY INTERNATIONAL INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                                    Three Months Ended
                                                         March 31,
                                                    2000           1999
                                                  ---------     ----------
                                                 Unaudited      Unaudited

Net loss ....................................   $(2,942,790)   $(3,658,155)
Other comprehensive loss, net of tax:
     Foreign translation adjustment .........      (204,056)      (266,643)
                                                  ---------     ----------
Comprehensive loss ..........................   $(3,146,846)   $(3,924,798)
                                                 ==========     ===========




                                      F-6
<PAGE>
                           SWISSRAY INTERNATIONAL INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                           Nine Months Ended
                                                              March 31,
                                                        2000            1999
                                                      ---------       ----------
                                                      Unaudited      Unaudited
CASH FLOWS FROM OPERATING ACTIVITES
Net loss .......................................   $(15,770,224)   $(10,744,203)
Adjustment to reconcile net loss to net
 cash used by operating activities
 Depreciation and amortization .................      1,080,732       1,000,667
 Provision for bad debts .......................        (44,997)            643
 Operating expenses through issuance of stock options
  and common stock .............................      2,809,936            --
 Issuance of common stock in lieu of
  interest payments ............................        270,250            --
 Interest expense on debt issuance cost and
  conversion benefit ...........................      1,131,061       1,007,818
 Interest expense on option value per black scholes   1,385,473            --
 Settelment expense paid through issuance of
  common stock                                          675,000            --
 Amortization of deferred compensation ...........    1,282,500      (1,144,288)
 Early extinguishment of  debt (gain) ..............       --           832,849
(Increase) decrease in operating assets:
 Accounts receivable ............................... (2,011,842)        458,899
 Inventories .......................................  1,516,204         341,319
 Prepaid expenses and sundry receivables ...........     26,741        (492,131)
 Increase (decrease) in operating liabilities:
 Accounts payable ..................................   (895,967)        (51,069)
 Accrued expenses ..................................  1,288,989      (1,144,266)
 Customers deposits ................................  1,783,396        (142,235)
                                                      ---------       ----------
NET CASH USED BY OPERATING ACTIVITIES .............. (5,472,748)     (8,931,709)
                                                      ---------       ----------
CASH FLOW FROM INVESTING ACTIVITIES
 Acquisition of proberty and equipment .........       (548,114)       (563,077)
 Patents and trademarks ........................           --            (1,546)
 Other intangibles .............................        (13,698)           --
 Security deposits .............................         (8,498)          7,689
(Repayment of) increase in loan receivable .....        (59,322)          2,911
                                                      ---------       ----------
NET CASH USED BY INVESTING ACTIVITIES ..........       (629,632)       (554,023)
                                                      ---------       ----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from short-term borrowings ...........         21,985      18,545,444
 Proceeds related to debentures ................     (1,063,059)           --
 Principal payment of short-term borrowings ......   (1,089,095)    (11,024,348)
 Principal payment of long-term borrowings .......      (15,248)       (117,043)
 Issuance of common stock for cash ...............    9,698,473       2,671,169
 Issuance of stock options for cash ..............    2,136,149            --
 Purchase of Treasury Stock ......................   (1,500,000)       (540,000)
 Payment to stockholders and officers ............         --            (2,207)
                                                      ---------       ----------
CASH PROVIDED BY FINANCING ACTIVITIES ............    8,189,205       9,533,015
                                                      ---------       ----------
EFFECT OF EXCHANGE RATE ON CASH ..................     (122,512)       (171,231)
                                                      ---------       ----------
NET INCREASE (DECREASE) IN CASH ..................    1,964,313        (123,948)

CASH AND CASH EQUIVALENT - beginning of period ...    1,281,297       1,281,552
                                                      ---------       ----------
CASH AND CASH EQUIVALENTS - end of period .......  $  3,245,610    $  1,157,604
                                                      =========       ==========
                                      F-7
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2000



         (1) The financial  statements included herein have been prepared by the
Registrant,  without  audit,  pursuant  to  the  rules  and  regulations  of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted pursuant to such
rules and regulations, 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 March 31, 2000 and the results of  operations  and cash
flows for the interim period  presented.  Operating  results for the nine months
ended  March  31,  2000 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:

                                                 March 31,        June 30,
                                                ---------------------------
                                                   2000             1999
                                                ----------       ----------

Raw materials, parts and supplies               $3,569,261       $5,558,330
Work in process                                  1,140,982        1,048,197
Finished goods                                   1,105,954          725,874
                                                ----------       ----------
                                                $5,816,197       $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 include
material, labor, and overhead.

         (4)    SUBSEQUENT EVENT

On March 29, 1999 an agreement was reached and executed on April 4, 2000 whereby
the Company issued 490,000 fully vested,  nonforfeitable  shares of common stock
with a fair market  value of $2.5308 per share or  $1,240,092  (based on the bid
price  of $.50  per  share  on the  date of  issuance  less a 10%  discount  for
restrictions  on the resale of such shares) to a  consultant  for services to be
rendered  over  twelve  months  commencing  April 1, 2000.  Such amount has been
deferred and is being  amortized over the term of the consulting  agreement.  In
addition the agreement provides for the issuance of 36,000 restrictive shares of
Company Common stock (based on 3,000 shares per month)  throughout the period of
the Consultant's performance.

                                       F-8



<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  conjunctionwith  the
Consolidated Financial Statements,  related notes and other information included
in this quarterly report on Form 10-Q.

GENERAL

                                       3
<PAGE>

RESULTS OF OPERATIONS

(a) THREE-MONTH PERIOD ENDED MARCH 31, 2000 COMPARED TO THREE-MONTH PERIOD ENDED
    MARCH 31, 1999

         Net sales amounted to $5,436,627 for the three-month period ended March
31, 2000, compared to $3,119,629,  an increase of $2,316,998,  or 74.3% from the
three-month  period ended March 31, 1999.  The increase of 74.3% is manly due to
increase of ddR-sales of 523.2% whereas conventional  OEM-Business  decreased by
67.91%

Gross profit  increased by $712,587 or 104.1% to $1,397,069 for the  three-month
period ended March 31, 2000 from $684,482 for the three-month period ended March
31, 1999. Gross profit as a percentage of net revenues increase to 25.7% for the
three-month  period ended March 31, 2000 from 21.9% for the  three-month  period
ended March 31,  1999.  The  increase  in gross  profit as a  percentage  of net
revenues is attributable to the fact that the percentage of sales of ddR-Systems
of total  sales  increased  to 68.7% of total sales for the  three-month  period
ended March 31, 2000 from 19.2% for the three-month period ended March 31, 1999.


         Operating  expenses  decreased by $355,406,  or 9.4% to $3,420,430,  or
62.9% of net  revenues,  for the  three-month  period ended March 31, 200,  from
$3,775,836,  or 121% of net revenues for the three-month  period ended March 31,
1999. The principal items were selling of $992,447 or 18.3% of net sales for the
three-month  period  ended March 31,  2000  compared to $650,984 or 20.9% of net
sales for the  three-month  period  ended  March 31, 1999 and  salaries  (net of
officers and directors  compensation)  of $730,201 or 13.4% of net sales for the
three-month  period ended March 31, 2000  compared to $1,103,721 or 35.4% of net
sales for the three-month period ended March 31, 1999.  Research and development
expenses  were  $469,343 or 8.6% of net sales for the  three-month  period ended
March 31, 2000  compared  to $463,546 or 14.9% of net sales for the  three-month
period ended March 31, 1999.

         Interest  expenses  increased to  $1,308,209  for the three month ended
March 31, 2000  compared to $743,760  for the three month ended March 31,  1999.
This increase is primarily due the increase of interest expense for amortization
of Debenture issuance cost and Conversion Benefit.


(b)  NINE-MONTH PERIOD ENDED MARCH 31, 2000 COMPARED TO NINE-MONTH PERIODS ENDED
     MARCH 31, 1999

RESULTS OF OPERATIONS
         Net sales amounted to $12,393,655 for the nine-month period ended March
31, 2000,  compared to  $13,220,776,  an decrease of $827,120,  or 6.3% form the
nine-month  period  ended March 31,  1999.  The decrease of 6.3% is manly due to
decrease of  conventional  x-ray of 37% and  conventional  OEM-Business of 52.5%
whereas ddR Sales increase by 192.9%

Gross profit  increased by $205,248,  or 7.3% to $3,021,535  for the  nine-month
period  ended March 31, 2000 from  $2,816,287  for the  nine-month  period ended
March 31, 1999.  Gross profit as a percentage of net revenues  increase to 24.4%
for the  nine-month  period  ended March 31, 2000 from 21.3% for the  nine-month
period ended March 31, 1999. The increase in gross profit as a percentage of net
revenues is attributable to the fact that the percentage of sales of ddR-Systems
of total sales increased to 47.7% of total sales for the nine-month period ended
March 31, 2000 from 15.3% for the nine-month period ended March 31, 1999.

                                       4

<PAGE>

         Operating expenses increased by $3,335,362, or 32.1% to $13,724,509, or
110.7% of net revenues,  for the  nine-month  period ended March 31, 2000,  from
$10,389,147,  or 78.6% of net revenues for the nine-month period ended March 31,
1999.  The principle  items were selling of $3,364,935 or 27.2% of net sales for
the  nine-month  period ended March 31, 2000  compared to $2,089,265 or 15.8% of
net sales for the three-month period ended March 31, 1999,  salaries  (inclusive
officers and directors compensation) of $5,803,619 or 46.8% of net sales for the
nine-month  period ended March 31, 2000  compared to  $3,732,389 or 28.2% of net
sales for the three-month period ended March 31, 1999.  Research and development
expenses  were  $1,364,415 or 11% of net sales for the  nine-month  period ended
March 31, 2000 compared to  $1,307,135  or 9.9% of net sales for the  nine-month
period ended March 31, 1999.

         Interest  expenses  increased to $5,476,519  for the  nine-month  ended
March 31, 2000 compared to $2,156,457 for the  nine-month  ended March 31, 1999.
This increase is primarily due the increase of interest expense for amortization
of Debenture issuance cost and Conversion Benefit.

         Gain on  extinguishment  of Debt was $0 for the nine-month  ended March
31, 2000 compared to a loss of $832,849 for the nine-month ended March 31, 1999.
The  extingushment  gain  or  loss  resulted  from  refinancing  of  Convertible
debentures.

FINANCIAL CONDITION

March 31, 2000 compared to June 30, 1998

Total  assets of the  Company  on March 31,  2000  increased  by  $2,027,107  to
$25,538,297 from $23,511,189 on June 30, 1999,  primarily due to the increase of
Current Assets.  Current Assets increased $2,478,208 to $14,407,589 on March 31,
2000 from  $11,929,381 on June 30, 1999. The increase is primarily  attributable
to the increase of Accounts  receivable of $2,056,840,  the increase of Cash and
cash  equivalents  of $1,964,313  which was partially  offset by the decrease in
inventory  of  $1,516,204  and the  decrease  in  prepaid  expenses  and  sundry
receivables of $26,741. Other Assets decreased by 537,057 to $4,761,711 on March
31,  2000  from   $5,298,768  on  June  30,  1999.  The  decrease  is  primarily
attributable  to  the  amortization  of  the  licensing  agreement,   patents  &
trademark, software development cost and the goodwill.

         On March 31, 2000,  the Company had total  liabilities  of  $29,796,798
compared to $31,265,297 on June 30, 1998. On March 31, 2000, current liabilities
were  $15,054,173  compared to $13,944,865 on June 30, 1999.  Working capital at
March 31, 2000 was $(646,584) compared to $(2,015,484) at June 30, 1999.

CASH  FLOW  AND  CAPITAL   EXPENDITURES  NINE MONTHS PERIOD ENDED MARCH 31, 2000
COMPARED  TO NINE  MONTHS  PERIOD  ENDED  MARCH 31,  1999

         Cash  used for operating activities for the nine-months ended March 31,
2000 was $5,472,748  compared to $8,931,709 for the nine-months  ended March 31,
1999. Cash used for investing  activities was $629,632 for the nine-months ended
March 31, 2000  compared to $554,023 for the  nine-months  ended March 31, 1999.
Cash flow from financing activities for the nine-months ended March 31, 2000 was
$8,189,205 compared to $9,533,015 for nine-months ended March 31, 1999.

                                       5

<PAGE>

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.

         Pursuant to an agreement entered into on September 2, 1999, the Company
authorized  a purchaser to purchase  1,000,000  shares at $1.00 per share (which
occurred on September 7, 1999) and up to an additional 2,000,000 shares at $1.50
per share so long as the first  1,000,000  shares  were  purchased  on or before
September 30, 1999 and so long as the purchaser purchased at least an additional
1,000,000  shares within 60 days of its first purchase.  The first purchase,  as
aforesaid,  was made on  September  7, 1999 (at $1.00 per share)  while the next
1,000,000 shares were purchased on October 19, 1999 (500,000 shares at $1.50 per
share) and November 1, 1999 (500,000 shares at $1.50 per share).  Having met the
purchase  requirements,  the purchaser was entitled  (through  March 1, 2000) to
purchase  the  balance  of the  shares  referred  to at $1.50 but only  purchase
666,667 shares at such price in December 1999.

                                       6

<PAGE>

EFFECT OF CURRENCY ON RESULTS OF OPERATIONS

         The  result  of   operations   and  the   financial   position  of  the
Company'ssubsidiaries  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

                                    PART II

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 May 8, 2000 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 AND USE OF PROCEEDS

         Not applicable
                                       7
<PAGE>

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

         None.


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 -

                                       8
<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 13, 2000

                                       9