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

                           -----------------------
                                   FORM 10-Q
                           -----------------------

X          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 
           For the quarterly period ended September 30, 1997

           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:  0-11586

                INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

 
           Pennsylvania                                 23-0350710
    -------------------------------         ---------------------------------
    (State or other jurisdiction of         (IRS Employer Identification No.)
     incorporation or organization)                                           
                                    

                             810 Lombard Street
                      Philadelphia, Pennsylvania 19147
             ---------------------------------------------------
             (Address of principal executive offices) (Zip Code)

                               (215) 923-6850
             ---------------------------------------------------
             (Registrant's telephone number including area code)

                                     N/A
 --------------------------------------------------------------------------
 (Former name, former address and former fiscal year, if changed since last
                                   report)

       Securities registered pursuant to Section 12(b) of the Act: NONE.

          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $.001 par value

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.     Yes   X    No 
                                                  -----     ------

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The company is unable to give an aggregate market value of the Registrant's
Common Stock due to the inactivity of the stock.

Indicate the number of shares outstanding of each of the issuers shares of
common stock, as of the latest practicable date: As of December 31st 1996,
there were outstanding 13,815,453 shares of the Registrant's Common Stock,
$.005 par value.

Documents Incorporated by Reference:   None
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                   INTERNATIONAL MANAGEMENT & RESEARCH CORP.

                                     INDEX

<TABLE>
<CAPTION>
                                                                                                Page
                                                                                              Number
                                                                                              ------
<S>                  <C>                                                                           <C>
PART I               FINANCIAL INFORMATION                                                    
                                                                                              
Item 1.              Consolidated Financial Statements                                        
                                                                                              
                     Consolidated Balance Sheets:                                             
                     September 30, 1997 and December 31, 1996                                      3
                                                                                              
                     Consolidated Statements of Loss:                                         
                     Three and Nine Months Ended September 30, 1997 and 1996                       4
                                                                                              
                     Consolidated Statements of Accumulated Deficit:                          
                     Nine Months Ended September 30, 1997 and 1996                                 5
                                                                                              
                     Consolidated Statements of Cash Flows:                                   
                     Nine Months Ended September 30, 1997 and 1996                                 6
                                                                                              
                     Note to Consolidated Financial Statements                                     7
                                                                                              
Item 2.              Management's Discussion and Analysis of Financial                        
                     Condition and Results of Operations                                           8
                                                                                              
PART II              OTHER INFORMATION                                                        
                                                                                              
Item 1.              Legal Proceedings                                                             8
                                                                                              
Item 6.              Exhibits and Reports on Form 8-K                                              9

Signatures
</TABLE>



                                      2
<PAGE>   3
                   INTERNATIONAL MANAGEMENT & RESEARCH CORP.
                          CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>                                                                 
<CAPTION>                                                               
                                     ASSETS                             
                                                                        
                                                                                 Unaudited
                                                                                 SEPTEMBER                 DECEMBER
                                                                                 30, 1997                  31, 1996
                                                                            ------------------        ------------------
<S>                                                                      <C>                        <C>
Current Assets                                                              
    Cash                                                                 $              21,461      $              7,138
    Accounts receivable                                                                    440                         -
    Note receivable                                                                     37,000                    37,000
                                                                            ------------------         -----------------
                                                                                                       
            Total assets                                                 $              58,901      $             44,138
                                                                            ==================         =================
                                                                                                       
                      LIABILITIES AND SHAREHOLDERS' DEFICIT                                            
                                                                                                       
Current liabilities                                                                                    
    Accounts payable and accrued expenses                                $             428,125      $            395,286
    Due to affiliates                                                                   62,146                    15,677
                                                                            ------------------         -----------------
                                                                                                       
            Total current Liabilities                                                  490,271                   410,963
                                                                            ------------------         -----------------
                                                                                                       
Shareholders' deficit                                                                                  
    Common stock - $.005 par value, 50,000,000 shares                                   63,801                    63,801
        authorized 12,760,140 shares issued and outstanding                                            
    Capital in excess of par value                                                   1,072,812                 1,072,812
    Accumulated deficit                                                             (1,567,983)               (1,503,438)
                                                                            ------------------         ----------------- 
      Total shareholders' deficit                                                     (431,370)                 (366,825)
                                                                            ------------------         ----------------- 
                                                                                                       
                                                                                                       
            Total liabilities and shareholders, deficit                  $              58,901      $             44,138
                                                                            ==================         =================
</TABLE>
--------------------------------------------------------------------------------
The accompanying note is an integral part of these financial statements.



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<PAGE>   4
                   INTERNATIONAL MANAGEMENT & RESEARCH CORP.
                  CONSOLIDATED STATEMENTS OF LOSS (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         NINE MONTHS ENDED                             THREE MONTHS
                                                           SEPTEMBER 30,                                   ENDED
                                                                                                       SEPTEMBER 30,
                                                      1997                     1996                1997                  1996      
                                               ------------------        -----------------    --------------       ----------------
<S>                                           <C>                       <C>                  <C>                  <C>
Other expenses                                                                             
  Professional fees                           $            24,639       $            7,018   $         6,888      $           2,353
  General and administrative expenses                      41,054                   79,756            11,992                 11,735
                                               ------------------        -----------------    --------------       ----------------
      Total other expenses                                 65,693                   86,774            18,880                 14,088
                                                                                           
Investment and other income                                                                
  Investment income                                             -                   85,000                 -                 85,000
  Interest income                                           1,148                   14,722               383                  3,320
  Other income                                                  -                        -                 -                      -
                                               ------------------        -----------------    --------------       ----------------
      Total investment and other                                                           
        income                                              1,148                   99,722               383                 88,320
                                               ------------------        -----------------    --------------       ----------------
                                                                                           
Net loss                                      $           (64,545)      $           12,948   $       (18,497)     $          74,232
                                               ==================        =================    ==============       ================
                                                                                           
Loss per common share                                      ($.00)                     $.00            ($.00)                   $.00
</TABLE>
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The accompanying note is an integral part of these financial statements.



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                   INTERNATIONAL MANAGEMENT & RESEARCH CORP.
                 CONSOLIDATED STATEMENTS OF ACCUMULATED DEFICIT
                                  (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          NINE MONTHS ENDED
                                                                            SEPTEMBER 30,
                                                                   1997                       1996
                                                           --------------------       ---------------------
<S>                                                    <C>                        <C>
Balance - Beginning of the period                      $             (1,503,438)  $              (1,503,386)
                                               
Net (Loss) Gain for the period                                          (64,545)                     12,948
                                                           --------------------       ---------------------
                                               
Balance - End of the period                            $             (1,567,983)  $              (1,490,438)
                                                           ====================       ===================== 
</TABLE>                                       
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The accompanying note is an integral part of these financial statements.



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                   INTERNATIONAL MANAGEMENT & RESEARCH CORP.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                             NINE MONTHS ENDED
                                                                                               SEPTEMBER 30,
                                                                                       1997                            1996         
                                                                              ----------------------           ---------------------
<S>                                                                         <C>                              <C>
Cash flows from operating activities                                      
  Net income (loss)                                                         $               (64,545)         $               12,948
                                                                              ----------------------           ---------------------
  Adjustments to reconcile net loss to net cash used in                   
   operating activities                                                   
       Change in                                                          
        Accounts receivable                                                                    (440)                              0
        Increase in notes receivable                                                              0                          60,085
        Prepaid expenses and other current assets                                                 0                           4,968
        Accounts payable and accrued expenses                                                32,839                          47,906
        Due to affiliate                                                                     46,469                          24,571
                                                                              ----------------------           ---------------------
  Total adjustments                                                                          78,868                         137,530
                                                                              ----------------------           ---------------------
Net cash provided by (used in) operating activities                                          14,323                         150,478
                                                                              ----------------------           ---------------------

Cash flows from financing activities                                      
  Principal payments of notes payable                                                             -                        (231,000)
                                                                              ----------------------           ---------------------
        Net cash provided by (used in) financing activities                                       -                        (231,000)
                                                                              ----------------------           ---------------------
Net increase (decrease) in cash and cash equivalents                                         14,323                         (80,522)
Cash and Cash equivalents, beginning                                                          7,138                          83,895
                                                                              ----------------------           ---------------------
Cash and cash equivalents, ending                                           $                21,461         $                 3,373
                                                                              ======================           =====================
                                                                          
Schedule of noncash financing transactions:                               
  In 1996, the company forgave notes and accrued interest                 
  receivable from Biosonics, Inc. totaling $379,968 in                    
  exchange for Biosonics, Inc. assuming liability of the                  
  Company.                                                                
</TABLE>
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The accompanying note is an integral part of these financial statements.



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                   INTERNATIONAL MANAGEMENT & RESEARCH CORP.
                   NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1997
--------------------------------------------------------------------------------

NOTE 1               The unaudited financial statements presented herein have
                     been prepared in accordance with the instructions to Form
                     10-Q and do not include all of the information and note
                     disclosures required by generally accepted accounting
                     principles.  These statements should be read in
                     conjunction with the financial statements and notes
                     thereto included in the Company's Form 10-K annual report
                     for the year ended December 31, 1996.  In the opinion of
                     management, these financial statements include all
                     adjustments, consisting only of normal recurring
                     adjustments, necessary to summarize fairly the Company's
                     financial position and results of operations.  The results
                     of operations for the nine-month period ended September
                     30, 1997 may not be indicative of the results that may be
                     expected for the year ending December 31, 1997.

NOTE 2               The 1996 consolidated financial statements include the
                     accounts of International Management & Research
                     Corporation and its wholly-owned subsidiary IMRC Holdings,
                     Inc. (IMRCH).  In accordance with guidelines established
                     by the United States Securities and Exchange Commission,
                     the 1996 financial statements prior to the period ending
                     December 31, 1996 also include the accounts of Biosonics,
                     Inc., which the Company had majority ownership of until
                     September 1996.  All intercompany balances and
                     transactions have been eliminated.

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ITEM 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS.

Liquidity and Capital Resources

During the period ending September 30, 1996, Biosonics, Inc. ("Biosonics")
increased its authorized shares and issued new shares to numerous individuals,
primarily in exchange for debt, and from the conversion of preferred stock,
IMRCH's ownership of common stock of Biosonics decreased to less than 50%. The
Company through its wholly owned subsidiary IMRCH owned 110,138,930 shares or
38.26% of Biosonics common stock. Accordingly IMRC is no longer able to
consolidate with Biosonics' financial statements. Financial statements prior to
the period of September 30, 1996 include consolidated financial statements with
Biosonics, Inc.

The Company is essentially a holding company. Except for certain management
services provided to Biosonics, the company presently conducts no business of
its own. Aside from certain overhead expenses, substantially all of the
consolidated results of operations in 1996 relate to the operations of
Biosonics. As previously noted, the Company's 1997 financial statements do not
include the accounts of Biosonics.

In his capacity as an executive officer of IMRC, Mr. Paller deferred his salary
from IMRC for the years ended December 31, 1989 through 1996, including $42,000
of deferred salary per year for the years ended December 31, 1994, 1995 and
1996

As a holding company, the Company does not have any substantial assets other
than common stock of Biosonics.

Results of Operations

The Company had no operating activities except for certain services provided in
connection with IMRCH's holding of Biosonics' common stock, as well as legal
and accounting expenses related to reporting matters under federal securities
laws.

IMRC loaned $17,000 to a non-affiliated party of the company, thereby
generating interest income at 9% per annum, from this loan.

PART II          OTHER INFORMATION

ITEM 1.          LEGAL PROCEEDINGS

None

ITEM 2.          CHANGES IN SECURITIES.

None

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

None



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ITEM 6.          EXHIBITS AND REPORTS ON FORM 8-K

           (a)   Exhibits:

                 *3.1     Articles of Incorporation (Exhibit to Registrant's
                          Registration Statement on Form 10 ["Form 10"]

                 *3.5     By-laws of Registrant, as amended.  (Exhibit to
                          Registrant's Form 10 ["Form 10"]

                 27       Financial Data Schedule

           (b)   Reports on Form 8-K:

                 None

-------------------------------------
*          Incorporated by reference



                                  SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.


                                            INTERNATIONAL MANAGEMENT &
                                            RESEARCH CORP.
                                              
Date:   November      17    , 1997          By:   /s/Jack Paller
                 -----------                    --------------------

                                            Jack Paller, President, Chairman 
                                            (Principal Executive Officer), 
                                            Principal Financial Officer and 
                                            Principal Accounting Officer and 
                                            Sole Director



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