1
                                  FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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

For the quarterly period ended March 31, 1997

                                       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:             0-22390
                       ---------------------------------------------------------

                           U.S. MEDICAL SYSTEMS, INC.
                           --------------------------

Delaware                                          68-0206382
- ----------------------------------------------    --------------------
(State or other jurisdiction of incorporation     (I.R.S. Employer 
or organization)                                   Identification No.)

7600 Burnet Road, Suite 350, Austin, TX                         78757
- --------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code. . . . . . .  (512) 795-0440

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 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
                       --------       ---------   

Number of shares outstanding of the issuer's common stock, as of March 31, 1997:
2,873,823



                                 Page 1 of 13
   2





                           U.S. MEDICAL SYSTEMS, INC.

                                     INDEX




                  PART I   FINANCIAL INFORMATION                                          PAGE
                  ------------------------------                                          ----
                                                                                       
                  Item 1.  Financial Statements

                           Unaudited Condensed Consolidated Balance Sheets -
                           March 31, 1997 and June 30, 1996                               3

                           Unaudited Condensed Consolidated Statements of
                           Operations - For the three months ended
                           March 31, 1997 and March 31, 1996                              4

                           Unaudited Condensed Consolidated Statements of
                           Operations - For the nine months ended March 31, 1997
                           and March 31, 1996                                             5

                           Unaudited Condensed Consolidated Statements of
                           Cash Flows - For the nine months ended March 31, 1997
                           and March 31, 1996                                             6

                           Notes to the Unaudited Condensed Consolidated
                           Financial Statements                                           7

                  Item 2.  Management's Discussion and Analysis of Financial
                           Conditions and Results of Operations                           9

                  PART II. OTHER INFORMATION

                           Signature                                                     13





                                 Page 2 of 13
   3


                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


                           U.S. MEDICAL SYSTEMS, INC.
                UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS




                                                            March 31        June 30
                                                              1997           1996
                                                           -----------    -----------
                                                                            
ASSETS
Current Assets
  Cash and cash equivalents                                $   181,014    $    22,014
  Accounts receivable                                          174,167         67,479
  Inventory                                                     80,960        111,043
  Prepaid expenses                                               7,028          7,720
                                                           -----------    -----------
                     TOTAL CURRENT ASSETS                      443,169        208,256

Other Assets
  Property and equipment, net                                   17,949         25,346
  Intangible assets, net                                        71,006        141,796
                                                           -----------    -----------
                      TOTAL OTHER ASSETS                        88,955        167,142
                                                           -----------    -----------
                         TOTAL ASSETS                      $   532,124    $   375,398
                                                           ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                         $    39,426    $    53,174
  Accrued liabilities                                           28,435        114,724
  Current portion of long-term debt due to stockholders         49,500        796,950
                                                           -----------    -----------
                   TOTAL CURRENT LIABILITIES                   117,361        964,848
                                                           -----------    -----------

                       TOTAL LIABILITIES                       117,361        964,848
                                                           -----------    -----------

Stockholders' Equity
  Common stock, 20,000,000 shares authorized, $ .01 par
  value, 2,873,823 issued and outstanding March 31, 1997
  and 2,332,023 issued and outstanding June 30, 1996            28,738        117,246
  Additional paid-in capital                                 7,039,383      5,826,636
  Accumulated deficit                                       (6,653,358)    (6,533,332)
                                                           -----------    -----------
                  TOTAL STOCKHOLDERS' EQUITY                   414,763       (589,450)

              TOTAL LIABILITIES AND STOCKHOLDERS'
                                                           -----------    -----------
                            EQUITY                         $   532,124    $   375,398
                                                           ===========    ===========



        The accompanying notes are an integral part of these unaudited
                      consolidated financial statements.


                                 Page 3 of 13
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                           U.S. MEDICAL SYSTEMS, INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATION




                                               For the three months  For the three months
                                                  ended March 31      ended March 31
                                                       1997                 1996
                                                 ----------------    ----------------
                                                                            
Net Sales                                        $        218,889    $        163,725
Cost of sales                                             (63,962)            (95,868)
                                                 ----------------    ----------------
                         GROSS PROFIT                     154,927              67,857

Costs and expenses
  General and administrative                               56,307              45,715
  Selling and marketing                                      (802)             11,566
  Research and development                                    874              (3,963)
  Depreciation and amortization                            16,573              43,626
                                                 ----------------    ----------------
                    TOTAL COST AND EXPENSES                72,952              96,944

                                                 ----------------    ----------------
                 PROFIT (LOSS) FROM OPERATIONS             81,975             (29,087)

Other income (expense)
  Interest income                                           2,140                 832
  Interest expense                                         (1,238)            (19,923)
  Miscellaneous income (expense), net                         586                 294
                                                 ----------------    ----------------
                 TOTAL OTHER INCOME (EXPENSE)               1,488             (18,797)

                                                 ----------------    ----------------
                       NET PROFIT (LOSS)         $         83,463    $        (47,884)
                                                 ================    ================

Net income (loss) per share                      $           0.03    $          (0.01)
                                                 ================    ================

Weighted average shares outstanding                     2,741,954           8,509,140



        The accompanying notes are an integral part of these unaudited
                      consolidated financial statements.


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   5


                           U.S. MEDICAL SYSTEMS, INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATION




                                               For the nine months   For the nine months
                                                 ended March 31        ended March 31
                                                     1997                 1996
                                                -----------------    -----------------
                                                                             
Net Sales                                       $         435,156    $         433,562
Cost of sales                                            (195,717)            (210,821)
                                                -----------------    -----------------
                         GROSS PROFIT                     239,439              222,741

Costs and expenses
  General and administrative                              221,239              263,987
  Selling and marketing                                    38,002               92,580
  Research and development                                  7,890               82,245
  Depreciation and amortization                            77,549              135,725
                                                -----------------    -----------------
                   TOTAL COSTS AND EXPENSES               344,680              574,538

                                                -----------------    -----------------
                     LOSS FROM OPERATIONS                (105,241)            (351,797)

Other income (expense)
  Interest income                                           2,755                2,751
  Interest expense                                        (29,720)             (59,769)
  Miscellaneous income (expense), net                      12,180               (4,885)
                                                -----------------    -----------------
                 TOTAL OTHER INCOME (EXPENSE)             (14,785)             (61,903)

                                                -----------------    -----------------
                           NET LOSS             $        (120,026)   $        (413,700)
                                                =================    =================


Net income (loss) per share                     $           (0.07)   $           (0.05)
                                                =================    =================

Weighted average shares outstanding                     1,765,608            8,509,140




        The accompanying notes are an integral part of these unaudited
                      consolidated financial statements.


                                 Page 5 of 13

   6


                           U.S. MEDICAL SYSTEMS, INC.
           UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                               For the nine months   For the nine months
                                                                 ended March 31        ended March 31
                                                                      1997                 1996
                                                                 ----------------    ----------------
                                                                                             
Cash flows from operating activities
Net Loss                                                         $       (120,026)   $       (413,700)
Adjustments to reconcile net loss to net cash used for
   operating activities:
     Depreciation and amortization                                         77,549             104,266
     Loss on disposition of excess equipment                                  638
     Changes in assets and liabilities
          Accounts receivable                                            (106,688)             60,614
          Inventories                                                      30,083              70,882
          Prepaid expenses and other assets                                   692               2,606
          Accounts payable and accrued liabilities                          5,852             (42,930)
                                                                 ----------------    ----------------

            Net cash used for operating activities                       (111,900)           (218,262)
                                                                 ----------------    ----------------

Cash flows from investing activities:
     Proceeds from sales of furniture and equipment                          --                62,439

                                                                 ----------------    ----------------

     Net cash provided by (used for) investing activities                                      62,439
                                                                 ----------------    ----------------

Cash flows from financing activities:
     Additional paid in capital                                              --                59,400
     Proceeds from issuance of common stock                                  --                   600
     Private Placement shareholders' investment                           270,900                --
                                                                 ----------------    ----------------

           Net cash provided by financing activities                      270,900              60,000
                                                                 ----------------    ----------------

Increase (decrease) in cash                                               159,000             (95,823)

Cash and cash equivalents at beginning of year                             22,014             194,969
                                                                 ----------------    ----------------


Cash and cash equivalents at end of period                       $        181,014    $         99,146
                                                                 ================    ================


Supplemental non-cash financing activities:
  The following occurred in December 1996 
         1.  3,177,325 shares of common stock held in escrow
         were canceled
         2.  A one-for-seven reverse split of common stock was
         completed 
         3.  1,110,983 shares of common stock were issued in
         exchange for notes payable totaling $747,450 and
         accrued interest totaling $105,889 




        The accompanying notes are an integral part of these unaudited
                      consolidated financial statements.


                                 Page 6 of 13

   7


U.S. MEDICAL SYSTEMS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


1.       ORGANIZATION

         U.S. MEDICAL SYSTEMS, INC. (the "Company"), (formally Medical Polymers
         Technologies, Inc.), through its wholly-owned subsidiary U.S. Medical,
         Inc., develops, produces and markets products directed at the
         over-the-counter consumer market and products related to infection
         prevention for the professional dental health care industry.

         The Company's current cash resources have not been sufficient to
         support the Company's current debt interest payments and extensive
         consumer promotion of existing products. As such, the Company is
         focusing its strategy on the Miracle Grip(R) and PDS(R) Clean
         products. Due to the extensive capital requirements for consumer
         advertising, the Company will curb new product launches in 1997 and
         only market its two revenue producing products. In December 1996, the
         Company completed a restructuring and $853,000 of its long term debt
         was converted to equity.

2.       BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
         have been prepared in accordance with the rules and regulations of the
         Securities and Exchange Commission and, accordingly, do not include
         all information and footnotes required under generally accepted
         accounting principles for complete financial statements. In the
         opinion of management, these interim condensed consolidated financial
         statements contain all adjustments (consisting of normal recurring
         adjustments) considered necessary for a fair presentation of the
         financial position of the Company as of March 31, 1997, and the
         results of the Company's operations and its cash flows for the three
         months and nine months ended March 31, 1997 and 1996. These condensed
         consolidated financial statements should be read in conjunction with
         the Company's Annual Report on Form 10-KSB/A-1 filed on September 19,
         1996.

3.       INVENTORIES

         At March 31, 1997 and June 30, 1996, inventories consisted primarily
         of finished products, work in progress and raw chemicals. The balance
         of inventory consisted of packaging materials for Miracle Grip(R).

4.       LONG TERM DEBT

         The Company completed a private placement of 10% subordinated debt
         with warrants to existing shareholders on March 1, 1995 for $805,000.
         This private placement included one stock purchase warrant exercisable
         for approximately 2.9 shares of $.01 par value Common Stock of the
         Company for every $1.00 of principal. One cent of each dollar invested
         was attributed to the purchase of the warrants and $0.99 was
         attributed to the notes. The warrants were exercisable at any time
         after September 1, 1995 until February 27, 2000 at an exercise price
         of $0.15 per share of common stock, subject to adjustment. Terms of
         debt were 10% interest only to be paid March 1, 1996; 10% interest and
         one-half of the principal to be paid March 1, 1997; and 10% interest
         and the balance of the principal was to be paid March 1, 1998. The
         amount of the proceeds 





                                 Page 7 of 13
   8

         attributable to the warrants ($8,050) was recorded as a discount to
         debt (to be amortized over the life of the debt) and an increase to
         additional paid-in capital. Offering expenses of $35,000 were incurred
         and recorded as an intangible asset in the financial statements.
         However, the remaining unamortized offering expense of $21,000 were
         written off in December 1996, when the debt was converted to equity.
         These expenses were being amortized over the life of the debt. On
         November 19, 1996, stockholders approved a reorganization plan which
         converted $853,000 of the principle and interest of this debt to
         equity. On December 17, 1,110,983 shares of common stock was issued to
         satisfy the above debt. Warrants related to this private placement
         were canceled as part of the reorganization. There is one debt holder
         remaining which represents $49,500 of principle and approximately
         $9,075 in interest. The Company is seeking to restructure this debt.

5.       REORGANIZATION PLAN

         In order to address the Company's financial problem and return the
         Company to a stable financial condition, management, with the approval
         of the Board of Directors, devised a Reorganization Plan. The
         Reorganization Plan called for the cancellation of all the
         indebtedness of the Company to its noteholders through an offer to
         exchange the outstanding notes for the Company's Common Stock. On June
         10, 1996, the Vancouver Stock Exchange indicated that it had no
         objection to the proposed debt settlement with the noteholders.
         Written approval was secured by twenty-three of the noteholders. The
         stockholders approved the debt settlement on November 19, 1996.
         Stockholders also approved, as part of the reorganization, a
         consolidation of the Company's shares on a one-for-seven reverse split
         and approved a change of the name of the Company to U. S. Medical
         Systems, Inc. Other items the Company took action on as part of the
         reorganization, which did not require stockholder approval, were:
         cancellation of 3,177,325 escrowed shares and a private placement
         which raised approximately $270,900. On December 17, 1996, the
         Vancouver Stock Exchange approved the reorganization and the company
         began trading as U.S. Medical Systems, Inc. on the Vancouver Stock
         Exchange (Symbol: USS) and the NASD Bulletin Board (Symbol: USME). On
         January 22, 1997, the Vancouver Stock Exchange approved the private
         placement. Since the private placement was not approved until January
         1997, $213,275 received in December 1996 from investors in the private
         placement was recorded as U.S. Medical Systems, Inc. liabilities and
         included in accrued liabilities in the December 31, 1996 financial
         statements. An additional $57,625 was received in this reporting
         period and 541,800 shares of common stock were issued in January 1997.

6.       NET INCOME (LOSS) PER SHARE

         Net (loss) per share is computed by dividing net income (loss) by the
         weighted average number of common shares and common share equivalents
         (if dilutive) during each period. As required by accounting principles
         generally accepted in the United States, issued and outstanding shares
         of common stock which are held in escrow are excluded from the
         weighted average number of common and common equivalent shares because
         the release of such shares is contingent upon the Company reaching
         certain financial goals which have not yet been attained. In this
         period due to the one for seven reverse split in the last period, the
         weighted averages were recomputed. On March 31, 1997, the weighted
         average, excluding escrow shares, was 1,765,608 for the nine month
         period and 2,741,954 for the quarter being reported.




                                 Page 8 of 13
   9


ITEM 2.

This quarterly report on Form 10-Q contains certain forward-looking statements
and information relating to the Company and its subsidiaries that are based on
the beliefs of the Company's management as well as assumptions made by and
information currently available to the Company's management. When used in this
report, the words "anticipate," "believe," "estimate" and "intend" and words or
phrases of similar import, as they relate to the Company or its subsidiaries or
Company management, are intended to identify forward-looking statements. Such
statements reflect the current risks, uncertainties and assumptions related to
certain factors including, without limitations, competitive factors, general
economic conditions, customer relations, relationships with vendors,
governmental regulation and supervision, seasonality, distribution networks,
product introductions and acceptance, technological change, changes in industry
practices, onetime events and other factors described herein. Based upon
changing conditions, should any one or more of these risks or uncertainties
materialize, or should any underlying assumptions prove incorrect, actual
results may vary materially from those described herein as anticipated,
believed, estimated, expected or intended. The Company does not intend to
update these forward-looking statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The discussion below analyzes changes in the consolidated operating results and
financial conditions of the Company during its third quarter of fiscal 1996 and
1997 and the nine month period ended March 31, 1996 and 1997.

GENERAL

The Company experienced an increase in net sales, a profit from operation and a
profit for the fiscal quarter ended March 31, 1997. Net sales increased 33.7%
during the third quarter from $163,725 in 1996 to $218,889 in 1997. Operating
profits increased 335% from a loss of $29,087 in fiscal 1996 to a profit
$81,975 in fiscal 1997 third quarter. Net profit increased 274% from a loss of
$47,884 in 1996 to a profit of $83,463 for the reporting quarter. The Company's
gross margin increased to 70.7% in 1997 from 41.4% in 1996. The increase in
gross margin was due primarily to the increased sales of the PDS(R) product
line in this quarter. Losses are anticipated in 1997 as the Company continues
its efforts to obtain increased market acceptance for its Miracle Grip(R)
product line, and expand the PDS(R) line to other markets.

The increase in sales for the current period is attributable to the sales in
PDS(R) line. Likewise, increases in operating profits are related to the
increase in sales and to decreases in overall expenses. It is expected that
overhead expenses should be stable in the next period.

The Company continues to seek increases in sales of the Miracle Grip(R) product
line through major food and drug chains in the United States. Likewise, the
Company has completed a direct mail test in areas of the country where Miracle
Grip(R) is not sold and may continue to pursue sales through that channel as
well. Strategically, the Company will require additional capital to manufacture
and market existing and future products developed internally.

During the previous period, the Board of Directors completed a reorganization
plan to restructure the Company and convert debt to equity. There can be no
assurance that the reorganization approved by stockholders in November and by
the Vancouver Stock Exchange will ensure financial success. Likewise, there can
be no assurance that the Company will be able to sustain operations through
1997, convert its remaining raw materials and packaging inventories into
salable products and successfully




                                 Page 9 of 13
   10

market its products. At the Company's annual meeting, stockholders were told
that the Company might seek to sell one or all of its existing product lines
and seek to acquire an existing company.

The Company has suffered significant net losses, has a substantial accumulated
deficit and has generated significant negative cash flows from operations.
Marketing and costs to maintain inventory during fiscal 1997 will require
significant cash resources. The Company obtained $270,900 in December 1996 and
January 1997 in connection with the private placement of equity and warrants.
However, there can be no assurance that the additional cash resources will
enable the Company to sustain operations in the next fiscal year, convert its
remaining raw materials and packaging inventories into salable products and
successfully market its products. In consideration of this, additional
financing may be required in order to continue to fund operations. See the
discussion under "Liquidity and Capital Resources" below.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain items from
the Company's Condensed Consolidated Financial Statements of Income, expressed
as a percentage of revenue:



                                           Three months ended       Nine months ended
                                                March 31               March 31
                                            1997        1996        1997       1996
- ------------------------------------------------------------------------------------
                                                                      
NET SALES                                  100.0%      100.0%      100.0%      100.0%
COSTS AND EXPENSES
Cost of sales                              (29.2%)     (58.6%)     (45.0%)     (48.6%)
General and administrative                 (25.7%)     (27.9%)     (50.9%)     (60.9%)
Selling and marketing                       0.04%       (7.1%)      (8.7%)     (21.4%)
Research and development                   (0.04%)       2.4%       (1.8%)     (19.0%)
Depreciation and amortization               (7.6%)     (26.6%)     (17.8%)     (31.3%)
                                         -------------------------------------------
OPERATING EXPENSES                         (62.5%)    (117.7%)    (124.2%)    (181.1%)

INCOME (LOSS) from operations               37.5%      (17.8%)     (24.2%)     (81.1%)

Total other income (expense):                0.6%      (11.5%)      (3.4%)     (14.3%)

NET INCOME (LOSS)                           38.1%      (29.3%)     (27.6%)     (95.4%)
=====================================================================================


COMPARISON OF THREE MONTHS ENDED MARCH 31, 1997 AND 1996

Net sales for the three months ended March 31, 1997, increased 33.7% to
$218,889 from $163,725 for the same period last year. Approximately two-thirds
of the 1997 sales were related to PDS(R) Clean product for the dental market
which has higher margins, lower cost of goods and lower marketing costs. Sales
of the polymer film product line decreased 31% from last year's period. This
was due to the loss of the Walgreens account due to slower than expected sales
in their stores. Net sales of the discontinued stick technology decreased 83%
compared to the corresponding fiscal 1996 period. Sales of the PDS(R) line were
up in this period.

Cost of goods sold as a percentage of net sales decreased to 29.2% from 58.6%
in the fiscal 1996 period. The decrease was primarily the result of a shift in
mix of sales, with increased sales in the PDS(R) technology compared to the
film technology product and higher gross margins of products sold in the




                                 Page 10 of 13
   11

current period. Gross margins are expected to fluctuate in future quarters with
mixed sales between the polymer film technology and the PDS(R) line.

General and administrative expenses increased by $10,592, or 23.2% in the third
quarter 1997 period compared to the 1996 period primarily as a result of
nonrecurring expenses of approximately $25,000 related to legal, accounting,
shareholder communications expenses due to the reorganization and an adjustment
in vacation accrual. Overhead expenses are expected to be stable in the next
quarter. Management plans to continue cost cutting efforts in this area.

The decrease of over $12,000 or 106.9% in sales and marketing expenses in the
third quarter 1997 period was largely associated with a credit of promotional
and advertising cost on the Miracle Grip(R) product line from the previous
quarter. Currently sixteen brokers representing the Company market the Miracle
Grip(R) product. Selected advertising and in-store promotions will continue
during fiscal 1997.

Research and development expenses increased to less than $1,000 in the current
period. The increase was attributed to consulting fees to NewForm Development
Labs.

Interest expense decreased to $1,238 attributable to the debt conversion of
$853,000 of principle and interest. The interest income increased 257% in the
period due to the equity raised in the last period. There was an increase of in
miscellaneous income due to a refund on product liability insurance from an
overpayment in fiscal 1996.

As a result of the above activities, the Company's losses decreased from
$47,884 in the fiscal 1996 period, or $0.01 per share to a profit of $83,463,
or $0.03 per share in fiscal 1997's third quarter. If the Company is able to
enhance advertising support for Miracle Grip(R) in 1997, management anticipates
the sales volumes should grow for the Miracle Grip(R) product line. However,
the Company operates in a highly competitive industry with companies that are
better established in the market place and have vastly greater resources than
the Company. Therefore, there can be no assurances that demand for the
Company's Miracle Grip(R) product line will continue to grow.

COMPARISON OF NINE MONTHS ENDED MARCH 31, 1997 AND 1996

Net sales for the nine months ended March 31, 1997 were flat at $435,156 as
compared to $433,562 for the same period of the previous year. The flat sales
were attributable to reduced purchases of the QUITCH(R) products due to the
discontinuance of the solid stick technology. Sales of Miracle Grip(R)
increased by 19% over the fiscal 1996 nine month period.

Costs of goods sold as a percentage of net sales declined to 45.0% from 48.6%
in the fiscal 1996 period. This increase resulted from increased PDS(R) products
being manufactured in the third quarter.

General and administrative expenses decreased by $42,749 or 16.2% to $221,239
in the nine month period. This was due primarily to reduced staff in the
period. The Company is currently contracting all accounting and market support
services. The Company expects that general and administrative expenses will
stabilize since the Company is currently placing emphasis on cost controls and
limiting non-essential spending whenever feasible. However, efforts to acquire
a company will effect these expense areas.

Sales and Marketing expenses also decreased by $54,578 or 59% to $38,002 from
$92,580 in the nine month period last year. This continued decrease resulted
from the management decision to eliminate the costly master broker arrangement,
and reduce broad based national advertising until distribution expands.



                                 Page 11 of 13
   12

Research and development expenses decreased 90.4% to $7,890 in the nine month
period. This resulted from the completion of clinical studies and stability
studies and the completion of development on current and future products with
NewForm Labs. The Company expects that research and development costs will be
minimal through the remainder of fiscal year 1997.

Interest expense decreased to $29,720 attributable to the debt to equity
conversion by stockholders from the debt financing of $805,000 on March 1,
1995. The stabilization in interest income of $2,755 from the previous nine
month period last year was a result of more interest bearing investments during
the current period due to the increased cash infusion from the private
placement in the last period. The increase in miscellaneous income by $12,180
in the nine month period from last year is attributed to a refund on product
liability insurance from fiscal 1996.

Net losses of $120,026 were down $293,674 or 71.0% from the corresponding
fiscal 1996 nine month period. The continued reduction is losses resulted from
increased strength in product sales and the steady focus of management at cost
controls including less expensive manufacturing processes.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at March 31, 1997 was $325,808 compared to a deficit in working
capital at June 30, 1996 of $756,592. Current ratio was 3.78 from 0.22 at June
30, 1996. The increase in working capital is due to the conversion of $853,000
of the Company's debt to equity and an cash infusion of $270,900 due to the
closing of a private placement in the period, as well as a profitable third
quarter.

There were no capital expenditures in this period.

Total long term debt outstanding was $49,500, not including accrued interest on
the debt, at March 31, 1997 of $9,075, which was a 94% reduction from the first
quarter. Interest on the remaining debt is being accrued monthly.

In December 1996, the Company completed a reorganization plan which included
the conversion $853,000 of debt and interest through November 1, 1996 to
equity. This transaction was approved by 23 of the 24 noteholders representing
94% of the Company's outstanding debt. The Company is negotiating to
restructure the remaining 6% of the debt.

Management believes the reorganization, including the debt conversion to
equity, together with existing cash resources and net proceeds from sales of
its products and the completed private placement will be satisfactory to fund
operations for the next six to nine months. There can be no assurance that the
Company will be able to obtain financing on acceptable terms, if at all, to
fund operations beyond that time frame. Currently, management is reviewing a
number of acquisition opportunities however, there are no immediate
opportunities to present to the stockholders.




                                 Page 12 of 13
   13


                                    SIGNATURE

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 thereunto duly authorized.


                                                  U.S. MEDICAL SYSTEMS, INC.
                                                  THE REGISTRANT

Date:  April 29,1997
                                                  /s/ SHARRI MCANALLY
                                                  -----------------------------
                                                  Sharri McAnally
                                                  Corporate Secretary

         (an authorized accounting officer on behalf of the registrant)


                                 Page 13 of 13


   14
                               INDEX TO EXHIBITS




EXHIBIT 
NUMBER           DESCRIPTION                       
- ------           -----------                       
                                     
27               Financial Data Schedule