SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A
                                   (Mark One)
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 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 O-26262

                            U.S. BRIDGE OF N.Y., INC.
             (Exact name of registrant as specified in its charter)

New York                                     11-3032277
(State or other Jurisdiction of              (I.R.S. Employer
Incorporation or Organization)               Identification No.)

                    53-09 97th Place, Corona, New York 11368
              (Address of Principal Executive Offices) (Zip Code)

                                 (718) 699-0100
              (Registrant's Telephone Number, including area code)

               Securities registered pursuant to Section 12(b) of
                                    the Act:
          Title of each class Name of each exchange on which registered
                                      NONE

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

                         Common Stock Purchase Warrants
                                (Title of Class)

     Check whether the Issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such  shorter  period that  registrant  was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

     Check  if no  disclosure  of  delinquent  filers  in  response  Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  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  aggregate  market  value of the voting  stock on  September  30,  1997
(consisting of Common Stock,  $.001 par value per share) held by  non-affiliates
was approximately $2,590,336 based upon the average closing bid and asked prices
for such Common Stock on said date ($2.56),  as reported by a market  maker.  On
such date, there were 2,302,515 shares of Registrant's Common Stock outstanding.



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                                   SIGNATURES


         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, this 10th day of October, 1997.


                                           U.S. BRIDGE OF N.Y., INC.
                                           \s\ Joseph M. Polito
                                           Joseph M. Polito, President


         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  Registrant and in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>



<S>                                                  <C>                                                          <C>
\s\ Joseph M. Polito                                 President and Director                                       10\10\97
Joseph M. Polito                                     (Chief Executive                                             Date
                                                     Officer)


\s\ Ronald J. Polito                                 Secretary and Director                                       10\10\97
Ronald J. Polito                                                                                                  Date



\s\ Steven J. Polito___                              Treasurer                                                    10\10\97
Steven J. Polito                                                                                                  Date



\s\ Phillip Neilson___                               Director                                                     10\10\97
Phillip Neilson                                                                                                   Date


\s\ Marvin Weinstein                                 Director                                                     10\10\97
Marvin Weinstein                                                                                                  Date
</TABLE>

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