<PAGE>
 
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549
                                  FORM 10-QSB

(Mark One)

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1997

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________ TO
     ________________.

                        Commission file number  0-27286
                                                --------

                                 HELISYS, INC.
       (exact name of small business issuer as specified in its charter)

                Delaware                           95-4552813
       (State or other jurisdiction    (I.R.S. Employer Identification Number)
     of incorporation or organization)

            24015 Garnier Street, Torrance, California       90505
                   (Address of principal executive offices)

                                (310) 891-0600
                          (Issuer's telephone number)

                                NOT APPLICABLE
                                        
             (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 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  
                                     ---       ---  

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.


              Class                 Outstanding at April 30, 1997
              ------                -----------------------------
 
    Common Stock, $.001 par value                  4,008,401



                              Page 1 of __ Pages
                           Exhibit Index on Page __

<PAGE>
 
                                 HELISYS, INC.
                             INDEX TO FORM 10-QSB


PART I.  FINANCIAL INFORMATION
<TABLE>
<CAPTION>
 
Item 1.  Financial Statements
<S>        <C>                                                                                            <C>
 
           Balance Sheets as of July 31, 1996 (audited)
           and April 30, 1997 (unaudited)......................................................           3
 
           Statements of Operations for the three months ended April 30, 1996 and
           1997 (unaudited), and for the nine months ended April 30, 1996 and
           1997 (unaudited)....................................................................           5
 
           Statements of Cash Flows for the nine months ended
           April 30, 1996 and 1997 (unaudited).................................................           6
 
           Notes to Financial Statements.......................................................           7
 
Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations...................................................           7
 
PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.....................................................................           13
 
 Item 2. Change in Securities..................................................................           13
 
 Item 3. Defaults Upon Senior Securities.......................................................           13
 
 Item 4. Submission of Matters to a Vote of Security Holders...................................           13
 
 Item 5. Other Information.....................................................................           14
 
 Item 6. Exhibits and Reports on Form 8-K......................................................           14
 
SIGNATURES.....................................................................................           15
 
</TABLE>

                                       2
<PAGE>
 
                                 HELISYS, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
 
                                           July 31, 1996    April 30, 1997
                                           --------------   ---------------
                                             (audited)        (unaudited)
<S>                                        <C>              <C>
ASSETS
Current assets:
  Cash and cash equivalents.............     $ 2,600,249       $   774,549
  Accounts receivable, net of reserves
   for doubtful accounts of  $120,000 as 
   of July 31, 1996, and $363,000 as of
   April 30, 1997.......................       2,408,315         3,377,759
  Inventories...........................       2,287,197         2,210,609
  Income tax receivable.................         894,670           813,490
  Prepaid expenses......................         146,061            88,540
  Deferred income taxes.................         545,553           388,553
  Other current assets..................               -            36,706
                                           -------------------------------
   Total current assets.................       8,882,045         7,690,206
                                           -------------------------------
 
Property, plant and equipment:
  Land..................................         838,000           838,000
  Building and improvements.............       1,344,122         1,344,122
  Office furniture and equipment........         471,130           582,314
  Machinery and equipment...............         695,693           819,855
                                           -------------------------------
                                               3,348,945         3,584,291
  Less - Accumulated depreciation.......         460,233           772,352
                                           -------------------------------
                                               2,888,712         2,811,939
                                           -------------------------------
 
Other assets............................          31,101            26,972
                                           -------------------------------
                                             $11,801,858       $10,529,117
                                           ===============================
</TABLE>

                                       3
<PAGE>
 
                                 HELISYS, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
 
                                           July 31, 1996    April 30, 1997
                                           -------------    --------------
                                             (audited)        (unaudited)
<S>                                        <C>              <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
                                            
Current liabilities:
 Current portion of long-term debt and
  capital lease obligation..............     $    41,892       $    47,012
 Accounts payable.......................       1,402,571         2,047,990
 Accrued liabilities....................         903,367           940,925
 Customer deposits......................          50,000            13,000
 Deferred maintenance revenue...........         699,699           935,295
 Deferred gross profits.................         446,158           263,860
                                           -------------------------------
   Total current liabilities............       3,543,687         4,248,082
                                           -------------------------------
 
Long-term debt and capital lease
 obligation, net of current portion.....       1,887,882         1,856,767
 
Stockholders' equity:
 Preferred stock, $.001 par value
   1,000,000 shares authorized, none
    issued or outstanding...............               -                 -
 Common stock, $.001 par value
   Authorized 20,000,000 shares.........
   Issued and outstanding 3,991,654
    shares as of July 31, 1996, and
    4,008,401 as of April 30, 1997                
    respectively........................           3,992             4,008
 
 Additional paid-in capital.............       5,871,083         5,981,841
 Retained earnings (accumulated deficit)         586,229        (1,511,102)
 Advance to shareholder.................         (40,536)                -
 Deferred compensation..................         (50,479)          (50,479)
                                           -------------------------------
   Total stockholders' equity...........       6,370,289         4,424,268
                                           -------------------------------
 
                                             $11,801,858       $10,529,117
                                           ===============================
</TABLE>

                                       4
<PAGE>
 
                                 HELISYS, INC.
                            STATEMENTS OF OPERATIONS
                                  (unaudited)
<TABLE>
<CAPTION>
 
                                                            For the                             For the
                                                            -------                             -------
                                                      Three Months Ended                   Nine Months Ended
                                                      ------------------                   -----------------
                                                           April 30                             April 30
                                                           --------                             --------
                                                      1996           1997                 1996              1997
                                                      ----           ----                 ----              ----
<S>                                                <C>            <C>                 <C>             <C>
Net sales...............................           $3,425,708     $4,244,534          $10,464,347     $ 9,992,972
 
Cost of sales...........................            1,803,229      2,378,738            5,360,849       6,119,996
                                                   -------------------------          ---------------------------
  Gross profit..........................            1,622,479      1,865,796            5,103,498       3,872,976
                                                   -------------------------          ---------------------------
 
Operating expenses:
  Selling, general and administrative...            1,065,422      1,509,529            3,038,202       4,293,715
  Research and development..............              493,634        524,028            1,333,212       2,045,469
                                                   -------------------------          ---------------------------
                                                    1,559,056      2,033,557            4,371,414       6,339,184
                                                   -------------------------          ---------------------------
     Income/(loss) from operations......               63,423       (167,761)             732,084      (2,466,208)
                                                   -------------------------          ---------------------------
 
Other income (expense):
  Interest/other income.................               29,755          5,151               38,218          57,103
  Interest/other expense................              (66,084)       (90,671)            (164,564)       (233,126)
                                                   -------------------------          ---------------------------
 
     Income/(loss) before
      (provision)/benefit for income                   
      taxes.............................               27,094       (253,281)             605,738      (2,642,231)
 
 
(Provision)/Benefit for income taxes....               (7,000)             -             (239,000)        544,900
                                                   -------------------------          ---------------------------

     Net income/(loss)..................           $   20,094     $ (253,281)         $   366,738     $(2,097,331)
                                                   =========================          ===========================
     Earnings/(loss) per common share:
       Net income/(loss) per common
        share outstanding...............                 0.01          (0.06)                0.12           (0.52)
                                                   =========================          ===========================
       Weighted average number of
        common shares outstanding.......            3,425,000      4,008,000            2,942,000       4,000,000
                                                   =========================          ===========================
                                   
</TABLE>

                                       5
<PAGE>
 
                                 HELISYS, INC.
                            STATEMENTS OF CASH FLOWS
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                  For the
                                                                  -------
                                                            Nine Months Ended
                                                             ------------------
                                                                 April 30,
                                                                 --------- 
                                                              1996         1997
                                                              ----         ----
<S>                                                      <C>             <C>
Cash flows from operating activities:
Net income (loss)...............................         $   366,738     $(2,097,331)
Adjustments to reconcile net income
 (loss) to net cash used in operating
 activities:
 Compensation expense from issuance of                    
  stock purchase warrants.......................                   -          67,293
 Depreciation...................................             180,435         312,119
 Employee stock compensation....................              18,216               -
 Loss on disposition of property, plant               
  and equipment.................................              24,884               -
 Changes in operating assets and
  liabilities:
   Accounts receivable..........................            (824,694)       (960,992)
   Inventories..................................            (638,898)        (33,421)
   Income taxes receivable......................                   -          81,180
   Prepaid expenses.............................            (386,258)         57,521
   Deferred income taxes........................             (71,993)        157,000
   Other assets.................................              (3,375)          4,129
   Accounts payable.............................             365,336         645,419
   Accrued liabilities..........................              50,249          37,558
   Customer deposits............................            (474,215)        (37,000)
   Deferred gross profits.......................                   -        (182,298)
   Deferred maintenance revenues................             269,015         235,596
                                                         -----------     -----------
    Net cash used in operating                    
     activities.................................          (1,124,560)     (1,713,227) 
Cash flows from investing activities:
   Purchases of property, plant and                 
    equipment...................................            (193,048)       (125,337)
                                                         -----------     -----------
    Net cash used in investing                    
     activities.................................            (193,048)       (125,337)
Cash flows from financing activities:
   Payments on long term debt and                    
    capital lease obligations...................             (27,788)        (25,995)
   Proceeds from issuance of common                                       
    stock.......................................           5,663,794          38,859
   Advance to shareholder secured by                                        
    common stock................................             (60,000)              -
   Collections on advance to                                                
    shareholder secured                              
    by common stock.............................              19,464               -
                                                         -----------     -----------
Net cash provided by financing activities.......           5,595,470          12,864
                                                         -----------     -----------
   Net increase (decrease) in cash and cash
    equivalents.................................           4,277,862      (1,825,700)
Cash and cash equivalents, beginning of period..              44,835       2,600,249
                                                         -----------     -----------
Cash and cash equivalents, end of period........         $ 4,322,697     $   774,549
                                                         ===========     =========== 
Supplemental disclosures of cash flow            
 information:                                                               
   Cash paid during the period for                                          
    interest....................................         $   147,562     $    95,668
   Cash paid during the period for                                          
    income taxes................................             301,013               -
Supplemental disclosure of noncash                                          
 investing and financing activities:                                        
   Issuance of stock purchase warrants..........                              36,706
   Inventory transfers to property,                                  
    plant and equipment.........................                             110,009
   Reacquisition of common stock                                            
    secured by shareholder note.................                              40,536 
</TABLE>

                                       6
<PAGE>
 
                                 HELISYS, INC.

                         NOTES TO FINANCIAL STATEMENTS

(1)  BASIS OF PRESENTATION
--------------------------

        The unaudited financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB.  Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles to be presented for complete financial statements.  The accompanying
financial statements include all adjustments (consisting only of normal
recurring accruals) which are, in the opinion of management, necessary for a
fair presentation of the results for the interim periods presented.  Operating
results for the three and nine month periods ending April 30, 1997, are not
necessarily indicative of the results that may be expected for the year ending
July 31, 1997.  Certain balances of 1996 have been reclassified to conform with
the 1997 presentation.

        The financial statements and related disclosures have been prepared with
the presumption that users of the interim financial information have read or
have access to the audited financial statements for the preceding fiscal year.
Accordingly, these financial statements should be read in conjunction with the
audited financial statements and the related notes thereto included in the
Company's Annual Report on Form 10-KSB as filed with the Securities and Exchange
Commission on November 13, 1996.

(2) EARNINGS (LOSS )PER COMMON SHARE
------------------------------------

        Primary earnings (loss) per common share for the three months ended
April 30, 1996 and 1997, and the nine months ended April 30, 1996 and 1997, is
based on the average weighted shares outstanding, without inclusion of common
stock equivalents, as such inclusion would be anti-dilutive or dilution would be
less than three percent.

(3) IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
-------------------------------------------------- 

     The Financial Accounting Standards Board (FASB) issued SFAS No. 128,
"Earnings per Share," in March 1997.  SFAS No. 128 is effective for interim and
annual financial statements for fiscal years ending after December 15, 1997.  On
a pro forma basis, implementation of SFAS No. 128 would have had no material
impact on the Company's financial statements for the three-month and nine-month
periods ended April 30, 1997.  This statement is not expected to have a material
effect on the Company's financial statements upon adoption.

     The FASB issued SFAS No. 129, "Disclosure of Information about Capital
Structure," in March 1997.  SFAS No. 129 is effective for financial statements
for periods ending after December 15, 1997.  This statement is not expected to
have a material effect on the Company's financial statements.

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

        During its early years, the Company obtained government funding to
conduct research and development activities relating to its Laminated Object
Manufacturing ("LOM") technology process. Commencing in 1991, commercial
operations were funded through the receipt of advance deposits from customers to
cover the costs of manufacturing the LOM systems. More recently, the Company has
funded its cash requirements primarily from cash flow from operations and
proceeds from its public offering.

        The future growth of the Company is dependent upon market acceptance of
its latest-generation rapid prototyping systems, as well as continued sales of
materials and services. In fiscal 1996, the Company significantly increased its
selling and research and development expenditures in preparation for the
introduction of its latest-generation LOM systems. The 

                                       7
<PAGE>
 
Company also restructured its sales department and increased administrative
expenditures in order to more effectively service its existing customers and to
broaden its sales efforts. These increased expenditure levels are anticipated to
continue through fiscal 1997. However, in January 1997, the Company took the
initial step in reducing the level of future expenditures by reducing the number
of its employees by approximately 10 percent. The estimated $600,000 annualized
savings from this reduction began to take effect in the third fiscal quarter of
1997. The Company began commercial shipment of its latest-generation rapid
prototyping systems, the LOM-2030H, in October of 1996. In addition, the Company
commenced shipment of its latest generation LOM-1015 Plus and new plastic
material in March of 1997. There can be no assurance that the Company will
achieve market acceptance of the LOM-2030H and LOM-1015 Plus or that sales
revenue generated by the LOM-2030H or LOM 1015 Plus and existing products and
services will be commensurate with current and future levels of the Company's
operating expenses.

        The Company has experienced significant losses from operations in the
most recent fiscal year and anticipates a loss for the 1997 fiscal year.
Although the Company anticipates achieving profitable operations in the future,
there can be no assurance that profitable operations will ever be achieved. The
Company's ability to achieve profitable operations in the future will depend in
large part on achieving significant sales of its latest-generation LOM systems.
Moreover, there can be no assurance that even if the Company generates
anticipated product and materials/services sales, the Company will not continue
to incur losses from operations. The likelihood of the long-term success of the
Company must be considered in light of the expenses, difficulties and delays
frequently encountered in the development and commercialization of new products
and competitive factors in the marketplace. Additionally, the Company used cash
of approximately $1.7 million in operations during the nine months ended April
30, 1997. While the Company expects sales of its existing products and its 
latest-generation LOM systems to support current and future levels of research
and development and other expenses, there can be no assurance that the Company
will achieve such sales levels. In May 1997, the Company obtained a $1.5 million
line of credit from Comerica Bank to replace a $1.5 million line of credit the
Company had with Cruttenden Roth. However, if the Company is unable to generate
sufficient sales or to reduce expenses to match its sales levels, the Company
will require additional debt or equity financing to continue operations. There
can be no assurance that the Company will be able to obtain such financing or
obtain such financing on terms acceptable to the Company.

        Past financial performance should not be considered a reliable
indicator of future performance and investors should not use historical trends
to anticipate results or trends in future periods.

        The Company has experienced significant quarterly fluctuations in
operating results and it expects that these fluctuations in revenue and expenses
will continue.

                                       8
<PAGE>
 
RESULTS OF OPERATIONS

        Net Sales. The Company's gross sales include sales of LOM systems,
materials used in the LOM process, and services, which consist primarily of
contracts for the repair and maintenance of installed LOM systems. Net sales
consist of gross sales less the amount of discounts, returns and allowances,
plus any income in excess of costs incurred on research and development grants.
Net sales for the three months ended April 30, 1997, were approximately
$4,245,000, an increase of approximately $819,000, or 23.9%, compared to net
sales of approximately $3,426,000 for the three months ended April 30, 1996.
This increase was primarily a result of the increase in the number of LOM
systems shipped. A total of 24 systems were shipped during the quarter ended
April 30, 1997, as compared to 17 systems for the quarter ended April 30, 1996.
Sales of materials and service for the three months ended April 30, 1997,
increased by approximately $24,000, or 3.3% over sales of materials and services
in the three months ended April 30, 1996, primarily due to the increased number
of systems that have been sold.

        Net sales for the nine months ended April 30, 1997, were approximately
$9,993,000, a decrease of approximately 4.5% compared to net sales of
$10,464,000 for the nine months ended April 30, 1996. This decrease was
primarily due to the delay in the commercial shipments of the 2030H system which
did not take place until October of 1996, as well as to lower average selling
prices as a majority of the 2030H systems were sold to foreign distributors at a
price lower than the domestic price for such systems, and the reduced selling
price of the newly introduced 1015 Plus which began shipping in March 1997.
Sales of materials and services for the nine months ended April 30, 1997,
increased by approximately $43,000 or 2.1% over sales of materials and services
for the nine months ended April 30, 1996, due primarily to the increased unit
sales.

<TABLE>
<CAPTION>
 
Product Mix Percentages:
------------------------
                                                Nine months Ended
                                                -----------------
                                       April 30, 1996    April 30, 1997
                                       --------------    --------------
        <S>                            <C>               <C>    
        LOM Systems                              80.4%             79.0%
        Materials and Service                    19.6%             21.0%
 
LOM System Units Sold During the
--------------------------------
Periods Indicated:
------------------
                                       LOM 1015s         LOM 2030s
                                       ---------         ---------
 
Three Months ended April 30, 1996             7                10
Three Months ended April 30, 1997             9                15
 
Nine months ended April 30, 1996             16                33
Nine months ended April 30, 1997             17                36
</TABLE>

                                       9
<PAGE>
 
As of April 30, 1996 and 1997, the Company had deferred revenue in the amount of
approximately $384,000 and $264,000, respectively, relating to shipment of LOM
systems subject to agreements providing the customer the right to exchange such
systems for an upgraded version.

        Gross Profit. Cost of sales consists primarily of the costs of labor,
raw materials and overhead used in the production of the Company's rapid
prototyping systems. Gross profit for the three months ended April 30, 1997, was
approximately $1,866,000, an increase of approximately $244,000, or 15.0%,
compared to gross profit of approximately $1,622,000 for the three months ended
April 30, 1996. Gross profit as a percentage of sales decreased from 47.4% in
the three months ended April 30, 1996, to 44.0% in the three months ended April
30, 1997. Higher costs to manufacture LOM-2030H systems and the lower selling
prices of LOM systems attributed to further decreases in gross margins. 

        Gross profit for the nine months ended April 30, 1997, was approximately
$3,873,000, compared to gross profit of approximately $5,103,000 for the nine
months ended April 30, 1996. Gross profit as a percentage of sales decreased
from 48.8% in the nine months ended April 30, 1996, to 38.8% in the nine months
ended April 30, 1997.  The cost associated with the delays in shipping the 2030H
along with reduced selling prices had a negative impact on gross profits for the
first nine months of fiscal 1997. Lower margins attributable to sales of
material and service continue to reduce overall margins as these categories
increased to 21.0% of revenues for the nine months ended April 30, 1997, as
compared to 19.6% of revenues for the nine months ended April 30, 1996.

        Selling, General and Administrative Expense.  Selling, general and
administrative expense consists primarily of commissions, sales and
administrative salaries, office expenses and general overhead. Selling, general
and administrative expense for the three months ended April 30, 1997, was
approximately $1,510,000, an increase of approximately $445,000, or 41.8%,
compared to approximately $1,065,000 for the three months ended April 30, 1996.
Increased costs associated with being a public company (legal, accounting,
investor relations), travel, trade shows, and advertising were responsible for
most of the increase in expenses.  

        Selling, general and administrative expense for the nine months ended
April 30, 1997 was approximately $4,294,000, an increase of approximately
$1,256,000, or 41.3%, compared to approximately $3,038,000 for the nine months
ended April 30, 1996. The growth of the infrastructure, marketing expenses and
costs of being a public company are the major reasons for the increase in
expenses.

                                       10
<PAGE>
 
        Research and Development Expense. Research and development expense
consists of engineering costs incurred in the development and enhancement of LOM
systems and new materials research. Research and development expense also
includes costs expended to secure government grants, which the Company uses to
subsidize certain research activities. To the extent that grants are awarded to
the Company, the costs incurred in performing the grant are offset by income
received from the grant. Any income in excess of costs incurred is reflected in
net sales. Research and development expense for the three months ended April 30,
1997, was approximately $524,000, an increase of approximately $30,000, or 6.1%,
compared to approximately $494,000 for the three months ended April 30, 1996.
The increase was primarily due to development costs of the new 1015 Plus
introduced in March along with sustaining engineering costs related to the
latest-generation 2030H and the costs associated with continuing development of
software and hardware upgrades for existing systems.

        Research and development expense for the nine months ended April 30,
1997, was approximately $2,045,000, an increase of approximately $712,000, or
53.4%, compared to approximately $1,333,000 for the nine months ended April 30,
1996. The increase was attributable to the development costs associated with the
2030H and 1015 Plus systems. 
 
        Income (Loss) from Operations. Loss from operations for the three months
ended April 30, 1997, was $168,000, compared to income of $63,000 for the three
months ended April 30, 1996. The loss resulted primarily from the lower margins
being realized from the sale of systems, materials and service in comparison to
the prior period and a corresponding increase in operating costs due to the
growth of the infrastructure of the Company.

        Loss from operations for the nine months ended April 30, 1997, was
approximately $2,466,000 as compared to income of approximately $732,000 for the
nine months ended April 30, 1996. The loss was a result of the delays in
shipping the 2030H, lower selling prices and higher manufacturing costs related
to LOM systems, the costs associated with the growth of the infrastructure and
increased expenses incurred as a public company.

        Other Income (Expense), net. Other expense for the three months ended
April 30, 1997, was approximately $86,000 as compared to approximately $36,000
for the three months ended April 30, 1996. The increase in expense was primarily
a result of calculated costs of approximately $37,000 for the 50,000 warrants
issued to Cruttenden Roth Incorporated to secure a $1,500,000 credit line. The
expense was determined in accordance with Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," which requires
that these equity instruments be accounted for based on the fair value at the
date of grant.

        Other expense for the nine months ended April 30, 1997, was
approximately $176,000 as compared to $126,000 for the nine months ended April
30, 1996. The increase is primarily due to the charges for the value of the
Cruttenden Roth Incorporated warrants which were recorded in the second and
third fiscal quarter. 

                                       11
<PAGE>
 
        (Provision) Benefit for Income Taxes. 

        The benefit for income taxes for the nine months ended April 30, 1997,
was approximately $545,000 as compared to a provision of approximately $239,000
for the nine months ended April 30, 1996. The ongoing tax benefits will depend
upon the Company's ability to produce profits to take advantage of tax loss
carryforwards.

Liquidity and Capital Resources

        The Company used cash of approximately $1,713,000 in operations during
the nine months ended April 30, 1997, and used cash from operating activities of
approximately $1,125,000 for the nine months ended April 30, 1996. These
operating cash flow changes are consistent with the operating losses incurred by
the Company, as well as an increase in accounts receivable offset by an increase
in accounts payable.

        Working capital was approximately $3,442,000 at April 30, 1997, compared
to approximately $5,338,000 at April 30, 1996. This decrease was primarily due
to decreases in cash equivalents and increases in accounts payable. The
decrease in cash equivalents is due to use of the Company's initial public
offering proceeds for operations and investment in infrastructure and research
and development during the nine months ended April 30, 1997. The increase in 
accounts payable is due to purchases of inventory.

        Cash used in investing activities, which includes purchases of property,
plant and equipment, was approximately $125,000 and $193,000 for the nine
months ended April 30, 1997, and April 30, 1996, respectively.

        The Company has a secured $1,500,000 credit facility with Comerica Bank.
This asset based credit facility is collateralized by substantially all the
company assets except the land and building and matures on May 1, 1998. As of
and April 30, 1997, the Company had no outstanding borrowings under its
revolving credit facility.

        The Company believes that the net proceeds of its public offering,
together with funds from operations and the Company's revolving credit facility,
will be sufficient to meet its capital needs for existing operations and future
anticipated growth of the Company for the next 12 months. To the extent that
such amounts are insufficient to finance the Company's working capital
requirements, the Company will be required to raise additional funds through
public or private equity or debt financing. There can be no assurance that such
additional financing will be available, if needed, or, if available, will be on
terms satisfactory to the Company.

                                       12
<PAGE>
 


FORWARD-LOOKING STATEMENTS

        This 10-QSB report contains forward-looking statements that involve risk
and uncertainties. As discussed in the Company's Annual Report on Form 10-KSB,
as filed with the Securities and Exchange Commission on November 13, 1996, and
other periodic filings with the Securities and Exchange Commission, the
Company's future operating results are uncertain and may be impacted by the
following factors, among others: uncertainty of market acceptance of the LOM
2030H, uncertainty of the introduction and acceptance of the next generation LOM
1015 Plus and plastic materials, potential development of similar products by
competitors, and potential future capital requirements and uncertainty of
additional funding.

PART II.  OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            None.

ITEM 2.     CHANGES IN SECURITIES.

            None.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

            None.

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

            None.

                                       13
<PAGE>
 
ITEM 5.     OTHER INFORMATION.

            None.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            (a) EXHIBITS

            See Exhibit Index on Page 16.

            (b) REPORTS ON FORM 8-K

            No reports on Form 8-K were filed during the three months ended
April 30, 1997.

                                       14
<PAGE>
 
SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                 HELISYS, INC.



Date:  ___________, 1997         By: /s/ DAVE T. OKAZAKI
                                    ----------------------------- 
                                         Dave T. Okazaki
                                         Chief Financial Officer

                                       15
<PAGE>
 
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit                                                 Page 
Number            Description                           Number
-------           -----------                           ------
<S>               <C>                                   <C>
27.1              Financial Data Schedule               17
</TABLE>

                                       16