<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 JANUARY 31, 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 January 31, 1997
          -----                          -------------------------------
      Common Stock, $.001 par value                 4,014,512
<PAGE>
 
                                 HELISYS, INC.
                             INDEX TO FORM 10-QSB


<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION
<S>                                                                                                  <C>
    Item 1.  Financial Statements

                 Balance Sheets as of July 31, 1996 (audited)
                 and January 31, 1997 (unaudited).........................................      3

                 Statements of Operations (unaudited) for the three and six
                 months ended January 31, 1996 and 1997...................................      5

                 Statements of Cash Flows (unaudited) for the six months ended
                 January 31, 1996 and 1997................................................      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............................................................     12

    Item 2.  Changes in Securities........................................................     12

    Item 3.  Defaults Upon Senior Securities..............................................     12

    Item 4.  Submissions of Matters to a Vote of Security Holders.........................     13

    Item 5.  Other Information............................................................     13

    Item 6.  Exhibits and Reports on Form 8-K.............................................     13

SIGNATURES................................................................................     14
</TABLE>

                                       2
<PAGE>
 
                                 HELISYS, INC.
                                BALANCE SHEETS


<TABLE> 
<CAPTION> 
                                                                    July 31, 1996      January 31, 1997
                                                                    -------------      ----------------
                                                                      (audited)        (unaudited)
<S>                                                                 <C>                <C>
ASSETS
Current assets:
     Cash and cash equivalents.............................           $ 2,600,249          $   461,134
     Accounts receivable, net of reserves for      
         doubtful accounts of  $120,000 as of                        
          July 31, 1996, and $135,000 as of
          January 31, 1997.................................             2,408,315            2,661,337
         Inventories.......................................             2,287,197            2,597,399
         Income tax receivable.............................               894,670            1,292,267
         Prepaid expenses..................................               146,061               89,893
     Deferred income taxes.................................               545,553              388,553
     Other current assets..................................                    _                73,412
                                                                    ----------------------------------
            Total current assets...........................             8,882,045            7,563,995
                                                                    ----------------------------------
                                                                                   
Property, plant and equipment                                                      
     Land..................................................               838,000              838,000
     Building and improvement..............................             1,344,122            1,344,122
     Office furniture and equipment........................               471,130              538,285
     Machine and equipment.................................               695,693              819,855
                                                                    ----------------------------------
                                                                        3,348,945            3,540,262
     Less - Accumulated depreciation.......................               460,233              658,794
                                                                    ----------------------------------
                                                                        2,888,712            2,881,468
                                                                    ----------------------------------
                                                                                   
Other assets...............................................                31,101               31,972
                                                                    ----------------------------------
                                                                      $11,801,858          $10,477,435
                                                                    ==================================
</TABLE>

                                       3
<PAGE>
 
                                 HELISYS, INC.
                                BALANCE SHEETS


<TABLE> 
<CAPTION> 
                                                                    July 31, 1996      January 31, 1997
                                                                    -------------      ----------------
                                                                      (audited)        (unaudited)

<S>                                                                 <C>                <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Current portion of long-term debt and
        capital lease obligation...........................           $    41,892           $    51,949
     Accounts payable......................................             1,402,571             1,980,676
     Accrued liabilities...................................               903,367               867,994
     Customer deposits.....................................                50,000                50,000
     Deferred maintenance revenue..........................               699,699               681,091
     Deferred gross profits................................               446,158               308,860
                                                                      ---------------------------------
            Total current liabilities......................             3,543,687             3,940,570
                                                                      ---------------------------------
                                                                                       
Long-term debt and capital lease                                                       
     obligation, net of current portion....................             1,887,882             1,867,767
                                                                                       
Stockholders' equity:                                                                  
     Preferred stock, $.001 par value                                                  
         1,000,000 shares authorized, none issued                                      
         or outstanding....................................                     -                     -
     Common stock, $.001 par value                                                     
         20,000,000 shares authorized,                                                 
         3,991,654 and 4,014,512 shares issued and                                     
         outstanding as of July 31, 1996, and                                          
         January 31, 1997, respectively....................                 3,992                 4,015
     Additional paid-in capital............................             5,871,083             6,013,919
     Retained earnings (deficit)...........................               586,229            (1,257,821)
     Advance to shareholder................................               (40,536)              (40,536)
     Deferred compensation.................................               (50,479)              (50,479)
                                                                      ---------------------------------
             Total stockholders' equity....................             6,370,289             4,669,098
                                                                      ---------------------------------
                                                                                       
                                                                      $11,801,858           $10,477,435
                                                                      =================================
</TABLE>

                                       4
<PAGE>
 
                                 HELISYS, INC.
                           STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                 For the                             For the
                                                            Three Months Ended                   Six Months Ended
                                                                January 31,                          January 31,
                                                        --------------------------          -------------------------
                                                           1996            1997                1996           1997
                                                        ----------      ----------          ----------    -----------
<S>                                                     <C>             <C>                 <C>           <C>
Net sales.....................................          $2,862,635      $3,805,717          $7,038,640    $ 5,748,438
                                                                                            
Cost of sales.................................           1,331,313       2,304,047           3,557,620      3,741,258
                                                        --------------------------          -------------------------
     Gross profit.............................           1,531,322       1,501,670           3,481,020      2,007,180
                                                        --------------------------          -------------------------
                                                                                            
Operating expenses:                                                                         
   Selling, general and administrative........           1,006,178       1,497,594           1,972,780      2,784,186
   Research and development...................             429,254         712,283             839,578      1,521,441
                                                        --------------------------          -------------------------
                                                         1,435,432       2,209,877           2,812,358      4,305,627
                                                        --------------------------          -------------------------
   Income (loss) from operations..............              95,890        (708,207)            668,662     (2,298,447)
                                                        --------------------------          -------------------------
                                                                                            
Other income (expense):                                                                     
 Interest and other income....................                 ---          18,743               8,463         51,952
 Interest and other expense...................             (54,113)        (77,275)            (98,480)      (142,455)
                                                        --------------------------          -------------------------
                                                                                            
    Income (loss) before (provision)                                                          
     benefit for income taxes.................              41,777        (766,739)            578,645     (2,388,950)
                                                                                            
                                             

                                               
(Provision) benefit for income taxes..........             (17,000)         16,900            (232,000)       544,900
                                                        --------------------------          -------------------------
  Net income (loss)...........................          $   24,777      $ (749,839)         $  346,645    $(1,844,050)
                                                        ==========================          =========================
                                                                                            
   Earnings (loss) per common share:                                                        
      Net income (loss) per common                                                          
       share outstanding......................          $     0.01      $    (0.19)         $     0.13    $     (0.46)
                                                        ==========================          =========================
                                                                                            
    Weighted average number of common                                                       
     shares outstanding.......................           2,700,000       4,000,000           2,700,000      4,000,000
                                                        ==========================          =========================
</TABLE>

                                       5
<PAGE>
 
                                 HELISYS, INC.
                           STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE> 
<CAPTION> 
                                                                              For the            
                                                                         Six Months Ended        
                                                                            January 31,          
                                                                ----------------------------------
                                                                     1996                1997    
                                                                ---------------     --------------
<S>                                                             <C>                  <C>        
Cash flows from operating activities:                                                            
Net income (loss)...........................................    $ 346,645           $(1,844,050)
Adjustments to reconcile net income (loss) to                                                    
  net cash used in operating activities:                                                  
    Compensation expense from issuance of stock purchase 
      warrants..............................................            -                30,588
    Depreciation............................................      111,597               198,561       
    Employee stock compensation.............................       15,447                     -   
    Changes in operating assets and liabilities:                                                  
      Accounts receivable...................................      269,592              (253,022)   
      Inventories...........................................     (350,596)             (420,211)   
      Income taxes receivable...............................            -              (397,597)   
      Prepaid expenses......................................     (512,368)               56,168   
      Deferred income taxes.................................      (71,993)              157,000   
      Other assets..........................................       (3,375)                 (871)   
      Accounts payable......................................      162,242               578,105  
      Accrued liabilities...................................       90,846                 3,486   
      Customer deposits.....................................     (429,220)                    -   
      Deferred gross profits................................            -              (137,298)   
      Deferred maintenance revenues.........................      304,042               (18,608)
                                                                ----------------------------------
          Net cash used in operating activities.............      (67,141)           (2,047,749)
                                                                ----------------------------------
Cash flows from investing activities:                                                            
    Purchases of property, plant and equipment..............      (79,441)              (81,308)
                                                                ----------------------------------
Cash flows from financing activities:                                                            
    Payments on long term debt and capital lease                                               
      obligation............................................      (13,437)              (10,058)
    Proceeds from line of credit............................      150,000                     -
                                                                ----------------------------------
          Net cash provided by (used in) financing 
           activities.......................................      136,563               (10,058)
                                                                ----------------------------------
          Net decrease in cash..............................      (10,019)           (2,139,115)      
Cash, beginning of period...................................       44,835             2,600,249
                                                                ----------------------------------
Cash, end of period.........................................    $  34,816           $   461,134
                                                                ==================================
                                                                                                 
Supplemental disclosures of cash flow information:                                               
        Cash paid during the period for interest............    $  98,480           $   115,909
        Cash paid during the period for income taxes........      310,043                     -
                                                                                                 
Supplemental disclosure of noncash financing activities:                                        
        Issuance of shares under employee purchase plan.....          ---                38,859
        Issuance of stock purchase warrants.................          ---                73,412 
        Inventory transfers to property plant and equipment.          ---               110,009
</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 month and six month periods ending January 31, 1997, are
not necessarily indicative of the results that may be expected for the year
ended 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
Registrant's annual report on Form 10-KSB for the fiscal year ended July 31, 
1996.

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

     Primary earnings per common share for the three and six months ended
January 31, 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 3%.

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 Company also
restructured its sales department and 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.  The Company began commercial shipment of its latest-generation
rapid prototyping systems, the LOM 2030H, in October of 1996. In addition, the
Company plans to 

                                       7
<PAGE>

commence 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/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 experiencing further losses in fiscal 1997.
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 $2.0 million in operations during the six months ended January
31, 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 November 1996, the Company's lender withdrew
the Company's line of credit.  Although the Company obtained a subsequent $1.5
million line of credit from Cruttenden Roth Incorporated, 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.

     Because of these other factors affecting the Company's operating results,
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.  At the end of January 1997, the Company took the initial steps in
controlling future expenses as it reduced the number of employees by
approximately 10%.  The savings from this reduction are expected to take effect
beginning in the third fiscal quarter (February to April) of this fiscal year.
The estimated savings will be approximately $600,000 per year.

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 January 31, 1997, were approximately
$3,806,000, an increase of approximately $943,000, or 32.9%, compared to net
sales of approximately $2,863,000 for the three months ended January 31, 1996.
This increase was primarily a result of the increase in the number of LOM
systems shipped to 21 during the quarter ended January 31, 1997, as compared to
12 systems for the quarter ended January 31, 1996.  Sales of materials and
service for the three months ended January 31, 1997, decreased by approximately
$78,000, or 11.0% from sales of materials and services in the three months ended
January 31, 1996, primarily due to the number of systems sold through
distributors during the

                                       8
<PAGE>

quarter ended January 31, 1997, which was approximately 61.9% (13 systems) of
all systems sold as compared to 16.7% of all systems sold (2 systems) for the
quarter ended January 31, 1996. The Company generally receives less warranty
revenue and no installation revenue from sales made through distributors.
 
     Net sales for the six months ended January 31, 1997, were approximately
$5,748,000, a decrease of approximately 18.3% compared to net sales of
$7,039,000 for the six months ended January 31, 1996. This decrease was
primarily due to the delay in the commercial shipments of the LOM-2030H system
which did not take place until October of 1996 and to lower average selling
prices as a majority of the LOM-2030H systems were sold to foreign distributors.
Sales of materials and services for the six months ended January 31, 1997,
decreased by approximately $43,000 or 3.1%, as compared to sales of materials
and services for the six months ended January 31, 1996, due primarily to the
lower number of LOM systems sold during the comparable six month period as well
as the reduction in size of the initial supply packages included with the LOM
system, and the increased unit sales through distributors (who provide
installation and service themselves) which increased from approximately 34.4% of
all systems sold (11 systems) for the six months ended January 31, 1996, to
62.1% of all systems sold (18 systems) during the six months ended January 31,
1997.
 
Product Mix Percentages:
-----------------------

<TABLE> 
<CAPTION> 
                                                    Six Months Ended
                                         -------------------------------------
                                         January 31, 1996    January 31, 1997
                                         ----------------    ----------------
<S>                                      <C>                 <C>
     LOM Systems                                     80.0%               76.2%
     Materials and Service                           20.0%               23.8%
</TABLE> 
 
LOM System Units Sold During the
--------------------------------
Periods Indicated:
-----------------

<TABLE> 
<CAPTION> 
                                            LOM 1015s           LOM 2030s
                                            ---------           ---------
<S>                                         <C>                 <C>  
Three Months ended January 31, 1996             3                   9
Three Months ended January 31, 1997             6                  15
 
Six Months ended January 31, 1996               9                  23
Six Months ended January 31, 1997               8                  21
</TABLE>

As of January 31, 1996 and 1997, the Company had deferred revenue in the amount
of approximately $384,000 and $309,000, 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 January 31, 1997, was
approximately $1,502,000, a decrease of approximately $29,000, or 1.9%, compared
to gross profit of approximately $1,531,000 for the three months ended January
31, 1996. Gross profit as a percentage of sales decreased from 53.5% for the
three months ended January 31, 1996, to 39.5% for the three months ended January
31, 1997. Higher costs to manufacture LOM-2030H systems in particular, along
with lower selling prices for LOM systems, contributed to further decreases in
gross margins. In addition, increases to warranty and inventory reserves of
approximately $59,000 were recorded as well as one-time expenses for staff
reductions of approximately $15,000.

                                       9
<PAGE>
 
     Gross profit for the six months ended January 31, 1997, was approximately
$2,007,000, compared to a gross profit of approximately $3,481,000 for the six
months ended January 31, 1996. Gross profit as a percentage of sales decreased
from 49.5% for the six months ended January 31, 1996, to 34.9% for the six
months ended January 31, 1997. The cost associated with the delays in shipping
the LOM-2030H along with reduced selling prices had a negative impact on gross
profits for the first six months of fiscal 1997. Lower margins attributable to
sales of material and services continue to reduce overall margins as these
categories increased to 23.8% of revenues for the six months ended January 31,
1997, as compared to 20.0% for the six months ended January 31, 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 January 31, 1997, was
approximately $1,498,000, an increase of approximately $492,000, or 48.9%,
compared to approximately $1,006,000 for the three months ended January 31,
1996.  Increased costs relating to additional staffing (four sales people), cost
associated with being a public company (legal, auditing, marketing, investor
relations, annual report), travel, trade shows, and advertising were responsible
for most of the increase in expenses.  In addition, one-time costs of
approximately $9,000 associated with the administrative staffing reduction were
recorded during January 1997.

     Selling, general and administrative expense for the six months ended
January 31, 1997, was approximately $2,784,000, an increase of approximately
$811,000 or 41.1% compared to approximately $1,973,000 for the six months ended
January 31, 1996.   The growth of the infrastructure and costs of being a public
company are the major reasons for the increase in expenses.

     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 January
31, 1997, was approximately $712,000, an increase of approximately $283,000, or
66.0%, compared to approximately $429,000 for the three months ended January 31,
1996.  The increase was primarily due to development costs of the latest-
generation LOM-2030H and the hiring of additional personnel to perform research
and development.  In addition, one-time costs of approximately $26,000
associated with the research and development staff reduction were recorded in
January 1997.

     Research and development expense for the six months ended January 31, 1997,
was approximately $1,521,000, an increase of approximately $681,000 or 81.1%
compared to approximately $840,000 for the six months ended January 31, 1996.
The increase during the six months was attributed to the development costs
associated with the LOM-2030H which resulted in expenditures for staffing,
materials and outside services.

                                       10
<PAGE>
 
     Other Income (Expense).  Other expense for the three months ended January
31, 1997, was approximately $77,000 as compared to approximately $54,000 for the
three months ended January 31, 1996. The increase in expense was primarily a
result of approximately $31,000 recorded for the 50,000 warrants issued to
Cruttenden Roth Incorporated to secure the $1,500,000 credit line. These
warrants were accounted for in accordance with Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation." The expenses for
the quarter were offset by approximately $11,000 in interest income.

     Other expense for the six months ended January 31, 1997, was approximately
$142,000 as compared to $98,000 for the six months ended January 31, 1996.  The
increase is primarily due to the charges for the value of the Cruttenden Roth
Incorporated warrants which were recorded in the second fiscal quarter.  In
addition, interest income of approximately $39,000 derived from the proceeds of
the Company's initial public offering offset some of the interest expense which
primarily relates to the debt on the Company's headquarters building.

     Provision (benefit) for Income Taxes.  The benefit from income taxes for
the three months ended January 31, 1997, was approximately $17,000, compared to
a provision for taxes of approximately $17,000 for the three months ended
January 31, 1996. This benefit was primarily due to the carryback losses
incurred during the three months ended January 31, 1997, as compared to income
recorded for the three months ended January 31, 1996. However, the benefit for
the quarter was reduced due to the limited remaining benefits available for net
operating loss carrybacks and the uncertainty as to the realizability of net
operating loss carryforwards.

     The benefit from income taxes for the six months ended January 31, 1997,
was approximately $545,000 as compared to a provision of approximately $232,000
for the six months ended January 31, 1996.  The ongoing tax benefits will depend
upon the Company's ability to generate income to utilize tax carryforwards.

LIQUIDITY AND CAPITAL RESOURCES

     The Company used cash of approximately $2,048,000 in operations during the
six months ended January 31, 1997, and used cash from operating activities of
approximately $67,000 for the six months ended January 31, 1996.  These
operating cash flow changes are consistent with the operating losses, decrease
in sales and related increases in accounts receivable and inventories.

     Working capital was approximately $3,623,000 at January 31, 1997, compared
to approximately $1,222,000 at January 31, 1996.  This increase was primarily
due to increases in accounts receivable and inventories and the related
increases in accounts payable due to decreased sales volume in the six months
ended January 31, 1997.
                                       11
<PAGE>
 
     Investing activities include purchases of property, plant and equipment
totaling approximately $81,000 and $79,000 for the six months ended January 31,
1997, and January 31, 1996, respectively.

     The Company has obtained a $1,500,000 revolving credit facility from
Cruttenden Roth Incorporated, which, if borrowed against, accrues interest at
the rate of 10% per annum.  This revolving credit facility is unsecured and
matures in July 1997. As of July 31, 1996, and January 31, 1997, the Company had
no outstanding borrowings under its revolving credit facility.

     The Company believes that the net proceeds from 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. Significant additional dilution may be
incurred by the Company's current security holders as a result of additional
financing.

FORWARD-LOOKING STATEMENTS

     This report on Form 10-QSB contains forward-looking statements that involve
risk and uncertainties.  As discussed in the Company's Registration Statement on
Form SB-2 as well as in the Company's quarterly and annual filings made pursuant
to the Securities Exchange Act of 1934, 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 timing of
the achievement of commercial levels of production and sales of the LOM-2030H,
uncertainty of the introduction and acceptance of the next-generation LOM-1015
Plus and plastic materials, uncertainty of the effects of the restructuring of
the Company's sales department, 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
 
          Not applicable.

ITEM 2.   CHANGES IN SECURITIES

          Not applicable.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          Not applicable.

                                       12
<PAGE>

accompanying development costs for the latest-generation LOM-2030H system
and a corresponding increase in operating costs due to the growth of the
infrastructure of the company.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company's Annual Meeting of Stockholders was held on January 7, 1997,
(the "Annual Meeting").  At the Annual Meeting the following persons were
nominated to serve as members on the Company's Board of Directors:  Michael
Feygin, Robert Crangle, Dave Okazaki, B. Allen Lay and Frederick Haney.

The matters voted on at the Annual Meeting (and the voting results) were as
follows:

<TABLE>
<CAPTION>
                                Votes For   Votes Against   Votes Withheld/Abstentions   Broker Non-Votes
                                ---------   -------------   --------------------------   ----------------
<S>                             <C>         <C>             <C>                          <C>
1.  Election of Directors:
    ---------------------
    Michael Feygin              2,838,908                              4,400                     0
    Robert Crangle              2,838,908                              4,400                     0
    Dave Okazaki                2,838,908                              4,400                     0
    B. Allen Lay                2,838,808                              4,500                     0
    Frederick Haney             2,838,908                              4,400                     0
 
2.  Amendment to 1995
    -----------------
    Stock Plan:                 2,834,238           6,470              2,600                     0
    ----------
</TABLE>

ITEM 5.  OTHER INFORMATION

         Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  EXHIBITS
 
              27  Financial Data Schedule

         (b)  REPORTS ON FORM 8-K

              No reports on Form 8-K were filed during the quarter ended January
              31, 1997.

                                       13
<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:  March 13, 1997                  By:  /s/ Dave T. Okazaki
                                            -----------------------------------
                                                Dave T. Okazaki
                                                Chief Financial Officer

                                       14
<PAGE>
 
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit                                       Page 
Number              Description               Number
-------             -----------               ------ 
<S>                 <C>                       <C>
27                  Financial Data Schedule
</TABLE>

                                       15