United States Securities and exchange commission
                          Washington, D.C. 20549

                               AMENDMENT NO. 1
                                     to
                                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 December 31, 1997

  [  ]    Transition Report Pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934

          Commission File Number   0-21441

                        MEDISYS TECHNOLOGIES, INC.
              (Name of small business issuer in its charter)

               Utah                            72-1216734
     (State or other jurisdiction of         (I.R.S. Employer
     incorporation or organization)          Identification No.)

        144 Napoleon Street, Baton Rouge, Louisiana 70802    
         (Address of principal executive officers)     (Zip Code)

Issuer s telephone number:    (225) 343-8024    

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: 
                Common Stock,  par value $0.0005 per share

     Check whether the issuer (1) filed all reports required 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 [  ]

     Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B 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-KSB or any
amendment to this Form 10-KSB.  [  ]

     State issuer's revenues for its most recent fiscal year. 
$97,634
     
     State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and asked prices of such stock,
as of a specified date within the past 60 days.  $2,682,410 (Based
on price of $.43 per share on April 13, 1998)
     
     State the number of shares outstanding of each of the issuer s
classes of common equity, as of the latest practicable date.

          Class                         Outstanding as of December 31, 1997
Common Stock, Par Value $0.0005                   13,120,810

DOCUMENTS INCORPORATED BY REFERENCE

Transitional Small Business Disclosure Format.  Yes [  ]  No [X]
<PAGE>


                        MEDISYS TECHNOLOGIES, INC.

                             TABLE OF CONTENTS


                                  PART I

Item 1.   Business . . . . . . . . . . . . . . . . . . . .   3

Item 2.   Properties . . . . . . . . . . . . . . . . . . .  18

Item 3.   Legal Proceedings. . . . . . . . . . . . . . . .  19

Item 4.   Submission of Matters to a Vote of Security 
          Holders. . . . . . . . . . . . . . . . . . . . .  19

                                  PART II

Item 5.   Market for Registrant s Common Equity and 
          Related Stockholder Matters. . . . . . . . . . .  19

Item 6.   Management s Discussion and Analysis of
          Financial Condition and Results of Operations. .  20

Item 7.   Financial Statements and Supplementary Data. . .  23

Item 8.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure . . . . .  42

                                 PART III

Item 9.   Directors and Executive Officers of the 
          Registrant . . . . . . . . . . . . . . . . . . .  42

Item 10.  Executive Compensation . . . . . . . . . . . . .  45

Item 11.  Security Ownership of Certain Beneficial Owners.    
          and Management . . . . . . . . . . . . . . . . .  47

Item 12.  Certain Relationships and Related Transactions .  48

                                  PART IV

Item 13.  Exhibits, Financial Statement Schedules, and 
          Reports on Form 8-K. . . . . . . . . . . . . . .  49

          Signatures.. . . . . . . . . . . . . . . . . . .  50
<PAGE>

                                  PART I

Item 1.     Business

       Medisys Technologies, Inc. ( Medisys  or the  Company ) is a
specialized medical device company.  It's strategy is to identify
and participate in markets within large growing categories of
medical care where it can maintain a competitive advantage. 
Medisys acquires and develops proprietary products for
commercialization grouped in those identified markets which can be
efficiently exploited using management disciplines of market driven
business units ("MDBU").  Medisys believes strongly that
significant opportunity lies in building a market driven company
that consolidates product opportunities in large markets and
develops marketing leverage/synergy in those markets.

       Initially, the Company is focused on the specific market
segments of Women's Health (birth assistance), Medical Safety and
Lifeline Management which are contained within the broader
categories of women's health and minimally invasive patient care. 
The Company's proprietary products within these areas provide a
base for creating synergistic multi-product specialized business
units.  The Medisys strategy is to maintain an aggressive
acquisition program focused on products available within target
categories.  The Company will continue to explore opportunities
within the medical device industry to create subsequent market
driven business units.

       Medisys recognizes the opportunity for the acquisition and
effective marketing of medical devices.  Within this highly
fragmented industry are many small companies with products which do
not have product synergy to leverage cost or generate market
impact.  In addition, there are many products which do not meet the
large scale criteria of the major medical device companies and are,
therefore, available for acquisition.  Medisys will identify,
acquire and commercialize carefully selected opportunities grouped
into specialized business units which deliver cost effective,
competitive advantages in each market.

       The Company targets niche market segments which are not the
focus of multinational companies.  By participating in large
growing markets with specialty proprietary devices, the Company can
build a substantial business presence while minimizing the risk of
competition.  Using existing technology adaptive to innovative uses
and avoiding a dependence on, future technology, the Company
reduces the risk and expense of regulatory development inherent
with new inventions.

       The Company was incorporated on March 17, 1983 under the laws
of the State of Utah as Whitewater Products, Ltd. and initially
engaged in the business of manufacturing and marketing sporting
goods, primarily sailboards.  The Company subsequently ceased its
original business activity in 1985 and thereafter primarily
investigated and sought new business opportunities and was
reclassified as a development stage Company as of March 1, 1989.

  On August 6, 1992, the Company acquired Medisys Technologies,
Inc., a Louisiana corporation, engaged in the business of
developing a device for the assistance of childbirth under a patent
which was applied for in May 1990 and granted on June 15, 1992. 
Subsequent to the acquisition, all of the Company s activities have
been related to the development of medical devices for use
primarily in the Women s Healthcare and Medical Safety Device
markets. For accounting purposes the acquisition was treated as a
recapitalization of Medisys-Louisiana with Medisys-Louisiana as the
acquirer (reverse acquisition).   The acquisition was perfected by
a share exchange, which resulted in former  Whitewater 
shareholders owning 7% of the shares in the  new  company in the
aggregate, while former Medisys shareholders owned 93% of the
shares in the  new  company, in the aggregate.  Also on August 6,
1992 the Company changed its name to Medisys Technologies, Inc.

  During 1997 and 1996 the Company spent $88,219 and $496,446,
respectively, on product research and development costs. 

Primary Products:

WOMEN S HEALTH - SofCeps 

       The Company is the exclusive assignee of all rights in and to
certain United States patents for an obstetrical tractor (birth
assistance delivery device) known as SofCeps  which, in part, is
designed to replace traditional steel obstetrical forceps and
vacuum extractors used to assist child birth.  SofCeps  is intended
to offset the possible negative obstetrical consequences of
epidural anesthesia which may slow or interrupt the descent of the
fetus through the birth canal and may diminish maternal ability to
produce voluntary and involuntary contractions during delivery. 
SofCeps  is a disposable soft and thin double-walled multifiber
braided axial gripping cylinder which is placed over the fetal
skull with a simple application system.  It is designed to
uniformly distribute assisting traction forces about the
circumference and longitudinal surface areas of the fetal skull.

       The predecessor devices that SofCeps  is designed to replace
are traditional steel obstetrical forceps and vacuum extractors and
the Company believes that maternal/fetal injuries associated with
the use of these predecessor devices will be reduced with the
adoption of this new alternative device.  Maternal injuries
potentially caused by forceps, or by their improper use, range from
spiral lacerations of the pelvic floor and its associated
structures, to severe lacerations of the cervix resulting in
increased in-patient time, major surgical repair, incontinence,
sexual disorders, protracted discomfort, death, and substantial
increases in health care costs.  Objective fetal injuries
potentially secondary to the use of forceps include minor "forceps
marks", fractures of the fetal skull, central nervous system (CNS)
deficit (cerebral palsy), severe mental retardation, blindness,
deafness, and death.  Subjective injuries may include slowed
development of motor skills and learning disability.  The use of
forceps when the fetus is at or above the midplane of the pelvis is
proscribed under current standards of care in the practice of
obstetrics.
 
       The vacuum extractor was developed as an alternative to
traditional steel obstetrical forceps, but after over thirty years
of development its use still presents potential clinical problems. 
The operative feature of the device is basically a suction cup
which is applied over the crown portion of the fetal skull where
traction forces are concentrated.  Traction can result in hydraulic
transfer of traction forces through the fontanel to the
intracranial area.  Off axis traction can result in the device
"popping" off the fetal skull with secondary rebound trauma being
transmitted to the intracranial area.  Hematomas over the skull
have been noted secondary to the use of the vacuum extractor.  Use
of both forceps and vacuum extractors requires a high degree of
skill and training.
  
       When the mother opts for epidural anesthesia during delivery,
as most do, arrest or substantial delay of fetal descent in the
mid-pelvis range of the birth canal frequently occurs and the
obstetrician has no means available to beneficially promote
descent.  In many cases delivery will be unduly prolonged and the
physician must resort to Cesarean section delivery.  Unlike
traditional forceps, SofCeps  can be applied when the fetus is at
or slightly above mid-pelvis of the birth canal, thereby providing
the obstetrician with an in place device to which traction can be
applied to offset the arrest or delay of descent.  The Company
believes this will result in significant reductions in the rate of
Cesarean section deliveries secondary to arrest of fetal descent in
the mid-pelvis range.

       The use of outlet forceps has become so much a part of normal
obstetrics that it is considered by some to be a part of a normal
delivery.  Up to 1975, the use of forceps at all levels was
reported in the United States to be as high as 25% to 33 1/3%.  By
1980, one study showed a 26.7% forceps use in "first child"
deliveries and over 15% in all deliveries.(1)  The Company estimates
that the percent of forceps deliveries in the United States today
is somewhere between 12% and 26%, depending on the region of the
Country surveyed.  In recent years there has been a surge in
Cesarean section births in the United States.  As the Cesarean
section rate increases, the use of obstetrical forceps tends to
decrease.  Studies indicate that vacuum extractors delivery rates
are roughly equivalent to forceps delivery rates.
 
     SofCeps  combines centuries old non-obstetrical concepts with
  modern medical and engineering technology.  Using state of the art
  braiding technology, a soft, thin mesh cylinder of synthetic fabric
  is fabricated for application over the fetal head.  Application is
  accomplished with a simple and effective system which includes
  accommodation for cephalic curvature.  The application system is
  then removed.  After application, assisting traction is applied by
  the physician to the portion of the cylinder which protrudes from
  the vagina.  A unique traction handle permits anterior, posterior,
  or lateral traction as required to promote fetal descent.  As
  assisting traction is applied, the cylinder exerts uniform axial
  gripping about the circumference of the fetal head.  Unlike steel
  forceps, gripping forces are not point concentrated but are spread
  evenly over the fetal head and facial surfaces.  Importantly,
  traction can be applied concurrent with expulsive maternal
  contractions thereby permitting efficient use of maternal reserves
  of energy.  The device has no edges which can cause lacerations
  and, because it is much thinner than traditional forceps, it will
  not exacerbate, and in many cases will offset, minimal
  cephalo-pelvic disproportion (CPD) where the fetal head tightly
  engages the birth canal.  Because of the simplicity of the device,
  the Company believes the average board certified obstetrician can
  become proficient in its use within a nominal number of deliveries. 
  The device, including its application system, is disposable after
  a single use.
  
     Comprehensive clinical testing of SofCeps  began at Baylor
  College of Medicine, Houston, Texas, in October 1993.  Under a
  protocol approved by the Baylor Human Investigative Review
  Board ("IRB"), assessments of successive prototypal configurations
  were made using term fetal demise infants in order to evaluate the
  components and function of the device.  During the first year of
  testing, it was determined SofCeps  presented little, if any, risk
  of maternal injury.  Traction testing on several  stillborns
  demonstrated that force more than sufficient to promote fetal
  descent in the birth canal resulted in no objective evidence of
  fetal head feature trauma and permitted clinical conclusion that
  the device was very likely to be less injurious to a fetus than
  traditional devices. 
     
     On April 6, 1995 a developmental milestone occurred when a
  term stillborn was successfully delivered with the device.  During
  this procedure, application over the fetal head was accomplished
  and the Company concluded the device was clinically effective in
  assisting completion of the delivery.  Several modifications of the
  delivery system have been made and with the completion of a minimal
  number of still born deliveries, the results expected from the
  Phase One testing protocol were considered by the Company to have
  been met.  Application for approval of Phase two protocol governing
  live deliveries has begun.  Deliveries were planned in the Phase
  Two program for the fourth quarter of 1997 and the first quarter of
  1998.  An interruption of the research and development capital
  needed to refine the clinical prototypes to a final commercial
  design has delayed these clinical studies.  Internationally,
  clinical sites at the Perinatal Institute in Bern, Switzerland, the
  Hospital Central in Mexico, and the Kenyaatla National Hospital in
  Kenya were selected for consideration of live birth testing. This
  testing has not commenced at present, but is anticipated to begin
  first in Mexico and later in Switzerland and/or Kenya with the
  acquisition of adequate research and development capital and
  completion of final commercial design.  In the United States, a
  letter of intent was signed with physicians at the University of
  Maryland to begin live birth testing when the final commercial
  prototype is achieved.
  
  MEDICAL SAFETY - CoverTip 
     
     Medical device safety is a large and growing issue within the
  healthcare community.  The transfer of infectious diseases result
  in enormous economic and social costs.  With AIDS, Hepatitis and
  other communicable disease, the possibility of accidental infection
  is a critical issue to healthcare workers and professionals.  The
  (CDC) Center for Disease Control in Atlanta reports that for every
  250 syringe injections an accidental needle stick occurs to the
  person administering the injection.  The cost for subsequent
  mandatory testing is between $250 and $1,020.  While the incidence
  of AIDS contracted through accidental needle sticks is low (less
  than 100 cases reported in the U.S. to date) the impact to the
  individuals tested and the cost of both the testing and treatment
  is enormous.
  
     The current syringe market approaches 2.5 billion dollars in
  the U.S. alone.  Currently, safety syringes comprise a relatively
  small portion, less than 20% of the total market.  The desire to
  use a safety syringe has been impeded by both cost and technique
  requirements of currently available safety syringes. Current safety
  syringes are 3-4 times the cost of standard syringes.  Safety
  syringe devices currently in the market are difficult to use and
  require hospital training and ongoing inservice.  These products 
  do not cover the needle prior to removal from the skin and can pose
  a danger upon extraction from the patient.
  
     In contrast to other safety syringes, the CoverTip  device s
  unique design covers the tip of the needle while in the skin and
  locks in place protecting the healthcare worker during the
  injection process and during disposal of the used syringe.  Use of
  the CoverTip  requires no additional instruction.  
     
     The Company believes that substantial capital barriers may
  preclude direct entry of the safety products by Medisys in the U.S.
  Therefore, the Company will likely seek a license arrangement with
  a major medical company.  Foreign markets may offer similar
  opportunities and are being explored.  The Company has received
  inquiries concerning the CoverTip  product from the three largest
  suppliers of syringes in the United States as well as a health
  product company, but has elected not to engage in active
  negotiation of any licensing agreement until FDA clearance has been
  obtained.
     
     On March 23, 1998 the Company submitted additional elective
  test data to the Food and Drug Administration ("FDA") to support
  its effort to obtain a 510(K) Exemption from Pre-Market approval
  for CoverTip  from the FDA.  These tests of over 500 syringe animal
  injections were rated "excellent" by the investigators and achieved
  all test goals.  The Company believes that the CoverTip  safety
  device should qualify for 510(K) FDA approval based on the fact
  that to the best of the Company s knowledge all other safety
  syringes are so classified by the FDA. It is anticipated that
  favorable approval by the FDA should occur in the second quarter of
  1998.  Additionally, the Company is developing other safety
  products including SofDrawTM, fluid collection syringe; BxDrawTM,
  fine needle biopsy devise; and MultiDrawTM, blood collection system.
  
  Other Products
  
     The Company is also presently developing other products termed
  Other Opportunity Products which may generate revenue for the
  company.  A brief non-inclusive outline of opportunity products
  available to the Company are as follows:
  
  MEDISYS VETERINARY OBSTETRICAL TRACTOR
     
     VetCeps  is a veterinary application of the SofCeps 
  obstetrical tractor.  The Company enjoys patent protection for
  veterinary application in bovine (cattle), ovine (sheep), and
  equine (horse) obstetrics within its original patents.  Development
  thus far has been limited in large measure to the bovine
  application because of its substantial potential market and because
  it appears to offer an obvious solution to problems which arise
  with the use of commonly used steel veterinary obstetrical fetlock
  chains.  The device has been successfully used on both foreleg and
  hindleg to deliver live and stillborn.  This product is now being
  sold commercially.  The Company introduced the device generating
  sales of approximately 100 units during 1996 to test market
  VetCeps . Sales were discontinued in the first quarter of 1996
  because the original product proved to be too large to accommodate
  the fetlock (leg) of the majority of newborn calves.  Subsequently
  the product was redesigned and is now available in three different
  sizes to more closely accommodate the majority of newborn calves. 
  The device was reintroduced to the veterinary market in February
  1997 and achieved sales of approximately $100,000 in 1997.
     
  DisKlip  (Lifeline Management System)
   
     DisKlip  ("DisKlip ") is a group of devices used in connection
  with the standard intravenous administering of medication ("I.V.")
  and to secure other medical tubing.  The DisKlip  is a simple,
  inexpensive, one piece, disposable after single use device which is
  designed to prevent inadvertent or accidental tug trauma to an I.V.
  site and to afford the medical provider with an easier and more
  efficient means of attaching other medical tubing.  The Company
  believes that DisKlip  will require little or no personnel training
  and will result in savings in nursing time, reduction of instances
  of site inflammation and irritation of vein walls (lumens),
  reduction of instances of infiltration and veil wall puncture,
  reduction of risk of sepsis, and reduction of patient discomfort. 
  The Company's expectations with regard to DisKlip  have now been
  verified by multi-hospital field testing.  This field testing
  consisted of actual patient use at several hospitals in Mexico and
  in the united States as well as application and wear by various
  Medisys personnel.  It also included one market evaluation by
  potential customers in the Unites States and Mexico.  The adhesive
  backing has been improved to incorporate a  foam tape  approach
  that allows for skin breathability and reduced allergic reaction
  (hypoallergenic).  Additional designs are being constructed to
  accommodate various locations of the body where medical tubing is
  applied and the company is currently addressing that need through
  additional research and development.
  
  Backlog
  
     The Company has no backlog of the VetCeps , veterinary birth
  assistance device.
  
  Market Analysis and Competition - SofCeps 
  
     The market for obstetrical products, both in the U.S. and
  worldwide, is substantial.  While declining birthrates are a factor
  for consideration in western countries, even a slight decline
  indicates a stable U.S. market of about 4 million births per year
  for the next 10 years.  Management believes that the rapidly
  expanding population growth of third world and Pacific rim
  countries represents a marketing opportunity for assisted delivery
  devices and obstetrical products in general.  The simple technology
  that SofCeps  employs will be of particular appeal in third world
  countries and should offer strong market opportunities.
  
     The primary assistance device in use today is stainless steel
  obstetrical forceps. They were developed in the latter part of the
  16th Century.  Actual traction is exerted slightly below or
  underneath the mandible and is point concentrated.  Slippage of the
  forceps is almost invited because of natural lubrication, refusal
  of the fetal skull to conform to existing forceps design, and a
  myriad of variables which exist from one fetal skull/pelvic
  relationship to another.  Virtually every forceps assisted delivery
  involves risk of injury to the mother and the baby.
  
       Stainless steel forceps apply a concentrated gripping force on
  the fetal head which can result in a series of injuries from minor
  forcep marks  to skull fractures, central nervous system damage
  and fetal death.  The manipulation of the steel forceps in the
  birth canal often causes maternal injuries ranging from spiral
  lacerations of the pelvic floor to severe lacerations to the
  cervix.  In both instances, these injuries result in significantly
  increased healthcare costs associated with post-delivery
  complications and increased inpatient days.
  
     Statistics have shown that forceps are used to assist up to
  26% of vaginal deliveries.  Injuries to the fetus range from minor
  abrasions or "forceps marks" to skull fractures with massive brain
  damage.  The mother is at risk of lacerations of the cervix, which
  can be life threatening, and the floor of the pelvis.  Such
  injuries are exhaustively dealt with in the medical literature and
  the obstetrical community would welcome a device which promises a
  significant reduction in maternal and fetal morbidity.
  
     The only other significant attempt to introduce a new product
  into this forceps arena has been the vacuum system.  The vacuum
  unit was patented in the late fifties and in spite of numerous
  attempts toward refinement, management feels that the approach
  still remains plagued with disadvantages.  The system grips the
  upper half of the fetal skull with a suction device and traction is
  then applied.  Use of the system frequently results in hematoma
  over the fetal skull as well as rebound trauma caused by the device
  popping off the fetal skull.  Once in place, the device precludes
  manual rotation of the skull.  Rotation is frequently required to
  ease passage through the pelvis.  Many obstetricians have
  experienced difficulties because they resort to twisting on the
  extractor to accomplish rotation.  This can  result in serious
  fetal injury.  For these and other reasons, the vacuum system has
  largely fallen into disfavor and the majority of obstetricians have
  returned to the use of traditional forceps.
  
  1.     Customer Characteristics
  
     Potential customers for the SofCeps  product varies.  They
  include obstetricians, managed care organizations, hospitals and
  patients (consumers).
  
   a.    Obstetricians
  
  The need for safe, reliable birth assistance creates a base need
  for replacement of current devices.  Documentation of successful
  deliveries, with reduction of risk to both mother and infant, will
  be a strong motivator influencing the adoption of the SofCeps 
  device by the obstetrical community as well as hospitals (health
  care providers), and physicians.
  
   b.    Hospitals (Health Care Providers)
  
  Management believes that obstetrical care is being consolidated in
  communities to establish a cost effective delivery system for this
  service.  Hospitals are increasingly under pressure to reduce
  costs, while maintaining quality of care.  SofCeps  offers these
  healthcare providers the opportunity to increase the quality of the
  delivery process, while reducing the overall cost of care.  An
  additional opportunity is the economic potential for reduced
  malpractice insurance and C-Section rates.  As hospitals and health
  care providers move toward captative care, the pressure to decrease
  length of stay costs, while maintaining quality, will increase.
  
   c.    Patients (Consumers)
  
  Patients are increasingly aware of the need to reduce health care
  costs, but at the same time are concerned over the quality of care. 
  Forceps use and the concept of vacuum extractor assisted deliveries
  are innately unpleasant to the average consumer. Therefore,
  management believes that the SofCeps  product, as well as other
  simple Medisys  products, represent viable alternatives to the
  general consumer community, including Women's health and pediatric
  advocacy groups.
  
  2. Competitive Evaluation
  
     The competitive product situation for obstetrics includes
  products that are a part of diversified health care corporations
  with slight focus on obstetrics.  In the device arena, products for
  obstetrics are produced from divisions of various companies whose
  products are broadly based in many areas of health care.  Equipment
  companies such as Utah Medical and Hewlett Packard market
  monitoring equipment and diagnostic tools for OB.  Advertised as
  the only company exclusively focused on women's health issues,
  GynoPharma had a broad range of products primarily pharmaceutical
  and over the counter drugs.
  
     In the specific area of competition to SofCeps , instrument
  manufacturers such as the Codman Division of Johnson & Johnson, V.
  Muellar, and Weck manufacture obstetrical forceps in various forms. 
  Vacuum extractors are manufactured by Mityvac and others.
  
     Instrument companies do not look at forceps as a major product
  line, but can be expected to respond with alternative methods of
  assisted delivery once the SofCeps  product is introduced into the
  market place.  The same can be said for the vacuum extractor
  companies.
  
  3.     Market Potential
  
     As set forth herein, SofCeps  is intended to be multi-
  dimensional in use and is designed to be applied in a prophylactic
  manner in all cases where mother and fetus do not present with
  contraindications.  Less than one half of section deliveries result
  from maternal/fetal clinical presentation, i.e.  inadequate pelvic
  architecture, cephalo pelvic disproportion, vaso or placenta-
  previa, etc., and one half of section deliveries are labor related
  and perhaps preventable through use of a beneficial obstetrical
  tractor.
          
     The SofCeps  device is a totally new concept which the Company
  intends to market on a worldwide basis.  The market is limited only
  by the eventual degree of acceptance in the obstetrical community
  and by the number of live births in each given market area.  The
  device is disposable after a single use, so potential market volume
  repeats on an annual basis.  The degree of market penetration will
  depend upon product acceptance and effectiveness of marketing
  efforts.  The medical marketplace is receptive to new products
  which can provide better patient care, savings in medical costs,
  benefits to the health care industry, and which represent advances
  in risk reduction.  The Company is poised to effectively
  demonstrate that the device will meet the criteria of today's
  managed healthcare marketplace.
  
     There are no past or present medical comparables to SofCeps 
  and pricing is based on costs of manufacture and distribution,
  including usual administrative items, as well as preliminary price
  sensitivity analysis.  Medisys  believes that a price of
  approximately $300 per device will meet the requirements of the
  managed care environment.
  
  4.     Non-Controllable Elements
  
     With health care reform on a massive scale apparently
  postponed for the foreseeable future, government intervention would
  appear only to enhance the prospects for SofCeps  as well as other
  Medisys ' simple, easy to use, technologies.  The managed care
  companies should encourage the use of SofCeps , and economic
  studies are planned in order to document the value.  
  
     The Company intends to participate in economic studies of
  various products to demonstrate their positive cost outcome versus
  standard care and other competitive methods of treatment.  These
  economic studies may be conducted from assessment of currently
  available data and/or specific studies to demonstrate reduction in
  overall cost through use of Medisys products.  These studies are
  anticipated to commence simultaneously to market introduction of
  the various products and take varying amounts of time to complete
  based on their complexity.  While these studies are proof
  statements to various benefits of Medisys products, they are not
  anticipated to be critical to market introduction but rather
  enhancements to each of the product s value to key decision makers. 
  
     The greatest elements outside immediate control would be the
  introduction of similar birth assist products and the uncertainty
  of the FDA approval process.
     
  5.  Marketing Plan
     
     Medisys  currently plans to market SofCeps  on a direct basis
  or through a co-marketing arrangement with supplemental sales
  support from specialized sales representatives.  This approach is
  intended to achieve appropriate marketing activity while minimizing
  selling expenses.  Internationally, the Company plans to distribute
  Medisys  products worldwide through international market
  development brokers.
  
     The market for an effective delivery assistance device is
  worldwide.  Concurrent with development and refinement efforts,
  Medisys  will employ comprehensive measures designed to apprise the
  obstetrical world of what is forthcoming.  Management will endeavor
  to have customers ready and waiting when the device enters mass
  production.  These efforts have begun with public relations and
  preliminary market communications which are underway. 
   
     Selling strategy will take a multi-focused approach centered
  around the following customer groups:
  
     During the final development stage Obstetricians will be
     communicated with via direct mail and convention exposure at
     major OB meetings to introduce the concept idea of SofCeps . 
     In addition, after successful live birth clinical testing,
     educational seminars will be conducted on the appropriate use
     of the SofCeps  device by targeting the thought leaders and
     volume delivery obstetrical centers.  Specific effort will be
     made to establish SofCeps  advocates in the top 20 markets
     nationally.  Major benefits that will be positioned to the
     obstetrician will include an increase in patient care and
     potential for reduced malpractice insurance.
   
     Major obstetrical societies will be contacted and requests made
     for endorsements of the SofCeps  product vs. forceps use.
   
     After product testing, the Company plans to commission a panel
     of distinguished obstetricians as an advisory group to provide
     broad input and endorsement support.
   
     Obstetrical Nurses will be exposed to the product through
     convention activity at major meetings, select targeted direct
     mail to key association officers, and thought leaders within the
     major metropolitan markets.
   
     Providers/Hospitals - A direct selling strategy will be employed
     to the top 200 obstetrical hospitals.  In addition, group
     purchasing organizations will be contacted for inclusion of the
     SofCeps  product into their "formulary."  The major selling
     appeal to providers is the potential to increase care quality
     and the potential for reduction of C-Section rates and
     malpractice occurrence.
   
     While physician obstetricians will be the final users, the
     device is considered a hospital supply item.  Exclusively,
     hospitals with obstetrical units will be the customers of the
     Company.
     
     Managed care organizations have established a list of procedures
     which they feel are being excessively used within the health
     care community.  Included as one of the highest within this list
     are C-Section rates.  C-Sections currently cost about $4,570
     more than normal deliveries and there are wide variations of
     occurrence by institution and geography.  Management believes
     that the use of SofCeps  should generate a net savings over C-
     Section delivery.
   
     The Company s selling strategy will include contacting major
     women's and children's advocacy organizations.  The development
     of a press kit for use in local areas where SofCeps  has been
     adopted for use will provide an efficient tool for local media,
     physicians, and hospitals thereby enhancing general media public
     relations.
   
     Insurers - If SofCeps  proves clinically successful and produces
     a relatively short track record of safe and injury free
     deliveries, the Company believes that medical malpractice and
     health insurers will support the transitioning of insured
     obstetricians from the continued use of forceps.  A single
     instance of infant brain damage can cost an insurer in excess
     of $40 million dollars.  A demonstration that SofCeps  will
     reduce the number of such instances will ingratiate insurers and
     compel their collective assistance.
   
     Women s Groups - In addition, the Company intends to advertise
     and solicit various consumer periodicals that target a
     predominantly female readership. By using the family periodicals
     as communication tools, the message of the benefits of a
     SofCeps  delivery will be widespread.  
   
     Education - From a services standpoint, the Company intends to
     provide user training through seminars, literature, clinical
     video programs, and clinical workshops.  Emphasis will initially
     be placed on working through teaching hospitals in the various
     geographic markets.  Planning is underway for a detailed and
     intense education program.  Plans are to conduct at least one
     seminar per month at strategic geographical areas across the
     United States.
  
  6.  Advertising and Promotions
  
     Initial promotional and market education activity has begun,
  particularly targeted to each of the major customer groups.  This
  initiative has consisted of periodical news releases and
  publication in a limited number of business and professional
  publications about the Company in general, and SofCeps  as a birth
  assistance alternative concept.   Further advertising and public
  relations will be targeted to each category.  For example, even
  though hospitals will be the purchasers, obstetrical physician
  users will dictate whether the purchases are made which will
  require a blanket effort to insure wide familiarity with the device
  within the obstetrical community.   
  
     Medical literature, in this case the various obstetrical
  journals, is a primary key in dissemination of new information to
  individual obstetrical practitioners.  Appropriate physician
  authored informative articles will be provided to these journals
  for publication and distribution to individual subscribers. 
  Results of human clinical trials are being reported with clinical
  details of each delivery.
  
  7.  Product Warranties
  
     The Company will attempt to develop reasonable warranties with
  application of the SofCeps  product and these will be contained in
  the product package insert which will be included with every
  SofCeps  unit sold or distributed.
  
  Market Analysis - CoverTip 
  
     Currently $2.5 billion of annual sales volume is generated
  with the use of syringes in the United States with safety syringes
  purchases during this annual period approximating $300 million of
  this amount.  The penetration rate of safety syringes is driven by
  concern over the health of the doctors, nurses, and other
  healthcare professionals as well as cost associated with their care
  and the testing necessary in response to the occurrence of
  accidental needle sticks.  The rate of accidental needle stick
  reported by the Center for Disease Control (CDC) was one occurrence
  for  every 250 injections made.  While the number of confirmed
  cases of AIDS contracted accidental dirty needle sticks remains
  small (less than 100 individuals) the occurrence of hepatitis and
  other infectious diseases compounds the problem and cumulatively
  results in tremendous cost, liability, long-term care and
  productivity losses.  Requirements for reporting all accidental
  dirty needle sticks result in subsequent testing cost for each
  event from between $250 and $1,020.
   
     Although there is support from the healthcare worker community
  for safety syringes, there are still various obstacles such as
  their higher cost, (3-5 times standard syringes) as well as the
  difficult technique changes necessary to use many of these
  currently cumbersome devices.  The inservice cost to train a myriad
  of healthcare practitioners using syringes places an added burden
  on the conversion rate due to the awkward nature of currently
  existing safety syringes.  Many of these products require two-
  handed application techniques which can, at times, present
  accidental stick opportunities.
  
  Customer characteristics
  
     Customers for the CoverTip  safety syringe include all
  healthcare workers, nurses, physicians, hospitals, clinics, managed
  care organizations as well as insurers.
  
     a.  Doctors, nurses, and healthcare providers.
  
     The desire to reduce the likelihood of an accidental dirty
  needle stick is strong with all healthcare workers.  Individuals
  who have contracted AIDS, hepatitis and other life threatening
  contagious disease have become advocates for the adoption of safety
  devices within the healthcare community.  These individuals and
  organizations supporting healthcare worker safety provide impetus
  for the use of safety syringes.
  
     b.  Hospitals.
  
     The need to reduce the cost of testing associated with
  accidental needle sticks as well as reduction in liability and in
  negative publicity and pressure from healthcare worker
  organizations are strong motivators to the hospital in adopting a
  relatively low cost easy to use safety syringe.
  
  
  
  
     c.  Managed Care/Insurance
  
     Managed Care organizations and Insurers assume the burden of
  liability both for treatment and damages associated with accidental
  needle sticks.  These groups appear supportive of efforts to reduce
  the incidence of infectious disease contracted by cross
  contamination.
  
  Competitive Evaluation
  
     Within the syringe business in the United States, Becton -
  Dickenson enjoys the  largest market share position approximating
  60% of the market.  Sherwood Medical a division of Tyco Industries
  has approximately 30% with the remainder of the market divided
  among numerous private label as well as foreign companies such as
  Terumo.  The safety syringe market is sub-divided in similar
  fashion.  Over 450 patents have been issued on various types of
  safety needles and/or syringes.  In spite of the proliferation of
  interest and effort to convert these products, the difficulty in
  changing behavior of the application technique of the healthcare
  worker as well as the prohibitive cost (3-5 time standard syringes)
  has inhibited the penetration of  safety syringes into the overall
  standard syringe marketplace. On March 28, 1998 the Company
  submitted additional clinical testing to support its application
  for 510(K) Exemption from Pre-Market approval for CoverTip  to the
  FDA.
  
  Marketing Plan
  
     Due to the large capital investment required to manufacture
  multiple large quantities of the CoverTip  product, the primary
  strategy of the CoverTip  selling campaign will be designed to
  obtain a third party large company partner with the manufacturing
  distribution resources and expertise needed to rapidly introduce a
  product with this enormous opportunity.
  
     The CoverTip  safety syringe will address each of the major
  issues associated with current safety syringes as well as provide
  benefits over standard intramuscular (IM) syringes.  While standard
  syringes cost between $0.06 and $0.12 each, it is anticipated that
  the CoverTip  safety syringe will be priced at less than $0.20
  each.  Specific costs will be developed once full production plans
  are implemented. 
  
     As the CoverTip  safety syringe requires no change in
  technique, and is currently identical in use to a standard syringe,
  it will eliminate educational (inservice) requirements that
  currently exist with many safety syringes on the market. 
  Additionally, because of the unique design of the CoverTip  safety
  syringe, the needle tip is actually protected prior to removal from
  the patients skin.  This greatly reduces any contaminated needle
  exposure to the healthcare worker and offers an advantage to other
  safety syringes that require extraction from the patient s skin
  prior to implementation of various needle tip protection methods.
  
  Patents and Trade Secrets    
  
     The Company has aggressively pursued obtaining patent rights
  to those products which it anticipates marketing.  The Company is
  already the owner of twelve U.S. patents protecting the Company's
  SofCeps , CoverTip , TetCeps, DisKlip , and Re-Ty  devices.  These
  consists of U.S. Patent numbers 5122148, 5217467, 5318573, 
  5460611, 5496283, 5573539, 5593413, 5632750, 5681290,5687455 (two
  device patents), and 5720727.  The Company also owns one letters
  patent protecting the SofCeps  device (no. 669116) from Australia. 
  Eleven of the issued patents are being prosecuted internationally. 
  Three additional U.S. patent applications have resulted in notices
  of allowability pursuant to which issue fees have been paid, and
  the Company expects receipt of the final patents shortly.  These
  patents will cover the Company's SofDraw, Multi-Draw, and a third
  design (Enscoping) of the Re-Ty  line of fastener products and will
  bring the total of issued U.S. Patents to fifteen.  Additionally,
  the Company has pending a mix of seven original and/or CIP
  applications.  The Company also has a backlog of viable proprietary
  product concepts which meet company development criteria.
  
     The Company has filed six U.S. trademark applications
  preserving its right to use the trademarks "SofCeps ", "VetCeps ",
  the "Medisys " logo, "DisKlip ", SofDerm  , and "CoverTip " to
  identify the various Company products.  As the Company proceeds
  forward with the commercialization of these and other products,
  U.S. and foreign trademark applications will be filed to protect
  their product name.
  
     The Company intends to obtain copyright protection on its
  product packaging, instruction sheets, and such other Company
  materials that the Company believes significant to warrant
  procurement of copyrights.
  
     The Company has obtained through its research and development
  efforts during the past five years, a large body of trade secrets
  relating to the design and construction of SofCeps .  In addition,
  the Company has obtained substantial proprietary business
  information relating to the manufacturing costs, marketing and
  selling of the Company's various products.
  
  Product Liability and Insurance
  
     The Company may be exposed to potential product liability
  claims by users of its products. The Company currently maintains
  general business liability insurance limited to $1,000,000 coverage
  per occurrence and in the aggregate.  The Company's clinical
  testing for human fetal demised deliveries has been through St.
  Paul insurance Company  with coverage limits of $5,000,000 per
  occurrence and $15,000,000 aggregate coverage.  
     
     Additionally, the Company has obtained product liability
  insurance for the VetCeps  product from American Equity Insurance
  Company.  The coverage limit on this policy is $1,000,000 per
  occurrence with a $1,000,000 general aggregate. 
  
  Government Regulation
  
     The five primary product concepts of the Company are SofCeps 
  birth assistance device; CoverTip  Safety Syringe; VetCeps  animal
  birth assistance device; DisKlip  medical tubing fastener system;
  and Re-Ty  cable fastener.  The SofCeps  and CoverTip  are subject
  to market introduction regulation by the FDA.  VetCeps , DisKlip ,
  and Re-Ty  are not subject to pre-market regulation by the FDA
  
     Generally, all medical devices are subject to FDA regulation
  under the Medical Device Amendments of the Federal Food, Drug and
  Cosmetic Act and are classified into one of three categories, Class
  I, Class II or Class III, depending on their intended use and upon
  the degree of regulation necessary to provide reasonable assurance
  of their safety and effectiveness.  The class into which any
  specific device is placed determines the requirements that must be
  met before a manufacturer may distribute the device in interstate
  commerce.  Section 510(K) of the Medical Device Amendments provides
  for a pre-market notification requirement whereby manufacturers
  intending to market a new or significantly modified device are
  required to submit a pre-market notification to the FDA in order to
  establish substantial equivalence in terms of safety and
  effectiveness to a device already on the market in the United
  States prior to 1976, or to a device marketed after that date that
  has been determined to be substantially equivalent.  This
  notification is required to be submitted at least 90 days prior to
  introducing the device into interstate commerce, or otherwise
  holding or offering the device for commercial distribution.  No
  prototype is required, however, additional data from testing may be
  requested.
  
     Within 90 days of receipt of the pre-market notification, the
  Center for Devices and Radiological Health ( CDRH ) determines
  whether the device is  equivalent .  If the device is deemed
  equivalent, it cam be marketed.  If the CDRH determines that a
  device is not equivalent, the manufacturer may resubmit the 510(K)
  notification with new data, file a reclassification petition, or
  submit a pre-market approval application ( PMA ).  A PMA is
  required instead of the Section 510(K) process only if the device
  is held to be a Class III device.  Class III devices are those
  represented to be life-sustaining or life-supporting, are implanted
  in the body, or present potential unreasonable risk of illness or
  injury.  Class III devices are subject to more the rigorous FDA
  approval process which generally required the completion of three
  major steps.  The first step involves the granting by the FDA of an
  Investigational Device Exemption ( IDE ) which permits the proposed
  product to be used in controlled human clinical trials.  Upon
  completion of a sufficient number of clinical cases to determine
  the safety and effectiveness of the proposed device for specific
  indication, a PMA is then prepared and submitted to the FDA for
  review.  This extensive submission includes design, manufacturing,
  quality control and clinical data to substantiate the proposed
  device s compliance with FDA manufacturing regulations as well as
  to support its medical effectiveness.  Upon acceptance by the FDA
  of the PMA, the third major step, a public review if the data by an
  advisory panel of the FDA, industry and medical professionals takes
  place.  Prior to receiving final approval, a company is inspected
  by the FDA to verify that its manufacturing procedures meets all
  requirements of the FDA regulations.  
  
     The Company believes that both of its primary products are
   substantially equivalent  to devices already marketed and are
  therefore exempt from PMA.
  
     However, the fact that the SofCeps  device involves the
  birthing of babies, the Company s approach has been and remains
  determined to follow a protocol consistent with all FDA guidelines
  and to complete all good manufacturing practices prior to marketing
  the product.
  
     A discussion of where the Company stands with regard to the
  FDA process is included under each product heading.
  
     Prior to the Phase I testing of SofCeps , the Company applied
  to the FDA for a 510(K) exemption from Pre Market Approval (PMA)
  for marketing the SofCeps  device.  PMA could require a lengthy
  testing and approval process.  The FDA has reviewed the Company's
  application and testing protocol.  Based on Phase I data, the
  Company was allowed to continue its fetal demised clinical testing. 
  An Investigational Device Exemption (IDE) Draft for Phase II
  testing has been submitted to the Office of Device Evaluation
  (ODE/OB-GYN) for review and comment.  The Company has established
  a positive dialogue with the FDA and believes that the IDE process
  will be postured to proceed with Phase II testing when Phase I is
  successfully completed.  The Company intends to resubmit a 510(K)
  application to the FDA concurrent with the accumulation of live
  human clinical test data.
  
     The Company believes that the CoverTip  safety device should
  qualify for 510(K) FDA clearance.  On March 28, 1998 the Company
  submitted additional clinical test data to support its 510(K)
  Exemption from Pre-Market approval previously filed with the FDA.
     
     Other than the FDA, the Company does not believe that there
  are any existing or probable governmental regulations that would
  adversely affect the Company or its business.
     
     All materials used in Medisys disposable products are standard
  medical materials compatible with present methods of hospital
  disposal in accordance with accepted practices and applicable laws.
  
  Employees
  
     As of March 31, 1998 the Company employed six full-time
  individuals, consisting of three executive officers, one VetCeps 
  general manager and two office staff personnel.  In addition to its
  full-time employees, the Company uses the services of certain
  consultants on a contract basis.  These consultants include,
  William D. Kiesel, a patent attorney and Director of the Company;
  Carolyn Crochet, an accountant and bookkeeper; Joel Faden, an FDA
  consultant; and KJS financial consultants.  Mr. Kiesel is
  reimbursed for patent costs and expenses only.  Gary Schneberger is
  a full-time engineering and development consultant who is
  compensated on an hourly basis, plus expenses.  Ms. Crochet is
  compensated on an hourly basis.  Mr. Faden is compensated on an
  hourly basis as services are needed.  
  
     KJS Consulting was contracted with to consult in March 1998 as
  a financial advisor and on investor relations matters.  KJS was
  initially retained for 17,500 shares of the Company common stock
  (restricted) plus expenses.
  
  Item 2. Properties
  
     The Company leases office facilities consisting of
  approximately 3,532 square feet located in Baton Rouge, Louisiana. 
  The lease calls for a monthly payment of $2,942 including utilities
  and is an annual lease renewable in December of each year. The
  office is primarily devoted to product development, new product
  design, VetCeps  assembly and marketing, and administrative
  activities.  Additionally, the Company leases 450 square feet of
  office space in Far Hills, New Jersey at a cost of $1,200 per
  month.  The Company believes that all of its initial requirements
  for manufacturing, packaging, and storage will be met by its
  contract manufacturers.
     
     To support the development efforts without assuming fixed
  costs, the Company has contracted with Gary Schneberger to
  coordinate engineering, design specification, prototype
  manufacturing, cost projections and schedules and to contract with,
  interface with and manage additional sub-contractors on an "as
  needed" basis.  This association will also aid the Company with the
  FDA s 510(K) approvals as well as SofCeps  prototype development
  and testing.
     
  Item 3. Legal Proceedings
  
     The Company is not a party to any material pending legal
  proceedings and no such action by, or to the best of its knowledge,
  against the Company has been threatened.
  
  Item 4. Submission of Matters to a Vote of Security Holders
  
     No matters were submitted to a vote of the Company s
  Securities Holders during the fourth quarter of the Company s
  fiscal year ended December 31, 1997.
  
                                PART II
  
  Item 5. Market for Registrant s Common Equity and Related
          Stockholder Matters
  
     No shares of the Company s Common Stock have been registered
  with the Securities and Exchange Commission or any state securities
  agency of authority.  The Company s Common Stock has been traded in
  the over-the-counter market and quotations are published on the
  NASD Electronic Bulletin Board under the symbol  SCEP , and in the
  National Quotation Bureau, Inc.  pink sheets  under Medisys
  Technologies, Inc.
  
     The following table sets forth the range of high and low bid
  prices of the Common Stock for each calendar quarterly period since
  the first quarter of 1996 as reported by the National Quotation
  Bureau, Inc. ( NQB ).  Prices reported by the NQB represent prices
  between dealers, do not include retail markups, markdowns or
  commissions and do not represent actual transactions.
  
                            High           Low
   1996           
        First Quarter       4.18           1.50
        Second Quarter      5.12           3.87
        Third Quarter       4.25           3.00
        Fourth Quarter      3.25           1.87
   1997           
        First Quarter       2.44           1.12
        Second Quarter      1.94            .87
        Third Quarter       1.47            .56
        Fourth Quarter      1.19            .44
  
      As of December 31, 1997 there were approximately 453 holders
  of record of the Company s Common Stock, which figure does not take
  into account those shareholders whose certificates are held in the
  name of broker-dealers.  The Company estimates that in excess of
  1,000 shareholders of the Company hold their shares in the name of
  broker-dealers.
  
  Dividend Policy
  
      The Company has not declared or paid cash dividends or made
  distributions in the past, and the Company does not anticipate that
  it will pay cash dividends or make distributions in the foreseeable
  future.  The Company currently intends to retain and invest future
  earnings to finance its operations.
  
  Recent Sales of Unregistered Securities
  
     A description of recent sales of unregistered securities can
  be found in the Consolidated Statements of Stockholders  Equity and
  Note 7 and Note 8 to the Consolidated Financial Statements which
  can be found elsewhere within this Form 10-KSB.
  
  Item 6.      Management s Discussion and Analysis of Financial
               Condition and Results of Operations
  
     The following information should be read in conjunction with
  the Consolidated Financial Statements and Notes thereto appearing
  elsewhere in this Form 10-KSB.
  
  Results of Operations
  
     The net loss for the year ended December 31, 1997 increased
  40% to $2,092,689 when compared to the corresponding 1996 period.
  These results continue to be primarily attributed to the costs
  associated with the Company s increased effort to develop its
  products.
  
     Operating expenses for the year ended December 31, 1997
  ("1997") increased 28% when compared to the corresponding 1996
  period, primarily attributed to increases for 1997 in the following
  items:  cost of product sold (from $1,267 in 1996 to $29,797 in
  1997) related to the marketing of the Company's initial product;
  product research and development (32% increase) reflecting the
  Company's continuing development of new and existing products; 
  professional services (74% increase) due to payments made in the
  Company's stock for services rendered; and general and
  administrative expenses (7% increase) due to normal increases in
  general business expenses.  This increase was partially offset by
  the 7% decrease in salaries due to a reduction of staff.  Because
  available funding decreased in 1997, the Company used both cash and
  its common stock to pay for its ongoing research and development. 
  Available development funds were focused and allocated primarily to
  VetCeps , CoverTip , and other safety products, DisKlip  and
  Re-Ty .     Interest expense increased to $379,142 in 1997 from 
  $26,566 in 1996, primarily attributed to $365,424 allocated to interest 
  expense to shareholders.  This amount is comprised of the issuance of 
  407,226 shares of common stock valued at $356,323 in exchange for not 
  calling certain notes payable due, and accrued interest payable of 
  $9,101.    
  
     Prior to 1997, work on products under development was
  performed in-house, with the exception of prototype work performed
  by TechniMark, Inc. in Clearwater, Florida.
  
  
  
  Liquidity and Capital Resources
  
     Historically, the Company s working capital needs have been
  satisfied through its financing activities including private loans
  and raising capital through the sale of securities.  Working
  capital as of December 31, 1997 was a negative $780,243 as compared
  to working capital of $198,112 as of December 31, 1996.  The
  decrease in working capital from 1996 to 1997 is primarily
  attributable to a decrease in the Company s cash balance of
  $667,426 due to minimal financing activities by the Company in
  1997.
  
     The Company raised over $400,000 in cash and cash commitments
  in 1997 though a convertible debenture.  This debenture was
  subscribed to by the Company's officers and directors and five
  other investors.  The proceeds from the debenture plus VetCeps 
  revenue has provided the capital to continue the Company's
  operations.
  
     Net cash used by operations for the year ended December 31,
  1997 decreased to $876,853 compared to net cash used of $1,223,232
  for the comparable 1996 period.  This decrease is attributed to the
  issuance of common stock for services rendered and increase in
  deferred expenses, partially offset by the increased loss in 1997. 
  Net cash from financing activities for the year ended December 31,
  1997 was $310,945 compared to $1,927,560 for the comparable 1996
  period, primarily due to the decreased sale of common stock
  in 1997.
  
     The Company is currently technically in default on three notes
  payable to various individuals totaling $34,500.  One of the three
  notes calls for monthly payments of $500 which the Company
  continues to pay.  Neither of the other two note holders have
  demanded repayment and the Company continues to accrue interest on
  all outstanding notes payable.
  
     As of December 31, 1997 the Company had total assets of
  $497,884 and stockholders  deficit of $591,046.  In comparison, as
  of December 31, 1996 the Company had total assets of $1,051,500 and
  total stockholders  equity of $558,106.  The 53% decrease in total
  assets for the year ended December 31, 1997 is primarily due to
  reduction of cash realized from the Company s financing activities.
  
     Management believes that the Company has sufficient capital
  resources and commitments to fund anticipated operations until some
  time in the second quarter of 1998.  Management estimates that its
  current level of operations require approximately $50,000 per month
  in cash based upon average monthly cash flows during the fourth
  quarter of 1997.  Unless the Company is able to substantially
  increase current sales of its products during early 1998 or is able
  to raise additional sales of corporate debt or equity securities,
  the Company may encounter a cash flow shortage during the third
  quarter of 1997. The Company intends to seek additional equity or
  debt capital through private sources and/or a public offering,
  although there can be no assurance that the Company could
  successfully complete any such offering.  As of the date hereof,
  the Company has not entered into any firm agreements or
  understandings for the raising of capital from public or private
  sources.  If sales revenue from the Company s products under
  development are not adequate to fund the Company s future
  operations and it is unable to secure financing from the sales of
  its securities or from private lenders, the Company could
  experience additional losses which could curtail the Company s
  operations.  The continuation as a going concern is directly
  dependent upon the success of its future operations and ability to
  obtain additional financing.
  
     In the opinion of management, inflation has not had a material
  effect on the operations of the Company.
  
  Risk Factors and Cautionary Statements
  
     Forward-looking statements in this report are made pursuant to
  the "safe harbor" provisions of the Private Securities Litigation
  Reform Act of 1995.  The Company wishes to advise readers that
  actual results may differ substantially from such forward-looking
  statements.  Forward-looking statements involve risks and
  uncertainties that could cause actual results to differ materially
  from those expressed in or implied by the statements, including,
  but not limited to, the following: the ability of the Company to
  secure additional financing, the development of the Company's
  existing and new products, the potential market for the Company's
  products, competitive factors, and other risks detailed in the
  Company's periodic report filings with the Securities and Exchange
  Commission. 
  
  Item 7. Financial Statements and Supplementary Data
  
     The Company s Consolidated Balance Sheet as of December 31,
  1997 and the related Consolidated Statements of Operations,
  Stockholders  Equity, and Cash Flows for the years ended December
  31, 1997, and 1996, and from inception on January 21, 1991 through
  December 31, 1997 have all been examined to the extent indicated in
  their report by Jones, Jensen & Company, independent Certified
  Public Accountants, and have been prepared in accordance with
  generally accepted accounting principals and pursuant to Regulation
  S-B as promulgated by the Securities and Exchange Commission.  The
  aforementioned financial statements are included herein in response
  to Item 7 of this Form 10-KSB.
<PAGE>


  
  
  
  
  
  
                     INDEPENDENT AUDITORS' REPORT
  
  
  The Board of Directors
  Medisys Technologies, Inc. and Subsidiary
  (Development Stage Companies)
  Salt Lake City, Utah
  
  We have audited the accompanying consolidated balance sheet of Medisys
  Technologies, Inc. and Subsidiary (development stage companies) as of
  December 31, 1997, and the related consolidated statements of operations,
  stockholders' equity (deficit), and cash flows for the years ended
  December 31, 1997, and 1996 and from inception on January 21, 1991
  through December 31, 1997.  These consolidated financial statements are
  the responsibility of the Company's management.  Our responsibility is
  to express an opinion on these consolidated financial statements based
  on our audits.
  
  We conducted our audits in accordance with generally accepted auditing
  standards.  Those standards require that we plan and perform the audit
  to obtain reasonable assurance about whether the consolidated financial
  statements are free of material misstatement.  An audit includes
  examining, on a test basis, evidence supporting the amounts and
  disclosures in the consolidated financial statements.  An audit also
  includes assessing the accounting principles used and significant
  estimates made by management, as well as evaluating the overall
  consolidated financial statement presentation.  We believe that our
  audits provide a reasonable basis for our opinion.
  
  In our opinion, the consolidated financial statements referred to above
  present fairly, in all material respects, the financial position of
  Medisys Technologies, Inc. and Subsidiary  (development stage companies)
  as of December 31, 1997, and the results of their operations and their
  cash flows for the years ended December 31, 1997, and 1996 and from
  inception on January 21, 1991 through December 31, 1997 in conformity
  with generally accepted accounting principles.
  
  The accompanying consolidated financial statements have been prepared
  assuming that the Company will continue as a going concern.  As discussed
  in Note 9 to the consolidated financial statements, the Company has
  incurred significant losses since inception relating to its research and
  development efforts and has had no significant operating revenues, all
  of which raise substantial doubt about the Company's ability to continue
  as a going concern.  Management's  plans in regard to these matters are
  also described in Note 9.  The consolidated financial statements do not
  include any adjustments that might result from the outcome of this
  uncertainty.
  
  
  
  Jones, Jensen & Company
  Salt Lake City, Utah 
  April 9, 1998
<PAGE>

               MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                     (Development Stage Companies)
                      Consolidated Balance Sheet
  
  
                                ASSETS
  
                                                      December 31,      
                                                         1997              
  CURRENT ASSETS
   
    Cash                                          $      2,178 
    Accounts receivable, net (Note 1)                   11,005
    Inventory (Note 1)                                  21,004 
    Prepaid expenses                                    21,500 
  
        Total Current Assets                            55,687 
  
  FIXED ASSETS
  
    Leasehold improvements                               2,195 
    Furniture and equipment                             76,946 
    Leased equipment                                    10,010 
    Accumulated depreciation                           (51,050)
  
        Total Fixed Assets                              38,101 
  
  OTHER ASSETS
  
    Deferred offering costs                              2,250
    Security deposits                                    4,000 
    Patent and trademark costs, net (Note 1)           397,535    
    Organizational costs (Note 1)                          311 
  
        Total Other Assets                             404,096 
  
        TOTAL ASSETS                              $    497,884 
    <PAGE>

              MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY 
                     (Development Stage Companies)
                Consolidated Balance Sheet (Continued)
  
  
            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  
                                                    December 31,      
                                                       1997              
  
  CURRENT LIABILITIES
  
    Accounts payable                              $    391,257 
    Accrued expenses (Note 3)                          361,092 
    Payable-stockholders (Note 2)                       49,081 
    Notes payable shareholder (Note 4)                  34,500 
  
        Total Current Liabilities                      835,930 
  
  LONG-TERM DEBT
    
    Notes payable  - less current portion (Note 2)     253,000     
    
        Total Long-Term Debt                           253,000 
  
        TOTAL LIABILITIES                            1,088,930 
  
  COMMITMENTS AND CONTINGENCIES (Note 5)
  
  STOCKHOLDERS' EQUITY (DEFICIT) (Notes 6 and 7)
  
    Common stock: 100,000,000 shares 
     authorized of $0.0005 par value, 
     13,120,810 shares issued  and outstanding           6,560     
    Additional paid-in capital                       6,373,102 
    Stock subscriptions receivable (Note 6)           (175,000)
    Deficit accumulated during the development stage(6,795,708)
  
        Total Stockholders' Equity (Deficit)          (591,046)
                                    
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $497,884     


<PAGE>
                   MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                         (Development Stage Companies)
                     Consolidated Statements of Operations

                                                              From     
                                                           Inception on 
                                                            January 21, 
                                    For the Years Ended    1991 through 
                                         December 31,      December 31,
                                         1997        1996       1997           

REVENUES                             $ 97,634   $    2,182  $   102,618 
  
OPERATING EXPENSES

  Cost of product sold                 29,797        1,267       31,638 
  Product research and development    654,629      496,446    2,339,217     
  Professional services               474,263      272,161    1,222,733 
  Salaries                            271,720      290,857    1,310,626 
  Depreciation and amortization        27,898       25,548      129,372     
  General and administrative          371,094      348,186    1,372,939     

     Total Operating Expenses       1,829,401    1,434,465    6,406,525     

     OPERATING LOSS                (1,731,767)  (1,432,283)  (6,303,907)

OTHER INCOME (EXPENSES)

  Gain on sale of asset                13,042         -          13,042
  Interest income                       5,851       13,194       19,045 
  Interest expense                   (379,142)     (26,566)    (469,788)
  Bad debt expense                       (673)     (53,070)     (54,100)

     Total Other Income (Expenses)   (360,922)     (66,442)    (491,801)

LOSS BEFORE INCOME TAXES           (2,092,689)  (1,498,725)  (6,795,708)

INCOME TAXES                             -            -            -      

NET LOSS                          $(2,092,689) $(1,498,725) $(6,795,708)

NET LOSS PER SHARE OF COMMON STOCK$     (0.17) $     (0.13) 

 
                  MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                         (Development Stage Companies)
           Consolidated Statements of Stockholders' Equity (Deficit)


                                                                      Deficit
                                                                     Accumulated
                                                         Additional   During the
                                         Common Stock      Paid-In   Development
                                      Shares     Amount    Capital     Stage 

Balance, January 21, 1991               -       $  -      $    -     $     -

Common stock issued for cash
 during 1991 at $.0001 per share   8,100,000      4,050      (3,060)       - 

Net loss for the year ended 
 December 31, 1991                       -         -           -         (8,667)

Balance, December 31, 1991          8,100,000     4,050      (3,060)     (8,667)

Effect of reverse acquisition       1,768,500       884     (41,557)       - 

Private placement of common
 stock for cash at $2.00 per share    250,000       125     499,875        - 

Cancelled shares                     (418,500)     (209)        209        -  

Net loss for the year ended 
 December 31, 1992                       -         -           -       (269,551)

Balance, December 31, 1992          9,700,000     4,850     455,467    (278,218)

Issuance of common stock for 
 cash at an average price of 
 $2.21 per share                       45,248        23      99,977        - 

Common stock offering costs              -         -         (4,970)       - 

Net loss for the year ended 
 December 31, 1993                       -         -           -       (802,338)

Balance, December 31, 1993          9,745,248  $  4,873   $ 550,474 $(1,080,556)

<PAGE>
                   MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                         (Development Stage Companies)
     Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

                                                                      Deficit
                                                                    Accumulated
                                                         Additional During the
                                        Common Stock      Paid-In   Development
                                    Shares        Amount  Capital      Stage

Balance, December 31, 1993         9,745,248  $    4,873  $ 550,474 $(1,080,556)

Issuance of common stock for 
 cash at an average price 
 of $1.26 per share                   60,016          30     75,581        - 

Contributed capital by shareholders     -           -       513,812        - 

Commons stock issued in settlement
 of shareholder loans at 
 approximately $2.16 per share       200,000       100      431,495        - 
 

Forgiveness of wages and fees
 by shareholders                        -         -         215,565        - 

Common stock offering costs             -         -         (97,791)       - 

Net loss for the year ended
 December 31, 1994                      -         -            -       (960,966)

Balance, December 31, 1994        10,005,264     5,003    1,689,136  (2,041,522)

Issuance of common stock for cash 
 at an average price of $1.05 
 per share                           627,937       314      659,562        - 

Issuance of common stock for 
 services rendered at an average 
 price of $1.26 per share            121,939        61      153,789        - 

Issuance of common stock for 
 prepaid rent at $0.35 per share      42,000        21       14,952        - 

Sale of common stock options            -         -         431,800        - 

Transfer of common stock in 
 settlement of debt                     -         -         111,699        - 

Net loss for the year ended
 December 31, 1995                      -         -            -     (1,162,772)

Balance, December 31, 1995        10,797,140  $  5,399   $3,060,938 $(3,204,294)

<PAGE>
                   MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                         (Development Stage Companies)
     Consolidated Statements of Stockholders' Equity (Deficit) (Continued)


                                                                      Deficit
                                                                    Accumulated
                                                        Additional   During the 
                                         Common Stock     Paid-In    Development
                                     Shares      Amount   Capital      Stage 

Balance, December 31, 1995         10,797,140  $   5,399 $3,060,938 $(3,204,294)

Issuance of common stock for
 cash at a price of $1.50 per share 1,342,331        670  2,012,830        - 

Common stock offering costs              -          -       (85,420)       -  

Issuance of common stock for
 consulting and professional
 services rendered at an average
 price of $3.39 per share              36,769         17    124,687        -

Issuance of common stock from 
 exercise of common stock 
 warrants at $1.50 and $1.25 
 per share                             41,700         21     52,529        - 

Issuance of common stock in
 satisfaction of note payable
 at $2.80 per share                    20,000         10     55,990        -  

Issuance of common stock for
 warrants exercised at $1.75 per
 share for subscription receivable    100,000         50    174,950        -  

Common stock warrants issued for
 extension of payable payment            -           -       33,454        -  

Net loss for the year ended 
 December 31, 1996                       -           -          -    (1,498,725)

Balance, December 31, 1996         12,337,940   $   6,167 $5,429,958$(4,703,019)

<PAGE>
                   MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                         (Development Stage Companies)
     Consolidated Statements of Stockholders' Equity (Deficit) (Continued)


                                                                      Deficit
                                                                     Accumulated
                                                          Additional  During the
                                        Common Stock       Paid-In   Development
                                      Shares     Amount    Capital     Stage 

Balance, December 31, 1996         12,337,940  $   6,167 $5,429,958 $(4,703,019)

Issuance of common stock for
 cash at an average price of 
 $1.27 per share                      130,000         65    164,935        -

Common stock offering costs              -          -       (85,420)       -

Issuance of common stock in
 satisfaction of note payable
 at $0.78 per share                    8,572           4      6,718        -

Issuance of common stock for
 consulting and professional
 services rendered at an
 average price of $1.33 per
 share                               644,298         324    856,911        -

Net loss for the year ended
 December 31, 1997                      -           -          -     (2,092,689)

Balance, December 31, 1997        13,120,810   $   6,560 $6,373,102 $(6,795,708)
<PAGE>

                    MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (Development Stage Companies)
                      Consolidated Statements of Cash Flows

                                                                              
                                                                  From          
                                                               Inception on    
                                                               January 21,    
                                        For the Years Ended    1991 Through   
                                            December 31,        December 31,  
                                         1997         1996         1997         
CASH FLOWS FROM OPERATING 
  ACTIVITIES

 Loss from operations                $(2,092,689) $(1,498,725) $(6,795,708)
 Adjustments to reconcile net 
  income to net cash provided (used) 
  by operating activities:
   Operating expenses paid by 
    issuance of common stock             857,235      124,704    1,165,806 
   Common stock options and 
     warrants for services                  -          33,454      211,254 
   Depreciation and amortization          27,898       25,548      129,372 
   Allowance for doubtful accounts           648       53,070       53,718 
 Changes in operating assets 
   and liabilities:
   (Increase) decrease in accounts 
     receivable                          (11,653)         870      (11,653)
   (Increase) decrease in inventory      (12,433)      (4,145)     (21,004)
   (Increase) decrease in prepaid 
    expenses                             (14,503)       7,976      (21,500)
   (Increase) decrease in other assets    (2,250)        -          (2,250)
   (Increase) decrease in loans 
    receivable - stockholders               -           5,007         -      
   (Increase) decrease in security deposits -            (859)      (4,000)
   (Increase) decrease in organizational 
    costs                                   -            -            (311)
   Increase (decrease) in accounts
    payable                              115,243      137,033      391,257 
   Increase (decrease) in accrued 
     expenses                            255,651     (107,165)     361,092 
   
       Net Cash (Used) by Operating 
         Activities                     (876,853)  (1,223,232)  (4,543,927)

CASH FLOWS FROM INVESTING ACTIVITIES
    
 Increase in patent costs               (101,831)     (91,053)    (398,929)
 Acquisition of subsidiary                  -            -         (40,673)
 Purchase of fixed assets                (10,853)     (25,820)     (94,700)
 Disposal of fixed assets                 11,166         -          11,166

     Net Cash (Used) by Investing 
       Activities                    $  (101,518)   $(116,873)  $ (523,136)
<PAGE>

                    MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (Development Stage Companies)
                Consolidated Statements of Cash Flows (Continued)             

                                                                              
                                                                      From  
                                                                  Inception on
                                                                    January 21,
                                            For the Years Ended   1991 Through
                                                December 31,       December 31,
                                                1997     1996          1997 

CASH FLOWS FROM FINANCING ACTIVITIES

   Payments of stock offering costs        $ (85,420) $ (60,100)  $  (175,809)
   Proceeds from capital lease                  -          -           10,010 
   Payments on capital lease                    -        (1,444)      (10,010)
   Payments on contracts payable             (20,577)   (13,132)      (62,400)
   Borrowings from stockholders                3,100     42,782       493,570 
   Borrowings from notes payable                -          -          338,500 
   Payment on loans payable - stockholders      -          -          (20,984)
   Payment on notes payable                   (4,158)  (106,596)     (141,277)
   Stock subscriptions receivable               -          -          (53,427)
   Issuance of common stock                  165,000  2,013,500     4,131,518 
   Proceeds from sale of  stock options      253,000       -          507,000 
   Proceeds from exercise of common stock 
     options                                    -        52,550        52,550 

       Net Cash Provided by Financing 
           Activities                        310,945  1,927,560     5,069,241

 NET INCREASE (DECREASE) CASH AND 
  CASH EQUIVALENTS                          (667,426)   587,455         2,178 

 CASH AND CASH EQUIVALENTS AT 
  BEGINNING OF PERIOD                        669,604     82,149          -  

 CASH AND CASH EQUIVALENTS AT END 
  OF PERIOD                                 $  2,178  $ 669,604    $    2,178 

 SUPPLEMENTAL DISCLOSURES OF CASH 
  FLOW INFORMATION

     CASH PAID FOR

      Income taxes                          $   -     $    -       $     -      
      Interest                              $ 13,718  $   9,932    $   56,898 

 NON CASH FINANCING ACTIVITIES
     Purchase of automobiles on contract    $   -     $    -       $   62,400
     Conversion of stockholder loans to
      equity                                $   -     $  56,000    $  599,294
     Stock issued in payment of operating 
      expenses                              $857,235  $ 124,704    $1,165,806
<PAGE>

                  MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                        (Development Stage Companies)
                Notes to the Consolidated Financial Statements
                          December 31, 1997 and 1996


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

        a. Business Organization

        The Company was incorporated on March 17, 1983 under the laws
        of the State of Utah.  The Company subsequently ceased its
        original business activity in 1985 and thereafter primarily
        investigated and sought new business opportunities and was
        reclassified as a development stage Company as of March 1, 1989.

        The Company has a wholly owned subsidiary (the Subsidiary) 
        which was incorporated in the State of Louisiana, on January 21,
        1991,  for the purpose of developing a device for the assistance
        of childbirth under a patent which was applied for in May 1990
        and granted on June 15, 1992.

        The Subsidiary has been classified as a development stage
        company since all activities to date have been related to the
        development of a childbirth assistance device as well as other
        medical devices.

        On August 6, 1992 the Company acquired all of the outstanding
        common stock of Medisys Technologies, Inc. (Medisys).  For
        accounting purposes the acquisition has been treated as a
        recapitalization of Medisys with Medisys as the acquirer.

        b. Fixed Assets

        Fixed assets are stated at cost less accumulated depreciation. 
        Depreciation on equipment and furniture is provided using the
        straight-line method over an expected useful life of five years.

        c. Patent and Trademark Costs

        The capitalized costs of obtaining patents consists of legal
        fees and associated filing costs.  These patent costs will be
        amortized over the shorter of their legal or useful lives.  The
        Company has numerous patents in various stages of development
        and the application process.  Several patents have been granted
        but are being developed further in a continuation-in-part (CIP)
        status until the development of a commercial product is
        complete, the related product has received FDA (Food and Drug
        Administration) approval and is in a marketable condition ready
        for sale.  Once patents have been granted, FDA approval
        obtained, and sales commenced, no further costs associated with
        the patent are capitalized.  As of December 31, 1997, the
        Company did have one patented product for which sales have
        commenced with the related costs being amortized over the
        estimated useful life of the patent.  Management has determined
        that estimated future cash flows from this product will be
        sufficient to recover the capitalized basis of the costs
        associated with that patent.  The other patents for which costs
        have been capitalized are considered to have continued viability
        according to management of the Company with no significant
        events occurring which would impair the value of the capitalized
        costs associated with the individual patents.
<PAGE>

                  MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                        (Development Stage Companies)
                Notes to the Consolidated Financial Statements
                          December 31, 1997 and 1996


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
(Continued)

        c. Patent and Trademark Costs (Continued)

        The Company has also incurred costs associated with obtaining
        trademarks related to the Company's existing and future
        products.  Those costs have been capitalized and will be
        amortized over the estimated useful life of the trademarks once
        approval has been received and usage begins. These trademarks
        are considered to have continued viability according to
        management with no significant events occurring which would
        impair the value of the capitalized costs associated with the
        trademarks.

        d. Organization Costs

        The Company's organization costs will be amortized over a 60
        month period using the straight-line method when it begins its
        principal activities.

        e. Cash and Cash Equivalents

        For purposes of financial statement presentation, the Company
        considers all highly liquid investments with a maturity of three
        months or less, from the date of purchase, to be cash
        equivalents.

        f. Income Taxes

        No provision for federal income taxes has been made at December
        31, 1997 and 1996 due to accumulated operating losses.  The
        minimum state franchise tax has been accrued.

        The Company has accumulated approximately $6,783,632 of net
        operating losses as of December 31, 1997, which may be used to
        reduce taxable income and income taxes in future years.  The use
        of these losses to reduce future income taxes will depend on the
        generation of sufficient taxable income prior to the expiration
        of the net operating loss carryforwards.  The carryforwards
        expire as follows:

                   Year of                      Net Operating
                   Expiration                   Loss      

                   2006                        $    8,667           
                   2007                           267,504          
                   2008                           800,372          
                   2009                           959,825          
                   2010                         1,159,850        
                   2011                         1,496,725
                   2012                         2,090,689        

                                               $6,783,632 

        In the event of certain changes in control of the Company, there
        will be an annual limitation on the amount of net operating loss
        carryforwards which can be used.  The potential tax benefits of
        the net operating loss carryforwards have been offset by a
        valuation allowance of the same amount.
<PAGE>

                  MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                        (Development Stage Companies)
                Notes to the Consolidated Financial Statements
                          December 31, 1997 and 1996


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
(Continued)

        g. Principles of Consolidation

        The consolidated financial statements include the accounts of
        Medisys Technologies, Inc., (parent) and Medisys Technologies,
        Inc. (Subsidiary) a wholly owned subsidiary.  All significant
        intercompany accounts and transactions have been eliminated in
        consolidation.

        h. Presentation of Consolidated Financial Statements

        Certain balances for the prior period have been reclassified to
        conform to the current year presentation.

        i. Inventory

        Inventory is medical products held for sale which are carried
        at the lower of cost or market value using the first-in first-
        out method.
        
        j. Net Loss Per Share

        Net loss per share is computed using the weighted average number
        of common shares outstanding during each period.  Pursuant to
        the requirements of Securities and Exchange Commission Staff
        Accounting Bulletin No. 83, common shares issued by the Company
        during the twelve months immediately preceding the initial
        public offering at a price below the initial public offering
        price have been included in the calculation of the shares used
        in computing net loss per share as if they were outstanding for
        all periods presented.  There are no common stock equivalents.  The 
        Company will adopt the provisions of FAS beginning January 1, 1998.

        k. Forward Stock Split

        On July 20, 1992 the subsidiary forward split its shares of
        common stock on a 8,100 shares for 1 share basis.  All
        references to shares outstanding and earnings per share have
        been restated on a retroactive basis.

        l. Credit Risks
        
        The Company maintains its cash accounts primarily in one bank
        in Louisiana.  The Federal Deposit Insurance Corporation insures
        accounts to $100,000.  The Company's accounts occasionally
        exceed the insured amount.

        m. Estimates

        The preparation of financial statements in conformity with
        generally accepted accounting principles requires management to
        make estimates and assumptions that affect the reported amounts
        of assets and liabilities and disclosure of contingent assets
        and liabilities at the date of the financial statements and the
        reported amounts of revenues and expenses during the reporting
        period.  Actual results could differ from those estimates.
<PAGE>

                  MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                        (Development Stage Companies)
                Notes to the Consolidated Financial Statements
                          December 31, 1997 and 1996

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
(Continued)

        n.  Accounts Receivable

        Accounts receivable are shown net of the allowance for doubtful
        accounts of $648.

NOTE 2 - PAYABLE - SHAREHOLDERS

        From time to time the Company receives advances from certain
        stockholders for the purpose of providing funds for the
        Company's operating expenditures.  The Company has also advanced
        funds to stockholders.  The outstanding balances of these
        advances fluctuates during the year and do not have specific
        repayment terms although the advances are generally considered
        to be due or payable on demand.  Accordingly, the related
        receivable or payable has been reflected as current in the
        accompanying consolidated financial statements.  At December 31,
        1997, there was a balance outstanding payable to stockholders
        totaling $49,081

        The Company also has notes payable to various shareholders in
        the aggregate of $253,000.  The notes bear interest at 10% per
        annum, are unsecured and are due in 1999.  The notes payable have 
        accrued interest of $9,101 at December 31, 1997.  Interest expense 
        to shareholders was $365,424.

NOTE 3 - ACCRUED EXPENSES

        Accrued expenses at December 31, 1997 consist of the following:
                                                       
             Payroll taxes payable                     $     673 
             Accrued salaries and directors fees         307,627 
             Accrued interest payable                      9,101 
             Contract labor payable                        2,873
             Finance charge                               11,615
             Accrued expenses - other                     29,203 

                                                       $ 361,092 

        The accrued salaries and directors fees are to be paid over the
        next 24 months or when the Company is adequately financed.



        
<PAGE>
                  MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                        (Development Stage Companies)
                Notes to the Consolidated Financial Statements
                          December 31, 1997 and 1996

NOTE 4 - NOTES PAYABLE

        Notes payable consisted of the following:              December 31,
                                                                   1997   
        Note payable to Richard L. Apel, unsecured, dated 
        November 2, 1993 at 8%; principal and interest 
        delinquent since August 18, 1994.                        $  12,500 

        Note payable to Cynthia F. Vatz, unsecured, dated October 
         19, 1993 at 8%; principal and interest delinquent since
         August 18, 1994.                                           12,500 

        Note payable to Abraham B. and Edele Eckstein, unsecured,
         dated March 1, 1995 which replaces an October 6, 1993 note 
         at 8%; monthly payments of $500 commencing March 1, 1995 
         with a single balloon payment for the remaining balance plus 
         interest delinquent since March 1, 1996.                   9,500 
             Total                                                 34,500 

             Less current portion                                 (34,500)

             Total Long-Term Portion                            $    -      

        These notes payable are in default.  None of the related note
        holders have demanded repayment and the Company is in the
        process of negotiating repayment terms.  The Company continues
        to pay the $500 monthly installments on the one note payable to
        Mr. and Mrs. Eckstein and continues to accrue interest on these
        and all outstanding notes payable.  8,572 shares of common stock
        were issued in partial payment of this note in 1997.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

        During 1996, the Company adopted a Simplified Employee Pension
        (SEP) Plan.  The Plan enables the Company to make an annual
        discretionary contribution to be allocated to employees on a
        prorata basis according to their compensation for the year.  In
        addition, employees have the option to make voluntary Retirement
        Savings Contributions in amounts not to exceed 15% of their
        annual compensation.  The Company elected to not make a
        contribution for the year ended December 31, 1997.  The Company
        has no other bonus, profit sharing or deferred compensation
        plans for the benefit of its employees, officers or directors
        except if discussed elsewhere.

        On January 21, 1993, the Company entered into three-year
        employment agreements with each of Edward P. Sutherland, Gary
        Alexander, and Jerry Phipps.  These contracts expired on January
        21, 1996 and were not renewed.  The Company entered into
        employment agreements with Edward P. Sutherland and Kerry Frey
        on September 3, 1996 and September 4, 1996, respectively,
        pursuant to which they will receive annual salaries of $150,000
        and $144,000, respectively.  These employment agreements expired
        on December 31, 1997.

        Any additional compensation to these employees is to be in the
        form of an annual cash bonus or the granting of stock options
        at the discretion of the Board of Directors not to exceed 50%
        of their annual compensation.
<PAGE>

                  MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                        (Development Stage Companies)
                Notes to the Consolidated Financial Statements
                          December 31, 1997 and 1996


NOTE 5 - COMMITMENTS AND CONTINGENCIES (Continued)

        On March 29, 1995 the Company entered into a contract with a
        medical institution to perform a clinical study of the Company's
        SofCepts product.  The contract required that payments totaling
        $247,262 be made by the Company to the medical institution for
        testing services.  During 1995, the contract was amended with
        additional payments to be made based on services to be
        performed.  The contract was later terminated before its
        completion.  The Company had made payments of $265,465 for
        services performed pursuant to the contract.  The medical
        institution has claimed an unpaid balance of $133,326 which the
        Company disputes.  The Company contends that the services
        stipulated by the terms of the contract were not performed by
        the medical institution and that no additional amounts are due
        and payable related to this contract.  No amount has been
        accrued in the accompanying consolidated financial statements
        related to this transaction. The Company intends to vigorously
        contend any further claims with respect to this contract and
        believes that the probability that the Company will be required
        to make additional payments is remote. 

        On January 1, 1994, the Company entered into an agreement to
        lease 3,532 square feet of office space.  The lease has a term
        of two years with an extension option for an additional two
        years through December 31, 1997.  The Company exercised the
        option to lease the office facilities for 1997 at a cost of
        $2,942 per month, including utilities, for a total annual cost
        of $35,304. 

        On October 1, 1996, the Company entered into an agreement to
        lease 450 square feet of office space in Far Hills, New Jersey
        at a cost of $1,000 per month, including utilities, for an
        annual cost of $12,000.  The New Jersey lease expired on July
        31, 1997.

NOTE 6 - COMMON STOCK 

        During the months of October and November 1993, the Company had
        a private placement of restricted common stock.  45,248 shares
        were issued, the proceeds of which totalled $100,000.  
        60,016 shares of common stock were issued during 1994 with
        proceeds of $75,611 through a private placement.

        In April 1994, the Company retired the stock of an officer and
        reissued the shares in a private placement, with the total
        proceeds of $513,812 being contributed to additional paid-in
        capital.

        During August 1994, 200,000 shares of common stock were issued
        for cancellation of shareholder loans totalling $431,595.

        During 1994, officers and directors of the Company determined
        that the accrued salaries and fees owed them totaling $215,565,
        would be forgiven and were converted to additional paid-in
        capital.
<PAGE>

                  MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                        (Development Stage Companies)
                Notes to the Consolidated Financial Statements
                          December 31, 1997 and 1996


NOTE 6 - COMMON STOCK (Continued)

        During 1995, 627,937 shares of common stock were issued through
        various private placements with cash proceeds of $659,876. 

        During April 1995, 100,000 shares of common stock, valued at
        $120,000,  were issued to an officer of the Company for services
        rendered.  An additional 21,939 shares were issued to other
        individuals in payment of services rendered valued at $33,850.
        The Company also issued 42,000 shares of common stock for
        payment of rent valued at $14,973 for 1995.

        During December 1995, the Company transferred 120,000 shares of
        common stock in settlement of a note payable with a balance of
        $100,000 plus accrued interest of $11,699.  These shares had
        been issued previously in the name of  the Company as collateral
        on notes payable.

        The Company conducted a private placement of its common stock
        during 1996.  1,342,331 shares of restricted common stock were
        sold at $1.50 per share resulting in total cash proceeds of
        $2,013,500.  1,192,331 of the shares sold carry with them a
        warrant to purchase one additional share of common stock at
        $1.50 per share (see Note 7).  $85,420 of costs were incurred
        in connection with this offering and have been deducted from
        additional paid-in capital in the accompanying consolidated
        financial statements.

        Between May and December, 1996, the Company issued an additional
        36,769 shares of restricted common stock to officers, directors,
        consultants, professionals and vendors for services rendered. 
        The shares were priced at the fair market value of the common
        stock on the date the shares were issued and have been valued
        at a total of $124,704 in the accompanying consolidated
        financial statements for an average per share price of $3.39.

        During 1996, warrants representing 40,000 and 1,700 shares of
        common stock were exercised at prices of $1.25 and $1.50 per
        share, respectively, generating cash proceeds to the Company
        totaling $52,550.  See Note 7 regarding common stock warrants.

        In July 1996, 20,000 shares of restricted common stock were
        issued by the Company as payment of a $50,000 note payable along
        with accrued interest of $6,000 resulting in a per share price
        of $2.80.

        During 1996, the Company also issued 100,000 shares of
        restricted common stock upon the exercise of common stock
        warrants representing the same number of shares, having an
        exercise price of $1.75 per share.  Payment for the common stock
        was made with a non-interest bearing four year promissory note. 
        The related shares are being held by the Company as collateral
        for the promissory note.  The shares have ben reflected as
        issued and outstanding with a corresponding $175,000 stock
        subscription receivable reflected as a reduction of
        stockholders' equity.

        During 1997, the Company issued 10,000 shares of its common
        stock and 120,000 shares for cash at $1.50 and $1.25 per share,
        respectively.  The Company issued 8,572 shares of its common
        stock in partial settlement of a note payable and accrued
        interest of $6,722.  The Company issued a total of 644,298
        shares of its common stock for services.  The services were
        valued at the trading price of the shares when they were issued.
<PAGE>

                  MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                        (Development Stage Companies)
                Notes to the Consolidated Financial Statements
                          December 31, 1997 and 1996


NOTE 7 - COMMON STOCK WARRANTS

        As of December 31, 1997, the Company had outstanding warrants
        for the issuance of common stock as follows:

       Number of   Date       Expiration      Exercise        Estimated        
       Shares      Issued       Date            Price          Proceeds        
       557,000     1994         1998       $        1.5625  $   870,313 
       591,000     1995       1998-2005    $1.125 - $2.625    1,124,250     
     2,711,584     1996       1999-2001    $  1.00 - $4.25    7,009,476
       739,821     1997       1999-2002    $ 1.00 - $1.875    1,063,493     

                                                            $10,067,532

       762,000 common stock warrants were issued to current and former
       officers, directors and affiliates of the Company for incurring
       personal liability for the Company's indebtedness.  The exercise
       price of these warrants was equal to the fair market value of
       the underlying common stock. 

       Of the outstanding common stock warrants, 212,500 were issued to
       holders of the Company's notes payable as collateral and also in
       return for the extension of repayment terms.  In November 1995,
       300,000 common stock warrants were issued to the Company's
       patent attorney for deferring payment of legal fees.  The
       exercise price of all of these warrants was equal to the fair
       market value of the underlying common stock on the date the
       common stock warrants were granted.

       261,000 common stock warrants have been issued in return for
       directors of the Company forfeiting their claim to director fees
       from prior periods.  In addition, officers, directors and
       affiliates have been issued a total of 1,172,597 common stock
       warrants in exchange for common stock which they surrendered and
       were issued to an unrelated entity for their assistance in
       raising equity capital for the Company.  In both cases, the
       exercise price of the warrants was equal to the fair market
       value of the related common stock on the date the common stock
       warrants were granted.

       During the period August through December 1997, the Company
       issued a total of 23,102 common stock warrants having exercise
       prices between $1.00 and $3.50 per share at a time when the fair
       market price of the underlying common stock was $2.75 to $3.50
       per share.  The aggregate difference between the exercise price
       and fair market value of the common stock totaling $33,454 has
       been reflected as professional services with a corresponding
       charge to additional paid-in-capital.

       All common stock warrants issued in 1997 had exercise prices at
       or above the trading price of the shares.
<PAGE>

                  MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                        (Development Stage Companies)
                Notes to the Consolidated Financial Statements
                          December 31, 1997 and 1996


NOTE 7 - COMMON STOCK WARRANTS(Continued)

       During 1996, the Company conducted a private placement of its
       common stock (see Note 7), wherein the purchaser of one share of
       the Company's common stock also received a warrant to purchase
       one additional share of common stock at $1.50 per share.  The
       Company issued 1,192,331 common stock warrants pursuant to this
       private placement, 1,700 of which were exercised prior to
       December 31, 1996 (See Note 7).  Any difference between the
       exercise price of the common stock warrants and the fair value
       of the Company's common stock on the date the shares of common
       stock were purchased has been included in the proceeds from the
       sale of the common stock as part of additional paid-in capital.

NOTE 8 - COMMON STOCK OPTIONS

       On September 15, 1995, the Company issued options for the
       purchase of 508,000 shares of common stock to certain
       shareholders, one of which is also an officer and director of
       the Company.  The Company received $254,000 of consideration for
       the issuance of these options or $0.50 per share which enabled
       the holders to acquire the 508,000 shares of common stock for
       additional consideration totaling $76,000, or $0.15 per share. 
       The fair market value of the Company's common stock on the date
       the options were purchased was $1.00 per share.  The difference
       between the option exercise price and the fair market value of
       the Company's common stock relative to these options totaled
       $177,800 or $0.35 per share and has been included as
       compensation in the accompanying consolidated statement of
       operations for the year ended December 31, 1995.  The options
       expired unexercised on December 15, 1995.  Accordingly, the
       proceeds from the sale of these options and the difference
       between the option exercise and fair market value of the common
       stock has been reflected as additional paid-in capital in the
       accompanying consolidated financial statements with no shares of
       common stock issued.

NOTE 9 - GOING CONCERN

       The Company's consolidated financial statements have been
       prepared using generally accepted accounting principles
       applicable to a going concern which contemplates the realization
       of assets and liquidation of liabilities in the normal course of
       business.  The Company has incurred significant losses since
       inception, relating to its research and development efforts and
       has had no significant operating revenues.  In prior periods,
       the Company has had substantial working capital and
       stockholders' equity deficits.  In 1996, the Company was able to
       raise working capital through the private placement of its
       common stock.  However, cash flow projections show that the
       Company's reserves are not adequate to cover its needs for 1997. 
       It is unlikely that the Company can complete its research and
       development projects without additional funds.  Management of
       the Company plans to raise additional capital through a private
       placement or a public offering of its common stock and the
       Company anticipates generating additional revenue from increased
       product sales.

NOTE 10 - RELATED PARTY TRANSACTIONS

       The Company has incurred $365,424 of interest expense to shareholders 
       in the year ended December 31, 1997.  This balance is comprised of 
       the issuance of 407,226 shares of common stock valued at $356,323 
       in exchange for not calling the notes payable due and accrued interest 
       payable of $9,101.
<PAGE>

       Item 8. Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure

  There have been no changes in or disagreements with
accountants.

                                 PART III

Item 9.     Directors and Executive Officers of the Registrant

  The Executive Officers and Directors of the Company are as
follows:    

Name                      Age            Position
Edward P. Sutherland       51    Chairman, Chief Executive        
                                  Officer and Director
Kerry M. Frey              52    President, Chief Operating  
                                 Officer and Director
Gary E. Alexander          53    Vice President, Chief Technology 
                                  Officer and Director
William D. Kiesel          53    Corporate Secretary and Director
Dr. Timothy Andrus         48    Director
Jane Cooper                43    Director
Dr. Robert L. diBenedetto  70    Director

     All Directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified.  The Executive Committee of the Board of Directors, to
the extent permitted under Utah law, exercises all of the power and
authority of the Board of Directors in the management of the
business and affairs of the Company between meetings of the Board
of Directors.  Each executive officers serves at the discretion of
the Board of Directors.

  The four principal managers of the Company are:

  EDWARD P. SUTHERLAND is the Chairman/CEO and a co-founder of
the Company.  Mr. Sutherland received a Bachelor of Arts Degree
from Louisiana State University in 1968, and a Juris Doctor Degree
from Louisiana State University in 1974.  He was in private law
practice from 1974 until he co-founded the Company in 1992.  Mr.
Sutherland has over 25 years of business, professional and
personnel management expertise in the private and public sector
including over five years of experience in forming, developing and
managing a start-up company in the medical R&D industry.  His
background includes strategic planning, financing, administration,
policy formulation and execution, personnel education, general
office management, bookkeeping, taxation, and interface with
governmental agencies including the FDA and the Securities and
Exchange Commission (SEC). While practicing as an attorney, Mr.
Sutherland also developed a comprehensive background in hospital
and medical practice, and product liability litigation.
  
  KERRY M. FREY, President and Chief Operating Officer has over
22 experience in the health care industry.  Mr. Frey became an
Officer and a Director of the Company in November 1994.  Mr. Frey
received a Bachelor of Arts Degree from Southeastern Louisiana
University in 1969.  His background includes marketing and sales,
as well as general management.  Mr. Frey was associated with
Johnson and Johnson Hospital Services for ten years in the
development of multi-company corporate marketing programs and
services.  He served as Vice President of Marketing as well as VP
of Sales.  Mr. Frey has coordinated strategic assessment of the
dynamic healthcare market, including managed care, integrated
provider systems and healthcare reform.  He led the development of
corporate value added marketing programs for multi-hospital groups,
large regional hospital systems, surgical supply distributors and
service marketing programs for Johnson & Johnson in the
professional healthcare marketplace.  Previous consulting
assignments have included integrated healthcare systems such as the
General Health System and the Florida Hospital;  futuristic health
delivery planning with Walt Disney Development Company.  He also
consulted for Qualitycare, Inc., a medical distributor company, and
has served on the boards of a medical software company and a start-
up minority distributor.

  GARY E. ALEXANDER is the Vice President, Chief Technical
Officer and co-founder of the Company.  He is the principle
inventor of SofCeps . and most of the Company s other products and
is in charge of product research.  Mr. Alexander received his Juris
Doctor Degree in law from Louisiana State University in 1976 and
was engaged in private law practice from 1976-1991, specializing in
medical liability matters with emphasis on obstetrics.  In 1989,
Mr. Alexander conceived the SofCeps  product and in 1990 began full
time development of the product.  He has spent the last six years
devoting himself to invention, research, and developing of products
for ultimate commercialization.  His broad based career successes
began early in 1967 being named the number one Junior Salesman in
the United States for AM Corporation, a source data collection and
conversion company.  Mr. Alexander has owned and operated several
businesses in building, general contracting, and construction
equipment sales, where he managed up to 75 employees and sub-
contractors and managed the materials flow accounting, invoicing,
accounts payable and receivable, and exclusive service contracts
with major appliance manufacturers.  In connection with those
businesses, he acquired the special skills and expertise in
engineering principles, design, drawings, welding, carpentry,
materials evaluation, electrical and mechanical sciences which have
led to his inventing successes.  His background in law resulted in
multiple areas of business expertise including the management of
accounts in the real-estate sector, and he has advised several
manufacturing clients on both domestic and international businesses
contracts, research and development, operations, sales and mergers. 
He has also served as advisor and counsel for several financial
institutions and has interfaced with several governmental agencies
including FDA and SEC and has represented the SBA.
  
  The Company s Secretary and Consultant on Intellectual
  Property is:
  
  WILLIAM DAVID KIESEL is a Director and a co-founder of the
Company.  During the past 25 years he has been actively engaged in
advising numerous start-up businesses.  During that period he has
supported more that 100 start-up companies in all aspects of their
businesses, including structuring of R&D programs, financial
planning, management, as well as, marketing and sales of their new
products.  These companies have varied in size and encompass
organizations offering a wide spectrum of products, including
medical devices and pharmaceutical products.  In addition to his
current position with Medisys, he serves as the business manager of
his own 25 person patent law firm.  He has also provided to his
clients fair market and liquidation s evaluations of patents,
trademarks, and other intellectual property.  Mr. Kiesel received
from Louisiana State University a B.S. Degree in Mathematics in
1966, a M.S. Degree in Nuclear Engineering in 1970, and a Juris
Doctor Degree in law in 1970.  Mr. Kiesel has been a registered
patent attorney and engaged in the private practice of law since
1971 specializing in patent law and related legal areas.  Mr.
Kiesel has served as Adjunct Professor at the Louisiana State
University Law School teaching courses in Patent Law.
  
  DR. TIMOTHY ANDRUS  became a Director of the Company in
November 1996.  He has over seventeen years experience as an
OB/GYN.  Dr. Andrus has served as the Associate Director of Gulf
South Health Plans HMO for the past five years. Formerly he was the
Chief of Staff for Woman s Hospital, the seventh largest private
woman s hospital in the U.S.,  and currently he is on their Board
of Directors.  
  
  JANE COOPER became a Director of the Company in May 1996. 
Ms. Cooper is the founder, President, and CEO of Healthcare
Advantage, Inc., a regional managed care company headquartered in
New Orleans, Louisiana.  Healthcare Advantage offers a variety of
managed care products including Advantage Health Plan, a commercial
HMO and a Medicare HMO, and serves over 325,000 members in eight
states.    Recently, Ms. Cooper became an independent health care
consultant.  Originally from Wisconsin, Ms. Cooper attended
Augustana College for her undergraduate work and received her
Master s Degree from the University of Illinois.  Since 1982 Ms.
Cooper has worked in the managed care industry and has been in
managed care in New Orleans since 1985.  Ms. Cooper is on the
executive Committee of the Louisiana Managed Healthcare Association
(LMHA) and is on the Board of Directors and serves as Secretary of
the American Association of PPO s (AAPPO).
  
  DR. ROBERT L. diBENEDETTO a Director and co-founder of the
Company, received his Doctorate of Medicine in 1952 from the
Louisiana State University Medical School and served his internship
at Mercy Hospital from 1952 to 1953, and his residency in
Obstetrics and Gynecology at Charity Hospital, New Orleans,
Louisiana from 1956 to 1959.  Dr. diBenedetto has been engaged in
the private practice of Obstetrics and Gynecology from 1959 to the
present and has recently received recognition as one of the top
fifty physicians in the United States.  His hospital affiliations
include Woman's Hospital Foundation, Baton Rouge, Louisiana where
he has served as Chairman of the Board of Directors from 1984 to
1990, and he is also affiliated with Our Lady of the Lake Hospital,
Baton Rouge General Hospital and Earl K. Long Hospital.  Dr.
diBenedetto is also currently President and CEO of the Louisiana
Medical Insurance Company, a major provider of medical malpractice
insurance.  He also serves on the following committees:  Chairman,
Dialogue with Congress;  Area-wide Health Planning;  Liaison with
Organized Specialties;  Chairman, Maternal & Child Health;  Member,
Committee on Professional Liability of American College of
Obstetrics and Gynecology;   Member, Committee on Ethics of
American College of Obstetrics and Gynecology;  Past Chairman,
Louisiana Delegation to American Medical Association.  His
professional organizations include:  Chairman & Legislative
Liaison, Louisiana Section of the American College of Obstetricians
and Gynecologists;  Past Chairman, Louisiana Delegation to the
American Medical Association;  South Central OB/GYN Society; 
clinical Associate Professor of OB/GYN, L.S.U. School of Medicine -
New Orleans, Louisiana;  American Fertility Society; Treasurer,
Louisiana Medical Political Action Committee.

Section 16(a) Beneficial Ownership Reporting Compliance

  Each of the Company's officers and directors is required to
file a Form 5, Annual Statement of Changes in Beneficial Ownership,
on or before the 45th day after the end of the fiscal year.  These
reports have not filed on a timely basis and will be submitted to
the Securities and Exchange Commission.

Compensation of Directors

  Each member of the Board of Directors is compensated as
follows.  Directors  each receive 500 shares of common stock for
every meeting attended and will receive 5,000 stock purchase
warrants annually.  The Chairman of the Board of Directors will
receive 200 additional shares per meeting.  Out of town Directors
are reimbursed for reasonable travel expenses.

  Additionally, members of the Compensation Committee will
receive 100 shares per meeting with the Committee Chair receiving
150 shares.  

Changes in Control

  There are no present or contemplated arrangements, which may
result in a change in control of the Company.

Item 10.    Executive Compensation

  The following table sets forth all cash compensation actually
paid (and not deferred) by the Company for services rendered to the
Company for the years ended December 31, 1995,  1996, and 1997 to
the Company s Chief Executive Officer, Chief Technical Officer, and
Chief Operating Officer.  The total compensation for the remaining
Executive Officers is not reported as it did not meet the threshold
for required reporting.
<PAGE>

                       Summary Compensation Table
                                    
Name and                                     Other     All Other
Principal      Year      Salary    Bonus     Annual    Compensation
Position
                                                                  
Edward P.       1995   $ 118,156   $ -0-     $ -0-     $    -0- 
Sutherland,     1996     150,000     -0-       -0-        33,315
C.E.O.          1997      56,621     -0-       -0-        17,930
                                                                
Gary Alexander, 1995     116,526     -0-       -0-           -0-
C.T.O.          1996     108,000     -0-       -0-        34,257
                1997      43,771     -0-       -0-        17,865
                                                                
Kerry M. Frey,  1995       -0-       -0-       -0-        53,000
President and   1996     144,000     -0-       -0-        45,553
C.O.O.          1997      52,750     -0-       -0-        19,644
________________________
(1)    1997 Other Compensation includes amounts paid in 1997 that
       relate to deferred salary accruals from prior years as
       follows:  $17,930 for Mr. Sutherland;  $17,865 for Mr.
       Alexander;  and $19,644 for Mr. Frey.  As of December 31, 1997
       the Company has accrued salaries and directors fees of
       $290,307 as disclosed in Note 3 to the Consolidated Financial
       Statements contained elsewhere in this Form 10-KSB.  

Employment Agreements

  The Company entered into employment agreements with Edward P.
Sutherland and Kerry Frey on September 3, 1996 and September 4,
1996 respectively, pursuant to which they will receive annual
salaries of $150,000 and $144,000, respectively.  These employment
agreements expired on December 31, 1997. Any additional
compensation to these employees is to be in the form of an annual
cash bonus not to exceed 50% of their annual compensation or the
granting of stock warrants or options at the discretion of the
Board of Directors.

  No salaries, wages or bonuses have been paid to any of the
officers since April 1997.  The officers have voluntarily accrued
their salaries and bonuses on a month to month basis.  in
addition, the officers subscribed to the Company's private
placement debenture committing to pay in to the Company a
combined total of $120,000.  As of December 31, 1997, $58,000 of
that total had been paid in by the Company's officers.

<PAGE>

Item 11.    Security Ownership of Certain Beneficial Owners and
            Management

  The following table sets forth information, to the best
knowledge of the Company, as of December 31, 1997, with respect to
each person known by the Company to own beneficially more than 5%
of the outstanding Common Stock, each director and all directors
and officers as a group.

Name and Address of     Number of Shares    Percentage  Number of        Average
 Beneficial Owner      Beneficially Owned    Ownership  Warrants Owned  Exercise
                                                                          Price
                
Gary E. Alexander *
9624 Brookline Avenue
Baton Rouge, LA 70809       1,367,201(2)         8 %      205,800         $1.61

Robert McNamee
1398 Oakley Drive
Baton Rouge, LA 70806       1,205,826(3)         7 %      358,633          3.31

Jerry Phipps
7530 Old Sturbridge Ln.
Baton Rouge, LA 70806       1,215,826(4)         7 %      473,632          2.91

Robert L. diBenedetto *
781 Colonial Drive
Baton Rouge, La 70806         961,480(5)         5 %      407,000          2.64

William D. Kiesel *
2355 Drusilla Lane
Baton Rouge, LA 70809       1,295,563(6)         7 %      655,166          2.42

Edward P. Sutherland *
9624 Brookline Avenue
Baton Rouge, LA 70809         955,756(7)         6 %      243,000          1.58

Kerry Frey *
9624 Brookline Avenue
Baton Rouge, LA 70809         661,138(8)         4 %       87,400          1.79

Jane Cooper *
9624 Brookline Avenue
Baton Rouge, LA 70809         10,100(9)         .01%        5,000          4.25

Timothy Andrus *
9624 Brookline Avenue
Baton Rouge, LA 70809         60,982(10)        .03%       44,982          1.14

Directors and officers
as a group (7 persons)     7,773,872(11)         44%    2,480,613          2.49

                                
*      Director
**     Unless otherwise indicated in the footnotes below, the Company
       has been advised that each person above has sole voting power
       over the shares indicated above.

(1)    As of December 31, 1997, there were 13,120,810 shares of
       common stock outstanding, which figure does not take into
       consideration stock purchase warrants owned by certain
       officers, directors  and shareholders, entitling the holders
       to purchase an aggregate of 4,564,206 shares of common stock
       and which are currently exercisable.  Therefore, for purposes
       of the table above, as of the date hereof, 17,685,016 shares
       of common stock are deemed to be issued and outstanding in
       accordance with Rule 13d-3 adopted by the Securities and
       Exchange Commission under the Securities Exchange Act of 1934,
       as amended.  Percentage ownership is calculated separately for
       each person on the basis of the actual number of outstanding
       shares as of December 31, 1997 and assumes the exercise of
       stock purchase warrants held by such person (but not by anyone
       else) exercisable within sixty days. 
(2)    Includes 205,800 shares which may be acquired by Mr. Alexander
       pursuant to the exercise of stock purchase warrants
       exercisable within sixty days at the average exercise price of
       $1.61 per share.
(3)    Includes 847,193 shares held in the name of Robert W. and
       Geraldine McNamee and 358,633 shares which may be acquired by
       Mr. McNamee pursuant to the exercise of stock purchase
       warrants exercisable within sixty days at the average exercise
       price of $3.31 per share.
(4)    Includes 518,362 shares held in the name of Jerry L. and
       Barbara D. Phipps and 473,632 shares which may be acquired by
       Mr. Phipps pursuant to the exercise of stock purchase warrants
       exercisable within sixty days at the average exercise price of
       $2.91 per share.
(5)    Includes 407,000 shares which may be acquired by Dr.
       diBenedetto pursuant to the exercise of stock purchase
       warrants exercisable within sixty days at the average exercise
       price of $2.64 per share.
(6)    Includes 655,166 shares which may be acquired by Mr. Kiesel
       pursuant to the exercise of stock purchase warrants
       exercisable within sixty days at the average exercise price of
       $2.42 per share, of which 300,000 warrants are held in the
       name of Roy, Kiesel & Tucker and 10,000 warrants are held in
       the name of Nu Vue Corp.
(7)    Includes 349,600 shares held in the name of Diana B.
       Sutherland, wife of Edward P. Sutherland and 243,000 shares
       which may be acquired by Mr. Sutherland pursuant to the
       exercise of stock purchase warrants exercisable within sixty
       days at the average exercise price of $1.58 per share.
(8)    Includes 87,400 shares which may be acquired by Mr. Frey
       pursuant to the exercise of stock purchase warrants
       exercisable within sixty days at the average exercise price of
       $1.79 per share.
(9)    Includes 5,000 shares which may be acquired by Ms. Cooper
       pursuant to the exercise of stock purchase warrants
       exercisable within sixty days at the average exercise price of
       $4.25 per share.
(10)   Includes 44,982 shares which may be acquired by Dr. Andrus
       pursuant to the exercise of stock purchase warrants
       exercisable within sixty days at the average exercise price of
       $1.14 per share.
(11)   Includes 2,480,613 shares which may be acquired by the
       Company's officers and directors pursuant to the exercise of
       stock purchase warrants exercisable within sixty days at
       exercise prices ranging from $1.00 to $4.25 per share.

Item 12.    Certain Relationships and Related Transactions

  On August 6, 1992 the Company, a publicly traded entity known
as Whitewater Products, Ltd., entered into a certain Acquisition
Agreement and Plan of Reorganization (the "Agreement") with Medisys
Technologies, Inc., a privately held Louisiana corporation
("Medisys-Louisiana").  Prior to entering into the Agreement, the
Company was engaged in only minimal activities and Medisys-
Louisiana was engaged in the research and development of SofCeps. 
As per the terms of the Agreement, the Company acquired all the
issued and outstanding shares of common stock of Medisys-Louisiana
in exchange solely for 9,250,000 shares of the Company's authorized
but previously outstanding Common Stock, issued to the shareholders
of Medisys-Louisiana and their designees.  Medisys-Louisiana became
a wholly owned subsidiary of the Company and the Company changed
its corporate name to Medisys Technologies, Inc., under the laws of
the State of Utah.  For accounting purposes, the transaction has
been treated as a recapitalization of the Company, or reverse
acquisition, with Medisys-Louisiana deemed the acquirer. 

  The law firm of Roy, Kiesel & Tucker has been used for patent
work.  William David Kiesel is a partner of Roy, Kiesel & Tucker
and is the Corporate Secretary and a Director of the Company.  Mr.
Kiesel does not bill the Company for his time.  However, other
attorneys at his firm do bill the Company for their time and the
Company does reimburse Roy, Kiesel & Tucker for expenses incurred
on the behalf of the Company.

                                  PART IV

Item 13.    Exhibits, Financial Statement Schedules, and Reports on
            Form 8-K.

  (a)  Exhibits

      *2.1     Acquisition Agreement and Plan of Reorganization.
      *3.1(i)  Articles of Incorporation and all amendments
               thereto
      *3.2(ii) By-Laws of Registrant
      *4.1     Specimen of Common Stock Certificate
     *10.1     Lease Agreement on Registrant s principal place of
               business
     *10.2     Contract of Employment with Edward P. Sutherland
     *10.3     Contract of Employment with Kerry M. Frey
     *21.1     Subsidiaries
      27       Financial Data Schedule

                                           
 *   Previously filed as Exhibit to Form 10-SB. 


(b)       No reports on Form 8-K were filed during the three month
                    period ended December 31, 1997.

<PAGE>

                            SIGNATURES

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

                                                 MEDISYS TECHNOLOGIES, INC.
     


                                        BY: Edward P. Sutherland
                                                (Signature)
                                             EDWARD P. SUTHERLAND
                                        Chairman and Chief
                                        Executive Officer
                                        DATE:     January 8, 1999

     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.


                                        BY:  Edward P. Sutherland
                                                  (Signature)
                                             EDWARD P. SUTHERLAND
                                        Chairman, Chief Executive
                                        Officer and Director
                                        DATE:     January 8, 1999


                                        BY:  Gary E. Alexander
                                                  (Signature)
                                             Gary E. Alexander
                                        Vice President, Chief
                                        Technology Officer, 
                                        Treasurer and Director
                                        DATE:     January 8, 1999



                                        BY:  Kerry M. Frey
                                             (Signature)
                                             KERRY M. FREY
                                        President, Chief
                                        Operating Officer  and
                                        Director
                                        DATE:     January 8, 1999



                                        BY:  William David Kiesel
                                                  (Signature)
                                             WILLIAM DAVID KIESEL
                                        Corporate Secretary  and
                                        Director
                                        DATE:     January 8, 1999