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

                                FORM 10-KSB
(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, 1996

  [  ]    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.)

            9624 Brookline Avenue, Baton Rouge, Louisiana 70809
         (Address of principal executive officers)     (Zip Code)

Issuer s telephone number:  (504) 926-0422

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. 
$2,182
     
     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.  $17,444,840  
(Based on price of $2.00 per share on April 4, 1997)
     
     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 March 28, 1997
Common Stock, Par Value $0.0005         12,355,340 

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 . . . . . . . . . . . . . . . . .18
Item 4.  Submission of Matters to a Vote of Security Holders18
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 . . . .22
Item 8.  Changes in and Disagreements with Accountants on 
         Accounting and Financial Disclosure.               41
PART III
Item 9.  Directors and Executive Officers of the Registrant.41
Item 10.  Executive Compensation . . . . . . . . . . . . . .45
Item 11.  Security Ownership of Certain Beneficial Owners 
          and Management .                                  46
Item 12.  Certain Relationships and Related Transactions . .47
PART IV
Item 13.  Exhibits, Financial Statement Schedules, and 
          Reports on Form 8-K.                              48
Signatures.. . . . . . . . . . . . . . . . . . . . . . . . .49

<PAGE>
                                  PART I

Item 1.     Business

       Medisys Technologies, Inc. ( Medisys  or the  Company ) is a
development stage company with a focus on the delivery of
innovative, cost-effective products to the Women s Healthcare and
Medical Safety Device markets.  The Company is primarily addressing
the obstetrical market by developing a range of proprietary
products aimed at enhancing safety and reducing the cost associated
with the birthing process.

       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.

  Prior to the acquisition, there was no affiliation between
 Whitewater  and the Louisiana Company, Medisys.  The president of
 Whitewater  was H. DeWorth Williams and the Secretary was Janis
Patterson, both residents of the State of Utah.  The principal
shareholders of  Whitewater  were Mr. Williams, John and Jona
Price, residents of Hawaii.

  During 1996 the Company spent $496,446 and in 1995 the
Company spent $255,486 on product research and development costs. 

Primary Products:

WOMEN S HEALTHCARE - 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.  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 are planned in the Phase Two
  program for the fourth quarter of 1997 and the first quarter of
  1998.  Internationally, clinical sites at the Perinatal Institute
  in Bern, Switzerland, the Hospital Central in Mexico, and the
  Kenyaatla National Hospital in Kenya have been selected for
  consideration of live birth testing. This testing has not commenced
  at present and is anticipated to begin in the fourth quarter of
  1997, first in Mexico and later in Switzerland and/or Kenya.  In
  the United States, a letter of intent has been signed with
  physicians at the University of Maryland to begin live birth
  testing.
  
  MEDICAL SAFETY DEVICES - 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 to 700 dollars.  While the
  incidence of AIDS contracted through accidental needle sticks is
  low (less than 50 cases reported in the U.S. today) 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 10% 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 but has elected not to
  engage in active negotiation of any licensing agreement until FDA
  filings are underway.
     
     On March 31, 1997 the Company submitted a 510(K) Exemption
  from Pre-Market approval for CoverTip  to the Food and Drug
  Administration (FDA). 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 third quarter of
  1997.  
  
  Other Opportunity 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
     
     VETCEPSTM 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
  VETCEPSTM. 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 has been redesigned and is available in three different
  sizes more closely accommodated the majority of newborn calves. 
  The device was reintroduced to the veterinary market in January
  1997.
     
  DISKLIPTM
  
     DISKLIPTM ("DISKLIP") is a device 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 are currently being proven by
  field testing.  This field testing consisted of actual patient use
  at several hospitals in Mexico 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 VetCepsTM, 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 dedicated brokers.  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 50 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 -$700 .
   
     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 American Home
  Products 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
  31, 1997 the Company submitted a 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 $0.08 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
  already is the owner of seven U.S. patents (U.S. Patent 5,122,148,
  U.S. Patent 5,217,467, U.S. Patent 5,318,573, U.S. Patent
  5,460,611, U.S. Patent 5,496,283,  U.S. Patent 5,573,539, and U.S.
  Patent 5,593,413) for the Company's SOFCEPS , COVERTIP , VETCEPTM
  and DISKLIP  devices.  In addition, a new U.S. patent application
  has been filed covering the latest generation of the SOFCEPS .  The
  Company has also pursued its foreign patent applications relating
  to SOFCEPS  in twenty countries and has obtained Australian Patent
  669116.  The Company also has pending a U.S. patent applications
  covering VETCEPSTM, the veterinarian version of SOFCEPS , which is
  approved but not yet issued, and a U.S. patent application relating
  to the DISKLIPTM I.V. tubing retainer, the first of which has been
  approved.
  
     The Company has filed six U.S. trademark applications
  preserving its right to use the trademarks "SofCepsTM", "VetCeps ",
  the "Medisys " logo, "DisKlipTM", SofDerm  , and "CoverTipTM" 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 four 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 VetCepsTM 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 two primary products of the Company are SofCepsTM birth
  assistance device and CoverTipTM Safety Syringe.  Both are subject
  to market introduction regulation by the Food and Drug
  Administration (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 SofCepsTM 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 approval.  On March 31, 1997 the Company
  submitted a 510(K) Exemption from Pre-Market approval  to 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, 1997 the Company employed 8 full-time
  individuals, consisting of 3 executive officers and 5 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;  Paul R. Radle, Jr., a CPA and Director,
  Treasurer, and CFO of the Company;  Clayton Simpson, a CPA and
  Controller of the Company;  Joel Faden, a FDA consultant; and
  Coastline Financial Corporation, financial consultants.  Mr. Kiesel
  is reimbursed for patent costs and expenses only.  Prior to 1996,
  Mr. Radle received restricted shares of the Company s common stock
  as reimbursement for his services.  After January 1, 1996, Mr.
  Radle has been compensated on an hourly basis.  Mr. Simpson has
  been compensated on an hourly basis.  Mr. Faden will be compensated
  on an hourly basis as services are needed.  
  
     Coastline Financial was contracted with to provide financial
  consulting services to the Company.  It was felt by management that
  through their existing contacts and through contacts that they
  would be able to make that the Company would be better able to find
  the financing it needed to continue the development of its products
  and continue the operations of the Company.  The shares issued and
  to be issued to Coastline come from stock held by the founders of
  the Company.  The formula for determining the number of shares to
  be issued to Coastline was developed through negotiations with the
  parties involved.  In addition Coastline receives a fee of $1,000
  per month.
  
  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 and administrative activities.  Additionally, the Company
  leases 450 square feet of office space in Far Hills, New Jersey at
  a cost of $1,000 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 Hayes Medical, Inc. and GVO,
  Inc. for engineering, design specification, prototype
  manufacturing, cost projections and schedules.  This association
  will also aid the Company with the FDA s 510(K) approvals as well
  as SofCeps  prototype development and testing.
     
     The Company also presently contracts for laboratory facilities
  with TechniMark, Inc. in Clearwater, Florida to assemble its
  handmade clinical devices of SOFCEPS  as well as the production of
  VETCEPSTM. 
  
  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 ending December 31, 1996.
<PAGE>
                                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 1995 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
   1995           
        First Quarter       1.75           1.00
        Second Quarter      2.75           1.00
        Third Quarter       2.00           0.75
        Fourth Quarter      3.12           1.00
   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
  
   As of December 31, 1996 there were approximately 450 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 ending December 31, 1996 increased
  28.89% to $1,498,725 when compared to the corresponding 1995
  period. These results continue to be primarily attributable to the
  Company s increased effort in the development of its products.
  
     Operating expenses for the year ending December 31, 1996
  increased 26.47%  when compared to the corresponding 1995 period,
  primarily attributed to increases in the following items: product
  development (94.31% increase for the year ending December 31,
  1996); salaries (39.85% increase for the year ending December 31,
  1996) due to the addition of a Vice President and Chief Operating
  Officer and annual salary increases; depreciation and amortization
  (29.27% for the year ending December 31, 1996) due to the addition
  of computer and office equipment;  general and administrative
  expenses (22.31% for the year ending December 31, 1996) due to
  increases in contract labor, travel expenses, and expenses related
  to the addition of an office in Far Hills, New Jersey.  Interest
  expense decreased 14.35% for the year ending December 31, 1996. 
  Professional services decreased 25.58%. This decrease was primarily
  due to the addition of the Company s Chief Operating Officer to the
  Company s staff.  This individual was formerly a consultant to the
  Company and became an employee on January 1, 1996.
  
  Product Development
  
     Product Development  costs increased 94.31% to $496,446 for
  the year ending December 31, 1996 primarily due to the increased
  effort in the development of SofCeps  and CoverTip , the Company s
  flagship products.
  
     Prior to 1996, work on products under development was
  performed in-house, with the exception of prototype work performed
  by TechniMark, Inc. in Clearwater, Florida.  In January, 1996 the
  Company contracted with Hayes Medical, Inc., a contract medical
  engineering firm out of Sacramento CA, to assist in the development
  of several prototype application systems for SofCeps, the Company s
  birth assistance device.  Additionally, two dimensional and three
  dimensional models were developed to test the effectiveness of the
  SofCeps device.  The Company also entered into a technology
  transfer agreement with A&P Technology to assist in the development
  of various braid configurations for the SofCeps  bonnet .  Product
  Development will continue on SofCeps during 1997. The Company has
  contracted with GVO, Inc. to move into the next phase of prototype
  development of SofCeps with the goal of live birth testing of the
  device in late 1997 or early 1998.
  
     Hayes Medical, Inc. also assisted the Company in development
  work performed on CoverTip, a safety syringe under development. 
  Work performed in 1996 primarily centered around prototype
  development and testing.  The Company submitted an application for
  510(K) Exemption from Pre Market Approval with the Food and Drug
  Administration on March 31, 1997.
  
  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, 1996 was $198,112 as compared to a
  working capital deficit of $470,270 as of December 31, 1995.  The
  improvement in working capital over 1995 is primarily attributable
  to an increase in the Company s cash balances of $587,455 due to
  the private placement of the Company s common stock and a decrease
  of $162,595 in the current portion of notes payable.
  
     The Company completed the most recent private placement of its
  common stock on December 17, 1996 having raised $2,013,500. 
  Expenses related to the private placement totaled $85,420.  The
  Company issued 1,342,331 shares of common stock pursuant to the
  private placement at a price of $1.50 per share.  The Company also
  issued one stock purchase warrant for each share of common stock
  issued.  The warrants constitute an option to buy, at a price of
  $1.50 per share, unregistered shares of common stock for a period
  of four years from date of issue of the common stock acquired
  through the private placement.  The issuance price of the common
  stock for the private placement was determined by the Company s
  Board of Directors. The Board took into consideration such things
  as the current market price for its trading common stock at the
  time the Private Placement was offered, shareholder dilution, and
  the Company s current stage of development.
  
     Net cash used by operations for year ending December 31, 1996
  was $1,223,232 compared to net cash used of $728,626 for the
  comparable 1995 period, primarily attributed to the increase in the
  net loss from operations during 1996 period.  Net cash from
  financing activities for the year ending December 31, 1996 was
  $1,927,560 compared to $853,420 for the comparable 1995 period,
  primarily due to the sale of common stock.
  
     The Company is currently in default on three notes payable to
  various individuals totaling $45,381.  One of the three notes had
  called for monthly payments of $500 with the balance being payable
  on March 1, 1996.  The Company continues to make the monthly 
  payment of $500.  None of the three note holders have demanded
  repayment and the Company continues to accrue interest on all
  outstanding notes payable
  
     As of December 31, 1996 the Company had total assets of
  $1,051,500 and stockholders  equity of $558,106.  In comparison, as
  of December 31, 1995 the Company had total assets of $406,531 and
  total stockholders  deficiency of $191,384.  The 158.65% increase
  in total assets for the year ending December 31, 1996 is primarily
  due to cash realized from the Company s financing activities.
  
     Management believes that the Company has sufficient capital
  resources to fund anticipated operations until some time in the
  early third quarter of 1997.  Management estimates that its current
  level of operations require approximately $125,000 per month in
  cash based upon average monthly cash flows during the fourth
  quarter of 1996.  Unless the Company is able to substantially
  increase current sales of its products during early 1997 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.
  
  Item 7. Financial Statements and Supplementary Data
  
     The Company s Consolidated Balance Sheet as of December 31,
  1996 and the related Consolidated Statements of Operations,
  Stockholders  Equity, and Cash Flows for the years ended December
  31, 1996, and 1995, and from inception on January 21, 1991 through
  December 31, 1996 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)
  Baton Rouge, Louisiana
  
  We have audited the accompanying consolidated balance sheet of
  Medisys Technologies, Inc. and Subsidiary (development stage
  companies) as of December 31, 1996, and the related consolidated
  statements of operations, stockholders' equity, and cash flows for
  the years ended December 31, 1996, and 1995 and from inception on
  January 21, 1991 through December 31, 1996.  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, 1996, and the results of their
  operations and their cash flows for the years ended December 31,
  1996, and 1995 and from inception on January 21, 1991 through
  December 31, 1996 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 10 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 10.  The consolidated financial statements
  do not include any adjustments that might result from the outcome
  of this uncertainty.
  
  
  
  Jones, Jensen & Company 
    February 26, 1997

<PAGE>
               MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                     (Development Stage Companies)
                      Consolidated Balance Sheet
  
  
                                ASSETS
  
                                                  December 31,      
                                                   1996        
  CURRENT ASSETS
   
    Cash                                          $    669,604 
    Inventory                                            8,571 
    Prepaid expenses                                     6,997 
  
        Total Current Assets                           685,172 
  
  FIXED ASSETS
  
    Leasehold improvements                               2,195 
    Automobiles                                         67,950 
    Furniture and equipment                             66,092 
    Leased equipment                                    10,010 
    Accumulated depreciation                           (79,934)
  
        Total Fixed Assets                              66,313 
  
  OTHER ASSETS
  
    Security deposits                                    4,000 
    Patent and trademark costs, net (Note 1)           295,704    
    Organizational costs (Note 1)                          311 
  
        Total Other Assets                             300,015 
  
        TOTAL ASSETS                              $  1,051,500 
  
  <PAGE>
              MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY 
                     (Development Stage Companies)
                Consolidated Balance Sheet (Continued)
  
  
                 LIABILITIES AND STOCKHOLDERS' EQUITY
  
                                                  December 31,      
                                                   1996        
  
  CURRENT LIABILITIES
  
    Accounts payable                              $    276,014 
    Accrued expenses (Note 3)                          105,441 
    Payable-stockholders (Note 2)                       45,981 
    Contracts payable - current portion (Note 4)        14,243     
    Notes payable (Note 5)                              45,381 
  
        Total Current Liabilities                      487,060 
  
  LONG-TERM DEBT
    
    Contracts payable  - less current portion (Note 4)   6,334  
    
        Total Long-Term Debt                             6,334 
  
        TOTAL LIABILITIES                              493,394 
  
  COMMITMENTS AND CONTINGENCIES (Note 6)
  
  STOCKHOLDERS' EQUITY (Notes 7 and 8)
  
    Common stock: 100,000,000 shares 
     authorized of $0.0005 par value, 
     12,337,940 shares issued  and outstanding           6,167     
    Additional paid-in capital                       5,429,958 
    Stock subscriptions receivable (Note 7)           (175,000)
    Deficit accumulated during the development stage(4,703,019)
  
        Total Stockholders' Equity                     558,106 
  
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $1,051,500     

<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,
                                         1996       1995             1996

REVENUES                             $  2,182  $   2,802         $   4,984 
  
OPERATING EXPENSES

  Cost of product sold                  1,267        574             1,841 
  Product research and development    496,446    255,486         1,684,588
  Professional services               272,161    365,727           748,470 
  Salaries                            290,857    207,980         1,038,906 
  Depreciation and amortization        25,548     19,763           100,079     
  General and administrative          348,186    284,671         1,003,240     

     Total Operating Expenses       1,434,465  1,134,201         4,577,124     

     OPERATING LOSS                (1,432,283)(1,131,399)       (4,572,140)

OTHER INCOME (EXPENSES)

  Interest income                      13,194       -              13,194 
  Interest expense                    (26,566)   (31,016)         (90,646)
  Bad debt expense                    (53,070)      (357)         (53,427)

     Total Other Income (Expenses)    (66,442)   (31,373)        (130,879)

LOSS BEFORE INCOME TAXES           (1,498,725)(1,162,772)      (4,703,019)

INCOME TAXES                             -          -                -      

NET LOSS                          $(1,498,725)$(1,162,772)   $ (4,703,019)


NET LOSS PER SHARE OF COMMON STOCK$  (0.13 )  $   (0.10)

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


                                                                   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 acquisition1,768,500         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 (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 (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 Cash Flows

                                                                       From
                                                                   Inception on
                                                                     January 21,
                                               For the Years Ended  1991 through
                                                    December 31,    December 31,
                                              1996          1995        1996 
CASH FLOWS FROM OPERATING ACTIVITIES

 Loss from operations                     $(1,498,725) $(1,162,772) $(4,703,019)
 Adjustments to reconcile net income to net 
  cash provided (used) by operating activities:
   Operating expenses paid by issuance of 
    common stock                              124,704      183,867      308,571 
   Common stock options and warrants 
    for services                               33,454      177,800      211,254 
   Depreciation and amortization               25,548       19,763      101,474 
   Allowance for doubtful accounts             53,070         -          53,070 
 Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable     870         (513)        - 
   (Increase) decrease in inventory            (4,145)      (4,426)      (8,571)
   (Increase) decrease in prepaid expenses      7,976        4,485       (6,997)
   (Increase) decrease in loans 
    receivable - stockholders                   5,007       (2,507)        - 
   (Increase) decrease in security deposits      (859)          10       (4,000)
   (Increase) decrease in organizational costs   -            -            (311)
   Increase (decrease) in accounts payable    137,033       48,883      276,014
   Increase (decrease) in accrued expenses   (107,165)       6,784      105,441
   
       Net Cash (Used) by Operating 
         Activities                        (1,223,232)    (728,626)  (3,667,074)

CASH FLOWS FROM INVESTING ACTIVITIES
    
 Increase in patent costs                     (91,053)     (64,778)    (297,098)
 Acquisition of subsidiary                       -            -         (40,673)
 Purchase of fixed assets                     (25,820)     (17,606)     (83,847)

    Net Cash (Used) by Investing Activities $(116,873)   $ (82,384)  $ (421,618)

<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,
                                          1996          1995          1996 
CASH FLOWS FROM FINANCING ACTIVITIES

   Payments of stock offering costs     $ (60,100)   $  (25,319)   $  (90,389)
   Proceeds from capital lease               -             -           10,010 
   Payments on capital lease               (1,444)       (2,178)      (10,010)
   Payments on contracts payable          (13,132)      (10,574)      (41,823)
   Borrowings from stockholders            42,782         3,199       490,470 
   Borrowings from notes payable             -           10,000       338,500 
   Payment on loans payable - stockholders   -             -          (20,984)
   Payment on notes payable              (106,596)      (30,524)     (137,119)
   Stock subscriptions receivable            -            9,984       (53,427)
   Issuance of common stock             2,013,500       644,832     3,966,518
   Proceeds from sale of  stock options      -          254,000       254,000
   Proceeds from exercise of common
    stock options                          52,550          -           52,550

      Net Cash Provided by Financing 
        Activities                      1,927,560       853,420     4,758,296 

 NET INCREASE (DECREASE) CASH AND 
  CASH EQUIVALENTS                        587,455        42,410       669,604 

 CASH AND CASH EQUIVALENTS AT 
  BEGINNING OF PERIOD                      82,149        39,739          -      

 CASH AND CASH EQUIVALENTS AT END 
  OF PERIOD                              $669,604     $  82,149     $ 669,604 

 SUPPLEMENTAL DISCLOSURES OF CASH 
  FLOW INFORMATION

     CASH PAID FOR

      Income taxes                       $   -        $    -        $    -      
      Interest                           $  9,932     $  15,285     $  43,180 

 NON CASH FINANCING ACTIVITIES
     Purchase of automobiles on contract $   -        $    -        $  62,400
     Conversion of stockholder loans to 
       equity                            $ 56,000     $ 111,699     $ 599,294 
     Stock issued in payment of operating
       expenses                         $ 124,704     $ 183,867     $ 308,571  

<PAGE>
                  MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                        (Development Stage Companies)
                Notes to the Consolidated Financial Statements
                          December 31, 1996 and 1995


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, 1996, 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, 1996 and 1995

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, 1996 and 1995 due to accumulated operating losses.  The
        minimum state franchise tax has been accrued.

        The Company has accumulated approximately $4,692,943 of net
        operating losses as of December 31, 1996, 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        

                                               $4,692,943 

        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, 1996 and 1995

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 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.

        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.  The Company also has $633,694 in a
        money market fund with a brokerage house.

        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, 1996 and 1995


NOTE 2 - PAYABLE - STOCKHOLDERS

        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,
        1996, there was a balance outstanding payable to stockholders
        totaling $45,981.

NOTE 3 - ACCRUED EXPENSES

        Accrued expenses at December 31, 1996 consist of the following:
                                                       
             Payroll taxes payable                     $   1,318 
             Accrued salaries and directors fees          85,851 
             Accrued interest payable                      4,636 
             Contract labor payable                       13,636 

                                                       $ 105,441 

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

NOTE 4 - CONTRACTS PAYABLE

        The Company has entered into purchase contracts for three
        automobiles as follows:

        Bank One, with total monthly payments of principal 
         and interest of $1,275, for 60 months, secured by the
         automobiles.                                  $  20,577 

        The maturities of contracts payable are as follows:

             1997                                      $  14,243
             1998                                          6,334
             Thereafter                                   -      

                                                       $  20,577 

<PAGE>
                  MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                        (Development Stage Companies)
                Notes to the Consolidated Financial Statements
                          December 31, 1996 and 1995

NOTE 5 -     NOTES PAYABLE

        Notes payable consisted of the following:
                                                                 December 31,
                                                                   1996        
        Note payable to Richard L. Apel, unsecured, dated 
         November 2, 1993 at 8%; principal and interest 
        due on August 18, 1994.                                  $    12,500 

        Note payable to Cynthia F. Vatz, unsecured, dated October 
         19, 1993 at 8%; principal and interest due on 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 due on March 1, 1996.                               20,381 
              Total                                                   45,381 

              Less current portion                                   (45,381)

              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.

NOTE 6 -      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, 1996.  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 expire
        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, 1996 and 1995


NOTE 6 - 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 has a term of ten
        months through July 31, 1997.

NOTE 7 - 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, 1996 and 1995


NOTE 7 - 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 8).  $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 8 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.

        The Company 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.

<PAGE>
                  MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                        (Development Stage Companies)
                Notes to the Consolidated Financial Statements
                          December 31, 1996 and 1995

NOTE 8 - COMMON STOCK WARRANTS

        As of December 31, 1996, the Company had outstanding warrants
        for the issuance of common stock as follows:

       Number of   Date      Expiration     Exercise              Potential
       Shares      Issued      Date          Price                Proceeds  
       777,750     1994        1997       $1.5625 - $2.50         $1,345,625
       591,000     1995       1998-2005   $1.125 - $2.625          1,124,250 
       2,553,330   1996       1999-201    $1.00 - $4.25            6,600,388

                                                                  $9,070,263 

       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 1996, 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.

<PAGE>
                  MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARY
                        (Development Stage Companies)
                Notes to the Consolidated Financial Statements
                          December 31, 1996 and 1995


NOTE 8 - 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 9 - 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 10 - 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.

<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       50             President, Chief Executive
                                          Officer and Director
Gary E. Alexander          52             Vice President, Chief
                                          Technology Officer and Director
Kerry M. Frey              51             Vice President, Chief Operating
                                          Officer and Director
Paul R. Radle, Jr.         42             Vice President, Chief Financial
                                          Officer, Treasurer and Director
William D. Kiesel          52             Corporate Secretary and
                                          Director
Wade Fallin                34             Chief Engineering Consultant
                                          and Director
Dr. Timothy Andrus         47             Director
Jane Cooper                42             Director
Dr. Robert L. diBenedetto  69             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 President/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.
  
  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.
  
  KERRY M. FREY, Vice 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.
  
  PAUL R. RADLE, JR. is the Company s Vice President, Chief Financial
Officer and Treasurer.  Mr. Radle became an Officer and a Director of
the Company in May 1995.  Mr. Radle received from the University of New
Orleans a B.S. Degree in Accounting in 1978 and was licensed to practice
as a Certified Public Accountant in the State of Louisiana in 1983. 
From 1974 to 1981, was employed by CNG Producing Company serving in
various accounting functions.  From 1982 to 1997, Mr. Radle has served
as Vice President, Finance for Arrowhead Exploration Company, an
independent oil and gas exploration and production company.  Mr. Radle s
background includes strategic planning, financial reporting, taxation,
MIS, and corporate administration.  He is experienced in negotiating
contracts and agreements, performing business valuations and economic
analysis of business opportunities and investments.  Mr. Radle is a
member of the Louisiana Society of CPA's, the American Institute of
CPA's, the Independent Petroleum Association of American Tax Committee,
and is a board member of the General Health System Foundation and the
Louisiana State University School of Social Work.

  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.
  
  WADE FALLIN  is a Director of the company and serves a Chief
Engineering Consultant.  Mr. Fallin became a Director in October 1996. 
Mr. Fallin is the Executive Vice President at Medicine Lodge, Inc., a
Utah based medical device company.  Mr. Fallin provides Medisys with
extensive experience in medical device research, development, regulatory
affairs, manufacturing and broad based knowledge of the health care
industry.  Previously a Vice President of Biomedical Consulting services
at Hayes Medical, Mr. Fallin has also been Director of Product
Development at Smith & Nephew and a Senior Development Engineer at
Bristol-Meyers Squibb.  Mr. Fallin is an inventor on seven U.S. patents
and has several more pending.  In addition, Mr. Fallin actively consults
within the medical device industry as an expert in the development and
market introduction of medical devices.
  
  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.  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

  The Company became a public reporting entity on November 26, 1996. 
As such, each Officer and Director of the Company was required to submit
a Form 3, Initial Statement of Beneficial Ownership of Securities, to
the SEC within 10 days.  Each Officer and Director was additionally
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 were not filed on a timely basis.  The required reports
were submitted to the SEC in March 1997 for every Officer and Director.

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, 1994,  1995, and 1996 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.

                       Summary Compensation Table
Name and Principal                                      Other     All Other
Position                 Year      Salary      Bonus     Annual  Compensation(1)
                                                      Compensation

Edward P. Sutherland,       1994   $52,500     $ -0- $     -0-$    2,000
President and CEO           1995   118,156       -0-       -0-       -0-
                            1996   150,000       -0-       -0-    33,915
                                                              
Gary Alexander,             1994    49,958       -0-       -0-     2,000
Vice President and Chief    1995   116,526       -0-       -0-       -0-
Technology Officer          1996   108,000       -0-       -0-    34,257
                                                    
Kerry M. Frey               1994     -0-         -0-       -0-       -0-
Vice President and          1995     -0-         -0-       -0-    53,000
Chief Operating Officer     1996   144,000       -0-       -0-    45,553

(1)    1996 Other Compensation includes amounts paid in 1996 that relate
to deferred salary accruals from prior years as follows:  $33,915 for
Mr. Sutherland;  $34,257 for Mr. Alexander;  and $24,667 for Mr. Frey. 
As of December 31, 1996 the Company has accrued salaries and directors
fees of $85,851 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 expire
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.

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, 1996, 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 Exercise Price
                                                       Owned
Gary E. Alexander *
9624 Brookline Avenue
Baton Rouge, LA 70809
                          1,275,8 93(2)     10.2%     167,000      1.59
Robert McNamee
1398 Oakley Drive
Baton Rouge, LA 70806
                           1,205,826(3)      9.5%     358,633      3.31
Jerry Phipps
7530 Old Sturbridge Ln.
Baton Rouge, LA 70806
                           1,215,826(4)      9.5%     473,632      2.91
Robert L. diBenedetto *
781 Colonial Drive
Baton Rouge, La 70806
                             930,480(5)      7.3%     377,000      2.75
William D. Kiesel *
2355 Drusilla Lane
Baton Rouge, LA 70809 
                           1,201,813(6)      9.3%     565,166      2.61
Edward P. Sutherland *
9624 Brookline Avenue
Baton Rouge, LA 70809
                             877,900(7)      7.0%     173,000      1.58
Kerry Frey *
9624 Brookline Avenue
Baton Rouge, LA 70809
                             522,500(8)      4.2%      19,000      2.47
Paul R. Radle, Jr. *
9624 Brookline Avenue
Baton Rouge, LA 70809
                             160,000(9)      1.3%      57,000      1.81
Jane Cooper *
9624 Brookline Avenue
Baton Rouge, LA 70809
                              7,600(10)      .06%       5,000      4.25
Timothy Andrus *
9624 Brookline Avenue
Baton Rouge, LA 70809
                              1,500         .01%           0       N/A
Wade Fallin *
9624 Brookline Avenue
Baton Rouge, LA 70809
                              1,000         .01%           0       N/A
Directors and officers
as a group (9 persons)    7,400,338(11)    50.9%     2,195,431     2.64
                                                              
*  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 March 28, 1997, there were 12,355,340 shares of common stock
       outstanding, which figure does not take into consideration stock
       purchase warrants owned by certain officers, directors  and
       principal shareholders, entitling the holders to purchase an
       aggregate of 2,195,431 shares of common stock and which are
       currently exercisable.  Therefore, for purposes of the table above,
       as of the date hereof, 14,550,771 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 April 11, 1997 and assumes the
       exercise of stock purchase warrants held by such person (but not by
       anyone else) exercisable within sixty days. 
(2)    Includes 167,000 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 $1.59 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 377,000 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 $2.75 per share.
(6)    Includes 565,166 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 $2.61 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 350,000 shares held in the name of Diana B. Sutherland,
       wife of Edward P. Sutherland and 173,000 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 19,000 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 $2.47 per share.
(9)    Includes 57,000 shares which may be acquired by Mr. Radle pursuant
       to the exercise of stock purchase warrants exercisable within sixty
       days at the average exercise price of $1.81 per share.
(10)   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.
(11)    Includes 2,195,431 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 $1.57 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, 1996.

<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
                                        President and Chief Executive
                                        Officer
                                        DATE:     April 15,1997

     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
                                        President, Chief Executive
                                        Officer and Director
                                        DATE:     April 15,1997


                                        BY:  Gary E. Alexander
                                                  (Signature)    
                                             Gary E. Alexander
                                        Vice President, Chief
                                        Technology Officer and
                                        Director
                                        DATE:     April 15,1997



                                        BY:  Kerry M. Frey
                                             (Signature)
                                             KERRY M. FREY
                                        Vice President, Chief
                                        Operating Officer  and
                                        Director
                                        DATE:     April 15,1997



                                        BY:  Paul R. Radle, Jr.
                                             (Signature)
                                             PAUL R. RADLE, JR.
                                        Vice President, Chief
                                        Financial Officer, Treasurer 
                                        and Director
                                        DATE:     April 15,1997  
               


                                        BY:  William David Kiesel
                                                  (Signature)
                                             WILLIAM DAVID KIESEL
                                        Corporate Secretary  and
                                        Director
                                        DATE:     April 15,1997<PAGE>