SecProbe.io

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Mail Stop 6010

Via Facsimile and U.S. Mail

July 6, 2005

Mr. Anthony Rubino
Chief Financial Officer
US Medsys Corp.
411 Route 17 South
Hasbrouck, New Jersey 07604

      Re:	US Medsys Corp.
		Form 10-KSB for the fiscal year ended June 30, 2004
		Form 10-QSB for the fiscal quarter ended March 31, 2005
		File No. 000-27513

Dear Mr. Rubino:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures. Where indicated, we think you should revise
your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we ask you to provide us
with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the fiscal year ended June 30, 2004

Notes to Consolidated Financial Statements

Note 1.  Summary of Significant Accounting Policies,

Principles of Consolidation, page F-6

1. You disclose PMC/Foot Care Network LLC as a fifty-one percent
owned subsidiary.  Please tell us how you accounted for and
reported
the minority interest of this entity in your consolidated
financial
statements.

Revenue Recognition, page F-6

2. You disclose revenue from test site users of your medical
equipment is recognized on a "shared-revenue basis."  Please
explain
to us the meaning of a "shared-revenue basis" to clarify how you
generate revenue and reconcile your revenue recognition policy to
relevant accounting literature.  Tell us how you can reasonably
estimate amounts for disallowed insurance carrier billings
considering revenues commenced in the fourth quarter of fiscal
2004.

Form 10-QSB for the fiscal quarter ended March 31, 2005

Consolidated Statements of Operations, page F-3

3. Please tell us the nature of the discounts included in cost of
goods sold and why you believe these amounts should be classified
as
a cost of goods sold.

4. Please explain to us why you have presented a provision for
excess
or obsolete inventory as an impairment in general and
administrative
expense and not in cost of goods sold.

Notes to Unaudited Financial Statements

Note 2 - Stockholders` Equity, page F-5

5. Please tell us and disclose the terms of the conversion feature
of
the Series A preferred stock.  Tell us how you accounted for the
common stock purchase warrants issued to investors.

Note 3 - Investment in GMD, LLC, page F-5

6. You disclose having a 75% ownership position in GMD, LLC.
Please
tell us how you accounted for your investment in this entity and
how
you reported the minority interest in your consolidated financial
statements.

Note 4 - Investment in NEODS, page F-5

7. You disclose as having acquired a 75% ownership position in
NEODS.
Please tell us the following:

* Clarify how you accounted for your investment in this entity and
reported the minority interest in your consolidated financial
statements.

* You refer to "impairment regulations stipulated in SFAS # 123."
Please cite the specific paragraph of SFAS 123, or other
authoritative literature, supporting your accounting and reporting
for this impairment.

Note 5 - Revolving Credit Facilities, page F-6

8. Please disclose the fair value of the common stock issued to
the
lenders as a commitment to provide the credit facility.  Disclose,
and tell us, your basis for amortizing the cost of the shares over
a
ninety day period.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 1

9. You disclose in the second paragraph that the financial
information furnished has been reviewed by an independent
accountant.
Please amend your filings to include a report of the accountant on
the review, as required by Rule 310(b) of Regulation S-B.

Critical Accounting Policies, Inventories, net, page 1

10. Please tell us specific authoritative guidance supporting your
accounting of inventories, wherein upon placing your systems into
field locations, you then transfer "inventory" to "property and
equipment" and then amortize over two to five years.

Results of Operations, page 3

11. Your reported cost of goods sold for the nine months ended
March
31, 2005 is the same as that reported for the three months then
ended; this does not appear to be consistent with the different
amounts of revenue for the relevant periods.  Please tell us why
cost
of goods sold is the same for both periods.

Liquidity and Capital Resources, page 4

12. You assert your operating cash flow together with your current
cash reserves will be sufficient to fund your business plan and
projected capital requirements through at least November, 2005,"
or
approximately eight months of operations from March 31, 2005.
Your
cash on hand of approximately $1.5 million does not appear to be
sufficient for your ongoing business operations based on the net
cash
used in operations of  approximately $3.2 million for previous
nine
months and your disclosure that you are not currently seeking to
raise capital through public or private equity or debt financing.
We believe your existing discussion appears to simply recite the
items already disclosed on your Consolidated Statement of Cash
Flows
and is not commensurate with a robust discussion of your
liquidity.
Consistent with Section IV of SEC Release No. FR-72,  please
revise
your discussion to provide meaningful insight into your cash
requirements as well as your sources and uses of cash and other
material factors necessary to an understanding of your cash flows
and
the indicative value of historical cash flows. Where there has
been
material variability in historical cash flows, focus on the
underlying reasons for the changes, as well as on the reasonably
likely impact on future cash flows and cash management decisions.
Include a discussion and analysis of known trends and
uncertainties.

Off-Balance Sheet Arrangements, page 5

13. You disclose you have a fifty-one percent interest in PMC/
Ocular
Network LLC.  Please tell us how you accounted for your investment
in
this entity and how you reported the minority interest in your
consolidated financial statements.

*    *    *    *

      	Please amend your Form 10-QSB for the fiscal quarter
ended
March 31, 2005 and respond to these comments within 10 business
days
or tell us when you will provide us with a response.  Your letter
should key your responses to our comments.  Detailed letters
greatly
facilitate our review.  Please file your letter on EDGAR under the
form type label CORRESP.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filings.

      You may contact Jason Lawson, Staff Accountant, at (202)
551-
3166 or Donald Abbott, Senior Staff Accountant, at (202) 551-3608
if
you have questions regarding the comments. Please contact me at
(202)
551-3679 with any other questions.

								Sincerely,

								Jim B. Rosenberg
						Senior Assistant Chief
						Accountant
Mr. Anthony Rubino
US Medsys Corp.
July 6, 2005
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