SecProbe.io

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Mail Stop 6010
Via Facsimile and U.S. Mail

September 21, 2005

Mr. Anthony R. Rubio
Chief Financial Officer and
Acting Chief Executive Officer
U.S. Medsys Corp.
411 Route 17 South
Hasbrouck Heights, 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 response dated September 2, 2005 to
our
comment letter dated July 6, 2005 and have the following comments.
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.

	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. In your response to prior comment one you stated that the
minority
owner has no contributed capital in the subsidiary PMC/Foot Care
Network LLC.  Please explain to us how the minority owner obtained
a
49% ownership interest in this entity with no contributed capital.
This comment also applies to your responses to prior comments six
and
seven concerning the minority interest in GMD, LLC and NEODS.

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

Notes to Unaudited Financial Statements

Note 2 - Stockholders` Equity, page F-5

2. Please refer to your response to prior comment five.  It
appears
that the Series A Convertible Preferred Stock contain a beneficial
conversion feature.  Please tell us your consideration of the
guidance in EITF 98-5 to recognize a beneficial conversion
feature.
Further we note the fair value of the warrants is presented as an
operating activity in your Statement of Cash Flows.  Please revise
your statement of cash flows to disclose the fair value of
warrants
as a non-cash financing activity as noted in paragraph 32 of SFAS
95
or explain to us the basis for your presentation.

Note 4 - Investment in NEODS, page F-5

3. We are considering your response to prior comment seven.
Please
explain to us why your investment in NEODS was impaired under SFAS
144 rather than  eliminated in consolidation.  In your response
please provide us the journal entries to record your investment in
NEODS and subsequent impairment.

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

4. It appears from your response to prior comment nine that you
will
amend your filing to remove the disclosure that the financial
information furnished was reviewed by your independent accountant.
If you are removing this disclosure from your Form 10-QSB because
the
financial statements included in your Form 10-QSB were not
reviewed
by your independent accountant, please prominently disclose in the
Financial Statements and MD&A of your amended Form 10-QSB that a
review by your independent accountants in accordance with
professional standards of your interim financial statements has
not
been performed.

Results of Operations, page 3

5. Based on your response to prior comment 11 it appears that the
depreciation expense for the scanners rented to third parties
should
be reflected as a cost of goods in fiscal 2005.  Please revise
your
Statement of Operations to include depreciation of rented
equipment
in cost of goods or parenthetically disclose the amount of
depreciation excluded from cost of goods using the guidance in SAB
Topic 11:B.

Liquidity and Capital Resources, page 4
6. Your response to prior comment 12 did not address the second
part
of our comment.  As previously requested, 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. 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.
Please refer to the guidance in Section IV of SEC Release No. FR-
72.

Off-Balance Sheet Arrangements, page 5

7. We are considering your response to prior comment 13.  Based on
the Form 8-K dated January 13, 2005 it appears that the closing
date
of the Membership Interest Purchase Agreement was January 13,
2005.
Please explain to us why the deposit of $250,000 paid in December
2004 is a deferred acquisition cost at March 31, 2005 if the
transaction was closed on January 13, 2005.  Also, it appears from
your response that the balance of $150,000 is contingent on New
Jersey approving the application of PMC/Ocular Network LLC as a
healthcare delivery system.    Based on the terms of the
Membership
Interest Purchase Agreement filed with your Form 8-K dated January
13, 2005 it appears that the balance of $150,000 shall be paid to
the
Seller on the date that the Company files an application and not
the
date the application is approved.  Please tell us the date the
Company filed an application with the New Jersey Department of
Health
and Senior Services for approval as a healthcare delivery system
and
the date the balance of $150,000 was paid.

*    *    *    *

      	Please amend your Form 10-QSB for the fiscal quarter
ended
March 31, 2005 and respond to these comments within ten 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.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      You may contact 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
U.S. Medsys Corp.
September 21, 2005
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