WATER JEL TECHNOLOGIES INC
10KSB/A, 1998-02-27
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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                   U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                  FORM 10-KSB/A

(Mark One)
         X  Annual Report under Section 13 or 15 (d) of the Securities Exchange
            Act of 1934 (Fee required)

   For the fiscal year ended August 31, 1997

            Transition  report  under  Section  13 or 15 (d)  of the  Securities
            Exchange Act of 1934 (No fee required)

         For the transition period from __________ to __________

         Commission file number 0-13049

                          WATER-JEL TECHNOLOGIES, INC.
                 (Name of Small Business Issuer in its Charter)

          New York                                13-3006788
(State of Other Jurisdiction of               (I.R.S. Employer
Incorporation or Organization)               Identification No.)

488 Madison Avenue, New York, New York              10022
(Address of Principal Executive Offices)          (Zip Code)

                              (212) 753-5511
- ------------------------------------------------------------------------------
          (Issuer's Telephone Number, Including Area Code)

     Securities registered under Section 12 (g) of the Exchange Act:

                                Common Stock
- -------------------------------------------------------------------------------
                              (Title of Class)

                                A Warrant
- -------------------------------------------------------------------------------
                              (Title of Class)

                                B Warrant
- -------------------------------------------------------------------------------
                              (Title of Class)

         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 past 90 days. Yes X No_____

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not 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.  $62,885,464

         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. $7,599,018 as of November 15, 1997.

Documents Incorporated by Reference:  See Footnotes to Exhibits


<PAGE>



Exhibits

(23)  Consent of Company's auditors,  Holtz Rubenstein & Co., LLP dated February
      26, 1998*


- -----------------------------
     * Filed herewith




                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


We hereby  consent  to the  incorporation  by  reference  into the  Registration
Statements  on Form S-3 (No.  33-29744 and No.  333-01313)  and on Form S-8 (No.
33-35816 and No.  333-01685) of our report dated  November 14, 1997 with respect
to the consolidated  financial  statements of Water-Jel  Technologies,  Inc. and
Subsidiaries  included  in the Annual  Report  (Form  10-KSB) for the year ended
August 31, 1997.



s/ Holtz Rubenstein & Co., Ltd.
HOLTZ RUBENSTEIN & CO., LTD.
Melville, New York
February 26, 1998






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