FORM 4

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number 3235-0287

Expires: January 31, 2005

Estimated average burden hours per response......... 0.5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN
BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility

Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

6. Relationship of Reporting Person to Issuer'

(Check all applicable)

MASUDA, HARRY

HYPERBARIC SYSTEMS HYRB.OB

X

Director

10% Owner

(Last) (First) (Middle)

3. IRS or Social Security Number of Reporting Person(Voluntary)

4. Statement for Month/Year

X

Officer

Other

1127 HARKER AVENUE

AUGUST 2002

(give title below)

(specify title below)

(Street)

5. If Amendment, Date of Original

(Month/Year)

CEO/PRESIDENT

PALO ALTO, CA 94301

7. Individual or Joint/Group Filing (Check Applicable Line)

_X_Form filed by One Reporting Person

___Form filed by More than One Reporting Person

(City (State) (Zip)

Table 1 - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security

(Instr. 3)

2. Trans-action Date

(Month/ Day/ Year)

3. Transaction Code

(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4, and 5)

5. Amount of Securities Beneficially Owned at End of Month

(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I)

(Instr. 4)

7. Nature of Indirect Beneficial Ownership

(Instr.4)

Code

Amount

(A) or (D)

Price

(Over)

SEC 1474 (2-11-2002)

Potential persons who are to respond to the collection of

Information contained in this form are not required to respond

Unless the form displays a currently valid OMB control number.

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Inst. 3)

2. Conver-sion or Exercise Price of Derivative Security

3. Trans-action Date (Month/ Day/ Year)

4. Trans-action Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities

(Instr. 3 and 4)

8. Price of Deriv-ative Security

(Instr. 5)

9.Number of Deriv-ative Securities Bene-ficially Owned at End of Month

(Instr. 4)

10. Owner-ship Form of Derative Security:

Direct
(D) or

Indirect
(I)

(Inst. 4)

11. Nature of Indirect Beneficial Ownership

(Instr. 4)

Code

(A)

(D)

Date Exer-cisable

Expira-tion Date

Title

Amount or Number of Shares

EMPLOYEE STOCK OPTION

(RIGHT TO BUY)

$0.34

8/21/02

A

50,000

8/21/02

8/21/07

COMMON STOCK

50,000

310,000

D

Explanation of Responses:

* Fully vested options were granted and ratified on August 21, 2002.

		/s/ Harry Masuda	September 10, 2002

		**Signature of Reporting Person	Date

Reminder: * ** Note:	Report on a separate line for each class of securities beneficially owned directly or indirectly If the form is filed by more than one reporting person, see Instruction 4(b)(v). Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure

FORM 4

OMB APPROVAL

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

MASUDA, HARRY

HYPERBARIC SYSTEMS HYRB.OB

X

X

1127 HARKER AVENUE

AUGUST 2002

PALO ALTO, CA 94301

Table 1 - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

FORM 4 (continued)

A

D

STATEMENT OF CHANGES IN
BENEFICIAL OWNERSHIP

MASUDA HARRY 4