##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---

FORM 10-Q



---

(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended: March 31, 2007



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from:  to

Commission file number 0-13265



---

UCI MEDICAL AFFILIATES, INC.

(Exact name of Registrant as specified in its charter)



---



|                                               |  |                                  
|---------------------------------------------- |  | ---------------------------------
|Delaware                                       |  | 59-2225346                       
|(State or other jurisdiction of incorporation) |  | (IRS Employer Identification No.)

4416 Forest Drive

Columbia, SC 29206

(Address of principal executive offices)

(803) 782-4278

(Registrants telephone number including area code)



---

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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.    x  Yes ̈No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer , or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ̈Accelerated Filer ̈Non-Accelerated Filer  x

Indicate by checkmark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). ̈Yes    x  No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by
checkmark whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.xYes ̈No

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares
outstanding of the registrants common stock, $.05 par value, was 9,914,122 at March 31, 2007.



---



---

##### Table of Contents

UCI MEDICAL AFFILIATES, INC.

INDEX



|           |  |                       |  |                                                                                                                             |  |           
|---------- |  | --------------------- |  | --------------------------------------------------------------------------------------------------------------------------- |  | ----------
|           |  |                       |  |                                                                                                                             |  | PageNumber
|           |  |                      
|PART I     |  | FINANCIAL INFORMATION |  |                                                                                                                            
|           |  |                       | 
|           |  | Item 1                |  | Financial Statements                                                                                                        |  |           
|           |  |                       | 
|           |  |                       |  | Condensed Consolidated Balance Sheets  March 31, 2007 and September 30, 2006                                               |  | 3         
|           |  |                       | 
|           |  |                       |  | Condensed Consolidated Statements of Operations for the three months and six months ended March 31, 2007 and March 31, 2006 |  | 4         
|           |  |                       | 
|           |  |                       |  | Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2007 and March 31, 2006                  |  | 5         
|           |  |                       | 
|           |  |                       |  | Notes to Condensed Consolidated Financial Statements                                                                        |  | 6 - 9     
|           |  |                       | 
|           |  | Item 2                |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                       |  | 10 -13    
|           |  |                       | 
|           |  | Item 3                |  | Quantitative and Qualitative Disclosures About Market Risk                                                                  |  | 14        
|           |  |                       | 
|           |  | Item 4                |  | Controls and Procedures                                                                                                     |  | 14 -15    
|           |  |                      
|PART II    |  | OTHER INFORMATION     |  |                                                                                                                            
|           |  |                       | 
|           |  | Item 1                |  | Legal Proceedings                                                                                                           |  | 16        
|           |  |                       | 
|           |  | Item 1A               |  | Risk Factors                                                                                                                |  | 16        
|           |  |                       | 
|           |  | Item 2                |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                 |  | 16        
|           |  |                       | 
|           |  | Item 3                |  | Defaults Upon Senior Securities                                                                                             |  | 16        
|           |  |                       | 
|           |  | Item 4                |  | Submission of Matters to a Vote of Security Holders                                                                         |  | 16        
|           |  |                       | 
|           |  | Item 5                |  | Other Information                                                                                                           |  | 17        
|           |  |                       | 
|           |  | Item 6                |  | Exhibits                                                                                                                    |  | 17        
|           |  |                      
|SIGNATURES |  |                       |  | 18                                                                                                                         



2



---

##### Table of Contents

UCI Medical Affiliates, Inc.

Condensed Consolidated Balance Sheets



|                                                                                               |  |                           |            |   |                    |   |            |  
|---------------------------------------------------------------------------------------------- |  | ------------------------- | ---------- | - | ------------------ | - | ---------- | -
|                                                                                               |  | March 31, 2007(unaudited) |            |   | September 30, 2006 |  
|Assets                                                                                         |  |                           |            |   |                    |   |            |  
|Current assets                                                                                 |  |                           |            |   |                    |   |            |  
|Cash and cash equivalents                                                                      |  | $                         | 394,910    |   |                    | $ | 533,209    |  
|Accounts receivable, less allowance for doubtful accounts of $2,632,765 and $3,628,558         |  |                           | 11,946,938 |   |                    |   | 10,627,543 |  
|Inventory                                                                                      |  |                           | 1,045,634  |   |                    |   | 876,609    |  
|Deferred taxes                                                                                 |  |                           | 1,064,833  |   |                    |   | 1,582,190  |  
|Prepaid expenses and other current assets                                                      |  |                           | 1,006,331  |   |                    |   | 545,298    |  
|                                                                                               |  |                           |            |   |                    |   |            |  
|Total current assets                                                                           |  |                           | 15,458,646 |   |                    |   | 14,164,849 |  
|                                                                                               |  |                          
|Property and equipment, less accumulated depreciation of $13,043,596 and $12,580,568           |  |                           | 9,169,194  |   |                    |   | 8,748,974  |  
|Deferred taxes                                                                                 |  |                           | 685,200    |   |                    |   | 440,232    |  
|Restricted investments                                                                         |  |                           | 1,679,969  |   |                    |   | 1,343,432  |  
|Excess of cost over fair value of assets acquired, less accumulated amortization of $2,451,814 |  |                           | 3,391,942  |   |                    |   | 3,391,942  |  
|Other assets                                                                                   |  |                           | 49,235     |   |                    |   | 36,272     |  
|                                                                                               |  |                           |            |   |                    |   |            |  
|Total Assets                                                                                   |  | $                         | 30,434,186 |   |                    | $ | 28,125,701 |  
|                                                                                               |  |                           |            |   |                    |   |            |  
|                                                                                               |  |                          
|Liabilities and Stockholders Equity                                                           |  |                           |            |   |                    |   |            |  
|Current liabilities                                                                            |  |                           |            |   |                    |   |            |  
|Line of credit                                                                                 |  | $                         | 767,220    |   |                    | $ | 279,373    |  
|Current portion of long-term debt                                                              |  |                           | 1,035,937  |   |                    |   | 1,029,702  |  
|Accounts payable                                                                               |  |                           | 2,857,345  |   |                    |   | 2,297,493  |  
|Accrued salaries and payroll taxes                                                             |  |                           | 1,944,333  |   |                    |   | 2,109,588  |  
|Accrued uncompensated absences                                                                 |  |                           | 292,800    |   |                    |   | 342,993    |  
|Other accrued liabilities                                                                      |  |                           | 479,383    |   |                    |   | 741,291    |  
|                                                                                               |  |                           |            |   |                    |   |            |  
|Total current liabilities                                                                      |  |                           | 7,377,018  |   |                    |   | 6,800,440  |  
|                                                                                               |  |                          
|Long-term liabilities                                                                          |  |                           |            |   |                    |   |            |  
|Accounts payable                                                                               |  |                           | 284,769    |   |                    |   | 414,231    |  
|Deferred tax liability                                                                         |  |                           | 389,558    |   |                    |   | 346,707    |  
|Deferred compensation liability                                                                |  |                           | 1,752,980  |   |                    |   | 1,374,840  |  
|Long-term debt, net of current portion                                                         |  |                           | 2,351,227  |   |                    |   | 2,942,993  |  
|                                                                                               |  |                           |            |   |                    |   |            |  
|Total long-term liabilities                                                                    |  |                           | 4,778,534  |   |                    |   | 5,078,771  |  
|                                                                                               |  |                           |            |   |                    |   |            |  
|Total Liabilities                                                                              |  |                           | 12,155,552 |   |                    |   | 11,879,211 |  
|                                                                                               |  |                           |            |   |                    |   |            |  
|                                                                                               |  |                          
|Commitments and contingencies                                                                  |  |                           |            |   |                    |   |            |  
|Stockholders Equity                                                                           |  |                           |            |   |                    |   |            |  
|Preferred stock, par value $.01 per share:                                                     |  |                           |            |   |                    |   |            |  
|Authorized shares  10,000,000; none issued                                                    |  |                           |           |   |                    |   |           |  
|Common stock, par value $.05 per share:                                                        |  |                           |            |   |                    |   |            |  
|Authorized shares  50,000,000                                                                 |  |                           |            |   |                    |   |            |  
|Issued and outstanding  9,914,122 and 9,826,297 shares                                        |  |                           | 495,706    |   |                    |   | 491,315    |  
|Paid-in capital                                                                                |  |                           | 22,105,024 |   |                    |   | 21,929,944 |  
|Accumulated deficit                                                                            |  |                           | (4,322,096 | ) |                    |   | (6,174,769 | )
|                                                                                               |  |                           |            |   |                    |   |            |  
|Total Stockholders Equity                                                                     |  |                           | 18,278,634 |   |                    |   | 16,246,490 |  
|                                                                                               |  |                           |            |   |                    |   |            |  
|Total Liabilities and Stockholders Equity                                                     |  | $                         | 30,434,186 |   |                    | $ | 28,125,701 |  
|                                                                                               |  |                           |            |   |                    |   |            |  

The accompanying notes are an integral part of these condensed consolidated financial
statements.



3



---

##### Table of Contents

UCI Medical Affiliates, Inc.

Condensed Consolidated Statements of Operations

(unaudited)



|                                                   |  |                              |             |   |                            |   |             |      |  |   |             |   |  |   |             |  
|-------------------------------------------------- |  | ---------------------------- | ----------- | - | -------------------------- | - | ----------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                                   |  | Three Months Ended March 31, |             |   | Six Months Ended March 31, |  
|                                                   |  | 2007                         |             |   | 2006                       |   |             | 2007 |  |   | 2006        |  
|Revenues                                           |  | $                            | 19,371,606  |   |                            | $ | 16,971,379  |      |  | $ | 36,414,874  |   |  | $ | 31,603,270  |  
|Operating costs                                    |  |                              | (14,311,329 | ) |                            |   | (12,500,071 | )    |  |   | (27,111,299 | ) |  |   | (23,510,112 | )
|                                                   |  |                              |             |   |                            |   |             |      |  |   |             |   |  |   |             |  
|Operating margin                                   |  |                              | 5,060,277   |   |                            |   | 4,471,308   |      |  |   | 9,303,575   |   |  |   | 8,093,158   |  
|                                                   |  |                              |             |  
|General and administrative expenses                |  |                              | (2,922,224  | ) |                            |   | (2,371,467  | )    |  |   | (5,320,285  | ) |  |   | (4,398,078  | )
|Depreciation and amortization                      |  |                              | (375,860    | ) |                            |   | (286,902    | )    |  |   | (736,994    | ) |  |   | (570,710    | )
|                                                   |  |                              |             |   |                            |   |             |      |  |   |             |   |  |   |             |  
|Income from operations                             |  |                              | 1,762,193   |   |                            |   | 1,812,939   |      |  |   | 3,246,296   |   |  |   | 3,124,370   |  
|                                                   |  |                              |             |   |                            |   |             |      |  |   |             |   |  |   |             |  
|                                                   |  |                              |             |  
|Other expense                                      |  |                              |             |   |                            |   |             |      |  |   |             |   |  |   |             |  
|Interest expense, net of interest income           |  |                              | (141,101    | ) |                            |   | (133,180    | )    |  |   | (269,691    | ) |  |   | (239,200    | )
|                                                   |  |                              |             |   |                            |   |             |      |  |   |             |   |  |   |             |  
|                                                   |  |                              |             |  
|Income before income taxes                         |  |                              | 1,621,092   |   |                            |   | 1,679,759   |      |  |   | 2,976,605   |   |  |   | 2,885,170   |  
|Income tax expense                                 |  |                              | (612,514    | ) |                            |   | (672,472    | )    |  |   | (1,123,932  | ) |  |   | (1,081,742  | )
|                                                   |  |                              |             |   |                            |   |             |      |  |   |             |   |  |   |             |  
|Net income                                         |  | $                            | 1,008,578   |   |                            | $ | 1,007,287   |      |  | $ | 1,852,673   |   |  | $ | 1,803,428   |  
|                                                   |  |                              |             |   |                            |   |             |      |  |   |             |   |  |   |             |  
|Basic earnings per share                           |  | $                            | .10         |   |                            | $ | .10         |      |  | $ | .19         |   |  | $ | .19         |  
|                                                   |  |                              |             |   |                            |   |             |      |  |   |             |   |  |   |             |  
|Basic weighted average common shares outstanding   |  |                              | 9,871,167   |   |                            |   | 9,740,472   |      |  |   | 9,848,925   |   |  |   | 9,740,472   |  
|                                                   |  |                              |             |   |                            |   |             |      |  |   |             |   |  |   |             |  
|Diluted earnings per share                         |  | $                            | .10         |   |                            | $ | .10         |      |  | $ | .19         |   |  | $ | .18         |  
|                                                   |  |                              |             |   |                            |   |             |      |  |   |             |   |  |   |             |  
|Diluted weighted average common shares outstanding |  |                              | 9,963,992   |   |                            |   | 9,928,122   |      |  |   | 9,937,750   |   |  |   | 9,928,122   |  
|                                                   |  |                              |             |   |                            |   |             |      |  |   |             |   |  |   |             |  

The accompanying notes are an integral part of these condensed consolidated financial
statements.



4



---

##### Table of Contents

UCI Medical Affiliates, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)



|                                                                                  |  |                            |            |   |      |   |            |  
|--------------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                  |  | Six Months Ended March 31, |           
|                                                                                  |  | 2007                       |            |   | 2006 |  
|Operating activities:                                                             |  |                            |            |   |      |   |            |  
|Net income                                                                        |  | $                          | 1,852,673  |   |      | $ | 1,803,428  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                            |            |   |      |   |            |  
|Provision for losses on accounts receivable                                       |  |                            | 1,992,120  |   |      |   | 1,579,398  |  
|Depreciation and amortization                                                     |  |                            | 736,994    |   |      |   | 570,710    |  
|Deferred taxes                                                                    |  |                            | 315,240    |   |      |   | 765,467    |  
|Changes in operating assets and liabilities:                                      |  |                            |            |   |      |   |            |  
|(Increase) in accounts receivable                                                 |  |                            | (3,311,515 | ) |      |   | (2,836,328 | )
|(Increase) in inventory                                                           |  |                            | (169,025   | ) |      |   | (14,947    | )
|(Increase) in prepaid expenses and other current assets                           |  |                            | (461,033   | ) |      |   | (162,824   | )
|Increase in accounts payable and accrued liabilities                              |  |                            | 82,496     |   |      |   | 234,646    |  
|Deferred compensation                                                             |  |                            | 378,140    |   |      |   | 319,269    |  
|                                                                                  |  |                            |            |   |      |   |            |  
|                                                                                  |  |                           
|Cash provided by operating activities                                             |  |                            | 1,416,090  |   |      |   | 2,258,819  |  
|                                                                                  |  |                            |            |   |      |   |            |  
|                                                                                  |  |                           
|Investing activities:                                                             |  |                            |            |   |      |   |            |  
|Purchases of property and equipment                                               |  |                            | (1,157,214 | ) |      |   | (1,214,229 | )
|(Increase) in other assets                                                        |  |                            | (12,963    | ) |      |   | (13,122    | )
|Additions to restricted investments                                               |  |                            | (336,537   | ) |      |   | (300,380   | )
|                                                                                  |  |                            |            |   |      |   |            |  
|                                                                                  |  |                           
|Cash used in investing activities                                                 |  |                            | (1,506,714 | ) |      |   | (1,527,731 | )
|                                                                                  |  |                            |            |   |      |   |            |  
|                                                                                  |  |                           
|Financing activities:                                                             |  |                            |            |   |      |   |            |  
|Proceeds from issuance of common stock                                            |  |                            | 179,471    |   |      |   |           |  
|Net borrowings on line of credit                                                  |  |                            | 487,847    |   |      |   |           |  
|Payments on term-note                                                             |  |                            | (328,254   | ) |      |   | (545,818   | )
|Payments on other long-term obligations                                           |  |                            | (386,739   | ) |      |   | (610,472   | )
|                                                                                  |  |                            |            |   |      |   |            |  
|                                                                                  |  |                           
|Cash used in financing activities                                                 |  |                            | (47,675    | ) |      |   | (1,156,290 | )
|                                                                                  |  |                            |            |   |      |   |            |  
|                                                                                  |  |                           
|Decrease in cash and cash equivalents                                             |  |                            | (138,299   | ) |      |   | (425,202   | )
|Cash and cash equivalents at beginning of period                                  |  |                            | 533,209    |   |      |   | 961,610    |  
|                                                                                  |  |                            |            |   |      |   |            |  
|                                                                                  |  |                           
|Cash and cash equivalents at end of period                                        |  | $                          | 394,910    |   |      | $ | 536,408    |  
|                                                                                  |  |                            |            |   |      |   |            |  

The accompanying notes are an integral part of these condensed consolidated financial
statements.



5



---

##### Table of Contents

UCI MEDICAL AFFILIATES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1. BUSINESS AND BASIS OF
PRESENTATION:

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of those of a normal recurring nature) considered necessary for a fair presentation have been included.
Operating results for the six month period ended March 31, 2007 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2007. For further information, refer to the audited consolidated
financial statements and footnotes thereto included in our annual report on Form 10-K for the year ended September 30, 2006.

The consolidated
financial statements include the accounts of UCI Medical Affiliates, Inc. (UCI), UCI Medical Affiliates of South Carolina, Inc. (UCI-SC), Doctors Care, P.A., Progressive Physical Therapy, P.A. (PPT), Carolina
Orthopedic & Sports Medicine, P.A. (COSM), and Doctors Care of Tennessee, P.C. (the four together as the P.A. and together with UCI and UCI-SC, the Company). Because of the corporate practice of medicine
laws in the states in which the Company operates, the Company does not own medical practices but instead enters into exclusive long-term management services agreements with the P.A. that operates the medical practices. Consolidation of the financial
statements is required under Financial Accounting Standards Board (FASB) Interpretation No. 46, as revised, (FIN 46) Consolidation of Variable Interest Entities. Prior to the Companys adoption of FIN 46
on October 1, 2003, the Company consolidated the P.A. as a result of Emerging Issues Task Force (EITF) No. 97-2, Application of FASB Statement No. 94 and APB Opinion No. 16 to Physician Practice Management
Entities and Certain Other Entities with Contractual Management Arrangements. UCI-SC, in its sole discretion, can effect a change in the nominee shareholder of each of the P.A. at any time for a payment of $100 from the new nominee shareholder
to the old nominee shareholder, with no limits placed on the identity of any new nominee shareholder and no adverse impact resulting to any of UCI-SC or the P.A. from such change.

In addition to the nominee shareholder arrangement described above, UCI-SC has entered into an Administrative Service Agreement with each P.A. As a consequence of the nominee shareholder arrangement and the
Administrative Service Agreement, the Company has a long-term financial interest in the affiliated practices of each P.A. and the Company has exclusive authority over decision-making relating to all major on-going operations. The Company establishes
annual operating and capital budgets for the P.A. and compensation guidelines for the licensed medical professionals. The Administrative Service Agreements have an initial term of forty years. All significant intercompany accounts and transactions
are eliminated in consolidation, including management fees.

The method of computing the management fees is based on billings of the affiliated practices
less the amounts necessary to pay professional compensation and other professional expenses. In all cases, these fees are meant to compensate the Company for expenses incurred in providing covered services plus a profit. These interests are
unilaterally salable and transferable by the Company and fluctuate based upon the actual performance of the operations of the professional corporation.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimates are related to the allowance for doubtful accounts, goodwill and
intangible assets, income taxes, contingencies, and health insurance accruals.

The Company bases its estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying



6



---

##### Table of Contents

value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates in the near term.

Revenue is recognized at estimated net amounts to be received from patients, employers, third party payors, and others at the time the related services
are rendered. The Company records contractual adjustments at the time bills are generated for services rendered as some third parties are billed at discounted and negotiated amounts. Whenever the Company bills at the discounted amounts, estimates of
third party settlements are not necessary.

Restricted investments represent mutual fund investments to fund the Companys deferred compensation
liability and are classified as trading. Realized gains and losses are determined on the basis of first-in, first-out (FIFO) cost of the securities. Both realized and unrealized gains are recorded in the Companys statement of income.

The Company adopted FASB Statement No. 131, Disclosure about Segments of an Enterprise and Related Information, in fiscal year 1999.
Statement No. 131 requires companies to report financial and descriptive information about their reportable operating segments, including segment profit or loss, certain specific revenue and expense items, and segment assets, as well as
information about the revenues derived from the Companys products and services, the countries in which the Company earns revenues and holds assets, and major customers. This statement also requires companies that have a single reportable
segment to disclose information about products and services, information about geographic areas, and information about major customers. This statement requires the use of the management approach to determine the information to be reported. The
management approach is based on the way management organizes the enterprise to assess performance and make operating decisions regarding the allocation of resources. It is managements opinion that, at this time, the Company has several
operating segments, however, only one reportable segment. The following discussion sets forth the required disclosures regarding single segment information.

The Company provides nonmedical management and administrative services for a network of 54 freestanding medical centers, 53 of which are located throughout South Carolina and one is located in Knoxville, Tennessee (33 operating as Doctors
Care in South Carolina, one as Doctors Care in Knoxville, Tennessee, 17 as Progressive Physical Therapy Services in South Carolina, one as Luberoff Pediatrics in South Carolina, one as Carolina Orthopedic and Sports Medicine in South Carolina, and
one as Doctors Wellness Center).

Certain reclassifications have been made to the prior periods financial statements to conform to the fiscal year
2007 presentation.

NOTE 2. INVENTORY

The
Companys inventory consists of medical supplies and drugs and both are carried at the lower of average cost or market. The volume of supplies carried at a center varies very little from month to month; therefore, management does only an annual
physical inventory count and does not maintain a perpetual inventory system.

NOTE 3. INCOME TAXES

Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax bases of assets and liabilities as measured by the
enacted tax rates which are anticipated to be in effect when these differences reverse. The deferred tax provision is the result of the net change in the deferred tax assets to amounts expected to be realized. Valuation allowances are provided
against deferred tax assets when the Company determines it is more likely than not that the deferred tax asset will not be realized. During the quarter ended March 31, 2007, our management recorded income tax expense of approximately $613,000.



7



---

##### Table of Contents

NOTE 4. INTANGIBLES

In June 2001, the FASB issued Statement No. 142, Goodwill and Other Intangible Assets. Statement No. 142 requires that goodwill and intangible assets with indefinite lives will no longer be amortized, but are reviewed
at least annually for impairment. Pursuant to Statement No. 142, the Company tested goodwill for impairment in the fourth quarter of fiscal year 2006, and determined there had not been any impairment.

NOTE 5. LINE OF CREDIT

During 2006, the Company entered into an
agreement with a financial institution providing for maximum borrowings of $500,000. During 2007, the Company increased its line of credit to $1,000,000. As of March 31, 2007, the Company had outstanding borrowings on the line of approximately
$767,000. Pricing is prime rate plus a $150 fee (prime rate was 8.25% at March 31, 2007). Borrowings are collateralized by the Companys accounts receivable and the maturity date of this credit line is August 16, 2009.

NOTE 6. 2007 EQUITY INCENTIVE PLAN

The Company established the 2007
Equity Incentive Plan (the Plan), effective as of March 7, 2007, to use Common Stock in UCI (Common Stock) as a tool to encourage employees of UCI and its subsidiaries, its affiliates and its joint ventures to work
together to increase the overall value of UCI Common Stock. The Company believes the Plan will serve the interests of UCI and its stockholders because it allows employees to have a greater personal financial interest in UCI through ownership of its
Common Stock, the right to acquire its Common Stock, or other Plan Awards and Rights that are measured and paid based on UCIs performance. The types of equity Incentives under this Plan include:



| | (a) | Incentive Stock Options;
| | --- | ------------------------



| | (b) | Nonqualified Stock Options;
| | --- | ---------------------------



| | (c) | Stock Appreciation Rights;
| | --- | --------------------------



| | (d) | Restricted Stock Grants;
| | --- | ------------------------



| | (e) | Performance Shares;
| | --- | -------------------



| | (f) | Share Awards; and
| | --- | -----------------



| | (g) | Phantom Stock Awards.
| | --- | ---------------------

NOTE 7. EARNINGS PER SHARE

Net income per share is computed in accordance with Statement of Financial Accounting Standards No. 128, Earnings Per Share. Basic earnings per share are
calculated by dividing income available to common shareholders by the weighted-average number of shares outstanding for each period. Diluted earnings per common share are calculated by adjusting the weighted-average shares outstanding assuming
conversion of all potentially dilutive stock options.



8



---

##### Table of Contents

NOTE 8. NEW ACCOUNTING PRONOUNCEMENTS

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48) which clarifies the accounting for uncertainty in income taxes recognized in an
enterprises financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Any resulting
cumulative effect of applying the provisions of FIN 48 upon adoption will be reported as an adjustment to beginning retained earnings in the period of adoption. The Interpretation is effective for fiscal years beginning after December 15, 2006.
The Company is currently evaluating the impact of the adoption of FIN 48.

In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The Statement applies under other accounting
pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of
SFAS No. 157 is not expected to have a material impact on the Companys consolidated financial position or results of operations.

In February
2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, (SFAS No. 159) which gives companies the option to measure eligible financial assets, financial liabilities and firm
commitments at fair value (i.e., the fair value option), on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other accounting standards. The election to use the fair value option is
available when an entity first recognizes a financial asset or financial liability or upon entering into a firm commitment. Subsequent changes in fair value must be recorded in earnings. SFAS No. 159 is effective for financial statements issued
for fiscal years beginning after November 15, 2007. The Company is in the process of evaluating the impacts, if any, of adopting this pronouncement.



9



---

##### Table of Contents

Advisory Note Regarding Forward-Looking Statements

Certain of the statements contained in this Report on Form 10-Q that are not historical facts are forward-looking statements subject to the safe harbor created by the
Private Securities Litigation Reform Act of 1995. We caution readers of this Form 10-Q that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or
achievements to be materially different from those expressed or implied by such forward-looking statements. Although our management believes that their expectations of future performance are based on reasonable assumptions within the bounds of their
knowledge of their business and operations, we have no assurance that actual results will not differ materially from their expectations. Factors that could cause actual results to differ from expectations include, among other things, (1) the
difficulty in controlling our costs of providing healthcare and administering our network of centers; (2) the possible negative effects from changes in reimbursement and capitation payment levels and payment practices by insurance companies,
healthcare plans, government payors and other payment sources; (3) the difficulty of attracting primary care physicians; (4) the increasing competition for patients among healthcare providers; (5) possible government regulations
negatively impacting our existing organizational structure; (6) the possible negative effects of prospective healthcare reform; (7) the challenges and uncertainties in the implementation of our expansion and development strategy;
(8) the dependence on key personnel; (9) adverse conditions in the stock market, the public debt market, and other capital markets (including changes in interest rate conditions); (10) the strength of the United States economy in
general and the strength of the local economies in which we conduct operations may be different than expected resulting in, among other things, a reduced demand for practice management services; (11) the demand for our products and services;
(12) technological changes; (13) the ability to increase market share; (14) the adequacy of expense projections and estimates of impairment loss; (15) the impact of change in accounting policies by the Securities and Exchange
Commission; (16) unanticipated regulatory or judicial proceedings; (17) the impact on our business, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts;
(18) other factors described in this report and in our other reports filed with the Securities and Exchange Commission; and (19) our success at managing the risks involved in the foregoing.

PART I

FINANCIAL INFORMATION



|Item 2. | Managements Discussion And Analysis Of Financial Condition And Results Of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our consolidated results of operations and financial condition. This discussion should be
read in conjunction with the consolidated financial statements and notes thereto.

Critical Accounting Policies

We have adopted accounting policies that we believe will result in an accurate presentation of the financial statements. We consider critical accounting policies to be
those that require more significant judgments and estimates in the preparation of our financial statements and include the following: (1) revenue recognition; (2) allowance for doubtful accounts; (3) consideration of impairment of
intangible assets; and (4) valuation reserve on net deferred tax assets.

Revenue recognition 

We record revenues at the estimated net amount that we expect to receive from patients, employers, third party payors, and others at the time we perform the services. We
record contractual adjustments when we prepare the related bills to our customers as we bill some third parties at discounted and negotiated amounts. Whenever we bill at the discounted amounts, we do not need to estimate third party settlements.



10



---

##### Table of Contents

Allowance for doubtful accounts 

We maintain our allowance for doubtful accounts for estimated losses, which may result from the inability of our customers to make required payments. We base our allowance on the likelihood of recoverability of
accounts receivable considering such factors as past experience and current collection trends. Factors taken into consideration in estimating the allowance include: amounts past due, in dispute, or a customer that we believe might be having
financial difficulties. If economic, industry, or specific customer business trends worsen beyond earlier estimates, we increase the allowance for doubtful accounts by recording additional bad debt expense.

Consideration of impairment of intangible assets 

We evaluate the recovery of the carrying amount of excess of cost over fair value of assets acquired by determining
if a permanent impairment has occurred. This evaluation is done annually on September 30thof each year or more
frequently if indicators of permanent impairment arise. Indicators of a permanent impairment include, among other things, significant adverse change in legal factors or the business climate, an adverse action by a regulator, unanticipated
competition, loss of key personnel or allocation of goodwill to a portion of the business that is to be sold or otherwise disposed. At such time as impairment is determined, the intangible assets are written off during that period.

Valuation reserve on net deferred tax assets 

We record a
valuation allowance to reduce our deferred tax assets to the amount that management considers is more likely than not to be realized. Based upon our current financial position, results from operations, and our forecast of future earnings, we do not
believe we currently need a valuation allowance.

Company Structure

Our consolidated financial statements include the accounts of UCI and UCI-SC. Consolidation of the financial statements is required under FIN 46, as revised. Prior to the adoption of FIN 46, we consolidated the P.A.
as a result of EITF 97-2, Application of FASB Statement No. 94 and A.P.B. Opinion No. 16 to Physician Practice Management Entities and Certain Other Entities with Contractual Management Arrangements. UCI-SC, in its sole
discretion, can effect a change in the nominee shareholder of each P.A. at any time for a payment of $100 from the new nominee shareholder to the old nominee shareholder, with no limits placed on the identity of any new nominee shareholder and no
adverse impact resulting to any of UCI-SC or the P.A. from such change.

In addition to the nominee shareholder arrangement described above, UCI-SC has
entered into an Administrative Service Agreement with each P.A. As a consequence of the nominee shareholder arrangement and the Administrative Service Agreement, we have a long-term financial interest in the affiliated practices of each P.A.

Approximately 99% of the physicians employed by the P.A. are paid on an hourly basis for time scheduled and worked at the medical centers. Approximately
30% of the physicians have incentive compensation arrangements; however, no amounts were accrued or paid that were significant during our three prior fiscal years. We base any incentive compensation upon a percentage of non-ancillary collectible
charges for services performed by a provider. As of March 31, 2007 and 2006, the P.A. employed 152 and 135 medical providers, respectively.

The net
assets of the P.A. are not material for any period presented, and intercompany accounts and transactions have been eliminated.

We allocate all indirect
costs incurred at the corporate office to the centers. Therefore, all discussions below are intended to be in the aggregate for us as a whole.



11



---

##### Table of Contents

Results of Operations

The Company provides nonmedical management and administrative services for a network of 54 freestanding medical centers, 53 of which are located throughout South Carolina and one is located in Knoxville, Tennessee (33 operating as Doctors
Care in South Carolina, one as Doctors Care in Knoxville, Tennessee, 17 as Progressive Physical Therapy Services in South Carolina, one as Luberoff Pediatrics in South Carolina, one as Carolina Orthopedic and Sports Medicine in South Carolina, and
one as Doctors Wellness Center).

Revenues of $19,372,000 for the quarter ended March 31, 2007 reflect an increase of $2,400,000 or 14% from those of
the quarter ended March 31, 2006. For the six months ended March 31, 2007, revenues were $36,415,000 as compared to $31,603,000 for the six months ended March 31, 2006.

This increase in revenue is the result of opening additional operating facilities, as well as an increase in patient encounters. Patient encounters were approximately 170,000 in the second quarter of fiscal year 2007
and 156,000 in the second quarter of fiscal year 2006.

Pursuant to SFAS No. 142, we tested goodwill for impairment in the fourth quarter of fiscal
year 2006, and we determined there had not been any impairment.

We have continued our services provided to members of HMOs. In these arrangements, we,
through the P.A., act as the designated primary caregiver for members of HMOs who have selected one of our centers or providers as their primary care provider. In fiscal year 1994, we began participating in an HMO operated by BlueChoice HealthPlan
(BCHP) and Companion Property and Casualty Insurance Company (CP&C), wholly owned subsidiaries of Blue Cross Blue Shield of South Carolina (BCBS). BCBS, through BCHP, is a primary stockholder of UCI. Including
our arrangement with BCHP and CP&C, we now participate in three HMOs and are the primary care gatekeeper for approximately 6,000 lives at March 31, 2007. As of March 31, 2007, all of these HMOs use a discounted
fee-for-service basis for payment. HMOs do not, at this time, have a significant penetration into the South Carolina market. We are not certain if the market share of HMOs will grow in the areas in which we operate clinics.

The Company sustained revenues in fiscal year 2007 in occupational medicine and industrial health services (these revenues are referred to as employer paid
and workers compensation on the table below). We developed focused marketing materials, including quarterly newsletters for employers, to spotlight our services for industry. We derived approximately 14% of our total revenues from these
occupational medicine services in the second quarter of fiscal years 2007 and 2006.

The following table breaks out our revenue and patient visits by
revenue source for the second quarter of fiscal years 2007 and 2006.



|                                            |  |                          |  |                   |  |      |  |     
|------------------------------------------- |  | ------------------------ |  | ----------------- |  | ---- |  | ----
|Payor                                       |  | Percent ofPatient Visits |  | Percent ofRevenue
|                                            |  | 2007                     |  | 2006              |  | 2007 |  | 2006
|Patient Pay                                 |  | 13                       |  | 14                |  | 10   |  | 10  
|                                            |  |                          |  |                  
|Employer Paid                               |  | 8                        |  | 8                 |  | 3    |  | 3   
|                                            |  |                          |  |                  
|HMO                                         |  | 6                        |  | 6                 |  | 7    |  | 7   
|                                            |  |                          |  |                  
|Workers Compensation                        |  | 9                        |  | 9                 |  | 11   |  | 11  
|                                            |  |                          |  |                  
|Medicare/Medicaid                           |  | 14                       |  | 13                |  | 13   |  | 13  
|                                            |  |                          |  |                  
|Managed Care Insurance                      |  | 47                       |  | 47                |  | 53   |  | 53  
|                                            |  |                          |  |                  
|Other (Commercial Indemnity, Champus, etc.) |  | 3                        |  | 3                 |  | 3    |  | 3   
|                                            |  |                          |  |                   |  |      |  |     
|                                            |  | 100                      |  | 100               |  | 100  |  | 100 
|                                            |  |                          |  |                   |  |      |  |     



12



---

##### Table of Contents

We earned an operating margin of $5,060,000 during the second quarter of fiscal 2007 as compared to an operating margin
of $4,471,000 for the second quarter of fiscal 2006. For the six months ended March 31, 2007, operating margin was $9,304,000 as compared to $8,093,000 for the six months ended March 31, 2006. The increase in margin was primarily the
result of increased revenues, as discussed above.

General and administrative expenses include all salaries, benefits, supplies, and other operating
expenses not specifically related to the day-to-day operation of the Centers. General and administrative expenses increased to $2,922,000 in the second quarter of fiscal year 2007, up from $2,371,000 in the second quarter of fiscal year 2006. For
the six months ended March 31, 2007, general and administrative expenses increased to $5,320,000, up from $4,398,000 for the same period in the prior fiscal year. This increase is primarily the result of an increase in personnel costs during
fiscal year 2007.

Depreciation and amortization expense increased to $376,000 in the second quarter of fiscal 2007, up from $287,000 in the second quarter
of fiscal 2006. For the six months ended March 31, 2007, depreciation and amortization expense increased to $737,000, up from $571,000 for the six months ended March 31, 2006. This increase is the result of equipment purchases and building
renovations. Interest expense increased to $141,000 in the second quarter of fiscal year 2007, up from $133,000 in the second quarter of fiscal 2006. For the six months ended March 31, 2007, interest expense increased to $270,000, as compared
to $239,000 for the six months ended March 31, 2006. This was due to the increased borrowings on the line of credit.

During the quarter ended
March 31, 2007, our management recorded income tax expense of approximately $613,000, compared to $672,000 recorded during the second quarter of fiscal year 2006. For the six months ended March 31, 2007, income tax expense was $1,124,000,
compared to $1,082,000 for the six months ended March 31, 2006.

Financial Condition at March 31, 2007

Cash and cash equivalents decreased by $138,000 during the six months ended March 31, 2007, mainly as a result of payments on debt and equipment purchases.

Accounts receivable increased by $1,319,000 during the six months ended March 31, 2007 and is a result of increased revenues.

Long-term debt decreased from $3,973,000 at September 30, 2006 to $3,387,000 at March 31, 2007 due to regular principal pay-downs. Our management believes that
it will be able to continue to fund debt service requirements out of cash generated through operations.

Liquidity and Capital Resources

We require capital principally to fund growth (opening new Centers), for working capital needs, and for the retirement of indebtedness. We continue to fund our capital
requirements and working capital needs through a combination of external financing and credit extended by suppliers.

As of March 31, 2007, we have no
material commitments for capital expenditures or for acquisitions or start-ups.

Operating activities produced $1,416,000 of cash during the six months
ended March 31, 2007, compared to $2,259,000 during the six months ended March 31, 2006, as a result of a larger increase in prepaid expenses and other current assets and a smaller increase in accounts payable and accrued liabilities.

Investing activities used $1,507,000 in the six months ended March 31, 2007 as compared to $1,528,000 in the six months ended March 31, 2006.
This primarily is the result of purchases of equipment and building renovations for our operating sites.

Financing activities utilized $48,000 in cash
during the six months ended March 31, 2007 as compared to $1,156,000 in the six months ended March 31, 2006, as a result of proceeds from the issuance of common stock and increased borrowings on the line of credit, offset by regular
principal payments.



13



---

##### Table of Contents

|Item 3. | Quantitative And Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

We are
exposed to changes in interest rates primarily as a result of our borrowing activities, which includes credit facilities with financial institutions used to maintain liquidity and fund our business operations, as well as notes payable to various
third parties in connection with certain acquisitions of property and equipment. The nature and amount of our debt may vary as a result of future business requirements, market conditions, and other factors. The definitive extent of our interest rate
risk is not quantifiable or predictable because of the variability of future interest rates and business financing requirements. We do not currently use derivative instruments to adjust our interest rate risk profile.

Approximately $673,000 of our debt at March 31, 2007 was subject to fixed interest rates. Approximately $2,714,000 of our debt at March 31, 2007 was subject to
variable interest rates. Based on the outstanding amounts of variable rate debt at March 31, 2007, our interest expense on an annualized basis would increase approximately $27,000 for each increase of one percent in the prime rate.

We do not utilize financial instruments for trading or other speculative purposes, nor do we utilize leveraged financial instruments.



|Item 4. | Controls and Procedures
|------- | -----------------------

We conducted an evaluation of the
effectiveness of the design and operation of our disclosure controls and procedures (Disclosure Controls) as of the end of the period covered by this Quarterly Report. The controls evaluation was done under the supervision and with the
participation of management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO).

Attached as exhibits to this Quarterly Report
are certifications of the CEO and the CFO, which are required in accord with Rule 13a-15(e) of the Exchange Act. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications and
it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Definition of Disclosure Controls

Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the
Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure Controls are also designed to reasonably assure that such information is
accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our Disclosure Controls include components of our internal control over financial reporting, which
consists of control processes designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with US generally accepted accounting principles. To the extent
that components of our internal control over financial reporting are included within our Disclosure Controls, they are included in the scope of our quarterly controls evaluation.

Limitations on the Effectiveness of Controls

The companys management, including the CEO and CFO, does not
expect that our Disclosure Controls or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the
control systems objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of
the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals



14



---

##### Table of Contents

under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of
compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Scope of the Controls Evaluation

The evaluation of our Disclosure Controls included a review of the controls
objectives and design, the companys implementation of the controls and the effect of the controls on the information generated for use in this Quarterly Report. In the course of the controls evaluation, we sought to identify data errors,
controls problems or acts of fraud and confirm that appropriate corrective action, including process improvements, were being undertaken. This type of evaluation is performed on a quarterly basis so that the conclusions of management, including the
CEO and CFO, concerning controls effectiveness can be reported in our Quarterly Reports on Form 10-Q and to supplement our disclosures made in our Annual Report on Form 10-K. Many of the components of our Disclosure Controls are also evaluated on an
ongoing basis by personnel in our Finance organization, as well as our independent auditors who evaluate them in connection with determining their auditing procedures related to their report on our annual financial statements and not to provide
assurance on our controls. The overall goals of these various evaluation activities are to monitor our Disclosure Controls, and to modify them as necessary; our intent is to maintain the Disclosure Controls as dynamic systems that change as
conditions warrant.

Among other matters, we also considered whether our evaluation identified any significant deficiencies or material
weaknesses in our internal control over financial reporting, and whether the company had identified any acts of fraud involving personnel with a significant role in our internal control over financial reporting. This information was important
both for the controls evaluation generally, and because item 5 in the certifications of the CEO and CFO require that the CEO and CFO disclose that information to our Boards Audit Committee and to our independent auditors. In the professional
auditing literature, significant deficiencies are deficiencies in the design or operation of controls that could adversely affect our ability to record, process, summarize and report financial data in the financial statements. Auditing
literature defines material weakness as a particularly serious significant deficiency where the internal control does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that
would be material in relation to the financial statements and the risk that such misstatements would not be detected within a timely period by employees in the normal course of performing their assigned functions. We also sought to address other
control matters in the controls evaluation, and in each case if a problem was identified, we considered what revision, improvement and/or correction to make in accordance with our ongoing procedures.

Conclusions

Based upon the controls evaluation, our CEO and CFO have
concluded that, subject to the limitations noted above, as of the end of the period covered by this Quarterly Report, our Disclosure Controls were effective to provide reasonable assurance that material information relating to UCI and its
consolidated subsidiaries is made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared.



15



---

##### Table of Contents

PART II

OTHER INFORMATION



|Item 1 | Legal Proceedings
|------ | -----------------

We are a party to certain
litigation that we consider routine and incidental to our business. Management does not expect the results of any of these actions to have a material effect on our business, results of operations or financial condition.



|Item 1A | Risk Factors
|------- | ------------

Information regarding risk factors
appears in Part IItem 1ARisk Factors of our report on Form 10-K for the fiscal year ended September 30, 2006. There have been no material changes from the risk factors previously disclosed in our report on Form 10-K.



|Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds
|------ | -----------------------------------------------------------

This item is not applicable.



|Item 3 | Defaults upon Senior Securities
|------ | -------------------------------

This item is not
applicable.



|Item 4 | Submission of Matters to a Vote of Security Holders
|------ | ---------------------------------------------------

On March 7, 2007, UCIs annual meeting of the shareholders was held and the following actions were taken:

Holders of
UCIs common stock represented at the meeting voted to re-elect Jean E. Duke, CPA and Timothy L. Vaughn, CPA to the Board of Directors for terms expiring at the 2010 annual meeting of stockholders, as follows:



|                       |  |              |  |           |  |                 
|---------------------- |  | ------------ |  | --------- |  | ----------------
|                       |  | NumberVoting |  | For       |  | WithholdApproval
|Jean E. Duke, CPA      |  | 9,263,521    |  | 9,243,929 |  | 19,592          
|Timothy L. Vaughn, CPA |  | 9,263,521    |  | 9,164,003 |  | 99,518          

Holders of UCIs common stock represented at the meeting voted to ratify the appointment of
Scott McElveen, L.L.P. as our independent auditors for the fiscal year ended September 30, 2007, as follows:



|              |  |           |  |         |  |        
|------------- |  | --------- |  | ------- |  | -------
|Number Voting |  | For       |  | Against |  | Abstain
|9,263,521     |  | 9,262,777 |  | 586     |  | 158    



16



---

##### Table of Contents

Holders of UCIs common stock represented at the meeting voted to approve the 2007 Equity Incentive
Plan, as follows:



|              |  |           |  |         |  |         |  |                
|------------- |  | --------- |  | ------- |  | ------- |  | ---------------
|Number Voting |  | For       |  | Against |  | Abstain |  | Broker Non-Vote
|9,263,521     |  | 7,321,290 |  | 117,730 |  | 2,350   |  | 1,822,151      

Holders of UCIs common stock represented at the meeting voted not to approve the 2007
Non-Employee Director Stock Plan, as follows:



|              |  |         |  |           |  |         |  |                
|------------- |  | ------- |  | --------- |  | ------- |  | ---------------
|Number Voting |  | For     |  | Against   |  | Abstain |  | Broker Non-Vote
|9,263,521     |  | 592,278 |  | 6,845,333 |  | 3,759   |  | 1,822,151      



|Item 5 | Other Information
|------ | -----------------

This item is not applicable.



|Item 6 | Exhibits
|------ | --------

31.1 Certification of Chief Executive
Officer Pursuant to Rule 13a-14(a) of the Exchange Act.

31.2 Certification of Chief Financial Officer and Principal Accounting Officer
Pursuant to Rule 13a-14(a) of the Exchange Act.

32.1 Certification of Chief Executive Officer and Chief Financial Officer and Principal
Accounting Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1 Press Release dated May 10, 2007.



17



---

##### Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.



|                                      |  |  |  |                              |  | 
|------------------------------------- |  |  |  | ---------------------------- |  | 
|UCI Medical Affiliates, Inc.          |  |  |  |                              |  | 
|(Registrant)                          |  |  |  |                              |  | 
|                                      |  |  | 
|/s/ D. Michael Stout, M.D.            |  |  |  | /s/ Jerry F. Wells, Jr., CPA |  | 
|D. Michael Stout, M.D.                |  |  |  | Jerry F. Wells, Jr., CPA     |  | 
|President and Chief Executive Officer |  |  |  | Executive Vice President,    |  | 
|                                      |  |  |  | Chief Financial Officer and  |  | 
|                                      |  |  |  | Principal Accounting Officer |  | 

Date: May 10, 2007



18