U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   (Mark One)

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2002

                                       OR

          [ ] 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 0-21178

                              U.S. BIOMEDICAL CORP.
        (Exact Name of Small Business Issuer as Specified in its Charter)

                  Delaware                                 13-3626613
         (State or Other Jurisdiction of       (IRS Employer Identification No.)
         Incorporation or Organization)

            300 East 56th Street, Suite 30D, New York, New York 10022
                    (Address of Principal Executive Offices)

                                 (212) 486-7666
                (Issuer's Telephone Number, Including Area Code)

               1385 Broadway, Suite 814, New York, New York 10018
      (Former name, address and fiscal year, if changed since last report)

     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such  shorter  period that  registrant  was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares of each of the issuer's classes of common equity
outstanding as of the latest  practicable date: Common Stock, par value $.01 per
share: 4,948,338 shares outstanding as of February 13, 2003.

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] 2



<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

  PART I.                  FINANCIAL INFORMATION                                                                          Page

                                                                                                                         Number

  Item 1.         FINANCIAL STATEMENTS
<S>                         <C> <C>                                                                                         <C>
                  Balance Sheets as of  December 31, 2002 (unaudited)
                  and March 31, 2002.                                                                                       3

                  Statements of Operations (unaudited) for the three and nine months ended December 31,
                  2002 and December 31, 2001                                                                                5

                  Statements of Cash Flows (unaudited) for the nine months ended December 31, 2002 and
                  December 31, 2001                                                                                         6

                  Notes to Financial Statements                                                                             7

  Item 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF  OPERATIONS                    9

  Item 3.         Control and Procedures                                                                                   23









</TABLE>

<PAGE>

                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

<TABLE>
<CAPTION>
                                                            BALANCE SHEETS
                                              As of December 31, 2002 and March 31, 2002
                                                              (Unaudited)


                                                                                               Dec. 31,            March 31,
                                                                                                 2002                2002
                                                                                            ----------------    ----------------

                                                                ASSETS

         CURRENT ASSETS:
<S>                                                                                               <C>                <C>
           Cash                                                                                   $ -                $      26
           Prepaid expenses and other current assets                                                 3,746               3,746
                                                                                            ----------------    ----------------
         Total current assets                                                                        3,746               3,772
                                                                                            ----------------    ----------------

         FURNITURE, FIXTURES AND EQUIPMENT
           Furniture, fixtures and equipment                                                        38,152              38,152
           Accumulated depreciation on furniture, fixtures and equipment                           (38,152)            (38,152)
                                                                                            ----------------    ----------------
           Furniture, fixtures and equipment - Net
                                                                                                         0                   0
                                                                                            ----------------    ----------------

         OTHER ASSETS
           Due from affiliates                                                                     324,546             333,546
           Deposits and other assets                                                                     -               7,220
                                                                                            ----------------    ----------------
           Total other assets                                                                      324,546             340,766
                                                                                            ----------------    ----------------


                   Total Assets                                                             $      328,292         $   344,538
                                                                                            ================    ================
</TABLE>


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

                                        3
<PAGE>
                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

                                 BALANCE SHEETS
                   As of December 31, 2002 and March 31, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                            Dec. 31,             March 31,
                                                                                              2002                 2002
                                                                                        -----------------    ------------------

                       LIABILITIES AND STOCKHOLDERS' EQUITY

      CURRENT LIABILITIES:
<S>                                                                                            <C>                  <C>
         Accounts payable                                                                      $ 9,658              $ 60,623
         Accrued expenses and other current liabilities                                         42,186                55,586
         Due to affiliated company                                                             230,987               230,987
         Due to Officer                                                                        315,164               234,369
                                                                                        -----------------    ------------------

                 Total current liabilities                                                     597,995               581,565
                                                                                        -----------------    ------------------
      Total liabilities                                                                        597,995               581,565
                                                                                        -----------------    ------------------

      STOCKHOLDERS' EQUITY:
        Common stock, $.01 par value; 500,000,000 shares
            authorized, 4,948,338 shares issued and outstanding at
            December 31, 2002 and 10,000,000 shares authorized, 4,550,234 shares
            issued and outstanding at March 31, 2002
        Preferred stock, $.001 par value; 10,000,000 shares authorized, no shares               49,483               45,502
            issued and outstanding at December 31, 2002.

          Additional paid-in capital                                                         8,139,348            8,101,329
          Retained earnings (Deficit)                                                       (8,458,534)          (8,383,858)
                                                                                        -----------------    ------------------

                 Total stockholders' equity                                                   (269,703)            (237,027)
                                                                                        -----------------    ------------------

                 Total liabilities and stockholders' equity                             $      328,292            $ 344,538
                                                                                        =================    ==================


</TABLE>


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

                                        4


<PAGE>
                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

<TABLE>
<CAPTION>

                             STATEMENT OF OPERATIONS
                                   (Unaudited)


                                                         For the Three Months Ended                  For the Nine months Ended
                                                    --------------------------------------     -------------------------------------
                                                        Dec. 31,             Dec. 31,             Dec. 31,              Dec. 31,
                                                          2002                 2001                 2002                  2001
                                                    ------------------    ----------------     ----------------     ----------------
Operating expenses:
<S>                                                 <C>                      <C>                  <C>                   <C>
  Operating expenses                                $          4,000         $    17,537             $ 74,676              $ 53,067
                                                    ------------------    ----------------     ----------------     ----------------
         Total operating expenses                              4,000              17,537               74,676                53,067
                                                    ------------------    ----------------     ----------------     ----------------
Operating income (loss)                                       (4,000)            (17,537)             (74,676)              (53,067)
Other income:
         Interest and other income                                -                    3                   -                      5
                                                    ------------------    ----------------     ----------------     ----------------

Net loss                                                   $  (4,000)          $ (17,534)           $ (74,676)            $ (53,062)
                                                    ==================    ================     ================     ================


Calculation of basic and diluted common share
and share equivalents:
  Basic and diluted loss per common share and
share equivalent                                            $  (.001)           $  (.004)             $  (.02)             $  (.012)
                                                    ==================    ================     ================     ================

Weighted average number of common shares
outstanding                                                4,948,338           4,550,234            4,771,403             4,550,234
                                                    ==================    ================     ================     ================

</TABLE>

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

                                        5
<PAGE>
                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

                             STATEMENT OF CASH FLOWS
                           Increase (Decrease) in Cash
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                      For the Nine months ended
                                                                                                  ----------------------------------
                                                                                                     Dec. 31,           Dec. 31,
                                                                                                       2002               2001
                                                                                                  ---------------     --------------
      CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                               <C>                      <C>
      Net loss                                                                                    $   (74,676)             $(53,062)
                                                                                                  ---------------     --------------
      Adjustments to reconcile net loss to cash (used) provided for operating
         activities:
      Changes in assets and liabilities:
        (Increase) decrease in security deposits                                                          7,220                -
         Decrease in prepaid and other current assets                                                        -                1,943
         Increase (decrease) in accounts payable                                                        (50,965)            (17,180)
         Increase (decrease) in accrued expenses and other liabilities                                  (13,400)            (92,245)
                                                                                                  ---------------     --------------
                Total adjustments                                                                       (57,145)           (107,482)
                                                                                                  ---------------     --------------
                Net cash provided (used) by operating activities                                       (131,821)           (160,544)
                                                                                                  ---------------     --------------

      CASH FLOWS FROM FINANCING ACTIVITIES:
         Loans and advances - affiliates                                                                  9,000             111,938
         Loans and exchanges - officer                                                                   80,795              48,466
        Issuance of common shares                                                                        42,000                -
                                                                                                  ---------------     --------------
                Net cash provided by (used for) investing activities                                    131,795             160,404
                                                                                                  ---------------     --------------

      NET INCREASE (DECREASE) IN CASH                                                                       (26)               (140)
                                                                                                  ---------------     --------------

      Cash, beginning of period                                                                              26                 618
                                                                                                  ---------------     --------------

      Cash, end of period                                                                         $           0       $         478
                                                                                                  ===============     ==============

      Supplemental disclosure of cash flow information:
      Interest paid                                                                               $          -        $        -
                                                                                                  ===============     ==============
      Taxes paid                                                                                  $          -        $         455
                                                                                                  ===============     ==============
</TABLE>
     The accompanying notes are an integral part of these consolidated financial
statements

                                        6

<PAGE>
                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

                          NOTES TO FINANCIAL STATEMENTS



NOTE 1 -          DESCRIPTION OF COMPANY:

     U.S  Biomedical  Corp.   (Formerly  United  Textiles  &  Toys  Corp.)  (the
"Company")  is a  Delaware  corporation  which was  organized  in March 1991 and
commenced   operations  in  October  1991.   The  Company   formerly   designed,
manufactured, and marketed a variety of lower priced women's dresses, gowns, and
separates (blouses, camisoles, jackets, skirts, and pants) for special occasions
and formal events.  In April 1998, the Company ceased all operating  activities;
it now operates solely as a holding company.

NOTE 2 -          INTERIM RESULTS AND BASIS OF PRESENTATION:

     The accompanying unaudited financial statements as of December 31, 2002 and
for the three and nine month periods then ended have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the  instructions  to Form  10-QSB and Items 303 and 310 of  Regulation
S-B. In the opinion of management,  the unaudited financial statements have been
prepared on the same basis as the annual  financial  statements  and reflect all
adjustments,  which  include  only normal  recurring  adjustments,  necessary to
present fairly the financial position as of December 31, 2002 and the results of
operations  and cash flows for the three and nine month periods then ended.  The
financial  data and other  information  disclosed  in these notes to the interim
financial statements related to these periods are unaudited. The results for the
nine months  ended  December  31,  2002 are not  necessarily  indicative  of the
results to be expected for any subsequent quarter or the entire fiscal year. The
balance  sheet at March 31, 2002 has been  derived  from the  audited  financial
statements at that date.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted  pursuant  to  the  Securities  and  Exchange
Commission's  rules and regulations.  The Company  believes,  however,  that the
disclosures  in this report are adequate to make the  information  presented not
misleading in any material respect. The accompanying financial statements should
be read in conjunction with the audited  financial  statements of U.S Biomedical
Corp.  (Formerly  United  Textiles & Toys  Corp.) as of March 31, 2002 and notes
thereto  included  in the  Company's  report on Form  10-KSB  as filed  with the
Securities and Exchange Commission.

     The accompanying  financial statements have been prepared assuming that the
Company will  continue as a going  concern,  which  contemplates  continuity  of
operations,  realization  of  assets  and  satisfaction  of  liabilities  in the
ordinary  course of  business.  The  accompanying  financial  statements  do not
include any adjustments relating to the recoverability and classification of the
carrying  amount  of  recorded  assets  or  the  amount  and  classification  of
liabilities  that might  result  should the  Company be unable to  continue as a
going concern.

                                       7
<PAGE>
                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 3 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

a.       Use of Estimates:

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect the reported amounts of assets and liabilities, revenues
and expenses and disclosure of contingent  assets and liabilities at the date of
the financial statements. Actual amounts could differ from those estimates.

b.       Concentration of Credit Risk:

     Financial   instruments   that   potentially   subject   the   Company   to
concentrations of credit risk consist  primarily of cash and affiliated  company
receivables.  The Company maintains, at this time, deposits in federally insured
financial institutions.

c.       Fair value of Financial Instruments:

     The carrying amount of the Company's financial  instruments,  consisting of
cash,  accounts  receivable,  accounts payable and borrowings  approximate their
fair value due to the relatively short maturity (90 days) of these instruments.

d.       Fixed Assets and Depreciation:

     Furniture and fixtures are recorded at cost. Depreciation is provided using
the straight-line  method over the estimated useful lives of the related assets.
Maintenance and repairs are charged to operations as incurred.

e.       Statements of Cash Flows:

     For purposes of the  statements  of cash flows,  the Company  considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents.

f.       Income Taxes:

     The Company  accounts  for income  taxes in  accordance  with  Statement of
Financial  Standards  (SFAS) No. 109,  "Accounting  for Income Taxes."  Deferred
income taxes are recognized upon the differences between financial statement and
income tax bases of assets and liabilities using enacted rates in effect for the
year in which the differences are expected to reverse.  Valuation allowances are
established,  when  necessary,  to reduce the  deferred tax assets to the amount
expected to be realized.

                                       8
<PAGE>
                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

                          NOTES TO FINANCIAL STATEMENTS


Note 3-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

f.       Income Taxes: (continued)

     The  provision for income taxes  represents  the tax payable for the period
and the  change  during  the period in  deferred  tax  assets  and  liabilities,
including the effect of change in the valuation allowance, if any.

g.       Net Loss Per Share:

     During the three-month  period ended December 31, 1997, the Company adopted
the  provisions  of SFAS No. 128,  "Earnings  Per  Share,"  which  requires  the
disclosure of "basic" and "diluted"  earnings  (loss) per share.  Basic earnings
(loss) per share is computed  by dividing  net income  (loss),  by the  weighted
average number of common shares outstanding.

     Diluted earnings (loss) per share is similar in calculation except that the
weighted  average number of common shares is increased to reflect the effects of
potential additional shares that would result from the exercise of stock options
or other convertible  instruments.  For the three and nine months ended December
31, 2002 and December 31, 2001 there were no items of  potential  dilution  that
would impact on the computation of diluted earnings or loss per share.

     The following  summarizes  the components of the basic and diluted loss per
common share and share equivalents:

                                         Nine Months Ended December 31,
                                        -----------------------------
                                             2002            2001
                                        ------------- --------------

Net loss applicable to common shares       $ (.02)        $ (.012)
                                        ============= ==============

h.       Impairment of Long-Lived Assets:

     SFAS No.  121,  Accounting  for the  Impairment  of  Long-Lived  Assets and
Long-Lived Assets to be Disposed of, requires that long-lived assets and certain
identifiable  intangibles  to be held  and used by an  entity  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable. The Company has adopted SFAS
No. 121.  There were no long lived assets  impairment  recognized by the Company
for the three months ended December 31, 2002 and December 31, 2001.

                                       9
<PAGE>
                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 3-    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

i.       Effect of New Accounting Pronouncements:

     The Company does not believe that any recently issued but not yet effective
accounting  standards,  have  a  material  effect  on  the  Company's  financial
position, results of operation and cash flows.


NOTE 4 -          INVESTMENT BY MULTIMEDIA CONCEPTS INTERNATIONAL, INC.:

     On January 2, 1998, the Company issued 3,571,429 shares of its common stock
to  Multimedia  Concepts  International,  Inc., a company of which the Company's
President  is also  President,  Chief  Executive  Officer,  and a Director.  The
issuance  of these  common  shares at a price of $.28 per share  ($.01 above the
closing price on December 31, 1997) represented payment for $1,000,000 loaned to
the Company by Multimedia Concepts International, Inc.

     As a result of this transaction,  Multimedia Concepts International,  Inc.,
owns 78.5% of the outstanding shares of common stock of the Company, effectively
making the Company a subsidiary of Multimedia Concepts International, Inc.

     On January 20, 1998,  U.S.  Stores  acquired  1,465,000  shares  Multimedia
Concepts  International,  Inc.'s common stock.  U.S. Stores was  incorporated on
November 10, 1997.  The  Company's  president is also  President and Director of
U.S. Stores.  In December 2001 US Stores divested of its ownership in Multimedia
International  Concepts,  Inc.  The  shares  were  sold to  numerous  individual
investors, none of whom acquired a significant interest in Multimedia.


NOTE 5 -          INVESTMENT IN AFFILIATED COMPANY:

     The Company's  investment  in Play Co. Toys &  Entertainment  Corp.  ("Play
Co.") was accounted for on the equity method of  accounting.  Its investment was
reduced to zero as a result of Play Co.'s continued  losses.  On March 28, 2001,
Play Co. filed for  protection  under Chapter 11 of the US Bankruptcy  code. The
filing was subsequently converted into a Chapter 7 filing in August 2002.

                                       10



<PAGE>
                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

                          NOTES TO FINANCIAL STATEMENTS



NOTE 6-  RELATED PARTY TRANSACTIONS

     The Company has historically had an arrangement with its parent  Multimedia
Concepts International,  Inc. and its subsidiary, US Apparel Corp., in which the
companies fund each other with working capital.

     As of December 31, 2002,  the Company  recorded an  outstanding  receivable
from Multimedia Concepts  International,  Inc. in the amount of $324,546.  As of
March 31, 2002 the balance due from Multimedia Concepts International,  Inc. was
$333,546.

     The Company's  President has provided  funding for working  capital.  As of
December 31, 2002,  the amount due this  officer was  $315,164.  As of March 31,
2002, the Company was indebted to this officer in the amount of $234,369.

NOTE 7-  LITIGATION INVOLVING THE COMPANY'S PRESIDENT

     In August  2001,  the  United  States  Attorney's  Office  for the  Eastern
District of New York of the United  States  District  Court issued an indictment
against the Company's  president  Ilan Arbel and eleven other  individuals.  The
indictment charged Mr. Arbel with violations  related to the issuance,  sale and
purchase  of  securities,   including  the  Securities  of  Multimedia  Concepts
International, Inc.

     Specifically, Mr. Arbel was named in 13 counts of a 51-count indictment. Mr
Arbel was charged with one count of conspiracy to commit  securities  fraud; two
counts of securities  fraud; on count of conspiracy to commit money  laundering;
one count of conspiracy to engage in unlawful monetary  transactions.  And eight
counts of money laundering.

     Mr.  Arbel has pled not  guilty  and  intends  to  vigorously  contest  the
allegations  and  he  believes  that  the  allegations  are  without  merit.  An
unfavorable  resolution  of the matter could  adversely  impact the value of the
Company's securities, and could prevent Mr. Arbel form rendering services to, or
continuing his affiliation with the Company.


NOTE 8-  AMENDMENT TO THE ARTICLES OF INCORPORATION

     On May 23,  2002,  the  majority  stockholders  of the Company  approved an
amendment to the Company's  Certificate of  Incorporation to increase the number
of  authorized  shares  of Common  Stock  from  10,000,000  to  500,000,000,  to
authorize the creation of 10,000,000 shares of "blank check" preferred stock and
to  change  the  Company's  name  from  United  Textiles  & Toys  Corp.  to U.S.
Biomedical  Corp.  The  Company  currently  has  authorized   capital  stock  of
10,000,000  shares  and  approximately  4,948,338  shares  of  Common  Stock are
outstanding as of the Record Date.

                                       11
<PAGE>
                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 8-  AMENDMENT TO THE ARTICLES OF INCORPORATION (CONTINUED)

     The Board  believes  that the increase in  authorized  common  shares would
provide the Company greater  flexibility  with respect to the Company's  capital
structure  for such  purposes as additional  equity  financing,  and stock based
acquisitions.  The Company  anticipates  that the "blank check"  preferred stock
will be  designated  into  classes as deemed  appropriate  by the Company in the
future.

Change of the Company's Name

     The  amendment  to the  Company's  Articles  of  incorporation  changed the
Company's name from United  Textiles & Toys Corp. to U.S.  Biomedical  Corp. The
Company changed its name to U.S. Biomedical Corp. in anticipation of potentially
merging with a company in the medical field.

Increase In Authorized Common Stock

     The terms of the  additional  shares of Common  Stock will be  identical to
those of the  currently  outstanding  shares of Common Stock.  However,  because
holders of Common Stock have no  preemptive  rights to purchase or subscribe for
any unissued stock of the company,  the issuance of additional  shares of common
Stock will reduce the current stockholders' percentage ownership interest in the
total  outstanding  shares of Common Stock.  This  amendment and the creation of
additional  shares of authorized  common stock will not alter the current number
of issued shares.  The relative  rights and  limitations of the shares of Common
Stock will remain unchanged under this amendment.

     As of the  record  date,  a total  of  4,948,338  shares  of the  Company's
currently   authorized   10,000,000  shares  of  Common  Stock  are  issued  and
outstanding.  The increase in the number of  authorized  but unissued  shares of
Common Stock would enable the Company,  without further stockholder approval, to
issue shares form time to time as may be required for proper business  purposes,
such as raising  additional capital for ongoing  operations,  business and asset
acquisitions,  stock splits and dividends,  present and future employee  benefit
programs and other corporate purposes.

     One of the  effects  of the  amendment  might  be to  enable  the  Board of
Directors to render it more  difficult  to, or  discourage an attempt to, obtain
control of the  Company by means of a merger,  tender  offer,  proxy  contest or
otherwise, and thereby protect the continuity of present management.

                                       12
<PAGE>
                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 8-  AMENDMENT TO THE ARTICLES OF INCORPORATION (CONTINUED)

Creation Of Blank Check Preferred Stock

     The Board of Directors  would,  unless  prohibited by applicable  law, have
additional  shares of Common  Stock  available to effect  transactions  (such as
private placements) in would thereby dilute the interest of any party attempting
to gain control of the Company.  Such action could  discourage an acquisition of
the Company, which stockholders might view as desirable.

     The  amendment  to the  Articles of  Incorporation  will create  10,000,000
authorized  shares of "blank check" preferred  stock. The proposed  Amendment to
the Articles of Incorporation.

     The term " blank  check"  refers  to  preferred  stock,  the  creation  and
issuance of which is  authorized in advance by the  stockholders  and the terms,
rights and  features of which are  determined  by the board of  directors of the
Company upon issuance.  The  authorization  of such blank check  preferred stock
would permit the Board of Directors to authorize and issue  preferred stock from
time to tome in one or more series.

     Subject to the provisions of the Company's Amended and Restated Articles of
Incorporation  and the  limitations  prescribed  by law,  the board of directors
would be expressly authorized,  at its discretion, to adopt resolutions to issue
shares,  to fix the  number  of  shares  and to  change  the  number  of  shares
constituting  any  series  and to  provide  for or  change  the  voting  powers,
designations, preferences and relative, participating, optional or other special
rights, qualifications,  limitations or restrictions thereof, including dividend
rights (including  whether the dividends are cumulative),  dividend rates, terms
of redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation  preferences of the shares constituting any series of the
preferred  stock,  in  each  case  without  any  further  action  or vote by the
stockholders. The board of directors would be required to make any determination
to  issue  shares  of  preferred  stock  based on its  judgement  as to the best
interests of the Company and its stockholders. The board of directors is seeking
stockholder  approval of an  amendment to the  Articles of  Incorporation  which
would give the board of  directors  flexibility,  without  further  stockholders
action,  to issue  preferred  stock on such terms and conditions as the board of
directors deems to be in the best interests of the Company and its stockholders.

     The amendment will provide the Company with increased financial flexibility
in meeting future capital  requirements by providing another type of security in
addition to its Common Stock,  as it will allow  preferred stock to be available
for issuance from time to time and with such features as determined by the board
of directors for any proper corporate purpose.

     It is anticipated that such purpose may include exchanging  preferred stock
for Common Stock and, without limitation, may include the issuance for cash as a
means of obtaining capital for use by the Company, or issuance as part or all of
the  consideration  required to be paid by the Company for acquisitions of other
businesses or assets.

                                       13
<PAGE>
                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 8-  AMENDMENT TO THE ARTICLES OF INCORPORATION (CONTINUED)

Creation Of Blank Check Preferred Stock (Continued)

     Any issuance of preferred  stock with voting  rights  could,  under certain
circumstances,  have the effect of delaying or preventing a change in control of
the Company by increasing thee number of outstanding shares entitled to vote and
by  increasing  the  number  of  outstanding  shares  entitled  to  vote  and by
increasing  the number of votes  required  to approve a change in control of the
Company.  Shares of voting or convertible  preferred  stock could be issued,  or
rights to purchase  such shares  could be issued,  to render more  difficult  or
discourage  an  attempt to obtain  control  of the  Company by means of a tender
offer, proxy contest, merger or otherwise. The ability of the board of directors
to issue  such  additional  shares  of  preferred  stock,  with the  rights  and
preferences  it deems  advisable,  could  discourage  an  attempt  by a party to
acquire  control of the Company by tender offer or other means.  Such  issuances
could therefore deprive  stockholders of benefits that could result form such an
attempt, such as the realization of a premium over the market price that such an
attempt could cause.

     Moreover,  the issuance of such  additional  shares of  preferred  stock to
persons  friendly  to the board of  directors  could make it more  difficult  to
remove incumbent  managers and directors from office even if such change were to
be favorable to stockholders generally.

     While the  amendment  may have  anti-takeover  ramifications,  the board of
directors  believes  that the  financial  flexibility  offered by the  amendment
outweighs  any  disadvantages.  To  the  extent  that  the  amendment  may  have
anti-takeover  effects,  the amendment may encourage  persons seeking to acquire
the Company to negotiate directly with the board of directors enabling the board
of directors to consider the proposed  transaction  in a manner that best serves
the stockholders' interests.

     The Company's  majority  stockholders also approved the 2002 Employee Stock
Option Plan (the "2002 Option Plan") pursuant to which options to purchase up to
50,000,000 shares of common stock may be issued  thereunder.  The following is a
summary of principal features of the 2002 Option Plan.


NOTE 9-  2002 EMPLOYEE STOCK OPTION PLAN

                  General

     On May 23, 2002, the Company's majority  Stockholders approved the creation
of the 2002 Employee Stock Option Plan. Under the 2002 option Plan,  options may
be granted  which are intended to qualify as  Incentive  Stock  Options  ("ISO")
under Section 422 of the Internal  Revenue Code of 1986 (the  "Code").  The 2002
Option Plan is not a qualified deferred  compensation plan under Section 401 (a)
of the Internal Revenue Income Security Act of 1974 ("ERISA").

                                       14
<PAGE>
                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 9-  2002 EMPLOYEE STOCK OPTION PLAN (CONTINUED)


Purpose

     The  primary  purpose of the 2002  Option Plan is to attract and retain the
best available  personnel for the Company in order to promote the success of the
Company's  future  business  that it  selects  to enter  and to  facilitate  the
ownership  of the  Company's  stock by employees at such time as the Company has
employees..

Administration

     The 2002  Option  Plan,  will be  administered  by the  Company's  Board of
Directors,  as the Board of  Directors  may be composed  from time to time.  All
question  of  interpretation  of the  2002  Option  Plan are  determined  by the
determination by a majority of the members of the Board of Directors.

     Notwithstanding  the foregoing,  the Board of Directors may at any time, or
from time to time, appoint a committee (the "Committee") of at least two members
of the Board of  Directors,  and delegate to the  Committee the authority of the
Board of Directors to administer the Plan. Upon such appointment and delegation,
the Committee  shall have all the powers,  privileges and duties of the Board of
Directors,  and  shall  be  substituted  for  the  Board  of  Directors,  in the
administration of the Plan, subject to certain limitations.

     Members of the Board of Directors who are eligible  employees are permitted
to participate in the 2002 Option Plan,  provided that any such eligible  member
may not vote on any matter affecting the  administration of the 2002 Option Plan
or the grant of any option pursuant to it, or serve on a committee  appointed to
administer  the 2002 Option  Plan.  In the event that any member of the Board of
Directors is at any time not a "disinterested  person", as defined in Rule 16b-3
(c) (3) (i)  promulgated  pursuant to the  Securities  Exchange Act of 1934, the
Plan  shall  not be  administered  by the  Board of  Directors,  and may only by
administered by a Committee, all the members of which are disinterested persons,
as so defined.


Eligibility

     Under the 2002  Option  Plan,  options  may be  granted  to key  employees,
officers,  directors  or  consultants  of the  Company,  as provided in the 2002
Option Plan.




                                       15

<PAGE>
                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 9-  2002 EMPLOYEE STOCK OPTION PLAN  (CONTINUED)


Terms Of Options

     The term of each  Option  granted  under the Plan shall be  contained  in a
stock option agreement between the Optionee and the Company and such terms shall
be determined by the Board of Directors  consistent  with the  provisions of the
Plan, including the following:

     a) Purchase Price.  The purchase price of the Common Shares subject to each
ISO  shall  not be less  than the fair  market  value  (as set forth in the 2002
Option Plan), or in the case of the grant of an ISO to a Principal  Stockholder,
not less that 100% of fair market  value of such Common  Shares at the time such
Option is granted.  The purchase Price of the Common Shares subject to each Non-
ISO shall be determined at the time such Option is granted,  but in no case less
than 85% of the fair market Value of such Common  Shares at the time such Option
is granted. The purchase price of the Common Shares subject to each Non-ISO.

     b) Vesting.  The dates on which each Option (or portion  thereof)  shall be
exercisable  and the  conditions  precedent to such  exercise,  if any, shall be
fixed by the Board of Directors,  in its discretion,  at the time such Option is
granted.

     c) Expiration. The expiration of each Option shall be fixed by the Board of
Directors,  in its  discretion,  at the time such  Option is  granted;  however,
unless otherwise determined by the Board of Directors at the time such Option is
granted,  an Option  shall be  exercisable  for tem (10) years after the date on
which it was granted (the "Grant Date"). Each Option shall be subject to earlier
termination  as expressly  provided in the 2002 Option Plan or as  determined by
the Board of Directors, in its discretion, at the time such Option is granted.

     d) Transferability.  No Option shall be transferable, except by will or the
laws of descent and  distributions,  and any Option may be exercised  during the
lifetime of the Optionee only by him. No Option  granted under the Plan shall be
subject to execution, attachment or other process.

     e) Option Adjustments. The aggregate number and class of shares as to which
Options may be granted  under the Plan,  the number and class shares  covered by
each  outstanding  Option and the exercise  price per share thereof (but not the
total price), and all such Options,  shall each be proportionately  adjusted for
any  increase  decrease in the number of issued  Common  Shares  resulting  from
split-up  spin-off or consolidation of shares or any like Capital  adjustment or
the payment of any stock dividend.

     Except as otherwise  provided in the 2002 Option Plan,  any Option  granted
hereunder shall terminate in the event of a merger,  consolidation,  acquisition
of property or stock, separation,  reorganization or liquidation of the Company.
However,  the  Optionee  shall  have  the  right  immediately  prior to any such
transaction  to  exercise  his  Option in whole or in part  notwithstanding  any
otherwise applicable vesting requirements.

                                       16
<PAGE>
                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 9-  2002 EMPLOYEE STOCK OPTION PLAN (CONTINUED)

Terms Of Options (continued)

     f) Termination,  Modification and Amendment.  The 2002 Option Plan (but not
Options  previously  granted under the Plan) shall terminate ten (10) years from
the earlier of the date of its adoption by the Board of Directors or the date on
which the Plan is approved by the affirmative  vote of the holders of a majority
of the  outstanding  shares of capital  stock of the  Company  entitled  to vote
thereon,  and no Option shall be granted  after  termination  of the 2002 Option
Plan. Subject to certain  restrictions,  the 2002 Option Plan may at any time be
terminated and from time to time be modified or amended by the affirmative  vote
of the holders of a majority of the  outstanding  shares of the capital stock of
the Company present, or represented, and entitled to vote at a meeting duly held
in accordance with the applicable laws of the State of Nevada.

Restrictions of Resale

     Certain  officers  and  directors  of  the  company  may  be  deemed  to be
"affiliates"  of the Company as that term is defined under the  Securities  Act.
The Common  Stock  acquired  under the 2002 Option Plan by an  affiliate  may be
reoffered  or resold only  pursuant to an  effective  registration  statement or
pursuant  to Rule 144 under the  Securities  Act or another  exemption  form the
registration requirements of the Securities Act.


NOTE 10- DUE TO AFFILIATED COMPANIES

     On June 6, 2002, the Company  entered into an agreement with Multimedia and
European  American  Capital  Corp.  ("EACC").  Pursuant  to  the  terms  of  the
Agreement,  EACC  acquired  3,299,808  shares of common stock of  Multimedia  in
exchange for the release by EACC of a debt in the amount of $230,986.59  owed by
the  Company to EACC (the  "Debt").  In  consideration  for the  issuance of the
3,299,808  shares of common stock,  the Company  entered into a promissory  note
whereby it agreed to pay to Multimedia the amount of $239,986.59. As directed by
EACC, the 3,299,808  shares of common stock were issued to CBA Capital Corp. Due
to Mr.  Arbel's  position as an executive  officer  and/or  director  and/or his
direct or beneficial  ownership  interest in each of the  companies  involved in
this  transaction,  each of the  companies  are under the common  control of Mr.
Arbel.


                                       17

<PAGE>
                              U.S. BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 11- CONSULTING AGREEMENT

     On August 12, 2002, the company signed an agreement with a media consulting
firm in  Germany  whereby  this  company  agreed to  perform  various  media and
promotional  services  in  Germany  on  behalf of the  Company.  The term of the
agreement was for on year commencing on the date of the contract.

     The cost of the  agreement  to the  Company  was  $42,000,  payable  by the
Company issuing to this firm,  398,104 shares of its $.01 par value common stock
prior to the initiation of services to be performed by this firm

     The Common Stock was issued by the Company in two components as follows:

     1. 68,104 shares of free trading unrestricted common shares.


     2. 330,000 shares of restricted common shares.

     The  restricted  common  shares  cannot be  transferred  without  the prior
written consent of the Company.

     To date,  the  Company  is  alleging  that this firm has not  provided  the
quality of  services  that the  agreement  calls for,  and in the opinion of the
Company, this firm has breached the agreement by non-performance and the Company
is  presently  in the  process of  pursuing  legal steps in order to recover the
shares issued to this firm.


                                       18
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULT OF OPERATIONS

Statements contained in this report which are not historical facts may be
considered forward-looking information with respect to plans, projections, or
future performance of the Company as defined under the Private Securities
litigation Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties which could cause actual results to differ materially
from those projected. The words "anticipate", "believe", "estimate", "expect",
"objective", and "think" or similar expressions used herein are intended to
identify forward-looking statements. The forward-looking statements are based on
the Company's current views and assumptions and involve risks and uncertainties
that include, among other things, the effects of the Company's business, actions
of competitors, changes in laws and regulations, including accounting standards,
employee relations, customer demand, prices of purchased raw material and parts,
domestic economic conditions, including housing starts and changes in consumer
disposable income , and foreign economic conditions, including currency rate
fluctuations. Some or all of the facts are beyond the Company's control.

The following discussion and analysis should be read in conjunction with
the consolidated financial statements and related footnotes which provide
additional information concerning the Company's financial activities and
condition.


Critical Accounting Policies

     a. Use of Estimates:

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect the reported amounts of assets and liabilities, revenues
and expenses and disclosure of contingent  assets and liabilities at the date of
the financial statements. Actual amounts could differ from those estimates.

     b. Concentration of Credit Risk:

     Financial   instruments   that   potentially   subject   the   Company   to
concentrations of credit risk consist  primarily of cash and affiliated  company
receivables.  The Company maintains, at this time, deposits in federally insured
financial institutions.

     c. Fair value of Financial Instruments:

     The carrying amount of the Company's financial  instruments,  consisting of
cash,  accounts  receivable,  accounts payable and borrowings  approximate their
fair value due to the relatively short maturity (90 days) of these instruments.

     d. Fixed Assets and Depreciation:

     Furniture and fixtures are recorded at cost. Depreciation is provided using
the straight-line  method over the estimated useful lives of the related assets.
Maintenance and repairs are charged to operations as incurred.


                                       19


<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULT OF OPERATIONS

Critical Accounting Policies (continued)


     e. Statements of Cash Flows:

     For purposes of the  statements  of cash flows,  the Company  considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents.

     f. Income Taxes:

     The Company  accounts  for income  taxes in  accordance  with  Statement of
Financial  Standards  (SFAS) No. 109,  "Accounting  for Income Taxes."  Deferred
income taxes are recognized upon the differences between financial statement and
income tax bases of assets and liabilities using enacted rates in effect for the
year in which the differences are expected to reverse.  Valuation allowances are
established,  when  necessary,  to reduce the  deferred tax assets to the amount
expected to be realized.

     The  provision for income taxes  represents  the tax payable for the period
and the  change  during  the period in  deferred  tax  assets  and  liabilities,
including the effect of change in the valuation allowance, if any.

     g. Net Loss Per Share:

     During the three-month  period ended December 31, 1997, the Company adopted
the  provisions  of SFAS No. 128,  "Earnings  Per  Share,"  which  requires  the
disclosure of "basic" and "diluted"  earnings  (loss) per share.  Basic earnings
(loss) per share is computed  by dividing  net income  (loss),  by the  weighted
average number of common shares outstanding.

     Diluted earnings (loss) per share is similar in calculation except that the
weighted  average number of common shares is increased to reflect the effects of
potential additional shares that would result from the exercise of stock options
or other  convertible  instruments.  For the nine months ended December 31, 2002
and  December  31,  2001 there were no items of  potential  dilution  that would
impact on the computation of diluted earnings or loss per share.

     h. Impairment of Long-Lived Assets:

     SFAS No.  121,  Accounting  for the  Impairment  of  Long-Lived  Assets and
Long-Lived Assets to be Disposed of, requires that long-lived assets and certain
identifiable  intangibles  to be held  and used by an  entity  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable. The Company has adopted SFAS
No. 121.  There were no long lived assets  impairment  recognized by the Company
for the nine months ended December 31, 2002 and December 31, 2001.

     i. Effect of New Accounting Pronouncements:

     The Company does not believe that any recently issued but not yet effective
accounting  standards,  have  a  material  effect  on  the  Company's  financial
position, results of operation and cash flows.


                                       20
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULT OF OPERATIONS


Results of Operations

Three months ended December 31, 2002 compared to the three months ended
December 31, 2001:

     Operating expenses were $4,000 for the three months ended December 31, 2002
as  compared to $17,537 for the three  months  ended  December  31,  2001.  This
decrease of $13,537,  or 78%, was primarily due to limited operating  activities
during the  current  three  month  period.  A  comparative  listing of  selected
operating expenses for the two periods is as follows:

                                              Dec. 31,            Dec. 31,
                                                2002                2001
                                           ----------------    ---------------

  Salaries                                 $           -              $ 2,925
  Professional fees                                  4,000              5,000
  Transfer agent fees                                  -                1,591
  Other expenses                                       -                8,021
                                           ----------------    ---------------
  Total                                             $4,000            $17,537
                                           ================    ===============

     For the three months ended  December 31, 2002,  the Company  reported a net
loss of $4,000,  or basic loss per share of .01,  as  compared  to a net loss of
$17,537,  or a basic loss per share of $.004 for the three  months  December 31,
2001.

Nine months ended December 31, 2002 compared to nine months ended December
31, 2001

     Operating  expenses  were  $74,676 for the nine months  ended  December 31,
2002, as compared to $53,067 for the nine months ended  December 31, 2001.  This
increase of $21,609 or 41%, was due to the payment of consulting  fees for media
services as well as professional fees in the current nine month period.

     The Company  incurred no interest expense in the nine months ended December
31, 2002, as well as in the corresponding nine months ended December 31, 2001.



                                       21
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULT OF OPERATIONS (CONTINUED)


Liquidity and Capital Resources

     At December 31, 2002, the Company reported cash and cash equivalents of $0,
working capital deficit of $594,249,  and stockholders'  equity of $(269,703) as
compared  to cash  and cash  equivalents  of $26,  working  capital  deficit  of
$577,793, and stockholders' equity of $(237,027) at March 31, 2002.

     The Company used from  operating  activities,  $131,821 for the nine months
ended  December 31, 2002 and  $160,544  for the nine months  ended  December 31,
2001.

     The Company provided $131,795 from financing activities for the nine months
ended  December 31, 2002 and  $160,404  for the nine months  ended  December 31,
2001.  The  primary  source of these  funds  were  additional  loans made to the
Company by an officer of the Company.

     As a result, cash decreased $26 for the nine months ended December 31, 2002
and decreased $140 for the nine months ended December 31, 2001.

     For the nine months ended  December 31,  2002,  the Company  reported a net
loss of $74,676, or basic earnings deficit per share of $(.02), as compared to a
net loss of $53,062,  or a basic  earnings  deficit per share of $.012,  for the
nine months  ended  December 31, 2001.  The  weighted  average  number of common
shares used in the computation of basic earnings per share was 4,771,403 for the
nine months  ended  December  31, 2002 and  4,550,234  for the nine months ended
December 31, 2001.


Trends Affecting Liquidity, Capital Resources and Operations

     Since the Company is ostensibly a holding company, there are no trends that
will affect liquidity, capital resources, and operations.

                                       22
<PAGE>
ITEM 3-CONTROLS AND PROCEDURES

     As of December 31, 2002, an evaluation was performed  under the supervision
and with the  participation of the Company's,  Chief Executive Officer and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Company's  disclosure  controls and procedures.  Based on that  evaluation,  The
Company's Chief Executive  Officer and Chief Financial  Officer,  concluded that
the Company's disclosure,  our disclosure controls and procedures were effective
as of December 31, 2002, there have been no significant changes in the Company's
internal  controls  or in other  factors  that  could  significantly  affect our
internal controls subsequent to December 31, 2002.















                                      -23-
<PAGE>
PART II. OTHER INFORMATION

Item 1. Legal Proceedings

         None

Item 2. Changes in Securities and Use of Proceeds

         None

Item 3. Defaults Upon Senior Securities

         None

Item 4. Submission of Matters to a Vote of Security Holders

         None

Item 5. Other Information

         None

Item 6. Exhibits and Reports on Form 8-K

a)       Exhibit

     99.1  Certification  by Ilan  Arbel,  Chief  Executive  Officer  and  Chief
           Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
           pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

b)       Reports

                  None








                                      -24-

<PAGE>
Item 6.   Exhibits and Reports on Form 8-K
(a)      Exhibit 99.1

     Certification  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

(b)      Reports on Form 8-K during Quarter

       None

     The Company did not file any Reports on Form 8-K during the last quarter of
the period covered by this Report.



                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant has
duly  cause  this  report  on Form  10QSB  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized.

                              U.S BIOMEDICAL CORP.
                     (FORMERLY UNITED TEXTILES & TOYS CORP.)
            (A Subsidiary of Multimedia Concepts International, Inc.)

                                  (Registrant)


                                       /s/ Ilan Arbel                   2/19/03
                                           Ilan Arbel                    Date
                                           President
                                           Chief Financial Officer




















                                      -25-