SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 F O R M 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION l3 OR l5(d) OF
     THE SECURITIES EXCHANGE ACT OF l934

For the fiscal year ended December 31, 2001
                                       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 33-37674-NY

                          ISOTOPE SOLUTIONS GROUP, INC.
             (Exact name of registrant as specified in its charter)

           New York                                   11-3023098
 (State or other jurisdiction of        (I.R.S. Employer Identification No.)
  incorporation or organization)

    700 Stewart Avenue, Garden City, New York              11530
    (Address of principal executive offices)             (Zip Code)

       Registrant's telephone number, including area code: (516) 222-7749

Securities registered pursuant to Section 12(b) of the Act:
Title of each class               Name of each exchange on which registered
-------------------               -----------------------------------------
     N/A                                         N/A

Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock, par value $0.001 per share.

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

         Yes |X|              No  |_|

         Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.  |X|

         The issuer's revenues for the year ended December 31, 2001 were
$954,267

         The aggregate market value of voting stock held by non-affiliates of
the registrant on March 20, 2002, was approximately $7,475,768. On such date,
the last sale price of registrant's common stock was $1.40 per share. While such
market value excludes the market value of shares that may be beneficially owned
by executive officers and directors, this should not be construed as indicating
that all such persons are affiliates.

         As of March 20, 2002, there were 11,052,232 shares of common stock
outstanding.

Documents Incorporated by Reference

         The information required in Part II by Items 9, 10, 1

incorporated by reference to the issuer's proxy statement in connection with the
annual meeting of shareholders to be held in June 2002, which will be filed by
the issuer within 120 days after the close of its fiscal year.

Transitional Small Business Disclosure Format (check one)

         Yes  |_|        No  |X|


<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

General

         We were organized as a New York corporation in 1990 under the name "EDG
Capital, Inc." for the purpose of investing in any and all types of assets,
properties and businesses. Until we acquired Isotope Solutions Inc. ("ISI") in
2000, we had not engaged in any business operations.

         On November 14, 2001, we changed our name from "EDG Capital, Inc." to
"Isotope Solutions Group, Inc."

Acquisition of ISI

         On September 13, 2000, we acquired Isotope Solutions Inc., a New York
corporation formerly known as "Molecular Radiation Management, Inc." To effect
the acquisition, all of ISI's outstanding capital stock, excluding its treasury
stock, which was canceled, was converted into the right to receive an aggregate
of 7,440,005 shares of our common stock, and ISI was merged into our
wholly-owned subsidiary, MRM Merger Sub, Inc., with ISI being the surviving
corporation. Contemporaneously with the acquisition, we effected a
2.57315-for-one stock split in the form of a stock dividend payable to
shareholders of record on August 23, 2000, and raised gross proceeds of
$2,100,000 in a private placement of 2,603,844 shares of common stock at a price
of $.8065 per share. All share and per share numbers in this proxy statement
have been adjusted to effect the acquisition of ISI and the stock split.

         In connection with the acquisition of ISI, Linda Green and Seth Green
resigned as members of our then existing board of directors, the board of
directors was increased to six persons and Jack Schwartzberg, Shraga David
Aranoff, Robert G. M. Keating, Gail Shields, Jay M. Haft and Maurice Kolodin,
all nominees of the former shareholders of ISI, became the new directors to fill
the vacancies on the board.

         On January 5, 2001, Robert G.M. Keating and Maurice Kolodin resigned
from the board and on January 15, 2001, Gail Shields resigned from the board. On
January 15, 2001, the remaining directors elected Stanley F. Barshay to fill one
of the vacancies on the board. The size of the board was reduced to five persons
by resolution adopted at a meeting of the board held on January 22, 2001.
Subsequently, on May 4, 2001, the board elected Harry Barnett to fill the
remaining vacancy on the board.

Operations

         Nuclear Pharmaceutical Research and Development

         Cancer, Chemotherapy and Radiation Oncology

         Cancer is a disease involving the reproduction and division of the
body's cells. Normally, all cells divide and reproduce themselves in a
controlled manner. In cancer, however, cells multiply uncontrollably and form a
lump, known as a tumor, or excess white blood cells, as in leukemia.
Occasionally cancer cells break away from a tumor and travel to other parts of
the body through the bloodstream or the fine channels of the lymphatic system.
When these cancer cells reach other parts of the body they may settle and start
to develop into new tumors, known as secondary cancers or metastases.

         Chemotherapy is the use of drugs to destroy cancer cells. A typical
chemotherapy treatment involves the use of one or several drugs from an array of
about 50 different available drugs. Chemotherapy drugs work by inhibiting a
cancerous cell's ability to divide and reproduce itself, so that it eventually

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dies. Unfortunately, chemotherapy drugs may also affect normal cells in the body
and cause unpleasant side effects that typically disappear shortly after
treatment completion.

         Radiation oncology is the treatment of cancer through radiation, either
alone or in combination with other treatments such as surgery and chemotherapy.
The goal of radiation therapy is to direct a precise amount of radiation to the
tumor volume while minimizing injury to nearby healthy tissue, providing for the
destruction of the tumor, while minimizing uncomfortable side effects.

         Using our patents, we are developing the following two anti-cancer
technologies:

         Radioactive Cisplatin Technology

         Barnett Rosenberg, a biophysicist at Michigan State University, first
discovered non-radioactive cisplatin's potential as an anti-cancer agent in
1961. While testing electromagnetic effects on cell division, Mr. Rosenberg
discovered that dichlorodiamineplatinum, a platinum-based drug known as
cisplatin, blocked the division of cells exposed to the drug. Over the next 18
years, scientists worldwide researched and developed cisplatin, hoping that the
drug would control cancerous cells' unchecked division. Researchers found that
the drug not only slowed cell division, but also slowed the repair of
radiation-induced damage, shrinking cancerous tumors, allowing more oxygen to
reach cells, and sensitizing the cells to further radiation treatments.
Cisplatin went on to become a top-selling cancer drug used in the treatment of
many cancerous tumors.

         The radioactive cisplatin used in our Radioactive Cisplatin technology,
195mPt-Cisplatin, is chemically identical to standard cisplatin except that the
platinum it contains has been made radioactive. Radioactive Cisplatin is
designed to deliver high doses of radioactivity directly into the tumor cells.

         We believe that our Radioactive Cisplatin technology will take
advantage of cisplatin's ability to bind directly to tumor cell DNA and will
deliver intense, localized radiation within solid tumors. We believe that this
should minimize injury to surrounding tissues and organs.

         In June 2000, Dr. Stanley E. Order was granted patent No. 6,074,626 by
the U.S. Patent and Trademark Office covering "Radioactive Cisplatin in the
Treatment of Cancer." In March 1999, Dr. Order assigned the application for this
patent to ISI in consideration for ISI's agreement to provide services under the
management/license agreement between ISI and Stanley E. Order, M.D., P.C. We
paid Dr. Order one dollar for the assignment of this patent. We are not
obligated to pay him or his medical group any royalties in the future. As a
result of this assignment, ISI owns all rights to the Radioactive Cisplatin
technology described in Dr. Order's patent.

         The Food and Drug Administration requires that new drugs undergo
thorough clinical testing before granting approval for the marketing of the
drugs. The length and number of the required studies depends on many factors,
including the type of drug and the condition being treated. Another factor
influencing the duration of studies is the ability to recruit, in a timely
manner, a sufficient number of patients with the condition to be treated. In
addition, as with all research, the outcome of research studies cannot be
predicted with certainty. We describe the process for obtaining FDA approval of
a new drug in more detail in the section of this prospectus entitled "Business -
Government Regulation."

         In July 2000, Iso-Tex Diagnostics, a Texas based radio-pharmaceutical
company, informed us that it had successfully produced and tested a batch of the
Radioactive Cisplatin used in our Radioactive Cisplatin technology, and it
believed it would be able to provide us with the materials we will need to
commence clinical trials. We do not have any formal agreement with Iso-Tex
Diagnostics and obtain the Radioactive Cisplatin from them on an as-needed
basis. In August 2000, the Center for Molecular Medicine retained a third party,
Chesapeake Regulatory Group, to prepare an Investigational New Drug Application

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to file with the FDA. In May 2001, ISI entered into a similar agreement with
Chesapeake Regulatory Group that replaced the agreement between the Center for
Molecular Medicine and Chesapeake Regulatory Group. On June 4, 2001, ISI filed
an IND with the FDA seeking permission to conduct clinical studies of the use of
Radioactive Cisplatin in the treatment of liver cancer. We intend to expand the
IND in the future to include clinical studies of the drug in the treatment of
bladder, lung, brain, gastric, head and neck, pancreatic and esophageal cancer.
We may also expand the IND to include clinical studies of the drug in the
treatment of gynecological, breast, colon and prostate cancer. On July 9, 2001,
we received FDA approval to commence the clinical studies. We have begun to
incur significant expenses in connection with the launch of the Phase I studies,
including expenses for the manufacture of Radioactive Cisplatin, quality
assurance and processing costs, clinical studies administration, marketing to
attract patients, website development and translation, foreign patent
protection, and additional administrative personnel, office space and equipment.
We expect that these costs may exceed $5,000,000 during the first year of the
studies.

         We will need data from a minimum of three clinical studies of our
Radioactive Cisplatin technology in order to demonstrate to the FDA that this
technology is safe and effective. We expect that the initial study will be a 15
patient Phase I safety study that will last up to two years. The medical groups
we manage are presently preparing this Phase I study and we expect that it will
commence in the second quarter of 2002. We expect that the medical groups we
manage will need to conduct two Phase II studies, involving perhaps 60 patients
each, to determine the proper dose, effectiveness, and safety of the technology.
We expect that the Phase II studies, which may last several years, will involve
various solid tumor cancers. It is possible that a Phase III study may be
necessary depending on the results of the Phase II studies. Because we do not
know how much research will be required in order to support approval of this
technology, we cannot be certain how long it will take or how much additional
costs we will incur before we can market this technology for these indications.

         From 1997 through December 31, 2001, we incurred an aggregate of
approximately $673,000 in research and development costs relating to our
Radioactive Cisplatin technology.

         Colloidal P32/MAA Use And Delivery System

         Our colloidal P32 macro-aggregated albumin use and delivery system uses
a protective albumin integration to allow direct injection of colloidal P32/MAA
into tumors without damaging healthy surrounding tissue. Colloidal P32 is an
isotope of phosphorus made into a colloid. A colloid is a substance resembling
glue that is sticky to human tissue. In addition, as a colloid the particles of
P32 are larger in size so that they cannot circulate within the body as easily
as the non-colloidal form. Macro-aggregated albumin is derived from human
albumin, which is a normal protein in the blood. The albumin is heated slightly
to make it into larger particles. The direct injection of colloidal P32/MAA can
deliver over 300 times the normal radiation dosage available through
conventional external beam radiation without debilitating side effects.
Moreover, the radioactive albumin is distributed evenly throughout the tumor to
microscopic cells that are often unreachable with standard radiation methods.

         In June 1995 Dr. Stanley E. Order was granted patent No. 5,424,288 by
the U.S. Patent and Trademark Office covering a "Method of Treating Solid Tumor
Cancers Utilizing Macro Aggregated Proteins and Colloidal Radioactive
Phosphorus." In July 1996 Dr. Order was granted Patent No. 5,538,726 by the U.S.
Patent and Trademark Office covering a "Method and Compositions for Delivering
Cytotoxic Agents to Cancer." In March 1999 and August 2000, Dr. Order formally
assigned patents Nos. 5,424,288 and 5,538,726 to ISI in each case in
consideration for ISI's agreement to provide services under the
management/license agreement between ISI and Stanley E. Order, M.D., P.C. Both
of these patents had been orally assigned to ISI by Dr. Order in December 1997
when the parties entered into the management/license agreement. We paid Dr.
Order one dollar for the assignment of each of these patents. Dr. Order assigned
the patents to us because we agreed to help him establish a practice and to
provide the space, supplies, equipment and working capital advances, pursuant to

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<PAGE>

the management/license agreement, to enable him to do so. We are not obligated
to pay him or his medical group any royalties in the future. As a result of
these assignments, ISI owns all rights to the colloidal P32/MAA technology
described in Dr. Order's patents.

         The Center for Molecular Medicine and Mitchell E. Levine, M.D., P.C.,
d/b/a Center for Neuro-Oncology, have used our colloidal P32/MAA use and
delivery system to assist in treating lethal cancers. In addition, one other
center conducting clinical trials in the United States and two other centers
conducting research in Europe are using the technology with our permission. In
the United States, Dr. Gary Stillwagon, M.D., of Northside Hospital in Johnston
Ferry, Georgia, and in Europe, The Department of Radiology, Oncology & Clinical
Immunology of Uppsala University in Uppsala, Sweden, and the Department of
Radiation Oncology and Nuclear Radiation of the Institut Jules Bordet, Centre
des Tumeurs de l'Universite Libre de Bruxelles in Brussels, Belgium, are
conducting research using the colloidal P32/MAA technology. We do not have any
written agreements with these centers.

         The medical groups we manage have conducted Phase I and II National
Cancer Institute-listed clinical trials of our colloidal P32/MAA use and
delivery system in various treatment applications, including pancreatic, lung,
colon, head and neck and brain cancers.

         The medical groups we manage have enrolled over 115 patients in three
separate studies of our colloidal P32/MAA technology. One study, a Phase II
study involving pancreatic cancer that has not previously been treated using
other methodologies, is nearing completion. We expect that a second Phase II
study, involving pancreatic cancer that has previously been treated using other
methodologies, will be completed in approximately two years. We expect that the
third study, a Phase I study involving brain cancer, will be completed in
approximately three to six months. We expect that Phase II studies in brain
cancer, which will follow the Phase I study, will take an additional two to
three years. The researchers in the medical groups we manage are continuing to
accrue and treat patients in the Phase II study of pancreatic cancer that has
not previously been treated with other methodologies and are analyzing the data
gathered in the study. Once patient accrual and treatment and data analysis are
complete, we intend to approach the FDA regarding the adequacy of this data to
support approval of the product for this indication. We intend to approach the
FDA regarding the adequacy of the data from the other Phase II studies once the
studies and the analysis of the data gathered in the studies have been
completed. It is possible that the FDA may require that a Phase III study be
conducted for one or more of these indications. Because we do not know how much
additional research will be required in order to support approval of this
technology for each of these indications, we cannot be certain how long it will
take or how much additional costs we will incur before we can market this
technology for these indications.

         The studies being conducted by the Center for Molecular Medicine and
the Center for Neuro-Oncology have included the treatment of non-resectable
(non-removable) pancreatic cancer, high-grade brain tumors, non-small cell lung
cancer, recurrent colon cancer and head and neck tumors. In conjunction with
these studies, physicians associated with these groups have conducted more than
650 colloidal P32/MAA infusion procedures during the past ten years. The Phase
I/II clinical trials of our colloidal P32/MAA brachytherapy treatment for
non-resectable pancreatic cancer and other solid tumors have produced promising
results. Brachytherapy means short distance therapy and refers to the fact that
isotopes can be used for therapy in a limited area of the body. Phase I results
achieved a median survival of one year, comparing favorably with Gemzar(R), a
chemotherapeutic drug produced by Eli Lilly and Company that has a 5.7-month
median survival. Subsequently, the ongoing Phase II study has yielded
significant interim data. The two longest pancreatic cancer survivors in Phase
II are cancer free more than five and six years, respectively, after receiving
treatment.

         Research Expenses

         From 1997 through December 31, 2001, we incurred an aggregate of
approximately $1,925,000 in research and development costs relating to our
colloidal P32/MAA technology.

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         Although we provide the medical groups with the supplies they need to
conduct the clinical studies, we recoup the costs of these supplies through the
management fees we receive from the medical groups. The medical groups bill the
patients participating in the studies for the treatments they are given.
Consequently, the patients, and their insurance companies, provide revenue to
the medical groups, who in turn pay us management and licensing fees, thus
providing partial funding in support of the clinical studies of our nuclear
pharmaceuticals. If we were to conduct this research on our own, without the
medical groups, the costs would be prohibitive since they would not be offset by
the license fees and management fees derived from the treatment of patients that
we receive from the medical groups.

         The medical groups receive payment by the patients' insurance companies
and other payors for treatments and procedures that, while part of the study
being conducted, are accepted treatments and procedures that would normally be a
part of the treatment protocol for these patients in the absence of the drug or
methodology being studied. For example, a patient participating in the study may
receive treatments of colloidal P32/MAA, radiation and chemotherapy. The medical
groups would receive payment for the radiation and chemotherapy treatments, and
for the application of the colloidal P32/MAA.

         Prior to November 2000, the Center for Molecular Medicine and the other
medical groups conducting clinical studies of colloidal P32/MAA also charged
patients for the colloidal P32/MAA administered to them. In November 2000, the
FDA asked Dr. Stanley Order to submit an Investigational New Drug Application
for colloidal P32/MAA. The FDA asked Dr. Order, rather than ISI, to file the IND
because Dr. Order was the principal researcher for the clinical studies. For
that reason, and because the FDA's request was directed to Dr. Order, we asked
Dr. Order to file the IND. Dr. Order, through the Center for Molecular Medicine,
filed the IND in November 2000. On December 21, 2000, the FDA advised Dr. Order
and the Center for Molecular Medicine that because of the higher dosages and
novel ways in which the drug was administered in the studies, the colloidal
P32/MAA as administered in the studies was a new drug within the meaning of the
FDA's regulations and asked Dr. Order and the Center for Molecular Medicine to
submit a request for permission to charge for the drug. The FDA's regulations
require persons conducting studies of new drugs that are the subject of an IND
to obtain the FDA's permission before charging participants in the studies for
the costs of the drug administered to them. Dr. Order and the Center for
Molecular Medicine have submitted a request for permission to charge patients
for the colloidal P32/MAA administered in the studies. Until such permission is
obtained, however, the medical groups we manage are not charging patients for
the colloidal P32/MAA administered to them. Prior to November 2000, the medical
groups charged patients in the clinical studies an aggregate of approximately
$300,000 for colloidal P32/MAA administered in the studies. If patients, or
their insurance providers, who paid for the colloidal P32/MAA administered in
the studies successfully claim that the medical groups were not entitled to
charge for the colloidal P32/MAA administered to the patients, the medical
groups could be liable to repay the amounts charged. If the medical groups are
required to repay these charges the medical groups may have difficulty paying us
the fees they owe us.

                  In the future we may license our collodial P32/MAA technology
and certain related non-proprietary technologies to various radiation oncology
facilities. We believe that radiation oncology facilities may be willing to pay
license fees to us in order to participate in our clinical studies of these
technologies and obtain access to patients who wish to be treated with these
technologies. By participating in our studies, these radiation oncology
facilities could receive payments from the patients' insurance companies or
other payors for services that would normally be a part of the treatment
protocol for these patients in the absence of the technology being studied. We
believe that the participation of these radiation oncology facilities in the
studies may help accelerate data collection for the studies and perhaps
ultimately result in earlier approval of these technologies by the FDA.
Traditionally, however, radiation oncology facilities and other medical groups
do not pay to participate in studies of new technologies prior to the approval
of such technologies by the FDA, but rather are typically paid by drug
developers to do so. We cannot assure you that we will be able to persuade
radiation oncology facilities to pay us license fees to participate in clinical
studies of our technologies.

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         We are also considering entering into joint development arrangements
with established biotechnology and pharmaceutical companies seeking promising
new technologies, or with established radiopharmaceutical companies seeking to
improve their product pipelines. An arrangement with an established company for
the joint development of one or both of our principal proprietary technologies
could provide us with the necessary funds to accelerate the development of our
Radioactive Cisplatin technology and the other radioactive platinum technologies
in our product pipeline. We have not entered into any joint development
arrangements yet and we cannot assure you that we will be able to do so. Even if
we do enter into a joint development arrangement, we cannot assure you that it
will be beneficial to us.

         Additional Technologies

         In June 2001, Dr. Wayne Court and the Center for Molecular Medicine
filed and assigned to ISI two provisional U.S. patent applications covering nine
new radiopharmaceutical technologies. We are preparing to file full utility U.S.
patent applications covering these nine new radiopharmaceutical technologies.

         These nine new radiopharmaceutical technologies are all platinum-based
drugs that are similar in nature to our Radioactive Cisplatin technology. The
pending applications cover three isotopic forms of the drugs Carboplatin,
Iproplatin and JM216, as follows:

         1.       191Pt-Carboplatin
         2.       193mPt-Carboplatin
         3.       195mPt-Carboplatin
         4.       191Pt-JM216
         5.       193mPt-JM216
         6.       195mPt-JM216
         7.       191Pt-Iproplatin
         8.       193mPt-Iproplatin
         9.       195mPt-Iproplatin

         These technologies are in an early stage of development and we cannot
assure you that we will be able to develop any of them successfully.

         Medical Group Management

         We have long term management/license agreements with two groups of
medical professionals. From September 2000 until July 2001 we also had a
management/license agreement with a third medical group. Pursuant to the
management/license agreements, we provide the medical groups with business,
financial and marketing support while they conduct research and treat patients
using our technologies and traditional cancer treatment techniques. We charge
the medical groups administrative fees for our services and license fees for the
use of our nuclear pharmaceutical technologies in their practices. Each of the
medical groups is organized as a separate legal entity, and we do not own or
control either of them. Fees from the medical groups we manage have generated
approximately $1,968,000 in gross revenues in the two-year period ended December
31, 2001, including $1,754,000 in management fees and $214,000 in license fees.

         Each of the medical groups we manage was formed at the time we entered
into the management/ license agreements with the group. We provided Stanley E.
Order, M.D., P.C., d/b/a Center for Molecular Medicine, and another medical
group, New York Medical Oncology, P.C., d/b/a Center for Medical Oncology, with
the facilities and equipment they required to start their practices. We did not
provide Mitchell E. Levine, M.D., P.C., d/b/a Center for Neuro-Oncology, with
its own facilities and equipment, but instead provided the medical group with
access to the facilities and equipment we provided to the other groups. We have
also provided the medical groups with working capital advances from time to
time. We terminated our management/license agreement with New York Medical

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Oncology, P.C., d/b/a Center for Medical Oncology, in July 2001 when the group's
principal physician, Dr. Ira Braunschweig, left the group to accept a position
in the Oncology Department of Brooklyn Hospital.

         Radiation Oncology Research Group

         In December 1997, we entered into an exclusive, full service, 30-year
management/license agreement with Stanley E. Order, M.D., P.C., d/b/a Center for
Molecular Medicine. The Center for Molecular Medicine, which occupies space on
the first floor of 700 Stewart Avenue in Garden City, New York, specializes in
radiation oncology research. Radiation oncology research is the study of the
treatment of tumors through radiation. The Center for Molecular Medicine employs
two physicians, Stanley E. Order, M.D., Sc.D, F.A.C.R. and Wayne S. Court,
Ph.D., M.D.

         Dr. Stanley Order is an internationally acclaimed radiation oncologist.
He is a past president of the American Society for Therapeutic Radiation and
Oncology, a former professor at Harvard Medical School, a past Chairman of the
Radiation Oncology Department at Johns Hopkins University School of Medicine, a
past professor at the Robert Wood Johnson School of Medicine, and most recently
was appointed a clinical professor at the Stony Brook University Medical School.

         Our ability to develop Radioactive Cisplatin, which is in an early
stage of development, depends in part on the efforts of Dr. Stanley E. Order,
who invented this technology. Dr. Order's medical group is conducting the
clinical research needed to support the application for FDA approval of this
technology. If Dr. Order were no longer available or able to assist us, we might
not be able to continue to develop this technology. If we could not continue to
develop Radioactive Cisplatin it would not have a significant effect on our
revenues from our medical group management operations. However, it would reduce
significantly the revenues that we might earn in the future from our nuclear
pharmaceutical technologies. We have $4,000,000 in key person life insurance
covering Dr. Order.

         Dr. Wayne S. Court is a noted radiation oncologist with a Ph.D. in
immunology. Dr. Court was an Assistant Professor at Wayne State University,
served as a resident under Dr. Order at Johns Hopkins, and is the author of
numerous articles, abstracts and protocols.

         Virtually all of the medical procedures performed by Stanley E. Order,
M.D., P.C., d/b/a Center for Molecular Medicine, are performed by Dr. Court. Dr.
Order acts principally in a research capacity and participates in the
administration of medical procedures to the group's patients only on an as
needed basis.

         Pursuant to the management/license agreement with Stanley E. Order,
M.D., P.C., we provide the medical group with a fully equipped and furnished
research laboratory and treatment space and all necessary supplies, including
the components of the nuclear pharmaceuticals. We also provide the medical group
with all clerical personnel and other non-medical personnel necessary to manage
the group's practice and research activities. Pursuant to the agreement, we also
license to the group the methods for treating solid tumor cancers covered by the
patents and provide the group with a range of consulting and practice management
services, including billing and collection.

         The management/license agreement provides that the medical group will
pay us license fees on a monthly basis and management fees on a weekly and
monthly basis. The weekly management fee covers consulting, billing and
collection services and medical supplies. The monthly management fee covers
treatment and laboratory space, furnishings and equipment, clerical services and
staff and managerial and administrative services. The consulting portion of the
weekly management fee is equal to our actual costs plus a percentage of the
medical group's billings. The billing and collection services portion of the
weekly management fee is based upon a percentage of the medical group's
billings. The medical supplies portion of the weekly management fee is equal to
our actual costs plus a percentage of such costs as a markup. The weekly fee

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markup and the monthly license and management fees are set each year in advance
by mutual agreement of the parties. We billed the medical group
management/license fees of $754,530 in 2001, $722,444 in 2000 and $1,297,766 in
1999. The fees billed in 1999 included $148,800 of license fees. On January 1,
2000, we waived all license fees for Stanley E. Order, M.D., P.C., d/b/a Center
for Molecular Medicine, for the year 2000 and agreed that the license fee billed
and paid for 1999 would cover 2000 as well. As a result, we effectively reduced
the license fee for 1999 retroactively by approximately 50%. The fees billed in
2001 included $60,000 of license fees. In December 2001 we set the license fee
for 2002 at $60,000.

         The medical group paid us $4,569 in 2001, $671,187 in 2000 and
$1,353,950 in 1999 against the fees billed. As of December 31, 2001, the medical
group owed us approximately $1,237,000. The medical group has not paid a
substantial portion of the fees due us because the number of patients treated by
it declined significantly in 2001. This decline is largely attributable to the
commencement of formal FDA clinical trials of the P32/MAA technology in December
2000, which resulted in limitations on patient enrollment and eligibility. Since
the medical group has not been able to pay the management fee, we have reserved
the entire balance of $1,237,000. At December 31, 2001, the medical group was
owed approximately $193,000 for services rendered to its patients. We intend to
carry the amounts owed by the medical group forward. For 2002, the medical group
is obligated to pay us a monthly fee of $9,500. The monthly fee includes a
management fee of $4,500 and a license fee of $5,000 for the license of the
colloidal P32/MAA technology. The monthly license fee for the Radioactive
Cisplatin technology has not yet been set. This fee will be determined before
clinical trials of this technology commence.

         We provided Stanley E. Order, M.D., P.C., d/b/a Center for Molecular
Medicine, with advances totaling approximately $56,000 in 1997, $64,000 in 1998,
$27,000 in 1999, $75,000 in 2000 and $207,000 in 2001. The medical group repaid
approximately $120,000 of the advances during 1998, $27,000 in 1999, $20,000 in
2000 and $146,000 in 2001. At December 31, 2001, our advances receivable from
Stanley E. Order, M.D., P.C., d/b/a Center for Molecular Medicine, together with
accrued interest of approximately $6,000, amounted to approximately $122,000.

         We may terminate the management/license agreement upon the following
events:

         o        the failure of the medical group to pay any fee required under
                  the agreement;
         o        the failure of the medical group to repay any working capital
                  advances made by us;
         o        the failure of the medical group to maintain professional
                  liability insurance as required by the agreement;
         o        the revocation or suspension of the license to practice
                  medicine in New York State of any of the members of the
                  medical group;
         o        the surrender by all of the members of the medical group of
                  their licenses to practice medicine in New York State;
         o        the filing of criminal charges against any member of the
                  group;
         o        the death of all of the members of the medical group;
         o        the mental or physical disability or incapacity of all members
                  of the medical group that prevents them from rendering
                  services for at least 15 days;
         o        the failure of the medical group to practice medicine for a
                  period of at least five days;
         o        the dissolution of the medical group's professional
                  corporation;
         o        the bankruptcy or insolvency of the medical group;
         o        any impermissible assignment by the medical group of its
                  obligations under the agreement; or
         o        any material breach of the agreement by the medical group that
                  is not cured within 45 days after we give notice of breach, or
                  a longer period if the breach will take longer than 45 days to
                  cure.

         The agreement is terminable by the medical group only upon a material
breach of the agreement by us that is not cured by us within 180 days after
notice of the breach has been given by the medical group.

                                       9
<PAGE>

         The agreement also includes provisions requiring the parties to keep
confidential any proprietary information of the other party and prohibits the
members of the medical group from competing with us or inducing any of our
employees to leave us.

         The agreement provides that in the event the corporate practice of
medicine in New York becomes lawful we will have the right to purchase the
medical group's professional practice for $100.

         In March 2001, we entered into an addendum to the management/license
agreement with Stanley E. Order, M.D., P.C., d/b/a Center for Molecular
Medicine, to clarify that the medical group is obligated to continue its
research relating to our nuclear pharmaceutical technologies and that all right,
title and interest in and to any and all improvements to the nuclear
pharmaceutical technologies that derive from the medical group's research belong
to ISI.

         Neurosurgery / Neuro-Oncology Research Group

         In November 1999, we entered into a 30-year management/license
agreement with Mitchell E. Levine, M.D., P.C., d/b/a Center for Neuro-Oncology.
Dr. Mitchell E. Levine is a neurosurgeon with nearly two decades' experience in
the surgical management of patients with malignant brain tumors. He is currently
the Director of Neurosurgery at New York Hospital, Queens, an attending
physician at North Shore University / Long Island Jewish Hospital, and a
Clinical Assistant Professor in the Department of Neurosurgery at New York
University. Dr. Mitchell E. Levine is the only member of Mitchell E. Levine,
M.D., P.C. Dr. Levine also heads Levine, Overby, Hollis & Eisenberg, a
four-physician private medical group located in Great Neck, New York. We do not
have any relationship with Levine, Overby, Hollis & Eisenberg.

         Neuro-oncology is the study of tumors of the brain and spinal cord.
Neurosurgery is surgery performed on the brain or the spinal cord. A surgeon who
performs neurosurgery is a neurosurgeon.

         Pursuant to the agreement with Mitchell E. Levine, M.D., P.C., we
provide the medical group with access to research laboratories and treatment
facilities of the Center for Molecular Medicine on an as-needed basis, and
provide all necessary supplies, including the components of the nuclear
pharmaceuticals. We also provide the medical group with all clerical personnel
and other non-medical personnel necessary to manage the group's practice and
research activities. Pursuant to the agreement, we also license to the group the
methods for treating solid tumor cancers covered by patents Nos. 5,424,288,
5,538,726 and 6,074,626 and provide the group with a range of consulting and
practice management services, including billing and collection.

         The management/license agreement with Mitchell E. Levine, M.D., P.C.,
provides that the medical group will pay us license fees on a monthly basis and
management fees on a weekly and monthly basis. The weekly management fee covers
consulting, billing and collection services and medical supplies. The monthly
management fee covers treatment and laboratory space, furnishings and equipment,
clerical services and staff and managerial and administrative services. The
consulting portion of the weekly management fee is equal to our actual costs
plus a percentage of the medical group's billings. The billing and collection
services portion of the weekly management fee is based upon a percentage of the
medical group's billings. The medical supplies portion of the weekly management
fee is equal to our actual costs plus a percentage of such costs as a markup.
The weekly fee markup and the monthly license and management fees are set each
year in advance by mutual agreement of the parties. The monthly fees are a fixed
amount determined each year at the beginning of the year. If an understanding
cannot be reached on new fees, then the fees are increased by two factors: the
cost of living adjustment as determined by the U.S. Department of Labor and our
reasonable evaluation as to any increase in its costs. We billed the medical
group fees of $23,925 in 2001 and $73,822 in 2000. The fees billed in 2001
included $14,400 of license fees and the fees billed in 2000 also included
$14,400 of license fees. The medical group pays us as it receives payment for
its services from its patients and their insurance companies. The medical group
paid us $16,800 in 2001 and $4,335 in 2000 against the fees billed. As of
December 31, 2001, the medical group owed us approximately $77,000 against fees

                                       10

<PAGE>

billed in 2001 and 2000. As of December 31, 2001, there was no patient balance
due to the medical group. We intend to carry the amounts owed by the medical
group forward. For 2002, the medical group is obligated to pay us a monthly fee
of $1,500. The monthly fee includes a management fee of $300 and a license fee
of $1,200 for the license of the colloidal P32/MAA technology. The monthly
license fee for the Radioactive Cisplatin technology has not yet been set. This
fee will be determined before clinical trials of this technology commence.

         We provided Mitchell E. Levine, M.D., P.C., d/b/a Center for
Neuro-Oncology, with an advance of approximately $600 in 1999. This advance was
repaid in 2000, and at December 31, 2001, we had no advances receivable from
Mitchell E. Levine, M.D., P.C., d/b/a Center for Neuro-Oncology.

         We may terminate the management/license agreement upon the following
events:

         o        the failure of the medical group to pay any fee required under
                  the agreement;
         o        the failure of the medical group to repay any working capital
                  advances made by us;
         o        the failure of the medical group to maintain professional
                  liability insurance as required by the agreement;
         o        the revocation or suspension of the license to practice
                  medicine in New York State of any of the members of the
                  medical group;
         o        the surrender by any member of the medical group of his or her
                  license to practice medicine in New York State;
         o        the filing of criminal charges against any member of the
                  group;
         o        the death of any member of the medical group;
         o        the mental or physical disability or incapacity of any member
                  of the medical group that prevents the member from rendering
                  services for at least 15 days;
         o        the failure of the medical group to practice medicine for a
                  period of at least 120 consecutive days;
         o        the dissolution of the medical group's professional
                  corporation; o the bankruptcy or insolvency of the medical
                  group;
         o        any impermissible assignment by the medical group of its
                  obligations under the agreement; or
         o        any material breach of the agreement by the medical group that
                  is not cured within 30 days after we give notice of breach, or
                  a longer period if the breach will take longer than 30 days to
                  cure.

         The agreement is terminable by the medical group only upon a material
breach of the agreement by ISI that is not cured by us within 135 days after
notice of the breach has been given by the medical group.

         The agreement also includes provisions requiring the parties to keep
confidential any proprietary information of the other party and prohibits the
members of the medical group from competing with us or inducing any of our
employees to leave us.

         The agreement provides that in the event the corporate practice of
medicine in New York becomes lawful we will have the right to purchase a 50%
ownership interest in the medical group's professional practice for $100.

         In March 2001, we entered into an addendum to the management/license
agreement with Mitchell E. Levine, M.D., P.C., to clarify that the medical group
is obligated to continue its research relating to our nuclear pharmaceutical
technologies and that all right, title and interest in and to all improvements
to the nuclear pharmaceutical technologies that derive from the medical group's
research belong to ISI.

         In January 2000, the Center for Neuro-Oncology, in conjunction with Dr.
Wayne Court and the Center for Molecular Medicine, commenced National Cancer
Institute listed clinical trials using our patented nuclear isotope delivery

                                       11

<PAGE>

technique in recurrent glioblastoma-multiforme, a lethal form of brain tumor. We
have licensed our patents to the Center for Neuro-Oncology. The treatments are
being performed at Long Beach Medical Center, Long Island, New York. The
hospital has purchased and installed stereotaxic framing equipment to
accommodate the procedure.

         Medical Oncology / Hematology Research Group

         In August 2000, we entered into a 30-year management/license agreement
with New York Medical Oncology, P.C., d/b/a Center for Medical Oncology. The
terms of the agreement were substantially the same as the terms of our
agreements with Stanley E. Order, M.D., P.C., d/b/a Center for Molecular
Medicine, and Mitchell E. Levine, M.D., P.C., d/b/a Center for Neuro-Oncology.
We terminated the management/license agreement with New York Medical Oncology,
P.C., d/b/a Center for Medical Oncology, in July 2001 when the group's principal
physician, Dr. Ira Braunschweig, left the group to accept a position in the
Oncology Department of Brooklyn Hospital. We decided not to replace this medical
group but rather to obtain all of our medical oncology needs from third party
medical groups practicing in the Garden City, New York area. We believe that
this approach is more efficient and has not caused any undue hardship for our
two remaining medical groups or their patients.

         As of December 31, 2001, New York Medical Oncology, P.C., d/b/a Center
for Medical Oncology, owed us approximately $321,000 against fees billed in 2001
and 2000. At December 31, 2001, our advances receivable from New York Medical
Oncology, P.C., d/b/a Center for Medical Oncology amounted to approximately
$25,000. At December 31, 2001, New York Medical Oncology, P.C., d/b/a Center for
Medical Oncology was owed approximately $27,000 for services rendered to its
patients. We are entitled, pursuant to the management/license agreement and the
terms of the termination agreement we entered into with New York Medical
Oncology, P.C., d/b/a Center for Medical Oncology, to collect all amounts owed
to the medical group for services rendered to its patients through the
termination date, and to apply such amounts first to the amounts owed to us and
then, if any amounts remain, to pay them to the medical group's owners. As of
December 31, 2001, we had established provisions aggregating approximately
$346,000 to cover all fees owed by the medical group and advances made to the
medical group.

         The management of medical research groups is subject to sophisticated
and complicated governmental regulation. The regulations are susceptible to
varying interpretations. Although we have engaged outside counsel on numerous
occasions in the past, especially for our management/license agreements, there
can be no assurance that we are in compliance with these regulations as they
are, or may be, interpreted in the future by governmental authorities. Any such
adverse interpretations could have a material adverse effect on our business
operations and financial condition.

         We cannot assure you that our existing or future management/license
agreements will lead to the development of technology candidates or technologies
with commercial potential, that we will be able to obtain proprietary rights or
licenses for proprietary rights for our product candidates or technologies
developed in connection with these arrangements, or that we will be able to
protect the confidentiality of proprietary rights and information developed in
such arrangements or prevent the public disclosure thereof.

         Third Party Pharmaceutical Company Clinical Trials

         The medical groups we manage also participate in third-party
pharmaceutical company clinical trials. The Center for Molecular Medicine has
been approved as a site for ImClone Systems Inc.'s national clinical trials of
Erbitux by the institutional review board that monitors the clinical trials. We
do not have any agreements with ImClone Systems, Inc. or any other third party
pharmaceutical company sponsoring the clinical trials. In addition, we do not
have any rights to Erbitux or any of the other drugs used in the third-party
clinical trials. However, because certain portions of the weekly management fees
we charge the medical groups are based in part on a percentage of their

                                       12

<PAGE>

billings, we share in the revenues that the medical groups earn through their
participation in the third-party clinical trials. As with the clinical studies
of our nuclear pharmaceutical technologies, the medical groups receive payment
by the patients' insurance companies and other payors for treatments and
procedures that would normally be a part of the treatment protocol for these
patients in the absence of the drug or methodology being studied, but are not
reimbursed for any investigational drugs administered to the patients unless
such reimbursement has been approved by the FDA. The medical groups also receive
fees from the third party sponsors of the clinical studies for participating in
the studies.

         Erbitux is an antibody that is made by immunizing animals against a
particular material. In the ImClone study, the animals are being immunized
against epidermoid growth factor. Epidermoid growth factor is a material that
feeds cancer by feeding a site on the cancer cell called the epidermoid growth
factor site. Erbitux, also called C225, blocks the epidermoid growth factor
site, thereby blocking the nutrition of the cancer cell. Blocking the nutrition
of the cancer cell helps kill the cancer when combined with drugs or radiation.
ImClone is conducting a Phase III Erbitux study for patients with locally
advanced squamous cell cancer of the head and neck. Squamous cells are one of
the three types of cells found in the human body. Squamous cells are small and
scale-like and exist in the skin and esophagus, among other places. The Center
for Molecular Medicine has executed a clinical study agreement with ImClone to
serve as a site for this study. The Center for Molecular Medicine began to
accrue patients for the study in January 2001.

         The medical groups we manage hope to collaborate with several other
pharmaceutical companies. Nevertheless, the medical groups may not be able to
obtain agreements to participate in additional third party clinical trials.
Participation in third-party clinical trials enhances the stature of the medical
groups in the medical research community and increases the revenues earned by
the medical groups. The applications for selection to participate in third party
clinical trials are made by the medical groups. Typically, the selection process
consists of an inspection of the site by representatives of the third party
pharmaceutical company.

         The testing, manufacturing, marketing and distribution of
biopharmaceutical products carry material risk of product liability. Although
the medical groups we manage each carry medical malpractice insurance, none of
the medical groups currently has product liability or clinical studies liability
insurance. A successful product liability claim against one or more of the
medical groups that is not adequately covered by insurance could cause one or
more of the groups to go out of business, which could reduce our revenues and
delay or even curtail our ability to develop our nuclear pharmaceutical
technologies.

         Business Strategy

         We hope to accomplish the following short-term goals:

         o        Commence clinical trials for Radioactive Cisplatin.
         o        Continue to help medical groups accrue patients and conduct
                  FDA clinical trials for our colloidal P32/MAA technology.
         o        Negotiate additional licensing agreements and expand ongoing
                  FDA clinical trials for our colloidal P32/MAA technology.
         o        Upgrade and further develop the existing website that we have
                  created for the medical groups we manage, located at
                  http://www.cancerhelpcenter.com. We are enhancing this website
                  to describe the various types of research and treatment
                  offered by the medical research groups that we manage. We
                  anticipate that the website will be made interactive to help
                  the medical groups attract patients for the ongoing clinical
                  trials.
         o        Develop a second, corporate website using the registered
                  domain name http://www.isotopesolutions.com. We are actively
                  working with a web design group to produce a corporate website
                  to disseminate information about our corporation, and its
                  technologies and management clients, over the Internet. In
                  addition, we intend to translate both our corporate website
                  and the website we have created for the medical groups we
                  manage into foreign languages to obtain similar information
                  and exposure in Asia and the Middle East.

                                       13

<PAGE>

         o        Develop new radioactive pharmaceuticals for our pipeline and
                  commence animal toxicity studies relating to new radioactive
                  pharmaceuticals.

         We intend to remain focused on the following long-term goals:

         o        Establish the efficacy of Radioactive Cisplatin and establish
                  a marketing and distribution partnership with a major
                  pharmaceutical company.
         o        Develop colloidal P32/MAA kits and a physician-training
                  program to license to other cancer centers and hospitals.
         o        Research and develop new therapeutic nuclear pharmaceuticals
                  and technologies.

         Patents and Proprietary Rights

         We believe that adequate protection of our proprietary technology is a
vital aspect of our business activities. Consequently, we pursue patent
protection for our proprietary technology in the United States and in foreign
countries to the extent we deem necessary to protect development of our
technologies.

         We own three U.S. full utility patents covering our nuclear
pharmaceutical technologies:

         Patent No. 5,424,288, for proprietary technology regarding use of a
"Method of Treating Solid Tumor Cancers Utilizing Macro Aggregated Proteins and
Colloidal Radioactive Phosphorous," was issued to Dr. Stanley E. Order on June
13, 1995, and formally assigned to ISI by Dr. Order in March 1999. The
application for this patent was a continuation-in-part of application Ser. No.
08/183,463, filed on Jan. 19, 1994, entitled "Method and Compositions for
Delivering Cytotoxic Agents to Cancer."

         Patent No. 5,538,726, for proprietary technology regarding a "Method
and Compositions for Delivering Cytotoxic Agents to Cancer," was issued to Dr.
Order on July 23, 1996 and formally assigned by Dr. Order to ISI in August 2000.

         Patent No. 6,074,626, for proprietary technology regarding use of
"Radioactive Cisplatin in the Treatment of Cancer," was issued to Dr. Order on
June 13, 2000. Dr. Order previously assigned the application for this patent to
ISI in March 1999.

         Dr. Order assigned each of these patents to us in consideration of one
dollar and our agreement to provide services under the management/license
agreement with Stanley E. Order, M.D., P.C., d/b/a Center for Molecular
Medicine. Patents 5,424,288 and 5,538,726 had been orally assigned to ISI by Dr.
Order in December 1997 when the parties entered into the management/license
agreement. We are not obligated to pay him or his medical group any royalties in
the future.

         These patents are use patents. Patents Nos. 5,424,288 and 5,538,726
give us exclusive rights to the manner in which we are using the patented
technology to treat cancer. Patent No. 6,074,626 gives us exclusive rights to
the use of Radioactive Cisplatin in the treatment of cancer. These patents do
not give us the right to prevent others from using these drugs in other ways.

         In December 2001 we granted a first priority security interest in
patent No. 6,074,626 to certain investors to whom we sold $130,000 aggregate
principal amount of units, each unit consisting of a convertible promissory note
and a warrant to purchase common stock. The notes are payable on the earliest of
(i) December 26, 2002, (ii) the date of the first closing of a pending private
offering of common stock (iii) the date of consummation of a sale of all or
substantially all of our assets or a merger or consolidation involving Isotope
Solutions Group, Inc. in which Isotope Solutions Group, Inc. is not the
surviving entity, (iv) the date of consummation of the sale or exchange
(including by way of merger) of all or substantially all of our outstanding

                                       14

<PAGE>

shares of common stock, or (v) upon the termination of the pending private
offering of common stock. If we are unable to repay the principal and accrued
interest on these notes when they become due, we could lose our patent rights to
our Radioactive Cisplatin technology.

         In June 2001, Dr. Wayne Court and the Center for Molecular Medicine
filed and assigned to ISI two provisional U.S. patent applications covering nine
new radiopharmaceutical technologies. We are preparing to file full utility U.S.
patent applications covering these nine new radiopharmaceutical technologies.

         These nine new radiopharmaceutical technologies are all platinum-based
drugs that are similar in nature to our Radioactive Cisplatin technology. The
pending applications cover three isotopic forms of the drugs Carboplatin,
Iproplatin and JM216, as follows:

         1.       191Pt-Carboplatin
         2.       193mPt-Carboplatin
         3.       195mPt-Carboplatin
         4.       191Pt-JM216
         5.       193mPt-JM216
         6.       195mPt-JM216
         7.       191Pt-Iproplatin
         8.       193mPt-Iproplatin
         9.       195mPt-Iproplatin

         These technologies are in an early stage of development and we cannot
assure you that we will be able to develop any of them successfully.

         Our success depends in part upon our ability to obtain and maintain
rights to our nuclear pharmaceuticals. We rely on our patents, trade secrets and
trademarks to protect our proprietary rights. It is possible that competitors
may infringe our patents or successfully avoid them through design innovation.
The cost of litigation to uphold the validity of our patents and to prevent
infringement could be substantial and the litigation may consume time and other
resources. Some of our competitors may be better able to sustain the costs of
complex patent litigation because they have substantially greater resources.
Moreover, there is a risk that a court would decide that our patents are not
valid and that we do not have the right to stop a competitor from using our
technologies. There is also the risk that, even if the validity of our patent
were upheld, a court would refuse to stop the other party on the ground that its
activities do not infringe our patents. Policing unauthorized use of our
intellectual property is difficult and expensive, and we may be unable to
prevent misappropriation of our proprietary rights.

         Government Regulation

         United States and international government regulation of the
biopharmaceutical industry is a significant factor in our activities and the
activities of the medical groups we manage. In the United States, the Food and
Drug Administration oversees clinical testing, manufacturing, marketing approval
and promotion of products for human therapeutic use through rigorous mandatory
procedures and safety. The FDA requires satisfaction of several procedures
before it will approve a pharmaceutical product for sale in the United States.
These include preclinical tests, submission of an application for an
Investigational New Drug which must become effective before commencing human
clinical trials, thoroughly documented and supervised human clinical trials to
determine drug safety and efficacy in its intended application, submission and
acceptance of a New Drug Application in the case of drugs, or a Biologics
License Application in the case of biologics, and approval of the New Drug
Application or Biologics License Application before commercial sale or shipment
of the drug or biologic. Biologics are materials derived from natural biology
and used in the treatment of humans. Each domestic drug manufacturer also must
be registered or licensed with the FDA. Domestic manufacturers are also subject

                                       15

<PAGE>

to inspections by the FDA and by other federal, state and local agencies and
must comply with the FDA's Good Manufacturing Practices.

         Clinical trials are typically conducted in three sequential phases,
which may overlap. Phase I clinical studies test dosage and tolerance upon
initial introduction of the drug to humans. Phase II clinical studies document
evaluation of drug safety and efficacy. Phase III trials document large-scale
evaluation of drug safety and efficacy and typically use much larger patient
pools, depending on the type of marketing approval that is sought.

         Clinical testing and the FDA approval process for a new product usually
lasts several years and involves substantial financial and other resources. The
FDA may grant approval of a drug for a particular indication or may grant
approval pending further post-marketing testing. In addition, further clinical
studies may be required to provide additional safety data or to gain approval
for a product application that is different from the product application that
was approved originally. Any safety concerns relating to our technologies may
result in withdrawal of the technologies from the market or restrictions on
their future use.

         Currently, only our colloidal P32/MAA technology is being studied,
since our Radioactive Cisplatin technology has only recently been approved by
the FDA for clinical trials. The medical groups we manage are presently
preparing a Phase I study of our Radioactive Cisplatin technology and we expect
that this study will commence in the second quarter of 2002. The timing of the
commencement of the study will depend primarily on how quickly the medical
groups can attract patients for the study.

         FDA regulations require that all research conducted in humans be
approved by an Institutional Review Board before initiation and during the
course of the study. Institutional Review Board ("IRB") is a term used by the
FDA to refer to independent groups whose function is to review research to
assure the protection of the rights, welfare and safety of human subjects during
clinical studies. All clinical studies pertaining to our colloidal P32/MAA have
received initial and ongoing approval from the appropriate IRBs.

         International biopharmaceutical product sales and distribution are
subject to widely varying regulatory requirements. Generally, the European Union
has coordinated its member states' common standards for clinical testing of new
drugs. Due to differences in regulatory restrictions in the European Union and
other foreign jurisdictions, the time required to obtain regulatory approval
from a foreign country's regulatory agencies may be longer or shorter than that
required for FDA approval.

         The health care industry is subject to extensive federal, state and
local laws and regulations that are not always clear or consistently applied,
and compliance may impose a burden on our operations. Violation of applicable
laws or regulations or involvement in any judicial or regulatory proceeding,
regardless of its merit, could have a material adverse affect on our business,
operating results and financial condition. Government legislation regulating
health care may materially affect the biopharmaceutical industry's
profitability. Federal, state and local officials and legislators, as well as
foreign government officials and legislators, have discussed a variety of health
care system reforms that may affect our revenues. Changes in government
regulation of the health care system could harm our business.

         Competition

         Competition in the biopharmaceutical industry and the cancer treatment
technology arena is intense. Factors such as technology performance, patient
compliance, physician acceptance, ease of use, safety, price, marketing,
distribution and adaptability of administration are crucial to capturing market
position in our industry. Competition may also be based on other companies'
development of alternative products and approaches for the treatment, diagnosis
or prevention of the same diseases as our products.

                                       16
<PAGE>

         Competition from other companies is affected by scientific and
technological factors, the availability of patent protection, the ability to
commercialize technological developments, the ability to obtain government
approval for testing, manufacturing and marketing and the economic factors
resulting from the use of those products. Many companies, both public and
private, including well-known pharmaceutical and chemical companies, virtually
all of which have greater capital resources than we do, are seeking to develop
cancer treatment technologies similar to ours. In addition, colleges,
universities, and public and private research institutions are similarly seeking
to establish proprietary rights to these product technologies.

         We have long-term management/license agreements with each of the
medical groups that we manage. The focus of our business has changed from
medical group management to the development of our nuclear pharmaceuticals.
While we may contract with additional medical groups for the purpose of
conducting new or additional clinical trials of our nuclear pharmaceuticals or
to license our technologies to them, we do not intend to enter into management
agreements with any additional medical groups solely to increase or improve our
revenues or profitability. Our managed medical groups have limited ability to
terminate their management/license agreements with us. However, in the event one
or more of our relationships with the medical groups we manage is terminated, we
may be required to offer our services to other medical groups. In the event we
offer our services to other medical groups, we would face competition from other
providers of medical management services, including hospitals and established
groups of physicians willing to acquire the practices of other physicians. If
one or both of our existing management/license agreements is terminated and we
are unable to enter into management/license agreements with other medical
groups, we could lose a significant portion of our operating revenues and our
ability to develop our nuclear pharmaceutical technologies could be impaired.

         We face established and well-funded competition from other companies
developing cancer treatment technologies. More specifically, we face competition
from other companies developing nuclear pharmaceuticals and
radio-pharmaceuticals for therapeutic purposes. Radio-pharmaceuticals include
nuclear pharmaceuticals, which are drugs that are made radioactive by attaching
or creating an isotope to the drug, and drugs that are made radioactive by
bombarding them with radiation. These competitors include Amersham Health,
Corixa Corporation, Cytogen Corporation, GlaxoSmithKline plc, IDEC Corporation,
MDS Nordion and NeoRx Corporation. To our knowledge, we have no competitors that
are developing nuclear or radio-pharmaceuticals that parallel our technologies.

         Many of our competitors are more familiar with pre-clinical and
clinical product development, as well as government regulatory processes, than
we are. The biopharmaceutical products that we are developing compete with
existing and new drugs designed by established pharmaceutical, chemical, and
academic entities worldwide. Our competitors may have, or may develop and
introduce, new products that would render our technologies and products under
development less competitive, uneconomical or obsolete. Our failure to compete
effectively may materially and adversely affect our business, operating results,
and financial condition.

         Marketing

         We currently promote our services through our managed research medical
groups' activities and their joint website, www.cancerhelpcenter.com, which has
historically received an average of approximately 9,000 hits per week.

         The medical groups that we manage have consulted and treated more than
500 patients over the last four years. We intend to increase marketing efforts
to help these medical groups achieve greater market recognition. One of the ways
we are doing this is by upgrading the website we have created for the medical
groups. We hope that with an improved, interactive, design the website will
attract and help recruit patients for the clinical studies these groups are
conducting.

                                       17
<PAGE>

         We are in the process of upgrading and further developing the website
that we have created for the medical groups we manage. We anticipate that the
website will be made interactive to assist in national and international patient
accrual for the ongoing clinical trials. In addition, we intend to translate the
website into foreign languages to obtain similar information and exposure in
Asia and the Middle East.

         We are developing a second, corporate website using the registered
domain name http://www.isotopesolutions.com. We are working with a web design
group to produce a corporate website to disseminate information about our
corporation, and its technologies and management clients, over the Internet. We
intend to use this website to obtain market and user information about our
technologies and potential licensees of our nuclear pharmaceutical technologies.
We plan to pursue contracts with various companies and consultants to obtain
visibility of the website on major Internet search engines. We also intend to
translate the website into foreign languages to disseminate information
regarding our technologies and gather information about potential licensees of
our nuclear pharmaceutical technologies in Asia and the Middle East.

         We plan to market our nuclear pharmaceutical technologies through the
distribution of kits, establishment of training centers and by licensing the
technologies for use by physicians. We cannot begin marketing these technologies
until they are approved by the FDA.

         We have limited experience in marketing biopharmaceutical products. We
cannot assure you that we will be able to expand our marketing capabilities
successfully. Our inability to establish adequate marketing capabilities may
materially and adversely affect our business operations.

Employees

         We have six full-time employees: two executive officers, and four
employees in administration and finance. None of our employees is currently
covered by a collective bargaining agreement. We believe that our relations with
our employees are good.

ITEM 2. DESCRIPTION OF PROPERTY

         Through ISI, we lease 1,533 square feet of office space on the second
floor of 700 Stewart Avenue, Garden City, New York. The monthly rent is $4,675
and the lease expires in April 2003. We also pay a licensing fee of $25,000 per
month to Nassau Radiologic Group, P.C., for the use of its equipment, office
space and technical support staff at 700 Stewart Avenue (main floor), and at 765
Stewart Avenue, Garden City, New York. This fee is reviewed annually. Nassau
Radiologic Group is one of the largest diagnostic and therapeutic radiology
facilities in the New York metropolitan area. Our licensing agreement with
Nassau Radiologic Group permits us to utilize their full resources in order to
perform our managed research medical groups' treatment protocols.

ITEM 3. LEGAL PROCEEDINGS

         In May 2001, the Company was advised by Dr. Stanley E. Order that
Associates in Radiation Oncology, P.A. had contacted him by letter dated April
30, 2001 and claimed that it was entitled to 50% of all royalties or fees
obtained by Dr. Order from patent No. 5,538,726. Associates in Radiation
Oncology's claim is apparently based on an agreement between Dr. Order and
Cooper Hospital/University Medical Center dated June 5, 1991, pursuant to which
Dr. Order became a clinical professor of radiology at the Robert Wood Johnson
Medical School and a member of Associates in Radiation Oncology. Dr. Order left
the medical school and ended his relationship with Associates in Radiation
Oncology in December 1997, when he formed Stanley E. Order, M.D., P.C., d/b/a/
Center for Molecular Medicine, a medical practice group managed by the Company.
The agreement between Dr. Order and Cooper Hospital/University Medical Center
provided that, in the event that research was carried out with any corporate
entity on a royalty or percentage return basis, Dr. Order would receive 50% of
the income, 25% would be remitted to a certain Radiation Research Fund, which is
now defunct, and 25% would be remitted to Associates in Radiation Oncology. The

                                       18

<PAGE>

agreement also provided that in the event Dr. Order severed his relationship
with Associates in Radiation Oncology, his percentage payment of any royalty
payments or fees would continue. The agreement did not address the ownership or
use of any patents or technology and was silent regarding assignment of any
patents or technology. Associates in Radiation Oncology claims that the fees for
obtaining the patent were paid by Associates in Radiation Oncology with the
presumption of return based on future earnings.

         At present, we are not aware that any litigation has been commenced in
this matter and believe that Associates in Radiation Oncology's claim is without
merit. We believe that we and Dr. Order have meritorious defenses to this claim
and intend to defend against this claim vigorously.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On November 14, 2001, we held a special meeting of shareholders. At the
meeting the following proposals were approved by the vote specified below:

         A proposal was introduced to approve the amendment and restatement of
our certificate of incorporation to change our name to Isotope Solutions Group,
Inc., to authorize us to issue up to 1,000,000 shares of preferred stock, to
authorize our shareholders to act by less than unanimous consent and to effect
certain other changes. This proposal was approved with the following votes:

                Votes For:              8,312,021
                Votes Against:                  0
                Votes Withheld:                 0

         A proposal was introduced to approve an amendment to the 2000 Long-Term
Incentive Plan, increasing the number of shares of common stock available for
issuance upon exercise of options granted or that may be granted to 2,500,000
shares. This proposal was approved with the following votes:

                Votes For:              8,312,021
                Votes Against:                  0
                Votes Withheld:                 0

         A proposal was introduced to approve and consent to certain proposed
payments and/or property transfers to be made pursuant to the employment
agreements between the Company and each of Jack Schwartzberg, our Chief
Executive Officer and President, and Shraga David Aranoff, our Vice President,
Chief Operating Officer and Treasurer. This proposal was approved with the
following votes:

                Votes For:              8,312,021
                Votes Against:                  0
                Votes Withheld:                 0

                                       19

<PAGE>



                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

         Our common stock has been admitted to trading on the OTC Bulletin Board
since February 5, 2001. The following table sets forth, for the periods
indicated, the range of high and low sales prices per share reported on the OTC
Bulletin Board:

        Period Ending                               High        Low
        ---------------------------------------------------------------
        March 31, 2001 (from February 5, 2001)      $ 3.50      $ 2.25
        June 30, 2001                               $ 2.75      $ 2.625
        September 30, 2001                          $ 3.40      $ 2.45
        December 31, 2001                           $ 2.625     $ 2.50
        January 1, 2002 through March 20, 2002      $ 2.50      $ 1.40

         Our common stock trades only sporadically. The public market for our
common stock is limited and you should not assume that these quotations reflect
prices that you might be able to obtain in actual market transactions or in
transactions involving substantial numbers of shares.

         As of March 20, 2002, there were approximately 120 holders of record of
our common stock.

Recent Sales of Unregistered Securities

         The following table sets forth certain information with respect to our
issuance of certain securities during the fourth quarter of 2001 without
registration under the Securities Act:

<TABLE>
<CAPTION>
                                                                                    TERMS OF
                           DATE                                     EXEMPTION      CONVERSION OR      USE OF
    SECURITIES SOLD        SOLD     PURCHASERS    CONSIDERATION     CLAIMED         EXERCISE         PROCEEDS
------------------------- --------- ------------- ---------------- -------------- ------------------ -------------
<S>                      <C>        <C>               <C>          <C>            <C>               <C>
2.6 Units, each           December  Five               $130,000    Section 4(2)   Notes are          Working
consisting of (i) a       26, 2001  accredited                     and Rule 506   convertible into   capital.
convertible promissory              investors                      of             common stock at
note in the principal                                              Regulation D   the rate of
amount of $50,000 and                                                             $2.00 per share
(ii) a common stock                                                               upon the
purchase warrant to                                                               satisfaction of
purchase 12,500 shares                                                            certain
of common stock.                                                                  conditions.

                                                                                  Warrants are
                                                                                  exercisable for
                                                                                  five years at
                                                                                  an exercise
                                                                                  price of $2.00
                                                                                  per share.
</TABLE>




                                       20
<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         Introduction

         We were incorporated in the State of New York on August 13, 1990, and
were considered a development stage company until September 2000. On September
13, 2000, we acquired Isotope Solutions Inc. ("ISI"). On November 14, 2001, we
amended our certificate of incorporation, changing our name from "EDG Capital,
Inc." to "Isotope Solutions Group, Inc."

         We hold all of the outstanding capital stock of ISI (formerly named
Molecular Radiation Management, Inc.). We are a biopharmaceutical company that
began operations in 1998 as a medical group management company. Although most of
our revenues are still derived from our medical group management operations,
today we are focused primarily on the development of nuclear pharmaceutical
technologies for therapeutic use in the treatment of various cancers. With the
help of the medical groups we manage, we are developing two anti-cancer nuclear
pharmaceutical technologies for which we own the U.S. patent rights:
195mPt-Cisplatin ("Radioactive Cisplatin"), a radioactive variation of a
commonly used chemotherapy drug, and colloidal P32 macro-aggregated albumin
("colloidal P32/MAA"), a nuclear-isotope use and delivery system. Pursuant to
long-term contracts with the medical groups, we provide them with business,
financial and marketing support while they conduct research and treat patients
using our technologies and traditional cancer treatment techniques. We charge
the medical groups administrative fees for our services and license fees for the
use of our nuclear pharmaceutical technologies in their practices.

     In June 1995, Dr. Stanley E. Order was granted Patent No. 5,424,288 by the
U.S. Patent and Trademark Office covering a "Method of Treating Solid Tumor
Cancers Utilizing Macro Aggregated Proteins and Colloidal Radioactive
Phosphorus." In July 1996, Dr. Order was granted Patent No. 5,538,726 by the
U.S. Patent and Trademark Office covering a "Method and Compositions for
Delivering Cytotoxic Agents to Cancer." In March 1999, Dr. Order formally
assigned Patent No. 5,424,288 to ISI and in August 2000, Dr. Order formally
assigned Patent No. 5,538,726 to ISI, in each case in consideration for ISI's
agreement to provide services under the management/license agreement between ISI
and Stanley E. Order, M.D., P.C., d/b/a Center for Molecular Medicine ("Center
for Molecular Medicine"). Both of these patents had been orally assigned to ISI
by Dr. Order in December 1997, when the parties entered into the
management/license agreement. We paid Dr. Order one dollar for the assignment of
each of the patents. Dr. Order assigned the patents to us because we agreed to
help him establish a practice and to provide the space, supplies, equipment and
working capital advances, pursuant to the management/license agreement, to
enable him to do so. We provide additional information regarding the working
capital advances we have made to Dr. Order's medical group under "Liquidity and
Capital Resources" below. We are not obligated to pay Dr. Order or his medical
group any royalties in the future. As a result of these assignments, we own all
rights to the colloidal P32/MAA technology described in these patents. These are
use patents, which give us exclusive rights to the manner in which we are using
the drug to treat cancer. The patents do not give us the right to prevent others
from using the drug in other ways.

         In June 2000, Dr. Stanley E. Order was granted Patent No. 6,074,626 by
the U.S. Patent and Trademark Office covering "Radioactive Cisplatin in the
Treatment of Cancer." In March 1999, Dr. Order assigned the application for this
patent to ISI in consideration for our agreement to provide services under the
management/license agreement between ISI and Center for Molecular Medicine. We
paid Dr. Order one dollar for the assignment of the patent. We are not obligated
to pay Dr. Order or his medical group any royalties in the future. As a result
of this assignment, we own all rights to the Radioactive Cisplatin technology
described in the patent. This is a use patent, which gives us exclusive rights
to the use of this drug to treat cancer. The patent does not give us the right
to prevent others from using the drug in other ways.

         Pursuant to the management/license agreements with the medical groups
we manage, we provide the medical groups with laboratory and treatment space and
all necessary supplies, including the components of our nuclear pharmaceuticals.

                                       21

<PAGE>

We also provide the medical groups with all clerical personnel and other
non-medical personnel necessary to manage the groups' practice and research
activities. Pursuant to the agreements, we also license our nuclear
pharmaceutical technologies to the groups and provide the groups with a range of
consulting and practice management services, including billing and collection.
In return, we charge the medical groups license fees on a monthly basis and
management fees on a weekly and monthly basis. The weekly management fee covers
consulting, billing and collection services and medical supplies. The monthly
management fee covers treatment and laboratory space, furnishings and equipment,
clerical services and staff and managerial and administrative services. The
billing and collection services portion of the weekly management fee is based
upon a percentage of the medical group's billings. The consulting and medical
supplies portions of the weekly management fee are each equal to our actual
costs plus a percentage of such costs as a markup. The weekly fee markup and the
monthly license and management fees are set each year in advance by mutual
agreement of the parties.

     Each of the medical groups we manage was formed at the time we entered into
the management/license agreements with the group. We provided the Center for
Molecular Medicine and another medical group, New York Medical Oncology, P.C.,
d/b/a Center for Medical Oncology, with the facilities and equipment they
required to start their practices. We did not provide Mitchell E. Levine, M.D.,
P.C., d/b/a Center for Neuro-Oncology, with its own facilities and equipment,
but instead provided the medical group with access to the facilities and
equipment we provided to the other groups. We have also provided the medical
groups with working capital advances, which are described in more detail under
"Liquidity and Capital Resources" below. We terminated our management/license
agreement with New York Medical Oncology, P.C., d/b/a Center for Medical
Oncology, in July 2001 when the group's principal physician, Dr. Ira
Braunschweig, left the group to accept a position in the Oncology Department of
Brooklyn Hospital.

         License fees and management fees from the medical groups we manage
generated approximately $1,968,000 in gross revenues in the two-year period
ended December 31, 2001, including $1,754,000 in management fees and $214,000 in
license fees.

         The license fees we charge the medical groups are set each year in
advance at a level that is intended to reflect the expected usage of the
licensed technology by the medical group during the year. We charged the Center
for Molecular Medicine a license fee of $148,800 in 1999. In December 1999, we
determined that the license fee we charged the Center for Molecular Medicine for
1999 should be adjusted downwards in view of the number of patients enrolled in
the medical group's colloidal P32/MAA clinical studies during the year. On
January 1, 2000, we waived all license fees for the Center for Molecular
Medicine for the year 2000, and agreed that the license fee paid for 1999 would
cover 2000 as well. As a result, we effectively reduced the license fee for 1999
retroactively by approximately 50%. The license fee billed in 2001 was $60,000.
In December 2001 we set the license fee to be paid by the Center for Molecular
Medicine in 2002 at $60,000. We did not waive any portion of the 2001 license
fee.

         As of December 31, 2001, the Center for Molecular Medicine owed us an
aggregate of approximately $1,237,000 against fees billed in 2001 and 2000. As
of December 31, 2001, Mitchell E. Levine, M.D., P.C., d/b/a Center for
Neuro-Oncology, owed us approximately $77,000 against fees billed in 2001 and
2000, and New York Medical Oncology, P.C., d/b/a Center for Medical Oncology,
owed us approximately $321,000 against fees billed in 2001 and 2000. We
evaluated the patient receivables of each individual medical group and, based on
this analysis, we determined that an annual allowance of approximately
$1,635,000, the aggregate amount of fees receivable, is required at December 31,
2001. The medical groups have not paid a substantial portion of the fees due us
because the number of patients treated by them declined significantly in 2001.
This decline is largely attributable to the commencement of formal FDA clinical
trials of the P32/MAA technology in December 2000, which resulted in limitations
on patient enrollment and eligibility.

         At December 31, 2001, the Center for Molecular Medicine was owed
approximately $193,000 for services rendered to its patients, Mitchell E.
Levine, M.D., P.C., d/b/a Center for Neuro-Oncology, was owed approximately $-0-

                                       22

<PAGE>

for services rendered to its patients and New York Medical Oncology, P.C., d/b/a
Center for Medical Oncology, was owed approximately $27,000 for services
rendered to its patients.

         We intend to carry the amounts owed by the medical groups forward.

         The medical groups are obligated to perform research relating to our
nuclear pharmaceutical technologies. All right, title and interest in and to any
and all improvements to the nuclear pharmaceutical technologies that derive from
the medical groups' research belong to us.

         We must have FDA approval for our colloidal P32/MAA and Radioactive
Cisplatin technologies before we can begin marketing them. The FDA requires that
new drugs undergo thorough clinical testing before granting approval for the
marketing of the drugs. Currently, only colloidal P32/MAA is being studied,
since Radioactive Cisplatin has only recently been approved by the FDA for
clinical trials. We expect that the clinical trials being performed by the
medical groups we manage will help support the application for FDA approval of
our colloidal P32/MAA technology. Similarly, we expect that the clinical trials
of Radioactive Cisplatin, when they are conducted, will help support the
application for FDA approval of Radioactive Cisplatin.

         Although we provide the medical groups with the supplies they need to
conduct the clinical studies, we recoup the costs of these supplies through the
management fees we receive from the medical groups. The medical groups bill the
patients participating in the studies for the treatments they are given.
Consequently, the patients, and their insurance companies, provide revenue to
the medical groups, who in turn pay us management and licensing fees, thus
providing funding that supports the clinical studies of our nuclear
pharmaceutical technologies. If we were to conduct this research on our own,
without the medical groups, the costs would be prohibitive since they would not
be offset by the license fees and management fees derived from the treatment of
patients that we receive from the medical groups.

         The medical groups receive payment by the patients' insurance companies
and other payors for treatments and procedures that, while part of the study
being conducted, are accepted treatments and procedures that would normally be a
part of the treatment protocol for these patients in the absence of the drug or
methodology being studied. For example, a patient participating in the study may
receive treatments of colloidal P32/MAA, radiation and chemotherapy. The medical
groups would receive payment for the radiation and chemotherapy treatments, and
for the application of the colloidal P32/MAA.

         Prior to November 2000, the Center for Molecular Medicine and the other
medical groups conducting the clinical studies of colloidal P32/MAA also charged
patients for the colloidal P32/MAA administered to them. In November 2000, the
FDA asked Dr. Stanley Order to submit an Investigational New Drug ("IND")
Application for colloidal P32/MAA. The FDA asked Dr. Order, rather than ISI, to
file the IND because Dr. Order was the principal researcher for the clinical
studies. For that reason, and because the FDA's request was directed to Dr.
Order, we asked Dr. Order to file the IND. Dr. Order, through the Center for
Molecular Medicine, filed the IND in November 2000. On December 21, 2000, the
FDA advised Dr. Order and the Center for Molecular Medicine that because of the
higher dosages and novel ways in which the drug was administered in the studies,
the colloidal P32/MAA as administered in the studies was a new drug within the
meaning of the FDA's regulations and asked Dr. Order and the Center for
Molecular Medicine to submit a request for permission to charge for the drug.
The FDA's regulations require persons conducting studies of new drugs that are
the subject of an IND to obtain the FDA's permission before charging
participants in the studies for the costs of the drug administered to them. Dr.
Order and the Center for Molecular Medicine have submitted a request for
permission to charge patients for the colloidal P32/MAA administered in the
studies. Until such permission is obtained, however, the medical groups we
manage are not charging patients for the colloidal P32/MAA administered to them.
Prior to November 2000, the medical groups charged patients in the clinical
studies an aggregate of approximately $300,000 for colloidal P32/MAA
administered in the studies. If patients, or their insurance providers, who paid
for the colloidal P32/MAA administered in the studies successfully claim that

                                       23

<PAGE>

the medical groups were not entitled to charge for the colloidal P32/MAA
administered to the patients, the medical groups could be liable to repay the
amounts charged.

         In the future we may license our collodial P32/MAA technology and
certain related non-proprietary technologies to various radiation oncology
facilities. We believe that radiation oncology facilities may be willing to pay
license fees to us in order to participate in our clinical studies of these
technologies and obtain access to patients who wish to be treated with these
technologies. By participating in our studies, these radiation oncology
facilities could receive payments from the patients' insurance companies or
other payors for services that would normally be a part of the treatment
protocol for these patients in the absence of the technology being studied. We
believe that the participation of these radiation oncology facilities in the
studies may help accelerate data collection for the studies and perhaps
ultimately result in earlier approval of these technologies by the FDA.
Traditionally, however, radiation oncology facilities and other medical groups
do not pay to participate in studies of new technologies prior to the approval
of such technologies by the FDA, but rather are typically paid by drug
developers to do so. We cannot assure you that we will be able to persuade
radiation oncology facilities to pay us license fees to participate in clinical
studies of our technologies.

         We are also considering entering into joint development arrangements
with established biotechnology and pharmaceutical companies seeking promising
new technologies, or with established radiopharmaceutical companies seeking to
improve their product pipelines. An arrangement with an established company for
the joint development of one or both of our principal proprietary technologies
could provide us with the necessary funds to accelerate the development of our
Radioactive Cisplatin technology and the other radioactive platinum technologies
in our product pipeline. We have not entered into any joint development
arrangements yet and we cannot assure you that we will be able to do so. Even if
we do enter into a joint development arrangement, we cannot assure you that it
will be beneficial to us.

         The medical groups we manage also participate in clinical studies
sponsored by third party pharmaceutical companies. Because certain portions of
the weekly management fees we charge the medical groups are based on a
percentage of their billings, we share in the revenues that the medical groups
earn through their participation in the third party clinical studies. As with
the clinical studies of our nuclear pharmaceutical technologies, the medical
groups receive payment by the patients' insurance companies and other payors for
treatments and procedures that would normally be a part of the treatment
protocol for these patients in the absence of the drug or methodology being
studied, but are not reimbursed for any investigational drugs administered to
the patients unless such reimbursement has been approved by the FDA. The medical
groups also receive fees from the third party sponsors of the clinical studies
for participating in the studies.

         Through December 31, 2001, approximately 55% of the patients treated by
the medical groups we manage are enrolled in the clinical studies of our
colloidal P32/MAA technology and approximately 1% are enrolled in third party
clinical studies. Approximately 44% of the patients treated by the medical
groups are not enrolled in any formal study being conducted by the medical
groups.

         The following discussion is based on financial information presented as
if the acquisition of ISI had taken place as of the earliest period presented.

Results of Operations

Years Ended December 31, 2001 and 2000

Revenues

         Revenues for the year ended December 31, 2001, were $954,267, as
compared to $1,013,749 for the year ended December 31, 2000. This decrease of
$59,482 or 5.9%, was due primarily to the reduction of fees generated in the
medical groups we manage as a result of our focus on the development of our
nuclear pharmaceutical technologies in the last half of 2001. To date, patient

                                       24

<PAGE>

accrual, and income derived from the treatment of those patients, has been
dependent to a great extent on our public relations efforts and the resulting
media exposure. Our revenues have fluctuated depending on the timing of media
exposure.

Costs and Expenses

         Costs of revenues were $435,105 for the year ended December 31, 2001,
and $418,947 for the year ended December 31, 2000. This increase of $16,158, or
3.9%, was primarily the result of the Company's advertising and public relations
efforts in the first half of 2001.

         Research and development ("R&D") expenses increased from $791,336 for
the year ended December 31, 2000, to $952,633 for the year ended December 31,
2001. This increase of $161,297, or 20.4%, was primarily attributable to costs
associated with the preparation of INDs for our nuclear pharmaceutical
technologies and costs incurred in generating media exposure. Additionally, a
portion of our Director's and Officer's liability insurance is attributable to
the increase in R&D expenses, as well as the addition of a key-person life
insurance policy on a research physician. This was offset by a reduction in the
purchase of isotopes due to our focus on the development of our nuclear
pharmaceutical technologies.

         R&D expenses for the twelve months ended December 31, 2001 are broken
down as follows:

              Colloidal P32/MAA technology        $  445,997
              Radioactive Cisplatin technology       483,590
              Other                                   23,046
                                                  ----------
                                                  $  952,633
                                                  ==========


         General and administrative expenses were $2,098,512 for the year ended
December 31, 2001, and $891,232 for the year ended December 31, 2000. This
increase of $1,207,280, or 135.5%, was primarily due to an increase in our bad
debt expense against fees receivable of approximately $542,000, an increase in
professional fees associated with our status as a publicly held entity and costs
incurred in the submission of a registration statement to the Securities and
Exchange Commission.

     Interest expense was $79,613 for the year ended December 31, 2001, as
compared to $3,030 for the year ended December 31, 2000. This increase of
$76,583 or 2,527.5%, was due primarily to interest expense recognized on the
notes payable issued in August, September and December 2001, as further
described under "Liquidity and Capital Resources" below. Additionally, the
amortization of the discount related to the warrants issued in connection with
the notes payable resulted in interest costs that were not present in the prior
year.

Net Loss

         For the year ended December 31, 2001, we had a net loss of $2,703,580
($0.24 per share) versus a net loss of $925,671 ($0.11 per share) for the year
ended December 31, 2000. This increase in the loss was due to both the decrease
in revenues and increase in costs and expenses as described above.

Liquidity and Capital Resources

         At December 31, 2001, our balance sheet reflected cash of $98,259,
negative working capital of $999,673 and a current ratio of approximately 0.3 to
1. At December 31, 2000, the balance sheet reflected cash of $1,032,563, working
capital of $1,368,119 and a current ratio of 16.0 to 1. This net decrease in
cash and working capital is primarily attributable to increases in salaries and
related expenses, costs incurred on behalf of the medical groups we managed
during 2001 for which we have not been repaid through management fees charged to

                                       25

<PAGE>

them and costs incurred in connection with our status as a publicly held entity.
This decrease was offset by the notes payable we issued to fund our ongoing
operations, as further discussed below.

         In addition to losses realized during 2000, we sustained further
operating losses of $2,703,580 during the year ended December 31, 2001, and as
of that date had a working capital deficit of $999,673 and a net worth
deficiency of $855,285. We believe that our current cash reserves are
insufficient to finance our operations and we are actively seeking additional
funding. To continue our current operations at existing levels, we will require
approximately $1,600,000 of additional funds over the next 12 months.

         We filed an Investigational New Drug Application with the FDA for the
study of our Radioactive Cisplatin technology on June 4, 2001, and on July 9,
2001, we received approval from the FDA to commence the clinical studies. We
have begun to incur significant costs in connection with the launch of the Phase
I studies. We expect that these costs may exceed $5,000,000 during the first
year of the studies. Without additional funding, we will not be able to launch
the Phase I studies of our Radioactive Cisplatin technology. Therefore, we need
to raise additional funds through equity or debt offerings. Additional funding
may not be available to us on favorable terms, or at all. Our ability to obtain
such additional funding and to achieve our operating goals is uncertain.

         In August and September 2001, we raised $500,000 in a private placement
in which we sold, pursuant to an exemption from registration under Section 4(2)
of the Securities Act of 1933, 10 units, each consisting of a convertible
promissory note in the principal amount of $50,000 and a warrant to purchase
12,500 shares of our common stock. These unsecured notes accrue interest at a
rate of 8% per annum and are automatically convertible into shares of our common
stock, at a price of $2.00 per share, upon the closing of a private offering of
our common stock that we are making. The warrants are exercisable for a period
of five years at an exercise price of $2.00 per share.

         In December 2001, we raised $130,000 in a private placement in which we
sold, pursuant to an exemption from registration under Section 4(2) of the
Securities Act of 1933, 2.6 units, each consisting of a convertible promissory
note in the principal amount of $50,000 and a warrant to purchase 12,500 shares
of our common stock. The notes accrue interest at a rate of 8% per annum and are
automatically convertible into shares of our common stock, at a price of $2.00
per share, upon the closing of a private offering of our common stock that we
are making. The notes are secured by a first priority security interest in our
patent No. 6,074,626 covering "Radioactive Cisplatin in the Treatment of
Cancer". The notes are payable on the earliest of (i) December 26, 2002, (ii)
the date of the first closing of a pending private offering of common stock,
(iii) the date of consummation of a sale of all or substantially all of our
assets or a merger or consolidation involving Isotope Solutions Group, Inc. in
which Isotope Solutions Group, Inc. is not the surviving entity, (iv) the date
of consummation of the sale or exchange (including by way of merger) of all or
substantially all of our outstanding shares of common stock, or (v) upon the
termination of the pending private offering of common stock by the placement
agent under certain circumstances. If we are unable to repay the principal and
accrued interest on the notes when they become due, we could lose our patent
rights to our Radioactive Cisplatin technology. The warrants are exercisable for
a period of five years at an exercise price of $2.00 per share.

         The proceeds of debt issued with the stock purchase warrants related to
the August, September and December financings are allocated based on the fair
value of the debt without the warrants and of the warrants themselves when
issued. Accordingly, we recorded deferred financing costs and additional paid-in
capital of $234,000 for the value of the warrants. Such deferred costs are being
charged to operations as additional interest expense over the term of the notes.

         We are pursuing several different possible ways to solve our existing
liquidity problems. We are seeking additional financing through private
financing sources, including equity or debt financing. We are evaluating
proposals for strategic transactions such as a merger or the sale of certain
segments of our business operations.

                                       26

<PAGE>

         We are currently making a private offering of a minimum of 1,250,000
shares and a maximum of 2,500,000 shares of our common stock to certain
accredited investors, at a price of $2.00 per share. The offering will terminate
on May 1, 2002. If the offering is completed, we plan to use the proceeds, less
the expenses of the offering, for capital expenditures and general corporate
purposes, including internal research and development, clinical trials of our
Radioactive Cisplatin technology, toxicity studies and patent fees. The net
proceeds will be reduced by the principal amount of the convertible notes sold
in August, September and December 2001, which will convert into common stock at
a price of $2.00 per share upon the initial closing of the private offering. We
cannot assure you that the offering will be completed nor can we assure you that
we will obtain the additional funding we need for our operating requirements.

         We are offering the common stock in reliance on an exemption from
registration for offers and sales of securities that do not involve a public
offering. The offering has not been registered under the Securities Act of 1933,
and the common stock may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. This
disclosure is neither an offer to purchase nor a solicitation of an offer to
sell securities in any jurisdiction in which such an offer or sale would be
unlawful.

         In February and March 2002 we received cash advances aggregating
$30,000 from certain investors. The terms of these advances have not yet been
determined.

         In the future we may license our collodial P32/MAA technology and
certain related non-proprietary technologies to various radiation oncology
facilities. We believe that radiation oncology facilities may be willing to pay
license fees to us in order to participate in our clinical studies of these
technologies and obtain access to patients who wish to be treated with these
technologies. By participating in our studies, these radiation oncology
facilities could receive payments from the patients' insurance companies or
other payors for services that would normally be a part of the treatment
protocol for these patients in the absence of the technology being studied. We
believe that the participation of these radiation oncology facilities in the
studies may help accelerate data collection for the studies and perhaps
ultimately result in earlier approval of these technologies by the FDA.
Traditionally, however, radiation oncology facilities and other medical groups
do not pay to participate in studies of new technologies prior to the approval
of such technologies by the FDA, but rather are typically paid by drug
developers to do so. We cannot assure you that we will be able to persuade
radiation oncology facilities to pay us license fees to participate in clinical
studies of our technologies.

         We are also considering entering into joint development arrangements
with established biotechnology and pharmaceutical companies seeking promising
new technologies, or with established radiopharmaceutical companies seeking to
improve their product pipelines. An arrangement with an established company for
the joint development of one or both of our principal proprietary technologies
could provide us with the necessary funds to accelerate the development of our
Radioactive Cisplatin technology and the other radioactive platinum technologies
in our product pipeline. We have not entered into any joint development
arrangements yet and we cannot assure you that we will be able to do so. Even if
we do enter into a joint development arrangement, we cannot assure you that it
will be beneficial to us.

         Pursuant to our management/license agreements with the medical groups
we manage, we have provided the medical groups with working capital advances
from time to time. The table below describes the working capital advances we
have made to each of Stanley E. Order, M.D., P.C., d/b/a Center for Molecular
Medicine, Mitchell E. Levine, M.D., P.C., d/b/a Center for Neuro-Oncology, and
New York Medical Oncology, P.C., d/b/a Center for Medical Oncology, and the
payments we have received from the medical groups against the advances:

                                       27
<PAGE>

<TABLE>
<CAPTION>
                                             1997        1998         1999        2000       2001
<S>                                         <C>        <C>          <C>         <C>       <C>
  Stanley E. Order, M.D., P.C.
  Advances                                 $  56,154   $  64,241    $ 27,111   $  75,000  $207,000
  Repayments                                       -    (120,395)    (27,111)    (20,000) (146,431)
  Interest                                         -           -           -         169     5,802
                                          ---------------------------------------------------------
  Advances receivable - end of period      $  56,154           -           -   $  55,169  $121,540

  Mitchell E. Levine, M.D., P.C.
  Advances                                         -           -         555           -          -
  Repayments                                       -           -           -        (555)         -
  Interest                                         -           -           -           -          -
                                          ---------------------------------------------------------
  Advances receivable - end of period              -           -      $  555           -          -

  New York Medical Oncology, P.C.
  Advances                                         -           -           -      91,816    69,064
  Repayments                                       -           -           -           -  (144,000)
  Interest                                         -           -           -       1,510     6,557
                                          ---------------------------------------------------------
  Advances receivable - end of period                                           $ 93,326  $ 24,947
</TABLE>

         As of December 31, 2001, we recorded a provision of $47,800 against
working capital advances receivable from the medical groups.

         Cash received from the medical groups is first applied to reduce
working capital advances made and is then applied to fees receivable.

Forward-Looking Statements:

         Some of the statements in this report are forward-looking statements
that involve risks and uncertainties. These forward-looking statements include
statements about our plans, objectives, expectations, intentions and assumptions
that are not statements of historical fact. You can identify these statements by
the following words:

                     o    "may"           o   "plans"
                     o    "will"          o   "expects"
                     o    "should"        o   "believes"
                     o    "estimates"     o   "intends"

and similar expressions. We cannot guarantee our future results, performance or
achievements. Our actual results and the timing of corporate events may differ
significantly from the expectations discussed in the forward-looking statements.
You are cautioned not to place undue reliance on any forward-looking statements.
Potential risks and uncertainties that could affect our future operating results
include, but are not limited to, the risk described in Exhibit 99.1 to this
report, including our limited operating history, history of losses, need to
raise additional capital, the high risk nature of our business and our
dependence on a few managed medical groups, as well as our ability to protect
our intellectual property rights.

ITEM 7.  FINANCIAL STATEMENTS

         The financial statements required by Item 7 are included in this report
beginning on page F-1.

                                       28
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         On September 29, 2000, we dismissed Scott & Guilfoyle as our
independent accountants. Our Board of Directors approved the decision to change
independent accountants on September 29, 2000.

         The reports of Scott & Guilfoyle on the financial statements for the
fiscal years ended June 30, 1999 and 2000 contained no adverse opinion or
disclaimer of opinion and were not modified as to uncertainty, audit scope or
accounting principles. In connection with its audits for the fiscal years ended
June 30, 1999 and 2000, there were no disagreements with Scott & Guilfoyle on
any matter of accounting principles or practices, financial statement
disclosure, financial or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of Scott & Guilfoyle would have caused them to make
reference thereto in their report on the consolidated financial statements for
such years.

            We engaged Lazar Levine & Felix LLP as our new independent
accountants as of September 29, 2000. During the fiscal years ended June 30,
1999 and 2000, we did not consult with Lazar Levine & Felix LLP regarding either
(i) the application of accounting principles to a specified completed or
contemplated transaction, or the type of audit opinion that might be rendered on
our financial statements and either written or oral advice was provided that was
an important factor considered by the registrant in reaching a decision as to
the accounting, auditing or financial reporting issue; or (ii) any matter that
was the subject of a disagreement or event identified in response to Item 304(a)
(1) (iv) of Regulation S-B.















                                       29
<PAGE>



                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

ITEM 10. EXECUTIVE COMPENSATION

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Items 9, 10, 11 and 12 is incorporated by reference
to the information included in our definitive proxy statement in connection with
the Annual Meeting of Shareholders to the held in June 2002, which definitive
proxy statement will be filed by April 30, 2002.


ITEM 13.                   EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

     Exhibit
     Number                     Description
     ------       -----------------------------------------------------------

         2.1      Agreement and Plan of Merger dated as of September 8, 2000, by
                  and among the registrant, ISI Merger Sub, Inc., and Molecular
                  Radiation Management, Inc. (1)
         3.1      Amended and Restated Certificate of Incorporation.(2)
         3.2      Amended and Restated By-Laws.(2)
         4.1      Specimen Common Stock Certificate. (3)
         10.1     Registration Rights Agreement, dated as of September 8, 2000,
                  by and among Crown Cove Associates, LLC, Jack Schwartzberg,
                  Robert Keating, Bruce Baron, Dennis Shields, Dennis Quirk,
                  Harvey L. Greenberg, Harriet Greenberg, Shraga David Aranoff,
                  Richard Friedman, Jeff Markowitz, Lawrence Kaplan, Stanley
                  Kaplan, Edmond O'Donnell, and the registrant. (4)
         10.2     Employment Agreement, dated as of September 8, 2000, by and
                  between the registrant and Jack Schwartzberg. (4)
         10.3     Employment Agreement, dated as of September 8, 2000, by and
                  between the registrant and Shraga D. Aranoff. (4)
         10.4     Practice Management Services Agreement by and between Stanley
                  E. Order, M.D., P.C. d/b/a Center for Molecular Medicine, and
                  Molecular Radiation Management, Inc., dated as of December 1,
                  1997. (4)
         10.5     Practice Management Services Agreement by and between Mitchell
                  E. Levine, M.D., P.C. and Molecular Radiation Management,
                  Inc., dated as of January 1, 2000. (4)
         10.6     Practice Management Services Agreement by and between New York
                  Medical Oncology, P.C. and Molecular Radiation Management,
                  Inc., dated as of September 1, 2000. (4)
         10.7     Lease dated as of August 1, 2000 by and between Scott Hotel
                  Company, LLC, and Molecular Radiation Management, Inc. (4)
         10.8     License Agreement dated as of November 24, 1997, by and
                  between Nassau Radiologic Group, P.C. and Molecular Radiation
                  Management, Inc. (4)
         10.9     Registrant's 2000 Long-Term Incentive Plan, as amended. (3)

                                       30

<PAGE>

         10.10    General Consulting Agreement, dated August 18, 2000, by and
                  between Center for Molecular Medicine and Chesapeake
                  Regulatory Group.(6)
         10.11    Intellectual Property Addendum to Practice Management Services
                  Agreement, dated March 27, 2001, by and among Isotope
                  Solutions, Inc., Molecular Radiation Management, and New York
                  Medical Oncology, P.C. (d/b/a Center for Medical Oncology).(6)
         10.12    Intellectual Property Addendum to Practice Management Services
                  Agreement, dated March 27, 2001, by and among Isotope
                  Solutions, Inc., Molecular Radiation Management, and Stanley
                  E. Order, M.D., P.C. (d/b/a Center for Molecular Medicine).(6)
         10.13    Intellectual Property Addendum to Practice Management Services
                  Agreement, dated March 27, 2001, by and among Isotope
                  Solutions, Inc., Molecular Radiation Management, and Mitchell
                  E. Levine, M.D., P.C. (d/b/a Center for Neuro-Oncology). (6)
         10.14    Assignment of Patent No. 5,424,288, dated March 29, 1999, by
                  Dr. Stanley E. Order to Molecular Radiation Management,
                  Inc.(6)
         10.15    Assignment of Patent No. 5,538,726, dated August 8, 2000, by
                  Dr. Stanley E. Order to Molecular Radiation Management,
                  Inc.(6)
         10.16    Assignment of Patent Application Serial Number 09/272,549,
                  dated March 29, 1999, by Dr. Stanley E. Order to Molecular
                  Radiation Management, Inc.(6)
         10.17    Practice Management Services Termination Agreement, dated July
                  10, 2001, by and between Isotope Solutions, Inc. and New York
                  Medical Oncology, P.C. (7)
         10.18    Form of warrant agreement for warrants issued to G-V Capital,
                  Inc. and its designees on September 26, 2000. (5)
         10.19    Form of note issued to private purchasers of units in August
                  2001.*
         10.20    Form of warrant issued to private purchasers of units in
                  August 2001.*
         10.21    Form of note issued to private purchasers of units in December
                  2001.*
         10.22    Form of warrant issued to private purchasers of units in
                  December 2001.*
         10.23    Security Agreement between the registrant and the purchasers
                  of notes in December 2001.*
         10.24    Revolving Note between Stanley E. Order, M.D., P.C. (d/b/a
                  Center for Molecular Medicine) and Isotope Solutions, Inc.,
                  dated as of July 1, 2001.*
         10.25    Security Agreement between Stanley E. Order, M.D., P.C. (d/b/a
                  Center for Molecular Medicine) and Isotope Solutions, Inc.,
                  dated as of July 1, 2001.*
         21.1     Subsidiaries of the registrant. (5)
         23.1     Consent of Lazar Levine & Felix LLP.*
         23.2     Consent of Kurcias, Jaffe & Company LLP.*
         99.1     Risk Factors.*

-----------

 *       Filed herewith.

(1)      Incorporated by reference to our Current Report on Form 8-K filed on
         September 19, 2000.
(2)      Incorporated by reference to our Current Report on Form 8-K filed on
         December 6, 2001.
(3)      Incorporated by reference to our Registration Statement on Form S-8
         filed on December 28, 2002. (File No. 333-76070)
(4)      Incorporated by reference to our Annual Report on Form 10-KSB for the
         fiscal year ended June 30, 2000, filed on September 28, 2000.
(5)      Incorporated by reference to our Registration Statement on Form SB-2,
         filed on February 7, 2001. (File No. 333-55194)
(6)      Incorporated by reference to our Annual Report on Form 10-KSB for the
         fiscal year ended December 31, 2000, filed on April 2, 2001.
(7)      Incorporated by reference to our Current Report on Form 8-K, filed July
         12, 2001.


(b)      Reports on Form 8-K

         On December 6, 2001, we filed a Form 8-K containing disclosure under
Item 9 regarding the adoption by our board of directors of our Amended and
Restated Bylaws and the approval by our board of directors of an amendment to
our 2000 Long-Term Incentive Plan to change its name to "Isotope Solutions
Group, Inc. 2000 Long-Term Incentive Plan."

         On November 20, 2001, we filed a Form 8-K containing disclosure under
Item 9 regarding the approval by our shareholders of (i) an amendment and
restatement to our certificate of incorporation effecting, among other things,

                                       31

<PAGE>

the change of our name to "Isotope Solutions Group, Inc.," (ii) an increase in
the number of shares of common stock that may be awarded under our 2000
Long-Term Incentive Plan to 2,500,000 shares and (iii) certain proposed payments
and/or property transfers to be made pursuant to the employment agreements
between Isotope Solutions Group and each of Jack Schwartzberg, Chief Executive
Officer, President and Chairman, and Shraga David Aranoff, Vice President, Chief
Operating Officer and Treasurer, the reimbursement and termination provisions of
the option agreements between Isotope Solutions Group and each of Jack
Schwartzberg and Shraga David Aranoff, and the vesting provisions of the 2000
Long-Term Incentive Plan for purposes of excluding such payments and/or property
transfers from the "parachute payment" provisions of Sections 280G and 4999 of
the Internal Revenue Code of 1986.





























                                       32

<PAGE>


                                   SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized on March 28, 2002.

                                  ISOTOPE SOLUTIONS GROUP, INC.


                                  By /s/  Shraga David Aranoff
                                     -----------------------------------------
                                     Shraga David Aranoff, Chief Operating
                                     Officer and Vice President


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated below.

<TABLE>
<CAPTION>
Signature                              Title                                  Date
---------                              -----                                  ----
<S>                            <C>                                         <C>
/s/  Jack Schwartzberg         Chairman, Chief Executive                   March 28, 2002
----------------------         Officer and President (Principal
     Jack Schwartzberg         Executive Officer)

/s/ Shraga D. Aranoff          Chief Operating Officer, Vice               March 28, 2002
----------------------         President and Treasurer (Principal
    Shraga D. Aranoff          Accounting Officer), Director

                               Director                                    March 28, 2002
---------------------
    Harry Barnett

/s/ Stanley F. Barshay         Director                                    March 28, 2002
----------------------
    Stanley F. Barshay

/s/ Jay M. Haft                Director                                    March 28, 2002
----------------------
    Jay M. Haft
</TABLE>













                                       33
<PAGE>

<TABLE>
<CAPTION>
                      INDEX TO THE FINANCIAL STATEMENTS

                                                                                 Page
                                                                                 ----
<S>                                                                             <C>
Consolidated Financial Statements of Isotope Solutions Group, Inc.
  and Subsidiary:

Independent Auditors' Report - Lazar Levine & Felix LLP                           F-2

Consolidated Financial Statements:

     Balance Sheets as of December 31, 2001 and 2000                              F-3

     Statements of Operations for the Two Years in the Period
       Ended December 31, 2001                                                    F-4

     Statements of Shareholders' Equity (Deficit) for the Two Years
       in the Period Ended December 31, 2001                                      F-5

     Statements of Cash Flows for the Two Years in the Period
       Ended December 31, 2001                                                    F-6

Notes to Consolidated Financial Statements of Isotope Solutions
       Group, Inc. and Subsidiary                                             F-7 to F-19


Financial Statements of Stanley E. Order, M.D., P.C., d/b/a Center
  for Molecular Medicine:

Independent Auditors' Report - Kurcias, Jaffe & Company LLP                      F-20

      Balance Sheets as of December 31, 2001 (audited) and 2000
        (unaudited)                                                              F-21

      Statements of Operations and Accumulated Deficit for the Years Ended
        December 31, 2001 (audited) and 2000 (unaudited)                         F-22

      Statements of Cash Flows for the Years Ended
        December 31, 2001 (audited) and 2000 (unaudited)                         F-23

Notes to Financial Statements of Stanley F. Order, M.D., P.C.,               F-24 to F-31
d/b/a Center for Molecular Medicine
</TABLE>





                                      F-1

<PAGE>



Independent Auditors' Report



To the Board of Directors and Shareholders
Isotope Solutions Group, Inc.
Garden City, New York

We have audited the accompanying consolidated balance sheets of Isotope
Solutions Group, Inc. (a New York corporation) and subsidiary as of December 31,
2001 and 2000, and the related consolidated statements of operations,
shareholders' equity (deficit) and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Isotope Solutions
Group, Inc. and subsidiary as of December 31, 2001 and 2000, and the results of
their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the Unites States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred losses of $2,703,580 and $925,671 for the years ended
December 31, 2001 and 2000, respectively. At December 31, 2001, current
liabilities exceed current assets by $999,673 and total liabilities exceed total
assets by $855,285. These factors, and others discussed in Note 2, raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.



                                                  LAZAR LEVINE & FELIX LLP


New York, New York
February 8, 2002, except for the
last paragraph of Note 2, the date
of which is March 21, 2002



                                      F-2
<PAGE>


<TABLE>
                  ISOTOPE SOLUTIONS GROUP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000

                                   - ASSETS -

                                                                    2001          2000
                                                              -----------     ----------
<S>                                                           <C>            <C>
CURRENT ASSETS:
     Cash and cash equivalents                                $    98,259    $ 1,032,563
     Fees receivable - net of allowance for
      doubtful accounts of $1,634,545 and $520,000
      for 2001 and 2000, respectively (Note 4a)                      -           181,647
     Income tax refund receivable                                    -            15,258
     Loans and advances - net (Note 4b)                            98,687         98,495
     Deferred tax asset (Note 10)                                    -            36,550
     Prepaid expenses and other                                   265,557         94,893
                                                              -----------    -----------

TOTAL CURRENT ASSETS                                              462,503      1,459,406
                                                              -----------    -----------
                                                                   65,481         90,209
                                                              -----------    -----------
FIXED ASSETS - NET (Note 5)

OTHER ASSETS:
     Intangible assets - net (Note 6)                              76,213         13,386
     Security deposits and other                                    2,694          2,694
     Deferred tax asset (Note 10)                                    -           104,787
                                                              -----------    -----------
                                                                   78,907        120,867
                                                              -----------    -----------

                                                              $   606,891    $ 1,670,482
                                                              ===========    ===========


               - LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) -

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                    $   832,176    $    91,287
     Notes payable (Note 7)                                       630,000           -
                                                              -----------    -----------

TOTAL CURRENT LIABILITIES                                       1,462,176         91,287
                                                              -----------    -----------

COMMITMENTS AND CONTINGENCIES (Notes 11, 12 and 13)

SHAREHOLDERS' EQUITY (Notes 7, 8 and 9):
     Preferred stock, par value $.001; authorized 1,000,000
      shares; none issued and outstanding                            -              -
     Common stock, par value $.001; authorized 50,000,000
      shares; 11,052,232 shares issued and outstanding in
      2001 and 2000                                                11,052         11,052
     Additional paid-in capital                                 2,739,607      2,470,507
     Accumulated deficit                                       (3,605,944)      (902,364)
                                                              -----------    -----------

                                                                 (855,285)     1,579,195
                                                              -----------    -----------

                                                              $   606,891    $ 1,670,482
                                                              ===========    ===========
</TABLE>



                             See accompanying notes.

                                      F-3

<PAGE>

<TABLE>
<CAPTION>
                  ISOTOPE SOLUTIONS GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                            2001               2000
                                                      -------------     -------------
<S>                                                   <C>               <C>
  REVENUE:
    Management fees                                   $     869,667     $     884,249
    License fees                                             84,600           129,500
                                                      -------------     -------------
                                                            954,267         1,013,749

  COSTS AND EXPENSES:
    Costs of revenues                                       435,105           418,947
    Research and development                                952,633           791,336
    General and administrative expenses                   2,098,512           891,232
    Interest expense                                         79,613             3,030
    Interest and other income                               (29,490)          (24,518)
                                                      --------------    --------------
                                                          3,536,373         2,080,027

  LOSS BEFORE PROVISION (CREDIT) FOR INCOME TAXES        (2,582,106)       (1,066,278)

    Provision (credit) for income taxes (Note 10)           121,474          (140,607)
                                                      --------------    --------------

  NET LOSS                                            $  (2,703,580)    $    (925,671)
                                                      ==============    ==============

  LOSS PER COMMON SHARE:

      Basic and diluted                               $       (0.24)    $       (0.11)
                                                      =============     =============

  WEIGHTED AVERAGE SHARES OUTSTANDING                    11,052,232         8,451,616
                                                      =============     =============
</TABLE>














                             See accompanying notes.



                                      F-4
<PAGE>


<TABLE>
<CAPTION>
                  ISOTOPE SOLUTIONS GROUP, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



                                                                                              Retained
                                                                                              Earnings           Total
                                                                         Additional         (Accumulated     Shareholders'
                                           Shares       Common Stock   Paid-In Capital         Deficit)     Equity (Deficit)
                                       -------------    ------------  ---------------    ----------------   ---------------
<S>                                        <C>          <C>           <C>                 <C>               <C>
Balance at December 31, 1999               8,004,014    $      8,004  $       322,473     $      23,307     $      353,784

Shares issued in private placements        2,880,831           2,881        2,013,204                -           2,016,085

Compensatory shares                          167,387             167          134,830                -             134,997

Net loss for the year                             -               -                -           (925,671)          (925,671)
                                       -------------    ------------  ---------------    ---------------    ---------------

Balance at December 31, 2000              11,052,232          11,052        2,470,507          (902,364)         1,579,195

Compensatory options                              -               -            35,100                -              35,100

Warrants issued in connection
   with notes payable                             -               -           234,000                -             234,000

Net loss for the year                             -               -                 -        (2,703,580)        (2,703,580)
                                       -------------    ------------  ---------------    ---------------    ---------------

Balance at December 31, 2001              11,052,232    $     11,052  $     2,739,607     $  (3,605,944)    $     (855,285)
                                       =============    ============  ===============     ==============    ==============
</TABLE>




















                             See accompanying notes.


                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                  ISOTOPE SOLUTIONS GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



                                                         2001            2000
                                                     -----------    -----------
<S>                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                        $(2,703,580)   $  (925,671)
     Adjustments to reconcile net loss to net cash
      flows from operating activities:
        Depreciation and amortization                     31,962         13,984
        Allowance for doubtful accounts                1,112,345        570,000
        Deferred taxes                                   141,337       (141,337)
        Compensatory shares                                 -           134,997
        Compensatory options                              35,100           -
        Amortization of discount on notes payable         64,700           -

     Changes in operating assets and liabilities:
        Fees receivable                                 (932,898)      (266,226)
        Prepaid expenses and other                        13,894        (85,131)
        Accounts payable and accrued expenses            740,889         17,146
        Deferred revenue                                    -           (72,000)
                                                     -----------    -----------
        Net cash (used) in operating activities       (1,496,251)      (754,238)
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Capital expenditures                              (5,232)       (93,940)
        Loans and advances                                 2,008       (147,940)
        Patent costs                                     (64,829)        (6,549)
                                                     -----------    -----------
        Net cash (used) in investing activities          (68,053)      (248,429)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
           Proceeds from debt                            630,000           -
        Net proceeds from sale of common shares             -         2,016,085
                                                     -----------    -----------
        Net cash provided by financing activities        630,000      2,016,085
                                                     -----------    -----------

NET (DECREASE) INCREASE IN CASH                         (934,304)     1,013,418

CASH, BEGINNING OF YEAR                                1,032,563         19,145
                                                     -----------    -----------

CASH, END OF YEAR                                    $    98,259    $ 1,032,563
                                                     ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
        Interest paid                                $       681    $     3,030
        Income taxes paid                                  2,020          3,901

</TABLE>




                             See accompanying notes.



                                      F-6
<PAGE>


                  ISOTOPE SOLUTIONS GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 1 -  DESCRIPTION OF BUSINESS:

         Isotope Solutions Group, Inc., formerly known as EDG Capital, Inc.
         ("the Company"), was incorporated in the State of New York on August
         13, 1990, and was considered a development stage company until
         September 2000. On September 13, 2000, the Company merged with Isotope
         Solutions Inc., ("ISI") a New York corporation formerly known as
         Molecular Radiation Management, Inc. ("the Acquisition"). In November
         2001, the Company's Certificate of Incorporation was amended to change
         its name from EDG Capital, Inc. to Isotope Solutions Group, Inc.

         The Acquisition was effected pursuant to an Agreement and Plan of
         Merger (the "Agreement"), dated September 8, 2000, by and among the
         Company, MRM Merger Sub, Inc., a New York corporation and a wholly
         owned subsidiary of the Company ("Merger Sub"), and ISI. On September
         13, 2000, Merger Sub was merged with and into ISI, with ISI being the
         surviving corporation, and ISI became a wholly-owned subsidiary of the
         Company.

         Pursuant to the Agreement, all of ISI's outstanding common stock,
         excluding its treasury stock which was cancelled, was converted into
         the right to receive an aggregate of 7,440,005 shares of the Company's
         common stock. Simultaneously with the closing of the Acquisition, the
         Company effected (a) a 2.57315 for one stock split in the form of a
         stock dividend payable to shareholders of record on August 23, 2000
         (with all fractional shares being rounded up), and (b) raised gross
         proceeds of $2,100,000 from a private placement to accredited
         investors, of 2,603,844 shares of common stock at a price of $.8065 per
         share.

         The merger was accounted for and retroactively restated as a
         recapitalization rather than a business combination and accordingly, no
         goodwill has been recognized in this transaction. Historical
         information presented herein, for periods prior to the merger, have
         been restated to reflect only the operations of ISI, the operating
         company and the new reporting entity. The Company, which had no
         operations prior to the recapitalization, has also adopted the fiscal
         year end of ISI, which is December 31.

         ISI is a biopharmaceutical company that began operations in 1998 as a
         medical group management company. Although most of its revenues are
         still derived from its medical group management operations, today ISI
         is focused primarily on the development of nuclear pharmaceutical
         technologies for therapeutic use in the treatment of various cancers.
         With the help of the medical groups it manages, ISI is developing two
         anti-cancer nuclear pharmaceutical technologies for which it owns the
         U.S. patent rights: 195mPt-Cisplatin ("Radioactive Cisplatin"), a
         radioactive variation of a commonly used chemotherapy drug, and
         colloidal P32 macro-aggregated albumin ("colloidal P32/MAA"), a
         nuclear-isotope use and delivery system. Pursuant to long-term
         contracts with these unrelated medical groups ("Practice Management
         Services Agreements"), ISI provides them with business, financial and
         marketing support while they conduct research and treat patients using
         ISI's technologies and traditional cancer treatment techniques. ISI
         charges the medical groups administrative fees for its services and
         license fees for the use of its nuclear pharmaceutical technologies in
         their practices. ISI owns all right, title and interest to any and all
         improvements to the nuclear pharmaceutical technologies that derive
         from the medical groups' research.



                                      F-7

<PAGE>



NOTE 2 - GOING CONCERN UNCERTAINTY:

         The accompanying financial statements have been prepared in conformity
         with accounting principles generally accepted in the United States of
         America, which contemplates continuation of the Company as a going
         concern. As shown in the financial statements, the Company has incurred
         losses of $2,703,580 and $925,671 for the years ended December 31, 2001
         and 2000, respectively. At December 31, 2001, current liabilities
         exceed current assets by $999,673, total liabilities exceed total
         assets by $855,285 and the accumulated deficit aggregated $3,605,944.
         In view of these matters, realization of a major portion of the assets
         in the accompanying balance sheet is dependent upon the Company's
         ability to meet its financing requirements, and the success of its
         future operations.

         Operating losses have had a negative effect on the Company's cash
         balance. During the past two years, the Company has not generated
         positive cash flows from operations and has funded its operations
         primarily with the proceeds from the sale of equity securities as well
         as from the proceeds of debt. The Company will need to raise more money
         to continue to finance its operations and expects that significant
         additional resources will need to be expended in order to continue its
         research and development activities.

         The Company is currently making a private offering of a minimum of
         1,250,000 shares and a maximum of 2,500,000 shares of common stock to
         certain accredited investors, at a price of $2.00 per share. The
         offering will terminate on May 1, 2002. If the offering is completed,
         the Company plans to use the proceeds, less the related expenses, for
         capital expenditures and general corporate purposes, including internal
         research and development, clinical trials of its Radioactive Cisplatin
         technology, toxicity studies and patent fees. The net proceeds will be
         reduced by the principal amount of the convertible notes sold in
         August, September and December 2001, which will convert into common
         stock at a price of $2.00 per share upon the initial closing of the
         private offering. The Company cannot assure you that the offering will
         be completed or that it will be able to obtain the additional funding
         needed for operating requirements. The Company is offering the common
         stock in reliance on an exemption from registration for offers and
         sales of securities that do not involve a public offering. The offering
         has not been registered under the Securities Act of 1933, and the
         common stock may not be offered or sold in the United States absent
         registration or an applicable exemption from registration requirements.
         See also Note 7.

         In February and March 2002, subsequent to the balance sheet date, the
         Company received cash advances aggregating $30,000 from certain
         investors. The terms of these advances have not yet been determined.











                                      F-8
<PAGE>


NOTE 3 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      (a)     Principles of Consolidation:

              The consolidated financial statements include the accounts of the
              Company and its wholly owned subsidiary, Isotope Solutions Inc.
              All significant intercompany balances and transactions have been
              eliminated in consolidation.

              Practice Management Services Agreements (the "Agreements") entered
              into by ISI and the medical groups it manages are typically for a
              30-year term and can be terminated by ISI for cause. ISI provides
              a comprehensive range of non-medical services but does not have
              the authority over (i) the medical groups' scope of services
              provided; (ii) patient acceptance policies; (iii) approval of
              operating and capital budgets and (iv) decisions relating to the
              compensation of the groups' licensed medical professionals and the
              selection and hiring of such professionals.

              Accordingly, under the guidance of Emerging Issues Task Force 97-2
              (EITF 97-2), the Company does not consolidate the financial
              statements of the medical groups with its own since under the
              terms of the Agreements, ISI did not and will not obtain a
              controlling financial interest in such groups.

      (b)     Estimates and Assumptions:

              The preparation of financial statements in conformity with
              accounting principles generally accepted in the United States of
              America (GAAP) requires management to make estimates and
              assumptions that affect the reported amounts of assets and
              liabilities and disclosure of contingent assets and liabilities at
              the date of the financial statements and the reported amounts of
              revenues and expenses during the reporting period. Actual results
              could differ from those estimates.

      (c)     Financial Instruments:

              The carrying amount of the Company's financial instruments, which
              include cash equivalents, fees receivable, loans and advances,
              accounts payable and debt, approximates their fair value at
              December 31, 2001 and 2000.

      (d)     Concentration of Credit Risk:

              Financial instruments which potentially subject the Company to
              concentrations of credit risk are cash equivalents and fees
              receivable. The Company, from time to time, maintains cash
              balances that exceed the federal depository insurance coverage
              limit. The Company performs periodic reviews of the relative
              credit rating of its bank to lower its risk. With respect to fees
              receivable, the Company limits its credit risk by performing
              ongoing credit evaluations and, has a security interest in the
              accounts receivable of the medical groups it manages. See also
              Note 4.

       (e)    Cash and Cash Equivalents:

              The Company considers all highly liquid investments with a
              maturity of three months or less when purchased to be cash
              equivalents.



                                      F-9
<PAGE>


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

     (f)      Fixed Assets and Depreciation:

              Fixed assets are recorded at cost. Depreciation of the Company's
              fixed assets is computed using the straight-line and modified
              accelerated methods. Amortization of leasehold improvements is
              provided using the straight-line method over the term of the
              related lease. Replacements and major improvements are
              capitalized; maintenance and repairs are expensed as incurred.
              Gains or losses on asset dispositions are included in the
              determination of net income.

              The average estimated useful lives are as follows:
                                                             Years
                                                             -----
                    Computer and telephone equipment         5 - 7
                    Medical equipment                            5
                    Furniture and fixtures                       7

     (g)      Intangible Assets:

              Intangible assets are comprised of patents and intellectual
              property. All intangible assets are amortized using the
              straight-line method, over their remaining useful lives, ranging
              from 10 to 20 years. Intangibles are periodically reviewed to
              assess recoverability from future operations using undiscounted
              cash flows in accordance with SFAS No. 121 "Accounting for the
              Impairment of Long-Lived Assets and for Long-Lived Assets to be
              Disposed of". To the extent carrying values exceed fair values, an
              impairment loss is recognized in operating results.

     (h)      Stock-Based Compensation:

              The Company grants stock options for a fixed number of shares to
              employees with an exercise price equal to the fair value of the
              shares at the date of grant. The Company accounts for such stock
              option grants in accordance with APB Opinion No. 25, Accounting
              for Stock Issued to Employees (APB 25) and related Interpretations
              because the Company believes the alternative fair value accounting
              provided for under SFAS 123 "Accounting for Stock-Based
              Compensation" requires the use of option valuation models that
              were not developed for use in valuing employee stock options.
              Under APB 25, because the exercise price of the Company's employee
              stock options equals the market price of the underlying stock on
              the date of grant, no compensation expense is recognized.

              The Company applies SFAS 123 in accounting for stock options
              issued to nonemployees. The compensation cost that has been
              charged to operations for stock options issued to nonemployees was
              $35,100 for the 2001 year.

     (i)      Income Taxes:

              The asset and liability method is used in accounting for income
              taxes. Under this method, deferred tax assets and liabilities are
              recognized for operating loss and tax credit carry forwards and
              for the future tax consequences attributable to differences
              between the financial statement carrying amounts of existing
              assets and liabilities and their respective tax bases. Deferred
              tax assets and liabilities are measured using enacted tax rates
              expected to apply to taxable income in the years in which those
              temporary differences are expected to be recovered or settled. The
              effect on deferred tax assets and liabilities of a change in tax
              rates is recognized in the results of operations in the period
              that includes the enactment date. A valuation allowance is
              recorded to reduce the carrying amounts of deferred tax assets
              unless it is more likely than not that such assets will be
              realized.


                                      F-10
<PAGE>



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

      (j)     Revenue Recognition:

              The Company has entered into various agreements to provide full
              business support to various unrelated medical groups (See Note 1).
              The services the Company provides includes, but is not limited to,
              treatment and laboratory space, furnishings and equipment, medical
              supplies and medicines, clerical and other non-medical services
              and staff, managerial and administrative services, consulting, and
              billing and collection. Revenues generated from such services are
              recognized as such services are provided. In addition, the Company
              also licenses several patents to these medical groups for treating
              solid tumor cancer for which a monthly license fee is charged.

              The Company charges the medical groups license fees on a monthly
              basis and management fees on a weekly and monthly basis. The
              weekly management fee covers consulting, billing and collection
              services and medical supplies. The monthly management fee covers
              treatment and laboratory space, furnishings and equipment,
              clerical services and staff and managerial and administrative
              services. The billing and collection services portion of the
              weekly management fee is based upon a percentage of the medical
              groups' billings. The consulting and medical supplies portions of
              the weekly management fee are each equal to the Company's actual
              costs plus a percentage of such costs as a markup.

              The Agreements entered into with the medical groups do not provide
              for relief against amounts owed to the Company. Management fees
              owed are based on the original amounts billed, whether or not the
              medical groups experience write-offs of uncollectible amounts from
              their patients and/or their patients insurance carriers. However,
              the Company provides for an allowance against fees receivable to
              reflect the medical groups' ability to pay (i.e. cash generated by
              the medical groups upon collections of patient receivables). The
              Company has evaluated the patient receivables of each individual
              practice group, and, based on this analysis, has determined that
              an allowance of $1,634,545, the aggregate amount of fees
              receivable, is required at December 31, 2001.

     (k)      Marketing and Business Promotion:

              The Company expenses all marketing and business promotion
              expenditures as incurred. The Company incurred $175,039 and
              $76,209 in marketing and business promotion costs during 2001 and
              2000, respectively.

     (l)      Research and Development Expenses:

              Research and development ("R&D") costs are charged to expense when
              incurred and aggregated $952,633 and $791,336 for 2001 and 2000,
              respectively. Expenses directly related to R&D activities include
              the purchase of nuclear products (isotopes), key-person life
              insurance on a research physician and consulting fees incurred in
              the development of the Company's technologies. The Company also
              allocates certain overhead costs to R&D such as: (a) officers'
              salaries and related expenses based on administrative time spent
              towards such activities; (b) rent based on space deemed utilized
              for such purposes; and (c) telephone based on usage.



                                      F-11
<PAGE>


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

     (m)      Earnings (Loss) per Common Share:

              Earnings per common share are calculated under the provisions of
              SFAS No. 128, "Earnings per Share," which established new
              standards for computing and presenting earnings per share. SFAS
              No. 128 requires the Company to report both basic earnings per
              share, which is based on the weighted-average number of common
              shares outstanding, and diluted earnings per share, which is based
              on the weighted-average number of common shares outstanding plus
              all potential dilutive common shares outstanding.

     (n)      New Accounting Standards:

              In December 1999, the Securities and Exchange Commission (SEC)
              issued Staff Accounting Bulletin (SAB) No. 101, "Revenue
              Recognition in Financial Statements" (SAB No. 101). SAB No.
              101 expresses the views of the SEC staff in applying generally
              accepted accounting principles to certain revenue recognition
              issues. Subsequently, SAB Nos. 101A and 101B were issued
              delaying the implementation of SAB No. 101 to the fourth
              quarter of 2000. The SAB required companies to report any
              changes in revenue recognition as a cumulative change in
              accounting principles at the time of implementation in
              accordance with Accounting Principles Board ("APB") Opinion
              20, "Accounting Changes". The adoption of SAB 101 did not have
              a material impact on the Company's financial position or
              results of operations.

              In March 2000, the FASB issued Interpretation No. 44 (FIN 44),
              "Accounting for Certain Transactions involving Stock Compensation,
              an Interpretation of APB Opinion No. 25." FIN 44 clarifies the
              application of APB No. 25 for certain issues, including the
              definition of an employee, the treatment of the acceleration of
              stock options and the accounting treatment for options assumed in
              business combinations. FIN 44 became effective on July 1, 2000,
              but is applicable for certain transactions dating back to December
              1998. The adoption of FIN 44 did not have a material impact on the
              Company's financial position or results of operations.

              In July 2001, the FASB issued Statement of Financial Accounting
              Standards No. 141, "Business Combinations" ("SFAS 141") and
              Statement of Financial Accounting Standards No. 142, "Goodwill and
              Other Intangible Assets" ("SFAS 142"). SFAS 141 requires all
              business combinations to be accounted for using the purchase
              method of accounting and is effective for all business
              combinations completed after June 30, 2001. SFAS 142 requires
              goodwill to be tested for impairment under certain circumstances,
              and written-off when impaired, rather than being amortized as
              previous standards required. Furthermore, SFAS 142 requires
              purchased intangible assets to be amortized over their estimated
              useful lives unless these lives are determined to be indefinite.
              SFAS 142 is effective for fiscal years beginning after December
              15, 2001. The Company is currently assessing the impact of SFAS
              142 on its operating results and financial condition.

              On October 3, 2001, the FASB issued Statement of Financial
              Accounting Standards No. 144, "Accounting for the Impairment or
              Disposal of Long-Lived Assets" ("SFAS 144"), that is applicable to
              financial statements issued for fiscal years beginning after
              December 15, 2001. The FASB's new rules on asset impairment
              supercede SFAS 121, "Accounting for the Impairment of Long-Lived
              Assets and for Long-Lived Assets to be Disposed Of," and portions
              of Accounting Principles Board Opinion 30, "Reporting the Results
              of Operations". This Standard provides a single accounting model
              for long-lived assets to be disposed of and significantly changes
              the criteria that would have to be met to classify an asset as
              held-for-sale.


                                      F-12
<PAGE>


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

      (o)     Reclassifications:

              Certain reclassifications have been made to the prior years'
              consolidated financial statements to conform to classifications
              used in the current period.

NOTE 4 -      FEES RECEIVABLE/LOANS AND ADVANCES:

     (a)      Fees Receivable:

              As of December 31, 2001 and 2000, fees receivable consisted of
              management fees and license fees due from medical groups managed
              by the Company. In July 2001, the Company terminated its
              management/license agreement with one of the three medical groups
              it managed. The Company has evaluated the patient receivables of
              each individual practice group, and, based on this analysis, has
              determined that an allowance of $1,634,545, the aggregate amount
              of fees receivable, is required at December 31, 2001.

     (b)      Loans and Advances:

              The Company periodically makes working capital advances to the
              medical groups it manages. Such advances bear interest at an
              annual rate of 8%. Interest earned for 2001 and 2000 aggregated
              $12,359 and $1,680, respectively, and is included in the net
              balance receivable as of December 31, 2001 and 2000 of $98,687 and
              $98,495, respectively.

              Repayments made by the three medical groups are first applied to
              reduce the working capital advances and then to fees receivable.

              As of December 31, 2001 and 2000, the Company has recorded an
              allowance of $47,800 and $50,000, respectively, against the
              working capital balances of two groups in 2001 and one group in
              2000.

NOTE 5 -      FIXED ASSETS:

              Fixed assets consisted of the following as of December 31, 2001
and 2000.

                                                        2001            2000
                                                    ------------   ------------
               Computer and telephone equipment     $    52,873    $     85,683
               Medical equipment                          5,229           5,229
               Furniture and fixtures                    11,516          21,052
               Leasehold improvements                    49,822          49,822
                                                    ------------   ------------
                                                        119,440         161,786
               Less: accumulated depreciation and
                     amortization                        53,959          71,577
                                                    ------------   ------------
                                                    $    65,481    $     90,209
                                                    ===========    ============

              Depreciation and amortization of fixed assets amounted to $29,959
              and $13,428 for 2001 and 2000, respectively.



                                      F-13
<PAGE>



NOTE 6 - INTANGIBLE ASSETS - PATENTS:

         The Company owns all rights to three patents developed by a principal
         physician of one of the managed medical groups, which were assigned to
         ISI at a nominal cost of $1.00 each. The physician assigned the patents
         to ISI because ISI agreed to help him establish a practice and to
         provide the space, supplies, equipment and working capital advances,
         pursuant to the management/license agreement, to enable him to do so.
         Fees associated with establishing, filing and re-registering these
         patents have been capitalized and are being amortized over their
         remaining useful lives ranging from 10 to 20 years. Amortization for
         the years ended 2001 and 2000 aggregated $2,003 and $556, respectively.

NOTE 7 - NOTES PAYABLE :

         In August and September 2001, the Company raised $500,000 in a private
         placement from the sale of 10 units, each consisting of a convertible
         promissory note in the principal amount of $50,000 and a warrant to
         purchase 12,500 shares of Company common stock. These unsecured notes
         accrue interest at a rate of 8% per annum, mature one year from date of
         issuance and are automatically convertible into shares of common stock,
         at a price of $2.00 per share, upon the closing of a private offering
         of Company common stock. The warrants are exercisable for a period of
         five years at an exercise price of $2.00 per share.

         In December 2001, the Company raised $130,000 in a private placement
         from the sale of 2.6 units, each consisting of a convertible promissory
         note in the principal amount of $50,000 and a warrant to purchase
         12,500 shares of our common stock. The notes accrue interest at a rate
         of 8% per annum and are automatically convertible into shares of common
         stock, at a price of $2.00 per share, upon the closing of a private
         offering of common stock. The notes are secured by a first priority
         security interest in our patent No. 6,074,626 covering "Radioactive
         Cisplatin in the Treatment of Cancer". The notes are payable on the
         earliest of (i) December 26, 2002, (ii) the date of the first closing
         of a pending private offering of common stock, (iii) the date of
         consummation of a sale of all or substantially all assets or a merger
         or consolidation involving Isotope Solutions Group, Inc. in which
         Isotope Solutions Group, Inc. is not the surviving entity, (iv) the
         date of consummation of the sale or exchange (including by way of
         merger) of all or substantially all outstanding shares of common stock,
         or (v) upon the termination of the pending private offering of common
         stock by the placement agent under certain circumstances. If the
         Company is unable to repay the principal and accrued interest on the
         notes when they become due, the Company could lose its patent rights to
         the Radioactive Cisplatin technology. These warrants are also
         exercisable for a period of five years at an exercise price of $2.00
         per share.

         In accordance with APB No. 14, the proceeds of debt issued with stock
         purchase warrants should be allocated based on the fair value of the
         debt without the warrants and of the warrants themselves when issued.
         Accordingly, the Company has recorded deferred financing costs and
         additional paid-in capital of $234,000 for the value of the warrants.
         Such deferred costs are being charged to operations as additional
         interest expense over the term of the notes.


                                      F-14
<PAGE>



NOTE 8 - SHAREHOLDERS' EQUITY:

         In November 2001, the Company's Certificate of Incorporation was
         amended to change its name from EDG Capital, Inc. to Isotope Solutions
         Group, Inc., and to authorize the issuance of up to 1,000,000 shares of
         preferred stock, $.001 par value per share. The Company's authorized
         capital also consists of 50,000,000 shares of common stock, $.001 par
         value per share.

         As discussed in Note 1, the Company issued an aggregate of 7,440,005
         shares of its common stock to the former shareholders of ISI in
         exchange for their shares of ISI's capital stock, in a merger
         transaction accounted for retroactively as a recapitalization.
         Simultaneously with this recapitalization, the Company effected a
         2.57315-for-one stock split in the form of a stock dividend.

         All share and per share amounts reflect the stock split and
         recapitalization for all periods presented.

         In May 2000, the Company issued 60,000 (post split) shares of its
         common stock for net proceeds of $15,000 in a private placement.

         In September 2000, the Company completed the sale of 2,603,844
         (post-split) shares of its common stock at a per share price of $.8065,
         realizing net proceeds of $1,826,085. The Company also issued 104,000
         shares of its common stock to two finders of the acquisition (see Note
         1) which shares were valued in the aggregate at $83,876.

         In November 2000, the Company issued 63,387 shares of common stock in
         lieu of payment of legal fees aggregating $51,121.

         In December 2000, the Company completed the sale of 216,987 shares of
         its common stock in a private offering and realized net proceeds of
         $175,000.

         In July 2001, the Company issued options to purchase a total of 30,000
         shares of the Company's stock at an exercise price of $3.00 per share
         to two consultants, and accordingly, recognized $35,100 of compensation
         expense.

NOTE 9 - STOCK OPTION PLAN:

         In September 2000, the Company adopted the EDG Capital, Inc. 2000
         Long-Term Incentive Plan. In November 2001, the Company amended the
         Plan to change the name to the Isotope Solutions Group, Inc. 2000
         Long-Term Incentive Plan (the "Plan") and to increase the maximum
         number of shares of common stock that may be issued under the Plan to
         2,500,000 shares from 1,247,983. The Plan, which expires on December
         31, 2010, authorizes the grant of individual incentive stock options or
         non-qualified options to purchase shares of the Company's common stock.
         As of December 31, 2001, the Company had issued options to purchase an
         aggregate of 1,003,000 shares of common stock under the Plan.

         Pro forma information regarding net income and earnings per share is
         required by SFAS 123, and has been determined as if the Company had
         accounted for its employee stock options under the fair value method of
         that Statement. The fair value for these options was estimated at the
         date of grant using a Black-Scholes option pricing model with the
         following weighted-average assumptions for 2001 and 2000; risk-free
         interest rate of 4.54% and 6.02% respectively, dividend yield of 0% for
         both years, volatility factor of the expected market price of the
         Company's common stock of 78% and 13% respectively, and a
         weighted-average expected life of the option of 2 1/2 years for both
         years.


                                      F-15
<PAGE>



NOTE 9 - STOCK OPTION PLAN (continued):

         The Black-Scholes option valuation model was developed for use in
         estimating the fair value of traded options, which have no vesting
         restrictions and are fully transferable. In addition, option valuation
         models require the input of highly subjective assumptions including the
         expected stock price volatility. Because the Company's employee stock
         options have characteristics significantly different from those of
         traded options, and because changes in the subjective input assumptions
         can materially affect the fair value estimate, in management's opinion,
         the existing models do not necessarily provide a reliable single
         measure of the fair value of its employee stock options.

         For purposes of pro forma disclosures, the estimated fair value of the
         options is amortized to expense over the options' vesting period. The
         Company's pro forma information follows:

<TABLE>
<CAPTION>
                                                                         2001             2000
                                                                     ------------      -----------
         <S>                                                         <C>               <C>
         Pro forma net (loss)                                        $(2,832,535)      $(978,171)
         Pro forma (loss) per common share:
              Basic and diluted                                          (0.26)           (0.12)
</TABLE>

<TABLE>
<CAPTION>

         A summary of the Company's stock option activity, and related information for the years ended December 31, 2000
         and 2001 follows:
                                                                                            Weighted-
                                                                                            Average
                                                                                            Exercise
                                                                         Options              Price
                                                                     ------------       -------------
         <S>                                                           <C>                  <C>
         Outstanding at January 1, 2000                                        -             $    -
         Granted                                                          673,000              0.81
         Exercised                                                            -                   -
                                                                    ------------------ --------------
         Outstanding at December 31, 2000                                 673,000             0.81
         Granted                                                          405,000             2.75
         Exercised                                                             -                 -
         Forfeited                                                        (75,000)            0.99
                                                                    ------------------ --------------
         Outstanding at December 31, 2001                               1,003,000             1.59
                                                                    =============             ====

         Exercisable at the end of December 31, 2000                           -
                                                                    =============
         Exercisable at the end of December 31, 2001                      231,000
                                                                    =============

         Weighted-average fair value of options granted
           during 2000                                              $        0.52
                                                                    =============
         Weighted-average fair value of options granted
           during 2001                                              $        1.07
                                                                    =============
</TABLE>

         The weighted-average remaining contractual life of these options
is 3 years.



                                      F-16
<PAGE>



NOTE 10 - INCOME TAXES:

         The provision (credit) for income taxes is composed of the following:

                                             2001              2000
                                       -------------     -------------
                   Current:
                     Federal           $          -      $          -
                     State                        -                 -

                   Deferred:
                     Federal                  94,750          (110,236)
                     State                    26,724           (30,371)
                                       -------------     --------------
                                       $     121,474     $    (140,607)
                                       =============     ==============

         At December 31, 2001, the Company has net operating loss carryforwards
         (NOLs) of approximately $2,125,000 for income tax purposes that expire
         in years beginning 2020 and accordingly has a deferred tax asset of
         approximately $722,000. The Company has not recorded a deferred tax
         asset since utilization of such is dependent on future taxable profits
         and it is unknown at the present time when future taxable profits will
         be realized.

         The components of deferred income taxes are as follows:

                                                     2001         2000
                                                 ----------    ----------
             Net operating loss carryforward     $ 722,000     $ 246,337
             Less:  valuation allowance           (722,000)     (105,000)
                                                 ----------    ----------
                                                 $       -     $ 141,337
                                                 ==========    ==========

         The reconciliation of income tax computed at the U.S. federal statutory
         tax rates to income tax expense is:

                                                               2001      2000
                                                            -------     -------
            Tax at U.S. statutory rates                     (34.00)%    (34.00)%
            State income taxes net of federal tax benefit    (5.28)      (5.91)
            Other - including net operating loss             34.58       26.72
                                                           -------      ------
                                                             (4.70)%    (13.19)%
                                                           ========    ========

NOTE 11 - COMMITMENTS AND CONTINGENCIES:

     (a) Office Lease:

         In September 2000, the Company entered into a lease for office space
         which lease expires on April 30, 2003. This lease provides for an
         annual rent of $56,100.

     (b) License Fee:

         The Company pays a monthly licensing fee of $25,000 to an unrelated
         entity for the use of its equipment, office space and technical support
         staff. This fee is subject to annual review.


                                      F-17
<PAGE>



NOTE 11 - COMMITMENTS AND CONTINGENCIES (continued):

     (c) Employment Agreements:

         Effective September 8, 2000, the Company entered into an employment
         agreement with its President/Chief Executive Officer. This agreement,
         which expires on September 7, 2003, includes provisions for automatic
         extensions, causes for terminations and non-compete provisions. The
         agreement provides for an annual salary of $200,000, performance
         bonuses as determined by the board of directors, the grant of options
         to purchase 175,000 shares of the Company's common stock and certain
         other perquisites and benefits.

         Effective September 8, 2000, the Company also entered into an
         employment agreement with its Vice President/Chief Operating Officer.
         This agreement, which expires on September 7, 2003, includes provisions
         for automatic extensions, causes for termination and non-compete
         provisions. The agreement provides for an annual salary of $125,000,
         performance bonuses as determined by the board of directors, the grant
         of options to purchase 100,000 shares of the Company's common stock and
         certain other perquisites and benefits.

     (d) Government Regulations:

         The Company is subject to significant governmental regulations since a
         pharmaceutical product generally cannot be sold in the United States
         until it has been approved by the Food and Drug Administration ("FDA").
         Clinical testing and the FDA approval process for a new product usually
         lasts several years and involves substantial financial and other
         resources.

NOTE 12 - ECONOMIC DEPENDENCY:

         The Company purchased raw materials for its nuclear pharmaceuticals
         primarily from two suppliers in 2001 and 2000. Purchases approximated
         $46,175 and $118,130, for 2001 and 2000, respectively.

NOTE 13 - LEGAL PROCEEDINGS:

         In May 2001, the Company was advised by Dr. Stanley E. Order that
         Associates in Radiation Oncology, P.A. had contacted him by letter
         dated April 30, 2001 and claimed that it was entitled to 50% of all
         royalties or fees obtained by Dr. Order from patent No. 5,538,726.
         Associates in Radiation Oncology's claim is apparently based on an
         agreement between Dr. Order and Cooper Hospital/University Medical
         Center dated June 5, 1991, pursuant to which Dr. Order became a
         clinical professor of radiology at the Robert Wood Johnson Medical
         School and a member of Associates in Radiation Oncology. Dr. Order left
         the medical school and ended his relationship with Associates in
         Radiation Oncology in December 1997, when he formed Stanley E. Order,
         M.D., P.C., d/b/a/ Center for Molecular Medicine, a medical practice
         group managed by the Company. The agreement between Dr. Order and
         Cooper Hospital/University Medical Center provided that, in the event
         that research was carried out with any corporate entity on a royalty or
         percentage return basis, Dr. Order would receive 50% of the income, 25%
         would be remitted to a certain Radiation Research Fund, which is now
         defunct, and 25% would be remitted to Associates in Radiation Oncology.
         The agreement also provided that in the event Dr. Order severed his
         relationship with Associates in Radiation Oncology, his percentage
         payment of any royalty payments or fees would continue. The agreement
         did not address the ownership or use of any patents or technology and
         was silent regarding assignment of any patents or technology.
         Associates in Radiation Oncology claims that the fees for obtaining the
         patent were paid by Associates in Radiation Oncology with the
         presumption of return based on future earnings.


                                      F-18
<PAGE>


NOTE 13 - LEGAL PROCEEDINGS (continued):

         At present, the Company is not aware that any litigation has been
         commenced in this matter and believes that Associates in Radiation
         Oncology's claim is without merit. The Company and Dr. Order believe
         that they have meritorious defenses to this claim and intend to defend
         against this claim vigorously.
































                                      F-19


<PAGE>



Independent Auditors' Report



To the Board of Directors
Stanley E. Order, M.D., P.C., d/b/a Center for Molecular Medicine
Garden City, New York

We have audited the accompanying balance sheet of Stanley E. Order, M.D., P.C.,
d/b/a Center for Molecular Medicine (a New York corporation) as of December 31,
2001, and the related statements of operations and deficit, and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Stanley E. Order, M.D., P.C.,
d/b/a Center for Molecular Medicine as of December 31, 2001, and the results of
its operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

The 2000 financial statements were compiled by us. We did not audit or review
those financial statements and, accordingly, express no opinion or other form of
assurance on them.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.

As shown in the financial statements, the Company incurred a net loss of
$970,266 for the year ended December 31, 2001 and has also incurred a
substantial loss for the previous year. As of December 31, 2001, current
liabilities/liabilities exceed current assets/assets by $1,316,474. These
factors, and the others discussed in Note 6 of the notes to the financial
statements, raise substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments relating
to the recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.



                                               KURCIAS, JAFFE & COMPANY LLP


January 28, 2002
Great Neck, New York





                                      F-20
<PAGE>


<TABLE>
<CAPTION>

                          STANLEY E. ORDER, M.D., P.C.,
                       D/B/A CENTER FOR MOLECULAR MEDICINE
                                 BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000

ASSETS                                                  2001             2000
                                                        ----             ----
                                                      (audited)      (unaudited)
<S>                                                <C>             <C>
Current Assets:
 Cash                                                   5,000     $     17,628
 Accounts receivable, net                              93,687          182,654
 Other current assets                                  65,601           65,705
                                                  ------------------------------

Current Assets / Total Assets                     $   164,288     $    265,987
                                                  ==============================

LIABILITIES AND STOCKHOLDER'S (DEFICIENCY)

Current Liabilities:
 Management/licensing fee payable - ISI           $ 1,236,637     $    486,677
 Working capital advances - ISI                       121,540           55,169
 Accounts payable and other current liabilities       122,585           61,989

                                                  ------------------------------
Current Liabilities                                 1,480,762          603,835
                                                  ------------------------------

Long - term Liabilities                                     -            8,360

Total Liabilities                                   1,480,762          612,195
                                                  ------------------------------

Stockholder's (Deficiency):
 Common stock, $.001 par value, 1,000 shares
   authorized, issued and outstanding                       1                1
 Additional paid-in capital                                99               99
 Accumulated (Deficit)                             (1,316,574)        (346,308)
                                                  ------------------------------

Stockholder's (Deficiency)                         (1,316,474)        (346,208)
                                                  ------------------------------

Total Liabilities and Stockholder's (Deficiency)  $   164,288      $   265,987
                                                  ==============================
</TABLE>






                             See accompanying notes.



                                      F-21
<PAGE>


<TABLE>
<CAPTION>
                          STANLEY E. ORDER, M.D., P.C.,
                       D/B/A CENTER FOR MOLECULAR MEDICINE
                STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                     2001           2000
                                                     ----           ----
                                                   (audited)     (unaudited)
<S>                                             <C>             <C>
Fee revenue                                     $   754,273     $    945,037
                                                ----------------------------

Operating expenses:
  Doctors' compensation                             420,417          430,000
  Management/licensing fee - ISI                    754,530          794,444
  Insurance                                          80,529           48,191
  Other operating expenses                          468,783           66,444
                                                ----------------------------

Total operating expenses                          1,724,259        1,339,079
                                                ----------------------------

Operating (loss)                                   (969,986)        (394,042)

Provision for state income taxes                       (280)            (280)
                                                ----------------------------

Net (loss)                                         (970,266)        (394,322)

Retained earnings (deficit) -
    Beginning of year                              (346,308)          48,014
                                                -----------------------------

Accumulated (deficit) - End of year             $(1,316,574)      $ (346,308)
                                                =============================
</TABLE>













                             See accompanying notes.



                                      F-22
<PAGE>


<TABLE>
<CAPTION>
                          STANLEY E. ORDER, M.D., P.C.,
                       D/B/A CENTER FOR MOLECULAR MEDICINE
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                            2001             2000
                                                            ----             ----
                                                         (audited)        (unaudited)
<S>                                                     <C>              <C>
Cash flows provided (used) by operating activities:
Net (loss)                                             $  (970,266)      $  (394,322)
                                                       -----------------------------
Adjustments to reconcile net (loss) to net cash
  (used) by operating activities:
  Allowance for doubtful accounts                           89,771           (11,466)
(Increase) decrease in:
 Accounts receivable                                          (804)          229,324
 Prepaid licensing fee                                           -            72,000
 Other current assets                                          104           (34,309)
Increase (decrease) in:
 Accounts payable and other current liabilities             60,596            27,910
 Management/licensing fee payable - ISI                    749,960            51,256
 Long - term liabilities                                    (8,360)            8,360
                                                       -----------------------------

Total adjustments                                          891,267           343,075
                                                       ----------------------------

Cash flows (used) by operating activities                  (78,999)          (51,247)
                                                       -----------------------------

Cash flows provided by financing activities:
Proceeds from working capital advances                     212,802            55,169
Payments of working capital advances                      (146,431)                -
                                                       -----------------------------

Cash flows provided by financing activities                 66,371            55,169
                                                       -----------------------------

Net (decrease) increase  in cash and equivalents           (12,628)            3,922

Cash and equivalents - Beginning of year                    17,628            13,706
                                                       -----------------------------

Cash and equivalents - End of year                     $     5,000      $     17,628
                                                       =============================



Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest                                               $     5,893      $      1,281
Income taxes                                           $       280      $        380
</TABLE>



                             See accompanying notes.


                                      F-23
<PAGE>


                          STANLEY E. ORDER, M.D., P.C.,
                       D/B/A CENTER FOR MOLECULAR MEDICINE
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS

         Stanley E. Order, M.D., P.C., doing business as the Center for
         Molecular Medicine ("the Company"), was incorporated in New York on May
         8, 1997. The Company specializes in radiation oncology research and
         treatment. Radiation oncology is the treatment of tumors through
         radiation. The Company employs two physicians, Stanley E. Order, M.D.,
         Sc.D, F.A.C.R. and Wayne S. Court, Ph.D., M.D. From the time of its
         incorporation through December 1, 1997, the Company had no operations.
         The Company commenced operations in December 1997, when it entered into
         an exclusive, full service, thirty-year management/licensing agreement
         with Isotope Solutions Inc. ("ISI") formerly known as Molecular
         Radiation Management Inc. (Reference is made to the note regarding the
         management/licensing agreement with ISI).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER
         MATTERS

         Use of estimates
         ----------------

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America ("GAAP")
         requires management to make estimates and assumptions that affect
         reported amounts of assets and liabilities and disclosure of contingent
         assets and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.

         Fair value of financial instruments
         -----------------------------------

         Statement of Financial Accounting Standards No. 107 Disclosures about
         Fair Value of Financial Instruments (FAS 107) requires disclosure of
         the estimated fair values of financial instruments. Fair values
         generally represent estimates of amounts at which a financial
         instrument could be exchanged between willing parties in a current
         transaction other than in a forced liquidation. The carrying amount of
         the Company's financial instruments, which include cash, accounts
         receivable, accounts payable, management/licensing fees payable and
         working capital advances payable, approximates their fair value as of
         December 31, 2001 and 2000.

         Fair value estimates are subjective and are dependent on a number of
         significant assumptions based on management's judgment regarding future
         expected loss experience, current economic conditions, risk
         characteristics of various financial instruments, and other factors. In
         addition, FAS 107 allows a wide range of valuation techniques,
         therefore, comparisons between entities, however similar, may be
         difficult.




                                      F-24
<PAGE>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER
         MATTERS (Continued)

         Concentration of credit risk
         ----------------------------
         The Company maintains a bank account at a high quality bank. At various
         times during the year, the Company's cash in bank balances may exceed
         the federally insured limits of $100,000. The Company has not incurred
         any losses on this account. Management believes it is not exposed to
         any significant credit risk regarding the bank account.

         Concentration of working capital advances - ISI
         -----------------------------------------------
         At times, the Company receives working capital advances to help fund
         its day to day operations. Working capital advances are borrowed from
         ISI on an as needed basis and bear interest at an annual rate of 8%.
         (Reference is made to the note regarding working capital advances). If
         ISI were unable to lend the Company working capital advances it could
         have a substantial impact on the Company's ability to fund their day to
         day operations.

         Personnel
         ---------
         Substantially all of the medical functions of the Company are performed
         by two doctors, Stanley E. Order, M.D. and Wayne S. Court, M.D. If the
         Company were to lose either of these two doctors it could have a
         substantial impact on the Company's operations.

         Reclassifications
         -----------------
         Certain reclassifications have been made to the prior years' financial
         statements to conform to classifications used in the current period.

         Cash and cash equivalents
         -------------------------
         The Company considers all highly liquid investments with a maturity of
         three months or less when purchased to be cash and cash equivalents.

         Allowance for doubtful accounts
         -------------------------------
         As of December 31, 2001, the allowance for doubtful accounts totaled
         $99,384. The Company based the 2001 allowance on a detailed analysis of
         patients' receivable balances as of December 31, 2001. As of December
         31, 2000, the allowance for doubtful accounts totaled $9,613. The
         Company based the 2000 allowance on five percent (5%) of gross accounts
         receivable as of December 31, 2000. Management believes that the above
         are reasonable estimates of doubtful accounts as of December 31, 2001
         and 2000.

         Income taxes
         ------------
         The Company has available at December 31, 2001, unused net operating
         loss carryforwards of approximately $1,215,000 that may be applied
         against future taxable income. This unused operating loss carryforward
         will expire in the years 2018 through 2021, with the majority of the
         loss carryforward expiring in the years 2020 and 2021. The Company has
         not recorded a deferred tax asset since utilization of such a deferred
         tax asset is dependent on future taxable profits and it is unknown at
         the present time when future taxable profits will be realized.



                                      F-25
<PAGE>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER
         MATTERS (Continued)

         Income taxes (continued)
         -----------------------
         The components of the provision for Federal and State income taxes for
         the year ended December 31, 2001 and 2000, is as follows:

                                                   2001           2000
                                                 -------        -------
                Federal income taxes             $     -        $     -
                State income taxes                   280            280
                                                 -------        ------
                  Total                          $   280        $   280
                                                 =======        =======

         State income taxes are comprised of minimum New York State income taxes
         to which the Company is subject.

         Revenue recognition
         -------------------
         The Company earns fees from evaluating and treating cancer patients.
         Revenues generated from such services are recognized as such services
         are provided.

         New accounting standards
         ------------------------

         In December 1999, the Securities and Exchange Commission (SEC) issued
         Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in
         Financial Statements" (SAB No. 101). SAB No. 101 expresses the views of
         the SEC staff in applying generally accepted accounting principles to
         certain revenue recognition issues. Subsequently, SAB Nos. 101A and
         101B were issued delaying the implementation of SAB No. 101 to the
         fourth quarter of 2000. The SAB required companies to report any
         changes in revenue recognition as a cumulative change in accounting
         principles at the time of implementation in accordance with Accounting
         Principles Board ("APB") Opinion 20, "Accounting Changes". The adoption
         of SAB 101 did not have a material impact on the Company's financial
         position or results of operations.

         In March 2000, the FASB issued Interpretation No. 44 (FIN 44),
         "Accounting for Certain Transactions involving Stock Compensation, an
         Interpretation of APB Opinion No. 25." FIN 44 clarifies the application
         of APB No. 25 for certain issues, including the definition of an
         employee, the treatment of the acceleration of stock options and the
         accounting treatment for options assumed in business combinations. FIN
         44 became effective on July 1, 2000, but is applicable for certain
         transactions dating back to December 1998. The adoption of FIN 44 did
         not have a material impact on the Company's financial position or
         results of operations.

         In July 2001, the FASB issued Statement of Financial Accounting
         Standards No. 141, "Business Combinations" ("SFAS 141") and Statement
         of Financial Accounting Standards No. 142, "Goodwill and Other
         Intangible Assets" ("SFAS 142"). SFAS 141 requires all business
         combinations to be accounted for using the purchase method of
         accounting and is effective for all business combinations completed
         after June 30, 2001. SFAS 142 requires goodwill to be tested for
         impairment under certain circumstances, and written-off when impaired,
         rather than being amortized as previous standards required.
         Furthermore, SFAS 142 requires purchased intangible assets to be
         amortized over their estimated useful lives unless these lives are
         determined to be indefinite. SFAS 142 is effective for fiscal years
         beginning after December 15, 2001. SFAS 142 did not have a material
         impact on the Company's operating results or financial position.


                                      F-26

<PAGE>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER
         MATTERS (Continued)

         New accounting standards (continued)
         ------------------------------------

         On October 3, 2001, the FASB issued Statement of Financial Accounting
         Standards No. 144, "Accounting for the Impairment or Disposal of
         Long-Lived Assets" ("SFAS 144"), that is applicable to financial
         statements issued for fiscal years beginning after December 15, 2001.
         The FASB's new rules on asset impairment supercede SFAS 121,
         "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
         Assets to be Disposed Of," and portions of Accounting Principles Board
         Opinion 30, "Reporting the Results of Operations". This Standard
         provides a single accounting model for long-lived assets to be disposed
         of and significantly changes the criteria that would have to be met to
         classify an asset as held-for-sale." The adoption of SFAS 144 did not
         have a material impact on the Company's financial position or results
         of operations.

NOTE 3 - COMITTMENTS AND CONTINGENCIES

         Management/licensing agreement - Isotope Solutions Inc.
         -------------------------------------------------------

         On December 1, 1997, the Company entered into an exclusive, full
         service thirty-year management/licensing agreement with Isotope
         Solutions Inc. ("ISI"), expiring on November 30, 2027. Pursuant to the
         agreement, ISI provides the Company with a fully equipped and furnished
         research laboratory and treatment space and all necessary supplies,
         including the components of nuclear pharmaceuticals. ISI also provides
         the Company with all clerical personnel and other non-medical personnel
         sufficient to manage the Company's practice and research activities.
         Under the agreement, ISI also licenses to the Company the methods for
         treating solid tumor cancers covered by ISI patents. In addition, ISI
         also provides the group with a range of consulting and practice
         management services, including billing and collection.

         Per the agreement, the Company is obligated to continue its research
         relating to ISI's nuclear pharmaceutical technologies and ISI owns all
         right, title and interest in and to any and all improvements to the
         nuclear pharmaceutical technologies that derive from the Company's
         research.















                                      F-27
<PAGE>



NOTE 3 - COMITTMENTS AND CONTINGENCIES (continued):

         Management/licensing agreement - Isotope Solutions Inc. (continued)
         -------------------------------------------------------------------

         The management/license agreement provides that the Company will pay
         license fees on a monthly basis and management fees on a weekly and
         monthly basis. The weekly management fee covers consulting, billing and
         collection services and medical supplies. The monthly management fee
         covers treatment and laboratory space, furnishings and equipment,
         clerical services and staff and managerial and administrative services.
         The billing and collection services portion of the weekly management
         fee is based upon a percentage of the medical group's billings. The
         consulting and medical supplies portions of the weekly management fee
         are each equal to ISI's actual costs plus a percentage of such costs as
         a markup. The weekly fee markup and the monthly license and management
         fees are set each year in advance by mutual agreement of the parties.
         Fees under the agreement totaled $754,530 and $794,444 for the years
         ended December 31, 2001 and 2000, respectively. The fees include
         $60,000 and $72,000 of license fees for the years ended December 31,
         2001 and 2000, respectively.

         Pursuant to the agreement, ISI maintains a security interest in all of
         the Company's accounts receivable.

         Either party, due to a non-compliance of terms, may terminate the
         agreement under the agreement. However, the agreement contains certain
         non-competition and restrictive covenants against the Company, if the
         agreement is terminated, regardless of any reason.

         The agreement also allows ISI to purchase the Company for $100 if it
         should ever become lawful for ISI to acquire and operate the Company.

         The agreement also outlines terms for any working capital advances made
         to the Company. (Reference is made to the note regarding working
         capital advances).

         Stanley E. Order, M.D. - physician's employment contract
         --------------------------------------------------------
         On January 1, 1998, the Company entered into a three` year employment
         agreement, expiring on December 31, 2000, with its sole stockholder and
         president, Stanley E. Order, M.D. This agreement was amended and
         modified on January 1, 2000, and again modified effective December 1,
         2001, and expires on December 31, 2003.




                                      F-28
<PAGE>


NOTE 3 - COMITTMENTS AND CONTINGENCIES (continued):

         Management/licensing agreement - Isotope Solutions Inc. (continued)
         ------------------------------------------------------------------

         The original agreement provided for an annual salary of $300,000 to be
         paid to Dr. Order. Beginning January 1, 2000, the agreement was
         modified to an annual salary of $180,000 based on a three-day workweek.
         Dr. Order had been working four days a week through December 31, 1999.
         Subsequently, beginning December 1, 2001, the agreement was modified to
         an annual salary of $65,000 based on a one-day workweek. Other
         compensation that the Company is to provide to Dr. Order, under the
         agreement, includes various employee benefits. Moreover, per the
         agreement, the Company is to maintain, for the benefit of Dr. Order,
         medical malpractice insurance coverage under primary and excess
         policies with respect to all patients seen on behalf of the practice,
         with coverage of at least $1 million per event and $3 million in the
         aggregate. Present coverage is $1 million per event and $3 million in
         the aggregate.

         In exchange for the above compensation package, Dr. Order is to conduct
         research in the field of oncological radiology and to care for and
         treat patients of the practice. Dr. Order is to work on a full time
         basis of three days per week.

         The agreement also contains certain covenants for Dr. Order not to
         compete for a period of one year to be applied after either the
         expiration or termination of the agreement. In addition, this contract
         may be terminated by either party, prior to its expiration, for
         reasonable cause such as the loss of the physician's license by Dr.
         Order.

         Wayne S. Court, M.D. - physician's employment contract
         ------------------------------------------------------

         On July 15, 1998, the Company entered into a one-year employment
         agreement, which expired on July 14, 1999, with Wayne S. Court, M.D.
         This agreement has similar terms to Dr. Order's employment agreement
         with the Company (reference is made to the note regarding Physician's
         employment agreement with Dr. Stanley E. Order, M.D.). However, this
         agreement provides for an annual salary of $250,000 to be paid to Dr.
         Court. In addition, the agreement provides for an annual bonus of up to
         $150,000 to be paid to Dr. Court. The bonus is to be determined
         annually by the Board of Directors. This contract is currently on a
         month to month basis and has yet to be formally renewed. Furthermore,
         Dr. Court is to be employed on a full time basis of five days per week.
         Present malpractice insurance coverage on Dr. Court is $1 million per
         event and $3 million in the aggregate.

         Government Regulations
         ----------------------

         The Company is subject to significant governmental regulations since in
         the United States the Food and Drug Administration ("FDA") must approve
         a pharmaceutical product before it can be sold. Clinical testing and
         the FDA approval process for a new product usually lasts several years
         and involves substantial financial and other resources.




                                      F-29
<PAGE>


NOTE 3 - COMITTMENTS AND CONTINGENCIES (continued):

         Management/licensing agreement - Isotope Solutions Inc. (continued)
         -------------------------------------------------------------------

         Legal Matter
         ------------

         On April 30, 2001 Dr. Stanley E. Order received a letter from
         Associates in Radiation Oncology, P.A. ("AROPA") which claimed that
         AROPA was entitled to 50% of all royalties or fees obtained by Dr.
         Order from patent No. 5,538,726. AROPA's claim is apparently based on
         an agreement between Dr. Order and Cooper Hospital/University Medical
         Center dated June 5, 1991, pursuant to which Dr. Order became a
         clinical professor of radiology at the Robert Wood Johnson Medical
         School and a member of AROPA. Dr. Order left the medical school and
         ended his relationship with AROPA in December 1997, when he formed
         Stanley E. Order, M.D., P.C., d/b/a Center for Molecular Medicine. The
         agreement between Dr. Order and Cooper Hospital/University Medical
         Center provided that in the event that research was carried out with
         any corporate entity on a royalty or percentage return basis, Dr. Order
         would receive 50% of the income, 25% would be remitted to a certain
         Radiation Research Fund, which is now defunct, and 25% would be
         remitted to AROPA. The agreement also provided that in the event Dr.
         Order severed his relationship with AROPA, his percentage payment of
         any royalty payments or fees would continue.

         The agreement did not address the ownership or use of any patents or
         technology and was silent regarding assignment of any patents or
         technology. AROPA claims that the fees for obtaining the patent were
         paid by AROPA with the presumption of return based on future earnings.

         Currently, the Company is not aware that any litigation has been
         commenced in this matter and believes that AROPA's claim is without
         merit. The Company and Dr. Order believe that they have meritorious
         defenses to this claim and intend to defend against this claim
         vigorously. Therefore, the ultimate outcome of this matter cannot
         presently be determined.

NOTE 4 - WORKING CAPITAL ADVANCES

         The Company periodically receives working capital advances from ISI.
         Such advances bear interest at an annual rate of 8%. Interest incurred
         on these advances was $5,802 and $169 for the years ended December 31,
         2001 and 2000, respectively. Working capital advances payable were
         $121,540 and $55,169 as of December 31, 2001 and 2000, respectively.


NOTE 5 - RELATED PARTIES

         The Vice President of the Company, Shraga David Aranoff, is also the
         Chief Operating Officer of Isotope Solutions Group, Inc.



                                      F-30
<PAGE>



NOTE 6 - GOING CONCERN

         The accompanying financial statements have been prepared in conformity
         with accounting principles generally accepted in the United States of
         America, which contemplates continuation of the Company as a going
         concern. However, the Company has sustained substantial operating
         losses beginning in 2000. In addition, at December 31, 2001, current
         liabilities exceed total assets by $1,316,474. Further, the Company has
         recently relied on ISI to provide working capital advances in order to
         fund the Company's day to day operations.

         In view of these matters, the Company, without the availability of
         working capital advances, may be unable to continue as a going concern.

         Management believes that the Company will be able to continue to obtain
         working capital advances on an as needed basis. Furthermore, management
         believes that they are taking necessary steps to help reverse the above
         matters.


























                                      F-31