SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

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

For the fiscal year ended December 31, 2000

                                       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

                                EDG CAPITAL, 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.

                           ---------------------------

      The Registrant hereby amends the following items, financial statements,
exhibits or other portions of its Annual Report on Form 10-KSB for the year
ended December 31, 2000 as set forth in the pages attached hereto:

Item 6. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

Item 7. Financial Statements.

<PAGE>

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

      Introduction

      EDG Capital, Inc. 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, EDG acquired Isotope Solutions, Inc. Subject to shareholder
approval, we intend to amend EDG's certificate of incorporation to change its
name to Isotope Solutions Group, Inc.

      EDG holds 100 percent 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, or radioactive cisplatin, a radioactive variation of a
commonly used chemotherapy drug, and colloidal P32 macro-aggregated albumin, 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 assigned Patent No.
5,424,288 to ISI and in August 2000, Dr. Order 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. We paid Dr. Order one dollar for the
assignment of each of the patents. We are not obligated to pay him 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 these drugs to treat cancer. The patents do not give us the right to
prevent others from using the drugs 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 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. We paid Dr. Order one dollar for the assignment
of the patent. We are not obligated to pay him 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.
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


                                       2
<PAGE>

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.

      License fees and management fees from the medical groups we manage
generated approximately $2,240,000 in gross revenues in the past two years,
including $2,033,000 in license fees and $207,000 in management 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. In December 1999, we determined
that the license fee we charged 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 study during the year. 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 paid for
1999 would cover 2000 as well. As a result, we effectively reduced the license
fee for 1999 retroactively by 50%. In December 2000 we set the license fee to be
paid by the Center for Molecular Medicine in 2001 at $60,000. We do not
presently anticipate that we will waive any portion of the 2001 license fee.

      As of December 31, 2000, Stanley E. Order, M.D., P.C., d/b/a Center for
Molecular Medicine, owed us an aggregate of approximately $486,700 against fees
billed in 2000. As of December 31, 2000, Mitchell E. Levine, M.D., P.C., d/b/a
Center for Neuro-Oncology, owed us approximately $69,500 against fees billed in
2000 and New York Medical Oncology, P.C., d/b/a Center for Medical Oncology,
owed us approximately $145,500 against fees billed in 2000. Typically, there is
a lag between our invoice to the medical groups and payment of the invoices by
the medical groups. The lag exists because the medical groups must receive
payment for their services from the patients and their insurance companies
before they can pay us. At December 31, 2000, Stanley E. Order, M.D., P.C.,
d/b/a Center for Molecular Medicine, was owed approximately $182,000 for
services rendered to its patients, Mitchell E. Levine, M.D., P.C., d/b/a Center
for Neuro-Oncology, was owed approximately $21,800 for services rendered to its
patients and New York Medical Oncology, P.C., d/b/a Center for Medical Oncology,
was owed approximately $45,800 for services rendered to its patients. As of
December 31, 2000, we have recorded a provision of $200,000 against fees
receivable from the medical groups. 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 not yet 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 supply 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


                                       3
<PAGE>

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 pharmaceuticals. 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 December 21, 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 the Center for Molecular Medicine to
submit an Investigational New Drug Application for colloidal P32/MAA. The Center
for Molecular Medicine filed the IND that month. On December 21, 2000, the FDA
advised 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 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. The Center for Molecular Medicine has
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.

      The medical groups we manage also participate in clinical studies
sponsored by third parties. Because certain portions of the management fees we
are paid by the medical groups we manage are based on a percentage of the
medical groups' billings, we share in the revenues earned by the medical groups
for their participation in third party clinical studies. As with the clinical
studies of our nuclear pharmaceuticals, 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.

      Approximately 45% of the patients treated by the medical groups we manage
are enrolled in the clinical studies of colloidal P32/MAA and approximately 1%
are enrolled in third party clinical studies. Approximately 54% of the patients
treated by the medical groups are not enrolled in any formal study being
conducted by the medical groups we manage.

      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, 2000 and 1999

Revenues

      Revenues for the year ended December 31, 2000 decreased to $1,013,749, as
compared to $1,225,766 for the corresponding period of the prior year. This
decrease of $212,017, or 17.3%, was due to diminished revenue generated during
this period by the medical groups we manage. To date, the ability of the medical
groups to attract patients, and income derived from the treatment of those
patients, has depended to a great


                                       4
<PAGE>

extent on our public relations efforts, which have resulted in extensive media
exposure. In 2001, we have embarked on a comprehensive advertising program to
complement our existing public relations efforts.

Costs and Expenses

      Costs of revenues decreased by $74,462 when comparing the year ended
December 31, 2000 to the year ended December 31, 1999 as a result of a decrease
in medical supplies required. Research and development increased from $611,190
to $791,336 when comparing the year ended December 31, 2000 to the year ended
December 31, 1999. This increase of $180,146 is represented by an increase in
medical supplies (isotopes) as well as wage increases and new hires attributable
to commencement of new clinical trials for the treatment of high-grade brain
tumors under ISI's new contract with the Mitchell E. Levine, MD, PC d/b/a Center
for Neuro-Oncology. General and administrative expenses increased by $354,360
when comparing the year ended December 31, 2000 to the year ended December 31,
1999. The primary reasons for this increase are (a) 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 (b) a finder's fee of $84,000 paid in connection with the acquisition
of ISI and (c) wage increases and new hires.

      From 1997 through December 31, 2000, we incurred an aggregate of
approximately $1,467,000 in research and development costs relating to our
colloidal P32/MAA technology, and approximately $190,000 in research and
development costs relating to our radioactive cisplatin technology.

      The medical groups we manage have enrolled over 90 patients in three
separate studies of P32/MAA. One study, a Phase II study involving pancreatic
cancer that has not previously been treated using other methodologies, is
nearing completion. A second Phase II study in pancreatic cancer that has been
previously been treated using other methodologies, is expected to be completed
in approximately two years. The third study, a Phase I study involving brain
cancer, is expected to be completed in approximately six months. Phase II
studies in brain cancer, which will follow the Phase I study, are expected to
take an additional three to four years. We intend to approach the FDA shortly
regarding the adequacy of the data gathered in the Phase II study of pancreatic
cancer that has not previously been treated with other methodologies to support
approval of the product for this indication. We will approach the FDA regarding
the adequacy of the data from the other Phase II studies once 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. We describe the differences
between Phase I, Phase II and Phase III studies in the Business-Government
Regulation section of this report. 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.

      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. 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 product. These Phase II studies, which may last several years, are
expected to 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.


                                       5
<PAGE>

Net Income (Loss)

      For the year ended December 31, 2000, we had a net loss of $555,671 ($.07
per share) versus a net loss of $36,155 ($.00 per share) for the year ended
December 31, 1999. 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, 2000, our balance sheet reflected cash of $1,032,563,
working capital of $1,738,119 and a current ratio of 20.0 to 1. At our year end
of December 31, 1999, the balance sheet reflected cash of only $19,145, working
capital of $334,000 and a current ratio of 3.3 to 1. The primary reason for the
positive increase in our liquidity was the completion of a private placement of
common stock in September 2000, which resulted in net cash proceeds of
approximately $1,900,000.

      We believe that our cash on hand and revenues we expect to generate from
our business will be sufficient to fund our operations for at least the next 12
months. Further, we are not aware of any material trend, event or capital
commitment that would potentially adversely affect liquidity.

ITEM 7. FINANCIAL STATEMENTS

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


                                       6
<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 May 21, 2001.

                                       EDG CAPITAL, INC.


                                       By /s/ Jack Schwartzberg
                                          --------------------------------------
                                              Jack Schwartzberg, Chief Executive
                                              Officer and President


                                       7
<PAGE>

                        - INDEX TO FINANCIAL STATEMENTS -

                                                                            Page
                                                                            ----

Consolidated Financial Statements of EDG Capital, Inc. and Subsidiary

Independent Auditors' Report - Successor Auditor                             F-2

Independent Auditors' Report - Predecessor Auditor                           F-3

Consolidated Financial Statements:

   Balance Sheets as of December 31, 2000 and 1999                           F-4

   Statements of Operations for the Two Years in the Period
     Ended December 31, 2000                                                 F-5

   Statements of Shareholders' Equity for the Two
     Years in the Period Ended December 31, 2000                             F-6

   Statements of Cash Flows for the Two Years in the Period
     Ended December 31, 2000                                                 F-7

Notes to Consolidated Financial Statements of EDG Capital, Inc.
    and Subsidiary                                                           F-8

Unaudited Financial Statements of Stanley E. Order, M.D., P.C.:

    Balance Sheets as of December 31, 2000 and 1999                         F-18

    Statements of Operations (and Deficit) for the Years Ended
      December 31, 2000 and 1999                                            F-19

    Statements of Cash Flows for the Years Ended
      December 31, 2000 and 1999                                            F-20

Notes to Unaudited Financial Statements of Stanley F. Order, M.D., P.C.     F-21


                                      F-1
<PAGE>

Independent Auditors' Report

To the Board of Directors and Shareholders
EDG Capital, Inc.
Garden City, New York

We have audited the accompanying consolidated balance sheet of EDG Capital, Inc.
(a New York corporation) and subsidiary as of December 31, 2000, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the year 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 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 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
audit provides 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 EDG Capital, Inc.
and subsidiary as of December 31, 2000, and the results of their operations and
their cash flows for the year then ended in conformity with accounting
principles generally accepted in the Unites States of America.


                                                LAZAR LEVINE & FELIX LLP

New York, New York
March 23, 2001


                                      F-2
<PAGE>

KURCIAS, JAFFE & COMPANY LLP
CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
EDG Capital, Inc.
Garden City, New York

                                                Independent Auditors' Report

We have audited the accompanying consolidated balance sheet of EDG Capital,
Inc., (a New York corporation) and subsidiary as of December 31, 1999 and the
related consolidated statements of operations, shareholders' equity and cash
flows for the year then ended. These consolidated 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 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
audit provides 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 EDG Capital, Inc.
and subsidiary as of December 31, 1999 and the results of their operations and
their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

Great Neck, New York
August 11, 2000


                                              /s/ Kurcias, Jaffe & Company LLP
                                              Kurcias, Jaffe & Company LLP
                                              Certified Public Accountants


                                      F-3
<PAGE>

                        EDG CAPITAL, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

                                   - ASSETS -

                                                        2000           1999
                                                     -----------  --------------
                                                                  (as restated -
                                                                    See Note 1)
CURRENT ASSETS:
   Cash                                              $ 1,032,563    $    19,145
   Fees receivable - net of allowance for
    doubtful accounts of $200,000 for
    2000 (Note 3a)                                       501,647        435,421
   Income tax refund receivable                           15,258             --
   Loans and advances (Note 3b)                          148,495            555
   Deferred tax asset (Note 8)                            36,550             --
   Prepaid expenses and other                             94,893         25,020
                                                     -----------    -----------

TOTAL CURRENT ASSETS                                   1,829,406        480,141
                                                     -----------    -----------

FIXED ASSETS - NET (Note 4)                               90,209          9,697
                                                     -----------    -----------

OTHER ASSETS:
   Intangible assets - net (Note 5)                       13,386          7,393
   Security deposits and other                             2,694          2,694
   Deferred tax asset (Note 8)                           104,787             --
                                                     -----------    -----------
                                                         120,867         10,087

                                                     $ 2,040,482    $   499,925
                                                     ===========    ===========

                     - LIABILITIES AND SHAREHOLDERS' EQUITY -

CURRENT LIABILITIES:
   Accounts payable                                  $    73,746    $    70,007
   Accrued expenses                                       17,541          4,134
   Deferred revenue (Note 3a)                                 --         72,000
                                                     -----------    -----------

TOTAL CURRENT LIABILITIES                                 91,287        146,141
                                                     -----------    -----------

COMMITMENTS AND CONTINGENCIES (Note 9)

SHAREHOLDERS' EQUITY (Notes 6 and 7):
   Common stock, par value $.001; authorized
    50,000,000 shares; 11,052,232 and
    8,004,014 shares issued and outstanding
    in 2000 and 1999, respectively                        11,052          8,004
   Additional paid-in capital                          2,470,507        322,473
   Retained earnings (accumulated deficit)              (532,364)        23,307
                                                     -----------    -----------

                                                       1,949,195        353,784
                                                     -----------    -----------

                                                     $ 2,040,482    $   499,925
                                                     ===========    ===========

                             See accompanying notes.


                                      F-4
<PAGE>

                        EDG CAPITAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                2000            1999
                                                            -----------     -----------
<S>                                                         <C>             <C>
REVENUE:
  Management fees                                           $   884,249     $ 1,148,966
  License fees                                                  129,500          76,800
                                                            -----------     -----------
                                                              1,013,749       1,225,766
                                                            -----------     -----------

COSTS AND EXPENSES:
  Costs of revenues                                             418,947         493,409
  Research and development                                      791,336         611,190
  General and administrative expenses                           521,232         166,872
  Interest expense                                                3,030              --
  Interest and other income                                     (24,518)        (19,646)
                                                            -----------     -----------
                                                              1,710,027       1,251,825
                                                            -----------     -----------

INCOME (LOSS) BEFORE PROVISION (CREDIT) FOR INCOME TAXES       (696,278)        (26,059)

  Provision (credit) for income taxes (Note 8)                 (140,607)         10,096
                                                            -----------     -----------

NET INCOME (LOSS)                                           $  (555,671)    $   (36,155)
                                                            ===========     ===========

EARNINGS (LOSS) PER COMMON SHARE:

   Basic and fully diluted                                  $      (.07)    $       .00
                                                            ===========     ===========

WEIGHTED AVERAGE SHARES OUTSTANDING                           8,451,616       7,440,005
                                                            ===========     ===========
</TABLE>

                             See accompanying notes.


                                      F-5
<PAGE>

                        EDG CAPITAL, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                               Additional                       Total
                                                   Common        Paid-In      Accumulated    Shareholders'
                                   Shares          Stock         Capital        Deficit         Equity
                                 -----------    -----------    -----------    -----------    -------------
<S>                               <C>           <C>            <C>            <C>             <C>
Balance at December 31, 1998,
  as restated                      8,004,014    $     8,004    $   322,473    $    59,462     $   389,939

Net income for the year                   --             --             --        (36,155)        (36,155)
                                 -----------    -----------    -----------    -----------     -----------

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                     --             --             --       (555,671)       (555,671)
                                 -----------    -----------    -----------    -----------     -----------

Balance at December 31, 2000      11,052,232    $    11,052    $ 2,470,507    $  (532,364)    $ 1,949,195
                                 ===========    ===========    ===========    ===========     ===========
</TABLE>

                             See accompanying notes.


                                      F-6
<PAGE>

                        EDG CAPITAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                 2000            1999
                                                             -----------     -----------
<S>                                                          <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                         $  (555,671)    $   (36,155)
   Adjustments to reconcile net income (loss) to net cash
    flows from operating activities:
      Depreciation and amortization                               13,984          16,456
      Allowance for doubtful accounts                            200,000              --
      Compensatory shares                                        134,997              --
      Deferred taxes                                            (141,337)             --
   Changes in operating assets and liabilities:
      Fees receivable                                           (266,226)         56,184
      Prepaid expenses and other                                 (85,131)        (42,196)
      Loans and advances                                        (147,940)             --
      Accounts payable                                             3,739         (33,370)
      Accrued expenses                                            13,407             (43)
      Deferred revenue                                           (72,000)         72,000
                                                             -----------     -----------
      Net cash (used) provided by operating activities          (902,178)         32,876
                                                             -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures                                       (93,940)        (11,715)
      Patent costs                                                (6,549)         (7,654)
                                                             -----------     -----------
      Net cash (used) by investing activities                   (100,489)        (19,369)
                                                             -----------     -----------

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

NET INCREASE IN CASH                                           1,013,418          13,507

CASH, BEGINNING OF YEAR                                           19,145           5,638
                                                             -----------     -----------

CASH, END OF YEAR                                            $ 1,032,563     $    19,145
                                                             ===========     ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
      Interest paid                                          $     3,030     $        --
      Income taxes paid                                            3,901          26,079
</TABLE>

                             See accompanying notes.


                                      F-7
<PAGE>

                        EDG CAPITAL, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1 - DESCRIPTION OF BUSINESS:

            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. Subject to
            shareholder approval, the Company intends to amend its certificate
            of incorporation to change its name 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 EDG.

            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 has also adopted
            the fiscal year end of ISI which is December 31. EDG Capital, Inc.,
            the former reporting company, had no operation prior to the
            recapitalization.

            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 our 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 is owns the U.S. patent rights: radioactive cisplatin
            (195M cisplatin), a radioactive variation of a commonly used
            chemotherapy drug, and colloidal P32 macro-aggregated albumin (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 group's
            research.


                                      F-8
<PAGE>

NOTE 2 - 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.

            The 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 and
            accounts payable, approximates their fair value at December 31, 2000
            and 1999.

      (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
            which 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. Management does not believe
            significant risk exists in connection with the Company's
            concentrations of credit at December 31, 2000, and does not believe
            that an allowance for doubtful accounts is warranted at this time.

      (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 2 - 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 method. Amortization of leasehold improvements is
            provided using the straight-line method over the term of the related
            lease or the life of the respective asset, whichever is shorter.
            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 property is amortized by the straight line
            method, over their remaining useful lives, ranging from 9 to 19
            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 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 FASB Statement No. 123, Accounting for Stock-Based
            Compensation, (FAS 123) 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.

      (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 2 - 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 is to provide include, but are 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 believes that they currently comply with the criteria
            included in SAB No. 101 (See Note 2n below).

      (k)   Marketing and Business Promotion:

            The Company expenses all marketing and business promotion
            expenditures as incurred. The Company incurred $76,209 and $79,703
            in marketing and business promotion costs during 2000 and 1999,
            respectively.

      (l)   Research and Development Expenses:

            Research and development costs are charged to expense when incurred
            and aggregated $791,336 and $611,190 for 2000 and 1999,
            respectively. Expenses directly related to research and development
            activities include the purchase of nuclear products (isotopes) and
            consulting fees incurred in the development of the Company's
            technologies. The Company also allocates certain overhead costs to
            research and development such as: (a) officers' salaries based on
            administrative time spent towards such activities; (b) rent based on
            space deemed utilized for such purposes and (c) transportation costs
            for patients participating in clinical trials.

      (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:

            Accounting standards adopted during 1999 include SFAS No. 130,
            "Reporting Comprehensive Income," and SFAS No. 131, "Disclosures
            about Segments of an Enterprise and Related Information." To date,
            the adoption of these standards had no effect on the Company's
            consolidated results of operations, financial position, or cash
            flows.


                                      F-11
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

      (n)   New Accounting Standards (Continued):

            SFAS No. 130 establishes standards for the reporting and display of
            comprehensive income, which is defined as all changes in
            shareholders' equity during a period except those resulting from
            investments by and distributions to shareholders. The standard
            requires reporting certain transactions that result in a change in
            shareholders' equity to be included in other comprehensive income
            and displayed as a separate component in the consolidated statement
            of shareholders' equity.

            SFAS No. 131 establishes new standards for determining operating
            segments and disclosure requirements for those segments, products,
            geographic areas, and major customers.

            The Company also adopted SOP 98-1, "Accounting for the Costs of
            Computer Software Developed or Obtained for Internal Use," which
            requires that certain costs related to developing or obtaining
            internal use software should be capitalized. The adoption of this
            standard did not have a material effect on the Company's
            consolidated results of operations, financial position, or cash
            flows.

            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 2001. The SAB requires 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 Company does not believe that the adoption of SAB 101
            will have a material impact on the Company's financial position or
            results of operations.

            In March 2000, the Financial Accounting Standards Board (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.

            SFAS No. 132, "Employers' Disclosures about Pensions and Other
            Postretirement Benefits," revises the disclosure requirements
            related to pension and other postretirement benefits. The new
            standard does not change the measurement or accounting recognition
            for such plans. The Company does not currently provide any such
            benefits.

            New accounting standards issued include SFAS No. 133, "Accounting
            for Derivative Instruments and Hedging Activities," which
            establishes a comprehensive standard for the recognition and
            measurement of derivatives and hedging activities. The new standard
            requires that all derivatives be recognized as assets or liabilities
            in the statement of financial position and measured at fair value.
            Gains or losses resulting from changes in fair value are required to
            be recognized in current earnings unless specific hedge criteria are
            met. SFAS No. 133 will become effective for the Company beginning in
            the first quarter of fiscal year 2001. The Company has not
            determined the effect of this new standard; however, due to the
            Company's limited use of derivatives, the impact is not expected to
            be material.


                                      F-12
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

      (o)   Reclassifications:

            Certain items on the financial statements for the 1999 year have
            been reclassified to conform to the current year's presentation.

NOTE 3 - FEES RECEIVABLE/LOANS AND ADVANCES:

      (a)   Fees Receivable:

            As of December 31, 2000, fees receivable consisted of management
            fees and license fees due from three medical groups managed by the
            Company. As of December 31, 1999, fees receivable were due from one
            group which was the Company's only client during that year.

      (b)   Loans and Advances:

            The Company periodically makes working capital advances to the three
            medical groups it currently manages. Such advances bear interest at
            an annual rate of 8%. Interest earned for 2000 aggregated $1,680 and
            is included in the balance receivable as of December 31, 2000 of
            $148,495.

NOTE 4 - FIXED ASSETS:

            Fixed assets consisted of the following as of December 31, 2000 and
            1999.

                                                         2000        1999
                                                       --------    --------
                Computer and telephone equipment       $ 85,683    $ 55,161
                Medical equipment                         5,229          --
                Furniture and fixtures                   21,052      12,685
                Leasehold improvements                   49,822          --
                                                       --------    --------
                                                        161,786      67,846
                Less:  accumulated depreciation and
                  amortization                           71,577      58,149
                                                       --------    --------
                                                       $ 90,209    $  9,697
                                                       ========    ========

            Depreciation and amortization amounted to $13,428 and $16,195 for
            2000 and 1999, respectively.

NOTE 5 - INTANGIBLE ASSETS - PATENTS:

            The Company owns all rights to three patents which were assigned to
            ISI. Fees associated with establishing, filing and re-registering
            these patents have been capitalized and are being amortized over
            their remaining useful lives ranging from 9 to 19 years.
            Amortization for the years ended 2000 and 1999 aggregated $556 and
            $261, respectively.


                                      F-13
<PAGE>

NOTE 6 - SHAREHOLDERS' EQUITY:

            The Company's authorized capital 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 have been restated to reflect the
            stock split and recapitalization for all periods presented.

            In May 2000, the Company issued 154,389 shares of its common stock
            for net proceeds of $15,000 in a private placement.

            In September 2000, the Company completed the sale of 2,603,845
            (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.

NOTE 7 - STOCK OPTION PLAN:

            In September 2000, the Company adopted the EDG Capital, Inc. 2000
            Long-Term Incentive Plan (the "Plan") which is subject to
            shareholder approval. 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. The maximum number of shares that may be issued under the
            Plan is 1,247,983. As of December 31, 2000, the Company had issued
            options to purchase an aggregate of 673,000 shares of common stock
            under the Plan.

            Pro forma information regarding net income and earnings per share is
            required by Financial Accounting Standards Board Statement 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 2000; risk-free interest rate of
            6.02%, dividend yield of 0%, volatility factor of the expected
            market price of the Company's common stock of .13, and a
            weighted-average expected life of the option of 2 1/2 years.

            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.


                                      F-14
<PAGE>

NOTE 7 - STOCK OPTION PLAN (Continued):

            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:

                                                           2000
                                                        ----------
            Pro forma net income                        $(480,171)
            Pro forma earnings per common share:
               Basic                                         (.06)
               Diluted                                       (.06)


            A summary of the Company's stock option activity, and related
            information for the year ended December 31 follows:

                                                                2000
                                                         ---------------------
                                                                     Weighted-
                                                                      Average
                                                         Options     Exercise
                                                          (000)        Price
                                                        ---------    ---------
            Outstanding at the beginning of the year           --    $      --
            Granted                                       673,000        .8065
            Exercised                                          --           --
                                                        ---------
            Outstanding at the end of the year            673,000        .8065
                                                        =========
            Exercisable at the end of the year                 --
                                                        =========

            Weighted-average fair value of options
              granted during the year                   $     .52
                                                        =========

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

NOTE 8 - INCOME TAXES:

            The provision for income taxes is composed of the following:

                                 2000          1999
                              ---------     ---------
                 Current:
                   Federal    $      --     $   5,796
                   State             --         4,300

                 Deferred:
                   Federal     (110,236)           --
                   State        (30,371)           --
                              ---------     ---------
                              $(140,607)    $  10,096
                              =========     =========


                                      F-15
<PAGE>

NOTE 8 - INCOME TAXES (Continued):

            At December 31, 2000, the Company has net operating loss
            carryforwards (NOLs) of $568,000 for income tax purposes that expire
            in years beginning 2020 and accordingly has a deferred tax asset of
            $246,337. Realization of the asset is dependent on generating
            sufficient taxable income in future periods to utilize the NOL.
            Management believes that it is more likely than not that a portion
            of the deferred tax asset will be realized and has therefore only
            established a valuation allowance of $105,000, as of December 31,
            2000.

            The components of deferred income taxes are as follows:

                                                   2000          1999
                                                ---------     ---------
            Net operating loss carryforward     $ 246,337     $      --
            Less: valuation allowance            (105,000)           --
                                                ---------     ---------
                                                $ 141,337     $      --
                                                =========     =========

            The reconciliation of income tax computed at the U.S. federal
            statutory tax rates to income tax expense attributable to income
            before cumulative effect of accounting changes is:

                                                              2000       1999
                                                             ------     ------
            Tax at U.S. statutory rates                      (34.00)%    34.00%
            State  income  taxes net of federal tax benefit   (5.91)      6.18
            Other - net                                       15.17     (18.20)
                                                             ------     ------
                                                              24.74%     21.98%
                                                             ======     ======

NOTE 9 - 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.

      (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.


                                      F-16
<PAGE>

NOTE 9 - COMMITMENTS AND CONTINGENCIES (Continued):

      (d)   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.

NOTE 10 -   ECONOMIC DEPENDENCY:

            The Company, for 2000 and 1999, purchased raw materials for its
            nuclear pharmaceuticals primarily from two suppliers. Purchases for
            2000 and 1999 approximated $118,130 and $19,745, respectively.


                                      F-17
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                                 BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

ASSETS                                           2000         1999
                                                 ----         ----
Current Assets:
 Cash                                         $  17,628     $ 13,706
 Prepaid licensing fees                              --       72,000
 Accounts receivable, net                       182,654      400,512
 Other current assets                            65,705       31,396
                                              ----------------------

Current Assets / Total Assets                 $ 265,987     $517,614
                                              ======================

LIABILITIES AND STOCKHOLDER'S (DEFICIENCY)
EQUITY
Current Liabilities:
 Accounts payable                             $  61,460     $ 33,497
 Management/licensing fee payable - I.S.I       486,677      435,421
 Other current liabilities                          529          582
                                              ----------------------

Current Liabilities                             548,666      469,500
                                              ----------------------

Long - Term Liabilities:
 Working capital advances - I.S.I                55,169
 Other long - term liabilities                    8,360
                                              ----------------------

Total Long - Term Liabilities                    63,529
                                              ----------------------

Total Liabilities                               612,195      469,500
                                              ----------------------

Stockholder's (Deficiency) Equity:
 Common stock                                       100          100
 (Deficit) Retained earnings                   (346,308)      48,014
                                              ----------------------

Stockholder's (Deficiency) Equity              (346,208)      48,014
                                              ----------------------

Total Liabilities and Stockholder's
(Deficiency) Equity                           $ 265,987     $517,614
                                              ======================


                                      F-18
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                     STATEMENTS OF OPERATIONS AND (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

                                                  2000            1999
                                                  ----            ----

Fee revenue                                   $   945,037     $ 1,980,725
                                              ---------------------------

Operating expenses:
 Doctors' compensation                            430,000         550,000
 Management/licensing fee - I.S.I                 794,444       1,225,766
 Insurance                                         48,191          46,276
 Other operating expenses                          66,444          87,159
                                              ---------------------------

Total Operating Expenses                        1,339,079       1,909,201
                                              ---------------------------

Operating (Loss) Income                          (394,042)         71,524

Provision for state income taxes                     (280)           (380)
                                              ---------------------------

Net (Loss) Income                                (394,322)         71,144

Retained earnings (Deficit) - Beginning of
 year                                              48,014         (23,130)
                                              ---------------------------

(Deficit) Retained earnings - End of year     $  (346,308)    $    48,014
                                              ===========================


                                      F-19
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

                                                            2000        1999
                                                            ----        ----
Cash flows provided (used) by operating
 activities:
Net (loss)                                               $(394,322)   $  71,144
                                                         ----------------------
Adjustments to reconcile net (loss) to net
 cash (used) by operating activities:
(Increase) decrease in:
 Accounts receivable                                       217,858       16,875
Prepaid licensing fee                                       72,000      (72,000)
 Other current assets                                      (34,309)      (2,735)
Increase (decrease) in:
 Accounts payable                                           27,963       10,054
 Management/licensing fee payable - I.S.I                   51,256      (56,184)
 Other current liabilities                                     (53)        (223)
 Other long - term liabilities                               8,360           --
                                                         ----------------------

Total adjustments                                          343,075     (104,213)
                                                         ----------------------

Cash flows (used) by operating activities                  (51,247)     (33,069)
                                                         ----------------------

Cash flows provided by financing activities:
Proceeds from working capital advances                      55,169           --
Proceeds from the issuance of common stock                      --          100
                                                         ----------------------

Cash flows provided by financing activities                 55,169          100
                                                         ----------------------

Net increase (decrease) in cash and
  equivalents                                                3,922      (32,969)

Cash and equivalents - Beginning of year                    13,706       46,675
                                                         ----------------------

Cash and equivalents - End of year                       $  17,628    $  13,706
                                                         ======================

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest expense                                         $   1,281    $     803
Income taxes                                             $     380    $     380


                                      F-20
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

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 ("the 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 fees payable and
            working capital advances payable, approximates their fair value as
            of December 31, 2000 and 1999.

            Fair value estimates are subjective and are dependent on a number of
            significant assumptions based on management's judgement 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-21
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

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.

            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

            The Company based the allowance for doubtful accounts on five
            percent (5%) of uncollected receivables as of December 31, 2000 and
            1999. Management believes that this is a reasonable estimate of
            doubtful accounts.

            Income taxes

            The Company has available at December 31, 2000, unused operating
            loss carryforwards of $324,340 that may be applied against future
            taxable income. This unused operating loss carryforward will expire
            in the years 2018 through 2020, with the majority of the loss
            carryforward expiring in the year 2020. 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.

            The components of the provision for Federal and state income taxes
            for the year ended December 31, 2000 and 1999, is as follows:

                                                  2000          1999
                                               ---------     ---------
            Federal income taxes               $      --     $      --
            State income taxes                       280     $     380
                                               ---------     ---------
                       Total                   $     280     $     380
                                               =========     =========

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


                                      F-22
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

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

            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

            Accounting standards adopted during 1999 include SFAS No. 130,
            "Reporting Comprehensive Income," and SFAS No. 131: Disclosures
            about Segments of an Enterprise and Related Information." To date,
            the adoption of these standards has had no effect on the Company's
            results of operations, financial position, or cash flows.

            SFAS No. 130 establishes standards for the reporting and display of
            comprehensive income, which is defined as all changes in
            stockholders' equity during a period except those resulting from
            investments by and distributions to stockholders. The standard
            requires reporting certain transactions that result in a change in
            stockholders' equity to be included in other comprehensive income
            and displayed as a separate component in the statement of
            stockholders' equity.

            SFAS No. 131 establishes new standards for determining operating
            segments and disclosure requirements for those segments, products,
            geographic areas, and major customers.

            In March 2000, the Financial Accounting Standards Board (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.

            SFAS No. 132, "Employers' Disclosures about Pensions and Other
            Postretirement Benefits," revises the disclosure requirements
            related to pension and other postretirement benefits. The new
            standard does not change the measurement or accounting recognition
            for such plans. The Company does not currently provide any such
            benefits.

            New accounting standards issued include SFAS No. 133, "Accounting
            for Derivative Instruments and Hedging Activities," which
            establishes a comprehensive standard for the recognition and
            measurement of derivatives and hedging activities. The new standard
            requires that all derivatives be recognized as assets or liabilities
            in the statement of financial position and measured at fair value.
            Gains or losses resulting from changes in fair value are required to


                                      F-23
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

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

            be recognized in current earnings unless specific hedge criteria are
            met. SFAS No. 133 will become effective for the Company beginning in
            the first quarter of fiscal year 2001. The Company has not
            determined the effect of this new standard, however, due to the
            Company's limited use of derivatives, the impact is not expected to
            be material.

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 pharmaceuticals 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.

            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 $794,444 and $1,225,766 for the years ended
            December 31, 2000 and 1999, respectively. The fees include $72,000
            and $76,800 of license fees for the years ended December 31, 2000
            and 1999, respectively.


                                      F-24
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

NOTE 3 - COMITTMENTS AND CONTINGENCIES (Continued)

            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 P.C. 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 expires on December 31, 2003.

            The original agreement provided for an annual salary of $300,000 to
            be paid to Dr. Order. Subsequently, beginning January 1, 2000, the
            agreement was modified to an annual salary of $180,000 based on a
            three-day work week. Dr. Order had been working four days a week
            through December 31, 1999. In addition, Dr. Order received a
            $100,000 signing bonus. Moreover, per the agreement, the P.C. 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 $5 million per event and $7 million in the aggregate.
            Other compensation that the P.C. is to provide to Dr. Order, under
            the agreement, includes various employee benefits.

            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.


                                      F-25
<PAGE>

                          STANLEY E. ORDER, M.D., P.C.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

            NOTE 3 - COMITTMENTS AND CONTINGENCIES (Continued)

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

            On July 15, 1998, the P.C. 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 P.C. (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. 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. This contract is
            currently on a month to month basis and has yet to be formally
            renewed.

            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.

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 on
            these loans was $169 and $-0- for the years ended December 31, 2000
            and 1999, respectively. Working capital advances payable was $55,169
            and $-0- for the years ended December 31, 2000 and 1999,
            respectively.


                                      F-26