<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934 [FEE REQUIRED]
          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 [NO FEE REQUIRED]

For the transition period from                 to                  .
                               ---------------    -----------------

                         Commission file number: 1-10963

                            RX MEDICAL SERVICES CORP.
                            -------------------------
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                                             <C>
                  Nevada                                                                No. 87-0436782
-----------------------------------------------------------------------         -----------------------------------
(State or other jurisdiction of incorporation)                                  (I.R.S. Employer Identification No.)

888 East Las Olas Boulevard - Suite 210, Ft. Lauderdale, Florida   33301                 (954) 462-1711
-------------------------------------------------------------------------       -----------------------------------
(Address of principal executive offices)                       (Zip Code)       (Registrant's telephone number,
                                                                                including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $.002 Par Value                                                                     None
-----------------------------------------------------------------------         -----------------------------------
(Title of each class)                                                           (Name of each exchange on which
                                                                                registered)
</TABLE>

Securities registered pursuant to Section 12(g) of the Act:  None

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].

The aggregate market value of the voting common stock held by non-affiliates of
the Registrant (determined on the basis of the closing price of Registrant's
Common Stock on the OTC Electronic Bulletin Board on May 22, 2002) was $519,894.

As of March 31, 2002, Registrant had 23,145,034 shares of Common Stock
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None.


<PAGE>


                                     PART I

ITEM 1.  BUSINESS

INTRODUCTION

Rx Medical Services Corp. (the "Company") is a holding company, which through
its subsidiaries, is a provider of healthcare services in the United States. At
December 31, 2000, the Company was engaged in two healthcare businesses: the
operation of a hospital and its related clinics, which are located in the state
of Virginia and the distribution of biological products.

The hospital management operation is conducted through the Company's
wholly-owned subsidiary, Consolidated Health Corporation of Mississippi, Inc., a
Mississippi corporation, and its subsidiaries ("CHC"). At December 31, 2000,
CHC, via a wholly owned subsidiary, operated one hospital and three medical
clinics in Virginia, with 50 licensed hospital beds.

The biological product distribution operation, is conducted through BioSource
Corporation ("BSC"), which is subsidiary of a Florida corporation that is a
wholly-owned subsidiary of the Company. BSC is engaged in the business of
distributing, on a wholesale basis, biological and biotech products.

The Company was incorporated in Nevada in 1985. The Company's principal
executive offices are located at 888 East Las Olas Boulevard, Suite 210, Fort
Lauderdale, Florida 33301 and its telephone number is (954) 462-1711.

BUSINESS STRATEGY

Historical Perspective: The Company, through asset sales and a bankruptcy
proceeding, has divested itself of substantially all of the assets that were
acquired and used initially in its business. The majority of the remaining
assets of the Company, as of December 31, 2000, were acquired during the year
ended December 31, 1996 and are comprised of the equipment and fixtures utilized
in the operation of the Company's hospital and its related clinics, which are
located in the state of Virginia.

Recent Developments: The Company's strategy is to continue to reorganize the
hospital ownership and management business while at the same time de-emphasizing
the biological product distribution business.

With respect to its hospital ownership and management business, it is the
Company's intention to continue reorganizing this line of business. This line of
business has and currently is incurring significant operating losses due to a
reduction in patient services eligible for reimbursement and reimbursement rates
from third party payors, such as Medicare and Medicaid. The Company anticipates
entering into an individual


                                       2
<PAGE>

agreement to sell or to close the hospital it currently operates while looking
to expand its presence, through joint ventures and/or acquisitions, into new
markets with perceived potential. There can be no assurance that a suitable
candidate can be found to acquire the Company's hospital or that a sale can be
negotiated on terms acceptable or economically feasible to the Company. If the
Company can not find a suitable candidate to acquire its hospital, the Company
may have to or could be forced to close the remaining hospital it operates.
There also can be no assurance that suitable joint venture and/or acquisition
candidates can be found, that joint ventures and/or acquisitions can be
negotiated on acceptable terms, that adequate financing can be obtained or that
the operations of acquired businesses can be effectively or profitably
integrated into the Company's existing operations.

With respect to its biological product distribution business, the Company
intends to de-emphasize this line of business as a result of not being able to
obtain a steady supply of product from manufacturers. If, in the future, a
reliable supply of product can be obtained, the Company will at that point
decide whether or not to commit more time and resources to this line of
business.

BUSINESS SEGMENTS

HOSPITAL MANAGEMENT

The following table sets forth the name of CHC's hospital and its location,
number of licensed beds and whether the hospital is owned, leased or managed as
of December 31, 2000:

<TABLE>
<CAPTION>
------------------------------------   -----------------------    ------------------    ----------------------------
                                                                      Number Of          Owned, Managed Or Leased
               Name                           Location              Licensed Beds
------------------------------------   -----------------------    ------------------    ----------------------------
<S>                                    <C>                        <C>                   <C>
Dickenson County Medical
  Center                                   Clintwood, VA                 50                       Leased
</TABLE>

Leased hospitals are operated by CHC under operating lease agreements pursuant
to which CHC pays the owner a stipulated rental and assumes the risk of the
hospital not generating sufficient revenues to pay all operating expenses. Any
net revenues belong to CHC under these operating agreements.

The Company believes that rural acute care hospitals generally face less direct
competition than similar urban facilities from specialty healthcare providers
such as outpatient surgery and diagnostic treatment centers, and rehabilitation,
psychiatric and chemical dependency hospitals. The Company seeks to develop its
acute care hospital as the provider of primary care services in its respective
market and to reduce the migration of the local population to larger urban
hospitals and other rural hospitals. This is based on the Company's belief that
the delivery of healthcare services is local in nature.


                                       3
<PAGE>

The Company employs experienced administrators and controllers at the hospital
operated by CHC who have the responsibility for carrying out the strategic plan
established for that respective hospital. The Company's management works closely
with the local administrators to review hospital performance and provide
operating and financial guidance.

SOURCES OF REVENUES

Hospital revenues are received primarily from three categories of payors:
private payors (primarily private insurance), the federal government under the
Medicare program and state governments under their respective Medicaid programs.
The following table sets forth the percentages of net operating revenues
received by CHC's hospital from each category of payor for the year ended
December 31, 2000:

<TABLE>
         <S>                                 <C>
         Medicare and Medicaid               61%
         Private and other sources           39%
</TABLE>

The Medicare and Medicaid reimbursement programs have been changed by
legislative and regulatory actions many times since their inception. The changes
have usually reduced the rate of growth in reimbursement payments and placed a
greater administrative burden on hospitals and other providers of healthcare
services. Although the Company will attempt to offset the reduction in
reimbursement rates under Medicare and Medicaid and the additional
administrative burdens imposed by applicable laws and regulations there can be
no assurance that the Company's profitability will not be adversely affected.

EMPLOYEES AND MEDICAL STAFFS

CHC, at December 31, 2000, has approximately 190 full-time and part-time
employees at its hospital, of which approximately 34% are nursing personnel
(i.e. registered nurses, licensed vocational nurses and licensed practical
nurses). The employees of the Dickenson County Medical Center in Clintwood,
Virginia, are represented by a labor union. The union agreement pertaining to
Dickenson County Medical Center has an anniversary date of September 20th and is
renewable on a year-to-year basis thereafter unless either party, after due
notice, desires to modify or terminate the agreement.

Physicians on the medical staff of CHC's hospital are generally not employees of
CHC or its hospital; however, they utilize the hospital to serve and treat their
patients. Physician staff members may also serve on the medical staffs of other
hospitals and each may terminate his or her affiliation with CHC's hospital at
any time.

DEPENDENCE ON HEALTHCARE PROFESSIONALS

CHC's hospital is dependent upon the physicians practicing in the communities
served by CHC's hospital. A small number of physicians account for a significant
portion of patient


                                       4
<PAGE>

admissions at CHC's hospital. Changes in the healthcare industry may increase
the competition for physicians specializing in primary care. There can be no
assurance that, despite vigorous physician recruitment efforts, CHC's hospital
will be able to recruit physicians successfully or to retain the loyalty of the
physicians whose patient admissions are important to the hospital.

COMPETITION

Competition for patients among hospitals and other healthcare providers has
intensified in recent years. During this period, hospital occupancy rates in the
United States have declined as a result of cost containment pressures, changing
technology, changes in regulations and reimbursement, the advent of managed
care, changes in practice patterns from inpatient to outpatient treatment and
other factors. The market in which CHC operates, there are other hospitals or
facilities that provide inpatient and outpatient services comparable to those
offered by CHC's hospital. Certain of these facilities may have greater
financial resources and may offer a wider range of services than CHC's hospital.
Even in the community in which CHC's hospital is the sole or dominant provider
of acute care hospital services, CHC may face competition from hospitals and
other healthcare providers in nearby communities. The competitive position of
CHC's hospital will, in all likelihood, be affected by cost containment
strategies imposed by the federal and state governments and other major
purchasers of healthcare services.

HOSPITAL ACCREDITATION AND LICENSING

The Dickenson County Medical Center, at December 31, 2000, is accredited by the
Joint Commission on Accreditation of Healthcare Organizations ("JCAHO"). With
regard to accreditation by JCAHO, or the American Osteopathic Association,
another accrediting body, it is CHC's intention to meet the requirements of the
managed care contract providers for its hospital. All hospitals, and the
healthcare industry generally, are subject to extensive federal, state and local
regulation relating to licensure, conduct of operations, billing and
reimbursement, relationships with physicians, construction of new facilities,
expansion or acquisition of existing facilities and the offering of new
services. CHC's hospital is licensed by the department in the state in which the
hospital is located. Federal and state agencies conduct periodic inspections to
ensure that a hospital maintains adequate standards of medical care, equipment
and cleanliness. Failure to comply with applicable laws and regulations could
result in, among other things, the imposition of fines, temporary suspension of
the ability to admit new patients to the facility or, in extreme circumstances,
exclusion from participation in government healthcare reimbursement programs
such as Medicare and Medicaid (from which the Company derives substantial
revenues) or the revocation of facility licenses. The Company believes that it
is in substantial compliance with all material regulations, although there is no
assurance that CHC's hospital will be able to comply in the future and there can
be no assurance that future regulatory changes will not have an adverse impact
on the Company.


                                       5
<PAGE>

         Certificate of Need. Certificate of need regulations continue to
control the development and expansion of healthcare services and facilities in
the state in which CHC's hospital operates. These regulations generally require
proper government approval for the expansion or acquisition of existing
facilities, the construction of new facilities, the addition of new beds, the
acquisition of major items of equipment and the introduction of new healthcare
services. Failure to obtain necessary approval can result in the inability to
complete a project, the imposition of civil and, in some cases, criminal
sanctions, the inability to receive Medicare and Medicaid reimbursement and/or
revocation of a facility's license.

FINANCIAL INFORMATION

The Company's net revenues from continuing operations, by business segment
during the past three fiscal years, were as follows (in thousands):

<TABLE>
<CAPTION>
                                   ----------------------------------
                                        Years Ended December 31,
                                   ----------------------------------
                                     2000         1999         1998
                                   --------      -------      -------
<S>                                <C>           <C>          <C>
Hospitals and Medical Clinics      $  9,157      $12,077      $15,486
Biological Products                $     --      $   732      $ 1,012
</TABLE>

Revenue from hospitals and medical clinics is recognized upon completion of
patient services and is recorded at amounts estimated to be received under
reimbursement arrangements with third party payors.

GOVERNMENTAL REGULATION

GENERAL

The health care industry is subject to extensive federal, state and local
regulation relating to licensure, conduct of operations, ownership of
facilities, addition of facilities and services and prices for services, as
described below. The Company is unable to predict the future course of federal,
state and local regulation or legislation, including Medicare and Medicaid
statutes and regulations. Further changes in the regulatory framework could have
a material adverse effect on the financial results of the Company's operations.

FEDERAL AND STATE ANTI-FRAUD AND ANTI-REFERRAL LEGISLATION

         Medicare Anti-Kickback Statute. Section 1128B(b) of the Social Security
Act (the "Antikickback Statute") prohibits offering, paying, soliciting, or
receiving remuneration to induce, or in exchange for, the referral of business
that is reimbursable under the Medicare or Medicaid program. A person who
violates the Antikickback Statute may be subject to fines of up to $25,000,
imprisonment for up to five years, civil monetary


                                       6
<PAGE>

penalties, and exclusion from participation in the Medicare and Medicaid
programs. The Antikickback Statute has been interpreted broadly by federal
courts and enforcement agencies. Many common kinds of business arrangements,
including joint ventures, investment interests, leases, and service or supply
contracts, can violate the Antikickback Statute if they involve the payment of
any remuneration that is intended to induce the referral of Medicare or Medicaid
business. The federal government encourages the public to report persons
believed to be in violation of the Antikickback Statute.

         "Stark" Self-Referral Statute. If a physician has a financial
relationship with an entity (including any ownership or investment interest in,
or any compensation arrangement with, an entity), Section 1877 of the Social
Security Act (the "Stark Law") prohibits the physician from referring patients
to the entity for the provision of any "designated health service" for which
reimbursement is available under Medicare or Medicaid. The Stark Law also
prohibits the entity from billing Medicare, Medicaid, or any other payer for
services provided pursuant to a prohibited referral. "Designated health
services" include (among others) clinical laboratory services, physical and
occupational therapy services, radiology services, durable medical equipment,
home health services, and inpatient and outpatient hospital services. Sanctions
for violating the Stark Law include civil money penalties of up to $15,000 per
prohibited service provided, assessments equal to 200% of the dollar value of
each such service provided, and exclusion from the Medicare and Medicaid
programs. The Stark Law contains certain exceptions to the self-referral
prohibition.

         False Claims. The Social Security Act also imposes criminal and civil
penalties for making false claims to Medicare and Medicaid for services not
rendered or for misrepresenting actual services rendered in order to obtain
higher reimbursement. Like the Antikickback Statute, the false claims statute is
very broad. The false claims statute requires careful and accurate coding of
claims for reimbursement.

         State Antikickback Laws. Many states also have laws that prohibit
payments to physicians for patient referrals. Although some of these statutes
are similar to the federal Antikickback Statute, they are broader in the sense
that they apply regardless of the source of the payment for the care. These
statutes typically provide for criminal and civil penalties as well as loss of
licensure. Many states also have passed legislation similar to the Stark Law,
but also with broader effect because the legislation applies regardless of the
source of the payment for the care.

         Certain Company Transactions. The Company's future development of joint
ventures and other financial arrangements with physicians also could be
adversely affected by the failure of such arrangements to comply with
Antikickback Statue, Stark Law, State Laws or similar laws adopted in the
future. The Company has not been the subject of, and is not currently the
subject of, any legal proceedings concerning violations of federal or state
anti-kickback or self-referral laws.


                                       7
<PAGE>

As of January 1, 1995, the Company was unable to comply with certain provisions
of the Stark Law, as well as certain similar state self-referral statutes, as
they applied to the medical diagnostic business of Manatee Medical Laboratories,
Inc. ("Manatee") a wholly owned subsidiary of the Company. The Company took
steps during 1995, before the Company's medical diagnostic business ceased
operations, to notify its physician shareholders of its intent not to accept
referrals that would be prohibited under the Stark Law. The Company has
determined that, based on prohibited referrals to the Company's medical
diagnostic business (before it ceased operations), the Company could be subject
to penalties and the return of monies collected on certain services provided in
an aggregate amount of up to approximately $50 million. The Company believes,
however, that enforcement action is unlikely, because of the filing of the
Chapter 7 bankruptcy petition by Manatee and the cessation of the Company's
medical diagnostic operations. Nevertheless, the Company cannot be certain
concerning the probability of an enforcement action.

         Medicare and Medicaid Reimbursement. The Company is dependent upon
reimbursement from the Medicare and Medicaid programs. Future legislation
adopted or proposed in Congress in connection with efforts to reduce the federal
budget deficit could potentially have the effect of reducing, or limiting
increases in, federal expenditures on the Medicare and Medicaid programs. Such
legislation could have a material adverse effect on the Company.

DISCONTINUED OPERATIONS

Following the sale of its California clinical laboratory operations in August
1995, the Company, through its Manatee subsidiary, owned and operated eight
clinical laboratories which analyzed human tissue, blood and other bodily fluids
for the medical community. The Company's clinical laboratories serviced clients
in the metropolitan areas surrounding Tampa, Miami, Orlando and Jacksonville,
Florida and New Orleans, Louisiana. In addition, Manatee owned and operated an
imaging center in Pinole, California which performed MRI's. Due to continuing
unprofitability of Manatee, and intense pressure from certain of Manatee's
creditors who were in the process of executing on previously obtained judgments,
on April 4, 1996, Manatee filed a voluntary petition under Section 301 of
Chapter 7 of Title 11 of the United States Code, 11 U.S.C. Sections 101 et. seq.
in the Bankruptcy Court for the Southern District of Florida (Case No. 96-21552
BKC-RBR). On April 10, 1996, John P. Barbee of Fort Lauderdale, Florida was
appointed Trustee of the bankrupt estate. The bankruptcy filing forced the
closing of all the Company's remaining clinical laboratory facilities in Florida
(the assets of the New Orleans lab had been sold in January 1996 to another
laboratory company in an arms-length transaction). The trustee in bankruptcy has
assumed Manatee's position as general partner of the partnership that owns and
operates the Pinole, California MRI center. The bankruptcy trustee is currently
proceeding through the administrative process that is anticipated to be
finalized in the third quarter of 2002.


                                       8
<PAGE>

EMPLOYEES

The Company has a total of approximately 197 employees, of whom approximately
192 are engaged in the operation of the Company's hospital management and
biological product distribution businesses, with the remaining employees being
engaged in administrative functions at the Company's corporate headquarters in
Fort Lauderdale, Florida.


                                       9
<PAGE>


ITEM 2.  PROPERTIES

The Company's corporate headquarters are located in Fort Lauderdale, Florida,
where it leases approximately 3,200 square feet at a monthly rental of $9,357
through September 2002.

A wholly owned subsidiary of CHC leases the Dickenson County Medical Center
located in Clintwood, Virginia, which is approximately 33,000 square feet, from
the Financing Source ("Related Party") at a monthly rental of $80,192 through
March 2016. This subsidiary also leases other various premises from unrelated
entities that have varying lease periods for an aggregated monthly rental of
approximately $15,895.

BSC leased premises in Clearwater, Florida of approximately 1,000 square feet at
a monthly rental of $862 on a month-to-month basis until April 30, 2002 when
this lease was terminated.


                                       10
<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

In July 1998, an action was commenced against the Company in the Superior Court
of California, County of Contra Costa, under the title North Bay MRI Associates
v. Rx Medical Services Corp. (Case No. C 98-02610). The complaint stated many
issues though the primary issue was that Rx Medical Services Corp. guaranteed
the performance of a lease agreement entered into by a partnership of which a
subsidiary of Manatee was a general partner. This subsidiary was included in the
voluntary bankruptcy petition of Manatee filed on April 4, 1996. The Company
chose not to defend against this action and on October 20, 1998 a judgment by
default was entered against the Company in the amount of $1,432,900. The Company
has established a liability account, which is included in accounts payable, for
the full amount of the judgment. In February 2002, the Company settled this
action with the plaintiffs for $80,000 in cash and the transference from the
Company's Chief Executive Officer of 210,000 shares of the Company's common
stock. The Company will recognize a gain on the settlement of this action, in
the second quarter of 2002, of approximately $1.4 million.

In November 1998, an action was commenced against Biologic Health Care ("BHC"),
which the Company's wholly owned subsidiary RxMIC was a 25% general partner, in
the Superior Court of California, County of Santa Clara, under the title of
Centeon LLC v. Biologic Health (Case No. CV775830). The complaint stated that
BHC owed Centeon LLC for biological and other medical products purchased but not
paid for. The partnership was subsequently dissolved and Centeon LLC on January
8, 1999, entered and was granted a default judgment against RxMIC, who was the
25% general partner in BHC, and Biologic Health Resources, who was the 75%
general partner in BHC, in the amount of $437,343. This default judgment as of
May 22, 2000, had increased to $472,245. The Company has not established a
liability account for this judgment as the only asset of RxMIC was the
investment in the BHC partnership, which was written off in a previous year, and
the Company did not guarantee the performance of BHC or RxMIC. Therefore,
Centeon LLC, in the Company's opinion, has no viable way to collect on the
default judgment granted to them.

In addition to the foregoing, the Company is involved in routine litigation
arising in the ordinary course of its business, which the Company believes would
not have a material adverse effect on its financial position.


                                       11
<PAGE>

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

The Company did not hold an annual meeting of its stockholders in 2000.

EXECUTIVE OFFICERS

The executive officers of the Company as of December 31, 2000, are as follows:

<TABLE>
<CAPTION>
         Name                 Age          Position
     ----------------------- -----   -------------------------
     <S>                     <C>     <C>
     Michael L. Goldberg      51     Chairman of the Board and
                                      Chief Executive Officer

     Dennis A. Dolnick        37     Chief Financial Officer

     Greg A. Berube           52     Controller
</TABLE>

Michael L. Goldberg, 51 (a director since 1990). Mr. Goldberg was an Assistant
District Attorney in the Philadelphia District Attorney's office from 1974 to
1977 before entering private practice with a specialty in complex commercial
litigation. Mr. Goldberg joined the Company in May 1990. He was Chairman,
President and Chief Executive Officer of the Company from November 1991 to June
1994 at which time he relinquished the position of President.

Dennis A. Dolnick, 37. Mr. Dolnick joined the Company in 1997 as Chief Financial
Officer. Previously, Mr. Dolnick was Controller of SII Pak-Tek, Ltd. and SII
Cassettes, Ltd. manufacturers of plastic injected molding supplies used
primarily by the entertainment industry. Previous to SII Pak-Tek, Ltd. and SII
Cassettes, Ltd., Mr. Dolnick was a manager in the audit department of the
accounting and management consulting firm of Grant Thornton LLP. Mr. Dolnick is
a CPA, licensed in the State of Florida.

Greg A. Berube, 52. Mr. Berube joined the Company in January 1996 as Assistant
to the Controller. Previously, Mr. Berube was Operations Manager of Water Taxi,
Inc. where he installed and maintained a network and database computer system.
Previously to Water Taxi, Mr. Berube worked for Aero-Flite Distributing, Inc., a
manufacturer and distributor of toy products sold exclusively in temporary
kiosks.


The executive officers hold office at the pleasure of the Board of Directors.


                                       12
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Effective December 3, 1996, shares of the Company's Common Stock were formally
delisted from the American Stock Exchange (the "Exchange"). Prior to that date,
there had been no trading of the Company's Common Stock since April 1, 1996. The
Company's Common Stock is qualified for trading on the OTC Electronic Bulletin
Board (the "OTC Bulletin Board"). Trading of the Company's Common Stock on the
OTC Bulletin Board commenced in mid-December 1996; however, such trading has
been limited due to the Company's inability to comply with the filing
requirements of the Securities Exchange Act of 1934 since April 1, 1996. The
following table sets forth the high and low closing prices on the OTC Bulletin
Board for 1998, 1999, 2000, 2001 and 2002:

<TABLE>
<CAPTION>
                                             -------------- ---------------
                                                 HIGH            LOW
                                             -------------- ---------------

     <S>      <C>                            <C>            <C>
     1998     First Quarter                       .31            .19
              Second Quarter                      .25            .17
              Third Quarter                       .23            .15
              Fourth Quarter                      .14            .06

     1999     First Quarter                       .09            .06
              Second Quarter                      .07            .06
              Third Quarter                       .31            .06
              Fourth Quarter                      .31            .07

     2000     First Quarter                       .10            .01
              Second Quarter                      .02            .01
              Third Quarter                       .14            .01
              Fourth Quarter                      .07            .01

     2001     First Quarter                       .01            .01
              Second Quarter                      .01            .01
              Third Quarter                       .07            .01
              Fourth Quarter                      .07            .01

     2002     First Quarter                       .10            .01
              Second Quarter                      .07            .01
</TABLE>


On May 22, 2002, the closing price of the Company's Common Stock on the OTC
Bulletin Board was $0.07 per share. As of March 31, 2002, based on the records
of the


                                       13
<PAGE>

Company's transfer agent, there were 731 holders of record of the Company's
Common Stock, excluding all beneficial owners of the Company Common Stock.

Although the Company's Common Stock is qualified for trading on the OTC Bulletin
Board, there can be no assurance that an active trading market will develop for
such common stock.

On October 1, 1998 and on a quarterly basis thereafter (January 1, April 1, and
July 1) until the shares of the Company's Series G Preferred Stock are fully
converted (on or before July 1, 2002), as specified in the preferences and
rights of the Series G Preferred Stock, the Company is required to make
quarterly dividend payments, at the rate of $.15 per annum per share payable at
the Company's discretion in cash or the Company's Common Stock, payable in
arrears (see Note 7(a) to the Notes to Consolidated Financial Statements). At
December 31, 2000, the Company had dividends in arrears, for this series of
preferred stock, in the amount of $150,000.


                                       14
<PAGE>


ITEM 6.  SELECTED FINANCIAL DATA

                            Rx Medical Services Corp.
                        Summary of Financial Information
             (Dollar amounts in thousands, except per share amounts)

<TABLE>
<CAPTION>
                         --------------------------------------------------------------------
                                          For The Years Ended December 31,
                         --------------------------------------------------------------------
                           2000           1999           1998           1997           1996
                         --------       --------       --------       --------       --------
<S>                      <C>            <C>            <C>            <C>            <C>
Revenues                 $  9,157       $ 12,809       $ 16,498       $ 19,972       $ 16,980
Loss from
  continuing
    operations           $(14,706)      $(13,424)      $(12,571)      $ (9,147)      $ (9,988)
Net loss                 $(14,706)      $(13,424)      $ (9,240)      $ (8,993)      $ (7,669)
Loss per common
  share:
    Loss from
     continuing
       operations        $  (0.64)      $  (0.76)      $  (0.95)      $  (1.03)      $  (1.20)
     Net loss            $  (0.64)      $  (0.76)      $  (0.70)      $  (1.01)      $  (0.93)
Distributions            $     --       $     --       $     --       $     --       $     --
Total assets             $  2,775       $  3,491       $  5,340       $  6,473       $  6,390
Working capital
  deficit                $(76,091)      $(62,428)      $(51,644)      $(44,912)      $(34,711)
Long-term debt           $    289       $    460       $    831       $    202       $    592
Total shareholders'
  deficit                $(76,065)      $(62,473)      $(50,724)      $(43,629)      $(34,396)
</TABLE>


                                       15
<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Overview

From inception, the Company was unable to achieve profitability in its medical
diagnostic business. Commencing in 1995 and continuing on still today,
management has embarked on a plan to reorganize the Company.

In April 1996, due to continuing losses and intense pressure from creditors,
Manatee Medical Laboratories, Inc., which operated the Company's medical
diagnostic services business segment, filed a voluntary petition under Chapter 7
of the U.S. Bankruptcy Code. As a result of this decision, for all years
presented, the medical diagnostic services business segment has been accounted
for as discontinued operations in accordance with Accounting Principles Board
Opinion No. 30, which provides for the reporting of operating results of
discontinued operations separately from continuing operations. Gains from
discontinued operations amounted to $136,000 for the year ended December 31,
1998.

Also, the gain on the settlement of indebtedness has been accounted for as an
extraordinary item in accordance with Accounting Principles Board Opinion No.
30, which provides for the reporting of such material, non-recurring events
separately from continuing operations. Gains from extraordinary items amounted
to $3,195,000 for the year ended December 31, 1998.

Including losses from continuing operations, net losses of the Company were
$(14,706,000), $(13,424,000) and $(9,240,000) for the years ended December 31
2000, 1999 and 1998 respectively.

Results of Operations
2000 vs. 1999

Revenues from hospitals and medical clinics for the year ended December 31, 2000
were $9.2 million compared to $12.1 million for the year ended December 31,
1999. The decrease in revenues from hospitals and medical clinics is primarily
the result of (a) a decrease in patient services provided at the Dickenson
County Medical Center located in Clintwood, Virginia ("DCMC") which resulted in
an decrease in revenues of approximately $0.8 million; (b) the sale of the
Pittsburgh Specialty Hospital ("PSH") in Pittsburgh, Pennsylvania effective
December 30, 1999, which resulted in a decrease in revenues of $1.5 million, and
(c) the closing of the Smith County Hospital in Raleigh, Mississippi ("SCH")
effective August 31, 1999, which resulted in a decrease in revenues of $0.6
million.

There were no revenues generated from the distribution of biological products
for the year ended December 31, 2000, as compared to $0.7 million for the year
ended December 31, 1999. This decrease is primarily due to the Company facing
challenges


                                       16
<PAGE>

in securing reliable suppliers of biological products in which to distribute.
The Company has decided to de-emphasize this line of business as a result of not
being able to obtain a steady supply of product from manufacturers.

Costs and expenses decreased 24% to $13.2 million for the year ended December
31, 2000 from $17.3 million for the year ended December 31, 1999. Of these 2000
expenses, hospital management operations accounted for $12.3 million, biological
product distribution accounted for $0.2 million, and the corporate expenses of
the Company were $0.7 million. The decrease in costs and expenses is primarily
the result of (a) the sale of PSH effective December 30, 1999, resulting in a
decrease in costs and expenses of approximately $2.5 million; (b) the closing of
SCH effective August 31, 1999, resulting in a decrease in cost and expenses of
approximately $0.9 million; (c) an decrease in biological product sales which
resulted in an decrease in costs and expenses of $0.5 million, and (d) a
cumulative decrease of costs and expenses at other subsidiaries of the Company
and the Company's corporate headquarters of approximately $0.2 million.

Interest expense increased 23% to $10.9 million for the year ended December 31,
2000 from $8.8 million for the year ended December 31, 1999. This increase is
due primarily to a higher level of borrowings from the Financing Source
("Related Party"). (See "Financial Condition, Liquidity, and Capital
Resources").

Results of Operations
1999 vs. 1998

Revenues from hospitals and medical clinics for the year ended December 31, 1999
were $12.1 million compared to $15.5 million for the year ended December 31,
1998. The decrease in revenues from hospitals and medical clinics is primarily
the result of (a) a decrease in patient services provided at DCMC which resulted
in a decrease in revenues of approximately $1.7 million; (b) a decrease in
patient services provided at the PSH which resulted in a decrease in revenues of
$0.7 million; (c) a decrease in patient revenue and the closing of SCH which
resulted in a decrease in revenues of approximately $0.8 million, and (d) a
cumulative decrease of revenues at other Company hospital and medical clinics of
approximately $0.2 million.

Revenues from biological product distribution for the year ended December 31,
1999 were $0.7 million compared to $1.0 million for the year ended December 31,
1998. This decrease in revenues is primarily due to the Company facing
challenges in securing reliable suppliers of biological products in which to
distribute. The Company has decided to de-emphasize this line of business as a
result of not being able to obtain a steady supply of product from
manufacturers.

Costs and expenses decreased 18% to $17.3 million for the year ended December
31, 1999 from $20.4 million for the year ended December 31, 1998. Of these 1999
expenses, hospital management operations accounted for $15.7 million, biological

                                       17
<PAGE>

product distribution accounted for $0.7 million, and the corporate expenses of
the Company were $0.9 million. The decrease in costs and expenses is primarily
the result of (a) a decrease in patient services provided at DCMC which resulted
in a decrease in costs and expenses of approximately $1.5 million; (b) a
decrease in patient services provided at PSP which resulted in a decrease in
costs and expenses of $0.5 million; (c) a decrease in patient revenue and the
closing of the SCH which resulted in a decrease in cost and expenses of
approximately $1.1 million; (d) an decrease in biological product sales which
resulted in an decrease in costs and expenses of $0.1 million, and (e) a
cumulative increase of costs and expenses at other Company hospital and medical
clinics and the Company's corporate headquarters of approximately $0.1 million.

Interest expense increased 15% to $8.8 million for the year ended December 31,
1999 from $7.6 million for the year ended December 31, 1998. This increase is
due primarily to a higher level of borrowings from the Financing Source
("Related Party"). (See "Financial Condition, Liquidity, and Capital
Resources").

Results of Operations
1998 vs. 1997

Revenues from hospitals and medical clinics for the year ended December 31, 1998
were $15.5 million compared to $19.6 million for the year ended December 31,
1997. The decrease in revenues from hospitals and medical clinics is primarily
the result of (a) a decrease in patient services provided at DCMC which resulted
in a decrease in revenues of approximately 3.2 million; (b) termination of two
hospital management agreements which resulted in a decrease in revenues of
approximately $0.4 million; and (c) a cumulative decrease of revenues at other
Company hospital and medical clinics of approximately $0.5 million.

Revenues from biological product distribution for the year ended December 31,
1998 were $1.0 million compared to $0.3 million for the year ended December 31,
1997. This increase in revenues is primarily due to the current biological
product mix being in high demand and commanding higher sales prices.

Costs and expenses decreased 12% to $20.4 million for the year ended December
31, 1998 from $22.8 million for the year ended December 31, 1997. Of these 1998
expenses, hospital management operations accounted for $18.4 million, biological
product distribution accounted for $0.8 million, and the corporate expenses of
the Company were $1.2 million. The decrease in costs and expenses is primarily
the result of (a) a decrease in patient services provided at DCMC which resulted
in a decrease in costs and expenses of approximately $1.6 million; (b) an
increase in biological product sales which resulted in an increase in costs and
expenses of $0.2 million; and (c) a cumulative decrease in costs and expenses at
other Company hospital and medical clinics and the Company's corporate
headquarters of approximately $1.0 million.


                                       18
<PAGE>

Interest expense increased 20% to $7.7 million for the year ended December 31,
1998 from $6.4 million for the year ended December 31, 1997. This increase is
due primarily to a higher level of borrowings from the Financing Source
("Related Party"). (See "Financial Condition, Liquidity, and Capital
Resources").

No provision for income taxes is required on the gain from discontinued
operations.

Financial Condition, Liquidity, and Capital Resources

At December 31, 2000 and 1999, the Company's working capital deficit was $76.1
million and $62.4 million, respectively. This increase in the working capital
deficit was primarily due to a $14.5 million increase in the level of funding
from the Financing Source ("Related Party") and operating losses. Through
December 31, 2000, the Company's ability to continue as a going concern is
dependent on the continued funding of its operations by the Financing Source
("Related Party"). Without this funding, the Company's ability to operate its
business would be adversely impacted. However, until the Company's revenues
increase so as to exceed the Company's operating expenses, the Company will
continue to utilize funding from the Financing Source ("Related Party"), or
other alternative sources of funding, to the extent available. To the extent
fundings from the Financing Source ("Related Party") are insufficient to pay the
Company's operating expenses, the Company will require alternative sources of
funding. There can be no assurance that any alternative sources of financing
will be available to the Company at such point in time, or if obtainable, on
terms that are commercially feasible.

The Company's current operations are presently being funded through financing
agreements with the Financing Source ("Related Party"). Financing agreements
exist between the Financing Source ("Related Party"), the Company and four of
the Company's subsidiaries.

While the Company has not yet reached profitability operationally, it is
attempting to improve operational profitability, as well as, cash flow. The
Company's primary focus though is on the continuing reorganization of the
hospital ownership and management business.

Going Concern

The report of the independent auditors of the Company on its 2000, 1999 and 1998
consolidated financial statements express substantial doubt about the Company's
ability to continue as a going concern. Factors contributing to this substantial
doubt include recurring operating losses, a working capital deficiency,
delinquencies and defaults on its accounts payable and other outstanding
liabilities, litigation, as well as, to the uncertainty of the Company's
compliance with certain Medicare and state statutes and regulations. As of
January 1, 1995, the Company was unable to comply with certain provisions of the
OBRA 1993 amendments to the Stark Act, as well as, certain


                                       19
<PAGE>

similar state statutes. Although the Company has not been the subject of, and is
not currently the subject of, any administrative proceedings concerning
violations of federal or state self-referral statutes or regulations, in the
event that the Company is found to have violated such statutes and regulations,
it could be subject to cumulative fines and penalties and could also be required
to make refunds, which may aggregate up to approximately $50.0 million. The
Company believes, however, that due to the filing of the Chapter 7 bankruptcy
petition for Manatee, the likelihood of such enforcement actions occurring is
remote.

As mentioned in the Financial Condition section, the Company is dependent on the
continued funding currently being received from the Financing Source ("Related
Party") to continue operations. The discontinuance of such funding, and the
unavailability of financing to replace such funding, could result in the Company
ceasing its operations.

Outlook

The Company views its decisions to discontinue the operation of its medical
diagnostic services business segment, to continue reorganizing the hospital
ownership and management business and to de-emphasize the biological product
distribution business as positive from a strategic standpoint. In the hospital
operation and management business, the Company anticipates entering into an
agreement to sell or closing the hospital it currently operates while looking to
expand its presence, through joint ventures and/or acquisitions, into new
markets with perceived potential. In the biological product distribution
business, the Company has scaled back its emphasis on this line of business.
There can be no assurance, however, that the Company will achieve its strategic
objectives.


                                       20
<PAGE>


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the potential loss arising from adverse changes in market rates
and prices, such as foreign currency exchange rates, interest rates and a
decline in the stock market. The Company does not enter into derivatives or
other financial instruments for trading or speculative purposes. The Company is
not exposed to market risk as it relates to changes in foreign currency exchange
rates though the Company is exposed to immaterial levels of market risk as it
relates to changes in interest rates.


                                       21
<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Refer to the index of financial statements and schedules as presented on page
36.


                                       22
<PAGE>


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.



                                       23
<PAGE>

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
         REGISTRANT

Directors

The Company's by-laws provide that the number of directors shall be not less
than three nor more than ten. The actual number of directors is determined by
resolution of the Board from time to time. The Company's by-laws also provide
that directors are elected at the annual meeting of shareholders for a term of
office of one year or until their successors are elected and qualify. The last
annual meeting of shareholders was held on November 20, 1997. All of the current
directors were elected at that meeting. The Company anticipates that the next
annual meeting of shareholders will be held in the year 2002. The number of
directors is currently set at nine. Only three persons, however, are currently
serving as directors. Following is information concerning each of the current
directors of the Company:

Michael L. Goldberg, 51 (a director since 1990). Mr. Goldberg was an Assistant
District Attorney in the Philadelphia District Attorney's office from 1974 to
1977 before entering private practice with a specialty in complex commercial
litigation. Mr. Goldberg joined the Company in May 1990. He was Chairman,
President and Chief Executive Officer of the Company from November 1991 to June
1994 at which time he relinquished the position of President.

Phillip E. Pearce, 72 (a director since 1992). Mr. Pearce has been in the
investment banking and securities business since receiving his Graduate Degree
from the Wharton School in 1954. From 1969 to 1983, he served as Senior Vice
President and a Director of E.F. Hutton of New York City, served on the Board of
Governors of the New York Stock Exchange and was Chairman of the Board of
Governors of the National Association of Securities Dealers, Inc. From 1983 to
1988, Mr. Pearce served as President of Phillip E. Pearce & Co., and since 1988
has been a partner in Pearce-Henry Capital Corp. of Charlotte, North Carolina,
an investment banking firm. Mr. Pearce was also a contributing author and editor
of the Dow Jones publication of the Stock Market Handbook, and sat on the
advisory council to the Securities and Exchange Commission on The Institutional
Study of the Stock Markets.

Michael J. Pickering, M.D., 70 (a director since 1990). Dr. Pickering has
practiced as a medical doctor specializing in nephrology since receiving his
medical degree from the University of Florida in 1961. He has certifications
from the American Board of Internal Medicine and the American Board of Internal
Medicine in the Subspecialty of Nephrology and is a member of the American and
Florida Medical Associations, is a Fellow, American College of Physicians, and
is a member of the American Society of Artificial Internal Organs, American
Society of Internal Medicine, the American Society of Nephrology, the Florida
Society of Internal Medicine, the Florida Society of Nephrology, the
Hillsborough County Medical Association, the International Society of


                                       24
<PAGE>

Nephrology, the National Kidney Foundation, the Southeastern Dialysis and
Transplantation Association, the South-Eastern Organ Procurement Foundation, the
Royal Society of Health and the American Board of Quality Assurance &
Utilization Review Physicians. Dr. Pickering currently practices medicine,
serves as an Associate Professor of Medicine at the University of Florida and is
a frequent speaker and lecturer on his area of specialty throughout the country.
He also has had articles and abstracts published in more than one hundred
medical journals and medical conferences.

Executive Officers

Information concerning the executive officers of the Company is contained in
Part I, on page 12 of this annual report.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Ownership of and transactions in the Company's securities by executive officers
and directors of the Company and owners of ten percent or more of the Company's
Common Stock are required to be reported to the Securities and Exchange
Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act").

The Company does not have knowledge of any failure to file a required form to
report such ownership and transactions.


                                       25
<PAGE>


ITEM 11. EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

The following table provides a summary of cash and non-cash compensation with
respect to the Company's Chief Executive Officer and the only other executive
officer whose compensation exceeded $100,000 (the "Name Officers") in the fiscal
years ended December 31, 2000, 1999 and 1998.

<TABLE>
<CAPTION>
                                                                                           -------------------------
                                                                                                  Long Term
                                          ---------------------------------------------          Compensation
                                                       Annual Compensation                          Awards
--------------------------------------------------------------------------------------------------------------------
           Name and                                                      Other Annual       Securities Underlying
      Principal Position          Year    Salary ($)     Bonus ($)     Compensation ($)        Option/SARs (#)
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>     <C>            <C>           <C>                  <C>
Michael L. Goldberg               2000      165,000         -0-              8,000                   -0-
  Chief Executive                 1999      165,000         -0-              8,000                   -0-
    Officer                       1998      165,000         -0-              8,000                   -0-

Randolph H. Speer                 2000        -0-           -0-               -0-                    -0-
  President and Chief             1999      190,000         -0-               -0-                    -0-
    Operating Officer(*)          1998      200,000         -0-               -0-                    -0-
</TABLE>

(*)      Randolph H. Speer resigned his positions with the Company in the year
         ended December 31, 1999.

                                  STOCK OPTIONS

There were no grants of stock options by the Company to the Named Officers
during 2000.


                                       26
<PAGE>

           AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
                                  OPTION VALUES

The following table sets forth the information with respect to the Named
Officers concerning the exercise of options during 2000 and unexercised options
held as of December 31, 2000:

<TABLE>
<CAPTION>
 ------------------------------------------------------------------------------  -----------------------------------
       (a)             (b)          (c)                     (d)                                 (e)
 ------------------------------------------------------------------------------  -----------------------------------
                                              Number of Securities Underlying    Value of Unexercised In-the-Money
                                             Unexercised Options at FY-End (#)         Options at FY-End ($)
 ------------------------------------------------------------------------------  -----------------------------------
                     Shares
                     Acquired      Value
                     on Excise    Realized
       Name            (#)           ($)       Exercisable     Unexercisable       Exercisable     Unexercisable
 ------------------------------------------------------------------------------  -----------------------------------
<S>                  <C>          <C>          <C>             <C>                 <C>             <C>
 Michael L.
   Goldberg            -0-          -0-          72,500            -0-                 -0-              -0-
</TABLE>

Compensation of Directors

It has been the policy of the Company not to compensate its directors for their
services as directors. It is the policy of the Company not to pay its directors
for attending Board or committee meetings, but the Company reimburses directors
for travel expenses incurred in attending such meetings.

Board Compensation Committee Report on Executive Compensation

The Board of Directors of Rx Medical Services Corp. does not have a Compensation
Committee and, as a result, the Board of Directors makes determinations as to
executive officer compensation. As of December 31, 2000, the Company had three
executive officers.


                                       27
<PAGE>


Performance Graph

                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN *
      AMONG RX MEDICAL SERVICES CORP., THE NASDAQ STOCK MARKET (U.S.) INDEX
              AND THE S & P HEALTH CARE (HOSPITAL MANAGEMENT) INDEX


<TABLE>
<CAPTION>
                                              --------------------------------------------------
                                                          Cumulative Total Return
                                              --------------------------------------------------
                                              12/95    12/96    12/97    12/98    12/99    12/00
                                              -----    -----    -----    -----    -----    -----
<S>                                 <C>       <C>      <C>      <C>      <C>      <C>      <C>
Rx MEDICAL SERVICES CORP            RXMS       100        9       27       11       10        4

NASDAQ STOCK MARKET (U.S.)          INAS       100      123      151      212      395      237

S & P HEALTH CARE (HOSPITAL
  MANAGEMENT)                       IHSM       100      118      103       84       95      155
</TABLE>

-----------------
*  $100 invested on 12/31/95 in stock or index - including reinvestment of
   dividends. Fiscal year ending December 31.


                                       28
<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Each share of Preferred Stock of the Company contains voting rights equivalent
to one share of the Company's Common Stock. The Company currently has one series
of preferred stock outstanding, designated Series G. For a description of the
relative rights and preferences of this series, see Note 6(a) to the Notes to
Consolidated Financial Statements. On all matters submitted for vote by the
stockholders of the Company, including the election of directors, the shares of
the Company's Preferred Stock and Common Stock vote together as a single class
except as may otherwise be required by law.

The following table sets forth information as of March 31, 2002, with respect to
all stockholders known by the Company to be the direct or indirect beneficial
owners of 5% or more of the Company's voting securities and by the executive
officers and directors of the Company as a group. Each percentage is calculated
by assuming that the named stockholder converted or exercised all of such
stockholder's securities convertible within the next 60 days into, or
exercisable for, shares of the Company's Common Stock at a time when no other
stockholder did so, irrespective of the conversion or exercise price thereof.
Except as otherwise noted, all persons and entities have sole voting and
investment power with respect to their shares.

<TABLE>
<CAPTION>
---------------------------------------    -----------------    ---------------------      -------------------
                                                                    AMOUNT
                                                                   AND NATURE
      NAME AND ADDRESS OF                      TITLE OF           OF BENEFICIAL               PERCENTAGE
        BENEFICIAL OWNER                        CLASS              OWNERSHIP (1)                OF CLASS
---------------------------------------    -----------------    ---------------------      -------------------
<S>                                        <C>                  <C>                        <C>
Michael L. Goldberg                             Common            4,741,194   (2)                 20.48%
(also a director)
888 East Las Olas Blvd.,
  Suite 210
Fort Lauderdale, FL  33301

Healthcare Capital, LLC                         Common           11,028,717   (3)                 47.65%
6125 Memorial Drive                             Preferred           800,000   (4)                100.00%
Dublin, OH  43017

Directors: (address for all at)
888 East Las Olas Blvd.,
 Suite 210
Fort Lauderdale, FL  33301

Michael J. Pickering, M.D.                      Common               23,750   (5)                   .10%


All Executive Officers, Directors
 and Nominees as a Group                        Common            4,764,944   (6)                 20.58%
</TABLE>


                                       29
<PAGE>

1)       As of March 31, 2002, there were 23,145,034 shares of the Company's
         Common Stock and 800,000 shares of the Company's Preferred Stock issued
         and outstanding.

2)       Includes 72,500 shares representing stock options exercisable within 60
         days.

3)       In July 1996, an entity distributed, in equal amounts, 750,000 shares
         to Lance K. Poulsen, Donald H. Ayers, Rebecca S. Parrett and Barbara C.
         Larson. These individuals are officers, directors and the majority
         shareholders of the Financing Source ("Related Party") and Healthcare
         Capital, LLC ("HCC") and may be deemed to be the beneficial owners of
         the shares, of the Company's Common Stock, owned by HCC.

4)       These 800,000 shares of the Company's Series G Preferred Stock could
         convert, based on the market value of the Company's Common Stock on May
         22, 2002, into approximately 11,428,571 shares of the Company's Common
         Stock.

5)       Includes 3,182 shares representing stock options exercisable within 60
         days.

6)       Includes 75,692 shares representing stock options exercisable within 60
         days.


                                       30
<PAGE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



General

The Financing Source ("Related Party") is being categorized as a related party
due to the Financing Source's ("Related Party") stock ownership in and its
ability to exercise control over the operations of the Company.

Sale of Subsidiary

Effective December 30, 1999, the Company entered into an Agreement For The Sale
And Purchase of Assets of Consolidated Health Corporation of Pittsburgh, Inc.
(PSH) to ACCI/AllCare of Pennsylvania, Inc. (AllCare). AllCare assumed none of
the liabilities of PSH. In consideration for the sale of the assets, the
purchaser shall enter into a mortgage payable for $3,300,000.

In connection with the sale agreement described above, a second agreement,
Agreement Regarding Acquisition of Assets of Pittsburgh Specialty Hospital was
entered into by and among The Financing Source ("Related Party"), AllCare and
another party. The agreement called for the following:

         -        The Financing Source ("Related Party") to settle certain debts
                  of PSH.

         -        AllCare will enter into a $3,300,000 mortgage payable
                  (described in the above paragraph) with Financing Source
                  ("Related Party").

         -        The Financing Source ("Related Party") will provide AllCare
                  with 12 monthly payments of $200,000 commencing on the Closing
                  date in return for a $2,400,000 mortgage.

In addition, the Financing Source ("Related Party") engaged AllCare as an agent
to attempt to settle the trade debts of Consolidated Health Corporation of
Pittsburgh, Inc, except for approximately $250,000 that was separately
identified as the exclusive responsibility of PSH. PSH's trade debts were
$1,364,000 at December 31, 1999. As this agreement did not relieve PSH of its
legal obligation to pay its trade debts, the accounts payable balance was not
adjusted.


                                       31
<PAGE>


A summary of the assets sold to AllCare and liabilities paid off by The
Financing Source ("Related Party") are as follows:

<TABLE>
<S>                                                   <C>
Accounts receivable, net                              $  (355)
Inventories                                               (50)
Land and buildings                                       (653)
Equipment, net                                           (284)
Notes payable - related party                           2,758
Accrued liabilities                                         7
Accrued liabilities - related party                        14
Long-term debt                                            197
Obligations under capital leases - related party           16
                                                      -------
Net adjustment to paid in capital                     $ 1,650
                                                      =======
</TABLE>

No gain or loss was recorded for the sale of the PSH assets to AllCare or the
PSH liabilities being settled by The Financing Source ("Related Party"). The
Company recorded the net adjustment to paid in capital due to the substance and
the related party aspects of the transaction.


Forgiveness and Settlement Of Liabilities

Effective December 30, 1999, the Company entered into an Agreement For The Sale
And Purchase of Assets of PSH to AllCare. Although effective control of the
assets of PSH were transferred to Allcare on December 30, 1999, the Company
continued to process certain PSH transactions on behalf of Allcare during the
first and second quarter of 2000 as Allcare was in the process of securing
medical provider numbers. The transactions aggregated $240,037. None of these
transactions were recorded in the Company's statement of operations for the year
ended December 31, 2000. The Company was not compensated for these processing
services subsequent to January 1, 2000. The Financing Source ("Related Party)
funded $352,954 for PSH's on going obligations. The net value of transactions
processed on behalf of Allcare for the year ended December 31, 2000, combined
with the funding received from the Financing Source ("Related Party") resulted
in a liability by the Company to the Financing Source ("Related Party") of
$112,917. The Financing Source ("Related Party") forgave this liability, however
no gain or loss was recorded on the forgiveness of the liability. The Company
recorded the forgiveness to paid in capital due to the related party aspects of
the transactions.

In addition, Allcare was engaged by the Financing Source ("Related Party") on
December 30, 1999 as an agent to attempt to settle the trade debts of PSH. In
the first and second quarter of 2000, the Financing Source ("Related Party")
funded $750,000 to settle $1,121,006 of PSH's trade debts. No gain or loss was
recorded for the settlement of the liability. The Company recorded $1,121,006 to
paid in capital due to the related party aspects of the transaction.


                                       32
<PAGE>

Notes Payable

At December 31, 2000, notes payable-related party included amounts due to the
Financing Source ("Related Party"), through which the Company has obtained
financing collateralized by the Company's accounts receivable and equipment. The
collateral also includes all the issued and outstanding common stock of
Consolidated Health Corporation Of Mississippi, Inc.

Certain financing agreements with the Financing Source ("Related Party") provide
that the Company will periodically sell certain eligible accounts receivable to
the Financing Source ("Related Party"). However, the terms of the agreements
specify certain items of limited recourse, including the ability to resell
receivables which have aged beyond 150 days back to the Company. While the
Company believes that legally a sale of its receivables has occurred, due to the
existence of the terms of limited recourse, this transaction does not qualify
for treatment as a sale for accounting purposes and, accordingly, such activity
has been recorded as notes payable at December 31, 2000 and 1999.

The notes payable due to the Financing Source ("Related Party") at December 31,
2000 and 1999 consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                             -------           --------
                                                               2000             1999
                                                             -------           --------
<S>                                                          <C>               <C>
Notes payable, interest at 14%, maturing at various
dates in June 2003, collateralized by accounts
receivable (subject to sale and subservicing
agreements)                                                  $ 70,982          $ 56,501

Unsecured note payable, interest at 12%, matures on
July 31, 2001                                                      17                43
                                                              -------          --------
                                                              $70,999          $ 56,544
                                                              =======          ========
</TABLE>

Long-Term Debt

Long-term debt - related party consists of an unsecured promissory note,
interest at 14%, due in monthly installments of principal and interest of
$13,232, and matures on September 1, 2003. Scheduled principal maturities for
each of the five years subsequent to December 31, 2000, and thereafter are
estimated as follows (in thousands): 2001 - $116; 2002 - $132; and 2003 - $113.


                                       33
<PAGE>


Indebtedness

At December 31, 2000, the Company is indebted to the Financing Source ("Related
Party") in the amount of $71.7 million.


Stock Ownership

Healthcare Capital, LLC ("HCC"), formerly know as Intercontinental Investment
Associates, Ltd., is affiliated with the Financing Source ("Related Party") via
common individual owners. At December 31, 2000, HCC is the Company's majority
shareholder. HCC owns directly and/or indirectly 47.6% or 11,028,717 of the
23,145,034 shares of the issued and outstanding shares of the Company's $.002
par value Common Stock as of March 31, 2002. The ownership percentage and the
number of shares owned do not take into account following:

         a)       the 800,000 shares of the Company's Series G Preferred Stock
                  owned by HCC that could convert, based on the market value of
                  the Company's Common Stock on May 22, 2002, into approximately
                  11,428,571 shares of the Company's Common Stock,

         b)       dividends in arrears of $150,000 on the Company's Series G
                  Preferred Stock as of December 31, 2000, which are anticipated
                  to be paid by the issuance of 9,428,571 shares of the
                  Company's Common Stock, or

         c)       shares of the Company's Common Stock held by HCC in street
                  name.

Leases

The Company leases one of its facilities and certain equipment from the
Financing Source ("Related Party") with initial lease terms of twenty years.
Scheduled future minimum commitments under these operating leases with remaining
terms subsequent to December 31, 2000 are as follows (in thousands):

<TABLE>
<CAPTION>
         --------------             -------------
         Years Ending               Related-Party
         December 31,                  Leases
         --------------             -------------
         <S>                        <C>
             2001                   $     1,145
             2002                         1,145
             2003                         1,146
             2004                         1,146
             2005                         1,146
          Thereafter                     11,742
                                    -----------
                                    $    17,470
                                    ===========
</TABLE>


                                       34
<PAGE>


Scheduled future minimum commitments under capital lease obligations with
remaining terms subsequent to December 31, 2000 are as follows (in thousands):

<TABLE>
<CAPTION>
             --------------------        ---------
                                         Related-
             Years Ending                 Party
             December 31,                 Leases
             --------------------        ---------
             <S>                         <C>
                 2001                     $  66
                 2002                        17
                 2003                        --
                 2004                        --
                 2005                        --
              Thereafter                     --
                                          -----
                                             83

        Less amounts
          Representing interest              (5)
                                          ------

        Present value of remaining
          minimum capital lease
          payments                           78

        Less:
          Scheduled current portion         (62)
          Non-current obligations
            Reclassified to current          --
                                          -----
        Long-term obligations
          Under capital leases               16
                                          =====
</TABLE>


                                       35
<PAGE>


                                     PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1)   List of Financial Statements

The following Consolidated Financial Statements of Rx Medical Services Corp. and
Report of Independent Accountants are filed as a part of this annual report:

<TABLE>
<CAPTION>
                                                                                      -----------
                                                                                         Page
                                                                                      -----------
<S>                                                                                   <C>
    Report of Independent Certified Public Accountants                                    39
    Consolidated Statements of Operations for the years ended
      December 31, 2000, 1999 and 1998                                                    40
    Consolidated Balance Sheets at December 31, 2000 and 1999                           41-42
    Consolidated Statements of Shareholders' Deficit for the years ended
      December 31, 2000, 1999 and 1998                                                    43
    Consolidated Statements of Cash Flows for the years ended
      December 31, 2000, 1999 and 1998                                                  44-45
    Notes to Consolidated Financial Statements                                          46-64
</TABLE>

Schedules other than those listed above are omitted because they are not
applicable or the required information is shown in the financial statements or
notes thereto.

(a)(2) List of Exhibits: (numbered in accordance with Item 601 of Regulation
S-K)

<TABLE>
<CAPTION>
------------     ---------------------------------------------------------------    ----------------
  Exhibit                                                                           Incorporation by
  Number                        Description of Document                                Reference
------------     ---------------------------------------------------------------    ----------------
  <S>            <C>                                                                <C>

     3(a)        Certificate of Incorporation                                             3(a)*

     3(b)        By-Laws                                                                  3(b)*

     3(c)        Certificate of Decrease in Number of Authorized and                      3(c)**
                 Outstanding Shares of Stock, filed with Nevada Secretary of
                 State (December 1991)

     3(d)        Certificate of Decrease in Number of Authorized and                      ***
                 Outstanding Shares, filed with Nevada Secretary of State
                 (December 1993)

     4(a)        Certificate of Resolution with respect to Series B Preferred             4(a)****
                 Stock of Registrant

     4(b)        Certificate of Designation, Series C Preferred Stock                     4(b)-

     4(c)        Certificate of Designation, Series D Preferred Stock                     4(c)-

     4(d)        Certificate of Designation, Series E Preferred Stock                     4(d)-

     4(e)        Certificate of Designation, Series F Preferred Stock                     4(e)-
</TABLE>


                                       36
<PAGE>

<TABLE>
<S>              <C>                                                                     <C>
     10(a)       Sale and Subservicing Agreement dated as of October 7, 1993,            10(kk)+
                 by and among Manatee Medical Laboratories, Inc., NPFII-W, Inc.
                 and National Premier Financial Services, Inc.

     10(b)       Agreement of Merger, dated April 20, 1994, together with                10(a)++
                 supplementary letter from Kachina, Inc., dated April 20, 1994

     10(c)       Purchase Commitment, dated April 20, 1994, from NCFE                    10(b)++

     10(d)       Promissory Note, Security Agreement and Pledge Agreement,               10(c)+++
                 dated September 19, 1994, from Rx Medical Services Corp. to
                 NCFE

     10(e)       Plan and Agreement of Merger, dated July 7, 1995, by and among          10(a)++++
                 Rx Medical Services Corp., CHC Acquisition Corp. and
                 Consolidated Health Corporation of Mississippi, Inc.

     10(f)       Asset Purchase Agreement, dated as of August 11, 1995, by and           10(e)++++
                 among Meris Laboratories, Inc., Rx Medical Services Corp. and
                 Manatee Medical Laboratories, Inc. [for northern California]

     10(g)       Asset Purchase Agreement, dated as of August 11, 1995, by and           10(f)++++
                 among Meris Laboratories, Inc., Rx Medical Services Corp. and
                 Manatee Medical Laboratories, Inc. [for southern California]

     10(h)       Laboratory Services Agreement, made as of August 12, 1995,              10(g)++++
                 between Meris Laboratories, Inc. and Rx Medical Services Corp.

     10(i)       Amendment to Asset Purchase Agreement, dated as of August 17,           10(h)++++
                 1995 by and among Meris Laboratories, Inc., Rx Medical
                 Services Corp. and Manatee Medical Laboratories, Inc. [for
                 southern California]

     10(j)       Pledge Agreement, dated as of July 13, 1995, from Rx Medical            10(j)-
                 Services Corp. to NCFE

     10(k)       Hospital Lease Agreement, dated as of November 1, 1995,                 10(k)-
                 between Smith County, MS and CHC Management, Inc.

     10(l)       Articles of Merger (CHC) filed November 14, 1995 with MS                10(l)-
                 Secretary of State

     10(m)       Operating Agreement, dated as of March 30, 1996, between                10(m)-
                 NPF-X, Inc and CHC Whitwell, Inc.

     10(n)       Operating Agreement, dated as of March 30, 1996, between                10(n)-
                 NPF-X, Inc and CHC Clintwood, Inc.

     10(o)       Option to Purchase Agreement, effective as of March 29, 1996,           10(o)-
                 between NPF-X, Inc. and CHC
</TABLE>


                                       37
<PAGE>

<TABLE>
<S>              <C>                                                                     <C>
     10(p)       First Amendment to CHC Merger Agreement                                 10(p)-

     10(q)       Option Agreement on Whitwell Medical Center, Whitwell, TN               10(q)-

     10(r)       Note Extension                                                          10(r)-

     10(s)       Asset Purchase Agreement, dated August 28, 1996, between The             2(a)--
                 Podiatry Hospital of Pittsburgh and CHC

     10(t)       Amendment to Asset Purchase Agreement, undated                           2(b)--

     10(u)       Stipulation of Dismissal and Order                                      10(u)---

     11          Computation of Primary Earnings Per Share

     21          Subsidiaries of Registrant                                              21-

     10(v)       Asset Sale dated December 30, 1999, between Pittsburgh                  10(v) ----
                 Specialty Hospital and AllCare
</TABLE>

Explanation of Incorporation by Reference:

         *        Form 10 of Registrant, dated October 10, 1990, as amended by
                  Form 8, dated March 15, 1991

         **       Amendment No. 2 to Form S-1 of Registrant, dated January 31,
                  1994

         ***      Current Report of Registrant on Form 8-K, dated January 7,
                  1994

         ****     Current Report of Registrant on Form 8-K, dated December 23,
                  1991, as amended on December 29 and 31, 1991, and January 14
                  and March 14, 1992

         +        Amendment No. 1 to Form S-1 of Registrant, dated October 28,
                  1993

         ++       Current Report of Registrant on Form 8-K, dated April 20, 1994

         +++      Current Report of Registrant on Form 8-K, dated September 20,
                  1994

         ++++     Current Report of Registrant on Form 8-K, dated August 10,
                  1995

         -        Annual Report of Registrant on Form 10-K for fiscal year ended
                  December 31, 1995

         --       Current Report of Registrant on Form 8-K, dated April 3, 1997

         ---      Current Report of Registrant on Form 8-K, dated January 29,
                  1998

         ----     Annual Report of Registrant on Form 10-K for fiscal year ended
                  December 31, 1999

(b)      Reports on Form 8-K

         None.


                                       38
<PAGE>


                         REPORT OF INDEPENDENT CERTIFIED
                               PUBLIC ACCOUNTANTS



Board of Directors
Rx Medical Services Corp.

We have audited the accompanying consolidated balance sheets of Rx Medical
Services Corp. as of December 31, 2000 and 1999, and the related consolidated
statements of operations, shareholders' deficit, and cash flows for each of the
three years in the period ended December 31, 2000. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Rx
Medical Services Corp. at December 31, 2000 and 1999, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Rx
Medical Services Corp. will continue as a going concern. However, as more fully
described in Note 1, the Company has incurred recurring operating losses, has a
working capital deficiency, is delinquent in payments due to debt holders,
taxing authorities and others, is in default of certain loan covenants and is
dependent on the continued funding by the senior lender. In addition, as
described in Note 12, there are uncertainties concerning the Company's
compliance with various federal and state statutes and certain provisions of the
Omnibus Budget Reconciliation Act of 1993, as well as, certain similar state
statutes. The forgoing matters raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Notes 1 and 12. The financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.



/s/ Grant Thornton LLP
Weston, Florida
May 22, 2002


                                       39
<PAGE>
                           RX MEDICAL SERVICES CORP.
                     Consolidated Statements of Operations
                (Dollars in thousands except per share amounts)


<TABLE>
<CAPTION>
                                                                         Years Ended December 31,
                                                             --------------------------------------------------
                                                               2000                 1999                 1998
                                                             --------             --------             --------

<S>                                                          <C>                  <C>                  <C>
Revenues:
      Hospitals and medical clinics                          $  9,157             $ 12,077             $ 15,486
      Biological products                                          --                  732                1,012
                                                             --------             --------             --------
                                                                9,157               12,809               16,498
                                                             --------             --------             --------

Costs and expenses:
      Compensation and benefits                                 6,551                8,872                9,716
      Biological products                                          --                  470                  633
      Supplies                                                    988                1,251                1,820
      Fees for services                                         1,232                1,263                2,489
      Bad debts                                                 1,070                1,711                1,389
      Bad debts - related party                                   535                   --                   --
      Depreciation and amortization                               151                  246                  243
      Occupancy                                                   488                  610                  698
      Occupancy-related party                                     962                  962                  962
      Equipment rental and maintenance                            323                  414                  422
      Equipment rental-related party                              183                  183                  183
      Other                                                       702                1,304                1,857
                                                             --------             --------             --------
                                                               13,185               17,286               20,412
                                                             --------             --------             --------

Operating loss                                                 (4,028)              (4,477)              (3,914)

Other income (expense):
      Interest                                                    (81)                (106)                (257)
      Interest - related party                                (10,807)              (8,714)              (7,393)
      Provision for legal judgment                                 --                   --               (1,130)
      Loss on sale/abandonment of assets                           --                 (149)                  --
      Loss on settlement of liabilities                            --                 (185)                 (50)
      Other income                                                210                  207                  173
                                                             --------             --------             --------
                                                              (10,678)              (8,947)              (8,657)
                                                             --------             --------             --------

Loss from continuing operations                               (14,706)             (13,424)             (12,571)

Gain from discontinued operations                                  --                   --                  136

Extraordinary item:
      Gain on settlement of indebtedness                           --                   --                3,195
                                                             --------             --------             --------

Net loss                                                     $(14,706)            $(13,424)            $ (9,240)
                                                             ========             ========             ========

Basic and diluted net loss per common share:
      Loss from continuing operations                        $  (0.64)            $  (0.76)            $  (0.95)
      Gain from discontinued operations                            --                   --                 0.01
      Gain from extraordinary item                                 --                   --                 0.24
                                                             --------             --------             --------

      Basic and diluted net loss per common share            $  (0.64)            $  (0.76)            $  (0.70)
                                                             ========             ========             ========
</TABLE>


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


                                      40
<PAGE>


                           RX MEDICAL SERVICES CORP.
                          Consolidated Balance Sheets
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                                  ---------------------------
                                                                                   2000                 1999
                                                                                  -------             -------

<S>                                                                               <C>                 <C>
Assets:
      Current assets:
          Cash                                                                    $    81             $    46
          Accounts receivable (less allowance for doubtful accounts of
            $2,624 and $2,690 at 2000 and 1999, respectively)                       2,033               2,630
          Inventories                                                                 294                 322
          Other                                                                        52                  78
                                                                                  -------             -------

               Total current assets                                                 2,460               3,076
                                                                                  -------             -------

      Property and equipment, at cost
          Equipment                                                                   756                 706
          Furniture, fixtures and improvements                                         94                  92
                                                                                  -------             -------

                                                                                      850                 798

          Less: accumulated depreciation and amortization                            (546)               (401)
                                                                                  -------             -------

                                                                                      304                 397

      Other assets                                                                     11                  18
                                                                                  -------             -------

               Total assets                                                       $ 2,775             $ 3,491
                                                                                  =======             =======
</TABLE>


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


                                      41
<PAGE>


                           RX MEDICAL SERVICES CORP.
                    Consolidated Balance Sheets (continued)
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                                                     December 31,
                                                                                            -------------------------------
                                                                                              2000                   1999
                                                                                            ---------             ---------

<S>                                                                                         <C>                   <C>
Liabilities and shareholders' deficit:
      Current liabilities:
          Note payable                                                                      $      16             $      16
          Notes payable - related party                                                        70,999                56,544
          Accounts payable                                                                      4,541                 6,430
          Accrued liabilities                                                                   1,580                   872
          Accrued liabilities - related party                                                     280                   166
          Accrued compensation, benefits and related taxes                                        907                 1,254
          Current portion of long-term debt-related party                                         116                   100
          Current portion of capital lease obligations                                             50                    65
          Current portion of capital lease obligations-related party                               62                    57

                                                                                            ---------             ---------
               Total current liabilities                                                       78,551                65,504

      Long-term liabilities:
          Long-term debt-related party                                                            245                   361
          Obligations under capital leases                                                         28                    21
          Obligations under capital leases-related party                                           16                    78

                                                                                            ---------             ---------
               Total long-term liabilities                                                        289                   460
                                                                                            ---------             ---------

               Total liabilities                                                               78,840                65,964
                                                                                            ---------             ---------

Commitments and contingencies                                                                      --                    --

Shareholders' deficit:
      Convertible preferred stock, $.001 par value, authorized shares
          1,500,000, issued and outstanding 800,000 shares at 2000 and 1999;
          aggregate liquidation preference of $950 and $830 at 2000 and 1999,
          respectively                                                                              1                     1
      Common stock, $.002 par value, authorized 25,000,000 shares, issued and
        outstanding 23,751,920 at 2000 and 1999                                                    47                    47
      Additional paid-in capital                                                               45,139                44,025
      Accumulated deficit                                                                    (121,251)             (106,545)
      Treasury stock, 605,554 shares of common stock, at par value,
        at 2000 and 1999                                                                           (1)                   (1)

                                                                                            ---------             ---------
               Total shareholders' deficit                                                    (76,065)              (62,473)
                                                                                            ---------             ---------

               Total liabilities and shareholders' deficit                                  $   2,775             $   3,491
                                                                                            =========             =========
</TABLE>


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


                                      42
<PAGE>


                           RX MEDICAL SERVICES CORP.
                Consolidated Statements of Shareholders' Deficit
                       (Dollars and shares in thousands)


<TABLE>
<CAPTION>
                                               Convertible                       Addi-                   Treasury      Total
                                             Preferred Stock      Common Stock   tional      Accumu-      Stock        Share
                                            -----------------    --------------  Paid-In      lated    -------------  holders'
                                            Shares     Amount    Shares  Amount  Capital     Deficit   Shares Amount  Deficit
                                            ------    -------    ------  ------ --------    --------   ------ ------  --------

<S>                                         <C>       <C>        <C>     <C>    <C>         <C>        <C>    <C>     <C>
       Balance December 31, 1997             1,023    $ 3,002     9,164   $18   $ 37,233    $ (83,881)   606   $(1)    (43,629)

Issuance of preferred stock                    800          1        --    --        800           --     --    --         801
Issuance of common stock                        --         --     5,000    10        790           --     --    --         800
Issuance of common stock for
  conversion of preferred stock               (600)    (3,001)      600     1      3,000           --     --    --          --
Issuance of common stock in
  exchange for preferred stock                (359)        --     1,029     2         (2)          --     --    --          --
Issuance of common stock for
  dividends in arrears                          --         --     2,190     4        716           --     --    --         720
Dividends on preferred stock                    --         --        --    --       (176)          --     --    --        (176)
Net loss                                        --         --        --    --         --       (9,240)    --    --      (9,240)
                                            ------    -------    ------   ---   --------    ---------    ---   ---    --------
         Balance December 31, 1998             864          2    17,983    35     42,361      (93,121)   606    (1)    (50,724)

Issuance of common stock for
  conversion of preferred stock                (64)        (1)    4,605     9         (9)          --     --    --          (1)
Issuance of common stock for
  dividends in arrears                          --         --     1,164     3        143           --     --    --         146
Dividends on preferred stock                    --         --        --    --       (120)          --     --    --        (120)
Sale of subsidiary                              --         --        --    --      1,650           --     --    --       1,650
Net loss                                        --         --        --    --         --      (13,424)    --    --     (13,424)
                                            ------    -------    ------   ---   --------    ---------    ---   ---    --------
         Balance December 31, 1999             800          1    23,752    47     44,025     (106,545)   606    (1)    (62,473)

Dividends on preferred stock                    --         --        --    --       (120)          --     --    --        (120)
Forgiveness of liability - related party        --         --        --    --        113           --     --    --         113
Settlement of liabilities - related party       --         --        --    --      1,121           --     --    --       1,121
Net loss                                        --         --        --    --         --      (14,706)    --    --     (14,706)
                                            ------    -------    ------   ---   --------    ---------    ---   ---    --------
         Balance December 31, 2000             800    $     1    23,752   $47   $ 45,139    $(121,251)   606   $(1)   $(76,065)
                                            ======    =======    ======   ===   ========    =========    ===   ===    ========
</TABLE>


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


                                      43
<PAGE>


                           RX MEDICAL SERVICES CORP.
                     Consolidated Statements of Cash Flows
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                                                Years Ended December 31,
                                                                                           -------------------------------------
                                                                                             2000           1999           1998
                                                                                           --------       --------       -------

<S>                                                                                        <C>            <C>            <C>
Cash flows from operating activities:
      Net loss                                                                             $(14,706)      $(13,424)      $(9,240)
      Adjustments to reconcile net loss to net cash used in operating activities:
          Depreciation and amortization                                                         151            246           243
          Provision for bad debts                                                             1,605          1,711         1,389
          Provision for legal judgment                                                           --             --         1,130
          Loss on sale/abandonment of assets                                                      3            161            15
          (Gain) loss on settlement of liabilities                                               --            185          (150)
          Gain on settlement of indebtedness                                                     --             --        (3,195)
          Changes in operating assets and liabilities, net of effects of acquisition:
              Increase in accounts receivable                                                (1,008)        (1,702)         (304)
              (Increase) decrease in inventories                                                 27             (9)          154
              (Increase) decrease in other assets                                                33             (1)         (110)
              Increase (decrease) in accounts payable and accrued liabilities                  (525)           890         2,276
              Increase (decrease) in accrued liabilities - related party                        114             75          (534)
              Change in discontinued operations                                                  --             --          (100)
                                                                                           --------       --------       -------
                  Net cash used in operating activities                                     (14,306)       (11,868)       (8,426)
                                                                                           --------       --------       -------

Cash flows from investing activities:
      Proceeds from sale of property and equipment                                                2             --            --
      Acquisition of property and equipment                                                     (31)           (48)          (75)
                                                                                           --------       --------       -------
                  Net cash used in investing activities                                         (29)           (48)          (75)
                                                                                           --------       --------       -------

Cash flows from financing activities:
      Proceeds from notes payable and long-term debt - related party                         14,566         12,092         8,308
      Payments on notes payable, long-term debt and obligations under capital leases            (39)           (50)         (632)
      Payments on notes payable, long-term debt and obligations under capital leases
        - related party                                                                        (157)          (101)          (64)
      Proceeds from the sale of preferred stock                                                  --             --           800
                                                                                           --------       --------       -------
                  Net cash provided by financing activities                                  14,370         11,941         8,412
                                                                                           --------       --------       -------

Net increase (decrease) in cash                                                                  35             25           (89)
Cash - beginning of year                                                                         46             21           110
                                                                                           --------       --------       -------

Cash - end of year                                                                         $     81       $     46       $    21
                                                                                           ========       ========       =======
</TABLE>


 (Continued)


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


                                      44
<PAGE>


                           RX MEDICAL SERVICES CORP.
               Consolidated Statements of Cash Flows (Continued)
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                                     Years Ended December 31,
                                                                                 ---------------------------------
                                                                                 2000          1999           1998
                                                                                 ----          ----           ----

<S>                                                                              <C>           <C>            <C>
The following is supplementary information relating to the consolidated
      statement of cash flows:

Noncash investing and financing activities:
      Note receivable utilized to reduce litigation settlement                   $ --          $ 169          $ --
                                                                                 ====          =====          ====
      Equipment purchased under capital leases                                   $ 31          $  --          $263
                                                                                 ====          =====          ====
      Common stock issued for payment of dividends in arrears                    $ --          $ 146          $720
                                                                                 ====          =====          ====
      Common stock issued to reduce notes payable - related party                $ --          $  --          $800
                                                                                 ====          =====          ====
</TABLE>


On July 1, 1998, the 600,270 issued and outstanding shares of the Company's
         Series F Preferred Stock, were converted into 600,270 shares of the
         Company's Common Stock.

On December 31, 1999, the remaining 63,836 issued and outstanding shares of the
         Company's Series C Preferred Stock were converted into 4,605,311
         shares of the Company's Common Stock.

Effective December 30, 1999, the Company sold Consolidated Health Corporation
         Of Pittsburgh, Inc.'s (PSH) assets of $1,342. The Financing Source
         settled certain liabilities of $2,992.

During the year ended December 31, 2000, the Financing Source provided $113 to
         process certain PSH transactions and $1,121 to settled certain PSH
         trade debts. Due to the related party aspects of the transactions no
         gain or loss was recognized on the transactions and these amounts were
         recorded to paid in capital. (See Note 2)

For the years ended December 31, 2000, 1999, and 1998, interest paid, which
         includes interest on obligations under capitalized leases, was $2,843,
         $2,307 and $2,607, respectively. No income taxes were paid during
         these periods.


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


                                      45
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.       Principles of consolidation

The consolidated financial statements of Rx Medical Services Corp. include the
accounts of Rx Medical Services Corp. and its subsidiaries (the "Company"). The
subsidiaries are four wholly-owned operating companies, Consolidated Health
Corporation of Mississippi, Inc., Rx Medical Management, Inc., Rx Medical
Imaging Corp. and CHC Medical Services Corp. All significant intercompany
transactions have been eliminated.

b.       Nature of operations

The Company operates a hospital and clinics in Clintwood, Virginia. The
Company's primary source of revenue is providing medical services to patients
in the geographic area of Clintwood, Virginia.

c.       Basis of presentation

For all years presented, the medical diagnostic services business segment has
been reflected as discontinued operations in accordance with Accounting
Principles Board Opinion No. 30 which provides for the reporting of operating
results of discontinued operations separately from the continuing operations
(see Note 4).

The Company has experienced significant losses in each of the past three years,
reflects a working capital deficit of $76.1 million at December 31, 2000, is in
default with respect to certain indebtedness and there are uncertainties
regarding the Company's compliance with federal and state self-referral
regulations while operating its medical diagnostic services business segment
(see Note 12c). However, the accompanying financial statements have been
prepared on the basis that the Company will continue as a going concern because
management believes it has an attainable plan to overcome these matters and
provide sufficient capital to operate for the coming year. The Company's
ability to continue as a going concern is dependent on the continued funding of
its operations from its primary financing source, National Century Financial
Enterprises, Inc. and its affiliates (the "Financing Source") (see Note 9) or
an alternative source, without which funding the Company's ability to continue
as a going concern would be adversely impacted.

While the Company has not yet reached profitability operationally, it is
attempting to improve operational profitability, as well as, cash flow. The
Company's primary focus though is on the continuing reorganization of the
hospital ownership and management business.


                                      46
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


As mentioned above, the Company intends to continue reorganizing the hospital
ownership and management line of business. This line of business has and
currently is incurring significant operating losses due to a reduction in
patient services eligible for reimbursement and reimbursement rates from third
party payors, such as Medicare and Medicaid. The Company anticipates entering
into an agreement to sell or to close the hospital it currently operates while
looking to expand its presence, through joint ventures and/or acquisitions,
into new markets with perceived potential. There can be no assurance that
suitable candidates can be found to acquire the Company's hospital or that a
sale can be negotiated on terms acceptable or economically feasible to the
Company. If the Company can not find a suitable candidate to acquire its
hospital, the Company may have to or could be forced to close the remaining
hospital it operates. The Company anticipates limiting its joint ventures
and/or acquisitions to those that meet certain criteria and are expected to
generate positive cash flow.

d.       Cash and cash equivalents

For purposes of the statement of cash flows, the Company considers cash
deposited with financial institutions and marketable securities with a maturity
of three months or less at the date of acquisition to be cash and cash
equivalents.

e.       Inventory

Inventory, which consists primarily of patient supplies, is stated at the lower
of cost or market; cost is determined using the first-in, first-out (FIFO)
method.

f.       Property and equipment

Depreciation on equipment, furniture, fixtures and improvements is computed
principally on the straight-line method over the estimated useful lives of
these assets, which range from three to ten years.

g.       Revenues

Revenue from hospitals and medical clinics is recognized upon completion of
patient services and is recorded net of contractual allowances and amounts
estimated to be received under reimbursement arrangements with certain third
party payers. Approximately 61%, 56% and 54% of the Company's revenues for the
years ended December 31, 2000, 1999 and 1998, respectively, were reimbursements
provided by Medicare and Medicaid.

Contractual allowances represent the difference between the Company's basic fee
schedule and the estimated amount of available reimbursement from third party
payers, such as Medicare, Medicaid and certain clients. Contractual allowances
are deducted directly from gross revenues and accounts receivable at the time
the service is performed and recorded in the Company's financial statements at
the estimated net amount to be received. These revenues are subject to audit
and retroactive adjustment


                                      47
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


by the respective third party fiscal intermediaries. In the opinion of
management, retroactive adjustments, if any, would not be material to the
financial statements of the Company. An allowance for doubtful accounts is
established based on management's estimates of the net amounts to be collected
from third party payors and individuals considering past collection history and
the current status of such related receivable. Accordingly, the allowance for
doubtful accounts does not contain any amounts relative to contractual
allowances.

h.       Income taxes

The Company accounts for deferred income taxes utilizing the liability method
as prescribed by Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." The liability method applies the enacted
statutory rates in effect at the balance sheet date to differences between the
book and tax basis of assets and liabilities. The resulting deferred tax assets
and liabilities are adjusted to reflect changes in tax laws. A valuation
allowance is provided against deferred income tax assets to the extent of the
likelihood that the deferred tax asset may not be realized.

i.       Basic and diluted net loss per common share

Statement Of Financial Accounting Standards No. 128, "Earnings Per Share,"
requires public companies to present basic earnings (net loss) per share and,
if applicable, diluted earnings (net loss) per share for all periods that
statements of operations are presented.

Basic and diluted net loss per common share are the same since (a) the
potential common shares of the Company would be anti-dilutive and (b) the
Company has reflected net losses from continuing operations for all periods
presented.

j.       Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments," requires disclosure of estimated fair values
of financial instruments. These estimated fair values are to be disclosed
whether or not they are recognized in the balance sheet, provided it is
practical to estimate such values. Such information, which pertains to the
Company's financial instruments, is based on the requirements set forth in that
Statement and does not purport to represent the aggregate net fair value of the
Company. The Company estimates that the carrying amount approximates the fair
value of its financial instruments at December 31, 2000 and 1999 due to the
maturities of these financial instruments.

k.       Stock options

Options granted under the Company's Stock Option Plans are accounted for under
APB 25, "Accounting for Stock Issued to Employees," and related
interpretations.


                                      48
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," requires additional proforma disclosures for companies that will
continue to account for employee stock options under the intrinsic value method
specified in APB 25. The Company plans to continue to apply APB 25 and the only
effect of this statement on the Company's financial statements are the new
disclosure requirements.

l.       Use of estimates

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amount of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

m.       Concentration of credit risk

In connection with the Company's hospital and clinic operations, the Company
extends credit to individuals, government agencies and third party payors.

The Company does not have director and officer liability insurance. The Company
has agreed to indemnify all of its directors and officers from any potential
liability they may have as a result of their actions in fulfilling their
responsibilities as directors and officers.

o.       Reclassifications

Certain amounts in the prior years have been reclassified to conform to the
2000 consolidated financial statement presentation.

2.       SALE OF SUBSIDIARY

Effective December 30, 1999, the Company entered into an Agreement For The Sale
And Purchase of Assets of Consolidated Health Corporation of Pittsburgh, Inc.
(PSH) to ACCI/AllCare of Pennsylvania, Inc. (AllCare). AllCare assumed none of
the liabilities of PSH. In consideration for the sale of the assets, the
purchaser shall enter into a mortgage payable for $3,300,000.

In connection with the sale agreement described above, a second agreement,
Agreement Regarding Acquisition of Assets of Pittsburgh Specialty Hospital was
entered into by and among The Financing Source, AllCare and another party. The
agreement called for the following:

         -        The Financing Source to settle certain debts of PSH.

         -        AllCare will enter into a $3,300,000 mortgage payable
                  (described in the above paragraph) with Financing Source.

         -        The Financing Source will provide AllCare with 12 monthly
                  payments of $200,000 commencing on the Closing date in return
                  for a $2,400,000 mortgage.


                                      49
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


In addition, the Financing Source engaged AllCare as an agent to attempt to
settle the trade debts of Consolidated Health Corporation of Pittsburgh, Inc,
except for approximately $250,000 that was separately identified as the
exclusive responsibility of PSH. PSH's trade debts were $1,364,000 at December
31, 1999. As this agreement did not relieve PSH of its legal obligation to pay
its trade debts, the accounts payable balance was not adjusted.

A summary of the assets sold to AllCare and liabilities paid off by The
Financing Source are as follows:


<TABLE>
<S>                                                              <C>
Accounts receivable, net                                         $ (355)
Inventories                                                         (50)
Land and buildings                                                 (653)
Equipment, net                                                     (284)
Notes payable - related party                                     2,758
Accrued liabilities                                                   7
Accrued liabilities - related party                                  14
Long-term debt                                                      197
Obligations under capital leases - related party                     16
                                                                 ------
Net adjustment to paid in capital                                $1,650
                                                                 ======
</TABLE>

No gain or loss was recorded for the sale of the PSH assets to AllCare or the
PSH liabilities being settled by The Financing Source. The Company recorded the
net adjustment to paid in capital due to the substance and the related party
aspects of the transaction.

3.       FORGIVENESS AND SETTLEMENT OF LIABILITIES - RELATED PARTY

Effective December 30, 1999, the Company entered into an Agreement For The Sale
And Purchase of Assets of PSH to AllCare (See Note 2). Although effective
control of the assets of PSH were transferred to Allcare on December 30, 1999,
the Company continued to process certain PSH transactions on behalf of Allcare
during the first and second quarter of 2000 as Allcare was in the process of
securing medical provider numbers. The transactions aggregated $240,037. None
of these transactions were recorded in the Company's statement of operations
for the year ended December 31, 2000. The Company was not compensated for these
processing services subsequent


                                      50
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


to January 1, 2000. The Financing Source funded $352,954 for PSH's on going
obligations. The net value of transactions processed on behalf of Allcare for
the year ended December 31, 2000, combined with the funding received from the
Financing Source resulted in a liability by the Company to the Financing Source
of $112,917. The Financing Source forgave this liability, however no gain or
loss was recorded on the forgiveness of the liability. The Company recorded the
forgiveness to paid in capital due to the related party aspects of the
transactions.

In addition, Allcare was engaged by the Financing Source on December 30, 1999
as an agent to attempt to settle the trade debts of PSH. In the first and
second quarter of 2000, the Financing Source funded $750,000 to settle
$1,121,006 of PSH's trade debts. No gain or loss was recorded for the
settlement of the liability. The Company recorded $1,121,006 to paid in capital
due to the related party aspects of the transaction.

4.       DISCONTINUED OPERATIONS

In April 1996, due to continuing losses from the Company's medical diagnostic
services business and intense pressure from creditors, Manatee Medical
Laboratories, Inc. ("Manatee"), a wholly-owned subsidiary of the Company which
operated the medical diagnostic services business segment filed a voluntary
petition under Chapter 7 of the U.S. Bankruptcy Code. This resulted in the
closing of the Company's remaining medical diagnostic facilities and imaging
center.

The result of operations of discontinued operations for the year ended December
31, 1998 resulted in a gain from discontinued operations of $136,000. There
were no net assets/liabilities of discontinued operations at December 31, 1998.

5.       NOTES PAYABLE

a.       Note Payable

Note payable, at December 31, 2000 and 1999, consists of an unsecured
promissory note, due in monthly principal and interest installments, that bears
interest at 8.00% per annum. This note matured on February 3, 2000. The holder
of this note, as of the date of these financial statements, has not renewed
this note or sought collection of the outstanding principal and accrued
interest.

b.       Notes Payable - Related Party

At December 31, 2000 and 1999, notes payable-related party included amounts due
to the Financing Source, through which the Company has obtained financing
collateralized by the Company's accounts receivable and equipment. The
collateral


                                      51
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


also includes all the issued and outstanding common stock of Consolidated
Health Corporation Of Mississippi, Inc.

Certain financing agreements with the Financing Source provide that the Company
will periodically sell certain eligible accounts receivable to the Financing
Source. However, the terms of the agreements specify certain items of limited
recourse, including the ability to resell receivables which have aged beyond
150 days back to the Company. While the Company believes that legally a sale of
its receivables has occurred, due to the existence of the terms of limited
recourse, this transaction does not qualify for treatment as a sale for
accounting purposes and, accordingly, such activity has been recorded as notes
payable at December 31, 2000 and 1999.

The notes payable due to the Financing Source at December 31, 2000 and 1999
consisted of the following (in thousands):


<TABLE>
<CAPTION>
                                                                                                2000                1999
                                                                                               -------             -------

<S>                                                                                            <C>                 <C>
Notes payable, interest at 14%, maturing at various dates in June 2003,
collateralized by accounts receivable (subject to sale and subservicing
agreements)                                                                                    $70,982             $56,501

Unsecured note payable, interest at 12%, matures on July 31, 2001
                                                                                                    17                  43
                                                                                               -------             -------
                                                                                               $70,999             $56,544
                                                                                               =======             =======
</TABLE>

The Company has defaulted on the required payments due under the notes payable
of $70,982 and $56,501 collateralized by accounts receivable at December 31,
2000 and 1999, respectively.

6.       LONG-TERM DEBT - RELATED PARTY

Long-term debt - related party consists of an unsecured promissory note,
interest at 14%, due in monthly installments of principal and interest of
$13,232, and matures on September 1, 2003. Scheduled principal maturities for
each of the five years subsequent to December 31, 2000, and thereafter are
estimated as follows (in thousands): 2001 - $116; 2002 - $132; and 2003 - $113.


                                      52
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


7.       SHAREHOLDERS' EQUITY

a.       Preferred stock

At December 31, 2000 the Company had authorized, issued and outstanding one
series of preferred stock as follows:

Series G Preferred Stock, par value of $.001, conversion price is the market
value of the Company's Common Stock, with voting rights equivalent to the
Company's Common Stock. This series of Preferred Stock is convertible into
shares of the Company's Common Stock annually, with the annual conversion being
limited to twenty-five percent (25%) of the original shares issued to each
shareholder. On July 1, 2002, any remaining unconverted shares automatically
convert into the Company's Common Stock. This series of Preferred Stock pays
annual dividends of $0.15 in arrears, payable at the Company's discretion in
cash or the Company's Common Stock. At December 31, 2000 dividends in arrears
on this series of Preferred Stock aggregated approximately $150,000. At
December 31, 2000, 800,000 issued and outstanding shares of Series G Preferred
Stock remain unconverted.

b.       Registration rights

Pursuant to several separate agreements, the Company is obligated on a best
efforts basis to register shares of issued, but restricted, Common Stock,
Common Stock issued upon exercise of stock warrants, and Common Stock issued
upon conversion of Preferred Stock. Certain of the agreements provide the
holders of the common stock with piggyback registration rights, and certain of
the agreements provide for demand registration rights. In either case, the
Company is obligated to pay all of the expenses associated with such
registration statements.

c.       Stock issuances

The Company issued no shares of the Company's Common or Preferred Stock during
the year ended December 31, 2000.

d.       Stock options

The Company's 1992 Long-Term Incentive Stock Option Plan provides for granting
of options of not more than 1,000,000 shares of Common Stock. Options granted
under the plans are exercisable in one-third installments annually from the
date of grant and have a term of four to ten years.

The Company had also granted stock options which were classified as
non-qualified, and which are not included in the 1992 Employees' Incentive
Stock Option Plan. The remaining non-qualified stock options expired
unexercised during the year ended


                                      53
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


December 31, 2000 and as such there are no remaining unexercised non-qualified
stock options.

There were no options granted in 2000, 1999 and 1998; therefore no proforma
adjustments are required pursuant to SFAS 123.

A summary of the status of the Company's fixed stock options as of December 31,
2000, 1999 and 1998, and changes during the years ending on those dates is as
follows:


<TABLE>
<CAPTION>
                                                      2000                          1999                         1998
                                           ----------------------------  ----------------------------  ----------------------------
                                                       Weighted-Average              Weighted-Average              Weighted-Average
                                                           Exercise                      Exercise                      Exercise
                                            Shares          Price          Shares         Price          Shares         Price
                                           ---------   ----------------  ---------   ----------------  ---------   ----------------

<S>                                        <C>         <C>               <C>         <C>               <C>         <C>
Outstanding at beginning of the year         242,127        $ 2.60         807,368        $ 2.20         849,868        $ 2.49
Granted                                           --                            --                            --
Exercised                                         --                            --                            --
Expired                                      (78,500)       $ 1.94        (565,241)       $ 2.03         (42,500)       $ 8.00
                                           ---------                     ---------                     ---------
Outstanding at end of the year
                                             163,627        $ 2.92         242,127        $ 2.60         807,368        $ 2.20
                                           =========                     =========                     =========

Options exercisable at end of year           163,627                       242,127                       807,368
                                           =========                     =========                     =========

Weighted-average fair value of
options granted during the year            $      --                     $      --                     $      --
                                           =========                     =========                     =========
</TABLE>

The following information applies to options outstanding at December 31, 2000:


<TABLE>
<CAPTION>
                                Options Outstanding                            Options Exercisable
                      -------------------------------------------         -----------------------------
                                        Weighted -
                                         Average       Weighted -                            Weighted -
                                        Remaining       Average                                Average
   Range of                            Contractual      Exercise                              Exercise
Exercise Prices       Shares              Life           Price            Shares               Price
---------------       -------          -----------     ----------         -------            ----------

<S>                   <C>              <C>             <C>                <C>                <C>
    $ 1.000            25,000            1.66           $ 1.00             25,000              $ 1.00
    $ 2.625           121,932            2.14           $ 2.63            121,932              $ 2.63
    $ 4.000             7,375            1.66           $ 4.00              7,375              $ 4.00
    $11.000             9,320            1.61           $11.00              9,320              $11.00
                      -------                                             -------
                      163,627                                             163,627
                      =======                                             =======
</TABLE>


                                      54
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


e.       Basic and diluted net loss per common share

The following table reflects the computation of the basic and diluted net loss
per common share (in thousands except for per share data):


<TABLE>
<CAPTION>
                                                                   Years Ended December 31,
                                   ------------------------------------------------------------------------------------------
                                              2000                           1999                            1998
                                   --------------------------      -------------------------        -------------------------
                                                    Per-Share                      Per-Share                        Per-Share
                                    Amount           Amount         Amount           Amount          Amount           Amount
                                   --------         ---------      --------        ---------        --------        ---------

<S>                                <C>              <C>            <C>             <C>              <C>             <C>
Loss from continuing
  Operations                       $(14,706)         $(0.63)       $(13,424)         $(0.75)        $(12,521)         $(0.94)
Dividends on preferred
  Stock                                (120)          (0.01)           (120)          (0.01)            (176)          (0.01)
                                   --------          ------        --------          ------         --------           -----

Loss available to common
  shareholders'                     (14,826)          (0.64)        (13,544)          (0.76)         (12,697)          (0.95)
Gain from discontinued
  Operations                             --              --              --              --              136            0.01
Extraordinary items - gain               --              --              --              --            3,145            0.24
                                   --------          ------        --------          ------         --------          ------
Net loss                           $(14,826)         $(0.64)       $(13,544)         $(0.76)        $ (9,416)         $(0.70)
                                   ========          ======        ========          ======         ========          ======

Weighted average
  common shares
    outstanding                      23,146                          17,802                           13,310
                                   ========                        ========                         ========
</TABLE>

The Company has issued potential common share securities (see Notes 7a and 7d)
that could potentially dilute basic earnings per share in the future. These
potentially dilutive securities, as of December 31, 2000, are as follows:

         a)       stock options for 163,627 shares of the Company's Common
                  Stock,

         b)       the Company's Series G Preferred Stock that could convert,
                  based on the market value of the Company Common Stock on
                  December 31, 2000, into approximately 80,000,000 shares of
                  the Company's Common Stock,

         c)       dividends in arrears on the Company's Series G Preferred
                  Stock that could convert into approximately 9,428,571 shares
                  of the Company's Common Stock.

These securities were not included in the computations of net loss per common
share presented in the financial statements because they were anti-dilutive.


                                      55
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


At December 31, 2000, the Company does not have enough authorized shares of
Common Stock to either convert the Company's Series G Preferred Stock and/or
pay the dividends in arrears on the Company's Series G Preferred Stock.

8.       INCOME TAXES

Income tax expense differs from the amounts computed by applying the statutory
federal and state tax rates to income before income taxes. The difference is
reconciled as follows (in thousands):


<TABLE>
<CAPTION>
                                                                     Years Ended December 31,
                                                           -----------------------------------------------
                                                            2000                 1999                1998
                                                           -------             -------             -------

<S>                                                        <C>                 <C>                 <C>
Tax benefit computed at federal
and state statutory rates                                  $(5,588)            $(5,101)            $(3,511)

Financial statement losses that are not
deductible for income tax purposes                              17                  20                  26

Financial statement losses and tax credits with
no tax benefit as a result of net
operating loss carryforwards                                 5,571               5,081               3,485
                                                           -------             -------             -------
                                                           $    --             $    --             $    --
                                                           =======             =======             =======
</TABLE>

At December 31, 2000, the Company has a federal net operating loss carryforward
of approximately $103.3 million. In addition, the Company has various state net
operating loss carryforwards.

As a result of certain cumulative changes in the Company's stock ownership over
the years, the use of the Company's federal net operating loss carryforward may
be substantially limited. In 2005, certain portions of the federal net
operating loss carryforward begin to expire.

Differences between pre-tax income for financial reporting purposes and taxable
income for income tax purposes relate primarily to allowances for doubtful
accounts, accrued compensation, financial statement expenses recorded for
certain stock option transactions and net operating loss carryforwards.


                                      56
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


Deferred tax assets and liabilities at December 31, 2000, and 1999, arose from
the following items (in thousands):


<TABLE>
<CAPTION>
                                                          2000               1999
                                                         -------            -------

<S>                                                      <C>                <C>
Deferred tax assets:
Allowance for doubtful accounts receivable               $   997            $ 1,022
Accrued compensation                                         118                136
Outstanding stock options issued for services                228                228
Net operating loss carryforward                           39,246             33,632
                                                         -------            -------
                                                          40,589             35,018
Valuation allowance                                       40,589             35,018
                                                         -------            -------
Net deferred amount                                      $    --            $    --
                                                         =======            =======
</TABLE>


9.       RELATED PARTY TRANSACTIONS

The Financing Source is being categorized as a related party due to the
Financing Source's stock ownership in and its ability to exercise control over
the operations of the Company.

Healthcare Capital, LLC ("HCC"), formerly know as Intercontinental Investment
Associates, Ltd., is affiliated with the Financing Source via common individual
owners. At December 31, 2000, HCC is the Company's majority shareholder. HCC
owns directly and/or indirectly 47.6% or 11,028,717 of the 23,145,034 shares of
the issued and outstanding shares of the Company's $.002 par value Common Stock
as of March 31, 2002. The ownership percentage and the number of shares owned
do not take into account following:

         a)       the 800,000 shares of the Company's Series G Preferred Stock
                  owned by HCC that could convert, based on the market value of
                  the Company's Common Stock on May 22, 2002, into
                  approximately 11,428,571 shares of the Company's Common
                  Stock,

         b)       dividends in arrears of $150,000 on the Company's Series G
                  Preferred Stock as of December 31, 2000, which are
                  anticipated to be paid by the issuance of 9,428,571 shares of
                  the Company's Common Stock, or

         c)       shares of the Company's Common Stock held by HCC in street
                  name.

At December 31, 2000, the Company is indebted to the Financing Source in the
amount of $71.7 million.


                                      57
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


10.      EXTRAORDINARY ITEMS

On July 23, 1998, the pending lawsuit against the Company and Manatee Medical
Laboratories, Inc. by Eduardo R. Latour, as Trustee for Physicians Reference
Lab Short Term Trust filed in the Circuit Court for Pinellas County, Florida
(Case No. 96-00683-CI-15) was settled. A stipulation of settlement was entered
into by the parties pursuant to which a voluntary dismissal with prejudice was
filed with the Clerk of the Court. Pursuant to the settlement $3.1 million of
long-term debt and $0.7 million of accrued interest was retired for $0.6
million in cash. The Company, due to the settlement of this lawsuit, recognized
a gain on settlement of indebtedness of $3.2 million during the year ended
December 31, 1998.

This item has been accounted for as an extraordinary item in accordance with
Accounting Principals Board Opinion No. 30, which provides for the reporting of
such material, non-recurring events separately from the continuing operations.

11.      RETIREMENT PLAN

The Company has a Combined Profit Sharing/Money Purchase Plan with a Cash or
Deferred Arrangement Option (the "Plan") to which both the Company and eligible
employees contribute. The Plan segregates the Company's employees into two
distinct participant groups (a) non-union participants and (b) union
participants.

The Company, pursuant to a union contract at the Company's hospital,
contributes up to $550 per Plan year for eligible union participants. Company
contributions are discretionary per Plan year for eligible non-union
participants.

Employees are eligible to participate in the Plan based on the number of hours
worked in the Plan year and the attainment of a certain age. Company and
employee contributions vest 100% in the first year.

Company contributions to the Plan for the years ended December 31, 2000, 1999
and 1998 aggregated approximately (in thousands) $43, 52 and 60, respectively.

12.      COMMITMENTS AND CONTINGENCIES

a.       Leases

The Company leases its operating and other facilities, as well as certain
equipment, under noncancelable leases with initial lease terms of one to ten
years; also, the Company leases one of its facilities and certain equipment
from the Financing Source with initial lease terms of twenty years. Certain of
the facilities leases provide for


                                      58
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


optional renewal periods. Scheduled future minimum commitments under operating
leases with remaining terms subsequent to December 31, 2000 are as follows (in
thousands):


<TABLE>
<CAPTION>
                                               Related-
Years Ending                 All                Party
December 31,               Leases               Leases
------------               -------             --------
<S>                        <C>                 <C>
   2001                    $ 1,353             $ 1,145
   2002                      1,192               1,145
   2003                      1,149               1,146
   2004                      1,146               1,146
   2005                      1,146               1,146
 Thereafter                 11,742              11,742
                           -------             -------
                           $17,728             $17,470
                           =======             =======
</TABLE>

Scheduled future minimum commitments under capital lease obligations with
remaining terms subsequent to December 31, 2000 are as follows (in thousands):


<TABLE>
<CAPTION>
                                                     Related-
Years Ending                      All                 Party
December 31,                     Leases               Leases
------------                     -------             --------
<S>                              <C>                 <C>
   2001                          $ 156                $  66
   2002                             20                   17
   2003                             --                   --
   2004                             --                   --
   2005                             --                   --
Thereafter                          --                   --
                                 -----               ------
                                   176                   83

Less amounts
  Representing interest            (20)                  (5)
                                 -----               ------

Present value of remaining
  minimum capital lease
  payments                         156                   78

Less:
  Scheduled current portion       (112)                 (62)
  Non-current obligations
    Reclassified to current         --                   --
                                 -----               ------

Long-term obligations
  under capital leases              44                   16
                                 =====               ======
</TABLE>


                                      59
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


Rent expense was approximately (in thousands) $1,619, $1,584, and $1,643, for
the years ended December 31, 2000, 1999 and 1998, respectively.

b.       Contracts

The Company has entered into contracts with various individuals and entities to
provide patient and other services for the Company. Scheduled future minimum
commitments under these contracts with remaining terms subsequent to December
31, 2000 are as follows (in thousands):


<TABLE>
<CAPTION>
Years Ending
December 31,
------------
<S>                            <C>
  2001                         $  545
  2002                            135
  2003                             67
  2004                             --
  2005                             --
Thereafter                         --
                               ------
                                  747
                               ======
</TABLE>

c.       Government regulation

The Company's operations are subject to extensive government regulation.
Industry compliance with such regulations is under constant scrutiny by
regulatory authorities and legislative bodies and regulations are subject to
change at any time. Certain proposed changes in regulations, if enacted, could
have an adverse effect on the Company's operations and such effects could be
material.

Federal and certain state regulations restrict the nature and types of
financial relationships that medical service providers receiving reimbursement
under the Medicare and Medicaid program may have with referring physicians (the
self-referral regulations). A financial relationship is defined by the federal
regulations as an ownership or investment interest through equity or debt or
certain compensation arrangements. The Company believes that there may have
been violations of certain applicable statutes and regulations with respect to
the operation of certain of its clinical laboratories in Florida.

The Omnibus Budget Reconciliation Act of 1989, often referred to as the "Stark
Act", included restrictions on physician financial relationships with
laboratories to which they refer patients but provided an exemption for
publicly traded entities that have total assets in excess of $100 million. The
Omnibus Budget Reconciliation Act of 1993 ("OBRA


                                      60
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


1993") expanded these restrictions to apply beyond physician financial
relationships with laboratories to physician relationships with entities that
provide "Designated Health Services" (including clinical laboratory services,
radiology and other diagnostic services). However, the Act deleted the previous
exemption and substituted a requirement that the entity have $75 million in
stockholders' equity at the end of its most recent fiscal year or on average
during its prior three fiscal years. The OBRA 1993 amendments became effective
on January 1, 1995.

For the period prior to January 1, 1995, should it be determined that the
Company did not comply with the federal regulations the Company may be
subjected to refunding a portion of Medicare and Medicaid revenues collected,
in addition to paying substantial penalties. As of January 1, 1995, the Company
did not meet the OBRA 1993 amendments to the Stark Act requiring $75 million in
stockholders' equity. Physician/shareholder referrals since January 1, 1995
could cause penalties to be imposed of up to $15,000 for each item or service
claimed, plus twice the amount billed. The Company believes, however, that due
to the filing of the Chapter 7 bankruptcy petition for Manatee, the likelihood
of such enforcement actions occurring is remote.

In April 1992, the Florida Legislature enacted the Patient Self-Referral Act of
1992 (the "Florida Act") which prohibits referrals for certain designated
health services (including clinical laboratory testing and diagnostic imaging)
by a physician to a facility in which such physician has an investment. The
effective date of this prohibition was October 1, 1994 for investment interests
acquired prior to May 1, 1992; otherwise, the effective date of the Florida Act
was July 1, 1992. The Company's financial relationships with referring
physicians in respect of its clinical laboratories in Florida since October 1,
1994 and its imaging center in Fort. Lauderdale, Florida since July 1993 did
not comply with the Act and may require the Company to refund substantial
revenues. The Company believes, however, that due to the filing of the Chapter
7 bankruptcy petition for Manatee, the likelihood of such enforcement actions
occurring is remote.

In October 1993, the California legislature enacted legislation relating to
health care referrals which has a public company exception similar in scope to
the Stark Act as it existed prior to the OBRA 1993 amendments. The major
difference with the California self-referral legislation, effective January 1,
1995, is that it applies to both clinical laboratory and diagnostic imaging
services subsequent to January 1, 1995. The Company could be assessed
substantial fines and penalties. The Company believes, however, that due to the
filing of the Chapter 7 bankruptcy petition for Manatee, the likelihood of such
enforcement actions occurring is remote. Legislatures in other states are
considering or have considered similar legislation which, if enacted, may have
an adverse impact on the Company to the extent that the Company acquires
facilities in those states.


                                      61
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


The Company's inability to meet the OBRA 1993 amendment to the Stark Act
requiring $75 million in stockholders' equity, and provisions of the Florida
Act and the California self-referral legislation, could result in the
imposition of penalties and the return of revenues collected for certain
services provided, which may aggregate up to approximately $50.0 million. The
Company believes, however, that due to the filing of the Chapter 7 bankruptcy
petition for Manatee, the likelihood of such enforcement actions occurring is
remote.

As of April 1996, the Company no longer operates clinical laboratories and
imaging centers, thereby eliminating additional potential fines, penalties and
refunds that could be imposed under the Stark Act (as amended) and the State
Acts.

d.       Legal proceedings

In July 1998, an action was commenced against the Company in the Superior Court
of California, County of Contra Costa, under the title North Bay MRI Associates
v. Rx Medical Services Corp. (Case No. C 98-02610). The complaint stated many
issues though the primary issue was that Rx Medical Services Corp. guaranteed
the performance of a lease agreement entered into by a partnership of which a
subsidiary of Manatee was a general partner. This subsidiary was included in
the voluntary bankruptcy petition of Manatee filed on April 4, 1996. The
Company chose not to defend against this action and on October 20, 1998 a
judgment by default was entered against the Company in the amount of
$1,432,900. The Company has established a liability account, which is included
in accounts payable, for the full amount of the judgment. In February 2002, the
Company settled this action with the plaintiffs for $80,000 in cash and the
transference from the Company's Chief Executive Officer of 210,000 shares of
the Company's common stock. The Company will recognize a gain on the settlement
of this action, in the second quarter of 2002, of approximately $1.4 million.

In November 1998, an action was commenced against Biologic Health Care ("BHC"),
which the Company's wholly owned subsidiary RxMIC was a 25% general partner, in
the Superior Court of California, County of Santa Clara, under the title of
Centeon LLC v. Biologic Health (Case No. CV775830). The complaint stated that
BHC owed Centeon LLC for biological and other medical products purchased but
not paid for. The partnership was subsequently dissolved and Centeon LLC on
January 8, 1999, entered and was granted a default judgment against RxMIC, who
was the 25% general partner in BHC, and Biologic Health Resources, who was the
75% general partner in BHC, in the amount of $437,343. This default judgment as
of May 22, 2000, had increased to $472,245. The Company has not established a
liability account for this judgment as the only asset of RxMIC was the
investment in the BHC partnership, which was written off in a previous year,
and the Company did not guarantee the performance of BHC or


                                      62
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


RxMIC. Therefore, Centeon LLC, in the Company's opinion, has no viable way to
collect on the default judgment granted to them.

In addition to the foregoing, the Company is involved in routine litigation
arising in the ordinary course of its business which the Company believes would
not have a material adverse effect on its financial position.

e.       Union Contract

The Company's hospital has entered into an agreement with the United Mine
Workers of America and its District 28 and its Local Union 7528 (the "Union")
whereby the Union acts as the sole and exclusive bargaining representative in
respect to wages, hours, other working conditions for all employees affiliated
with the Union. This agreement can be renegotiated annually, by either party
giving the other party written notice of its desire to modify or terminate the
agreement, 90 days before the agreements' anniversary date of September 20.

13.      SEGMENT INFORMATION

The Company operates in two business segments: the operation of hospitals and
medical clinics, and the distribution of biological products. The following
presents information on the two business segments (in thousands):


<TABLE>
<CAPTION>
                                                       Hospitals
                                                          and
                                     Years ended        Medical        Biological
                                     December 31        Clinics         Products       Corporate          Total
                                     -----------       ---------       ----------      ---------         -------

<S>                                  <C>               <C>             <C>             <C>               <C>
Revenues                                2000            $ 9,157         $   --          $    --          $ 9,157
                                        1999            $12,077         $  732          $    --          $12,809
                                        1998            $15,486         $1,012          $    --          $16,498
                                        ----            -------         ------          -------          -------
Operating profit (loss)                 2000            $(3,141)        $ (165)         $  (722)         $(4,028)
                                        1999            $(3,614)        $   52          $  (915)         $(4,477)
                                        1998            $(2,856)        $  163          $(1,221)         $(3,914)
                                        ----            -------         ------          -------          -------
Capital expenditures
 (including capital
  leases)                               2000            $    60         $   --          $     2          $    62
                                        1999            $    40         $   --          $     8          $    48
                                        1998            $   316         $   --          $    --          $   316
                                        ----            -------         ------          -------          -------
Depreciation and
  amortization expense                  2000            $   142         $    4          $     5          $   151
                                        1999            $   230         $    5          $    11          $   246
                                        1998            $   213         $    4          $    26          $   243
                                        ----            -------         ------          -------          -------
Identifiable assets at
  year end                              2000            $ 2,689         $    4          $    82          $ 2,775
                                        1999            $ 3,327         $  126          $    38          $ 3,491
                                        1998            $ 5,286         $   16          $    38          $ 5,340
                                        ----            -------         ------          -------          -------
</TABLE>


                                      63
<PAGE>


                           RX MEDICAL SERVICES CORP.
                   Notes to Consolidated Financial Statements


14.      FOURTH QUARTER ADJUSTMENTS (UNAUDITED)

The Company recorded significant fourth quarter adjustments which effected the
net losses for the following years. Following is a summary of such adjustments
(in thousands):


<TABLE>
<CAPTION>
                                                      2000             1999              1998
                                                      ----            ------            ------

<S>                                                   <C>             <C>               <C>
Bad debts - related party                             $535            $   --            $   --
Provision for doubtful accounts receivable             255                --                --
Provision for legal judgment                            --                --             1,130
                                                      ----            ------            ------
                                                      $790            $   --            $1,130
                                                      ====            ======            ======
</TABLE>


15.      SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The quarterly results for the years 2000, 1999 and 1998 are set forth in the
following table (in thousands except for per share data):


<TABLE>
<CAPTION>
                                                                                             Diluted Net
                                                        Loss From             Net              Loss Per
                                     Operating         Continuing           Income              Common
                     Revenues          Loss            Operations           (Loss)              Share
                     -------         --------          ----------          --------          -----------

<S>                  <C>             <C>               <C>                 <C>               <C>
  2000
1st Quarter          $ 2,320          $  (818)          $ (3,240)          $ (3,240)          $  (0.14)
2nd Quarter            2,403             (750)            (3,299)            (3,299)             (0.14)
3rd Quarter            2,311             (757)            (3,569)            (3,569)             (0.16)
4th Quarter            2,123           (1,703)            (4,598)            (4,598)             (0.20)
                     -------          -------           --------           --------           --------
   Total             $ 9,157          $(4,028)          $(14,706)          $(14,706)          $  (0.64)
                     =======          =======           ========           ========           ========

  1999
1st Quarter          $ 3,332          $  (967)          $ (3,118)          $ (3,118)          $  (0.18)
2nd Quarter            3,038           (1,316)            (3,374)            (3,374)             (0.19)
3rd Quarter            2,918           (1,335)            (3,734)            (3,734)             (0.20)
4th Quarter            3,521             (859)            (3,198)            (3,198)             (0.19)
   Total             $12,809          $(4,477)          $(13,424)          $(13,424)             (0.76)

  1998
1st Quarter          $ 4,667          $  (236)          $ (1,768)          $ (1,725)          $  (0.19)
2nd Quarter            4,257           (1,031)            (2,937)            (2,906)             (0.31)
3rd Quarter            4,200           (1,038)            (3,187)                39              (0.00)
4th Quarter            3,374           (1,609)            (4,629)            (4,648)             (0.20)
                     -------          -------           --------           --------           --------
   Total             $16,498          $(3,914)          $(12,521)          $ (9,240)             (0.70)
                     =======          =======           ========           ========           ========
</TABLE>


                                      64
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                    RX MEDICAL SERVICES CORP.

                                    By:  /s/ Michael L. Goldberg
                                       ----------------------------------------
                                       Michael L. Goldberg
                                       Chief Executive Officer


                                    Dated:  June 21, 2002


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.


<TABLE>
<CAPTION>
<S>                                   <C>                                 <C>
/s/ Michael L. Goldberg               Director, Chairman and
------------------------------        Chief Executive Officer             Dated: June 21, 2002
Michael L. Goldberg

/s/ Phillip E. Pearce                 Director                            Dated: June 21, 2002
------------------------------
Phillip E. Pearce


/s/ Michael J. Pickering, M.D.        Director                            Dated: June 21, 2002
------------------------------
Michael J. Pickering, M. D.


/s/ Dennis A. Dolnick                 Chief Financial Officer             Dated: June 21, 2002
------------------------------
Dennis A. Dolnick
</TABLE>


                                      65