FORM 10-K
                                      SECURITIES AND EXCHANGE COMMISSION
                                            WASHINGTON, D.C. 20549
(Mark One)
( X )    ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
         ACT OF 1934
         For the fiscal year ended September 30, 1999

(  )     TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
              EXCHANGE ACT OF 1934
         For the transition period from _________________ to _________________

Commission File Number:  0-13265

                       UCI MEDICAL AFFILIATES, INC.
         (Name of Small Business Issuer in its charter)
Delaware                                                       59-2225346
(State or other jurisdiction of incorporation or organization) (IRS Employer
                                                              Identification
                                                                   Number)

1901 Main Street, Suite 1200, Mail Code 1105, Columbia, SC 29201
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code            (803) 252-3661
                                                            ----------------
Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  Common Stock, $.05
                                                             par value
                                                            ----------------

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  twelve months (or for such shorter period that the registrant was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for the past 90 days. Yes X No

Indicate by check mark if the 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  the  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  voting  stock  held by  nonaffiliates  of the
registrant on December 15, 1999, was approximately $1,762,000.*

The number of shares  outstanding of the registrant's  common stock,  $.05 par
value, was 9,650,515 at December 15, 1999.


                   Documents Incorporated by Reference

Portions of the Registrant's  Proxy Statement to be furnished in connection with
its 2000 Annual Meeting of Stockholders  are incorporated by reference into Part
III of this Form 10-K.


* Calculated by excluding all shares held by officers, directors and controlling
shareholder of registrant without conceding that all such persons are Affiliates
of registrant for purposes of the federal securities laws.


<PAGE>


UCI MEDICAL AFFILIATES, INC.

INDEX TO FORM 10-K
<TABLE>
<S>     <C>                                                                                      <C>
         PART I                                                                                   PAGE


Item 1.  Business.............................................................................................3

Item 2.  Properties..........................................................................................11

Item 3.  Legal Proceedings...................................................................................11

Item 4.  Submission of Matters to a Vote of Security Holders.................................................11


         PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters...............................12

Item 6.  Selected Financial Data.............................................................................13

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations...............13

Item 7A. Quantitative and Qualitative Disclosures About Market Risk..........................................23

Item 8.  Financial Statements and Supplementary Data.........................................................23

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure................23


         PART III

Item 10. Directors and Executive Officers of the Registrant..................................................24

Item 11. Executive Compensation..............................................................................24

Item 12. Security Ownership of Certain Beneficial Owners and Management......................................24

Item 13. Certain Relationships and Related Transactions......................................................24

         PART IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K..................................25
</TABLE>



<PAGE>



                                                    PART I


Item 1.  Business

General

UCI Medical Affiliates,  Inc. ("UCI") is a Delaware corporation  incorporated on
August 25, 1982.  Operating through its wholly-owned  subsidiaries,  UCI Medical
Affiliates of South  Carolina,  Inc.  ("UCI-SC")  and UCI Medical  Affiliates of
Georgia, Inc. ("UCI-GA"),  UCI provides nonmedical management and administrative
services  for a network  of 40  freestanding  medical  centers  (the  "Centers")
located  throughout  South  Carolina,  Georgia and  Tennessee  (28  operating as
Doctor's  Care in South  Carolina,  five as  Doctor's  Care in  Georgia,  two as
Doctor's Care in Tennessee, and five as Progressive Physical Therapy Services in
South Carolina).

Organizational Structure

Federal law and the laws of South  Carolina  generally  specify who may practice
medicine and limit the scope of relationships  between medical practitioners and
other  parties.  Under such laws,  UCI,  UCI-SC and UCI-GA are  prohibited  from
practicing  medicine  or  exercising  control  over  the  provision  of  medical
services. In order to comply with such laws, all medical services at the Centers
are provided by or under the supervision of Doctor's Care,  P.A.,  Doctor's Care
of Georgia, P.C. or Doctor's Care of Tennessee, P.C. (collectively the "P.A.'s,"
and together  with UCI,  UCI-SC and UCI-GA,  the  "Company"),  each of which has
contracted with UCI-SC or UCI-GA, as applicable,  to be the sole provider of all
non-medical direction and supervision of the Centers operating in its respective
state of organization. Each P.A. is organized so that all physician services are
offered by the physicians who are employed by the P.A.  Neither UCI,  UCI-SC nor
UCI-GA employ practicing  physicians as practitioners,  exert control over their
decisions  regarding  medical  care or  represent  to the public  that it offers
medical services.

UCI-SC and UCI-GA have entered into Administrative  Services Agreements with the
P.A.'s pursuant to which UCI-SC and UCI-GA perform all non-medical management of
the P.A.'s and have exclusive  authority over all aspects of the business of the
P.A.'s (other than those  directly  related to the provision of patient  medical
services or as otherwise  prohibited by state law). The  non-medical  management
provided by UCI-SC and UCI-GA  includes,  among other  functions,  treasury  and
capital planning, financial reporting and accounting, pricing decisions, patient
acceptance policies,  setting office hours,  contracting with third party payors
and all administrative services.  UCI-SC and UCI-GA provide all of the resources
(systems,  procedures, and staffing) to bill third party payors or patients, and
provide  all of the  resources  (systems,  procedures,  and  staffing)  for cash
collection  and  management of accounts  receivables,  including  custody of the
lockbox where cash receipts are deposited.  From the cash  receipts,  UCI-SC and
UCI-GA pay all physician salaries,  operating costs of the centers and operating
costs of UCI-SC and UCI-GA.  Compensation  guidelines  for the licensed  medical
professionals at the P.A.'s are set by UCI-SC and UCI-GA,  and UCI-SC and UCI-GA
establish guidelines for establishing, selecting, hiring and firing the licensed
medical   professionals.   UCI-SC  and  UCI-GA   also   negotiate   and  execute
substantially  all of the provider  contracts with third party payors,  with the
P.A.'s  executing  certain of the  contracts  at the  request  of a minority  of
payors.  Neither UCI-SC nor UCI-GA loans or otherwise advances funds to any P.A.
for any purposes.

The P.A.  and  UCI-SC  share a  common  management  team,  and the  Georgia  and
Tennessee  P.C.'s and UCI-GA share a common  management  team. In each case, the
same  individuals  serve as President,  Medical  Director and as Chief Financial
Officer of each entity. The sole shareholder and President of the South Carolina
P.A. is M.F. McFarland,  III, M.D., the President and Chief Executive Officer of
UCI, UCI-SC and UCI-GA. The sole shareholder of the Georgia and Tennessee P.C.'s
is D. Michael Stout,  M.D., the Executive Vice President of Medical  Affairs for
UCI, UCI-SC and UCI-GA.

UCI-SC and UCI-GA  believe that the  services  they provide to the P.A.'s do not
constitute the practice of medicine under applicable laws. Nevertheless, because
of the uniqueness of the structure of the  relationships  described above,  many
aspects of the Company's business  operations have not been the subject of state
or federal regulatory interpretation and there can be no assurance that a review
of the  Company's  business  by the courts or  regulatory  authorities  will not
result in a  determination  that could  adversely  affect the  operations of the
Company or that the health care regulatory  environment will not change so as to
restrict the Company's existing operations or future expansion.

The Centers

The Centers are staffed by licensed  physicians,  other healthcare providers and
administrative  support  staff.  The medical  support  staff  includes  licensed
nurses,   certified  medical  assistants,   laboratory   technicians  and  x-ray
technicians.

The Centers  typically are open for extended  hours  (weekends and evenings) and
out-patient  care  only.  When  hospitalization  or  specialty  care is  needed,
referrals to appropriate specialists are made.

The  Company's  Centers are broadly  distributed  throughout  the state of South
Carolina,  Georgia and Tennessee.  There are sixteen primary care Centers in the
Columbia region  (including four of the physical therapy  offices),  five in the
Charleston  region,  four in the Myrtle Beach  region,  one in the Aiken region,
seven in the Greenville-Spartanburg region (including the other physical therapy
office), five in Georgia and two in Tennessee.

The  Company  may  consider  further  introduction  of its  medical  model  into
neighboring  states as management  believes that the same conditions that led to
the Company's growth to date exist in other states. Although management believes
that expansion into  neighboring  states is possible,  there can be no assurance
that expansion into other states would be successful.

Medical Services Provided at the Centers

The Company's Centers offer out-patient medical care, without  appointment,  for
treatment of acute and episodic  medical  problems.  The Centers provide a broad
range of medical  services  which would  generally be  classified  as within the
scope of family practice and  occupational  medicine.  The medical  services are
provided by licensed  physicians,  nurses and auxiliary support  personnel.  The
services provided at the Centers include, but are not limited to, the following:

      Routine  care of general  medical  problems,  including  colds,  flu,  ear
     infections,  hypertension, asthma, pneumonia and other conditions typically
     treated by primary care providers;

     Treatment of injuries,  such as simple  fractures,  dislocations,  sprains,
bruises and cuts;

     Minor surgery,  including  suturing of lacerations and removal of cysts and
foreign bodies;

     Diagnostic  tests,  such  as  x-rays,  electrocardiograms,  complete  blood
counts, urinalysis and various cultures; and

      Occupational  and  industrial  medical  services,  including drug testing,
     workers' compensation and physical examinations.

At any of the Centers,  a patient  with a  life-threatening  condition  would be
evaluated by the  physician,  stabilized  and  immediately  referred to a nearby
hospital.



<PAGE>


Patient Charges and Payments

The fees charged to a patient are  determined by the nature of medical  services
rendered. Management of the Company believes that the charges at its Centers are
significantly  lower than the charges of hospital emergency  departments and are
generally  competitive  with the charges of local physicians and other providers
in the area.

The Company's Centers accept payment from a wide range of sources. These include
patient  payments at time of service (by cash,  check or credit  card),  patient
billing and assignment of insurance benefits  (including Blue Cross Blue Shield,
Workers'  Compensation  and other  private  insurance).  Managed  care  billings
represent  the most  significant  source of revenues.  The Company also provides
services  for  members of the three  largest  health  maintenance  organizations
("HMOs")  operating  in  South  Carolina  -  Companion  HealthCare  Corporation,
HealthSource South Carolina, Inc., and Physician's Health Plan.

The  following  table breaks out the Company's  approximate  revenue and patient
visits by revenue source for fiscal year 1999:


                                          Percent of                Percent of
            Payor                       Patient Visits                Revenue
-------------------------------       -------------------        --------------



Patient Pay                                  18%                        18%

Employer Paid                                15%                         9%

HMO                                          11%                        9%

Workers Compensation                          8%                        16%

Medicare/Medicaid                             7%                        6%

Managed Care Insurance                       34%                        31%

Other (Commercial Indemnity,
Champus, etc.)                                7%                        11%

In accordance  with the  Administrative  Services  Agreements  described  above,
UCI-SC and  UCI-GA,  as the agents for the  P.A.'s,  process  all  billings  and
capitation  payments for the P.A.'s.  When the billings and capitation  payments
for the P.A.'s are received,  they are deposited in accounts  owned by each P.A.
and are  automatically  transferred  to  lockbox  accounts  owned by UCI-SC  and
UCI-GA.  In no event are the  physicians  entitled to receive such  billings and
capitation payments.  The patient mix in no way affects the Company's management
service fees per the Administrative Services Agreements.

Capitated Reimbursement Arrangements

Medical services  traditionally  have been provided on a  fee-for-service  basis
with insurance companies assuming  responsibility for paying all or a portion of
such fees. The increase in medical costs under traditional indemnity health care
plans has been caused by a number of factors.  These  factors  include:  (i) the
lack  of   incentives   on  the  part  of  health  care   providers  to  deliver
cost-effective  medical care;  (ii) the absence of controls over the utilization
of costly  specialty care  physicians  and hospitals;  (iii) a growing and aging
population  which  requires  increased  health care  expenditures;  and (iv) the
expense involved with the introduction and use of advanced  pharmaceuticals  and
medical technology.

As  a  result  of  escalating  health  care  costs,   employers,   insurers  and
governmental entities all have sought cost-effective  approaches to the delivery
of and payment for quality health care  services.  HMOs and other managed health
care  organizations  have emerged as integral  components  in this effort.  HMOs
enroll members by entering into contracts with employer  groups or directly with
individuals  to provide a broad range of health care  services  for a capitation
payment or a discounted fee-for-service schedule, with minimal or no deductibles
or co-payments required of the members. HMOs, in turn, contract with health care
providers  like the Company to  administer  medical care to HMO  members.  These
contracts   provide  for   payment  to  the  Company  on  either  a   discounted
fee-for-service  basis or  through  capitation  payments  based on the number of
members  covered,  regardless  of the amount of necessary  medical care required
within the covered benefit period.

The  Company  negotiates  contracts  with  one  significant  HMO for the  P.A.s'
physicians to provide health care on a capitated reimbursement basis. Under this
contract,  which typically is automatically renewed on an annual basis, the P.A.
physicians provide virtually all covered primary care services in exchange for a
fixed monthly capitation payment from the HMO for each member who chooses a P.A.
physician  as his or her primary care  physician.  Note that the Company is only
capitated  for and  obligated  to provide  the  primary  care  services  for the
patient. The Company is not at risk for specialty care or hospital services. The
capitation  amount is fixed  depending upon the age and sex of the HMO enrollee.
Contracts with capitated  HMOs accounted for  approximately  3% of the Company's
net revenues in fiscal year 1999.

To the extent that enrollees  require more care than is  anticipated,  aggregate
capitation  payments may be insufficient to cover the costs  associated with the
treatment  of  enrollees.  Neither of the  contracts  currently  in place at the
Company  has  been  determined  to be  insufficient  to cover  related  costs of
treatment.  Higher  capitation rates are typically  received for senior patients
because their medical needs are generally  greater and  consequently the cost of
covered care is higher.

Certain  third party  payors are  studying  various  alternatives  for  reducing
medical costs, some of which, if implemented,  could affect reimbursement levels
to the Company.  Management of the Company  cannot  predict  whether  changes in
present  reimbursement methods or proposed future modifications in reimbursement
methods will affect  payments  for services  provided by the Centers and, if so,
whether they will have an adverse impact upon the business of the Company.

Competition and Marketing

All of the Company's Centers face competition, in varying degrees, from hospital
emergency  rooms,  private  doctor's  offices and other  competing  freestanding
medical  centers.  Some of these  providers have financial  resources  which are
greater than those of the Company.  In addition,  traditional sources of medical
services, such as hospital emergency rooms and private physicians,  have had, in
the past, a higher degree of recognition and acceptance by patients than Centers
such as those  operated by the Company.  The  Company's  Centers  compete on the
basis of  accessibility,  including  evening and weekend hours, a no-appointment
policy,  the  attractiveness  of  the  Company's  state-wide  network  to  large
employers and third party payors,  and on a basis of a competitive fee schedule.
In an effort to offset the competition's community recognition,  the Company has
substantially    increased   its   marketing    efforts.    Regional   marketing
representatives have been added, focused promotional material has been developed
and a newsletter  for  employers  promoting the  Company's  activities  has been
initiated.

Government Regulation

As  participants  in the health care  industry,  the  Company's  operations  and
relationships are subject to extensive and increasing  regulation by a number of
governmental entities at the federal, state and local levels.

Limitations on the Corporate Practice of Medicine

Federal law and the laws of many states,  including Georgia,  South Carolina and
Tennessee,  generally  specify who may practice  medicine and limit the scope of
relationships between medical practitioners and other parties.  Under such laws,
business  corporations  such as UCI,  UCI-SC  and  UCI-GA  are  prohibited  from
practicing  medicine  or  exercising  control  over  the  provision  of  medical
services.  In order to comply with such laws,  all  medical  services at the UCI
Centers  are  provided  by or under  the  supervision  of the PA's  pursuant  to
contracts with the Company's wholly-owned  subsidiaries.  The PA's are organized
so that all physician services are offered by the physicians who are employed by
the PA's.  None of UCI,  UCI-SC  or  UCI-GA  employs  practicing  physicians  as
practitioners,  exerts control over any physician's  decisions regarding medical
care or represents to the public that it offers medical services.

As described above, UCI-SC has entered into an Administrative Services Agreement
with Doctor's  Care,  P.A. and UCI-GA has entered into a similar  Administrative
Services  Agreements  with each of the PA's  operating in Georgia and  Tennessee
pursuant to which  UCI-SC and UCI-GA,  as  applicable,  perform all  non-medical
management of the applicable PA's and have exclusive  authority over all aspects
of the business of the PA's (other than those directly  related to the provision
of patient medical services or as otherwise prohibited by state law).
(See Item 1. Business - Organizational Structure.)

Because of the unique  structure of the  relationships  existing between UCI-SC,
UCI-GA and the PA's, many aspects of UCI's business operations have not been the
subject of state or federal regulatory interpretation. There can be no assurance
that a review by the courts or regulatory  authorities of the business  formerly
or currently  conducted by the Company will not result in a  determination  that
could  adversely  affect the  operations  of the Company or that the  healthcare
regulatory environment will not change so as to restrict the existing operations
or proposed expansion of the Company's business.

Third Party Reimbursements

Approximately  six percent  (6%) of the  revenues of the Company is derived from
payments  made  by  government-sponsored   health  care  programs  (principally,
Medicare and Medicaid).  As a result,  any change in reimbursement  regulations,
policies,  practices,  interpretations  or statutes could  adversely  affect the
operations  of the Company.  There are also state and federal civil and criminal
statutes imposing substantial penalties,  including civil and criminal fines and
imprisonment,  on healthcare  providers  that  fraudulently  or wrongfully  bill
governmental or other third-party  payors for healthcare  services.  The Company
believes  it is in  material  compliance  with  such  laws,  but there can be no
assurance that the Company's activities will not be challenged or scrutinized by
governmental authorities.

Federal Anti-Kickback and Self-Referral Laws

Certain  provisions  of the Social  Security  Act,  commonly  referred to as the
"Anti-kickback Statute," prohibit the offer, payment, solicitation or receipt of
any form of  remuneration in return for the referral of Medicare or state health
program  patients  or  patient  care   opportunities,   or  in  return  for  the
recommendation,  arrangement, purchase, lease or order of items or services that
are covered by Medicare or state health programs.  Although the Company believes
that it is not in  violation  of the  Anti-kickback  Statute  or  similar  state
statutes,  its  operations  do not fit within any of the  existing  or  proposed
federal safe harbors.

The Office of the Inspector  General (the "OIG"),  the government office that is
charged with the  enforcement  of the federal  Anti-kickback  Statute,  recently
issued an advisory opinion  regarding a proposed  management  services  contract
that  involved  a cost plus a  percentage  of net  revenue  payment  arrangement
("Advisory Opinion 98-4").  Based on its analysis of the intent and scope of the
Anti-kickback  Statute,  the  OIG  determined  that it  could  not  approve  the
arrangement  because  the  structure  of the  management  agreement  raised  the
following  concerns under the  Anti-kickback  Statute:  (i) the agreement  might
include financial  incentives to increase patient referrals;  (ii) the agreement
did not  include  any  controls  to  prevent  over  utilization;  and  (iii) the
percentage  billing  arrangement may include financial  incentives that increase
the risk of abusive  billing  practices.  The OIG  opinion did not find that the
management  arrangement  violated  the  Anti-kickback  Statute,  rather that the
arrangement may involve prohibited  remuneration  absent sufficient  controls to
minimize  potential  fraud and abuse.  An OIG  advisory  opinion is only legally
binding on the Department of Health and Human  Services  (including the OIG) and
the  requesting  party and is limited to the specific  conduct of the requesting
party  because  additional  facts and  circumstances  could be  involved in each
particular  case.  Accordingly,  the Company believes that Advisory Opinion 98-4
does not  have  broad  application  to the  Company's  provision  of  nonmedical
management  and  administrative  services  for the  Centers.  The  Company  also
believes that the Company and the Centers have implemented  appropriate controls
to ensure  that the  arrangements  between  the  Company  and the Centers do not
result  in  abusive  billing  practices  or the over  utilization  of items  and
services paid for by Federal health programs.

The applicability of the Anti-kickback  Statute to many business transactions in
the health care industry,  including the Company's  service  agreements with the
Centers and the development of ancillary  services by the Company,  has not been
subject to any significant judicial and regulatory  interpretation.  The Company
believes  that although it receives  remuneration  for its  management  services
under its service agreements with the Centers,  the Company is not in a position
to make or influence referrals of patients or services reimbursed under Medicare
or state  health  programs to the  Centers.  In  addition,  the Company is not a
separate  provider of  Medicare or state  health  program  reimbursed  services.
Consequently,  the Company does not believe that the service and management fees
payable to it should be viewed as  remuneration  for  referring  or  influencing
referrals of patients or services  covered by such programs as prohibited by the
Anti-kickback Statute.

Significant  prohibitions  against physician  referrals were enacted by the U.S.
Congress in the Omnibus Budget  Reconciliation  Act of 1993.  Subject to certain
exemptions,  a physician or a member of his immediate  family is prohibited from
referring  Medicare or  Medicaid  patients  to an entity  providing  "designated
health services" in which the physician has an ownership or investment  interest
or with which the physician has entered into a compensation  arrangement.  While
the Company believes it is currently in compliance with such legislation, future
regulations  could  require the Company to modify the form of its  relationships
with physician groups.

State Anti-Kickback and Self-Referral Laws

Some  states  have also  enacted  similar  self-referral  laws,  and the Company
believes it is likely that more states will follow.  The Company  believes  that
its practices fit within exemptions contained in such laws. Nevertheless, in the
event the Company  expands its operations to certain  additional  jurisdictions,
structural and organizational  modifications of the Company's relationships with
physician groups might be required to comply with new or revised state statutes.
Such modifications could adversely affect the operations of the Company.

Through its wholly-owned  subsidiaries,  UCI-SC and UCI-GA, the Company provides
management  and  administrative  services to the UCI  Centers in Georgia,  South
Carolina and  Tennessee.  Georgia,  South  Carolina and  Tennessee  have adopted
anti-kickback  and  self-referral  laws that  regulate  financial  relationships
between  health care  providers and entities that provide  health care services.
The  following  is  a  summary  of  the  applicable  state   anti-kickback   and
self-referral laws.

Georgia

Georgia's  "Patient  Self-Referral  Act of 1993"  forbids a health care provider
from referring a patient for the provision of designated  health  services to an
entity in which the  provider  has an  investment  interest.  Designated  health
services are defined as clinical laboratory services, physical therapy services,
rehabilitation services,  diagnostic imaging services,  pharmaceutical services,
durable medical  equipment,  home infusion therapy services  (including  related
pharmaceuticals  and  equipment),  home health  care  services,  and  outpatient
surgical services. Under the Company's current operations,  the Company does not
believe it is an entity  providing  designated  health  services for purposes of
Georgia's  Patient  Self-Referral  Act.  Further,  the Company believes that the
Georgia  Patient  Self-Referral  Act does not prohibit  referrals for designated
health services by providers employed by the PA in Georgia,  including referrals
to  physical  therapy  centers,  because the health  care  providers  that refer
patients for designated  health services are not investors in the Centers except
the sole physician  shareholder of the PA in Georgia.  The Company believes that
referrals  by the  sole  physician  shareholder  of the PA are  not  within  the
definition of referrals and would not be prohibited under Georgia law.

Georgia's   Patient   Self-Referral  Act  also  prohibits  the  payment  of  any
consideration  which is intended  to  compensate  a person for a referral.  This
prohibition  applies to all  payors.  The  Company  believes  that all  payments
between the Company and the Centers are  reasonable  compensation  for  services
rendered and are not intended as compensation for referrals.

 South Carolina

South Carolina's  Provider  Self-Referral Act of 1993 generally  provides that a
health care provider may not refer a patient for the provision of any designated
health  service to an entity in which the health care provider is an investor or
has an investment interest. Under the Company's current operations,  the Company
does not  believe  it is an entity  providing  designated  health  services  for
purposes of the South Carolina Provider  Self-Referral  Act. The Centers provide
all health care services to patients  through  employees of the PA. There are no
provider  investors in the PA that refer  patients to the Centers for designated
health  care  services.  Accordingly,  under  South  Carolina  law,  the Company
believes  that the  provider  self-referral  prohibition  would not apply to the
Centers' or the Company's operations in South Carolina.

In  addition  to   self-referral   prohibitions,   South   Carolina's   Provider
Self-Referral Act of 1993 also prohibits the offer,  payment,  solicitation,  or
receipt of a kickback,  directly or indirectly,  overtly or covertly, in cash or
in kind,  for referring or soliciting  patients.  The Company  believes that its
payment  arrangements are reasonable  compensation for services  rendered and do
not constitute payments for referrals.

Tennessee

The Tennessee  physician  conflict of interest law provides that  physicians are
free to enter into lawful contractual  relationships,  including the acquisition
of ownership  interests in health  facilities.  The law further  recognizes that
these relationships can create potential conflicts of interests,  which shall be
addressed  by the  following:  (a) the  physician  has a duty to disclose to the
patient or  referring  colleagues  such  physician's  ownership  interest in the
facility or therapy at the time of referral  and prior to  utilization;  (b) the
physician  shall not  exploit the  patient in any way,  as by  inappropriate  or
unnecessary  utilization;  (c) the  physician's  activities  shall be in  strict
conformity  with the law; (d) the patient  shall have free choice  either to use
the  physician's  proprietary  facility or therapy or to seek the needed medical
services elsewhere;  and (e) when a physician's  commercial interest conflict so
greatly with the patient's  interest as to be incompatible,  the physician shall
make alternative arrangements for the care of the patient.

Because the Company is not a provider of health  services,  the Company believes
that  Tennessee's  conflict  of  interest/disclosure  law does not  apply to its
current operations.  Even if the Tennessee conflict of  interest/disclosure  law
were to apply,  the  Company's  internal  quality  assurance/utilization  review
programs will help identify any inappropriate utilization by a Center.

Tennessee also has a law regulating  healthcare  referrals.  The general rule is
that a physician who has an investment interest in a healthcare entity shall not
refer patients to the entity unless a statutory  exception  exists. A healthcare
entity is defined as an entity which provides healthcare  services.  The Company
believes that it does not fit within the  definition  of a  "healthcare  entity"
because  the  Company is not a provider  of  healthcare  services.  The  Centers
provide all health care services to patients through  employees of the PA. There
are no provider  investors in the PA that refer patients for  designated  health
care  services  except the sole  physician  shareholder  of the PA. The  Company
believes  that  referrals  by the  sole  shareholder  of the PA  come  within  a
statutory exception. Accordingly, under Tennessee law, the Company believes that
the provider  self-referral  prohibition  would not apply to the Centers' or the
Company's operations in Tennessee.

Tennessee's  anti-kickback  provision prohibits a physician from making payments
in exchange for the referral of a patient.  In addition,  under  Tennessee law a
physician  may not split or divide fees with any person for referring a patient.
The Tennessee  Attorney  General has issued  opinions that  determined  that the
fee-splitting  prohibition  applied to  management  services  arrangements.  The
Tennessee  fee-splitting   prohibition  contains  an  exception  for  reasonable
compensation  for goods or  services.  The  Company  believes  that its  payment
arrangements with the Centers are reasonable  compensation for services rendered
and do not constitute payments for referrals or a fee-splitting arrangement.

Antitrust Laws

Because  each of the PA's is a  separate  legal  entity,  each  may be  deemed a
competitor subject to a range of antitrust laws which prohibit  anti-competitive
conduct,  including  price  fixing,  concerted  refusals to deal and division of
market.  The Company  believes it is in  compliance  with such state and federal
laws  which  may  affect  its  development  of  integrated  healthcare  delivery
networks,  but there can be no assurance that a review of the Company's business
by courts or  regulatory  authorities  will not result in a  determination  that
could adversely affect the operations of the Company.

Healthcare Reform

As a result of the continued escalation of healthcare costs and the inability of
many individuals to obtain health insurance, numerous proposals have been or may
be  introduced  in the U.S.  Congress  and in  state  legislatures  relating  to
healthcare reform. There can be no assurance as to the ultimate content,  timing
or effect of any healthcare reform legislation,  nor is it possible at this time
to estimate the impact of potential  legislation,  which may be material, on the
Company.

Regulation of Risk Arrangements and Provider Networks

Federal  and  state  laws  regulate  insurance  companies,   health  maintenance
organizations and other managed care organizations.  Generally, these laws apply
to entities that accept financial risk. Certain of the risk arrangements entered
into by the  Company  could  possibly  be  characterized  by some  states as the
business of insurance.  The Company,  however,  believes that the  acceptance of
capitation  payments by a healthcare provider does not constitute the conduct of
the business of insurance.  Under Georgia law, pursuant to regulations issued by
the Georgia  Insurance  Commissioner in 1996, a provider  sponsored  health care
corporation  may obtain a certificate  of authority to  establish,  maintain and
operate  one or more  health  plans  to  provide  service  to  enrollees  if the
corporation  has an initial net worth of one million  dollars and meets  certain
filing and administrative requirements. The Company believes that the acceptance
of capitated  payments by the Centers under managed care  agreements with payors
does not  constitute  the  operation  of a health  plan that would  require  the
Company to obtain a certificate of authority under Georgia law. Many states also
regulate the  establishment  and operation of networks of healthcare  providers.
Generally,  these laws do not apply to the hiring and  contracting of physicians
by other  healthcare  providers.  South  Carolina,  Georgia and Tennessee do not
currently  regulate the  establishment  or  operation of networks of  healthcare
providers except where such entities provide utilization review services through
private review agents.  There can be no assurance that  regulators of the states
in which the Company may operate would not apply these laws to require licensure
of the  Company's  operations  as an insurer or  provider  network.  The Company
believes  that it is in  compliance  with  these  laws in the states in which it
currently   does   business,   but  there  can  be  no  assurance   that  future
interpretations  of these laws by the regulatory  authorities in Georgia,  South
Carolina,  Tennessee or the states in which the Company may expand in the future
will not require licensure of the Company's operations as an insurer or provider
network or a restructuring  of some or all of the Company's  operations.  In the
event the Company is required to become licensed under these laws, the licensure
process can be lengthy and time consuming and,  unless the regulatory  authority
permits  the  Company to  continue  to operate  while the  licensure  process is
progressing,  the Company  could  experience  a material  adverse  change in its
business  while the  licensure  process is  pending.  In  addition,  many of the
licensing requirements mandate strict financial and other requirements which the
Company may not immediately be able to meet. Further, once licensed, the Company
would be subject to  continuing  oversight by and  reporting  to the  respective
regulatory agency.

Employees

As of September  30,  1999,  the Company had 672  employees  (455 on a full-time
equivalent basis). This includes 121 medical providers employed by the P.A.'s.



<PAGE>


Advisory Note Regarding Forward-Looking Statements

Certain of the  statements  contained in this PART I, Item 1  (Business)  and in
PART II, Item 7 (Management's Discussion and Analysis of Financial Condition and
Results  of  Operations)  that  are not  historical  facts  are  forward-looking
statements  subject  to  the  safe  harbor  created  by the  Private  Securities
Litigation  Reform Act of 1995.  The  Company  cautions  readers of this  Annual
Report  on Form  10-K that such  forward-looking  statements  involve  known and
unknown  risks,  uncertainties  and other  factors  which  may cause the  actual
results,  performance or achievements of the Company to be materially  different
from those expressed or implied by such forward-looking statements. Although the
Company's  management believes that their expectations of future performance are
based on reasonable  assumptions  within the bounds of their  knowledge of their
business and operations,  there can be no assurance that actual results will not
differ  materially  from their  expectations.  Factors  which could cause actual
results to differ from expectations include,  among other things, the difficulty
in controlling the Company's costs of providing healthcare and administering its
network of Centers;  the possible negative effects from changes in reimbursement
and  capitation  payment  levels and payment  practices by insurance  companies,
healthcare plans, government payors and other payment sources; the difficulty of
attracting  primary care  physicians;  the increasing  competition  for patients
among healthcare providers; possible government regulations negatively impacting
the existing  organizational  structure of the  Company;  the possible  negative
effects of prospective  healthcare  reform;  the challenges and uncertainties in
the  implementation  of the Company's  expansion and development  strategy;  the
dependence  on  key  personnel,   the  ability  to  successfully  integrate  the
management  structures  and  consolidate  the  operations  of recently  acquired
entities or practices with those of the Company,  and other factors described in
this report and in other  reports filed by the Company with the  Securities  and
Exchange Commission.

Item 2.  Properties

All but one of the Company's  primary care Centers'  facilities are leased.  The
properties are generally  located on  well-traveled  major  highways,  with easy
access. Each property offers free,  off-street parking  immediately  adjacent to
the center.  One Center is leased from an entity  affiliated  with the Company's
Chairman.  Four Centers are leased from Companion HealthCare Corporation and one
Center is  leased  from  Companion  Property  and  Casualty  Insurance  Company,
principal  shareholders  of the  Company.  Three of the  Centers are leased from
physician employees of the P.A.'s.

The Company's  Centers are broadly  distributed  throughout  the states of South
Carolina,  Georgia  and  Tennessee.  There are 16  primary  care  Centers in the
Columbia,  South Carolina region (including four physical therapy offices), five
in the  Charleston,  South  Carolina  region,  four in the Myrtle  Beach,  South
Carolina  region,  one  in  the  Aiken,  South  Carolina  region,  seven  in the
Greenville-Spartanburg,  South  Carolina  region  (including one of the physical
therapy offices), five in the Atlanta,  Georgia region and two in the Knoxville,
Tennessee  region.  The  Company's  corporate  offices  are  located in downtown
Columbia,  South Carolina in 13,000 square feet of leased space. The Centers are
all in free-standing buildings in good repair.

Item 3.  Legal Proceedings

The Company is party to various claims,  legal activities and complaints arising
in the  normal  course of  business.  In the  opinion  of  management  and legal
counsel,  aggregate  liabilities,  if any,  arising from legal actions would not
have a material adverse effect on the financial position of the Company.

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

Not applicable.


<PAGE>



                                                    PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

Until  October  19,  1998,  the Common  Stock was traded on the NASDAQ  SmallCap
Market under the symbol UCIA. On October 20, 1998, the Common Stock was delisted
for trading on the NASDAQ  SmallCap  Market as a  consequence  of the  Company's
failure to meet  certain  quantitative  requirements  under the NASD's  expanded
listing  criteria.  Trading in the Common  Stock is  currently  conducted in the
over-the-counter  market.  The prices set forth below  indicate the high and low
bid prices  reported on the NASDAQ  SmallCap Market through October 20, 1998 and
on the  over-the-counter  bulletin  board  thereafter.  The  quotations  reflect
inter-dealer  prices without  retail markup,  markdown or commission and may not
necessarily reflect actual transactions.

                                                        Bid Price
                                              -------------------------------
                                              High                       Low
                                              -------                   -------
Fiscal Year Ended September 30, 1999

     1st quarter (10/01/98 - 12/31/98)       $.56                          $.41
     2nd quarter (01/01/99 - 03/31/99)        .59                           .34
     3rd quarter (04/01/99 - 06/30/99)        .80                           .45
     4th quarter (07/01/99 - 09/30/99)        .75                           .50

Fiscal Year Ended September 30, 1998

     1st quarter (10/01/97 - 12/31/97)       3.25                          1.75
     2nd quarter (01/01/98 - 03/31/98)       2.50                          2.00
     3rd quarter (04/01/98 - 06/30/98)       2.06                          1.38
     4th quarter (07/01/98 - 09/30/98)       1.47                           .75


As of December 15, 1999,  there were 484 stockholders of record of Common Stock,
excluding individual participants in security position listings.

UCI has not paid cash  dividends on the Common Stock since its inception and has
no plans to declare cash dividends in the foreseeable future.



<PAGE>


Item 6.  Selected Financial Data

                          STATEMENT OF OPERATIONS DATA
-------------------------------------------------------------------------------
<TABLE>
<S>                                         <C>               <C>            <C>             <C>             <C>
                                                               (In thousands, except per share data)
                                             --------------------------------------------------------------------------
                                                                 For the year ended September 30,
                                             --------------------------------------------------------------------------
                                                1999             1998           1997            1996           1995
                                             ------------     -----------    -----------     ------------    ----------

Revenues                                         $40,470       $  37,566        $27,925          $23,254       $17,987
Net income (loss)                                    910        (10,508)                             466       (1,360)
                                                                                   (84)
Basic and diluted earnings (loss) per                .11                                             .11
share                                                             (1.61)          (.02)                          (.43)
Basic weighted average number of
  shares outstanding                               8,537                          5,005            4,294         3,137
                                                                   6,545
Diluted weighted average number of
  shares outstanding                               8,544           6,545          5,005            4,294         3,137



                                                  BALANCE SHEET DATA
-----------------------------------------------------------------------------------------------------------------------

                                                             (In thousands, except per share data)
                                            -------------------------------------------------------------------------
                                                                          At September 30,
                                               ------------------------------------------------------------------------
                                                  1999            1998           1997            1996           1995
                                               ------------    -----------    -----------     -----------     ---------

Working capital                                   $(2,289)       $(3,718)       $  2,921         $ 2,020      $  (383)
Property and equipment, net                          4,797          5,475          4,003           3,300         2,795
Total assets                                        23,354         26,202         21,082          15,733        10,216
Long-term debt                                       9,444         11,988          7,939           5,373         4,366
Stockholders' equity                                 6,373                         9,488           7,822         3,253
                                                                      987
</TABLE>


Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

The following  discussion and analysis  provides  information  which the Company
believes  is  relevant  to an  assessment  and  understanding  of the  Company's
consolidated  results of operations  and financial  condition.  This  discussion
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto.

Basis of Presentation

The  consolidated  financial  statements of the Company  include the accounts of
UCI,  UCI-SC,  UCI-GA and the  P.A.'s.  Such  consolidation  is  required  under
Emerging  Issues  Task  Force  (EITF)  97-2  as a  consequence  of  the  nominee
shareholder  arrangement  that exists with respect to each of the PA's.  In each
case,  the  nominee  (and sole)  shareholder  of the P.A.  has  entered  into an
agreement with UCI-SC or UCI-GA, as applicable, which satisfies the requirements
set forth in footnote 1 of EITF 97-2. Under the agreement,  UCI-SC or UCI-GA, as
applicable,  in its  sole  discretion,  can  effect  a  change  in  the  nominee
shareholder  at any time for a payment of $100 from the new nominee  shareholder
to the old nominee shareholder, with no limits placed on the identity of any new
nominee shareholder and no adverse impact resulting to any of UCI-SC,  UCI-GA or
the P.A.resulting from such change.

In addition to the nominee  shareholder  arrangements  described above,  each of
UCI-SC and UCI-GA have entered into  Administrative  Service Agreements with the
P.A.'s.  (See Item 1.  Business  -  "Organizational  Structure"  for a  detailed
description of the Administrative  Service  Agreements.) As a consequence of the
nominee shareholder arrangements and the Administrative Service Agreements,  the
Company has a long-term  financial  interest in the affiliated  practices of the
P.A.'s.  According  to EITF  97-2,  the  application  of FASB  Statement  No. 94
(Consolidation  of All  Majority-Owned  Subsidiaries),  and APB No. 16 (Business
Combinations),  the  Company  must  consolidate  the  results of the  affiliated
practices with those of the Company.

The P.A.'s enter into  employment  agreements  with physicians for terms ranging
from one to ten years.  All  employment  agreements  have clauses that allow for
early termination of the agreement if certain events occur such as the loss of a
medical license.  Over 79% of the physicians  employed by the P.A.'s are paid on
an hourly basis for time scheduled and worked at the medical centers.  The other
physicians  are salaried.  Approximately  25 of the  physicians  have  incentive
compensation  arrangements,  however, no amounts were accrued or paid during the
Company's  three  prior  fiscal  years  that  were  significant.  Any  incentive
compensation is based upon a percentage of non-ancillary collectible charges for
services  performed by a provider.  Percentages range from 3% to 17% and vary by
individual  employment  contract.  As of September 30, 1999 and 1998, the P.A.'s
employed 121 and 115 medical providers, respectively.

The net assets of the  P.A.'s are not  material  for any period  presented,  and
intercompany accounts and transactions have been eliminated. For the fiscal year
ended  September 30, 1999,  the Company has shown an increase in revenues.  This
growth is a direct result of actions  taken by management to increase  marketing
efforts,  to expand the state-wide network in South Carolina and to focus on the
field of occupational and industrial medicine.

The Company  does not  allocate all  indirect  costs  incurred at the  corporate
offices to the Centers on a center-by-center basis.  Therefore,  all discussions
below are intended to be in the aggregate for the Company as a whole.

Comparison of Results of Operations for Fiscal Years 1999, 1998 and 1997

Revenues of $40,470,000 in fiscal year 1999 reflected an increase of 8% from the
fiscal year 1998 revenues of $37,566,000 which reflected an increase of 35% from
the amount reported for fiscal year 1997. The following  reflects revenue trends
from fiscal year 1995 through fiscal year 1999:



                 For the year ended September 30, (in thousands)
           --------------------------------------------------------------
<TABLE>
<S>                       <C>             <C>            <C>           <C>           <C>
                              1999          1998           1997           1996           1995
                           -----------    ----------     ----------    -----------    -----------


                           $40,470        $37,566
Revenues                                                   $27,925        $23,254     $17,987
                             35,975         39,094
Operating Costs                                             26,466         21,525       18,180
                               4,495
Operating Margin                          (1,528)            1,459          1,729
                                                                                      (193)
</TABLE>

The  increase  in revenue  for  fiscal  year 1999 was  approximately  8% and was
derived  almost  exclusively  from growth in "same  center"  patient  visits and
charges.  Approximately  $2,900,000 of this was the result of center  maturation
for the locations opened in the prior fiscal year and was offset somewhat by the
revenues of the centers open in fiscal year 1998 and closed  during  fiscal year
1999.

The number of  centers  operated  by the  Company  decreased  from 41 to 40 from
September 30, 1998 to September 30, 1999. The orthopedic  center in Columbia and
one other Columbia, South Carolina location were closed due to poor performance.
This was  offset by the  opening of the fifth  physical  therapy  location.  The
difference  in the revenues  for the two centers  closed in fiscal year 1999 and
the one new location was not  significant  to the overall change in revenue from
fiscal year 1998 to fiscal year 1999.

The  increase  in revenue for fiscal  year 1998 is  attributable  to a number of
factors. The Company engaged in a significant  expansion,  increasing the number
of primary care medical  Centers from 33 to 41 (as of September 30,  1998).  The
expansion  included  the  addition  of  fourteen  Centers  and  the  closure  or
divestiture of six Centers, for a net addition of eight Centers.



<PAGE>


The fourteen additions were:

<TABLE>
<S>     <C>                               <C>                        <C>

1.     Doctor's Care Conway                Myrtle Beach, SC Region    Opened as a start-up facility in November
                                                                      1997.

2.     Doctor's Care New Ellenton          Aiken, SC Region           Acquired from Primary Care Provider/Owner in
                                                                      November 1997.

3.     Doctor's Care Ridgeview             Columbia, SC Region        Opened as a start-up facility in December
                                                                      1997.

4.
                                                                      Progressive
                                                                      Therapy
                                                                      Bush River
                                                                      Columbia,
                                                                      SC  Region
                                                                      Acquired
                                                                      from
                                                                      Therapist/Owner
                                                                      in October
                                                                      1997.

5.
                                                                      Progressive
                                                                      Therapy
                                                                      West
                                                                      Columbia
                                                                      Columbia,
                                                                      SC  Region
                                                                      Acquired
                                                                      from
                                                                      Therapist/Owner
                                                                      in October
                                                                      1997.

6.
                                                                      Progressive
                                                                      Therapy
                                                                      Columbia
                                                                      East
                                                                      Columbia,
                                                                      SC  Region
                                                                      Acquired
                                                                      from
                                                                      Therapist/Owner
                                                                      in October
                                                                      1997.

7.
                                                                      Progressive
                                                                      Therapy
                                                                      Forest
                                                                      Acres
                                                                      Columbia,
                                                                      SC  Region
                                                                      Opened  as
                                                                      a start-up
                                                                      facility
                                                                      in
                                                                      November
                                                                      1997.

8.                                                                    Doctor's
                                                                      Care Stone
                                                                      Mountain
                                                                      Atlanta,
                                                                      GA  Region
                                                                      Acquired
                                                                      in     May
                                                                      1998  from
                                                                      MainStreet
                                                                      Healthcare,
                                                                      Inc.    as
                                                                      part    of
                                                                      five
                                                                      centers in
                                                                      Atlanta,
                                                                      Georgia
                                                                      and two in
                                                                      Knoxville,
                                                                      Tennessee.

9.     Doctor's Care Tucker                Atlanta, GA Region         Acquired in May 1998 from MainStreet
                                                                      Healthcare, Inc. as part of five centers in
                                                                      Atlanta, Georgia and two in Knoxville,
                                                                      Tennessee.

10.                                                                   Doctor's
                                                                      Care
                                                                      Lawrenceville
                                                                      Atlanta,
                                                                      GA  Region
                                                                      Acquired
                                                                      in     May
                                                                      1998  from
                                                                      MainStreet
                                                                      Healthcare,
                                                                      Inc.    as
                                                                      part    of
                                                                      five
                                                                      centers in
                                                                      Atlanta,
                                                                      Georgia
                                                                      and two in
                                                                      Knoxville,
                                                                      Tennessee.

11.    Doctor's Care Austell               Atlanta, GA Region         Acquired in May 1998 from MainStreet
                                                                      Healthcare, Inc. as part of five centers in
                                                                      Atlanta, Georgia and two in Knoxville,
                                                                      Tennessee.

12.    Doctor's Care Snellville            Atlanta, GA Region         Acquired in May 1998 from MainStreet
                                                                      Healthcare, Inc. as part of five centers in
                                                                      Atlanta, Georgia and two in Knoxville,
                                                                      Tennessee.


13.                                                                   Doctor's
                                                                      Care
                                                                      Knoxville
                                                                      West
                                                                      Knoxville,
                                                                      TN  Region
                                                                      Acquired
                                                                      in     May
                                                                      1998  from
                                                                      MainStreet
                                                                      Healthcare,
                                                                      Inc.    as
                                                                      part    of
                                                                      five
                                                                      centers in
                                                                      Atlanta,
                                                                      Georgia
                                                                      and two in
                                                                      Knoxville,
                                                                      Tennessee.

14.                                                                   Doctor's
                                                                      Care
                                                                      Knoxville
                                                                      North
                                                                      Knoxville,
                                                                      TN  Region
                                                                      Acquired
                                                                      in     May
                                                                      1998  from
                                                                      MainStreet
                                                                      Healthcare,
                                                                      Inc.    as
                                                                      part    of
                                                                      five
                                                                      centers in
                                                                      Atlanta,
                                                                      Georgia
                                                                      and two in
                                                                      Knoxville,
                                                                      Tennessee.
</TABLE>



<PAGE>


The six closures or divestitures were:

<TABLE>
<S>   <C>                                 <C>                        <C>

1.     Doctor's Care Waccamaw              Myrtle Beach, SC Region    This acquired center (01/95) was closed
                                                                      effective September 1998 and the provider
                                                                      and patient records were transferred to the
                                                                      near-by Doctor's Care Strand Medical Center.

2.     Doctor's Care Camden                Columbia, SC Region        This acquired center (09/97) was closed in
                                                                      August 1998 and the provider and patient
                                                                      records were transferred to near-by Doctor's
                                                                      Care Wateree.

3.                                                                    Doctor's
                                                                      Surgical
                                                                      Group
                                                                      Columbia,
                                                                      SC  Region
                                                                      This
                                                                      start-up
                                                                      facility
                                                                      (06/93)
                                                                      was closed
                                                                      effective
                                                                      February
                                                                      1998.

4.                                                                    Springwood
                                                                      Lake
                                                                      Family
                                                                      Practice
                                                                      Columbia,
                                                                      SC  Region
                                                                      Acquired
                                                                      in  August
                                                                      1997 along
                                                                      with   two
                                                                      more
                                                                      centers
                                                                      and   were
                                                                      divested
                                                                      of   (sold
                                                                      back    to
                                                                      the seller
                                                                      on
                                                                      November
                                                                      1,   1998)
                                                                      effective
                                                                      September
                                                                      1998.

5.     Woodhill Family Practice            Columbia, SC Region        Acquired in August 1997 along with two more
                                                                      centers and were divested of (sold back to
                                                                      the seller on November 1, 1998) effective
                                                                      September 1998.

6.     Midtown Family Practice             Columbia, SC Region        Acquired in August 1997 along with two more
                                                                      centers and were divested of (sold back to
                                                                      the seller on November 1, 1998) effective
                                                                      September 1998.
</TABLE>

The revenue  from the  increase in centers in fiscal year 1998 and from the full
year of operations of the locations  added in fiscal year 1997  represented  the
most  significant  portion of the revenue  growth.  Of the $9,641,000 in revenue
growth,  approximately  $4,999,000 was from the fourteen locations opened during
fiscal year 1998 and  approximately  $900,000  was the result of having the four
locations opened during fiscal year 1997 operating for all of fiscal year 1998.

     The  remainder  of the revenue  growth in fiscal  year 1998  (approximately
$3,742,000) was the result of two factors:

1.   Approximately  $2,960,000 was from revenue for centers  acquired at the end
     of fiscal year 1997 and  divested of on November 1, 1998,  to be  effective
     September  30, 1998  (Springwood  Lake  Family  Practice,  Woodhill  Family
     Practice and Midtown Family Practice).

2.   The remaining  $782,000 in revenue growth represents  approximately a three
     (3%) percent growth in "same center" patient visits and charges.

During the past three  fiscal  years,  the Company has  continued  its  services
provided to members of HMOs.  In these  arrangements,  the Company,  through the
P.A.,  acts as the  designated  primary  caregiver  for members of HMOs who have
selected  one of the  Company's  centers  or  providers  as their  primary  care
provider.  In fiscal  year  1994,  the  Company  began  participating  in an HMO
operated by Companion HealthCare  Corporation ("CHC"), a wholly owned subsidiary
of Blue Cross Blue Shield of South Carolina  ("BCBS").  BCBS,  through CHC, is a
primary  stockholder of UCI. Including its arrangement with CHC, the Company now
participates  in four HMOs and is the primary  care  "gatekeeper"  for more than
18,000  lives in fiscal  year 1999  compared  to 19,000 in fiscal  year 1998 and
20,000 in fiscal year 1997. One of the HMOs was a capitation scheme for payments
and three pay on a discounted  fee-for-service basis. HMOs do not, at this time,
have a significant  penetration into the South Carolina  market;  the Company is
not certain if there will be growth in the market  share of HMOs in the areas in
which it operates clinics.  For fiscal year 1998,  capitated revenue declined to
$2,700,000  from  $3,100,000 in fiscal year 1997. This decline was primarily the
result of one of the "gatekeeper" HMO's (Companion)  switching from a capitation
payment  scheme to a  discounted  fee for  service  scheme  during the middle of
fiscal  year  1998.  In fiscal  year  1999,  there was only one HMO that paid by
capitated revenue which was approximately $1,400,000 or 3% of total revenue.

The Company  currently  negotiates  contracts with one  significant  HMO for the
P.A.'s  physicians to provide  health care on a capitated  reimbursement  basis.
Under this  contract,  which  typically  is  automatically  renewed on an annual
basis, the P.A.  physicians  provide virtually all covered primary care services
and receive a fixed monthly capitation payment from the HMOs for each member who
chooses a P.A.  physician as his or her primary care  physician.  The capitation
amount is fixed  depending  upon the age and sex of the HMO enrollee.  Contracts
with capitated HMOs accounted for  approximately 3% of the Company's net revenue
in fiscal  year 1999  compared  to 7% in fiscal year 1998 and 11% in fiscal year
1997.

To the extent that enrollees  require more care than is  anticipated,  aggregate
capitation  payments may be insufficient to cover the costs  associated with the
treatment  of  enrollees.  No  capitation  contracts  currently  in place at the
Company  have been  determined  to be  insufficient  to cover  related  costs of
treatment.  Higher  capitation rates are typically  received for senior patients
because their medical needs are generally  greater and  consequently the cost of
covered care is higher.

Increased and sustained  revenues in fiscal years 1999 and 1998 also reflect the
Company's  heightened  focus on  occupational  medicine  and  industrial  health
services (these revenues are referred to as "employer paid" on the table below).
Focused marketing materials, including quarterly newsletters for employers, were
developed to spotlight  the Company's  services for  industry.  The Company also
entered into an agreement with Companion Property and Casualty Insurance Company
("CP&C")  wherein the  Company  acts as the primary  care  provider  for injured
workers of firms insured through CP&C. CP&C is a primary stockholder of UCI.

Patient  encounters  increased  to 509,000 in fiscal year 1999,  from 497,000 in
fiscal year 1998 and 393,000 in fiscal year 1997.  The increase from fiscal year
1998 to fiscal year 1999 was achieved  despite the net reduction of one location
during the year due to center maturation and marketing  efforts.  Of the 104,000
increase  in fiscal year 1998,  55,000 is  attributable  to the  Centers  opened
during the fiscal year. A decrease in patient  encounters in fiscal year 1998 is
not believed to have  resulted from the six center  closures  noted above due to
timing  (divestiture  or closure in September 1998) or because the Company had a
nearby operating location.

No new significant  competition  entered the Company's market during fiscal year
1999. However,  revenues were short of goals for fiscal years 1998 and 1997, due
in part to the  increased  competition  from  hospitals  and other  providers in
Columbia,  Greenville,  Myrtle Beach and Atlanta  during fiscal year 1998 and in
Columbia,  Greenville,  Myrtle Beach and Sumter during fiscal year 1997. In each
of these  areas,  regional  hospitals  have  acquired or opened new primary care
physician practices that compete directly with the Company for patients. In each
case,  the  hospital  owner of the  Company's  competition  is  believed to have
significantly greater resources than the Company.  Management believes that such
competition  will  continue  into the  future and plans to compete on a basis of
quality service and accessibility.

An  operating  margin of  $4,495,000  was  achieved  in fiscal  year 1999.  This
significant  improvement  was the result of a decisive cost  reduction  plan put
into place by  management  during the  fourth  quarter of fiscal  year 1998 that
included staff reductions and the closure or divestiture of several unprofitable
centers. For the six centers,  previously noted, that were closed or divested of
during fiscal year 1998 the combined losses were  approximately  $775,000 during
fiscal year 1998.  Salary savings from the staff  reductions are estimated to be
approximately  $1,000,000  at the  corporate  level and between  $3,000,000  and
$4,000,000 at the remaining  centers.  An operating  deficit of $(1,528,000) was
realized in fiscal year 1998 as compared to an operating margin of $1,459,000 in
fiscal year 1997.  This margin  deterioration  was  primarily  the result of the
increased  cost-cutting pressures being applied by managed care insurance payors
that  cover many of the  Company's  patients  and to the  incurred  and  accrued
restructuring  charges  posted in fiscal year 1998  resulting from the closed or
divested  centers as discussed below  (approximately  $3,700,000 in total).  The
following  table breaks out the Company's  revenue and patient visits by revenue
source for fiscal years 1999, 1998 and 1997.
<TABLE>
<S>      <C>                                            <C>       <C>    <C>      <C>    <C>      <C>

                                                                                        Percent of
                                                               Percent of                Revenue
                            Payor                            Patient Visits
          -------------------------------------------    ------------------------ -----------------------
                                                         1999     1998    1997    1999    1998    1997
                                                         ------- ------- -------- ------ ------- --------
                                                             18      20       24                      24
          Patient Pay                                                                18      18
                                                                              15                      11
          Employer Paid                                      15      13               9       9
                                                                              10      9               11
          HMO                                                11      13                      12
                                                                              10                      14
          Workers Compensation                                8      10              16      14
                                                                              12                       7
          Medicare/Medicaid                                   7      11               6       7
                                                                              24                      28
          Managed Care Insurance                             34      27              31      30
                                                              7       6        5     11      10        5
          Other (Commercial Indemnity, Champus,
          etc.)
</TABLE>

As  managed  care  plans  attempt  to cut costs,  they  typically  increase  the
administrative  burden of providers  such as the Company by  requiring  referral
approvals and by requesting  hard copies of medical records before they will pay
claims.  The number of patients at the  Company's  Centers that are covered by a
managed  care  plan  versus a  traditional  indemnity  plan  continues  to grow.
Management expects this trend to continue.

The  operating  margin  deterioration  during fiscal year 1998 and 1997 was also
contributed  to by the high costs of the six centers  closed  during fiscal year
1998 and the three  centers  closed  during  fiscal year 1997.  Aggregate  costs
exceeded  revenues by $770,000 at the six centers  closed during the fiscal year
1998 and by $253,000 at the three  centers  closed  during the fiscal year 1997.
Five of the six centers closed during fiscal year 1998 were acquisitions and the
closure or divestiture  resulted in significant  write-offs of intangible assets
(goodwill) and/or the recognition of a loss on the divestiture.

Bad debt expense,  a component of operating costs, was approximately  $2,289,000
(or  approximately  6%  of  revenue)  for  fiscal  year  1999;   $2,978,000  (or
approximately 8% of revenue) for fiscal year 1998; and approximately  $1,106,000
(or approximately 4% of revenue) for fiscal year 1997. This increase is believed
to be primarily due to the difficulties encountered in the collection of amounts
associated  with patients seen at the centers  acquired during fiscal year 1998.
Management is not yet certain if the collection  difficulties  being encountered
will continue but intends to evaluate collectibility on a monthly basis.

November 1, 1998,  the Company  sold the three  centers of the  Springwood  Lake
Family  Practice  that had been  acquired  approximately  one  year  earlier  in
September  1997.  The three  centers were  operated by the Company as Springwood
Lake Family  Practice,  Woodhill  Family  Practice and Midtown Family  Practice.
These centers  operated  more along the lines of  traditional  family  practices
(taking appointments,  doing hospital admissions, etc.) than the Company's other
centers and had not been profitable.  They were also a drain on cash flow to the
Company of  approximately  $460,000  during fiscal year 1998. The time needed to
correct  these  problems  was  determined  to  be  excessive  by  the  Company's
management  and  these  three  centers  were  sold  back  to the  former  owners
(providers).  As of  September  30,  1998,  the  Company  recorded a loss on the
disposition of  approximately  $1,668,000.  This is a component of the line item
Realignment and Other Expenses.

When the Company acquires medical practices,  the excess of cost over fair value
of assets  acquired  (goodwill)  is recorded as an asset and is  amortized  on a
straight-line  basis over 15 years.  Subsequent to an  acquisition,  the Company
periodically evaluates whether later events and circumstances have occurred that
indicate that the  remaining  balance of goodwill may not be  recoverable.  When
external  factors  indicate  that  goodwill  should be  evaluated  for  possible
impairment,  the Company uses an estimate of the related  center's  undiscounted
cash flows to determine if an impairment  exists. If an impairment exists, it is
measured based on the difference between the carrying amount and fair value, for
which  discounted  cash flows are used.  Examples of external  factors  that are
considered in evaluation for possible  impairment include significant changes in
the third party payor  reimbursement  rates and  unusual  turnover or  licensure
difficulties of clinical staff at a center.

During the fourth quarter of fiscal year 1998, the above analysis resulted in an
impairment  change of approximately  $1,642,000 to goodwill for centers that had
been closed  (i.e.,  Waccamaw and Camden) and for two  underperforming  centers.
This is a component of the line item Realignment and Other Expenses.

It should  be noted  that the  Company  also has  launched  medical  centers  as
start-up operations,  which have contributed in fiscal years 1999, 1998 and 1997
to the  Company's  overall  cash used in  operations.  Costs of  starting up new
centers are expensed as incurred.

Depreciation  and  amortization  expense  increased to $1,954,000 in fiscal year
1999, up from $1,950,000 in fiscal year 1998 and $1,250,000 in fiscal year 1997.
This increase  reflects higher  depreciation  expense as a result of significant
leasehold  improvements  and  equipment  upgrades  at a number of the  Company's
Centers,  as  well  as an  increase  in  amortization  expense  related  to  the
intangible assets acquired from the Company's  purchase of existing practices in
Atlanta, Knoxville, Aiken and Columbia in fiscal year 1998 and in Greenville and
Columbia in fiscal year 1997.  Net interest  expense  increased to $1,472,000 in
fiscal year 1999 from $1,464,000 in fiscal year 1998 and $813,000 in fiscal year
1997  primarily  as  a  result  of  the  interest  costs   associated  with  the
indebtedness  incurred in the  leasehold  improvements,  the  operating  line of
credit the Company  has with its  primary  bank,  and debt  associated  with the
acquisitions noted above.

In determining  that it was more likely than not that the recorded  deferred tax
asset would be realized, management of the Company considered the following:

               Recent historical operating results.

               Lack of sufficient liquidity to support operations.

               The  budgets  and  forecasts  that  management  and the  Board of
              Directors  had adopted for the next five  fiscal  years  including
              plans for expansion.

               The ability to utilize NOL's prior to their expiration.

               The  potential  limitation of NOL  utilization  in the event of a
change in ownership.

               The  generation  of  future  taxable  income  in excess of income
              reported on the consolidated financial statements.

A valuation allowance of $6.3 million and $6.6 million at September 30, 1999 and
1998,  respectively,  remained  necessary in the judgement of management because
the factors noted above (i.e. forecasts) did not support the utilization of less
than a full valuation  allowance.  The lack of consistent earnings and liquidity
concerns,  discussed  above,  was  considered in the decision to maintain a 100%
valuation  allowance  of $6.6 million at  September  30, 1998,  leaving no asset
recorded.

Going Concern Matters

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the  normal  course  of  business.  As  shown  in the  financial
statements,  the  Company  has a  working  capital  deficiency,  an  accumulated
deficit,  and the line of credit  agreement  which expires in March 2000 and the
Company  currently  is in violation  of a loan  covenant  related to its line of
credit. Ultimately, the Company's viability as a going concern is dependent upon
its  ability to  continue  to  generate  positive  cash  flows from  operations,
maintain adequate working capital and obtain satisfactory long-term financing.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.  The Company plans include
the  following,  although it is not possible to predict the ultimate  outcome of
the Company's  efforts.  The Company is currently  seeking  sources of financing
from other  financing  sources  with terms more  suitable  and  favorable to the
Company's financing  requirements.  The Company anticipates that a new financing
arrangement  will be in place prior to the  expiration  of the  current  line of
credit  agreement.  The Company  management  believes  that due to the  improved
financial results for 1999 and the existence of an adequate asset base,  lenders
will be interested in finalizing a financial  agreement.  The Company expects to
have  availability  of the existing line of credit until the expiration  date of
the credit agreement.

Results of Operations for the Three Months Ended  September 30, 1999 as Compared
to the Three Months Ended September 30, 1998:

The following summarizes the fiscal 1999 fourth quarter results of operations as
compared to the prior year:

                            For the Three Months Ended (in 000's)

<TABLE>
<S>                                            <C>                       <C>

                                                September 30, 1999         September 30, 1998
                                               ----------------------    -----------------------

Revenues                                                 $  10,360                 $  10,941
                                                               9,907                   13,345
Operating Costs
                                                                                       (2,404)
Operating Margin                               453



General and Administrative Expenses
                                               26                        46
Realignment and Other Expenses                                                           3,703
                                               0

Depreciation and Amortization                                                               600
                                               486

Interest Expense, net                                                                       616
                                               412

Benefit for Income Taxes                                                                (1,753)
                                               0
                                                                                        (9,148)
Net Income (loss)                              (471)

</TABLE>

     Revenues of $10,360,000 for the quarter ending September 30, 1999 reflect a
decrease of five (5%) percent  from those of the quarter  ending  September  30,
1998.

As noted earlier, many of the centers closed during fiscal year 1998 were closed
in the fourth quarter of that year and,  therefore,  produced some revenue.  The
increase in "same center"  patient  visits and charges due to center  maturation
was offset by the loss of the  revenue  from the  centers  open for parts of the
fourth  quarter of fiscal year 1998 but closed for all of the fourth  quarter of
fiscal year 1999.

Patient  encounters  decreased  to 125,000 in the fourth  quarter of fiscal year
1999 from 137,000 in the fourth quarter of fiscal year 1998 due to the reduction
in the number of centers as discussed above.

The  decreases  in  depreciation,  amortization  and  interest  expenses are all
related to the divestitures and closures of the centers  discussed above and the
related realignment  expenses posted in fiscal year 1998 (i.e., the write-off of
goodwill).

Financial Condition at September 30, 1999 and September 30, 1998

Cash and cash  equivalents  decreased  by $270,000  from  September  30, 1998 to
September 30, 1999.

Accounts  receivable   decreased  from  $8,789,000  at  September  30,  1998  to
$8,400,000 at September 30, 1999.  This decrease was  attributable  to increased
focus on  collections  at the  Corporate  billing  department  that  involved  a
reorganization  of functional duties and lower revenues in the fourth quarter of
1999 as compared to 1998.  As the payor mix of the Company  continues to change,
the billing and collection  functions  will need to be continually  modified and
updated.

The  decreases  in property  and  equipment  and in the excess of cost over fair
value  of  assets  acquired   ("goodwill")   are  both  the  result  of  regular
depreciation and amortization charges.

The reductions in long-term debt and accounts payable from September 30, 1998 to
September 30, 1999 were the result of the overall improved  operating results of
the  Company.  Management  believes  that it will be able to fund  debt  service
requirements  for  the  foreseeable   future  out  of  cash  generated   through
operations.

Liquidity and Capital Resources

The Company requires  capital  principally to fund growth (acquire new Centers),
for working capital needs and for the retirement of indebtedness.  The Company's
capital  requirements  and  working  capital  needs have been  funded  through a
combination  of external  financing  (including  bank debt and proceeds from the
sale of common stock to CHC and CP&C), and credit extended by suppliers.

The  Company  has  a  $7,000,000   bank  line  of  credit  with  an  outstanding
indebtedness  of $2,678,000 at September 30, 1999. The  availability  under this
line of credit is limited by accounts  receivable type and age as defined in the
agreement. As of the fiscal year end, the Company had borrowed approximately the
maximum allowable amounts.  The line of credit bears interest of prime plus 2.5%
with a maturity of March 2000.  (Prime rate was 8.25% as of September 30, 1999.)
The line of credit is used to fund the working capital needs of the Company.  At
September 30, 1999, the Company is in default of a debt covenant  related to the
Line of Credit in regard to a net worth. The covenant requires that net worth of
the Company not drop below  $7,650,000.  The Company believes that the financial
institution does not intend to take action related to this default and continues
to utilize  the Line on a daily  basis.  This Line of Credit  expires  under its
original  terms on March 24, 2000 and the Company is currently  in  negotiations
with its current  lender and various other  potential  lenders to refinance this
debt.

As of September 30, 1999,  the Company had no material  commitments  for capital
expenditures or for acquisition or start-ups.

Operating  activities  generated  $2,645,000  of cash  during  fiscal year 1999,
compared to using $1,495,000  during fiscal year 1998. This is indicative of the
overall improvement in the operations of the Company due to the cost reductions,
divestitures and closures discussed above.

Investing activities used only $448,000 of cash during fiscal year 1999 compared
with $1,399,000 used in fiscal year 1998 as a result of a slow-down in expansion
activity.

Approximately  $2,467,000  of cash was used  during  fiscal  year 1999 to reduce
debt.  This was made possible by the positive  performance of the Company and by
the discontinuation of growth through acquisitions during the year. Liquidity in
fiscal  year  1999 was  adequate  to meet the  operating  needs of the  Company;
therefore,  no financing  sources of cash were  required.  The Company  received
$1,102,000 in cash during fiscal year 1998 resulting from private  placements of
stock  which was used in part to  manage  the  Company's  rapid  growth.  Should
additional needs arise, the Company may consider  additional  capital sources to
obtain  funding.  There  is no  assurance  that  any  additional  financing,  if
required, will be available on terms acceptable to the Company.

     Overall,  the Company's  current  liabilities  exceed its current assets at
September 30, 1999 and 1998 by $2,289,000 and $3,718,000.



<PAGE>


The Year 2000

It is possible that the Company's currently installed computer systems, or other
business systems, or those of the Company's vendors,  working either alone or in
conjunction  with other  software or systems,  will not accept input of,  store,
manipulate or output dates in the years 1999,  2000 or thereafter  without error
or interruption  (commonly  known as the "Year 2000"  problem).  The Company has
conducted a review of its business systems, including its computer systems, on a
system-by-system  basis,  and has queried  third  parties  with whom it conducts
business as to their progress in identifying and addressing  problems that their
computer  systems may face in correctly  processing date information as the Year
2000 approaches and is reached.

The  Company  has  upgraded  its  general  accounting  systems  (which  includes
invoicing,  accounts  receivable,  payroll,  etc.) to make the systems Year 2000
compliant. The Company estimates that the cost of this upgrade to the accounting
systems was approximately $20,000.

The  Company  has  reviewed  its  information  technology  ("IT")  hardware  and
software,  including  personal  computers,  application and network software for
Year 2000  compliance  readiness.  The review  process  entailed  evaluation  of
hardware/software  and  testing.  The  costs  of  the  necessary  upgrades  were
approximately $25,000.

The Company's  review of non-IT  systems  (including  voice  communications)  is
complete and the estimated costs to remedy non-IT systems was not material.

The Company believes that its most  significant  internal risk posed by the Year
2000 Problem is the possibility of a failure of its accounting  systems.  If the
accounting  systems were to fail,  the Company  would have to  implement  manual
processes,  which may slow the  timeliness of  information  needed to manage the
business.  As discussed  above, the Company plans to avoid this risk through its
recent upgrading of its accounting systems;  however,  there can be no assurance
that such actions will avoid problems that may arise.

The third parties whose Year 2000 problems could have the greatest effect on the
Company  are  believed by the Company to be banks that  maintain  the  Company's
depository   accounts'  credit  card  processing   systems   (including  related
telecommunication  systems), the companies which supply the Company with medical
supplies,  and the insurance company payors for the Company's  patients' medical
claims.

There can be no assurance that the Company has identified all Year 2000 problems
in its computer systems or those of third parties in advance of their occurrence
or that the Company will be able to  successfully  remedy any problems  that are
discovered.  The expenses of the Company's  efforts to identify and address such
problems, or the expenses or liabilities to which the Company may become subject
as a result  of such  problems,  could  have a  material  adverse  effect on the
Company's business,  financial condition and results of operations.  Maintenance
or modification costs will be expensed as incurred.



<PAGE>


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

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

Approximately $5,500,000 of the Company's debt at September 30, 1999 was subject
to fixed interest rates and principal payments.  Approximately $4,000,000 of the
Company's  debt at September  30, 1999 was subject to variable  interest  rates.
Based on the  outstanding  amounts of variable  rate debt at September 30, 1999,
the  Company's   interest   expense  on  an  annualized   basis  would  increase
approximately $40,000 for each increase of one percent in the prime rate.

The  Company  does  not  utilize  financial  instruments  for  trading  or other
speculative purposes, nor does it utilize leveraged financial instruments.

Item 8.  Financial Statements and Supplementary Data

Reference is made to the Index to Financial Statements on Page 25.

     Item 9. Changes in and  Disagreements  with  Accountants  on Accounting and
Financial Disclosure

None.


<PAGE>



                                                   PART III


Information  called for by Part III (Items 10, 11, 12 and 13) of this  report on
Form 10-K has been  omitted as the Company  intends to file with the  Securities
and  Exchange  Commission  not later than 120 days after the close of its fiscal
year ended  September  30,  1999,  a  definitive  Proxy  Statement  pursuant  to
Regulation  14A  promulgated  under the  Securities  Exchange Act of 1934.  Such
information will be set forth in such Proxy Statement and is incorporated herein
by reference.

Item 10.   Directors and Executive Officers of the Registrant

The information required by this Item is incorporated herein by reference to the
Proxy Statement for the Company's forthcoming Annual Meeting of Shareholders.


Item 11.   Executive Compensation

The information required by this Item is incorporated herein by reference to the
Proxy Statement for the Company's forthcoming Annual Meeting of Shareholders.


Item 12. Security Ownership of Certain Beneficial Owners and Management

The information required by this Item is incorporated herein by reference to the
Proxy Statement for the Company's forthcoming Annual Meeting of Shareholders.


Item 13. Certain Relationships and Related Transactions

The information required by this Item is incorporated herein by reference to the
Proxy Statement for the Company's forthcoming Annual Meeting of Shareholders.



<PAGE>


                                                    PART IV


Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)   (1)         Consolidated Financial Statements
          The financial  statements listed on the Index to Financial  Statements
          on page 26 are filed as part of this report on Form 10-K.

(a) (2)    Exhibits
           A  listing  of the  exhibits  to the  Form  10-K is set  forth on the
           Exhibit Index which  immediately  precedes such exhibits in this Form
           10-K.

(b)      Reports on Form 8-K
         There were no reports filed on Form 8-K for the quarter ended September
30, 1999.




<PAGE>



                                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S>                                                                                                    <C>
                                                                                                        Page(s)

Report of Independent Accountants............................................................................27

Consolidated Balance Sheets at September 30, 1999 and 1998...................................................28

Consolidated Statements of Operations for the years
         ended September 30, 1999, 1998 and 1997.............................................................29

Consolidated Statements of Changes in Stockholders' Equity
         for the years ended September 30, 1999, 1998 and 1997...............................................30

Consolidated Statements of Cash Flows for the years
         ended September 30, 1999, 1998 and 1997.............................................................31

Notes to Consolidated Financial Statements................................................................32-51

</TABLE>

Schedule  II,  Valuation  and  Qualifying  Accounts,   is  omitted  because  the
information is included in the financial statements and notes.

















<PAGE>



                                         Independent Auditor's Report


December 9, 1999



To the Board of Directors and
Stockholders of UCI Medical Affiliates, Inc.




In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of operations,  changes in stockholders'  equity and of
cash flows present fairly, in all material  respects,  the financial position of
UCI Medical  Affiliates,  Inc. and its subsidiaries (the "Company") at September
30, 1999 and 1998, and the results of their  operations and their cash flows for
each of the three years in the period ended  September  30, 1999,  in conformity
with  accounting  principles  generally  accepted  in the United  States.  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 of these  statements  in  accordance  with
auditing standards  generally accepted in the United States,  which 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,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for the opinion expressed above.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements,  the Company has an accumulated deficit, a working capital
deficiency,  the Company's working capital line of credit expires in March 2000,
and the Company is currently in violation of a loan covenant related to the line
of credit.  These  matters  raise  substantial  doubt  about the  ability of the
Company to continue as a going  concern.  Management's  plans in regard to these
matters are also  discussed in Note 2. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.




/S/ PRICEWATERHOUSECOOPERS, LLP









        ORIGINAL SIGNED OPINION ON PRICEWATERHOUSECOOPERS LLP LETTERHEAD
                                IS ON FILE WITH
                           UCI MEDICAL AFFILIATES, INC.


<PAGE>


                                         UCI Medical Affiliates, Inc.
                                          Consolidated Balance Sheets
<TABLE>
<S>                                                                  <C>                     <C>
                                                                                  September 30,
                                                                     ----------------------------------------
                                                                            1999                  1998
                                                                     -------------------     ----------------
Assets
Current assets
   Cash and cash equivalents                                         $           66,159                    $
                                                                                                     335,923
   Accounts receivable, less allowance for doubtful accounts
       of $1,482,522 and $3,758,771                                           8,399,743
                                                                                                   8,788,620
   Inventory                                                                    590,318
                                                                                                     539,564
   Prepaid expenses and other current assets                                    748,467
                                                                                                     875,409
                                                                     -------------------     ----------------
Total current assets                                                          9,804,687
                                                                                                  10,539,516

Property and equipment less accumulated depreciation of
   $4,921,458 and $3,762,865                                                  4,796,643
                                                                                                   5,475,051
Excess of cost over fair value of assets acquired, less
   accumulated amortization of $2,650,249 and $2,097,149                      8,711,255
                                                                                                   9,944,039
Other assets                                                                     41,500
                                                                                                     243,677
                                                                     -------------------     ----------------
Total Assets                                                             $   23,354,085      $    26,202,283
                                                                     ===================     ================

Liabilities and Stockholders' Equity
Current liabilities
   Book overdraft                                                      $        803,257                    $
                                                                                                   1,128,917
   Current portion of long-term debt                                          4,557,797            5,540,552
   Current portion of long-term debt payable to employees                             0
                                                                                                     190,452
   Accounts payable                                                           3,341,712
                                                                                                   4,154,106
   Accrued salaries and payroll taxes                                         2,292,542
                                                                                                   1,837,880
   Other accrued liabilities                                                  1,098,859
                                                                                                   1,406,033
                                                                     -------------------     ----------------
Total current liabilities                                                    12,094,167
                                                                                                  14,257,940

Long-term debt, net of current portion                                        4,886,435
                                                                                                   5,755,502
Long-term debt payable to employees, net of current portion                           0
                                                                                                     501,783
Common stock to be issued                                                             0
                                                                                                   4,700,262
                                                                     -------------------     ----------------
Total Liabilities                                                            16,980,602
                                                                                                  25,215,487
                                                                     -------------------     ----------------

Commitments and contingencies (Note 13)

Stockholders' Equity
   Preferred stock, par value $.01 per share:
      Authorized shares - 10,000,000; none issued                                     0
                                                                                                           0
   Common stock, par value $.05 per share:
      Authorized shares - 50,000,000 and 10,000,000
      Issued and outstanding- 9,650,515 and 7,299,245 shares                    482,526
                                                                                                     364,962
   Paid-in capital                                                           21,723,628
                                                                                                  17,364,263
   Accumulated deficit                                                     (15,832,671)         (16,742,429)
                                                                     -------------------     ----------------
Total Stockholders' Equity                                                    6,373,483
                                                                                                     986,796
                                                                     -------------------     ----------------

Total Liabilities and Stockholders' Equity                               $   23,354,085      $    26,202,283
                                                                     ===================     ================
</TABLE>

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


<PAGE>


                                         UCI Medical Affiliates, Inc.
                                     Consolidated Statements of Operations


<TABLE>
<S>                                                         <C>                     <C>                    <C>
                                                                            For the Years Ended September 30,
                                                             -----------------------------------------------------------------
                                                                   1999                    1998                   1997
                                                             -----------------      -------------------    -------------------

Revenues                                                        $  40,470,462            $  37,566,037          $  27,924,772
Operating costs                                                    35,975,055               39,094,276             26,466,294
                                                             -----------------      -------------------    -------------------
Operating margin                                                    4,495,407              (1,528,239)              1,458,478

General and administrative expenses                                    94,431                  113,172                153,445
Realignment and other expenses                                              0                3,702,546
                                                                                                                            0
Depreciation and amortization                                       1,954,109                1,950,148              1,250,349
                                                             -----------------      -------------------    -------------------
Income (loss) from operations                                       2,446,867              (7,294,105)                 54,684

Other income (expenses)
   Interest expense, net of interest income                       (1,471,864)              (1,463,792)              (812,749)
   Gain (loss) on disposal of equipment                              (65,245)                    1,936                  8,809
                                                             -----------------      -------------------    -------------------
Other income (expense)                                            (1,537,109)              (1,461,856)              (803,940)

Income (loss) before income tax (expense) benefit                     909,758              (8,755,961)              (749,256)
Income tax (expense) benefit                                                0              (1,752,182)                665,530
                                                             =================      ===================    ===================
Net income (loss)                                                 $   909,758            $(10,508,143)       $       (83,726)
                                                             =================      ===================    ===================

Basic and diluted earnings (loss) per share                                 $       $           (1.61)                      $
                                                                          .11                                           (.02)
                                                             =================      ===================    ===================

Basic weighted average common shares outstanding                    8,536,720                6,545,016              5,005,081
                                                             =================      ===================    ===================

Diluted weighted average common shares outstanding                  8,543,515                6,545,016              5,005,081
                                                             =================      ===================    ===================
</TABLE>

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


<PAGE>


                                         UCI Medical Affiliates, Inc.
                     Consolidated Statements of Changes in Stockholders' Equity


<TABLE>
<S>                              <C>                 <C>               <C>                 <C>                  <C>
                                          Common Stock                   Paid-In            Accumulated
                                 --------------------------------
                                     Shares           Par Value          Capital              Deficit               Total
                                 ----------------    -------------    ---------------    ------------------    ----------------

                                 ----------------    -------------    ---------------    ------------------    ----------------
Balance, September 30, 1996            4,807,807       $  240,390      $  13,732,393     $     (6,150,560)       $   7,822,223
                                 ----------------
                                                     -------------    ---------------    ------------------    ----------------
   Net income (loss)                                                                                                  (83,726)
                                              --               --                 --              (83,726)
   Issuance of common stock              937,162           46,858          1,703,142                    --           1,750,000
   Other                                                                                                --
                                             (4)               --                 --                                        --
                                 ----------------    -------------    ---------------    ------------------    ----------------
Balance, September 30, 1997            5,744,965          287,248         15,435,535           (6,234,286)           9,488,497
                                 ----------------    -------------    ---------------    ------------------    ----------------
   Net income (loss)                                                                          (10,508,143)        (10,508,143)
                                              --               --                 --
   Issuance of common stock            1,554,280           77,714          1,928,728                    --           2,006,442
                                 ----------------    -------------    ---------------    ------------------    ----------------
Balance, September 30, 1998            7,299,245          364,962         17,364,263          (16,742,429)             986,796
                                 ----------------    -------------    ---------------    ------------------    ----------------
   Net income (loss)                                                                               909,758             909,758
                                              --               --                 --
   Issuance of common stock            2,901,396          145,070          4,555,192                    --           4,700,262
   Retirement of common stock          (550,126)         (27,506)          (195,827)                    --           (223,333)
                                 ----------------    -------------    ---------------    ------------------    ----------------
Balance, September 30, 1999            9,650,515      $   482,526      $  21,723,628      $   (15,832,671)       $   6,373,483
                                 ================    =============    ===============    ==================    ================
</TABLE>

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

<PAGE>


                                          UCI Medical Affiliates, Inc.
                                     Consolidated Statements of Cash Flows
<TABLE>
<S>                                                             <C>                   <C>                  <C>
                                                                            For the Years Ended September 30,
                                                                -----------------------------------------------------------
                                                                      1999                 1998                 1997
                                                                ------------------    ----------------     ----------------
Operating activities:
Net income (loss)                                                      $  909,758       $(10,508,143)       $     (83,726)
Adjustments to reconcile net income (loss) to net
   cash provided by  (used in) operating activities:
      (Gain) loss on disposal of equipment                                 65,245
                                                                                              (1,936)              (8,809)
      Provision for losses on accounts receivable                       2,289,187           2,978,024            1,106,252
      Depreciation and amortization                                     1,954,109           1,950,148            1,250,349
      Deferred taxes                                                            0           1,752,182            (700,000)
      Realignment and other expenses                                            0           3,724,215
                                                                                                                         0
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                         (1,900,310)         (4,337,212)          (2,679,489)
   (Increase) decrease in inventory                                      (99,977)            (40,466)             (83,521)
   (Increase) decrease in prepaid expenses and other
      current assets                                                      126,942           (256,092)            (137,833)
   Increase (decrease) in accounts payable and accrued
      expenses                                                          (699,626)           3,244,172              876,253
                                                                ------------------    ----------------     ----------------

Cash provided by (used in) operating activities                         2,645,328         (1,495,108)            (460,524)
                                                                ------------------    ----------------     ----------------

Investing activities:
Purchases of property and equipment                                     (617,566)           (334,121)            (531,941)
Disposals of property and equipment                                        41,083
                                                                                                3,500
Acquisitions of goodwill                                                 (73,763)         (1,090,978)            (286,896)
(Increase) decrease in other assets                                       202,177              22,701               11,042
                                                                ------------------    ----------------     ----------------

Cash used in investing activities                                       (448,069)         (1,398,898)            (807,795)
                                                                ------------------    ----------------     ----------------

Financing activities:
Proceeds from issuance of common stock,
   net of redemptions                                                           0           1,102,072              600,000
Net borrowings (payments) under line-of-credit agreement                (767,704)             539,899            2,030,844
Proceeds from increase in long-term debt                                        0           2,091,232              280,000
Increase (decrease) in book overdraft                                   (325,660)           1,122,243              218,837
Payments on long-term debt                                            (1,373,659)         (1,859,030)          (1,865,533)
                                                                ------------------    ----------------     ----------------

Cash provided by (used in) financing activities                       (2,467,023)           2,996,416            1,264,148
                                                                ------------------    ----------------     ----------------

Increase (decrease) in cash and cash equivalents                        (269,764)             102,410
                                                                                                                   (4,171)
Cash and cash equivalents at beginning of year                            335,923             233,513              237,684
                                                                ------------------    ----------------
                                                                ------------------    ----------------     ----------------

Cash and cash equivalents at end of year                         $         66,159        $    335,923          $   233,513
                                                                ==================    ================     ================
</TABLE>

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


<PAGE>



                                         UCI MEDICAL AFFILIATES, INC.
                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       Significant Accounting Policies

Basis of Presentation

The  consolidated  financial  statements  include  the  accounts  of UCI Medical
Affiliates,  Inc.  ("UCI"),  UCI  Medical  Affiliates  of South  Carolina,  Inc.
("UCI-SC"),  UCI Medical Affiliates of Georgia, Inc. ("UCI-GA"),  Doctor's Care,
P.A., Doctor's Care of Georgia, P.C., and Doctor's Care of Tennessee,  P.C. (the
three  together as the "P.A." and  together  with UCI,  UCI-SC and  UCI-GA,  the
"Company").  Because of the corporate practice of medicine laws in the states in
which the Company  operates,  the Company  does not own  medical  practices  but
instead enters into exclusive long-term  management services agreements with the
P.A.  which  operate  the  medical  practices.  Consolidation  of the  financial
statements  is  required  under  Emerging  Issues  Task Force  (EITF)  97-2 as a
consequence of the nominee  shareholder  arrangement that exists with respect to
each of the P.A.'s. In each case, the nominee (and sole) shareholder of the P.A.
has entered  into an  agreement  with  UCI-SC or UCI-GA,  as  applicable,  which
satisfies  the  requirements  set forth in  footnote 1 of EITF  97-2.  Under the
agreement, UCI-SC or UCI-GA, as applicable, in its sole discretion, can effect a
change in the nominee shareholder at any time for a payment of $100 from the new
nominee shareholder to the old nominee shareholder, with no limits placed on the
identity of any new nominee  shareholder and no adverse impact  resulting to any
of UCI-SC, UCI-GA or the PA resulting from such change.

In addition to the nominee  shareholder  arrangements  described above,  each of
UCI-SC and UCI-GA have entered into  Administrative  Service Agreements with the
P.A.'s.  As a  consequence  of the  nominee  shareholder  arrangements  and  the
Administrative  Service  Agreements,  the  Company  has  a  long-term  financial
interest in the affiliated  practices of the P.A.'s  through the  Administrative
Services  Agreement,  the Company has exclusive  authority over decision  making
relating  to all major  on-going  operations.  The  Company  establishes  annual
operating and capital  budgets for the PA and  compensation  guidelines  for the
licensed medical professionals.  The Administrative  Services Agreements have an
initial term of forty  years.  According  to EITF 97-2 the  application  of FASB
Statement No. 94 (Consolidation of All Majority-Owned Subsidiaries), and APB No.
16  (Business  Combinations),  the Company must  consolidate  the results of the
affiliated  practices with those of the Company.  All  significant  intercompany
accounts and transactions are eliminated in consolidation,  including management
fees.

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

The P.A.  enters into  employment  agreements  with physicians for terms ranging
from one to ten years.  All  employment  agreements  have clauses that allow for
early termination of the agreement if certain events occur such as the loss of a
medical license.  Over 79% of the physicians employed by the P.A. are paid on an
hourly basis for time scheduled and worked at the medical  centers,  while other
physicians  are salaried.  Approximately  25 of the  physicians  have  incentive
compensation  arrangements  which are  contractually  based upon factors such as
productivity, collections and quality.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and revenues and expenses
and the disclosure of contingent  assets and  liabilities.  Actual results could
differ from those estimates and assumptions. Significant estimates are discussed
in these footnotes, as applicable.

The Company operates as one segment.

Medical Supplies and Drug Inventory

The  inventory of medical  supplies and drugs is carried at the lower of average
cost (first in, first out) or market.

Property and Equipment

Depreciation  is  provided  principally  by the  straight-line  method  over the
estimated useful lives of the assets, ranging from three to thirty years.

Maintenance,  repairs and minor renewals are charged to expense.  Major renewals
or betterments, which prolong the life of the assets, are capitalized.

Upon disposal of  depreciable  property,  the asset  accounts are reduced by the
related cost and  accumulated  depreciation.  The resulting gains and losses are
reflected in the consolidated statements of operations.

Intangible Assets

Prior to  September  30,  1994,  the  excess of cost  over fair  value of assets
acquired (goodwill) was amortized on the straight-line  method over periods from
15 to 30 years.  Since October 1, 1994,  goodwill arising from  acquisitions has
been  amortized on the straight  line method over 15 years.  During  fiscal year
1998,  the Company  changed  prospectively  the  estimated  life recorded on all
goodwill  acquired  prior to  September  30, 1994 to a maximum life of 15 years.
This reduced net income by approximately $252,000 for fiscal year 1998.

Long-Lived Assets

The Company  periodically  evaluates whether later events and circumstances have
occurred that indicate that the remaining balance of long-lived assets including
goodwill and property and equipment may not be recoverable or that the remaining
useful life may warrant  revision.  The  Company's  evaluation is performed at a
center level.  When external  factors indicate that a long-lived asset should be
evaluated for possible  impairment,  the Company uses an estimate of the related
center's  undiscounted  cash flows to determine if an impairment  exists.  If an
impairment  exists, it is measured based on the difference  between the carrying
amount and fair value of the sums of  expected  future  discounted  cash  flows.
Examples of external  factors  that are  considered  in  evaluation  of possible
impairment include  significant  changes in the third party payor  reimbursement
rates and unusual  turnover or  licensure  difficulties  of clinical  staff at a
center.

Revenue Recognition

Revenue is recognized  at estimated  net amounts to be received from  employers,
third party  payors,  and others at the time the related  services are rendered.
Capitation  payments from payors are paid monthly and are  recognized as revenue
during the period in which  enrollees  are  entitled  to receive  services.  The
Company  recognizes  capitation revenue from HMOs that contract with the Company
for the delivery of health care  services on a monthly  basis.  This  capitation
revenue  is  at  the  contractually  agreed-upon  per-member,  per-month  rates.
Capitation revenue was approximately $1,400,000,  $2,700,000, and $3,100,000 for
the fiscal years ended  September  30, 1999,  1998 and 1997,  respectively.  The
Company  records  contractual  adjustments  at the time bills are  generated for
services rendered.  Third parties are billed at the discounted amounts. As such,
estimates  of  outstanding  contractual  adjustments  or any type of third party
settlements of contractual adjustments are not necessary.



<PAGE>


Income (Loss) Per Share

The  computation  of basic  income  (loss)  per  share is based on the  weighted
average number of common shares  outstanding  during the period.  Diluted income
per share is similar to basic  income  (loss) per share except that the weighted
average  common shares  outstanding is increased to include the number of shares
that would have been  outstanding had the dilutive  potential common shares been
issued, such as common stock options and warrants.

Income Taxes

Deferred tax assets and liabilities are recorded based on the difference between
the financial  statement and tax bases of assets and  liabilities as measured by
the  enacted  tax  rates  which  are  anticipated  to be in  effect  when  these
differences  reverse.  The deferred tax (benefit) provision is the result of the
net  change in the  deferred  tax  assets to amounts  expected  to be  realized.
Valuation  allowances are provided  against deferred tax assets when the Company
determines  it is more likely than not that the  deferred  tax asset will not be
realized.

Cash and Cash Equivalents

The Company considers all short-term deposits with a maturity of three months or
less at acquisition date to be cash equivalents.

Fair Value of Financial Instruments

The estimated  fair value of financial  instruments  has been  determined by the
Company  using  available   market   information   and   appropriate   valuation
methodologies.  However,  considerable judgment is required in interpreting data
to develop the estimates of fair value.  Accordingly,  the  estimates  presented
herein are not  necessarily  indicative  of the amounts  that the Company  could
realize in a current market exchange.  The fair value estimates presented herein
are based on pertinent  information  available to management as of September 30,
1999 and 1998.  Although  management  is not  aware of any  factors  that  would
significantly  affect the estimated  fair value  amounts,  such amounts have not
been  comprehensively  revalued for purposes of these financial statements since
that date and current estimates of fair value may differ  significantly from the
amounts presented herein. The fair values of the Company's financial instruments
are estimated based on current market rates and  instruments  with the same risk
and  maturities.  The  fair  values  of  cash  and  cash  equivalents,  accounts
receivable,  accounts  payable,  notes  payable and payables to related  parties
approximate the carrying values of these financial instruments.

Reclassifications

Certain 1998 and 1997 amounts  have been  reclassified  to conform with the 1999
presentation.

Note 2.  Going Concern Matters

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the  normal  course  of  business.  As  shown  in the  financial
statements,  the  Company  has a  working  capital  deficiency,  an  accumulated
deficit, a line of credit agreement which expires in March 2000, and the Company
is  currently  in  violation  of a loan  covenant  related to the line of credit
agreement.  Ultimately,  the Company's viability as a going concern is dependent
upon its ability to continue to generate  positive  cash flows from  operations,
maintain adequate working capital and obtain satisfactory long-term financing.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.  The Company plans include
the  following,  although it is not possible to predict the ultimate  outcome of
the Company's  efforts.  The Company is currently  seeking  sources of financing
from other  financing  sources  with terms more  suitable  and  favorable to the
Company's financing  requirements.  The Company anticipates that a new financing
arrangement  will be in place prior to the  expiration  of the  current  line of
credit  agreement.  The Company's  management  believes that due to the improved
financial results for 1999 and the existence of an adequate asset base,  lenders
will be  interested in finalizing a financial  agreement  more  favorable to the
Company. The Company expects to have availability of the existing line of credit
until the expiration date of the credit agreement.

3.       Property and Equipment

Property and equipment consists of the following at September 30:
<TABLE>
<S>                           <C>               <C>          <C>               <C>              <C>

                                                  September 30, 1999                 September 30, 1998
                                             ------------------------------   ---------------------------------

                               Useful Life
                                  Range                         Accum                               Accum
                                (in years)       Cost        Depreciation          Cost         Depreciation
                                   5-40           $412,750         $59,781
Building                                                                      $       437,583                $
                                                                                                        49,672
                                   N/A              66,000               0
Land                                                                                   66,000                0
                                   5-39          1,128,841         694,406
Leasehold Improvements                                                              1,055,715          510,945
                                   1-5           1,447,516         731,348
Furniture & Fixtures                                                                1,309,483          520,683
                                   1-5           1,404,267         835,735
EDP - Companion                                                                     1,464,985          623,376
                                   1-5             898,973         485,500
EDP - Other                                                                           733,539          366,338
                                   5-10          3,527,323       1,671,350
Medical Equipment                                                                   3,495,054        1,345,783
                                   1-5             797,332         418,688
Other Equipment                                                                       640,458          326,619
                                   3-10             35,099          24,650
Autos                                                                                  35,099           19,449
                                             ============== ===============   ================ ================
                                                $9,718,101      $4,921,458
Totals                                                                          $   9,237,916   $    3,762,865
                                             ============== ===============   ================ ================
</TABLE>

At September  30, 1999 and 1998  capitalized  leased  equipment  included  above
amounted  to  approximately  $3,904,000  and  $3,776,000,   net  of  accumulated
depreciation of $1,961,000 and $1,470,000, respectively.

     Depreciation expense equaled $1,209,262,  $1,092,579,  and $796,179 for the
years ended September 30, 1999, 1998 and 1997, respectively.

4.       Business Combinations

During the fiscal year ended  September 30, 1998,  the Company  acquired the net
assets of 12 medical  practices,  and in most  cases,  entered  into  employment
agreements  with the physician  owners of those  practices.  The Company  values
stock  issued  in  business  combinations  based  on  the  market  price  of the
securities  over a two to three day period before and after the  companies  have
reached  agreement on the purchase price and the  transaction is announced.  The
acquisitions  were  accounted for under the purchase  method,  and the financial
activity  since the date of  acquisition  of these  acquired  practices has been
included in the accompanying consolidated financial statements. The combined pro
forma  results  listed  below  reflect  purchase  price  accounting  adjustments
assuming  the  acquisitions  occurred  at the  beginning  of  each  fiscal  year
presented.  Individual  pro  forma  disclosures  are  not  provided  here as the
information is deemed to be insignificant for separate presentation.

Refer to Note 13 for  details  regarding  business  combinations  in fiscal year
1997.

                                           Unaudited

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

                                           1998                 1997
                                  ----------------    -----------------
                                                          $ 35,571,950
Revenue                           $41,216,534
                                                          $ (2,854,912)
Net income (loss)                $(12,177,005)

Basic earnings (loss) per share  $(1.86)                     $ (0.53)

The  Company  acquired  substantially  all the assets of  MainStreet  Healthcare
Corporation  ("MHC")  effective for  accounting  purposes as of May 1, 1998 (the
"Acquisition").  The closing of the  Acquisition  was completed on May 13, 1998.
This  Acquisition  is part of the above  unaudited  pro forma  presentation.  As
partial  consideration for the Acquisition,  the Company delivered to MHC at the
closing of the Acquisition a Conditional  Delivery  Agreement (the  "Conditional
Delivery  Agreement")  by and between the  Company  and MHC which  requires  the
Company to issue to MHC 2,901,396 shares of the common stock of the Company upon
the approval to increase the number of  authorized  shares of the Company by the
shareholders.

The Company  treated the  Acquisition as a purchase for accounting  purposes per
APB 16. Total  consideration  amounted to  $5,255,347,  consisting  of 2,901,396
shares of common stock of the Company  valued at $1.62 per share, a cash payment
of $450,010,  note payable of $800,000  bearing interest per annum at 10.5%, due
October 1, 1998 and acquisition related expense of approximately  $894,000.  The
excess  purchase  price over the fair value of assets of $5,492,404 is amortized
using the  straight-line  method over 15 years.  The Company has  reflected  the
obligation to issue the common shares under the Conditional  Delivery  Agreement
as a long term liability  described as common stock to be issued.  The stock was
issued upon shareholder approval in February 1999.

The Company also purchased the assets of other  physician  practices  during the
year ended September 30, 1998. The total purchase price of the  acquisitions was
$1,118,760 including  acquisition related costs. The purchase price consisted of
cash of $17,468, notes payable to the physicians of $159,536 and the issuance of
common  stock of  $829,370.  The  excess  purchase  price over the fair value of
assets acquired of the practices is amortized over a 15-year period.

The  purchase  price for all asset  purchases  has been  allocated to the assets
purchased,  and  liabilities  assumed based upon the fair values on the dates of
acquisitions as follows:

                 Working capital, other than cash             $        289,390
                 Property and equipment
                                                              157,295
                 Goodwill
                                                              685,910
                 Other assets
                                                              264,130
                 Liabilities assumed
                                                              (277,965)
                                                              =================
                 Purchase price                               $     1,118,760
                                                              =================

5.       Income Taxes

The  components of the (benefit)  provision for income taxes for the years ended
September 30 are as follows:

                                    1999                 1998
                              -------------        ---------------

Deferred:
                              $         0
   Federal                                              $1,610,113
                                       0
   State                                                   142,069
                                =============        ===============
                               $          0
Total income tax expense (benefit)                      $1,752,182
                                =============        ===============

Deferred taxes result from temporary  differences in the  recognition of certain
items  of  income  and  expense,  and the  changes  in the  valuation  allowance
attributable to deferred tax assets.

At  September  30,  1999,  1998 and  1997  the  Company's  deferred  tax  assets
(liabilities) and the related valuation allowances are as follows:
<TABLE>
<S>                                       <C>                    <C>                  <C>
                                                 1999
                                                                       1998                1997
                                           ------------------    -----------------    ----------------
                                                 $   548,533        $   1,302,267
Accounts receivable                                                                    $      325,033
                                                       9,512
Other                                                                      52,604
                                                                                               58,420
                                                   5,860,524
Operating loss carryforwards                                            4,069,762           2,993,578
                                                   (200,761)
Fixed assets                                                              923,200
                                                                                            (279,548)
Accounts payable                                     104,670              295,068
                                                                                                    0
                                                                 -----------------    ----------------
                                           ==================
                                                  $6,322,478
                                                                    $   6,642,901       $   3,097,483
                                           ==================    =================    ================


                                                  $6,322,478
Valuation allowance                                                 $   6,642,901       $   1,345,301
                                           ==================    =================    ================
</TABLE>

The principal  reasons for the differences  between the consolidated  income tax
(benefit)  expense and the amount  computed by applying  the  statutory  federal
income tax rate of 34% to pre-tax  income  were as follows  for the years  ended
September 30:
<TABLE>
<S>                                        <C>                    <C>                 <C>
                                                 1999
                                                                       1998                1997
                                           ------------------    -----------------    ----------------
                                                 $   309,318
Tax at federal statutory rate                                       $ (2,977,027)        $  (254,747)

Effect on rate of:
                                                    (66,442)
  Amortization of goodwill                                                893,281              67,528
                                                      50,752
  Non deductible expenses                                                  33,502              12,068
                                                         815
  Life insurance premiums                                                     887                 815
                                                      25,980
  State income taxes & other                                            (262,679)             114,882
                                                           0
  Acquisitions of medical practices                                   (1,233,382)                   0
                                                   (320,423)
  Change in valuation allowance                                         5,297,600           (606,076)
                                           ==================    =================    ================
                                            $              0
                                                                   $    1,752,182        $  (665,530)
                                           ==================    =================    ================
</TABLE>

At  September  30,  1999,   the  Company  has  net  tax  operating   loss  (NOL)
carryforwards expiring in the following years ending September 30,


2000            $       910,935

2001                  1,783,595

2002                  1,802,220

2003                    458,112

2005                    470,006

2006                     76,306

2010                  1,944,371

2012                    645,206
2018

                      2,908,607
2019                  4,839,897
                ----------------

                    $15,839,255
                ================

During the year ended  September 30, 1996, the Company  experienced an ownership
change which limits the amount of net operating losses the Company may use on an
annual  basis for income tax  purposes.  The  Company  may use  $893,507  of net
operating losses on an annual basis.

The Company has $8,450 of investment  tax credit  carryforwards  which expire in
2000.

In determining  that it was more likely than not that the recorded  deferred tax
asset would be realized, management of the Company considered the following:

               Recent historical operations results.

               The  budgets  and  forecasts  that  management  and the  Board of
              Directors had adopted for the next fiscal year.

               The ability to utilize NOL's prior to their expiration.

               The  potential  limitation of NOL  utilization  in the event of a
change in ownership.

               The  generation  of  future  taxable  income  in excess of income
              reported on the consolidated financial statements.

A valuation allowance of $6.3 million and $6.6 million at September 30, 1999 and
1998,  respectively,  remained  necessary in the judgement of management because
the factors noted above (i.e. forecasts) did not support the utilization of less
than a full valuation allowance.




<PAGE>


6.       Long-Term Debt

Long-term debt consists of the following at September 30:

<TABLE>
<S>                                                                          <C>                  <C>
                                                                                   1999                 1998
                                                                             -----------------    -----------------
Revolving  line of credit with a financial  institution in the maximum amount of
$7,000,000  dated March 24, 1998,  bearing interest at a rate of prime plus 2.5%
(prime  rate is 8.25% as of  September  30,  1999),  collateralized  by accounts
receivable  from third party payors , fixed  assets,  and  inventory,  renewable
annually after first term of two years.
Availability is limited by accounts receivable type and age as defined in          $2,678,039         $  3,445,743
the agreement.

Convertible  subordinated  debenture (to the Company's common stock at $3.20 per
share) with a national physician practice  management  company, in the amount of
$1,500,000, dated October 6, 1997, interest only payable
annually at the rate of 6.5%, maturing October 5, 2002.                             1,500,000            1,500,000


Note payable in the amount of  $1,600,000  with monthly  installments  of $8,889
plus interest at prime plus 6% (prime rate is 8.25 % as of
September 30, 1999), through February 1, 2009 collateralized by accounts            1,021,889            1,102,222
receivable from patients and leasehold interests and the guarantee of the
P.A.

Note  payable to  MainStreet  Healthcare  Corporation  in the amount of $800,000
dated July 31, 1998, payable in monthly installments of interest
only at a rate of 10.5% maturing January 31, 2000.                                    593,579              800,000

Note  payable  to a  financial  institution  in the  amount of  $500,000,  dated
February 23, 1999, payable in monthly  installments of principal and interest at
a rate of prime plus 1% (prime rate is 8.25% as of September 30, 1999)  maturing
on March 15, 2000, collateralized by common stock of
the Company owned by the President as well as a life insurance policy of              450,000              500,000
president of the Company.


Note payable to Companion  Property & Casualty Insurance Company (a shareholder)
in the amount of $400,000, with monthly installments of
$4,546 (including 11% interest) from April 1, 1995 to March 1, 2010,                  337,446              353,888
collateralized by accounts receivable from patients.



Note payable to a financial  institution in the amount of $280,000,  dated March
11, 1997, with monthly  installments  (including  interest at a variable rate of
prime plus 1%) (prime  rate is 8.25% as of  September  30,  1999) of $3,100 from
April 1997 to February 2002, with a final payment of
all remaining principal and accrued interest due in March 2002,                       249,520              263,525
collateralized by a mortgage on one of the Company's medical facilities.



Note payable to a financial  institution  in the amount of $293,991,  payable in
monthly installments of principal and interest at a rate of prime plus
 .5%, maturing on January 1, 2005, personally guaranteed by three former               227,113              263,915
physician employees of the P.A.


Note payable in the amount of $250,000 with monthly  installments of $1,389 plus
interest at prime plus 2% (prime rate is 8.25% as of September 30,
1999), through February 1, 2009 collateralized by a condominium.                            0              172,222


</TABLE>

<PAGE>


<TABLE>
<S>                                                                           <C>                 <C>
                                                                                   1999                 1998
                                                                             -----------------    -----------------


Note payable in the amount of $43,500 dated September 1, 1997, with
monthly installments (including 8% interest) of $1,500, payable from                   17,302
January 1998 to September 2000.                                                                             31,966



Notes payable in monthly installments over three to four years at interest 4,091
rates ranging from 3.9% to 10.5%, collateralized by related vehicles.
                                                                                                            10,060

Note payable to a former physician employee of the P.A. in the amount of
$90,536 with monthly installments (including 6.5% interest) of $2,468 from
December 1997 to April 2001.                                                           42,225                    0

Note payable to a former physician employee of the P.A. in the amount of
$69,000 with monthly installments of $1,500 plus interest at 6.5% from
December 1997 to September 2001.                                                       34,500                    0
                                                                             -----------------    -----------------

                                                                                    7,155,704            8,443,541
     Subtotal



Note payable to a physician employee of the P.A. in the amount of $294,000
with monthly installments (including 8.5% interest) of $6,032 from August                   0              236,090
1997 to August 2002.



Note payable to a physician employee of the P.A. in the amount of $294,000
with monthly installments (including 8.5% interest) of $6,032 from August                   0              236,090
1997 to August 2002.

Note payable to a physician employee of the P.A. in the amount of $110,000
with monthly installments (including 6% interest) of $3,346 from April
1998 to March 2001.                                                                         0
                                                                                                            89,741

Note payable to a former physician employee of the P.A. in the amount of
$90,536 with monthly installments (including 6.5% interest) of $2,468 from
December 1997 to April 2001.                                                                0
                                                                                                            68,179

Note payable to a former physician employee of the P.A. in the amount of
$69,000 with monthly installments of $1,500 plus interest at 6.5% from
December 1997 to September 2001.                                                            0
                                                                                                            52,500


Note payable to a physician employee of the P.A. in the amount of $12,000
with monthly installments (including 8.5% interest) of $246 from August                     0
1997 to August 2002.                                                                                         9,635
                                                                             -----------------    -----------------

                                                                                            0              692,235
     Subtotal - payable to employees


                                                                                    2,288,528            2,852,513
Capitalized lease obligations
                                                                             -----------------    -----------------
                                                                                    9,444,232           11,988,289

                                                                                  (4,557,797)          (5,540,552)
Less, current portion
                                                                                            0            (190,452)
Less, current portion payable to employees
                                                                             -----------------    -----------------
                                                                                   $4,886,435        $   6,257,285

                                                                             =================    =================
</TABLE>



<PAGE>


     Aggregate  maturities  of notes  payable and capital  leases in each of the
five years 2000 through 2004 are as follows:
<TABLE>
<S>                                  <C>                 <C>                   <C>
                                      Notes Payable      Capital Leases
Year ending September 30:                                                          Total
                                     ----------------    ----------------     ----------------
                                         $ 3,870,914        $    686,883          $ 4,557,797
     2000
                                             107,045             556,072              663,117
     2001
                                              80,502             455,189              535,691
     2002
                                           1,585,513             374,596            1,960,109
     2003
                                              71,104             190,711              261,815
     2004
                                           1,440,626              25,077            1,465,703
Thereafter
                                     ================    ================     ================
                                         $ 7,155,704         $ 2,288,528         $  9,444,232

                                     ================    ================     ================
</TABLE>

As of September  30, 1999,  the Company had borrowed  approximately  the maximum
allowable  amount under its operating line of credit and was in violation of one
of its debt covenants.  The covenant  requires that the net worth of the Company
did not drop below  $7,650,000.  This line of credit  expires under its original
terms on March 24, 2000 and the Company is  currently in  negotiations  with its
current lender and various other potential lenders to refinance this debt.

7.       Employee Benefit Plans

The Company has an employee savings plan ( the "Savings Plan") that qualifies as
a deferred salary arrangement under Section 401(k) of the Internal Revenue Code.
Under the Savings  Plan,  participating  employees  may defer a portion of their
pretax earnings,  up to the Internal Revenue Service annual  contribution limit.
Effective January 1, 1997, the Company increased its matching  contribution from
50% to 75% of each  employee's  contribution  up to a  maximum  of  3.75% of the
employee's  earnings.   The  Company's  matching  contributions  were  $159,201,
$182,681, and $172,792 in fiscal years 1999, 1998, and 1997, respectively.

During June 1997,  the Company's  Board of Directors  approved the  UCI/Doctor's
Care  Deferred  Compensation  Plan (the "Plan") for key employees of the Company
with an effective  date of June 1998. To be eligible for the Plan, key employees
must have completed three years of full-time employment and hold a management or
physician  position that is required to obtain specific  operational  goals that
benefit the  corporation  as a whole.  Under the Plan, key employees may defer a
portion of their  after tax  earnings  with the Company  matching  two times the
employee's  contribution  percentage.  The Company's  matching  contribution was
$49,640 and $34,189 in fiscal years 1999 and 1998, respectively.

Pursuant to the  Company's  incentive  stock option plan  adopted in 1994,  (the
"1994 Plan"),  "incentive  stock options",  within the meaning of Section 422 of
the Internal Revenue Code, may be granted to employees of the Company.  The 1994
Plan provides for the granting of options for the purchase of 750,000  shares at
100% of the fair  market  value of the stock at the date of grant (or for 10% or
higher  shareholders,  at 110% of the fair market value of the stock at the date
of grant).  Options granted under the 1994 Plan vest at a rate of 33% in each of
the three years following the grant.  Vested options become exercisable one year
after the date of grant  and can be  exercised  within  ten years of the date of
grant, subject to earlier termination upon cessation of employment.

During  the  fiscal  year  ended  September  30,  1996,  the  Company  adopted a
Non-Employee Director Stock Option Plan (the "1996 Non-Employee Plan"). The 1996
Non-Employee  Plan  provides  for the  granting  of options to two  non-employee
directors for the purchase of 10,000 shares of the Company's common stock at the
fair market value as of the date of grant.  Under this plan,  5,000 options were
issued to Harold H.  Adams,  Jr.  and 5,000  options  were  issued to Russell J.
Froneberger. These options are exercisable during the period commencing on March
20, 1999 and ending on March 20, 2006.

During  the  fiscal  year  ended  September  30,  1997,  the  Company  adopted a
Non-Employee Director Stock Option Plan (the "1997 Non-Employee Plan"). The 1997
Non-Employee  Plan  provides  for the  granting of options to four  non-employee
directors for the purchase of 20,000 shares of the Company's common stock at the
fair market  value of the date of grant.  Under this plan,  5,000  options  were
issued and are  outstanding as of September 30, 1998 to Thomas G. Faulds,  Ashby
Jordan,  M.D., and Charles M. Potok.  These options are  exercisable  during the
period commencing on March 28, 2000 and ending on March 28, 2007.

Please  refer  to  Note  8,  "Stockholders'  Equity"  for  activity  information
regarding these four stock option plans.

8.       Stockholders' Equity

On June 30, 1994,  the  Company's  shareholders  approved an amendment to, and a
restatement of, the Restated Certificate of Incorporation to provide for a 1 for
5 reverse stock split.  The Amended and Restated  Certificate  of  Incorporation
increased  the number of  authorized  shares of common  stock from  4,000,000 to
10,000,000  (as  adjusted for the reverse  stock split as  discussed  above) and
increased  the par value per share of common  stock from one cent ($.01) to five
cents ($.05). In addition, the Amended and Restated Certificate of Incorporation
authorized  the  Company  to issue up to  10,000,000  shares  of $.01 par  value
preferred  stock to be issued in one or more  series.  The Board of Directors is
authorized, without further action by the stockholders, to designate the rights,
preferences,  limitations  and  restrictions  of and upon shares of each series,
including  dividend voting,  redemption and conversion rights. All references in
the financial  statements to average  number of shares  outstanding  and related
prices,  per share  amounts,  common  stock and stock option plan data have been
restated to reflect the split . In February 1999, the  shareholders  approved an
increase in the number of authorized  shares to 50,000,000.  The following table
summarizes  activity and weighted  average fair value of options granted for the
three previous  fiscal years for the Company's four stock option plans.  (Please
refer also to Note 7, "Employee Benefit Plans.")


<PAGE>



<TABLE>
<S>                                <C>        <C>      <C>        <C>     <C>         <C>        <C>          <C>

                                                                          1996        1996 Non-   1997        1997 Non-
                                    1984      1984     1994       1994    Non-Employee Employee   Non-Employee Employee
       Stock Options                Plan      Plan     Plan       Plan       Plan        Plan        Plan        Plan
-----------------------------                -------            ---------             ----------- ----------- -----------
                                  ----------         ----------           -----------

Outstanding at 09/30/96              12,800            359,500                10,000



   Granted FY 96/97                       0            445,500                     0                  20,000

   Forfeited FY 96/97                     0           (55,000)                     0                       0
                                  ----------         ----------           -----------             -----------

Outstanding at 09/30/97              12,800            750,000                10,000                  20,000
                                  ----------         ----------           -----------             -----------



   Exercisable at 09/30/97           12,800            164,500                     0                       0

   Weighted  average fair value of options  granted during fiscal year 96/97 for
    options whose exercise price:
(1)           (1)  equals                     N/A                $2.1608                 N/A                   $2.5000
fair value                                    N/A                 2.6250                 N/A                     N/A
    (2)  exceeds fair value


   Forfeited FY 97/98                                 (13,000)
                                      (500)                                        0                 (5,000)
                                  ----------         ----------           -----------             -----------
Outstanding at 09/30/98                                737,000
                                     12,300                                   10,000                  15,000
                                  ----------         ----------           -----------             -----------

   Exercisable at 09/30/98
                                     12,300                  0                     0                       0

   Forfeited FY 98/99                     0           (83,950)                                             0
                                                                                   0
                                  ----------         ----------           -----------             -----------
Outstanding at 09/30/99                                653,050
                                     12,300                                   10,000                  15,000
                                  ----------         ----------           -----------             -----------

   Exercisable at 09/30/99
                                     12,300                  0                     0                       0

</TABLE>

     The Company has not granted  options  under any plans  during  fiscal years
1999 and 1998 and there have been no shares  exercised  during  1999,  1998,  or
1997.


<PAGE>


The following  table  summarizes  the weighted  average  exercise price of stock
options exercisable at the end of each of the three previous fiscal years:

<TABLE>
<S>                                      <C>              <C>              <C>                    <C>
                                                                                 1996                  1997
          Weighted Average                                                 Non-Employee Plan       Non-Employee
           Exercise Price                 1984 Plan        1994 Plan                                   Plan
-------------------------------------    -------------    -------------    ------------------    ------------------



Outstanding at 09/30/96                         $ .25          $3.2797                 $3.50              $      0
                                         -------------    -------------    ------------------    ------------------



   Granted FY 96/97                                 0           2.1934                     0                  2.50

   Exercised FY 96/97                               0                0                     0                     0

   Forfeited FY 96/97                               0           3.3409                     0                     0
                                         -------------    -------------    ------------------    ------------------

Outstanding at 09/30/97                           .25           2.6320                  3.50                  2.50
                                         -------------    -------------    ------------------    ------------------



   Exercisable at 09/30/97                        .25           3.1591                     0                     0
                                         -------------    -------------    ------------------    ------------------

    Granted FY 97/98                                0                0                     0                     0
    Exercised FY 97/98                              0                0                     0                     0
    Forfeited FY 97/98                           0.25           3.2596                     0                  2.50
                                         -------------    -------------    ------------------    ------------------
Outstanding at 09/30/98                          0.25           2.6209                  3.50                  2.50
                                         -------------    -------------    ------------------    ------------------

    Exercisable at 09/30/98                      0.25                0                     0                     0
                                         -------------    -------------    ------------------    ------------------

    Granted FY 98/99                                0                0                     0                     0
    Exercised FY 98/99                              0                0                     0                     0
    Forfeited FY 98/99                              0           2.4143                     0                     0
                                         -------------    -------------    ------------------    ------------------
Outstanding at 09/30/99                          0.25           2.6475                  3.50                     0
                                         -------------    -------------    ------------------    ------------------

    Exercisable at 09/30/99                      0.25                0                     0                     0
                                         -------------    -------------    ------------------    ------------------
</TABLE>





<PAGE>


The following  table  summarizes  options  outstanding  and exercisable by price
range as of September 3, 1999:
<TABLE>
<S>                      <C>                  <C>               <C>             <C>              <C>

                                              Options Outstanding                          Options Exercisable
-------------------- --- --------------------------------------------------- -- ------------------------------

                                               Weighted-
                                                Average          Weighted                          Weighted
                                               Remaining          Average                           Average
                                              Contractual        Exercise                          Exercise
  Range of Price          Outstanding             Life             Price         Exercisable         Price
--------------------     ---------------     ---------------    ------------    --------------    ------------



$0.00 to $  .99                  12,300         3.25 years       $      .25            12,300          $  .25
                                173,375
$1.00 to $1.99                                  7.67                 1.9375                 0             N/A
                                335,675
$2.00 to $2.99                                  4.72                  2.560                 0             N/A
                                126,000
$3.00 to $3.99                                  4.65                  3.352                 0             N/A

$4.00 to $4.99                   43,000         2.68                  4.279                 0             N/A
                         ===============                                        ==============
                                690,350                                                12,300

                         ===============                                        ==============
</TABLE>


The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting  Standards  No.  123,  "Accounting  for  Stock-Based   Compensation."
Accordingly,  no  compensation  cost has been  recognized  for the stock  option
plans.  Had  compensation  costs  for the  Company's  stock  option  plans  been
determined  based on the fair value at the grant date for awards in fiscal 1998,
1997 and 1996  consistent with the provisions of SFAS No. 123, the Company's net
income and earnings  per share would have been reduced to the pro forma  amounts
indicated  below. The fair value of each option granted is estimated on the date
of grant using the Black-Scholes option-pricing model.

<TABLE>
<S>                                                <C>               <C>                   <C>
                                                               Fiscal Year Ended September 30
                                                   --------------------------------------------------------
                                                       1999
                                                                          1998                  1997
                                                   -------------    ------------------    -----------------


                                                       $909,758         $(10,508,143)
Net income (loss)  - as reported                                                              $   (83,726)
                                                        774,143          (10,687,809)
Net income (loss) - pro forma                                                                    (171,232)

Basic and diluted earnings (loss) per                       .11                (1.61)
    share - as reported


                                                                                                     (.02)

Basic and diluted earnings (loss) per                       .09                (1.63)
    share - pro forma                                                                                (.03)
                                                      8,536,720             6,545,016
Basic weighted average number of shares                                                          5,005,081
Diluted weighted average number of shares             8,543,515             6,545,016            5,005,081

</TABLE>


The fair value of each option  granted is  estimated  on the date of grant using
the Black-Scholes option-pricing model with the following assumptions:


Expected Dividend Yield
                                               0

Expected Stock Price Volatility                             35.77%

Risk-free Interest Rate                        5.45% to 6.75%

Expected Life of Options                                1 to 6
                                               years


During the year ended September 30, 1997, warrants for the purchase of shares of
the Company's  common stock were issued,  ranging in exercise price from $1.9375
to $5.00.  Fifty-five  thousand (55,000) warrants were issued in connection with
services to be rendered by an investor  relations  advisor to the  Company.  Two
hundred  fifty  thousand  (250,000)  warrants  were issued during the year ended
September  30, 1997 and cancelled  during the year ended  September 30, 1998, in
connection with consulting and financial analysis services to be rendered (i.e.,
financial analyst report,  etc.).  During the years ended September 30, 1998 and
September 30, 1999, the Company granted to FPA Medical Management, Inc. warrants
to  purchase up to  thirty-five  thousand  (35,000)  and ten  thousand  (10,000)
warrant shares,  respectively,  as part of a $1,500,000 convertible subordinated
debenture.  The Stock  Purchase  Warrant  allows for 65,000 shares in total.  In
addition, during the year ended September 30, 1999, the Company granted to Allen
& Company Incorporated,  financial advisors, warrants to purchase 150,000 shares
of common stock.  The following is a schedule of warrants issued and outstanding
during the years ended September 30, 1999 and 1998:

<TABLE>
<S>                                    <C>              <C>                <C>                 <C>
                                       Number of          Exercise              Date            Expiration
                                       Warrants            Price            Exercisable            Date
                                     --------------    ---------------     ---------------     --------------
                                                 0
Outstanding at 09/30/96 Activity during FY 96/97:
     Issued at $1.9375                      30,000            $1.9375         06/18/97           06/18/02
     Issued at $3.125                      137,500            $3.1250         10/09/96           09/16/99
     Issued at $5.00                       137,500            $5.0000         10/09/96           09/16/99
     Exercised                                   0
     Expired                                     0
                                     --------------

Outstanding at 09/30/97                    305,000

Activity during FY 97/98:
     Issued at $2.5625                      25,000            $2.5625         10/06/97           09/30/00
     Issued at $2.5625                      10,000             2.5625         04/06/98           04/05/01
     Cancelled at $3.125                 (125,000)             3.1250
     Cancelled at $5.00                  (125,000)             5.0000
     Exercised                                   0
     Expired                                     0
                                     --------------
Outstanding at 09/30/98                     90,000

Activity during FY 98/99:
     Issued at 0.7188                       10,000             0.7188         10/06/98           10/05/01
     Issued at 1.00                        150,000               1.00         03/03/99           03/03/04
     Exercised                                   0
     Expired                              (12,500)               5.00         10/09/96           09/16/99
     Expired                              (12,500)              3.125         10/09/96           09/16/99
                                     --------------
Outstanding at 09/30/99                    225,000
                                     ==============
</TABLE>

9.       Lease Commitments

UCI-SC leases  office and medical  center space under  various  operating  lease
agreements.  Certain operating leases provide for escalation payments, exclusive
of renewal options.



<PAGE>


Future  minimum lease  payments  under  noncancellable  operating  leases with a
remaining term in excess of one year as of September 30, 1999, are as follows:

<TABLE>
<S>                                <C>                                  <C>
                                                                          Operating Leases
                                                                        ----------------------

                                   Year ending September 30:
                                                                                 $  2,621,344
                                     2000
                                                                                    2,419,578
                                     2001
                                                                                    2,108,017
                                     2002
                                                                                    1,849,411
                                     2003
                                     2004                                           1,794,205
                                                                                   12,924,292
                                      Thereafter
                                                                        ----------------------
                                                                                 $ 23,716,847
                                   Total minimum lease payments
                                                                        ======================
</TABLE>


     Total rental expense under operating  leases for fiscal 1999, 1998 and 1997
was approximately $2,510,000, $2,499,000, and $1,475,000, respectively.

10.      Related Party Transactions

Relationship between UCI-SC and UCI-GA and the P.A.s

Pursuant to agreements between UCI-SC,  UCI-GA and the P.A.'s, UCI-SC and UCI-GA
provide non-medical management services and personnel, facilities, equipment and
other assets to the Centers. UCI-SC and UCI-GA guarantee the compensation of the
physicians  employed by the P.A.'s.  The agreements also allow UCI-SC and UCI-GA
to negotiate  contracts with HMOs and other  organizations  for the provision of
medical services by the P.A.'s physicians. Under the terms of the agreement, the
P.A.'s assign all revenue generated from providing medical services to UCI-SC or
UCI-GA after paying  physician  salaries and the cost of narcotic  drugs held by
the P.A.'s.  The South Carolina P.A. is owned by M.F.  McFarland,  III, M.D. Dr.
McFarland is also President, Chief Executive Officer and Chairman of UCI, UCI-SC
and UCI-GA.  The Georgia and  Tennessee  P.A.'s are owned by D.  Michael  Stout,
M.D.,  who is also the  Executive  Vice  President  of Medical  Affairs for UCI,
UCI-SC and UCI-GA.

Relationship between the Company and Blue Cross Blue Shield of South Carolina

Blue  Cross  Blue  Shield  of  South  Carolina  (BCBS)  owns  100% of  Companion
HealthCare Corporation ("CHC"),  Companion Property & Casualty Insurance Company
("CP&C") and Companion  Technologies,  Inc. ("CT").  At September  30,1999,  CHC
owned 2,006,442 shares of the Company's  outstanding common stock and CP&C owned
618,181  shares of the  Company's  outstanding  common  stock,  which combine to
approximately 27% of the Company's outstanding common stock.

Facility Leases

During fiscal year 1999,  UCI-SC leased six medical center  facilities  from CHC
and one from CP&C.  At September  30, 1999,  UCI-SC  leases four medical  center
facilities  from CHC and one medical center  facility from CP&C under  operating
leases with  fifteen-year  terms expiring in 2008,  2009 and 2010. Each of these
leases  has a five  year  renewal  option,  and a rent  guarantee  by the  South
Carolina  P.A.  One of the  leases  has a  purchase  option  allowing  UCI-SC to
purchase  the center at fair market  value after  February 1, 1995.  Total lease
payments  made by UCI-SC under these leases  during the  Company's  fiscal years
ended September 30, 1999,  1998, and 1997 were $257,025,  $326,093 and $319,730,
respectively.

Several of the medical center  facilities  operated by UCI-SC are leased or were
leased from  entities  owned or controlled  by certain  principal  shareholders,
Board members, and/or members of the Company's management.  Total lease payments
made by UCI-SC under these leases  during the fiscal years ended  September  30,
1999, 1998 and 1997 were $103,200, $62,400, and $45,600, respectively.

Ten of the medical center facilities  operated by UCI-SC are or were leased from
physician  employees of the P.A.'s.  Total lease  payments  made by UCI-SC under
these leases during the Company's  fiscal years ended  September 30, 1999,  1998
and 1997 were $205,981, $444,153, and $258,026, respectively.

Other Transactions with Related Parties

At September 30, 1999, BCBS and its subsidiaries  controls  2,624,623 shares, or
approximately 27% of the Company's outstanding common stock. The shares acquired
by CHC and CP&C from the  Company  were  purchased  pursuant  to stock  purchase
agreements  and were not  registered.  CHC and CP&C  have the  right to  require
registration  of the stock  under  certain  circumstances  as  described  in the
agreement.  BCBS and its subsidiaries have the option to purchase as many shares
as may be necessary  for BCBS to maintain  ownership  of 47% of the  outstanding
common  stock of the  Company in the event that the  Company  issues  additional
stock to other parties (excluding shares issued to employees or directors of the
Company).

In June 1997,  CP&C purchased  400,000 shares of the Company's  common stock for
$600,000. The purchase price was below fair value due to lower issuance costs by
the Company.

The Company enters into capital lease  obligations with CT to purchase  computer
equipment,  software, and billing and accounts receivable upgrades. The total of
all lease obligations to CT recorded at September 30, 1999 is $1,053,687.

During the Company's  fiscal year ended September 30, 1994,  UCI-SC entered into
an agreement with CP&C pursuant to which UCI-SC,  through the P.A.,  acts as the
primary  care  provider  for  injured   workers  of  firms   carrying   worker's
compensation insurance through CP&C.

UCI-SC,  through the P.A.,  provides services to members of a health maintenance
organization ("HMO") operated by CHC who have selected the P.A. as their primary
care provider.

The  employees of the Company are offered  health,  life,  and dental  insurance
coverage at group rates from BCBS and its  subsidiaries.  Effective  March 1999,
the Company is self-insured  through BCBS and has contracted BCBS to perform all
administrative  services.  During fiscal year 1999, the Company paid $102,687 to
BCBS in  administrative  fees. In fiscal years 1999,  1998 and 1997, the Company
paid $508,000, $939,000 and $654,000, respectively, in premiums.

     During  fiscal  year 1999,  1998 and 1997,  the  Company  paid BCBS and its
subsidiaries $208,000, $70,000 and $97,000, respectively, in interest.

     Revenues generated from BCBS and its subsidiaries totaled approximately 18%
for fiscal years 1999, 1998 and 1997.

The Company  contracted  with Adams and Associates for its workers  compensation
and  professional   liability  insurance  coverage  through  fiscal  year  1997.
Aggregate  premiums  paid  during the fiscal  year ended  September  30, 1997 in
connection with such policies were approximately $155,000.  Adams and Associates
contracted  with CP&C to be the  insurance  carrier  for the  Company's  workers
compensation insurance coverage. Harold H. Adams, Jr. is the President and owner
of Adams and Associates and is also a director of the Company.



<PAGE>


11.  Income (Loss)  Per Share

The  calculation  of basic  income  (loss)  per  share is based on the  weighted
average  number of shares  outstanding  (8,356,720 in fiscal 1999,  6,545,016 in
fiscal 1998,  and 5,005,081 in fiscal  1997).  Fully  diluted  weighted  average
common shares outstanding  during fiscal year 1999 were 8,543,515.  Warrants and
options to purchase 903,050 shares,  852,000 shares and 920,500 shares of common
stock were excluded from the  calculation  at September 30, 1999,  September 30,
1998 and September 30, 1997, respectively, because of their antidilutive effect.

12.      Concentration of Credit Risk

In the normal course of providing  health care services,  the Company may extend
credit to patients without requiring  collateral.  Each individual's  ability to
pay balances due the Company is assessed and reserves are established to provide
for management's estimate of uncollectible balances.

Future revenues of the Company are largely  dependent on third-party  payors and
private insurance  companies,  especially in instances where the Company accepts
assignment.

13.      Commitments and Contingencies

In the ordinary course of conducting its business,  the Company becomes involved
in litigation,  claims,  and  administrative  proceedings.  Certain  litigation,
claims,  and  proceedings  were pending at September  30, 1999,  and  management
intends to  vigorously  defend the Company in such  matters.  While the ultimate
results cannot be predicted  with  certainty,  management  does not expect these
matters to have a material  adverse effect on the financial  position or results
of operations of the Company.

The health care industry is subject to numerous laws and regulations of federal,
state and local  governments.  These laws and regulations  include,  but are not
necessarily  limited to,  matters such as licensure,  accreditation,  government
health  care  program  participation  requirements,  reimbursement  for  patient
services  and  Medicare  and  Medicaid  fraud and  abuse.  Recently,  government
activity has increased with respect to investigations and allegations concerning
possible  violations of fraud and abuse statutes and  regulations by health care
providers.

Violations  of  these  laws and  regulations  could  result  in  expulsion  from
government  health care  programs  together with the  imposition of  significant
fines and  penalties,  as well as significant  repayments  for patient  services
previously  billed.  Management  believes that the Company is in compliance with
fraud and abuse as well as other  applicable  government  laws and  regulations;
however,  the  possibility  for future  governmental  review and  interpretation
exists.

14.      Supplemental Cash Flow Information

Supplemental Disclosure of Cash Flow Information

The Company made interest payments of $1,374,364,  $1,463,991,  and $813,569, in
the years ended September 30, 1999,  1998, and 1997,  respectively.  The Company
made no income tax  payments in the years ended  September  30,  1999,  1998 and
1997, respectively.

Supplemental Non-Cash Financing Activities

     Capital lease  obligations of $255,862,  $1,138,231,  and  $1,004,837  were
incurred in fiscal 1999, 1998, and 1997.

In October 1996, the Company  acquired  certain assets of a medical  practice in
Aiken, South Carolina for $80,000 by financing $80,000 with the seller.

In October 1996, the Company  acquired  certain assets of a medical  practice in
Simpsonville, South Carolina for $25,000 by financing $25,000 with the seller.

In August  1997,  the  Company  acquired a three  facility  medical  practice in
Columbia, South Carolina for $2,271,250, by paying $200,000 at closing, assuming
$371,250  in notes  payable,  financing  $600,000  with the seller  and  issuing
517,649 shares of the common stock of the Company.

In September 1997, the Company  acquired certain assets of a medical practice in
Camden,  South  Carolina for $45,000 by paying  $1,500 at closing and  financing
$43,500 with the seller.

In September 1997, the Company  acquired certain assets of a medical practice in
Summerville,  South Carolina for $100,000 by paying $7,000 at closing, financing
$43,000  with the seller and issuing  19,513  shares of the common  stock of the
Company.

In  October  1997,  the  Company  acquired  certain  assets of a three  facility
physical therapy  practice in Columbia,  South Carolina for $856,756 by assuming
certain  liabilities  and  issuing  276,976  shares of the  common  stock of the
Company.

In November 1997, the Company  acquired  certain assets of a medical practice in
New  Ellenton,  South  Carolina  for  $262,004  by paying  $17,468  at  closing,
financing  $159,536  with the seller,  and issuing  30,223  shares of the common
stock of the Company.

In May 1998, the Company  acquired  certain assets of an seven facility  medical
practice  (five in Georgia  and two in  Tennessee)  for  $5,255,437  by assuming
certain  liabilities,  paying $450,010 at closing,  financing  $800,000 with the
seller,  and  committing  to issue  2,901,396  shares of the common stock of the
Company. In February 1999, the shares were issued to the seller with the Board's
approval, in satisfaction of the liability for $4,700,262.

The Company sold the three centers of the Springwood  Lake Family  Practice back
to the  physicians in November 1998 in exchange for the return of 550,126 shares
of the Company's  stock valued at $223,333 and the forgiveness of loans totaling
$658,554.  A loss of  $1,668,000  was recorded in fiscal year 1998.  The centers
were  purchased  from the  physicians in September  1997. The three centers were
operated by the Company as  Springwood  Lake Family  Practice,  Woodhill  Family
Practice and Midtown Family Practice.

15.      Realignment and Other Expenses

In the fourth  quarter of fiscal  year 1998,  the  Company  recorded a charge of
$4,307,020 for the  impairment of goodwill and the accrual of certain  estimated
operating lease obligations. The impairment charge of $3,702,546 is related to a
write-off of $672,322 of goodwill  impairment  associated with Center  closures,
$1,808,504  of  goodwill  impairment  of Centers  sold or which the  Company had
agreed to sell as of September 30, 1998 $969,720 related to goodwill  impairment
on two operating  Centers and $252,000 related to changing the estimated life on
all goodwill acquired prior to September 30, 1994 from 30 years to 15 years. The
impairment  includes  a charge of  $1,668,000  related to the sale of the Family
Medical  Division,  consisting of the Springwood Lake Family  Practice,  Midtown
Family Practice and the Woodhill Family Practice. The Company agreed to sell the
facilities back to the physicians in September, 1998. The Centers were purchased
from the  physicians  in  September  1997.  The  closing  of the  sale  occurred
effective  November 1, 1998. The impairment  charge was based upon the estimated
fair market value of  consideration  to be received  from the sale less directly
related costs of sale.



<PAGE>


In  addition,   the  Company  accrued  $599,975  of  estimated  operating  lease
obligations  related to closed Centers (this amount is included in the operating
costs line item).  The  leasing  obligation  will be paid over a remaining  term
ranging from one to fourteen years. During fiscal year 1999, the Company changed
its estimated lease obligation  since three landlords  released the Company from
its obligation.

Estimated lease obligation accrued for closed centers:
Balance, September 30, 1998                               $    599,975
Lease payments                                                (108,381)
Change in estimated lease obligations                         (329,094)
                                                         ================
Balance, September 30, 1999                               $    162,500
                                                         ================




<PAGE>


SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15() 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.
<TABLE>
<S>                                              <C>                                     <C>

                   Signature                                      Title                   Date
                   ---------                                      -----                  ---
/S/ M.F. MCFARLAND, III, M.D.                     President, Chief Executive Officer
------------------------------
M.F. McFarland, III, M.D.                         and Chairman of the Board              December 22, 1999

</TABLE>




         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 dates indicated.
<TABLE>
<S>                                              <C>                                    <C>
                   Signature                                      Title                      Date
/S/ M.F. MCFARLAND, III, M.D.                    President, Chief Executive Officer     December 22, 1999
-------------------------------
M.F. McFarland, III, M.D.                         and Chairman of the Board

 /S/ JERRY F. WELLS, JR.                          Executive Vice President of Finance    December 22, 1999
-------------------------------------
Jerry F. Wells, Jr.                               and Chief Financial Officer

 /S/ A. WAYNE JOHNSON                             Director                               December 22, 1999
-----------------------
A. Wayne Johnson

 /S/ HAROLD H. ADAMS, JR.                         Director                               December 22, 1999
--------------------------------
Harold H. Adams, Jr.

 /S/ CHARLES M. POTOK                             Director                               December 22, 1999
---------------------------------
Charles M. Potok

 /S/ THOMAS G. FAULDS                             Director                               December 22, 1999
--------------------------------
Thomas G. Faulds

 /S/ ASHBY JORDAN, M.D.                           Director                               December 22, 1999
------------------------------
Ashby Jordan, M.D.

 /S/ JOHN M. LITTLE, Jr., M.D.                    Director                               December 22, 1999
------------------------------
John M. Little, Jr., M.D.

</TABLE>



<PAGE>


                                         UCI MEDICAL AFFILIATES, INC.
                                                 EXHIBIT INDEX

<TABLE>
<S>                   <C>                                                         <C>
                                                                                  PAGE NUMBER OR INCORPORATION BY
 EXHIBIT NUMBER                                                                            REFERENCE TO
                                          DESCRIPTION
-----------------    -------------------------------------------------------    ------------------------------------



      3.1            Amended and Restated  Certificate of  Incorporation of     Exhibit 3.1 on the Form 10-KSB
                     UCI Medical Affiliates, Inc. ("UCI")                       filed for fiscal year 1995



      3.2            Amended and Restated Bylaws of UCI                         Exhibit 3.2 on the Form 10-KSB
                                                                                filed for fiscal year 1995



      3.3            Amendment to Amended and Restated Bylaws of UCI            Exhibit 3.3 on the Form 10-KSB
                                                                                filed for fiscal year 1996


                                                                                Exhibit 4.1 on the Form 10-KSB
      4.1            Convertible   Subordinated   Debenture  of  UCI  dated     filed for fiscal year 1997
                     October  6, 1997  payable to FPA  Medical  Management,
                     Inc. (AFPAMM")



      4.2            Stock  Purchase  Warrant  Agreement  dated  October 6,     Exhibit 4.2 on the Form 10-KSB
                     1996 between UCI and FPAMM                                 filed for fiscal year 1997



      10.1           Facilities  Agreement dated May 8, 1984 by and between     Exhibit 10.1 on the Form 10-KSB
                     UCI  Medical   Affiliates  of  South  Carolina,   Inc.     filed for fiscal year 1996
                     (AUCI-SC")  and  Doctor's   Care,   P.A.,  as  amended
                     September 24, 1984 and January 13, 1995



      10.2           Amendment  No.  3  dated  September  17,  1996  to the     Exhibit 10.2 on the Form 10-KSB
                     Facilities  Agreement  listed as Exhibit  10.1 to this     filed for fiscal year 1997
                     report



      10.3           Employment  Agreement  dated  October 1, 1995  between     Exhibit 10.4 on the Form 10-KSB
                     UCI-SC and M.F. McFarland, III, M.D.                       filed for fiscal year 1995



      10.4           Employment  Agreement  dated  October 1, 1995  between     Exhibit 10.5 on the Form 10-KSB
                     Doctor's Care, P.A. and M.F. McFarland, III, M.D.          filed for fiscal year 1995



      10.5           Employment  Agreement  dated  November 1, 1995 between     Exhibit 10.6 on the Form 10-KSB
                     UCI-SC and D. Michael Stout, M.D.                          filed for fiscal year 1995



      10.6           Employment   Agreement   November   1,  1995   between     Exhibit 10.7 on the Form 10-KSB
                     Doctor's Care, P.A. and D. Michael Stout, M.D.             filed for fiscal year 1995

</TABLE>






<PAGE>



<TABLE>
<S>                  <C>                                                         <C>

                                                                                  PAGE NUMBER OR INCORPORATION BY
 EXHIBIT NUMBER                                                                            REFERENCE TO
                                          DESCRIPTION
-----------------    -------------------------------------------------------    ------------------------------------


      10.7           Lease and  License  Agreement  dated  March  30,  1994     Exhibit 10.8 on the Form 10-KSB
                     between  Doctor's  Care,  P.A.  and  Blue  Cross  Blue     filed for fiscal year 1995
                     Shield of South Carolina

                                                                                Exhibit 10.8 on the Form 10-KSB
      10.8           Note Payable dated  February 28, 1995 between  UCI-SC,     filed for fiscal year 1997
                     as  payor,   and   Companion   Property  and  Casualty
                     Insurance Company, as payee


                                                                                Exhibit 10.9 on the Form 10-KSB
      10.9           Revolving  Line of  Credit  dated  November  11,  1996     filed for fiscal year 1997
                     between Carolina First Bank and UCI


                                                                                Exhibit 10.10 on the Form 10-KSB
     10.10           Stock  Option  Agreement  dated March 20, 1996 between     filed for fiscal year 1997
                     UCI and Harold H. Adams, Jr.


                                                                                Exhibit 10.11 on the Form 10-KSB
     10.11           Stock  Option  Agreement  dated March 20, 1996 between     filed for fiscal year 1997
                     UCI and Russell J. Froneberger


                                                                                Exhibit 10.12 on the Form 10-KSB
     10.12           Stock  Option  Agreement  dated March 27, 1997 between     filed for fiscal year 1997
                     UCI and Charles P. Cannon


                                                                                Exhibit 10.13 on the Form 10-KSB
     10.13           Stock  Option  Agreement  dated March 27, 1997 between     filed for fiscal year 1997
                     UCI and Thomas G. Faulds


                                                                                Exhibit 10.14 on the Form 10-KSB
     10.14           Stock  Option  Agreement  dated March 27, 1997 between     filed for fiscal year 1997
                     UCI and Ashby Jordan, M.D.


                                                                                Exhibit 10.15 on the Form 10-KSB
     10.15           Stock  Option  Agreement  dated March 27, 1997 between     filed for fiscal year 1997
                     UCI and Charles M. Potok



     10.16           UCI Medical  Affiliates,  Inc.  1994  Incentive  Stock     Exhibit 10.9 on the Form 10-KSB
                     Option Plan                                                filed for fiscal year 1995



     10.17           Consulting  Agreement  dated December 10, 1996 between     Exhibit 10.17 on the Form 10-KSB
                     UCI and Global Consulting, Inc.                            filed for fiscal year 1997

     10.18           Amendment dated August 10, 1998 to Employment              Exhibit 10.18 on the Form 10-KSB
                     Agreement dated October 6, 1995 between Doctor's           filed for fiscal year 1998
                     Care, P.A. and M.F. McFarland, III, M.D.

     10.19           Administrative Services Agreement dated April 24,          Exhibit 10.19 on the Form 10-QSB
                     1998 by and between Doctor's Care of Georgia, P.C.         filed for the quarter ended March
                     and UCI Medical Affiliates of Georgia, Inc.                31, 1998

     10.20           Administrative Services Agreement dated April 24,          Exhibit 10.20 on the Form 10-QSB
                     1998 by and between Doctor's Care of Tennessee, P.C.       filed for the quarter ended March
                     and UCI Medical Affiliates of Tennessee, Inc.              31, 1998

</TABLE>


<PAGE>



<TABLE>
<S>                  <C>                                                         <C>
                                                                                  PAGE NUMBER OR INCORPORATION BY
 EXHIBIT NUMBER                                                                            REFERENCE TO
                                          DESCRIPTION
-----------------    -------------------------------------------------------    ------------------------------------

     10.21           Administrative Services Agreement dated August 11,         Exhibit 10.21 on the Form 10-KSB
                     1998 between UCI Medical Affiliates of South               filed for fiscal year 1997
                     Carolina, Inc. and Doctor's Care, P.A.

     10.22           Stock Purchase Option and Restriction Agreement dated      Exhibit 10.22 on the Form 10-KSB
                     August 11, 1998 by and among M.F. McFarland, III,          filed for fiscal year 1998
                     M.D.; UCI Medical Affiliates of South Carolina, Inc.;
                     and Doctor's Care, P.A.

     10.23           Stock Purchase Option and Restriction Agreement dated      Exhibit 10.23 on the Form 10-KSB
                     September 1, 1998 by and among D. Michael Stout,           filed for fiscal year 1998
                     M.D.; UCI Medical Affiliates of Georgia, Inc.; and
                     Doctor's Care of Georgia, P.C.

     10.24           Stock Purchase Option and Restriction Agreement dated      Exhibit 10.24 on the Form 10-KSB
                     July 15, 1998 by and among D. Michael Stout, M.D.;         filed for fiscal year 1998
                     UCI Medical Affiliates of Georgia, Inc.; and Doctor's
                     Care of Tennessee, P.C.

     10.25           Acquisition Agreement and Plan of Reorganization           Exhibit 2 on the Form 8-K filed
                     dated February 9, 1998, by and among UCI Medical           February 17, 1998
                     Affiliates of Georgia, Inc., UCI Medical Affiliates,
                     Inc., MainStreet Healthcare Corporation; MainStreet
                     Healthcare Medical Group, P.C.; MainStreet Healthcare
                     Medical Group, P.C.; Prompt Care Medical Center,
                     Inc.; Michael J. Dare; A. Wayne Johnson; Penman
                     Private Equity and Mezzanine Fund, L.P.; and Robert
                     G. Riddett, Jr.

     10.26           First Amendment to Acquisition Agreement and Plan of       Exhibit 2.1 on Form 8-K/A filed
                     Reorganization (included as Exhibit 10.25 hereof)          April 20, 1998
                     dated April 15, 1998.

     10.27           Second Amendment to Acquisition Agreement and Plan of      Exhibit 2.2 on Form 8-K/A filed
                     Reorganization (included as Exhibit 10.25 hereof)          May 28, 1998
                     dated May 7, 1998.

     10.28           Conditional Delivery Agreement dated effective as of       Exhibit 2.3 on Form 8-K/A filed
                     May 1, 1998, by and among UCI Medical Affiliates,          July 24, 1998
                     Inc.; UCI Medical Affiliates of Georgia, Inc.; and
                     MainStreet Healthcare Corporation.

     10.29           Amendment to Conditional Delivery Agreement dated as       Exhibit 2.4 on Form 8-K/A filed
                     of July 21, 1998, by and among UCI Medical                 July 24, 1998
                     Affiliates, Inc.; UCI Medical Affiliates of Georgia,
                     Inc.;  and MainStreet Healthcare Corporation.

     10.30           Second Amendment to Conditional Delivery Agreement         Exhibit 2.5 on Form 8-K/A filed on
                     dated as of December 7, 1998, by and among UCI             December 7, 1998
                     Medical Affiliates, Inc.; UCI Medical Affiliates of
                     Georgia, Inc.; and MainStreet Healthcare Corporation.

     10.31           Amended Employment Agreement dated August 19, 1999                         57
                     between UCI Medical Affiliates of South Carolina,
                     Inc. and M.F. McFarland, III, M.D.

                                                                                  PAGE NUMBER OR INCORPORATION BY
 EXHIBIT NUMBER                                                                            REFERENCE TO
                                          DESCRIPTION

     10.32           Second Amended Employment Agreement dated August 19,                       66
                     1999 between Doctor's Care, P.A. and M.F. McFarland,
                     III, M.D.


       21            Subsidiaries of the Registrant                             Exhibit 21 on the Form 10-QSB
                                                                                filed for period ending December
                                                                                31, 1997



       27            Financial Data Schedule                                    Filed separately as Article Type 5
                                                                                via Edgar

</TABLE>