FORM 10-K/A
                                      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, 2000

(  )     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/A or
any amendment to this Form 10-K/A. ( X )

     The  aggregate  market value of voting stock held by  nonaffiliates  of the
registrant on December 15, 2000, was approximately $1,206,992.*

     The number of shares outstanding of the registrant's common stock, $.05 par
value, was 9,650,478 at December 15, 2000.


            Documents Incorporated by Reference

     Portions of the Registrant's  Proxy Statement to be furnished in connection
with its 2001 Annual Meeting of Stockholders  are incorporated by reference into
Part III of this Form 10-K/A.


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

UCI MEDICAL AFFILIATES, INC.

INDEX TO FORM 10-K/A
<TABLE>
<S>      <C>                                                                                      <C>

         PART I                                                                                   PAGE

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

Item 2.  Properties.................................................................................10

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.................................21

Item 8.  Financial Statements and Supplementary Data................................................21

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.......21


         PART III

Item 10. Directors and Executive Officers of the Registrant.........................................22

Item 11. Executive Compensation.....................................................................22

Item 12. Security Ownership of Certain Beneficial Owners and Management.............................22

Item 13. Certain Relationships and Related Transactions.............................................22

         PART IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K.........................23
</TABLE>



                                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 34 freestanding medical centers (the "Centers"), 32 of
which are located  throughout  South  Carolina and two are located in Knoxville,
Tennessee (28 operating as Doctor's Care in South Carolina, two as Doctor's Care
in Knoxville,  Tennessee,  and four 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. or
Doctor's Care of Tennessee,  P.C. (together 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.'s and UCI-SC 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 Tennessee P.C. 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 and Knoxville, Tennessee. There are sixteen primary care Centers in the
Columbia  region  (including  the four physical  therapy  offices),  five in the
Charleston region, four in the Myrtle Beach region, one in the Aiken region, six
in the Greenville-Spartanburg region and two in Knoxville, 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:

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

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

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

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

     o 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.


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  four  largest   health   maintenance
organizations  ("HMOs")  operating  in South  Carolina  -  Companion  HealthCare
Corporation, HMO Blue,  Cigna/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 2000:


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

Patient Pay                                  17%                        18%

Employer Paid                                14%                         8%

HMO                                          12%                        14%

Workers Compensation                          8%                        17%

Medicare/Medicaid                             7%                        6%

Managed Care Insurance                       36%                        30%

Other (Commercial Indemnity,
Champus, etc.)                                6%                        7%

     In accordance with the Administrative  Services Agreements described above,
UCI-SC and UCI-GA,  as the agents for the P.A.'s,  process all  payments for the
P.A.'s.  When  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  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 currently does not provide any services on a capitated basis.

     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 P.A.'s  pursuant to
contracts with the Company's wholly-owned subsidiaries. The P.A.'s are organized
so that all physician services are offered by the physicians who are employed by
the P.A.'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 Agreement with P.A.'s operating in Tennessee pursuant to
which UCI-SC and UCI-GA,  as applicable,  perform all non-medical  management of
the  applicable  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). (See Item 1.
Business - Organizational Structure.)

     Because of the  unique  structure  of the  relationships  existing  between
UCI-SC,  UCI-GA and the P.A.'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 South
Carolina and Tennessee.  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.

 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
P.A.  There are no provider  investors  in the P.A.  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/disclosure  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
P.A.  There are no  provider  investors  in the P.A.  that  refer  patients  for
designated  health care services  except the sole  physician  shareholder of the
P.A. The Company  believes that  referrals by the sole  shareholder  of the P.A.
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 P.A.'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.  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 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 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, 2000, the Company had 625 employees (475 on a full-time
equivalent basis). This includes 106 medical providers employed by the P.A.'s.

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/A 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  and one Center is leased  from  Companion  HealthCare  Corporation,  a
principal  shareholder  of the  Company.  One of the  Centers  is leased  from a
physician employee of the P.A.'s.

     The Company's Centers are broadly distributed throughout the state of South
Carolina and two are in Knoxville,  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, six in
the  Greenville-Spartanburg,  South  Carolina  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.


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

                                                        Bid Price
                                                --------------------------
                                                   High             Low
                                                ---------        ---------
Fiscal Year Ended September 30, 2000

     1st quarter (10/01/99 - 12/31/99)             $.94             $.50
     2nd quarter (01/01/00 - 03/31/00)              .69              .50
     3rd quarter (04/01/00 - 06/30/00)              .59              .33
     4th quarter (07/01/00 - 09/30/00)              .45              .31

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
</TABLE>


     As of December 15, 2000,  there were 309  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.


Item 6.  Selected Financial Data
<TABLE>
<S>                                             <C>            <C>             <C>             <C>              <C>

                     STATEMENT OF OPERATIONS DATA

                                                            (In thousands, except per share data)
                                                              For the year ended September 30,
                                               -------------------------------------------------------------------------
                                                  2000            1999            1998           1997           1996
                                               ------------    -----------     -----------    ------------    ----------

Revenues                                           $39,953        $40,470         $37,566         $27,925       $23,254
Net income (loss)                                  (6,102)            910        (10,508)            (84)           466
Basic and diluted earnings (loss) per share          (.63)            .11                           (.02)           .11
                                                                                   (1.61)
Basic weighted average number of
  shares outstanding                                 9,651          8,537                           5,005         4,294
                                                                                    6,545
Diluted weighted average number of
  shares outstanding                                 9,657          8,544           6,545           5,005         4,294
</TABLE>



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

                                                   BALANCE SHEET DATA

                                                        (In thousands, except per share data)
                                                                       At September 30,
                                                  -----------------------------------------------------------------------
                                                    2000           1999            1998           1997           1996
                                                  ----------     ----------     -----------    -----------     ----------

Working capital                                    $(6,230)       $(2,289)        $(3,718)         $2,921        $ 2,020
Property and equipment, net                           4,326          4,797           5,475          4,003          3,300
Total assets                                         17,782         23,354          26,202         21,082         15,733
Long-term debt, including current portion             8,952          9,444          11,988          7,939          5,373
Stockholders' equity                                    271          6,373             987          9,488          7,822
</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 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 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, 2000 and 1999, the P.A.'s
employed 106 and 121 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, 2000, the Company has shown a slight  decrease in revenues.
This  decrease  is a direct  result  of  actions  taken by  management  to close
unprofitable centers in the Atlanta region.

     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 2000, 1999, and 1998

     Revenues of $39,953,000 in fiscal year 2000 reflected a decrease of 1% from
the fiscal year 1999 revenues of $40,470,000  which  reflected an increase of 8%
from the amount  reported for fiscal year 1998. The following  reflects  revenue
trends from fiscal year 1996 through fiscal year 2000:
<TABLE>
<S>                        <C>             <C>            <C>            <C>          <C>
                                      For the year ended September 30, (in thousands)

                              2000          1999           1998           1997           1996
                           -----------    ----------     ----------    -----------    -----------


Revenues                      $39,953       $40,470        $37,566         $27,925        $23,254

Operating Costs                38,127        35,975         39,094          26,466         21,525

Operating Margin                1,827         4,495         (1,528)          1,459          1,729
</TABLE>

     The small decrease in revenue for fiscal year 2000 is attributed  primarily
to the shutdown of the Atlanta centers to be discussed  later.  Revenues for the
Atlanta  centers  declined by $1,059,000 from $2,648,000 for fiscal year 1999 to
$1,589,000  for fiscal  year 2000.  This  decrease  was offset  somewhat by same
center growth in the established centers in South Carolina.

     The number of centers operated by the Company  decreased from 40 to 34 from
September 30, 1999 to September 30, 2000. Of the six centers  closed,  five were
in the  Atlanta  region  and  the  sixth  was a  physical  therapy  site  in the
Greenville-Spartanburg  region  which was opened for only a short  period in the
fourth quarter of fiscal year 1999 and the first quarter of fiscal year 2000.

     The  increase  in revenue  for fiscal  year 1999 from  fiscal year 1998 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.

     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 years 2000,  1999 and 1998. As of September 30, 2000, all
of these HMOs use a discounted  fee-for-service  basis for payment. 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.  At  September  30,  2000,  none of the four HMOs paid via a capitation
arrangement.

     Sustained revenues in fiscal years 2000 and 1999 also reflect the Company's
heightened focus on occupational  medicine and industrial health services (these
revenues are referred to as "employer  paid" and "workers  compensation"  on the
table below).  Focused marketing materials,  including quarterly newsletters for
employers,  were  developed to spotlight  the  Company's  services for industry.
Approximately  25% of  the  Company's  total  revenue  was  derived  from  these
occupational  medicine  services in fiscal year 2000,  24.5% in fiscal year 1999
and 23% in fiscal year 1998.  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 were 504,000 in fiscal year 2000, 509,000 in fiscal year
1999 and  497,000 in fiscal  year 1998.  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. The small decrease in fiscal year 2000 is due to the closure
of the Atlanta  centers  effective  June 30,  2000.  Patient  encounters  in the
Atlanta  centers were 21,000 in fiscal year 2000 as compared to 32,000 in fiscal
year 1999.

     No new significant  competition  entered the Company's market during fiscal
year 2000 or 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.

     The  operating  margin  decreased  to  $1,827,000  in fiscal year 2000 from
$4,495,000  in fiscal year 1999  partially  due to the poor  performance  of the
Atlanta centers for the first nine months of the fiscal year until their closure
on June 30, 2000. For the nine months ending June 30, 2000, the Atlanta  centers
had an operating deficit of approximately $1,143,000 as compared to an operating
deficit of  approximately  $730,000  for the twelve  months of fiscal year 1999.
Approximately  $400,000 of the decline in the operating deficit from fiscal year
1999 to fiscal year 2000 was attributable to the two Knoxville  centers,  one of
which moved to a new location in early fiscal year 2000. This move resulted in a
severe reduction of business for approximately six months which began to improve
over the last  quarter of fiscal year 2000.  The  remainder  of the  decrease is
primarily  due to  continuing  costs  pressures of managed care that the Company
plans to address via costs reductions and enhanced revenues through an increased
marketing  campaign  and due to an increase  of $519,000 in bad debt  expense in
fiscal  year 2000 as  compared  to fiscal  year 1999,  and a $379,000  change in
estimate in fiscal year 1999 reducing lease expense,  as discussed in Note 15 to
the financial statements.

     An operating  margin of $4,495,000  was achieved in fiscal year 1999.  This
significant  improvement over fiscal year 1998 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 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.  The  following  table  breaks  out  the
Company's  revenue and patient  visits by revenue  source for fiscal years 2000,
1999, and 1998.
<TABLE>
<S>     <C>                                              <C>    <C>       <C>         <C>      <C>      <C>

                                                           Percent of Patient           Percent of Revenue
                                                                  Visits
                                                         -------------------------    --------------------------
                                                         2000    1999      1998        2000     1999     1998
                                                         ------- ------- ---------    -------- -------- --------
                                                             17      18        20          18
        Patient Pay                                                                                 18       18
                                                             14                             8
        Employer Paid                                                15        13                    9        9
                                                             12                            14        9
        HMO                                                          11        13                            12
                                                              8                            17
        Workers Compensation                                          8        10                   16       14
                                                              7                             6
        Medicare/Medicaid                                             7        11                    6        7
                                                             36                            30
        Managed Care Insurance                                       34        27                   31       30
                                                              6       7         6           7       11       10
        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.

     Bad debt  expense,  a  component  of  operating  costs,  was  approximately
$2,808,000 (or approximately 7% of revenue) for fiscal year 2000, $2,289,000 (or
approximately   6%  of  revenue)  for  fiscal  year  1999  and   $2,978,000  (or
approximately  8% of revenue) for fiscal year 1998.  This  increase is primarily
due to the difficulties encountered in the collection of amounts associated with
patients seen at the centers acquired during fiscal year 1998 (Georgia centers).
Management is not yet certain if the collection  difficulties  being encountered
will  continue  but  intends  to  evaluate  collectibility  on a monthly  basis.
Collections  in the Atlanta  market where the Company no longer has any presence
have also been more difficult.

     The Company continually  evaluates the operations of its physician practice
centers and  assesses the centers for  impairment  when  certain  indicators  of
impairment  are present.  In May 2000,  the Company  announced  its intention to
close its Georgia  physician  practice  centers  effective  June 30,  2000.  The
performance of these centers,  which were  originally  acquired in May 1998, did
not meet the expectations of the Company during fiscal year 2000 and the Company
was no longer committed to the Georgia market. The Company sold the property and
equipment at these centers for an amount approximating the net book value of the
fixed  assets  or  transferred  the  property  and  equipment  to other  Company
locations.  The  long-lived  assets and related  goodwill for these  centers was
assessed for  impairment  under a held for use model as of March 31, 2000.  As a
result of the  decision to close these  centers  coupled  with the fact that the
remaining projected undiscounted cash flows were less than the carrying value of
the long-lived  assets and goodwill for these centers,  the Company  recorded an
impairment  in the quarter ended March 31, 2000 of  approximately  $3,567,000 to
reduce the  goodwill  to its fair value.  This is a  component  of the line item
Realignment and Impairment Charges.

     Additionally,  the Company  incurred  additional  costs associated with the
decision to close the Georgia  centers  during the third and fourth  quarters of
fiscal  year  2000.  These  costs  relate  primarily  to exiting  certain  lease
obligations. The estimated lease obligations, net of estimated sub-lease income,
are expected to be approximately $242,000 at September 30, 2000. The total costs
related  to lease  obligations  and  employee  contractual  liabilities  for the
Atlanta  centers closed June 30, 2000 was $561,000 which is the other  component
of the line item Realignment and Impairment Charges.

     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 Impairment Charges in fiscal year 1998.

     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 second  quarter  of fiscal  year 2000 and the fourth  quarter of
fiscal  year  1998,  the above  analysis  resulted  in an  impairment  change of
approximately  $3,567,000  and  $1,642,000 to goodwill for centers that had been
closed (i.e.,  Atlanta region) and for two  underperforming  centers.  This is a
component of the line item Realignment and Impairment Charges.

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

     Depreciation  and  amortization  expense  decreased to $1,720,000 in fiscal
year 2000,  down from  $1,954,000  in fiscal year 1999 and  $1,950,000 in fiscal
year 1998. This decrease reflects lower amortization and depreciation  resulting
from the  closure of the Atlanta  region.  Net  interest  expense  increased  to
$1,995,000  in  fiscal  year  2000  from  $1,472,000  in  fiscal  year  1999 and
$1,464,000  in fiscal  year 1998  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, increase in bank
fees and interest  penalties,  and debt associated with the  acquisitions  noted
above. Interest rates have also increased in fiscal year 2000.

     The Company evaluates the valuation allowance regarding deferred tax assets
on a more likely than not basis. In determining that it was more likely than not
that the recorded  deferred tax asset would be not  realized,  management of the
Company considered the following:

o        Recent historical operating results.

o        Lack of sufficient liquidity to support operations.

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

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

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

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

     A valuation  allowance of $7.6  million and $6.3  million at September  30,
2000 and 1999,  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 $7.6 million at September 30, 2000, leaving no tax
related 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 net loss,  a working  capital  deficiency  and an
accumulated deficit.  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  closure  of the  Atlanta  centers,  which  were  unprofitable,  had an
immediate  positive  effect on the Company in the fourth  quarter of fiscal year
2000. This improvement is expected to continue into fiscal year 2001 and beyond.
However, there can be no assurances that such improvement will occur.

     Results of  Operations  for the Three  Months Ended  September  30, 2000 as
Compared to the Three Months Ended September 30, 1999:

     The  following  summarizes  the  fiscal  2000  fourth  quarter  results  of
operations as compared to the prior year:
<TABLE>
<S>                                             <C>               <C>

                                                 For the Three Months Ended
                                                         (in 000's)
------------------------------------------- -- -------------------------------

                                                09/30/2000         09/30/1999
                                               -------------       -----------
                                                     $9,171
    Revenues                                                          $10,360
                                                      8,378             9,907
    Operating Costs
                                                        793               453
    Operating Margin


                                                         16
    General and Administrative Expenses                                    26
    Realignment and Impairment Charges                   70                 0
                                                        387
    Depreciation and Amortization                                         486
                                                        622
    Interest Expense, net                                                 412
                                                          0                 0
    Benefit for Income Taxes
                                                      (302)             (471)
    Net Income (loss)
</TABLE>

     Revenues of $9,171,000 for the quarter ending  September 30, 2000 reflect a
decrease of eleven (11%) percent from those of the quarter ending  September 30,
1999 mainly due to the closure of the Atlanta region on June 30, 2000.

     Patient  encounters  decreased  to 117,000 in the fourth  quarter of fiscal
year 2000 from  125,000  in the fourth  quarter  of fiscal  year 1999 due to the
reduction in the number of centers as discussed above.

     The decreases in depreciation and amortization  expenses are all related to
the  divestitures  and closures of the centers  discussed  above and the related
realignment  expenses  posted  in fiscal  year  2000  (i.e.,  the  write-off  of
goodwill).

     The increase in interest  expense  from  quarter to quarter  relates to the
Company  carrying a higher  line of credit  balance in fiscal  year 2000  versus
fiscal year 1999.

Financial Condition at September 30, 2000 and September 30, 1999

     Cash and cash equivalents  increased by $237,000 from September 30, 1999 to
September 30, 2000.

     Accounts  receivable  decreased  from  $8,400,000  at September 30, 1999 to
$6,959,000 at September 30, 2000.  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 fiscal year 2000 as
compared  to fiscal  year 1999.  As the payor mix of the  Company  continues  to
change,  the  billing  and  collection  functions  will  need to be  continually
modified and updated. The decrease in the number of centers in operation and the
small decrease in revenue also result in a lower accounts receivable balance.

     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 and the write-off of the Atlanta related
goodwill.  Depreciation  charges  were  somewhat  offset  on  the  Property  and
Equipment balance by the net equipment purchases of approximately $700,000.

     The  reductions in long-term  debt from September 30, 1999 to September 30,
2000 were the result of the regularly scheduled  principal payments.  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  $4,000,000  bank  line of credit  with an  outstanding
indebtedness of approximately $3,505,000 at September 30, 2000. 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 August  2001.  (Prime rate was 9.5% as of
September  30,  2000.)  The line of credit is used to fund the  working  capital
needs of the Company.

     As of  September  30,  2000,  the Company had no material  commitments  for
capital expenditures or for acquisition or start-ups.

     Operating  activities generated $1,048,000 of cash during fiscal year 2000,
compared  to  $2,645,000  during  fiscal year 1999.  The primary  reason for the
decrease from fiscal year 2000 as compared to fiscal year 1999 is related to the
operating  margin decrease of  approximately  $2,700,000 and increased  interest
expense.  The 1999 operating cash flow increased  approximately  $4.1 million as
compared to 1998 due to overall improvements in the operations of the Company as
compared  to  fiscal  year  1998 due to the cost  reductions,  divestitures  and
closures discussed above. Bad debt expense,  a component of operating  expenses,
was also up in fiscal year 2000  compared  to fiscal year 1999 by  approximately
$519,000.

     Investing  activities  used  $701,000 of cash  during  fiscal year 2000 and
$448,000  used in  fiscal  year  1999 as a result of a  slow-down  in  expansion
activity in both years.

     Approximately  $1,154,000 of cash was provided net to the Company in fiscal
year 2000 via the increased  usage of the Company Line of Credit and a temporary
year-end bank  overdraft that was funded via the Line of Credit and October cash
receipts.  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, 2000 and 1999 by $6,229,000 and $2,289,000. At September 30, 2000,
much  of the  current  liability  excess  is due  to the  classification  of the
Company's  primary  line of credit  (approximately  $3,500,000),  its  debenture
(approximately  $1,500,000),  a note to a financial  institution  (approximately
$199,000)  and the note to  MainStreet  Healthcare  (approximately  $400,000) as
current.  The Company  intends to renegotiate or renew all of these  instruments
during  fiscal year 2001 and does not expect to pay them off during  fiscal year
2001.  There can be no assurances that these  instruments  will be reinstated or
renewed.  There can be no  assurance  that  sources of cash will  exceed uses of
cash.

The Year 2000

     During the years leading up to the Year 2000, an important  business  issue
arose over the concern that the Company's  computer  systems,  or other business
systems,  or  those  of  the  Company's  vendors,  working  either  alone  or in
conjunction  with other  software or systems,  would fail to,  without  error or
interruption,  accept input of,  store,  manipulate or output dates in the years
1999,  2000 or  thereafter  (commonly  known as the  "Year  2000"  problem).  In
response, the Company conducted a review of its business systems,  including its
computer systems,  on a  system-by-system  basis, and queried third parties with
whom it conducts  business as to their  progress in  identifying  and addressing
problems that their  computer  systems might face in correctly  processing  date
information. The Company 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 cost to bring the Company's IT systems into
Year 2000 compliance was approximately $25,000.

     The Company  determined that its general accounting systems (which includes
invoicing, accounts receivable, payroll, etc.) needed to be upgraded to make the
systems Year 2000 compliant. The Company has upgraded their systems at a cost of
approximately $20,000.

     The  Company   also   reviewed   its  non-IT   systems   (including   voice
communications).  The cost to remedy non-IT systems was not material. The source
of funds for evaluation and remediation of Year 2000 compliance  issues was cash
flow from operations.


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  $3,800,000 of the  Company's  debt at September 30, 2000 was
subject to fixed interest rates and principal payments. Approximately $5,200,000
of the  Company's  debt at September  30, 2000 was subject to variable  interest
rates.  Based on the outstanding  amounts of variable rate debt at September 30,
2000,  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 24.

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

None.


                                   PART III


Item 10.   Directors and Executive Officers of the Registrant

Directors

Directors Whose Terms Will Expire at the Next Annual Meeting

     M.F.  McFarland,  III,  M.D.,  53,  has  served as  Chairman  of the Board,
President  and  Chief  Executive  Officer  of UCI  since  January  1987 and as a
director of UCI since September 1984. From September 1984 until January 1987, he
served as Vice  President  of UCI.  He has served as  President  and as the sole
director of UCI-SC and Doctor's Care, P.A.  ("DC-SC") for over five years and of
UCI-GA  since  its  organization  in  February  1998.  He  served  as  Associate
Professional  Director of the Emergency Department of Richland Memorial Hospital
in Columbia,  South  Carolina  from 1978 to 1981 and was  President of the South
Carolina  Chapter of the American  College of Emergency  Physicians in 1979. Dr.
McFarland  is  currently a member of the  Columbia  Medical  Society,  the South
Carolina Medical Association and the American Medical Association. Dr. McFarland
was most recently  reelected as a director at the annual meeting of stockholders
in 1997.

     Charles M. Potok,  52, has served as a director of UCI since September 1995
and as  Executive  Vice  President  and Chief  Operating  Officer  of  Companion
Property and Casualty Company ("CP&C"), a wholly-owned subsidiary of BCBS, since
March 1984.  Mr. Potok is an Associate of the Casualty  Actuarial  Society and a
member of the American  Academy of Actuaries.  Prior to joining CP&C,  Mr. Potok
served as Chief  Property and Casualty  Actuary and Director of the Property and
Casualty Division of the South Carolina  Department of Insurance.  Mr. Potok was
most recently  reelected as a director at the annual meeting of  stockholders in
1997.

Directors Whose Terms Extend Beyond the Date of the Next Annual Meeting

     A. Wayne Johnson, 50, has served as Chairman and Chief Executive Officer of
MainStreet  Healthcare  Corporation ("MHC") from its inception in February 1996.
In addition to Mr. Johnson's MainStreet responsibilities,  effective December 8,
1999, he assumed the role of Executive Vice President of Providan  Financial,  a
San  Francisco-based  financial  services  company.  Mr. Johnson has 24 years of
entrepreneurial  and business  operations  experience  in the field of financial
services and corporate  development.  Prior to co-founding MHC in February 1996,
Mr.  Johnson had served since 1991 as  President  of one of the major  operating
subsidiaries of First Data Corporation and Chief Marketing Officer and strategic
planner  for  First  Data  Card  Services  Group,  a  subsidiary  of First  Data
Corporation.  Mr.  Johnson  was the  founder of both  Integratec,  a  collection
company,  and QualiServ,  a credit card outsourcing service company. Mr. Johnson
was initially  elected as a director at the annual  meeting of  stockholders  in
1999.

     Ashby M.  Jordan,  M.D.,  62, has served as a director of UCI since  August
1996 and as Vice President of Medical Affairs of BCBS since December 1986. Prior
to joining BCBS, Dr. Jordan was the Vice President of Medical  Affairs for CIGNA
HealthPlan of South Florida,  Inc. Dr. Jordan is Board Certified by the American
Board of Pediatrics. Dr. Jordan was most recently reelected as a director at the
annual meeting of stockholders in 1999.

     John M. Little, Jr., M.D., 51, has served as a director of UCI since August
11,  1998 and as Chief  Medical  Officer  of  Companion  HealthCare  Corporation
("CHC"),  a wholly-owned  subsidiary of BCBS, since 1996.  Additionally,  he has
served  since 1994 as Medical  Director  of Managed  Care  Services  of CHC,  as
Chairman of the Quality  Assurance  Committee and the Pharmacy and  Therapeutics
Committee  of CHC and as a Co-Chair of the Managed Care  Oversight  Committee of
CHC. Prior to joining CHC in 1994,  Dr. Little served as Assistant  Chairman for
Academic  Affairs,  Department of Family  Practice,  Carolinas  Medical  Center,
Charlotte,  North  Carolina  from 1992 to 1994.  Dr.  Little  was most  recently
reelected as a director at the annual meeting of stockholders in 1999.


     Harold H. Adams,  Jr.,  54, has served as a director of UCI since June 1994
and as President  and owner of Adams and  Associates,  International,  Adams and
Associates,  and  Southern  Insurance  Managers  since June  1992.  He served as
President of Adams Eaddy and Associates,  an independent  insurance agency, from
1980 to 1992.  Mr.  Adams  has been  awarded  the  Chartered  Property  Casualty
Underwriter  designation and is currently a member of the  President's  Board of
Visitors of Charleston Southern University in Charleston, South Carolina. He has
received  numerous  professional  awards  as the  result  of  over 26  years  of
involvement in the insurance  industry and is a member of many  professional and
civic organizations.  Mr. Adams was most recently reelected as a director at the
annual meeting of stockholders in 2000.

     Thomas G. Faulds, 60, has served as a director of UCI since August 1996 and
as President and Chief Operating Officer, Blue Cross Blue Shield Division,  Blue
Cross Blue Shield of South Carolina  ("BCBS") since October 1991. Mr. Faulds has
been with BCBS since  March  1972  where he has served in key senior  management
positions in government programs, information systems and operations. Mr. Faulds
was most recently  reelected as a director at the annual meeting of stockholders
in 2000.

Executive Officers

     The following  sets forth certain  information  concerning  the persons who
currently serve as executive officers of the Registrant who do not also serve on
the Board of Directors.

     Jerry F.  Wells,  Jr.,  38,  has  served  as Chief  Financial  Officer  and
Executive  Vice President of Finance of UCI since he joined UCI in February 1995
and as Corporate  Secretary of the Company since December 1996. He has served as
Executive  Vice  President of Finance,  Chief  Financial  Officer and  Corporate
Secretary of UCI-SC since December 1996, and of UCI-GA since its organization in
February 1998, and as Corporate Secretary of DC-SC since December 1996. Prior to
joining  the  Company,  he  served  as  a  Senior  Manager  and  consultant  for
PricewaterhouseCoopers  LLP  from  1985  until  February  1995.  Mr.  Wells is a
certified  public  accountant  and is a  member  of the  American  Institute  of
Certified Public Accountants, the South Carolina Association of Certified Public
Accountants and the North Carolina CPA Association.

     D.  Michael  Stout,  M.D.,  56, has served as Executive  Vice  President of
Medical  Affairs of UCI and DC-SC since 1985. He is Board Certified in Emergency
Medicine and is a member of the American  College of Emergency  Physicians,  the
Columbia Medical Society and the American College of Physician Executives.

Board of Directors and Board Committees
Board of Directors

     The  Board of  Directors  met or acted by  written  consent a total of five
times during UCI's fiscal year ended  September 30, 2000.  No director  attended
fewer than 75 percent of the total of such Board  meetings  and the  meetings of
the committees  upon which the director  served.  Among the standing  committees
established  by the Board of Directors are a  Compensation  Committee,  an Audit
Committee,  and a Revenue Enhancement Committee.  The Board of Directors has not
established a nominating  committee for recommending to stockholders  candidates
for positions on the Board of Directors.  Such functions are currently performed
by the Board of Directors acting as a whole. Currently, seven directors serve on
the Board of Directors.

Audit Committee

     The Audit  Committee  consists of Mr. Adams and Dr. Jordan.  This committee
recommends to the Board of Directors the engagement of the independent  auditors
for UCI,  determines the scope of the auditing of the books and accounts of UCI,
reviews the reports submitted by the auditors,  examines  procedures employed in
connection with UCI's internal control structure, reviews and approves the terms
of acquisitions  between UCI and any related party entities,  undertakes certain
other activities related to the fiscal affairs of UCI and makes  recommendations
to the Board of Directors as may be  appropriate.  This  committee  met one time
during UCI's fiscal year ended September 30, 2000.

Compensation Committee

     The  Compensation  Committee  consists  of  Messrs  Adams and  Potok.  This
committee  monitors UCI's executive  compensation  plan,  practice and policies,
including  all   salaries,   bonus  awards  and  fringe   benefits,   and  makes
recommendations  to the Board of  Directors  with respect to changes in existing
executive  compensation  plans and the  formation  and adoption of new executive
compensation  plans.  This committee met one time during UCI's fiscal year ended
September 30, 2000.

Revenue Enhancement Committee

     The Revenue  Enhancement  Committee consists of Messrs.  Adams,  Faulds and
Potok. This committee monitors UCI's ancillary and complementary  services,  and
makes  recommendations to the Board of Directors with respect to changes in such
existing  services.  This  committee did not meet during UCI's fiscal year ended
September 30, 2000.

Item 11.   Executive Compensation

     The  following  table sets forth the total  compensation  earned during the
fiscal year ended  September  30,  2000 and during each of the two prior  fiscal
years by the  President  and Chief  Executive  Officer of UCI and the  executive
officers of UCI whose annual  compensation  from UCI  exceeded  $100,000 for all
services  provided to UCI.  No other  executive  officer of the  Company  earned
compensation  in excess of $100,000 for services  provided to the Company in any
of the three fiscal years reflected in the table.


<TABLE>
<S>                               <C>       <C>            <C>                <C>               <C>
                                            SUMMARY COMPENSATION TABLE


                                                                                Long Term
                                                                               Compensation
                                           Annual Compensation                      Awards

                                                                               Securities
                                   Fiscal                                      Underlying            All Other
Name and Principal Position         Year       Salary (1)     Bonus(1)                           Compensation (2)
                                                                                Options
                                    2000       $325,000 (3)            0           0                   $9,272
M.F. McFarland, III, M.D.
                                                                                   0
Chairman, President and             1999        325,000 (3)      200,000                               5,561
                                                                                   0
Chief Executive Officer             1998        315,000 (3)            0                               8,983


                                    2000        210,000 (4)            0           0                     0
D. Michael Stout, M.D.
                                                                                   0                     0
Executive Vice President of         1999        210,000 (4)       42,000
                                                                                   0                     0
Medical Affairs                     1998        210,000 (4)            0


                                    2000             99,640            0           0                     0
Jerry F. Wells, Jr.
                                                                                   0                     0
Executive Vice President of         1999             99,640       17,260
                                                                                   0                     0
Finance,     Chief     Financial    1998             96,769            0
Officer
</TABLE>

     (1)  Amounts  included  under the  heading  "Salary"  and  "Bonus"  include
compensation from both UCI-SC and DC-SC. The remuneration described in the table
above does not include the cost to UCI of benefits furnished to certain officers
that were extended in connection with the conduct of UCI's business.  The amount
of such benefits  accrued for each of the named  executives in each of the years
reflected in the table did not exceed 10% of the total  annual  salary and bonus
reported for such executive in such year.
     (2)  Amounts  included  under the  heading  "All  Other  Compensation"  are
comprised of premiums for long-term  disability and life  insurance  provided by
UCI for the benefit of Dr. McFarland.

     (3) For services  performed by Dr.  McFarland  for UCI-SC,  a  wholly-owned
subsidiary of UCI, Dr.  McFarland  received an annual salary of $157,500  during
each of the fiscal years ended September 30, 2000,  1999, and 1998. For services
performed by Dr.  McFarland for DC-SC,  an affiliated  professional  association
wholly owned by Dr.  McFarland that contracts with UCI-SC to provide all medical
services at UCI's medical facilities, Dr. McFarland received an annual salary of
$167,500,  $167,500 and $157,500 for the fiscal years ended  September 30, 2000,
1999, and 1998, respectively.

     (4) For services  performed by Dr. Stout for UCI-SC,  Dr. Stout received an
annual  salary of $50,000 in each of the fiscal years ended  September 30, 2000,
1999,  and 1998.  For  services  performed  by Dr.  Stout for DC-SC,  Dr.  Stout
received  an  annual  salary  of  $160,000  in each of the  fiscal  years  ended
September 30, 2000, 1999, and 1998.

Fiscal Year-End Option Values

     The  following  table  sets  forth  certain  information  with  respect  to
unexercised options to purchase Common Stock held at September 30, 2000. None of
the named executive  officers exercised any options during the fiscal year ended
September 30, 2000.

<TABLE>
<S>                                <C>                 <C>                     <C>               <C>
                                               2000 FISCAL YEAR-END
                                                   OPTION VALUES



                                      Number of Securities Underlying                 Value of Unexercised
                                          Unexercised Options at                          In-the-Money
                                              Fiscal Year End                      Options at Fiscal Year End
                                 ------------------------------------------  ---------------------------------------

             Name                   Exercisable          Unexercisable          Exercisable        Unexercisable
---------------------------------------------------- ---------------------- -------------------- -------------------



M.F. McFarland, III, M.D.             206,675                  0                     $                   $
  Chairman, President and                                                           -0-                 -0-
  Chief Executive Officer


                                      109,825
A. Michael Stout, M.D.                                         0                      -0-                  -0-
  Executive Vice President of
  Medical Affairs


                                      134,825
Jerry F. Wells, Jr.                                            0                       -0-                -0-
   Executive Vice President of
   Finance, Chief
Financial        Officer
</TABLE>

Director Compensation

     Non-employee  directors  are  paid a fee of  $500  for  attendance  at each
meeting of the Board of Directors.  Non-employee directors of UCI are reimbursed
by UCI  for  all  out-of-pocket  expenses  reasonably  incurred  by  them in the
discharge  of  their  duties  as  directors,  including  out-of-pocket  expenses
incurred in attending meetings of the Board of Directors.

     During the fiscal year ended September 30, 1996, UCI adopted a Non-Employee
Director Stock Option Plan (the "1996 Non-Employee Plan"). The 1996 Non-Employee
Plan provided for the granting of options to two non-employee  directors for the
purchase of 10,000  shares of 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. At September 30, 2000, there were stock options  outstanding under the
1996 Non-Employee Plan for 10,000 shares, all of which were exercisable.

     During the fiscal year ended September 30, 1997, UCI adopted a Non-Employee
Director Stock Option Plan (the "1997 Non-Employee Plan"). The 1997 Non-Employee
Plan provided for the granting of options to four non-employee directors for the
purchase of 20,000  shares of Common  Stock at the fair  market  value as of the
date of grant.  Under this plan,  5,000  options  were  issued each to Thomas G.
Faulds,  Ashby M.  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. At September 30, 2000, there were stock options  outstanding under the
1997 Non-Employee Plan for 15,000 shares, all of which were exercisable.

Employment Contracts

     Effective August 19, 1999, Dr. McFarland entered into a five-year  contract
with UCI-SC that provides for annual  compensation  of $157,500,  the use of one
automobile and an incentive bonus payable at the end of the fiscal year, subject
to the  determination  of the Board of  Directors  and based upon net income and
gross revenue of the Company for the same year. Also, effective August 19, 1999,
Dr.  McFarland  entered into a five-year  contract  with DC-SC that provides for
annual compensation of $167,500.

     Effective  November 1, 1995,  Dr. Stout  entered into a five-year  contract
with UCI-SC that provides for annual  compensation of $50,000.  Also,  effective
November 1, 1995,  Dr. Stout  entered into a five-year  contract with DC-SC that
provides for annual compensation of $160,000.

Compensation Committee Interlocks and Insider Participation

     During the fiscal  year ended  September  30,  2000,  matters of  executive
compensation  were  decided  by  the  Compensation  Committee  of the  Board  of
Directors. The Compensation Committee is currently composed of Messrs. Adams and
Potok.

Compensation Committee Report on Executive Compensation

     The  compensation  of  the  Company's   executive   officers  is  generally
determined  by  the  Compensation  Committee  of the  Board  of  Directors.  The
following report with respect to certain  compensation  paid or awarded to UCI's
executive  officers during the fiscal year ended September 30, 2000 is furnished
by the directors who comprise the Compensation Committee.

     General Policies.  UCI's compensation  program is intended to enable UCI to
attract,  motivate, reward and retain the management talent to achieve corporate
objectives,  and  thereby  increase  shareholder  value.  It is UCI's  policy to
provide incentives to senior management to achieve both short-term and long-term
objectives. To attain these objectives,  UCI's executive compensation program is
composed  of a base salary and bonus,  which is  generally  established  for the
executive officers in an employment agreement.

     Base Salary.  Base  salaries for each of Dr.  McFarland,  Dr. Stout and Mr.
Wells were  determined by a subjective  assessment  of the  executive  officer's
performance,  in light of the officer's  responsibilities  and position with UCI
and  UCI's  performance   during  prior  periods.   In  evaluating  overall  UCI
performance, the primary focus is upon not only UCI's financial performance, but
also on the  personal  performance  of the  executives  in areas such as quality
assurance and personal development.

     Incentive  Compensation.  Incentive  compensation for each of Dr. McFarland
and Dr. Stout is established in his employment  agreement and is most influenced
by  UCI's  profitability.  It is  completely  "at  risk"  depending  upon  UCI's
performance.  Incentive  compensation is reviewed  periodically and from time to
time by the Compensation Committee and adjusted accordingly.

     Chief Executive Officer Compensation.  Dr. McFarland is one of the original
founders of UCI and has devoted his career to UCI since its  inception  in 1984.
The Compensation  Committee  believes that Dr.  McFarland's  drive,  dedication,
commitment  and  knowledge  have been vitally  important to the  successful  and
ongoing growth of UCI. Dr. McFarland's overall  compensation for the fiscal year
ended  September  30, 2000  consisted of his base  salary.  In  determining  Dr.
McFarland's  compensation,  the Compensation Committee evaluated Dr. McFarland's
personal  performance,  the  performance  of UCI and Dr.  McFarland's  long-term
commitment to the success of and ownership position in UCI.

     Stock Options.  Executive  compensation includes the grant of stock options
in order to more closely align the interests of the executive with the long-term
interests of the shareholders.

Report of Compensation Committee:      Harold H. Adams, Jr. and Thomas G. Faulds

Item 12.   Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain  information  known to UCI regarding
the beneficial ownership of Common Stock as of December 31, 2000. Information is
presented for (i) stockholders  owning more than five percent of the outstanding
Common Stock, (ii) each director and executive officer of UCI, individually, and
(iii) all directors and executive  officers of UCI, as a group.  The percentages
are calculated based on 9,650,478 shares of Common Stock outstanding on December
31, 2000.


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

                                                                       Shares
                                Name                                                              Percentage
                                                                       Beneficially

                                                                       Owned (1)



MainStreet Healthcare Corporation (2)...........................................2,901,396                30.10

Blue Cross Blue Shield of South Carolina (3)....................................2,624,623                27.20
                                                                                                          7.55
M.F. McFarland, III, M.D. (4)..............................................................728,519

Harold H. Adams, Jr...........................................................2,500                     0

Thomas G. Faulds  .............................................-0-                     0

A. Wayne Johnson (5).............................................................2,901,396               30.10

Ashby M. Jordan, M.D..................................................................-0-                    0

John M. Little, Jr., M.D..............................................................-0-                    0

Charles M. Potok. .......................................................-0-                          0

D. Michael Stout, M.D. (6) ..............................................357,185                   3.70

Jerry F. Wells, Jr. (7) ...............................................134,825                1.40

All current directors and executive officers
   as a group (9 persons).......................................................4,124,425                42.74
</TABLE>

  *      Amount represents less than 1.0 percent.

     (1) Beneficial ownership reflected in the table is determined in accordance
with the rules  and  regulations  of the SEC and  generally  includes  voting or
investment  power with respect to  securities.  Shares of Common Stock  issuable
upon  the  exercise  of  options  currently   exercisable  or  convertible,   or
exercisable or convertible  within 60 days, are deemed outstanding for computing
the percentage  ownership of the person holding such options, but are not deemed
outstanding for computing the percentage  ownership of any other person.  Except
as  otherwise  specified,  each  of the  stockholders  named  in the  table  has
indicated to the Company that such  stockholder  has sole voting and  investment
power  with  respect to all shares of Common  Stock  beneficially  owned by that
stockholder.
     (2) The business address of the named beneficial owner is 2370 Main Street,
Tucker, Georgia 30084.
     (3) The business  address of the named  beneficial  owner is I-20 at Alpine
Road,  Columbia,  SC 29219. The shares reflected in the table are held of record
by CHC  (2,006,442  shares)  and  CP&C  (618,181  shares),  each of  which  is a
wholly-owned subsidiary of BCBS.
     (4) The business address of the named beneficial owner is 1901 Main Street,
Suite 1200,  Columbia,  SC 29201.  Shares reflected in the table include 206,675
shares issuable pursuant to currently exercisable stock options.
     (5) All  shares  reflected  as  beneficially  owned  are held of  record by
MainStreet  Healthcare  Corporation.  Mr. Johnson is Chairman,  Chief  Executive
Officer and a principal shareholder of MainStreet Healthcare Corporation.
     (6) Includes  109,825  shares  issuable  pursuant to currently  exercisable
stock options.
     (7) All  shares  are  issuable  pursuant  to  currently  exercisable  stock
options.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the 1934 Act requires the directors and officers of UCI to
file reports of holdings and  acquisitions  in Common Stock with the  Securities
and  Exchange  Commission  (the "SEC").  Based on the Company  records and other
information,  UCI believes  that all SEC filing  requirements  applicable to its
directors  and officers were complied with in respect to UCI's fiscal year ended
September 30, 2000.

Item 13.   Certain Relationships and Related Transactions
Administrative Services Agreements

     UCI-SC has entered into an  Administrative  Services  Agreement with DC-SC.
UCI-GA has entered into Administrative Services Agreements with Doctor's Care of
Tennessee,  P.C.  Under these  Administrative  Services  Agreements,  UCI-SC and
UCI-GA  perform all  non-medical  management  of the UCI-PCs and have  exclusive
authority over all aspects of the business of the PCs (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 PCs 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.

     During  UCI's fiscal years ended  September  30, 2000 and 1999,  the P.A.'s
received  an   aggregate   of   approximately   $39,953,000   and   $40,470,000,
respectively,  in fees prior to  deduction  by the P.A.'s of their  payroll  and
other related  deductible costs covered under the  Administrative  Agreement and
its predecessor agreement. For accounting purposes, the operations of the P.A.'s
are combined with the  operations  of UCI and are reflected in the  consolidated
financial  statements  of the  Company.  Pursuant  to the  employment  agreement
between  DC-SC and Dr.  McFarland,  Dr.  McFarland  serves as Executive  Medical
Director of the Centers,  and is paid an annual  salary for his services in such
position.  Pursuant to the employment agreement between DC-SC and Dr. Stout, Dr.
Stout provides  medical services to DC-SC, and is paid an annual salary for such
services.  Dr.  McFarland  is the  Chief  Executive  Officer  of UCI  and is the
President,  sole  director and sole owner of DC-SC.  Dr. Stout is the  Executive
Vice President of Medical Affairs for the Company, UCI-SC and UCI-GA, and is the
President,  sole director and sole stockholder of Doctor's Care of Georgia, P.C.
and Doctor's Care of Tennessee, P.C.

Medical Center Leases

     At September 30, 2000,  UCI-SC leased one medical center  facility from CHC
and  one  medical  center  facility  from  CP&C  under  operating   leases  with
fifteen-year  terms  expiring  in 2009 and 2010.  The terms of these  leases are
believed  to be no more or less  favorable  to UCI-SC than those that would have
been obtainable through  arm's-length  negotiations with unrelated third parties
for similar  arrangements.  Each of these leases has a five-year renewal option,
and a rent guarantee by DC-SC.  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 fiscal years ended
September 30, 2000 and 1999 were $64,968 and $257,025, respectively.

     The Doctor's Care Northeast  facility is leased from a partnership in which
Dr. McFarland is a general partner.  The lease was renewed in October 1997 for a
fifteen-year  term.  The terms of this lease are  believed to be no more or less
favorable  to  UCI-SC  than  those  that  would  have  been  obtainable  through
arm's-length negotiations with unrelated third parties for similar arrangements.
Total lease  payments  made by UCI-SC  under this lease  during the fiscal years
ended  September  30, 2000 and 1999 were $96,000 each year,  plus  utilities and
real estate taxes.

     Beginning in August 1999, the Doctor's Care facility in Tucker, Georgia was
leased from A. Wayne Johnson. The terms of this lease are believed to be no more
or less favorable to UCI-SC than those that would have been  obtainable  through
arm's-length negotiations with unrelated third parties for similar arrangements.
The lease agreement  expires in March 2008.  Total lease payments made by UCI-SC
under this lease during the fiscal years ended  September 30, 2000 and 1999 were
$57,600 and $7,200, respectively.

Other Transactions with Related Parties

     At December 31, 2000, CHC owned  2,006,442  shares of Common Stock and CP&C
owned  618,181  shares of Common  Stock,  which  combine to  approximately  27.2
percent of the outstanding  Common Stock. Each of CHC and CP&C is a wholly-owned
subsidiary of BCBS. The following is a historical summary of purchases of Common
Stock by BCBS subsidiaries directly from UCI.

<TABLE>
<S>         <C>               <C>                <C>                  <C>               <C>
                                                                       Price              Total
              Date                BCBS              Number              per             Purchase
            Purchased          Subsidiary          of Shares           Share              Price
       -------------------  -----------------   ----------------  ----------------  ------------------

            12/10/93              CHC               333,333            $1.50            $ 500,000

            06/08/94              CHC               333,333            3.00              1,000,000

            01/16/95              CHC               470,588            2.13              1,000,000

            05/24/95              CHC               117,647            2.13                250,000

            11/03/95              CHC               218,180            2.75                599,995

            12/15/95              CHC               218,180            2.75                599,995

            03/01/96              CHC               109,091            2.75                300,000

            06/04/96              CP&C              218,181            2.75                599,998

            06/23/97              CP&C              400,000            1.50                600,000
</TABLE>

     The Common Stock  acquired by CHC and CP&C  directly from UCI was purchased
pursuant to exemptions from the registration  requirements of federal securities
laws available under Section 4(2) of the 1933 Act. Consequently,  the ability of
the  holders to resell  such  shares in the public  market is subject to certain
limitations and  conditions.  The shares acquired by CHC and CP&C were purchased
at share prices below market value at the  respective  dates of purchase in part
as a consequence of the lower issuance costs incurred by the Company in the sale
of these  unregistered  securities  and in part as consequence of the restricted
nature of the shares. CHC and CP&C have the right to require registration of the
stock under certain  circumstances as described in the respective stock purchase
agreements. BCBS and its subsidiaries have the option to purchase as many shares
as may be necessary for BCBS and its  subsidiaries  to maintain  ownership of 47
percent of the outstanding  Common Stock in the event that UCI issues additional
stock to other  parties  (excluding  shares  issued to employees or directors of
UCI).

     During the fiscal year ended  September  30,  1994,  UCI-SC  entered into a
capital  lease  purchase  agreement  with BCBS for a new  billing  and  accounts
receivable system, which includes computer equipment,  for an aggregate purchase
price of $504,000. UCI-SC has the option to purchase the equipment at the end of
the lease term for $1. The lease  obligation  recorded at September  30, 2000 is
$220,653,  which  includes  lease  addenda.  The  terms  of the  lease  purchase
agreement are believed to be no more or less  favorable to UCI-SC than the terms
that would have been obtainable through arm's-length negotiations with unrelated
third  parties  for a similar  billing and  accounts  receivable  system,  which
includes computer equipment.

     During the fiscal year ended  September  30, 1994,  UCI-SC  entered into an
agreement with CP&C pursuant to which UCI-SC, through DC-SC, acts as the primary
care  provider  for  injured  workers of firms  carrying  worker's  compensation
insurance through CP&C. Additionally, during the fiscal year ended September 30,
1995,  UCI-SC  executed  a  $400,000  note  payable  to CP&C  payable in monthly
installments  of $4,546  (including 11 percent  interest)  from April 1, 1995 to
March 1, 2010,  collateralized by certain accounts receivable.  The terms of the
agreement  with CP&C are believed to be no more or less favorable to UCI-SC than
those that would have been obtainable  through  arm's-length  negotiations  with
unrelated third parties for similar arrangements.

     UCI-SC, through DC-SC, provides services to members of a health maintenance
organization  operated  by CHC who have  selected  DC-SC as their  primary  care
provider. The terms of the agreement with CHC are believed to be no more or less
favorable  to  UCI-SC  than  those  that  would  have  been  obtainable  through
arm's-length negotiations with unrelated third parties for similar arrangements.

     The employees of UCI and its  subsidiaries  are offered  health,  life, and
dental  insurance  coverage at group rates from BCBS and its  subsidiaries.  The
group rates offered to the employees of UCI and its subsidiaries are believed to
be no more or less favorable to UCI and its  subsidiaries  than those that would
have been  obtainable  through  arm's-length  negotiations  with unrelated third
parties for similar services.



                                   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 24 are filed as part of this report on Form 10-K/A.

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

(b)      Reports on Form 8-K
     There were no reports filed on Form 8-K for the quarter ended September 30,
2000.




              INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S>                                                                                                    <C>

                                                                                                        Page(s)

Report of Independent Accountants............................................................................25

Consolidated Balance Sheets at September 30, 2000 and 1999...................................................26

Consolidated Statements of Operations for the years
         ended September 30, 2000, 1999 and 1998.............................................................27

Consolidated Statements of Changes in Stockholders' Equity
         for the years ended September 30, 2000, 1999 and 1998...............................................28

Consolidated Statements of Cash Flows for the years
         ended September 30, 2000, 1999 and 1998.............................................................29

Notes to Consolidated Financial Statements................................................................30-46

</TABLE>

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



                    Report of Independent Accountants






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,  of 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, 2000 and 1999, and the results of their  operations and their cash
flows for each of the three years in the period ended  September  30,  2000,  in
conformity with accounting principles generally accepted in the United States of
America.  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 of
America,  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 our opinion.

     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 a current year net loss, an  accumulated
deficit, and a working capital deficiency. 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

December 27, 2000
Charlotte, North Carolina


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

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

                                         UCI Medical Affiliates, Inc.
                                          Consolidated Balance Sheets

                                                                                   September 30,
                                                                       ---------------------------------------
                                                                              2000                 1999
                                                                       -------------------    ----------------
Assets
Current assets
   Cash and cash equivalents                                                   $  302,927          $   66,159
   Accounts receivable, less allowance for doubtful accounts
       of $1,549,048 and $1,482,522                                             6,958,745           8,399,743
   Inventory                                                                      623,497             590,318
   Prepaid expenses and other current assets                                      933,130             748,467
                                                                       -------------------    ----------------
Total current assets                                                            8,818,299           9,804,687

Property and equipment less accumulated depreciation of
   $6,035,106 and $4,921,458                                                    4,326,093           4,796,643
Excess of cost over fair value of assets acquired, less
   accumulated amortization of $2,616,455 and $2,650,249                        4,595,690           8,711,255
Other assets                                                                       41,500              41,500
                                                                       -------------------    ----------------
Total Assets                                                                  $17,781,582        $ 23,354,085
                                                                       ===================    ================

Liabilities and Stockholders' Equity
Current liabilities
   Book overdraft                                                             $ 1,184,257          $  803,257
   Current portion of long-term debt                                            6,489,280           4,557,797
   Accounts payable                                                             3,511,545           3,341,712
   Accrued salaries and payroll taxes                                           2,544,102           2,292,542
   Other accrued liabilities                                                    1,318,362           1,098,859
                                                                       -------------------    ----------------
Total current liabilities                                                      15,047,546          12,094,167

Long-term debt, net of current portion                                          2,463,034           4,886,435
                                                                       -------------------    ----------------
Total Liabilities                                                              17,510,580          16,980,602
                                                                       -------------------    ----------------

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 9,650,515 shares                      482,526             482,526
   Paid-in capital                                                             21,723,628          21,723,628
   Accumulated deficit                                                       (21,935,152)        (15,832,671)
                                                                       -------------------    ----------------
Total Stockholders' Equity                                                        271,002           6,373,483
                                                                       -------------------    ----------------

Total Liabilities and Stockholders' Equity                                    $17,781,582        $ 23,354,085
                                                                       ===================    ================
</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.
<TABLE>
<S>                                                           <C>                   <C>                      <C>
                                         UCI Medical Affiliates, Inc.
                                     Consolidated Statements of Operations



                                                                             For the Years Ended September 30,
                                                              -----------------------------------------------------------------
                                                                    2000                    1999                   1998
                                                              ------------------     -------------------     ------------------

Revenues                                                            $39,953,311             $40,470,462            $37,566,037
Operating costs                                                      38,126,570              35,975,055             39,094,276
                                                              ------------------     -------------------     ------------------
Operating margin                                                      1,826,741               4,495,407            (1,528,239)

General and administrative expenses                                      86,025                  94,431                113,172
Realignment and impairment charges                                    4,128,376                       0              3,702,546
Depreciation and amortization                                         1,719,502               1,954,109              1,950,148
                                                              ------------------     -------------------     ------------------
Income (loss) from operations                                       (4,107,162)               2,446,867            (7,294,105)

Other income (expenses)
   Interest expense and other charges                               (1,995,319)             (1,471,864)            (1,463,792)
   Gain (loss) on disposal of equipment                                       0                (65,245)
                                                                                                                         1,936
                                                              ------------------     -------------------     ------------------
Other income (expense)                                              (1,995,319)             (1,537,109)            (1,461,856)

Income (loss) before income tax (expense) benefit                   (6,102,481)                 909,758            (8,755,961)
Income tax (expense) benefit                                                  0                       0            (1,752,182)
                                                              ------------------     -------------------     ------------------
Net income (loss)                                                  $(6,102,481)               $ 909,758          $(10,508,143)
                                                              ==================     ===================     ==================

Basic and diluted earnings (loss) per share                          $    (.63)                $    .11             $   (1.61)
                                                              ==================     ===================     ==================

Basic weighted average common shares outstanding                      9,650,515               8,536,720              6,545,016
                                                              ==================     ===================     ==================

Diluted weighted average common shares outstanding                    9,656,563               8,543,515              6,545,016
                                                              ==================     ===================     ==================
</TABLE>

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

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

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



                                              Common Stock                  Paid-In            Accumulated
                                     -------------------------------
                                         Shares          Par Value          Capital              Deficit               Total
                                     ---------------    -------------    ---------------    ------------------    ----------------
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)         (27,504)          (195,829)                    --           (223,333)
                                     ---------------    -------------    ---------------    ------------------    ----------------
Balance, September 30, 1999               9,650,515         482,526          21,723,628          (15,832,671)          6,373,483
   Net income (loss)                                                                              (6,102,481)         (6,102,481)
                                                 --               --                 --
   Issuance of common stock
                                                 --               --                 --                    --                  --
   Retirement of common stock
                                                 --               --                 --                    --                  --
                                     ---------------    -------------    ---------------    ------------------    ----------------
Balance, September 30, 2000               9,650,515         482,526          21,723,628          (21,935,152)             271,002
                                     ===============    =============    ===============    ==================    ================
</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.
<TABLE>
<S>                                                              <C>                   <C>                  <C>
                                          UCI Medical Affiliates, Inc.
                                     Consolidated Statements of Cash Flows

                                                                             For the Years Ended September 30,
                                                                 -----------------------------------------------------------
                                                                       2000                  1999                1998
                                                                 ------------------    -----------------    ----------------
Operating activities:
Net income (loss)                                                     $(6,102,481)             $909,758       $(10,508,143)
Adjustments to reconcile net income (loss) to net
   cash provided by  (used in) operating activities:
      (Gain) loss on disposal of equipment                                       0               65,245
                                                                                                                    (1,936)
      Provision for losses on accounts receivable                        2,808,486            2,289,187           2,978,024
      Depreciation and amortization                                      1,719,502            1,954,109           1,950,148
      Deferred taxes                                                             0                    0           1,752,182
      Non-cash realignment and impairment charges                        3,567,376                    0           3,702,546
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                          (1,367,488)          (1,900,310)         (4,337,212)
   (Increase) decrease in inventory                                       (33,179)             (99,977)            (40,466)
   (Increase) decrease in prepaid expenses and other
      current assets                                                     (184,663)              126,942           (256,092)
   Increase (decrease) in accounts payable and accrued
      expenses                                                             640,894            (699,626)           3,265,841
                                                                 ------------------    -----------------    ----------------

Cash provided by (used in) operating activities                          1,048,447            2,645,328         (1,495,108)
                                                                 ------------------    -----------------    ----------------

Investing activities:
Purchases of property and equipment                                      (857,609)            (617,566)           (334,121)
Disposals of property and equipment                                        156,845               41,083
                                                                                                                      3,500
Acquisitions of goodwill                                                         0             (73,763)         (1,090,978)
(Increase) decrease in other assets                                              0              202,177              22,701
                                                                 ------------------    -----------------    ----------------

Cash used in investing activities                                        (700,764)            (448,069)         (1,398,898)
                                                                 ------------------    -----------------    ----------------

Financing activities:
Proceeds from issuance of common stock,
   net of redemptions                                                            0                    0           1,102,072
Net borrowings (payments) under line-of-credit agreement                   773,001            (767,704)             539,899
Proceeds from increase in long-term debt                                         0                    0           2,091,232
Increase (decrease) in book overdraft                                      381,000            (325,660)           1,122,243
Payments on long-term debt                                             (1,264,916)          (1,373,659)         (1,859,030)
                                                                 ------------------    -----------------    ----------------

Cash provided by (used in) financing activities                          (110,915)          (2,467,023)           2,996,416
                                                                 ------------------    -----------------    ----------------

Increase (decrease) in cash and cash equivalents                           236,768            (269,764)             102,410
Cash and cash equivalents at beginning of year                              66,159              335,923             233,513
                                                                 ------------------    -----------------
                                                                 ------------------    -----------------    ----------------

Cash and cash equivalents at end of year                                $  302,927           $   66,159           $ 335,923
                                                                 ==================    =================    ================
</TABLE>

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


                                         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 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.  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.

     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

Property and equipment is recorded at cost.

     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

     During fiscal year 1998, the Company  changed  prospectively  the estimated
life  recorded on all goodwill 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 the individual  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   $670,000,   $1,400,000,   and
$2,700,000,  for the fiscal  years  ended  September  30,  2000,  1999 and 1998,
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.


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,
2000 and 1999.  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.

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 current  year net loss of  $6,102,000,  working
capital  deficiency of $6,229,000  and an  accumulated  deficit of  $21,935,000.
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.  However,
there can be no assurances that the Company will be successful in refinancing or
renewing outstanding debt instruments.

     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  closure  of the  Atlanta  centers,  which  were  unprofitable,  had an
immediate  positive  offset on the Company in the fourth  quarter of fiscal year
2000. This improvement is expected to continue into fiscal year 2001 and beyond.
However, there can be no assurances that these improvements will continue.

3.       Property and Equipment

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


                                                   September 30, 2000                September 30, 1999
                                             -------------------------------   --------------------------------

                               Useful Life
                                  Range                          Accum                              Accum
                                (in years)        Cost        Depreciation          Cost        Depreciation
                                   5-40           $ 412,750        $ 74,218          $412,750          $59,781
Building
                                   N/A               66,000               0            66,000                0
Land
                                   5-39           1,281,450         881,784         1,128,841          694,406
Leasehold Improvements
                                   1-5            1,472,377         931,639         1,447,516          731,348
Furniture & Fixtures
                                   1-5            1,402,274         985,697         1,404,267          835,735
EDP -- Companion
                                   1-5              998,511         627,049           898,973          485,500
EDP -- Other
                                   5-10           3,630,184       1,962,494         3,527,323        1,671,350
Medical Equipment
                                   1-5            1,062,553         544,490           797,332          418,688
Other Equipment
                                   3-10              35,100          27,735            35,099           24,650
Autos
                                             --------------- ---------------   --------------- ----------------
                                                $10,361,199      $6,035,106        $9,718,101       $4,921,458
Totals
                                             =============== ===============   =============== ================
</TABLE>

     At September 30, 2000 and 1999 capitalized  leased equipment included above
amounted  to  approximately  $1,829,000  and  $3,904,000,   net  of  accumulated
amortization of $873,000 and $1,961,000, respectively.

     Depreciation expense equaled $1,167,676, $1,209,262, and $1,092,579 for the
years ended September 30, 2000, 1999 and 1998, respectively.

4.       Business Combinations

There were no acquisitions for fiscal years 2000 or 1999.

     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 table  below  reflects  unaudited  pro forma  combined  results  of the
Company as if the  acquisition  had taken place at the  beginning of fiscal year
1998:

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

                  Revenue                                        $41,216,534

                  Net income (loss)                              $(12,177,005)

                  Basic earnings (loss) per share                $       (1.86)
</TABLE>


     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.

5.       Income Taxes

     The  components of the  (benefit)  provision for income taxes for the years
ended September 30 are as follows:
<TABLE>
<S>                                                        <C>                  <C>
                                                               2000                  1999

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

Deferred:
                                                                   $  0                  $   0
   Federal
                                                                      0                      0
   State
                                                           -------------        ---------------
                                                                   $  0                  $   0
Total income tax expense (benefit)
                                                           =============        ===============
</TABLE>

     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, 2000,  1999,  and 1998 the  Company's  deferred tax assets
(liabilities) and the related valuation allowances are as follows:
<TABLE>
<S>                                        <C>                   <C>                  <C>

                                                 2000                  1999                1998

                                           ------------------    -----------------    ----------------
                                                    $573,148            $ 548,533         $ 1,302,267
Accounts receivable
                                                      12,283                9,512
Other
                                                                                               52,604
                                                   7,402,625            5,860,524
Operating loss carryforwards                                                                4,069,762
                                                   (429,151)            (200,761)
Fixed assets                                                                                  923,200
Accounts payable                                      82,655              104,670             295,068
                                           ------------------    -----------------    ----------------
                                                  $7,641,560           $6,322,478
                                                                                          $ 6,642,901
                                           ==================    =================    ================
                                                  $7,641,560           $6,322,478
Valuation allowance                                                                       $ 6,642,901
                                           ==================    =================    ================
</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>
                                                 2000                  1999
                                                                                           1998
                                           ------------------    -----------------    ----------------
                                                $(1,964,344)            $ 309,318
Tax at federal statutory rate                                                           $ (2,977,027)

Effect on rate of:
                                                     730,838             (66,442)
  Amortization of goodwill                                                                    893,281
                                                      20,562               50,752
  Non deductible expenses                                                                      33,502
                                                         815                  815
  Life insurance premiums                                                                         887
                                                   (106,953)               25,980
  State income taxes & other                                                                (262,679)
                                                           0                    0
  Acquisitions of medical practices                                                       (1,233,382)
                                                   1,319,082            (320,423)
  Change in valuation allowance                                                             5,297,600
                                           ------------------    -----------------    ----------------
                                                     $     0               $    0
                                                                                          $ 1,752,182
                                           ==================    =================    ================
</TABLE>

     At  September  30,  2000,  the  Company  has net tax  operating  loss (NOL)
carryforwards expiring in the following years ending September 30,
<TABLE>
<S>                <C>

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

2020                  4,167,839
                ----------------
                    $19,096,159

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

     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  for years with NOL's that
expire prior to 2011. The Company may use $893,507 of net operating losses on an
annual basis.

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

o        Recent historical operations results.

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

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

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

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

     A valuation  allowance of $7.6  million and $6.3  million at September  30,
2000 and 1999,  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.

6.       Long-Term Debt

Long-term debt consists of the following at September 30:
<TABLE>
<S>                                                                          <C>                  <C>
                                                                                   2000                 1999
                                                                             -----------------    -----------------
Revolving line of credit with a financial institution in the maximum
amount of $4,000,000 dated August 10, 2000, renewable annually, bearing
interest at a rate of prime plus 2.5% (prime rate is 9.50% as of September
30, 2000), collateralized by accounts receivable from third party payors ,
fixed assets, and inventory, renewable annually. Availability is limited
by accounts receivable type and age as defined in the agreement.  At
September 30, 2000, the Company had no additional borrowings available             $3,451,039           $2,678,039
under the terms of the agreement.

Convertible subordinated debenture (to the Company's common stock at $3.20
per share) 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 9.50 % as of
September 30, 2000), through February 1, 2009 collateralized by accounts              915,222            1,021,889
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.                                    422,859              593,579

Note payable to a financial institution in the amount of $408,000, dated
April 17, 2000, payable in monthly installments of principal and interest
at a rate of prime plus 1% (prime rate is 9.50% as of September 30, 2000)
maturing on May 2, 2004, collateralized by common stock of the Company
owned by the President as well as a life insurance policy on the president            369,306              450,000
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,                  319,102              337,446
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 9.50% as of September 30,
2000) of $3,100 from April 1997 to February 2002, with a final payment of
all remaining principal and accrued interest due in March 2002,                       236,760              249,520
collateralized by a mortgage on one of the Company's medical facilities
with a net book value of approximately $405,000.



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               199,467              227,113
physician employees of the P.A.


Note payable in the amount of $43,500 dated September 1, 1997, with
monthly installments (including 8% interest) of $1,500, payable from                        0               17,302
January 1998 to September 2000.


                                                                                   2000                 1999
                                                                             -----------------    -----------------



Notes payable in monthly installments over three to four years at interest                522                4,091
rates ranging from 3.9% to 10.5%, collateralized by related vehicles.

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               42,225

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               34,500
                                                                             -----------------    -----------------

                                                                                    7,414,277            7,155,704
     Subtotal


                                                                                    1,538,037            2,288,528
Capitalized lease obligations
                                                                             -----------------    -----------------
                                                                                    8,952,314            9,444,232

                                                                                  (6,489,280)          (4,557,797)
Less, current portion
                                                                             -----------------    -----------------
                                                                                   $2,463,034           $4,886,435

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

     The  convertible  debenture,  the  MainStreet  note,  and the $199,467 note
payable to a  financial  institution  have been  classified  as  current  due to
payment term violations at September 30, 2000.

Aggregate maturities of notes payable and capital leases are as follows:
<TABLE>
<S>                                  <C>                <C>                    <C>

                                      Notes Payable      Capital Leases
Year ending September 30:                                                          Total
                                     ----------------    ----------------     ----------------
                                          $5,840,198           $ 649,082           $6,489,280
     2001
                                             168,784             444,040              612,824
     2002
                                             171,429             375,991              547,420
     2003
                                             272,674              66,122              338,796
     2004
                                             439,498               2,802              442,300
     2005
                                             521,694                   0              521,694
Thereafter
                                     ----------------    ----------------     ----------------
                                          $7,414,277          $1,538,037           $8,952,314

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

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 $221,966,  $159,201, and $182,681 in fiscal years 2000, 1999,
and 1998, 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
$65,112, $49,640 and $34,189 in fiscal years 2000, 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

     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.")
<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 09/30/98                                 737,000
                                     12,300                                   10,000                  15,000
                                  ----------         -----------          -----------             -----------

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

   Forfeited FY 98/99                 (700)           (154,175)                                            0
                                                                                   0
                                  ----------         -----------          -----------             -----------
Outstanding at 09/30/99              11,600             582,825
                                                                              10,000                  15,000
                                  ----------         -----------          -----------             -----------

   Exercisable at 09/30/99           11,600
                                                              0                    0                       0

   Forfeited FY 99/00                 (500)            (17,500)                    0                       0
                                  ----------         -----------          -----------             -----------
Outstanding at 09/30/00              11,100             565,325               10,000                  15,000
                                  ----------         -----------          -----------             -----------

  Exercisable at 09/30/00            11,100                   0                    0                       0
</TABLE>

     The Company has not granted  options  under any plans  during  fiscal years
2000, 1999 and 1998 and there have been no shares  exercised  during 2000, 1999,
or 1998.

     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>                    <C>

                                                                                 1996                  1997
          Weighted Average                                                 Non-Employee Plan       Non-Employee
           Exercise Price                 1984 Plan        1994 Plan                                   Plan
-------------------------------------    -------------    -------------    ------------------    ------------------


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                            .25           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
                                         -------------    -------------    ------------------    ------------------

    Granted FY 99/00                                0                0                     0                     0
    Exercised FY 99/00                              0                0                     0                     0
    Forfeited FY 99/00                            .25             3.04                     0                     0
                                         -------------    -------------    ------------------    ------------------

Outstanding at 09/30/00                           .25             2.63                  3.50                  2.50
                                         -------------    -------------    ------------------    ------------------

   Exercisable at 09/30/00                        .25                0                     0                     0
                                         -------------    -------------    ------------------    ------------------
</TABLE>

     The following table summarizes options outstanding and exercisable by price
range as of September 30, 2000:
<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
--------------------     ---------------     ---------------    ------------    --------------    ------------


                                 11,100      2.25 years                $.25            11,100            $.25
$0.00 to $  .99
                                154,650      6.67 years                1.94                 0             N/A
$1.00 to $1.99
                                288,675      3.72 years                2.56                 0             N/A
$2.00 to $2.99
                                104,000      3.65 years                3.35                 0             N/A
$3.00 to $3.99
                                 43,000      1.68 years                4.28                 0             N/A
$4.00 to $4.99
                                                                                                  ------------
                         ---------------                                        --------------
                                601,425                                                11,100

                         ===============                                        ==============
</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
2000,  1999 and  1998  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
                                                   --------------------------------------------------------
                                                       2000               1999
                                                                                                1998
                                                   -------------    ------------------    -----------------


                                                   $(6,102,481)              $909,758        $(10,508,143)
Net income (loss)  - as reported
                                                    (6,147,481)               774,143         (10,687,809)
Net income (loss) - pro forma

Basic and diluted earnings (loss) per                     (.63)                   .11
    share - as reported                                                                             (1.61)

Basic and diluted earnings (loss) per                     (.64)                   .09
    share - pro forma                                                                               (1.63)
                                                      9,650,515             8,536,720            6,545,016
Basic weighted average number of shares
Diluted weighted average number of shares             9,656,563             8,543,515            6,545,016
</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:

                                               Zero
Expected Dividend Yield
                                               35.77%
Expected Stock Price Volatility
                                               5.45% to 6.75%
Risk-free Interest Rate
                                               1 -- 6 years
Expected Life of Options


     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  the
convertible  debenture  holder  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. No warrants were issued in
fiscal year ended September 30, 2000.

     The following is a schedule of warrants issued and  outstanding  during the
years ended September 30, 2000, 1999 and 1998:
<TABLE>
<S>  <C>                             <C>                <C>               <C>                  <C>

                                       Number of          Exercise              Date            Expiration
                                       Warrants            Price            Exercisable            Date
                                     --------------    ---------------     ---------------     --------------

Outstanding at 09/30/97                    305,000

Activity during FY 97/98:
     Issued at $2.5625                      25,000            $2.5625         10/06/97           10/05/01
     Issued at $2.5625                      10,000             2.5625         04/06/98           10/05/01
     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

Activity during FY 99/00:
     Exercised                                   0
     Expired                                     0
                                     --------------
Outstanding at 09/30/00                    225,000
                                     ==============
</TABLE>

     Of the 225,000 outstanding at September 30, 2000, 150,000 warrants at $1.00
per share expire on March 3,2004,  45,000  warrants at a range of $2.56 to $0.72
per share  expire on  October 5, 2001,  and 30,000  warrants  at $1.94 per share
expire on June 18, 2002.

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.

     Future minimum lease payments under noncancellable  operating leases with a
remaining term in excess of one year as of September 30, 2000, are as follows:

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

                                                  Operating Leases
                                              ----------------------

          Year ending September 30:

                    2001                                   2,871,963

                    2002                                   2,604,802

                    2003                                   2,361,046
                    2004                                   2,305,840
                    2005                                   2,280,212
                    Thereafter                            19,187,808
                                                   ----------------------

         Total minimum lease payments                    $31,611,671
                                                   ======================
</TABLE>


     Total rental expense under operating leases for fiscal 2000, 1999, and 1998
was approximately $2,708,000, $2,510,000, and $2,499,000, 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, 2000, 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 2000,  UCI-SC leased four medical center facilities from
CHC and one from CP&C. At September 30, 2000,  UCI-SC leases one medical  center
facility from CHC under an operating lease with a fifteen-year  term expiring in
2008.  This lease has a five year renewal  option,  and a rent  guarantee by the
South  Carolina  P.A.  Total lease  payments  made by UCI-SC  under these leases
during the Company's  fiscal years ended September 30, 2000, 1999, and 1998 were
$64,968, $257,025, and $326,093, 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,
2000, 1999 and 1998 were $153,600, $103,200, and $62,400, 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, 2000,
1999, and 1998 were $49,250, $205,981, and $444,153, respectively.

Other Transactions with Related Parties

     At September 30, 2000, BCBS and its subsidiaries  control 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).

     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, 2000 is $220,653.

     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 years 2000 and 1999,  the Company paid
$266,488 and $102,687 to BCBS in administrative  fees,  respectively.  In fiscal
years 1999 and 1998,  the Company paid $508,000 and $939,000,  respectively,  in
premiums.

     During  fiscal year 2000,  1999,  and 1998,  the Company  paid BCBS and its
subsidiaries $170,517, $208,000, and $70,000, respectively, in interest.

     Revenues  generated  from  billings  to BCBS and its  subsidiaries  totaled
approximately  26%, 18% and 18% of the Company's total revenues for fiscal years
2000, 1999, and 1998.

11.  Income (Loss)  Per Share

     The  calculation  of basic income (loss) per share is based on the weighted
average  number of shares  outstanding  (9,650,515 in fiscal 2000,  8,536,720 in
fiscal 1999,  and 6,545,016 in fiscal  1998).  Fully  diluted  weighted  average
common shares outstanding  during fiscal year 2000 were 9,656,563.  Warrants and
options to purchase 826,425 shares, 903,050 shares, and 852,000 shares of common
stock were excluded from the  calculation  at September 30, 2000,  September 30,
1999 and September 30, 1998, 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. Approximately 7%
of the  Company's  year end accounts  receivable  balance is due from Blue Cross
Blue Shield of South Carolina.  No other single payor represents more than 5% of
the year end balance.

     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, 2000,  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  $1,682,329,   $1,374,364,   and
$1,463,991, in the years ended September 30, 2000, 1999, and 1998, respectively.
The Company made no income tax payments in the years ended  September  30, 2000,
1999, and 1998, respectively.

Supplemental Non-Cash Financing Activities

     Capital lease  obligations of 0, $255,862,  and $1,138,231 were incurred in
fiscal 2000, 1999, and 1998.

     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 a 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 Impairment Charges

     Effective  June  30,  2000,  the  Company  closed  its  Atlanta   physician
practices.  The performance of these centers,  which were originally acquired in
May 1998,  did not meet the  expectations  of the Company and the Company was no
longer  committed  to the Georgia  market.  As a result of the decision to close
these centers  coupled with the fact that the remaining  projected  undiscounted
cash  flows  were less than the  carrying  value of the  long-lived  assets  and
goodwill for these  centers,  the Company  recorded an impairment in the quarter
ended March 31, 2000 of $3,567,376 to reduce the goodwill to its fair value.

     Additionally,  the Company  has  incurred  and expects to incur  additional
costs  associated  with the decision to close the Atlanta  centers.  These costs
relate  primarily to exiting  certain  lease  obligations  and paying  severance
benefits  to certain  employees  at the  closed  locations.  Severance  costs of
$185,000 and lease obligations,  net of estimated  sub-lease income, of $376,000
are included in the line item Realignment and Impairment  Charges.  At September
30,  2000,   $242,000  remains  accrued  and  unpaid  relating  to  these  lease
obligations. All severance has been paid as of September 30, 2000.

     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.

     In addition,  the Company  accrued  $599,975 of estimated  operating  lease
obligations  related to closed Centers (this amount is included in the operating
cost line item in fiscal year 1998). 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 by $329,094 when three landlords
released  the Company  from its  obligation  and during  fiscal  year 2000,  the
Company  changed its  estimate by $29,500  relating to the one  remaining  lease
obligation.
<TABLE>
<S>  <C>    <C>                                                              <C>
      Estimated lease and severance obligations at September 30, 1997               $    0
           Accrued lease obligations during fiscal year 1998                       599,975
                                                                             --------------
      Balance at September 30, 1998                                                599,975
           Lease payments                                                        (108,381)
           Change in estimated lease obligations                                 (329,094)
                                                                             --------------
      Balance at September 30, 1999                                                162,500
           Lease payments on 1998 estimate                                        (48,000)
           Change in estimated lease obligations from fiscal year 1998              29,500
           Accrued lease obligations during fiscal year 2000                       376,000
           Accrued severance obligations during fiscal year 2000                   185,000
           Severance payments                                                    (185,000)
           Lease payments on 2000 estimate                                       (134,000)
                                                                             --------------
      Balance at September 30, 2000                                              $ 386,000
                                                                             ==============
</TABLE>

     At the time  management  decides to close a center,  management  records an
accrual for the remaining  estimated net lease obligations that will be incurred
by the Company. The accrual represents  management's best estimate of the likely
events that could occur, which include estimates for lease termination, fees, or
estimated  sub rental  income.  The estimate is based upon an  assessment of the
market conditions at the specific center, the estimated sub rental revenues, and
the  past  experience  of  the  Company.  The  Company  reviews  the  net  lease
obligations   quarterly   and  revises   estimates  as   additional   facts  and
circumstances require adjustment.  The Company has accrued at September 30, 2000
an estimate of $386,000 for net lease obligations, as discussed above.

     A schedule  of total  obligations  without  consideration  of  management's
estimates for early  terminations  and sublease rentals not subject to long-term
commitments is as follows at September 30, 2000:
<TABLE>
<S>                                  <C>   <C>            <C>
                                                              Lease
                                                           Obligations
                                                          --------------

                                            2001               $156,000
                                            2002                156,000
                                            2003                119,000
                                            2004                106,000
                                            2005                106,000
                                      2006 and beyond           260,000
</TABLE>



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     January 29, 2001
M.F. McFarland, III, M.D.       and Chairman of the Board
</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     January 29, 2001
M.F. McFarland, III, M.D.                         and Chairman of the Board

 /S/ JERRY F. WELLS, JR.                          Executive Vice President of Finance    January 29, 2001
Jerry F. Wells, Jr.                               and Chief Financial Officer

 /S/ A. WAYNE JOHNSON                             Director                               January 29, 2001
A. Wayne Johnson

 /S/ HAROLD H. ADAMS, JR.                         Director                               January 29, 2001
Harold H. Adams, Jr.

 /S/ CHARLES M. POTOK                             Director                               January 29, 2001
Charles M. Potok

 /S/ THOMAS G. FAULDS                             Director                               January 29, 2001
Thomas G. Faulds

 /S/ ASHBY JORDAN, M.D.                           Director                               January 29, 2001
Ashby Jordan, M.D.

 /S/ JOHN M. LITTLE, Jr., M.D.                    Director                               January 29, 2001
John M. Little, Jr., M.D.
</TABLE>



<TABLE>
<S>                   <C>                                                       <C>
                                  UCI MEDICAL AFFILIATES, INC.
                                        EXHIBIT INDEX



                                                                                  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-K/ASB
                     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-K/ASB
                                                                                filed for fiscal year 1995



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


                                                                                Exhibit 4.1 on the Form 10-K/ASB
      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-K/ASB
                     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-K/ASB
                     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-K/ASB
                     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-K/ASB
                     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-K/ASB
                     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-K/ASB
                     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-K/ASB
                     Doctor's Care, P.A. and D. Michael Stout, M.D.             filed for fiscal year 1995

</TABLE>





<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-K/ASB
                     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-K/ASB
      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-K/ASB
      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-K/ASB
     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-K/ASB
     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-K/ASB
     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-K/ASB
     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-K/ASB
     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-K/ASB
     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-K/ASB
                     Option Plan                                                filed for fiscal year 1995



     10.17           Consulting  Agreement  dated December 10, 1996 between     Exhibit 10.17 on the Form 10-K/ASB
                     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-K/ASB
                     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>


<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-K/ASB
                     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-K/ASB
                     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-K/ASB
                     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-K/ASB
                     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         Exhibit 10.31 on Form 10-K/A filed
                     between UCI Medical Affiliates of South Carolina,          for fiscal year 1999
                     Inc. and M.F. McFarland, III, M.D.

     10.32           Second Amended Employment Agreement dated August 19,       Exhibit 10.32 on Form 10-K/A filed
                     1999 between Doctor's Care, P.A. and M.F. McFarland,       for fiscal year 1999
                     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>