US Securities and Exchange Commission
                              Washington, DC 20549


                                   FORM 10-KSB
     (Mark One)
        [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [Fee Required]

                  For the fiscal year ended December 31, 2000.

        [ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]

                         Commission File Number 0-12365

                            MIRACOR DIAGNOSTICS, INC.
              (Formerly known as MEDICAL DEVICE TECHNOLOGIES, INC.)
                 (Name of small business issuer in its charter)

                      Utah                         58-1475517
                ----------------                ---------------
         (State or other jurisdiction of         (IRS Employer
         incorporation or organization)        Identification No.)

         9191 Towne Centre Drive, Suite 400, San Diego, California 92122
                    (Address of principal executive offices)

                    Issuer's telephone number: (858) 455-7127

Securities registered under Section 12(b) of the Exchange Act:        None

         Title of each class           Name of each exchange on which registered
         -------------------           -----------------------------------------
    Common Stock, $0.15 Par Value                   Over-the-counter

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports); and (2) has been
subject to such filing requirements for the past 90 days. Yes  X  No
                                                              ---   ---

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ X ]

State issuer's revenues for its most recent fiscal year $8,726,049.

As of March 29, 2001, Registrant had outstanding 14,607,895 shares of the
Registrant's common Stock, and the aggregate market value of such shares held by
non-affiliates of the Registrant (based upon the closing bid price of such
shares as reported by the OTC Bulletin Board on March 29, 2001) was
approximately $1,413,842.

Transitional Small Business Disclosure Format (check one):  Yes        No  X
                                                                ---       ---

DOCUMENTS INCORPORATED BY REFERENCE

Certain sections of the Registrant's definitive Proxy Statement for the 2001
Annual Meeting of Stockholders to be held on May 18, 2001, are incorporated by
reference in Part III of this Form 10-K to the extent stated herein.

<PAGE>

                                TABLE OF CONTENTS

                                     PART I

Item 1.          Description of the Business..................................1

Item 2.          Description of Property......................................7

Item 3.          Legal Proceedings............................................7

Item 4.          Submission of Matters to a Vote of Security Holders..........7


                                    PART II

Item 5.          Market for Registrant's Common Equity and Related Stockholder
                 Matters ......................................................8

Item 6.          Management's Discussion and Analysis and Plan of Operation...8

Item 7.          Financial Statements.........................................13

Item 8.          Changes In and Disagreements with Accountants on Accounting
                 and Financial Disclosure.....................................13


                                    PART III

Item 9.          Directors, Executive Officers, Promoters and Control Persons,
                 Compliance with Section 16(a) of the Exchange Act............14

Item 10.         Executive Compensation.......................................16

Item 11.         Security Ownership of Certain Beneficial Owners and
                 Management...................................................16

Item 12.         Certain Relationships and Related Transactions...............16


                                    PART IV

Item 13.         Exhibits and Reports on Form 8-K.............................17

<PAGE>

                                     PART I

This Annual Report on Form 10-KSB and the documents incorporated herein by
reference contain forward-looking statements that have been made pursuant to the
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on current expectations, estimates, and
projections about Miracor Diagnostics' industry, management beliefs, and certain
assumptions made by Miracor Diagnostics' management. Words such as
"anticipates," expects," "intends," "plans," "believes," "seeks," "estimates,"
variations of such words, and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties, and assumptions
that are difficult to predict; therefore, actual results may differ materially
from those expressed or forecasted in any such forward-looking statements.
Unless required by law, the Company undertakes no obligation to update publicly
any forward-looking statements, whether as a result of new information, future
events, or otherwise. However, readers should carefully review the risk factors
set forth in other reports and documents that the Company files from time to
time with the Securities and Exchange Commission, particularly the Quarterly
Reports on Form 10-QSB and any Current Reports on Form 8-K. All references to
"us", "we", or "the Company" refer to Miracor Diagnostics, Inc., its
predecessors and its subsidiaries.

ITEM 1.  DESCRIPTION OF THE BUSINESS

Overview
--------

         Miracor Diagnostics, Inc. (formerly known as Medical Device
Technologies, Inc.) was previously a development stage medical device company.
In the third quarter of 1998, we redefined our business focus to medical
diagnostic imaging services and emerged as an operating company through the
acquisition of medical resonance imaging (MRI) centers in Orlando and
Jacksonville, Florida, Toledo, Ohio, and the general partnership interest of
another center in Oak Brook, Illinois. In April 1999, we acquired the remaining
50% limited partnership interest in the Oak Brook center. Subsequently, we
focused on improvement of our capital structure and operations of the acquired
MRI centers. Additionally, we identified suitable acquisition targets to
position us for growth.

         On February 9, 2000, we closed the acquisition of 80% of three centers
located in Palm Harbor, St. Petersburg and Tampa, Florida as well as the holding
company, Ultra Open MRI Holding Corporation ("Ultra").

         Our mission is to establish a growing and profitable diagnostic imaging
company based on maintaining the highest level of business integrity and
continually striving to improve the level of service to our referring physicians
and their patients.

         In the immediate future, we are seeking additional financing of our
working capital requirements for expansion of our existing operations and
acquisition of more MRI centers.

         We provide medical diagnostic imaging services through the operation of
our seven MRI centers. Our principal executive office is located at 9191 Towne
Centre Drive, Suite 400, San Diego, California 92122. Our telephone number is
858/455-7127, and our website is www.miracor.net.

         We file annual, quarterly, and special reports, proxy statements, and
other information with the Securities Exchange Commission (SEC). Reports, proxy
statements and other information filed with the SEC can be inspected and copied
at the public reference facilities of the SEC at 450 Fifth Street NW,
Washington, DC 20549. Such material may also be accessed electronically by means
of the SEC's website at www.sec.gov.

         Our common stock, par value $0.15 per share, is traded over-the-counter
on the NASD Bulletin Board under the symbol "MRDG".

                                       1
<PAGE>

Acquisitions
------------

         On July 14, 1998, we acquired either the stock or substantially all of
the assets and liabilities of Vision Diagnostics, Inc. and Affiliates
("Vision"). Vision was in the business of providing medical diagnostic services.
The affiliated group of companies includes Vision Diagnostic, Inc., Regional MRI
of Orlando, Inc., Regional MRI of Jacksonville, Inc. and Regional MRI of Toledo,
Inc. In addition, Vision is the 50% general partner in West Regional MRI Limited
Partnership. On April 7, 1999, we acquired the remaining 50% interest in West
Regional MRI Limited Partnership at a purchase price of $1,300,000 and recorded
goodwill associated with this transaction of $762,265. The consolidated
financial statements reflect all of the assets, liabilities, revenues and
expenses of the partnership. Prior to this acquisition, the limited partners'
share of the partnership's net income had been presented as minority interest in
the accompanying consolidated statement of operations for the year ended
December 31, 1999.

         On February 9, 2000, we acquired 80% ownership in Ultra Open MRI
Holding Corporation ("Ultra") with a combination of 20% in the form of a
convertible note and 80% in Restricted Rule 144 common stock. The purchase price
was $1,900,800 and goodwill associated with this transaction was recorded at
$1,544,553, which included direct costs associated with the purchase. Total
assets were approximately $1.8 million and total liabilities were approximately
$1.3 million as of February 9, 2000. The note payable to the principals is due
in variable payments totaling $380,160 plus accrued interest through November 9,
2001. Ultra is a multi-site diagnostic imaging business with offices in Palm
Harbor, St. Petersburg and Tampa, Florida.

         We plan to seek, investigate and, if such investigation warrants, to
acquire controlling interest in business opportunities that are similar in
nature to our existing medical diagnostic imaging centers. We plan to
concentrate our search on opportunities that are located near our existing MRI
centers, but will not restrict the search in other geographical locations. We
may seek a business opportunity in the form of centers, which have recently
commenced operations or are mature businesses.

         In seeking business opportunities, we will base our decision upon the
objectives of seeking long-term appreciation in market value. The analysis of
new business opportunities will be pursued under guidelines and objectives
established by our officers and directors. We will attempt to analyze all
relevant factors and make a determination based upon reasonable investigative
measures and available data. We will utilize the services of our present
attorney and accountants in the investigation of prospective acquisitions. We
may also utilize the services of hired consultants.

Risk Factors
------------

         Investment in our securities involves a high degree of risk. Investors
should carefully consider the following factors, among others, relating to
Miracor.

History of Operating Losses; Accumulated Deficit; Uncertainty of Future
Profitability; Going Concern Issue

         With the exception of a profit for the year ended December 31, 2000, we
have historically operated at a loss and incurred a loss for the year ended
December 31, 1999. At December 31, 2000, we had an accumulated deficit of
approximately $25,800,000, which includes losses from our prior operations in
the oil and gas business.

                                       2
<PAGE>

         Our ability to achieve profitability depends upon our ability to
successfully market our magnetic resonant imaging business, of which there can
be no assurance. In addition, we will seek to continue to acquire additional
magnetic resonant imaging operations, but there can be no assurances that we
will be able to identify any additional operations that we deem suitable for
acquisition, or that if we do identify such operations, that any of them will be
successfully acquired, developed and commercialized. Further, the independent
auditors' report on our financial statements for the year ended December 31,
2000 includes an explanatory paragraph raising substantial doubt about our
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

Need for Additional Capital; Possible Issuance of Securities and Corresponding
Possible Future, Substantial Dilution

         Our cash requirements continue to be significant. In order for us to
satisfy our capital needs for the next 12 months, we need to increase revenues
from our magnetic resonant imaging operations and to raise additional capital.
There can be no assurance that additional capital can be obtained on terms
acceptable to us, or at all. Failure by us to realize significant revenues and
achieve profitability from the magnetic resonant imaging operations or obtain
additional capital, would have a material adverse effect on us. Further, in the
event that we obtain any additional financing, such financing will most likely
have a dilutive effect on the holders of our securities, which dilution could be
substantial.

Uncertainty of Corporate Development

         Development of our magnetic resonant imaging operations will be subject
to all of the risks associated with new operational development, including
unanticipated delays, expenses, technical problems, or other difficulties that
could result in continuing losses. Given the uncertainties inherent in the
development of new operations there can be no assurances that we will be
successful in developing our operations. Investors should be aware of the
potential problems, delays and difficulties often encountered by any company in
this phase of its development. As a consequence, our prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by such companies in the establishment of a new business in a highly
competitive industry. Accordingly, there can be no assurance that our
development and commercialization activities of our magnetic resonant imaging
operations will be successful, or that the we will ever achieve significant
levels of revenue or profits, if any.

No Assurance of Identification or Acquisition of Additional Operations

         From time to time, if our resources allow, we intend to explore the
acquisition of additional magnetic resonant imaging operations. There can be no
assurance, however, that we will be able to identify any additional magnetic
resonant imaging operations and, even if suitable operations are identified,
there can be no assurance that we will have sufficient funds to acquire any such
operations or that any such operations will ultimately be viable.

                                       3
<PAGE>

Government Regulations

         Our operations are subject to extensive government regulations in the
United States and in other countries. In order to operate our magnetic resonant
imaging devices, we must satisfy numerous mandatory procedures, regulations, and
safety standards established by the federal, state and foreign regulatory
agencies. There can be no assurance that we can successfully comply with all
government regulations.

Competition

         The diagnostic imaging industry is intensely competitive, particularly
in terms of price, quality and marketing. Most of our competitors are better
established and have substantially greater financial, marketing and other
resources than us. Further, most of our competitors have been in existence for a
substantially longer period of time and may be better established in those
markets where we intend to sell our services. As a result of our relative lack
of financial, marketing and other resources there can be no assurance that we
will be able to market our MRI services successfully, or compete in the
diagnostic imaging industry.

Health Care Reform and Related Measures; Uncertainty of Product Pricing and
Reimbursement

         The levels of revenues and profitability of magnetic resonant imaging
operations may be affected by the continuing efforts of governmental and third
party payors to contain or reduce the costs of health care through various means
and the initiatives of third party payors with respect to the availability of
reimbursement. In the United States there have been, and we expect that there
will continue to be, a number of federal and state proposals to implement
similar governmental control. Although we cannot predict what legislative
reforms may be proposed or adopted or what actions federal, state or private
payors for health care products may take in response to any health care reform
proposals or legislation, the existence and pendency of such proposals could
have a material adverse effect on us.

         Whether a medical procedure is subject to reimbursement from third
party payors impacts upon the likelihood that a service will not be purchased.
Third party payors are increasingly challenging the prices charged for medical
procedures. There can be no assurance that any of our magnetic resonant imaging
services will continue to be reimbursable. To the extent any or all of our
medical procedures are not reimbursable by third party payors our ability to
sell our services on a competitive basis will be adversely affected, which could
have a material adverse effect on us.

Dependence On Key Personnel

         Our success will depend to a large extent upon our ability to retain
Mr. M. Lee Hulsebus, our Chief Executive Officer and Chairman of the Board. The
loss or unavailability of the services of Mr. Hulsebus would have a material
adverse effect on our business and operations.

No Dividends With Respect to Common Stock

         We have not paid any cash dividends with respect to our Common Stock,
and it is unlikely that we will pay any dividends on our Common Stock in the
foreseeable future. Earnings, if any, that the we may realize will be retained
in the business for further development and expansion.

Anti-Takeover Provisions; Poison Pill Issuance of Preferred Stock; Utah
Anti-Takeover Provisions

         Our Articles of Incorporation and By-Laws contain provisions that may
make the acquisition of control of the Company by means of tender offer,
over-the-counter market purchases, a proxy fight or otherwise, more difficult.
This could prevent security holders from realizing a premium on their
securities. We also have a staggered Board of Directors, which is a further
impediment to a change in control.

                                       4
<PAGE>

         We have adopted a so-called "poison pill." Specifically, the poison
pill significantly increases the cost to an unwanted party to acquire control of
Miracor upon the acquisition by such unwanted suitor of 15% of the outstanding
voting power.

         In addition, the Board of Directors may issue one or more series of
preferred stock without any action on the part of the shareholders of the
Company, the existence and/or terms of which may adversely affect the rights of
holders of the Common Stock. In addition, the issuance of any such additional
preferred stock may be used as an "anti-takeover" device without further action
on the part of the shareholders. Issuance of preferred stock, which may be
accomplished through a public offering or a private placement to parties
favorable to current management, may dilute the voting power of holders of
Common Stock and the Preferred Stock (such as by issuing preferred stock with
super voting rights) and may render more difficult the removal of current
management, even if such removal may be in the shareholders' best interests.
Miracor is subject to the provisions of Sections 61-6-3 through 61-6-12 of the
Utah Control Shares Acquisition Act, an anti-takeover statute. Sections 61-6-3
through 61-6-12 effectively provide that in the event a person acquires
ownership or the power to effect, directly or indirectly, the exercise of 20% or
more of the voting power of a Utah corporation in connection with the election
of directors, then such person shall only be entitled to vote to the extent
expressly agreed to by the majority of the other shareholders of the
corporation. Accordingly, potential acquirors of the Company may be discouraged
from attempting to effect acquisitions of the Company's voting securities,
thereby possibly depriving holders of the Company's securities of certain
opportunities to sell or otherwise dispose of such securities at above-market
prices.

Shares Eligible for Future Sale

         At December 31, 2000, there were 8,979,207 shares of Common Stock that
were issued and outstanding that are "restricted securities" as that term is
defined by Rule 144 of the Securities Act, all of which are currently eligible
for resale in compliance with Rule 144 of the Securities Act. Of these shares,
7.05% are owned by our current officers and directors.

         Rule 144 provides that, in general, a person holding restricted
securities for a minimum period of one (1) year may, every three (3) months
thereafter, sell in brokerage transactions an amount of shares which does not
exceed the greater of one percent (1%) of the Company's then outstanding Common
Stock or the average weekly trading volume of the Common Stock during the four
(4) calendar weeks immediately prior to such sale. Rule 144 also permits, under
certain circumstances, the sale of shares without any quantity limitations by a
person who is not an affiliate of the Company and was not an affiliate at any
time during the ninety (90) day period immediately prior to such sale, and who
has satisfied a two (2) year holding period. Sales of the Company's Common Stock
by shareholders under Rule 144 may have a depressive effect on the market price
of the Company's Common Stock.

Corporate History

         Miracor Diagnostics, Inc. was incorporated on February 6, 1980, under
the laws of the State of Utah.

                                       5
<PAGE>

         Prior to 1992, our business was the exploration and production of
hydrocarbons. As of June 1, 1992, we re-entered the development stage. Effective
January 1, 1994, we completed the divestiture of all oil and gas properties and
was no longer in the hydrocarbon business. Since that time, we have been
exclusively a medical based company.

         Between 1994 and 1998, we engaged in the development of three
innovative medical devices:

         1.       The Fluid Alarm System (FAS), formerly called the Personal
                  Alarm System (PAS), monitored the integrity of infection
                  control barriers, such as surgical gloves and gowns worn
                  during medical procedures. We received FDA clearance for the
                  FAS during the year ended December 31, 1995.

         2.       The Cell Recovery System (CRS), was a cell "brushing" and
                  retrieval system that used an automated biopsy brush for the
                  collection of specimen cells for diagnostic purposes,
                  primarily (but not limited to) cancer detection. We received
                  FDA clearance for the CRS in March 1996. We initiated further
                  clinical trials on the CRS in 1997.

         3.       The Intracranial Pressure Monitoring System (ICP) was intended
                  to measure pressures within the skull non-invasively.

         We determined that the licensed ICP technology was not effective. As a
result, we recorded an impairment loss on the ICP license in 1997 and deemed the
ICP license to have no future value. In 1998, coincident with the purchase of
Vision, we wrote off the costs associated with the FAS and the CRS licenses,
including certain fixed assets and inventory costs, and recognized impairment
losses in the amount of $725,458 for the FAS and $616,093 for the CRS. However,
we continue to retain the rights to the use of the licenses through 2005 for the
FAS and through 2008 for the CRS. Therefore, we may elect to reintroduce either
product at a later date.

         On July 14, 1998, we acquired either the stock or substantially all of
the assets and liabilities of Vision. Vision is in the business of providing
medical diagnostic services. The affiliated group of companies includes Vision
Diagnostic, Inc., Regional MRI of Orlando, Inc., Regional MRI of Jacksonville,
Inc. and Regional MRI of Toledo, Inc. In addition, Vision is the general partner
in West Regional MRI Limited Partnership located in Oak Brook, Illinois. We
consummated the acquisition of certain assets (primarily related to accounts
receivable and property and equipment) and the assumption of certain liabilities
(primarily accounts payable and debt) from Regional MRI of Orlando, Inc.,
Regional MRI of Jacksonville, Inc., and Regional MRI of Toledo, Inc.

         On April 7, 1999, we acquired the remaining ownership of West Regional
MRI Limited Partnership at a purchase price of approximately $1,300,000.
Associated with this transaction, we recorded goodwill of $762,265, warrants and
the related deferred interest valued at $105,250, additional notes payable for
$500,000 due to the limited partners and refinanced a capital lease agreement
for an additional $650,000 due to a finance company. The deferred interest is
being amortized over sixty months, which is the term of the associated note

                                       6
<PAGE>

payable. The $500,000 limited partnership note payable has an interest rate of
8.5%, payable in quarterly installments of $41,665, final payment due September
15, 2002. The $650,000 note payable to a finance company has an interest rate of
12.92% and was added to the refinance of a capital lease and an additional
$100,000 was financed representing the purchase option price of the equipment.
It has a revised sixty month payment of $27,119 with final payment due March
2004. Warrant amortization to interest expense related to the above note payable
amounted to $15,788 in 1999 and $21,050 in 2000.

         In October 1999, we changed our name to Miracor Diagnostics, Inc. to
reflect our focus in medical diagnostic imaging services.

         On February 9, 2000, we acquired 80% ownership in Ultra Open MRI
Holding Corporation with a combination of 20% in the form of a convertible note
and 80% in Restricted Rule 144 common stock. The purchase price was $1,900,800
and goodwill associated with this transaction was recorded at $1,544,553, which
included direct costs associated with the purchase. Total assets were
approximately $1.8 million and total liabilities were approximately $1.3 million
as of February 9, 2000. The note payable to the principals is due in variable
payments totaling $380,160 plus accrued interest through November 9, 2001. The
acquisition was accounted for as a purchase in 2000. Ultra is a multi-site
diagnostic imaging business with offices in Palm Harbor, St. Petersburg and
Tampa, Florida.

Number of Employees

         As of December 31, 2000, we employed five full-time and two part-time
corporate employees and 40 full-time and 18 part-time employees at our seven MRI
centers.


ITEM 2.  DESCRIPTION OF PROPERTY

         Our corporate headquarters and executive offices are in San Diego,
California, where we lease our facility. In addition, we lease our MRI machines
and offices for our seven MRI centers in Jacksonville FL; Orlando, FL; Palm
Harbor, FL; St. Petersburg; FL, Tampa, FL; Toledo, OH; and Oak Brook, IL. Our
total lease obligation is currently approximately $162,888 per month with
certain leases extending through 2006.


ITEM 3.  LEGAL PROCEEDINGS

         Miracor has been named as a nominal defendant in a Federal action
brought in the U.S. District Court for the Southern District of New York. The
complaint is addressed against a former director for short-swing profits (i.e.,
purchases and sales of the Company's securities within a six month period). The
action is brought for the benefit of the Company. The Company was named as a
party defendant solely in order to have all necessary parties before the court.
At the present time, a complaint and answers have been filed and discovery has
just started.

         From time to time the Company has been named as a defendant in a
lawsuit. As of December 31, 2000, all such lawsuits have been dismissed or
settled through agreed-upon payment terms. There are no other legal proceedings,
to which the Company is a party, which could have a material adverse effect on
the Company


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

         No matters were submitted to our shareholders during the fourth
quarter.

                                       7
<PAGE>

                                     PART II

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

         Our common stock is traded over-the-counter under the symbol MRDG. The
following table sets forth, for the periods indicated, the high and low bid
prices for the common stock, as reported by the OTC Bulletin Board during 1999
and 2000.

                                                          Bid Price
                                                   High                   Low
                                                  ----------------------------
1999
----
         First Quarter                            $ 1.68               $ 0.68
         Second Quarter                           $ 2.15               $ 0.65
         Third Quarter                            $ 2.37               $ 0.94
         Fourth Quarter                           $ 1.56               $ 0.59

2000
----
         First Quarter                            $ 1.34              $  0.63
         Second Quarter                           $ 0.75              $  0.21
         Third Quarter                            $ 0.32              $  0.21
         Fourth Quarter                           $ 0.27              $  0.11

         On March 29, 2001, the closing bid and asked prices of our common
stock, as reported by the OTC Bulletin Board, were $0.14 and $0.155 per share,
respectively.

         On March 29, 2001, there were approximately 1,219 holders of record of
common stock.

         We have not paid any cash dividends with respect to our common stock,
and it is unlikely that we will pay any dividends on our common stock in the
foreseeable future. Earnings, if any, that we may realize will be retained in
the business for further development and expansion.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

         The following discussion should be read in conjunction with, and is
qualified in its entirety by, the consolidated financial statements and notes
there included in Item 7 in this Annual Report on Form 10-KSB. This item
contains forward-looking statements that involve risks and uncertainties. Actual
results may differ materially from those indicated in such forward-looking
statements. Factors that may cause such a difference include, but are not
limited to, those discussed in "Item 1: Description of the Business -- Risk."

Forward-Looking Statements
--------------------------

         When used in this discussion as well as in other Items in this Annual
Report on Form 10-KSB, Words such as "anticipates," expects," "intends,"
"plans," "believes," "seeks," "estimates," variations of such words, and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties, and assumptions that are difficult to predict; therefore,
actual results may differ materially from those expressed or forecasted in any
such forward-looking statements. Unless required by law, the Company undertakes
no obligation to update publicly any forward-looking statements, whether as a
result of new information, future events, or otherwise. However, readers should
carefully review the risk factors set forth in other reports and documents that
the Company files from time to time with the Securities and Exchange Commission,
particularly the Quarterly Reports on Form 10-QSB and any Current Reports on
Form 8-K.

                                       8
<PAGE>

Overview
--------

         In the third quarter of 1998, we redefined our business focus from
medical devices to medical diagnostic imaging services and emerged as an
operating company through the acquisition of medical resonance imaging centers
in Orlando and Jacksonville, Florida, Toledo, Ohio, and the general partnership
interest of another center in Oak Brook, Illinois. In April 1999, we acquired
the remaining 50% limited partnership interest in the Oak Brook Center. On
February 9, 2000, we closed the acquisition of three centers located in Palm
Harbor, St. Petersburg and Tampa, Florida. In October 1999, we changed our name
to Miracor Diagnostics, Inc. to reflect the Company's change in focus to
diagnostic imaging services.

         We may incur operating losses in the coming year. Our auditors have
qualified their opinion on our financial statements. In the immediate future, to
fund expansion of our existing operations and acquire additional MRI centers, we
intend to complete additional private placements of debt and/or equity
securities. Our ability to obtain additional sources of financing cannot be
assured. Our growth is dependent on our ability to obtain additional funding to
expand our existing operations and acquire other MRI centers.


Results of Operations
---------------------

         Year ended December 31, 2000 compared to year ended December 31, 1999.


Net Revenue
------------

         Net patient service revenue for the year ended December 31, 2000 was
$8,726,049 compared to $4,004,330 for the year ended December 31, 1999. The
increase of 117.9% is primarily attributed to business growth through increased
marketing activities and the acquisition of Ultra as of February 2000. Revenue
from the MRI centers are generated by providing scanning, X-ray and reading
services for the medical industry and accounted for all of the net revenue in
2000 and 1999.


Operating Expenses
------------------

         Sales, General and Administrative

         Sales, general and administrative costs were $7,797,311 in 2000 as
compared to $4,977,308 in 1999, representing an increase of 56.7%. This increase
was primarily attributed to the operating costs resulting from the February 2000
acquisition of Ultra as well as increased marketing costs and increased costs
associated with provided services to the existing centers.


Net Income/Loss
----------------

         Net income for the year ended December 31, 2000 was $175,726 as
compared to the net loss of ($1,305,208) for the year ended December 31, 1999.
The change was primarily attributable to increased revenues. The increase of
117.9% in net revenue is primarily attributed to business growth through
increased marketing activities and to a lesser extent, the acquisition of Ultra
as of February 2000. Basic and diluted earnings per common share for the year
ended December 31, 2000 were both $0.01 as compared to a basic and diluted loss
per common share of ($0.20) for the year ended December 31, 1999. This change
was attributable to the net income for the year ended December 31, 2000 compared
to the same period in 1999 as well as to the increase in the weighted average
number of common shares outstanding for the year ended December 31, 2000 as
compared to the year ended December 31, 1999.

                                       9
<PAGE>

Liquidity and Capital Resources
-------------------------------

         To date, we have funded our capital requirements for the current
medical diagnostic imaging operations from cash flows from our operations and
the public and private sale of debt and equity securities as well as from the
issuance of common stock in exchange for services. Our cash position at December
31, 2000 was $282,337 as compared to $106,517 at December 31, 1999, representing
a 165.1% increase.

         In 2000, operating activities provided $910,975 of net cash. We
received $337,580 from increases in lines of credit, $65,000 from the proceeds
of notes payable and $150,000 from the proceeds of notes payable from related
parties. In addition during 2000, we received $226,732 from the gross proceeds
from the issuance of common stock. During the year ended December 31, 2000, we
made $443,429 of principal payments on notes payable, $67,500 of principal
payments on notes payable to related parties, $801,076 of principal payments on
capital lease obligations and purchased equipment of $203,545. During 2000, net
cash provided by operating activities included net income of $175,726. Net
income was offset by the change in other net assets (excluding cash) of
($1,033,518). This decrease in net assets (excluding cash) was compensated by

         -        $708,857 in common stock paid for services and interest in
                  lieu of cash,
         -        $942,142 in depreciation/amortization,
         -        $106,690 of minority interest,
         -        $29,956 in accrued stock compensation expense,
         -        $4,680 loss on disposal of fixed assets, and
         -        a gain on a capital lease refinance of $23,558.

         Changes in current assets and current liabilities resulted in a
positive working capital position of $201,303 at December 31, 2000 as compared
to a negative working capital of ($592,045) at December 31, 1999. Any future
working capital deficit would require us to obtain funds in the short-term to
continue to provide services to our current MRI centers as well as in the longer
term to acquire additional MRI centers.

         In April 2000, we entered into and subsequently terminated an
investment agreement with Swartz Private Equity LLC ("Swartz"). The investment
agreement entitled us, at our option, to issue and sell our common stock for up
to an aggregate of $15 million from time-to-time during a three-year period
through April 2003, subject to certain conditions including (1) an effective
registration statement must be on file with the SEC registering the resale of
the common shares, and (2) a limitation on the number of common shares which can
be sold to Swartz within a 30 day time period based on the trading volume of the
stock, among others. Swartz could purchase the common stock from us at a
discount ranging from 9% to 25% depending on the price of the common stock. In
addition to the common stock purchase, Swartz received warrants to purchase an
additional 10% of the common stock equal to 110% of the market price as
determined during the pricing period, subject to further semi-annual adjustments
if the price of the common stock goes down. The registration statement went
effective on July 12, 2000. During 2000 pursuant to this agreement, we sold
202,430 shares of common stock and issued 779,024 warrants to purchase shares of
the common stock at exercise prices ranging from $0.23 to $0.28 with exercise
periods of five years from date of grant. As of December 31, 2000, none of the
warrants have been exercised. This equity financing agreement did not provide us
the necessary resources to pursue our acquisition strategy; therefore, the
agreement was terminated effective October 16, 2000.

                                       10
<PAGE>

         During the third quarter of 2000, we issued $150,000 of 12% convertible
notes payable, due January 15, 2002, to six officers and directors. Upon the
ninth month anniversary of the note, each noteholder may elect to convert all
(but not part) of the note into 83,333 shares of our common stock. The aggregate
payment amount due to the noteholders is $37,500 plus accrued interest due April
15, 2001, July 15, 2001, October 15, 2001, and January 15, 2002.

         Pursuant to investment letters issued during 2000 with eight
individuals, we received a total of $190,000 for the purchase of 388,600 shares
of Restricted Rule 144 common stock at purchase prices ranging from $0.40 to
$0.65 per share. All such shares have been issued.

         Pursuant to investment letters issued during 1999 with three
individuals, we received a total of $135,000 for the purchase of 337,500 shares
of Restricted Rule 144 common stock at a purchase price of $0.40. Pursuant to
investment letters issued during 1999 with a limited liability company, we
received a total of $250,000 for the purchase of 552,778 shares of Restricted
Rule 144 common stock at purchase prices ranging from $0.40 to $0.75 per share.
Pursuant to a investment letter issued during 1999 with a corporation, we
received $100,000 for the purchase of 250,000 shares of Restricted Rule 144
common stock at a purchase price of $0.40. As of December 31, 1999, all
1,140,278 shares had been issued.

         In September 1999, we issued $50,000 in principal amount of 10%
promissory notes payable, due March 31, 2000, to two directors and an individual
to finance operations. Pursuant to the loan agreements, total warrants to
purchase 40,000 shares of common stock at an exercise price of $0.625 per share
were issued. In connection with the issuance of the warrants to the individuals,
we are recognizing additional interest expense of $10,938, which is being
amortized over the terms of the loans. During the second quarter of 2000, we
paid $45,000 of the $50,000 short-term promissory notes payable along with
accrued interest payable of $2,785 in the form of $5,000 cash and 120,000 shares
of Restricted Rule 144 common stock. Accrued interest payable and warrant
amortization to interest expense related to these loans amounted to $958 and
$5,833, respectively, as of December 31, 2000.

PLAN OF OPERATION

Emergence from a Development Stage Company
------------------------------------------

         We emerged in 1998 from a development stage to an operating company
through the acquisition of Vision Diagnostics, Inc. and affiliates.

Capital Requirements
--------------------

         Our greatest cash requirements during 2001 will be for funding growth
through expansion of our existing operations and for future acquisitions of
additional MRI centers.

                                       11
<PAGE>

         We are seeking to fund activities and other operating needs in the next
twelve months from funds to be obtained through private placements or public
offerings of debt or equity securities.

         Subsequent to the next 12 months, we plan to finance our long-term
operations and capital requirements with the profits and funds generated from
the revenues of our MRI centers. We may obtain future funding through new
private financings and public offerings of debt and equity securities.

         These financial statements have been prepared assuming that the Company
will continue as a going concern. We just recently become profitable during the
second quarter of 2000. Our growth is dependent on the success of our MRI
centers.

Year 2000 Compliance
--------------------

         In the past, many computers, software programs, and other information
technology ("IT systems"), as well as other equipment relying on microprocessors
or similar circuitry ("non-IT systems"), were written or designed using two
digits, rather than four, to define the applicable year. As a result, if not
addressed these systems may not have been able to properly interpret dates
beyond the Year 1999, which may have led to business disruptions. Accordingly,
we identified and performed all needed material modifications and testing of
significant systems, and communicated with customers, suppliers, banks and
others with whom it does significant business to determine their Year 2000
readiness and the extent to which we were vulnerable to any other organization's
Year 2000 issues.

         We consider the transition into the year 2000 successful from the
perspective of our systems. In addition to the changeover to January 1, 2000, it
has been shown that certain other dates may also present similar problems for
some systems. We continue to monitor the situation. To date, we have not
experienced any material Year 2000 issues with respect to our systems, customers
or suppliers.

         We have not incurred any problems nor do we anticipate any problems
occuring related to year 2000 activities. We estimate that our total cost of
Year 2000 activities have been less than $10,000.


Recent Accounting Pronouncements
--------------------------------

         In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. ("SAB 101"), "Revenue Recognition in Financial
Statements". SAB 101 summarizes the SEC's views in applying generally accepted
accounting principles to revenue recognition in financial statements. The
Company adopted SAB 101 in the fourth quarter of fiscal 2000. The adoption of
SAB 101 did not have a material effect on the Company's operations or financial
position.

         In April 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation, an interpretation of APB Opinion No. 25." Among other issues, that
interpretation clarifies the definition of employees for purposes of applying
Opinion No. 25, the criteria for determining whether a plan qualifies as a
non-compensatory plan, the accounting consequence of various modifications to
the terms of a previously fixed stock option or award and the accounting for an
exchange of stock compensation awards in a business combination. This
interpretation is effective July 1, 2000, but certain conclusions in the
interpretation cover specific events that occur after either December 15, 1998
or January 12, 2000. To the extent that this interpretation covers events
occurring during the period after December 15, 1998, or January 12, 2000, but
before the effective date of July 1, 2000, the effect of applying this
interpretation is recognized on a prospective basis from July 1, 2000. The
implementation of this interpretation does not have a material impact on the
Company's financial statements.

         SFAS No. 133 "Accounting for Derivative Instruments and Hedging
Activities" is required to be adopted in years beginning after June 15, 2000.
The Company does not hold derivative instruments or engage in hedging
activities. The Company implemented Statement 133 beginning in the first quarter
of its fiscal year ending December 31, 2001, with no effect on its financial
position, results of operations or cash flows.

                                       12
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

                                      INDEX
                                      -----
                                                                        Page No.
                                                                        --------

Independent Auditors' Report                                                F-1

Consolidated Balance Sheets as of December 31, 2000 and 1999                F-2

Consolidated Statements of Operations for the
Years Ended December 31, 2000 and 1999                                      F-4

Consolidated Statements of Stockholders' Equity for the
Years Ended December 31, 2000 and 1999                                      F-5

Consolidated Statements of Cash Flows for the
Years Ended December 31, 2000 and 1999                                      F-7

Notes to Consolidated Financial Statements                                  F-10


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

         On January 27, 1999, the Registrant received notification that its
accounting firm, BDO Seidman, LLP, had resigned. The Company's decision to
accept the resignation of BDO Seidman was approved by the Company's Board of
Directors. The Registrant had no disagreements nor other events reportable under
Item 304 of Regulation S-B with the former accounting firm. The former auditors'
report on the financial statements for the past two fiscal years did not contain
an adverse opinion or a disclaimer of opinion, nor was it qualified or modified
as to uncertainty, audit scope, or accounting principles, except that their
report contained an explanatory paragraph regarding the substantial doubt about
the Company's ability to continue as a going concern.

         The Board of Directors approved the engagement of Parks, Tschopp,
Whitcomb & Orr, PA as independent accountants for the Company and to advise the
Company on accounting matters. Prior to the appointment of Parks, Tschopp,
Whitcomb & Orr, PA, the Company had not consulted with Parks, Tschopp, Whitcomb
& Orr, PA, regarding the application of accounting principles.

         The Registrant has no disagreements with its current auditor Parks,
Tschopp, Whitcomb & Orr, PA.

                                       13
<PAGE>

                                    PART III

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

The Directors and Executive Officers, on December 31, 2000, and their ages,
positions held with the Company, length of time in such positions, and term of
office are set forth below:

 Name and Age          Current Position          Director Since   Officer Since
 ------------          ----------------          --------------   -------------

 M. Lee Hulsebus       Chairman of the Board,       11/11/94          8/31/94
 Age 62                Chief Executive Officer,
                       President

 Richard E. Sloan      Vice President of                              3/15/96
 Age 51                Operations and New
                       Business Development

 Ross S. Seibert       Chief Financial Officer                         2/21/00
 Age 38

 Don L. Arnwine        Director                       3/6/95
 Age 68

 Arthur E. Bradley     Director                      9/26/86
 Age 67

 Thomas E. Glasgow     Director                     11/11/94
 Age 47

 Robert S. Muehlberg   Director                      3/11/99
 Age 47

         The principal occupations and positions for the past several years of
each of the our executive officers and directors are as follows:

         M. Lee Hulsebus has been in the health care field for 36 years. From
January 1990 until he joined Miracor in August 1994, he was the President and
owner of his own health care consulting firm. From 1990 to 1992, Mr. Hulsebus
also served as President and Chief Operating Officer of Sports Support, Inc., a
sports medicine company. From 1988 until 1990, he served as Medical Group
President (worldwide operations) for Teleflex, Inc. For 22 years prior to that,
Mr. Hulsebus was employed by Becton-Dickinson & Co. and C.R. Bard, Inc., both of
which are leading companies in the health care industry. Mr. Hulsebus has served
in the capacity of President/Chief Executive Officer for the past 22 years for
various companies.

         Richard E. Sloan has been Vice President of New Business Development
since March 1996 and Vice President of Operations since July 14, 1998. Mr. Sloan
was also a consultant to the Company from August 1995 to March 1996. >From March
1995 to July 1995, Mr. Sloan served as Chief Executive Officer of WorldWide
Products, Inc., a private Los Angeles based development and marketing firm that
distributes pharmaceutical products to plastic surgeons and dermatologists.
Prior thereto, from March 1992 to March 1995 he served as corporate marketing
director and general manager for Industrial Products of UniFET Incorporated, a
private company based in San Diego, California involved in the development of
solid-state sensor-based medical products. From December 1989 through March
1992, Mr. Sloan managed his own mergers and acquisition business with First
Pacific Group, located in Carlsbad, California, which provided investment and
financial services to privately-held companies in southern California. Prior to
that Mr. Sloan had held various management positions with IVAC Corporation, San
Diego, CA and with Baxter International, Deerfield, IL.

                                       14
<PAGE>

         Ross S. Seibert, CPA, has been the Chief Financial Officer since
February 2000. Mr. Seibert was with Deloitte & Touche since 1986 and served as
Senior Manager. He received a BS in accounting from Indiana University and a MBA
in finance from San Diego State University.

         Don L. Arnwine has been President of Arnwine Associates of Irving,
Texas, a company he founded to provide specialized advisory services to the
health care industry, since 1988. Mr. Arnwine served as Chairman and Chief
Executive Officer from 1985 until 1988 of Voluntary Hospitals of America (VHA),
a company he joined in 1982. Prior to joining VHA, Mr. Arnwine served as
President and Chief Executive Officer of Charleston Area Medical Center, a
1000-bed regional facility care center in the State of West Virginia. Mr.
Arnwine holds a BS degree in Business Administration from Oklahoma Central State
University and a Masters degree in Hospital Management from Northwestern
University.

         Arthur E. Bradley, DDS has been a practicing dentist since 1961. Dr.
Bradley has been involved for his own account in real estate investments for
twenty years and has been active in oil and gas investments for fifteen years.
Dr. Bradley graduated from the University of Mississippi at Hattiesburg and
obtained his degree in Dentistry from Loyola University Dental School.

         Thomas E. Glasgow has been President and co-owner of Integrated Trade
Systems ("ITS"), a Chicago, Illinois company from April 1992 to the present. Mr.
Glasgow and another individual purchased ITS from its parent company in 1992.
ITS is a logistics management company specializing in the development and
marketing of import and export document generation systems. From 1989 through
1991, Mr. Glasgow was a partner with Wharton Resource Group and a consultant
with ITS. Wharton Resource Group is a strategic management company specializing
in the development of early stage companies. Prior to these activities, he was a
director with Federal Express Corporation for 11 years in various senior
management capacities.

         Robert S. Muehlberg has been President and Chief Executive Officer of
Envision Management, Inc. of Las Vegas, NV, a company that provides management
and consulting services to the health care industry since 1997. Mr. Muehlberg
served as Chairman and Chief Executive Officer from 1994 until 1997 of Medical
Imaging Centers of America, Inc. (MICA), a company he joined in 1985. Prior to
joining MICA, Mr. Muehlberg held various management positions at International
Imaging, Inc., Chicago, IL and American Medical International (AMI) Clearwater,
FL. Mr. Muehlberg holds a Bachelor's degree in Health Science from the
University of Missouri and a Masters degree in Business Administration from Nova
Southeastern University.

         The information required by this Item, which will be set forth under
the captions "Proposal No. 1- Election of Directors," "Executive Officers" and
"Compliance with Section 16(a) of the Exchange Act" in the Company's definitive
Proxy Statement for the 2001 Annual Meeting of Shareholders, is incorporated
herein by reference.

                                       15
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

         The information required by this Item, which will be set forth under
the caption "Executive Compensation" in the Company's definitive Proxy Statement
for the 2001 Annual Meeting of Shareholders, is incorporated herein by
reference.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by this Item, which will be set forth under
the caption "Voting Securities and Principal Holders Thereof" in the Company's
definitive Proxy Statement for the 2001 Annual Meeting of Shareholders, is
incorporated herein by reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During 2000, two directors received compensation of $31,000 in
aggregate for general corporate consulting services. During 1999, one director
received compensation of $58,700 for general corporate consulting services.
Pursuant to the Vision acquisition agreement and prior to resigning from the
board of directors on June 23, 1999, another director received $74,600 for
corporate consulting fees in 1999. After June 23, 1999, this individual received
an additional $40,000 in corporate consulting fees during 1999.

         During the third quarter of 2000, we issued $150,000 of 12% convertible
notes payable, due January 15, 2002, to six officers and directors. Upon the
ninth month anniversary of the note, each noteholder may elect to convert all
(but not part) of the note into 83,333 shares of our common stock. The aggregate
payment amount due to the noteholders is $37,500 plus accrued interest due April
15, 2001, July 15, 2001, October 15, 2001, and January 15, 2002.

         In September 1999, we issued $50,000 in principal amount of 10%
promissory notes payable, due March 31, 2000, to two directors and an individual
to finance operations. Pursuant to the loan agreements, total warrants to
purchase 40,000 shares of common stock at an exercise price of $0.625 per share
were issued. In connection with the issuance of the warrants to the individuals,
we are recognizing additional interest expense of $10,938, which is being
amortized over the terms of the loans. During the second quarter of 2000, we
paid $45,000 of the $50,000 short-term promissory notes payable along with
accrued interest payable of $2,785 in the form of $5,000 cash and 120,000 shares
of Restricted Rule 144 common stock. Accrued interest payable and warrant
amortization to interest expense related to these loans amounted to $958 and
$5,833, respectively, as of December 31, 2000.

         On February 9, 2000, we acquired 80% ownership in Ultra Open MRI
Holding Corporation ("Ultra") with a combination of 20% in the form of a
convertible note and 80% in Restricted Rule 144 common stock. The purchase price
was $1,900,800 and goodwill associated with this transaction was recorded at
$1,544,553, which included direct costs associated with the purchase. Total
assets were approximately $1.8 million and total liabilities were approximately
$1.3 million as of February 9, 2000. The note payable to the principals is due
in variable payments totaling $380,160 plus accrued interest through November 9,
2001. Ultra is a multi-site diagnostic imaging business with offices in Palm
Harbor, St. Petersburg and Tampa, Florida. It is our understanding that the
aforementioned notes were restructured on a short-term basis. This position is
contested by the principals who claimed an event of default and the matter is
presently in dispute.

                                       16
<PAGE>

                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Reports on Form 8-K     We filed current reports on Forms 8-K which
                        were issued on February 24, 2000 and May 4, 2000.

EXHIBITS.

The following is a complete list of Exhibits as part of the Annual Report.
Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601(a) of
Regulation S_B, which are incorporated herein:

                                  EXHIBIT NO.
                                  -----------

1.5   Certificate of Designation with respect to the 6% Cumulative Convertible
      Series A Preferred Stock (1)

3.1   Articles of Incorporation of Gold Probe, Inc. a Utah corporation, filed
      February 6, 1980 (2)

3.2   Certificate of Amendment to the Articles of Incorporation of Gold Probe,
      Inc. filed January 27, 1982 (2)

3.3   Certificate of Amendment to the Articles of Incorporation of Hailey Energy
      Corporation filed October 26, 1986 (2)

3.4   Certificate of Amendment to the Articles of Incorporation of Hailey Energy
      Corporation filed November 2, 1990 (2)

3.5   Certificate of Amendment to the Articles of Incorporation of Hailey Energy
      Corporation filed November 17, 1992 (2)

3.6   Certificate of Amendment to the Articles of Incorporation of Cytoprobe
      Corporation filed May 18, 1995 (3)

3.7   Certificate of Amendment to the Articles of Incorporation of Medical
      Device Technologies, Inc. filed December 14, 1995 (3)

3.8   Certificate of Amendment to the Articles of Incorporation of Medical
      Device Technologies, Inc. filed January 17, 1996 (4)

3.9   Certificate of Amendment to the Articles of Incorporation of Medical
      Device Technologies, Inc. filed January 19, 1996 (4)

3.10  By-Laws of Medical Device Technologies, Inc. (2)

3.11  Certificate of Amendment to the Articles of Incorporation of Medical
      Device Technologies, Inc. filed August 5, 1999. (5)

3.12  By-Laws of Miracor Diagnostics, Inc. dated March, 2000. (5)

4.1   Specimen certificate for 6% Cumulative Convertible Series A Preferred
      Stock (1)

4.2   Form of Representative's Warrant Agreement, including form of Specimen
      Certificate for Representative's Warrant. (1)

4.3   Form of Warrant Agreement dated October 31, 1994 by and between the
      Company and the holders of the 1994 Unit Warrants for the purchase of
      259,375 shares. (2)

4.6   Form of Warrant Agreement with Rator of North America. (2)

4.7   Form of Stock Purchase Warrant dated April 13, 2000 between the Company
      and Swartz Private Equity, LLC exercisable to purchase an aggregate of
      1,360,000 common shares. (5)


                                       17
<PAGE>

4.8   Registration Rights Agreement dated April 13, 2000 between the Company and
      Swartz Private Equity, LLC related to the registration of shares. (5)

4.9   Subscription Agreement dated April 13, 2000 between the Company and Swartz
      Private Equity, LLC relating to the purchase of up to $15,000,0000 of
      securities. (5)

4.10  Investment Agreement dated April 13, 2000 between the Company and Swartz
      Private Equity, LLC relating to the purchase of up to $15,000,0000 of
      securities. (5)

10.1  Agreement with Goodbody International, Inc. (5)

10.2  Agreement and Plan of Merger, dated February 9, 2000.

10.3  Non-competition and Confidentiality Agreement between Ultra Open MRI
      Holding Corp. and Fred Bergmann, dated February 9, 2000.

10.4  Non-competition and Confidentiality Agreement between Ultra Open MRI
      Holding Corp. and John McCoskrie, dated February 9, 2000.

10.5  Stock Purchase Agreement with MedSource Holdings, Ltd, dated February 9,
      2000.

10.6  Stock Purchase Agreement with Jamac Enterprises, Ltd., dated February 9,
      2000.

10.7  Employment Agreement with John McCoskrie, dated February 9, 2000.

10.8  Employment Agreement with Fred Bergmann, dated February 9, 2000.

10.9  Indemnification Agreement between Miracor Diagnostics, Inc. and Fred
      Bergmann, MedSource Holdings, Ltd. and John McCoskrie, dated February 9,
      2000.

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

(1)   Previously filed as an exhibit to Registration Statement on Form S-1,
      dated June 24, 1996, registration no. 333-02727 .
(2)   Previously filed as an exhibit to Registration Form S-3, dated May 15,
      1996, Registraton no. 333-1150.
(3)   Previously filed as an exhibit to the Company's Form 8-K Report dated
      January 15, 1996
(4)   Previously filed as an exhibit to the Company's Form 8-K Report dated
      January 31, 1996
(5)   Previously filed as an exhibit to the Company's Form SB-2, dated June 15,
      2000, Registration no. 333-39406.







                                       18
<PAGE>

                                   SIGNATURES



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


MIRACOR DIAGNOSTICS, INC.


      SIGNATURE                        TITLE                            DATE
      ---------                        -----                            ----

/s/ M. Lee Hulsebus        Chief Executive Officer,               April 11, 2001
------------------------   President and Chairman
    M. Lee Hulsebus


/S/ Ross S. Seibert        Chief Financial Officer                April 11, 2001
------------------------
    Ross S. Seibert

/s/ Don L. Arnwine         Director                               April 11, 2001
------------------------
    Don L. Arnwine


/s/ Arthur E. Bradley      Director                               April 11, 2001
------------------------
    Arthur E. Bradley


/s/ Thomas E. Glasgow      Director                               April 11, 2001
------------------------
    Thomas E. Glasgow


/s/ Robert S. Muehlberg    Director                               April 11, 2001
------------------------
    Robert S. Muehlberg

                                       19
<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


The Board of Directors
Miracor Diagnostics, Inc.
San Diego, California

We have audited the accompanying consolidated balance sheet of Miracor
Diagnostics, Inc. and subsidiaries (the "Company") as of December 31, 2000 and
1999, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Miracor Diagnostics,
Inc. and subsidiaries at December 31, 2000 and 1999, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.

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 historically incurred losses from
operations, has a significant accumulated deficit and a lack of long-term
financing which raises substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.




By /s/ PARKS, TSCHOPP, WHITCOMB & ORR, P.A.
   ----------------------------------------
       PARKS, TSCHOPP, WHITCOMB & ORR, P.A.



Maitland, Florida
March 30, 2001

                                       F-1
<PAGE>

<TABLE>
                             MIRACOR DIAGNOSTICS, INC. AND SUBSIDIARIES

                                     CONSOLIDATED BALANCE SHEETS

                                     December 31, 2000 and 1999
<CAPTION>

ASSETS
------
                                                                        2000                1999
                                                                  -------------      -------------
<S>                                                               <C>                <C>
Current assets:
     Cash and cash equivalents                                    $    282,337       $    106,517
     Accounts receivable (net of contractual adjustments and
       allowances of $2,257,766 and $1,308,016)                      4,753,010          2,723,306
     Prepaid expenses and other assets                                  31,585             33,965
                                                                  -------------      -------------
               Total current assets                                  5,066,932          2,863,788
                                                                  -------------      -------------

Property and equipment:
     Equipment under capital leases                                  5,262,031          3,398,458
     Machinery and equipment                                           491,401            211,706
     Leasehold improvements                                            654,270            426,632
     Furniture and fixtures                                             77,174             33,799
                                                                  -------------      -------------
                                                                     6,484,876          4,070,595

          Less accumulated depreciation                             (2,618,595)        (1,866,309)
                                                                  -------------      -------------

Net property and equipment                                           3,866,281          2,204,286

Goodwill                                                             6,286,723          4,742,171
    Less accumulated amortization                                     (340,689)          (180,722)
                                                                  -------------      -------------

                                                                     5,946,034          4,561,449


Other assets                                                           218,550            299,212
                                                                  -------------      -------------
               Total assets                                       $ 15,097,797       $  9,928,735
                                                                  =============      =============
</TABLE>

See notes to consolidated financial statements.

                                                 F-2
<PAGE>

<TABLE>

                             MIRACOR DIAGNOSTICS, INC. AND SUBSIDIARIES

                                     CONSOLIDATED BALANCE SHEETS

                                     December 31, 2000 and 1999
<CAPTION>

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
                                                                    2000               1999
                                                                -------------      -------------
<S>                                                             <C>                <C>
Current liabilities:
     Accounts payable                                           $  1,061,919       $    849,560
     Accrued expenses                                                561,823            491,470
     Lines of credit                                                 917,364            506,384
     Notes payable, related parties - current portion                435,160                  -
     Notes payable - current portion                                 752,143            939,112
     Capital lease obligations - current portion                   1,137,220            669,307
                                                                -------------      -------------
               Total current liabilities                           4,865,629          3,455,833
                                                                -------------      -------------

Other liabilities:
     Notes payable, related parties - long term                       37,500                  -
     Notes payable - long term                                       389,054            683,656
     Capital lease obligations - long term                         3,530,687          2,683,535
                                                                -------------      -------------
               Total liabilities                                   8,822,870          6,823,024
                                                                -------------      -------------

Minority interest                                                    218,913                  -
                                                                -------------      -------------
Commitments and contingencies (note 9)

Stockholders' equity
     Series I convertible preferred stock (247,500 shares
         authorized; 0 issued and outstanding)                             -                  -
     6% cumulative convertible Series A preferred stock,
         and $.01 par value (1,972,500 shares authorized;
         0 shares issued and outstanding)                                  -                  -
     Preferred stock, $.01 par value (10,000,000 shares
         authorized; 0 shares issued and outstanding)                      -                  -
     Common stock, $.15 par value (100,000,000 shares
         authorized; 14,039,035 and 7,980,956 outstanding)         2,105,855          1,197,143
     Common stock to be issued (770 and 770 shares)                   23,494             23,494
     Warrants                                                        122,750            122,750
     Additional paid-in capital                                   29,549,679         27,705,952
     Deferred stock compensation                                      52,737             30,599
     Accumulated deficit                                         (25,798,501)       (25,974,227)
                                                                -------------      -------------
               Total stockholders' equity                          6,056,014          3,105,711
                                                                -------------      -------------
               Total liabilities and stockholders' equity       $ 15,097,797       $  9,928,735
                                                                =============      =============
</TABLE>

See notes to consolidated financial statements.

                                                 F-3
<PAGE>

                   MIRACOR DIAGNOSTICS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     Years ended December 31, 2000 and 1999

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

Net patient service revenue                    $  8,726,049       $  4,004,330

Operating expenses:
   Sales, general and administrative              7,797,311          4,977,308
                                               -------------      -------------

 Income/(Loss) from operations                      928,738           (972,978)

Other income (expense):
  Interest expense                                 (704,623)          (495,310)
  Other income                                       58,301            143,431
                                               -------------      -------------
Income/(Loss) before minority interest              282,416         (1,324,857)

Minority interest                                  (106,690)            19,649
                                               -------------      -------------
Net Income/(Loss)                              $    175,726       $ (1,305,208)
                                               =============      =============

Earnings/(Loss) per share:

Earnings/(Loss) per share-basic                $       0.01       $      (0.20)
Earnings/(Loss) per share-diluted              $       0.01       $      (0.20)
Weighted average shares outstanding-basic        11,993,979          6,395,241
Weighted average shares outstanding-diluted      12,410,357          6,395,241


See notes to consolidated financial statements.

                                       F-4
<PAGE>
<TABLE>
                                     MIRACOR DIAGNOSTICS, INC.

                                          AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                               Years ended December 31, 2000 and 1999
<CAPTION>

                                                             COMMON STOCK          ADDITIONAL    COMMON
                                                       -------------------------    PAID-IN      STOCK
                                                          SHARES       AMOUNT       CAPITAL   TO BE ISSUED
                                                       ------------ ------------ ------------ -----------
<S>                                                      <C>        <C>          <C>           <C>
Balance, January 1, 1999, as previously reported         4,370,905  $   655,636  $25,607,914  $  866,162
Prior period adjustment (Note 3)                                 -            -            -           -
                                                       ------------ ------------ ------------ -----------
Balance, January 1, 1999, as restated                    4,370,905      655,636   25,607,914     866,162

Common stock issued for compensation, interest
  services and principal of trade notes payable          1,386,363      207,954    1,050,015           -
Restricted Rule 144 common stock issued for the
  conversion of principal and accrued interest
  on convertible notes payable                              55,119        8,268        8,140           -
Restricted Rule 144 common stock issued for cash         1,140,278      171,042      313,958           -
Restricted Rule 144 common stock issued for
  acquisition of Vision Diagnostics, Inc. &
  affiliates                                               200,000       30,000       57,500           -
Restricted Rule 144 common stock issued from the
  escrow account related to the acquisition of
  Vision Diagnostics, Inc. & affiliates                    861,624      129,243      713,425    (842,668)
Restricted Rule 144 common stock cancelled
  related to the acquisition of
  Vision Diagnostics, Inc. & Affiliates                    (33,333)      (5,000)     (45,000)          -
Warrants issued for notes payable                                -            -            -           -
Accrued stock issuance                                           -            -            -           -
Net loss                                                         -            -            -           -
                                                       ------------ ------------ ------------ -----------
Balance, December 31, 1999                               7,980,956  $ 1,197,143  $27,705,952  $   23,494
                                                       ============ ============ ============ ===========
</TABLE>

(continued below)

<TABLE>
<CAPTION>
                                                                      DEFERRED     ACCUMULATED
                                                      WARRANTS      COMPENSATION     DEFICIT         TOTAL
                                                    -------------- -------------- -------------- --------------
<S>                                                 <C>            <C>            <C>            <C>
Balance, January 1, 1999 as previously reported                 -  $      25,443  $ (24,754,889) $   2,400,266
Prior period adjustment (Note 3)                                -              -         85,870         85,870
                                                    -------------- -------------- -------------- --------------
Balance, January 1, 1999, as restated                           -         25,443    (24,669,019)     2,486,136

Common stock issued for compensation, interest,
  Services and principal of trade notes payable                 -              -              -      1,257,969
Restricted Rule 144 common stock issued for the
  conversion of principal and accrued interest
  on convertible notes payable                                  -              -              -         16,408
Restricted Rule 144 common stock issued for cash                -              -              -        485,000
Restricted Rule 144 common stock issued for
  acquisition of Vision Diagnostics, Inc. &
  affiliates                                                    -              -              -         87,500
Restricted Rule 144 common stock issued from the
  Escrow account related to the acquisition of
  Vision Diagnostics, Inc. & affiliates                         -              -              -              -
Restricted Rule 144 common stock cancelled
  related to the acquisition of
  Vision Diagnostics, Inc. & Affiliates                         -              -              -        (50,000)
Warrants issued for notes payable                         122,750              -              -        122,750
Accrued stock issuance                                          -          5,156              -          5,156
Net loss                                                        -              -     (1,305,208)    (1,305,208)
                                                    -------------- -------------- -------------- --------------
Balance, December 31, 1999                          $     122,750  $      30,599  $ (25,974,227) $   3,105,711
                                                    ============== ============== ============== ==============
</TABLE>
  See notes to consolidated financial statements.

                                                 F-5
<PAGE>

<TABLE>

                                      MIRACOR DIAGNOSTICS, INC.

                                          AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                               Years ended December 31, 2000 and 1999

 <CAPTION>
                                                                   COMMON STOCK           ADDITIONAL     COMMON
                                                           ---------------------------     PAID-IN       STOCK
                                                                SHARES        AMOUNT       CAPITAL     TO BE ISSUED
                                                           -------------  ------------  ------------  ------------
<S>                                                          <C>          <C>           <C>           <C>
Balance, January 1, 2000                                      7,980,956   $ 1,197,143    27,705,952   $    23,494

Common stock issued for compensation, interest,
     services and principal of trade notes payable            2,678,899       401,835       541,179             -

Common stock sold, net of the associated offering costs         591,030        88,654       102,346             -

Restricted Rule 144 common stock issued for principal
     and accrued interest notes payable - related parties       120,000        18,000        24,785             -

Restricted Rule 144 common stock issued for principal
     and accrued interest on capital lease obligation           125,000        18,750        30,078             -

Restricted Rule 144 common stock issued
     for acquisition of Ultra Open MRI Holding
     Corporation                                              2,534,400       380,160     1,140,480             -

Common Stock issued from the Employee Incentive Stock
     Option Plan and Deferred Stock Compensation Plan             8,750         1,313         4,859             -

Accrued stock compensation                                            -             -             -             -

Net income                                                            -             -             -             -
                                                           ------------  ------------  ------------  ------------
Balance, December 31, 2000                                  14,039,035   $ 2,105,855   $29,549,679   $    23,494
                                                           ============  ============  ============  ============
</TABLE>
(continued below)

<TABLE>
<CAPTION>
                                                                            DEFERRED       ACCUMULATED
                                                              WARRANTS    COMPENSATION       DEFICIT          TOTAL
                                                           -------------  -------------   -------------   -------------
<S>                                                        <C>            <C>             <C>             <C>
Balance, January 1, 2000                                   $    122,750   $     30,599    $(25,974,227)   $  3,105,711

Common stock issued for compensation, interest,
     services and principal of trade notes payable                    -              -               -         943,014

Common stock sold, net of the associated offering costs               -              -               -         191,000

Restricted Rule 144 common stock issued for principal
     and accrued interest on notes payable - related parties          -              -               -         42,785

Restricted Rule 144 common stock issued for principal
     and accrued interest on capital lease obligation                 -              -               -          48,828

Restricted Rule 144 common stock issued
     for acquisition of Ultra Open MRI Holding Corporation            -              -               -       1,520,640

Common Stock issued from the Employee Incentive Stock
     Option Plan and Deferred Stock Compensation Plan                 -         (5,156)              -           1,016

Accrued stock compensation                                            -         27,294               -          27,294

Net income                                                            -              -         175,726         175,726
                                                           -------------  -------------   -------------   -------------
Balance, December 31, 2000                                 $    122,750   $     52,737    $(25,798,501)   $  6,056,014
                                                           =============  =============   =============   =============

See notes to consolidated financial statements.

                                                 F-6
</TABLE>
<PAGE>
<TABLE>

                                      MIRACOR DIAGNOSTICS, INC.

                                          AND SUBSIDIARIES

                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                               Years ended December 31, 2000 and 1999
<CAPTION>
                                                                                     2000              1999
                                                                                 ------------      ------------
<S>                                                                              <C>               <C>
Cash flows from operating activities:
     Net income /(loss)                                                          $   175,726       $(1,305,208)
     Adjustments to reconcile net income/(loss) to net cash
         provided by operating activities:
           Stock paid for services and interest                                      711,519         1,097,226
           Compensation recognized relating to
              accrued employee stock grants and warrants                              27,294             5,156
           Minority interest                                                         106,690           (19,647)
           Depreciation and amortization                                             942,142           669,040
           Gain on refinance of capital lease obligation                             (23,558)                -
           Loss on disposal of fixed assets                                            4,680                 -
           Write-off of notes payable                                                      -           (89,619)
           Cancellation of Restricted Rule 144 stock related to the
              acquisition of Vision Diagnostics and Affiliates                             -           (50,000)
           Changes in assets and liabilities excluding net assets acquired:
              Accounts receivable                                                 (1,214,787)         (187,264)
              Other assets                                                            85,120           208,333
              Accounts payable and accrued expenses                                   96,149           (39,810)
                                                                                 ------------      ------------
                     Net cash provided by operating activities                       910,975           288,207
                                                                                 ------------      ------------

Cash flows from investing activities:
     Purchase of property and equipment                                             (203,545)          (56,429)
     Cash acquired in purchase of company                                              1,083                 -
     Purchase of an investment in limited partnership                                      -          (150,000)
                                                                                 ------------      ------------

                     Net cash used in investing activities                          (202,462)         (206,429)
                                                                                 ------------      ------------

Cash flows from financing activities:
     Increase in lines of credit                                                     337,580                 -
     Proceeds from notes payable, related parties                                    150,000            50,000
     Proceeds from notes payable                                                      65,000           100,000
     Principal payments on notes payable, related parties                            (67,500)                -
     Principal payments on notes payable                                            (443,429)         (222,920)
     Principal payments on capital lease obligations                                (801,076)         (465,247)
     Proceeds from issuing common stock                                              226,732           485,000
                                                                                 ------------      ------------

           Net cash used in financing activities                                    (532,693)          (53,167)
                                                                                 ------------      ------------

Net increase in cash and cash equivalents                                            175,820            28,611

Cash and cash equivalents, beginning of year                                         106,517            77,906
                                                                                 ------------      ------------

Cash and cash equivalents, end of year                                           $   282,337       $   106,517
                                                                                 ============      ============
</TABLE>

See notes to consolidated financial statements.

                                                 F-7
<PAGE>

                           MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     Years ended December 31, 2000 and 1999

<TABLE>
<CAPTION>

                                                               2000            1999
                                                           -----------     -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
<S>                                                        <C>             <C>
PAYMENTS FOR:
     Interest                                              $  587,635      $  365,958
     Income taxes                                          $      900      $      800

SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INFORMATION:

STOCK ISSUED FOR:
     COMPENSATION AND SERVICES:
     Legal, professional and employee services             $  590,001      $  993,201
     Public relations and marketing expense                    64,314               -
     Directors' fees                                           26,896          59,776
     Repurchase of Restricted Rule 144 stock                        -          44,249
     Interest expense on notes payable                         30,308               -
                                                           -----------     -----------
                                                              711,519       1,097,226
                                                           -----------     -----------
     OTHER:
     Principal payments on notes payable                      197,797         160,743
     Capitalized costs - Ultra/Swartz offering                 29,010               -
     Other assets                                               4,688               -
                                                           -----------     -----------
                                                           $  943,014      $1,257,969
                                                           ===========     ===========
</TABLE>

On February 9, 2000, the Company acquired the 80% of net assets of Ultra Open
MRI Holding Corporation (`Ultra') in exchange for 2,534,400 shares of Restricted
Rule 144 common stock and a note payable of $380,160.

<TABLE>
The net assets acquired were as follows:
<CAPTION>
  <S>                                     <C>               <C>                          <C>
  Cash                                    $      1,083      Common stock issued          $  1,520,640
  Accounts receivable                          814,917      Due to shareholders               380,160
  Property and equipment                       970,025      Direct costs of acquisition        92,646
  Other assets                                  31,963      Minority interest                 112,223
  Accounts payable and other liabilities       (93,916)     Goodwill                       (1,544,553)
  Capital lease obligations                   (943,135)
  Notes payable                               (146,421)
  Lines of credit                              (73,400)
                                          -------------                                  -------------
                                          $    561,116                                   $    561,116
                                          =============                                  =============
</TABLE>

During the years ended December 31, 2000 and 1999, deferred compensation expense
of $29,956 and $5,156, respectively, were recorded relating to accrued employee
stock grants in order to value such shares at the estimated fair market value at
the date of grant.

                                       F-8
<PAGE>

                           MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     Years ended December 31, 2000 and 1999

During the third quarter of 2000, the Company issued $150,000 of 12% convertible
notes payable, due January 15, 2002, to six officers and directors. Upon the
nine month anniversary of the note, each noteholder may elect to convert all
(but not part) of the note into 83,333 shares of the Company's common stock. The
amount payable to the noteholders in aggregate is $37,500 plus accrued interest
due April 15, 2001, July 15, 2001, October 15, 2001, and January 15, 2002.

In 2000, the Company financed $1,211,473 of MRI and CT equipment under capital
lease agreements with financing companies.

Pursuant to an employee agreement, 7,500 shares of accrued employee
common stock grants were issued in May 2000. Accordingly, deferred stock
compensation of $5,156 was reclassified to common stock and additional paid-in
capital in the second quarter of 2000.

During the first quarter of 2000, the Company refinanced a capital lease
obligation in which the Company issued 125,000 shares of Restricted Rule 144
common stock valued at $48,828, recognized a gain of $23,558 and obtained a new
capital lease payable of $425,258.

During the first quarter of 1999, short-term convertible notes payable in the
amount of $15,000 were converted along with accrued interest payable of $1,608
into 55,119 shares of Restricted Rule 144 common stock.

During the first quarter of 1999, an additional 200,000 shares of Restricted
Rule 144 common stock, valued at $87,500, were issued in connection with the
acquisition of Vision Diagnostics, Inc. Accordingly, goodwill associated with
this transaction was increased by $87,500.

On April 7, 1999, the Company acquired the remaining ownership of West Regional
MRI Limited Partnership at a purchase price of approximately $1,300,000.
Associated with this transaction, the Company recorded goodwill of $762,265,
warrants and the related deferred interest valued at $105,250, additional notes
payable for $500,000 due to the limited partners and refinanced a capital lease
agreement for an additional $650,000 due to a finance company.

In September 1999, the Company issued $50,000 in principal amount of 10%
Promissory notes payable, due March 31, 2000, to two directors and an individual
to finance operations. As additional consideration for these loans, the
individual lenders, including the directors, were awarded total warrants to
purchase 40,000 shares of common stock at an exercise price of $0.625 per share.
In connection with the issuance of the warrants to the individuals, the company
is recognizing additional interest expense of $10,938, which is being amortized
over the terms of the loans. During the second quarter of 2000, the Company paid
$45,000 of the $50,000 short-term promissory notes payable along with accrued
interest payable of $2,785 in the form of $5,000 cash and 120,000 shares of
Restricted Rule 144 common stock. Accrued interest expense and warrant
amortization to interest expense related to these loans amounted to $958 and
$5,833, respectively, as of December 31, 2000. Accrued interest expense and
warrant amortization to interest expense related to these loans amounted to
$1,667 and $1,944, respectively, as of December 31, 1999.

During 1999, the Company was required to repurchase 33,333 shares of Restricted
Rule 144 common stock for $1.50 per share pursuant to a severance agreement
related to the July 1998 acquisition of Vision Diagnostics, Inc. and affiliates.
In July 1999, the Company received and cancelled the 33,333 shares.

In 1999, the Company financed $905,700 of MRI equipment under a capital lease
agreement with a financing company.

See notes to consolidated financial statements.

                                       F-9
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the years ended December 31, 2000 and 1999

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    ------------------------------------------

a) DESCRIPTION OF BUSINESS

Miracor Diagnostics, Inc. and subsidiaries (the "Company") previously operating
under the name Medical Device Technologies, Inc., is a public company
incorporated in Utah on February 6, 1980 and headquartered in San Diego,
California. In the third quarter of 1998, the Company redefined its business
focus to medical diagnostic imaging services and emerged as an operating company
through the acquisition of medical resonance imaging (MRI) centers in Orlando
and Jacksonville, Florida, Toledo, Ohio, and the general partnership interest of
another center in Oak Brook, Illinois. In April 1999, the Company acquired the
remaining 50% limited partnership interest in the Oak Brook Center.
Subsequently, the Company's activities focused on improvement of its capital
structure and operations of the acquired MRI centers. Additionally, the Company
identified suitable acquisition targets to position the Company for growth.

On February 9, 2000, the Company closed the acquisition of 80% of three centers
located in Palm Harbor, St. Petersburg and Tampa, Florida as well as the holding
company, Ultra Open MRI Holding Corporation ("Ultra").

Prior to 1998, the Company engaged in the development of three innovative
medical devices. The Fluid Alarm System (FAS), formerly called the Personal
Alarm System (PAS), monitored the integrity of infection control barriers, such
as surgical gloves and gowns worn during medical procedures. The Cell Recovery
System (CRS), was a cell "brushing" and retrieval system that used an automated
biopsy brush for the collection of specimen cells for diagnostic purposes,
primarily (but not limited to) cancer detection. The Company received FDA
clearance for the FAS during the year ended December 31, 1995 and received FDA
clearance for the CRS in March 1996. The Company initiated further clinical
trials on the CRS in 1997. The Intracranial Pressure Monitoring System (ICP),
was intended to measure pressures within the skull non-invasively. The Company
determined that the licensed ICP technology was not effective. As a result, the
Company recorded an impairment loss on the ICP license in 1997 and deemed the
ICP license to have no future value. In 1998, coincident with the purchase of
Vision Diagnostics, Inc. and Affiliates, described in the next paragraph, the
Company wrote off the costs associated with the FAS and the CRS licenses,
including certain fixed assets and inventory costs, and recognized impairment
losses in the amount of $725,458, and $616,093, respectively. However, the
company continues to retain the rights to the use of the licenses through 2005
and 2008, respectively.

                                      F-10
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the years ended December 31, 2000 and 1999

(1) CONTINUED
    ---------

(a) DESCRIPTION OF BUSINESS - CONTINUED

Additionally in July 1998, the Company acquired 100% of the stock of Vision
Diagnostics, Inc. ("Vision") with the issuance of 1,568,000 shares of Restricted
Rule 144 common stock. The Company has accounted for the acquisition using the
purchase method of accounting with the results of operations of the acquired
entity included in the Company's consolidated financial statements from the date
of acquisition. Goodwill associated with this transaction amounted to
$1,577,477.

During the first quarter of 1999, an additional 200,000 shares of Restricted
Rule 144 common stock, valued at $87,500, were issued in connection with the
acquisition of Vision Diagnostics, Inc. Accordingly, goodwill associated with
this transaction was increased by $87,500.

Vision Diagnostics, Inc. is the 50% general partner in West Regional MRI Limited
Partnership. On April 7, 1999, the Company acquired the remaining 50% interest
in West Regional MRI Limited Partnership at a purchase price of $1,300,000 and
recorded goodwill associated with this transaction of $762,265. The consolidated
financial statements reflect all of the assets, liabilities, revenues and
expenses of the partnership. Prior to this acquisition, the limited partners'
share of the partnership's net income has been presented
as minority interest in the accompanying consolidated statement of operations
for the year ended December 31, 1999.

On February 9, 2000, the Company acquired 80% ownership in Ultra Open MRI
Holding Corporation with a combination of 20% in the form of a payable and 80%
in Restricted Rule 144 common stock. The purchase price was $1,900,800 and
goodwill associated with this transaction was recorded at $1,544,533 which
included direct costs associated with the purchase. Total assets were
approximately $1.8 million and total liabilities were approximately $1.3 million
as of February 9, 2000. The note payable to the principals is due in variable
payments totaling $380,160 on November 9, 2001. The principals' share of the
shareholders' capital has been reflected as a minority interest on the
accompanying consolidated balance sheet at December 31, 2000. The principal's
share of net income has been presented as minority interest in the accompanying
consolidated statement of operations for the year ended December 31, 2000.

Had the acquisition occurred January 1, 1999, consolidated revenues for the year
ended December 31, 1999 would have been approximately $1.7 million, net loss
would have been approximately ($350,000) and loss per share would have been
($0.07).

Had the acquisition occurred January 1, 2000, consolidated revenues for the year
ended December 31, 2000 would have been approximately $9.0 million, net income
would have been approximately $240,000 and earnings per share would have been
$0.01.

(b) PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is being provided on a
straight line basis over the estimated useful lives of the related assets which
range from three to nine years.

                                      F-11
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the years ended December 31, 2000 and 1999

(1) CONTINUED
    ---------

(c) INCOME TAXES

Income taxes are accounted for in accordance with Statement of Financial
Accounting Standards No.109, "Accounting for Income Taxes", (SFAS No. 109). This
statement employs an asset and liability approach for financial accounting and
reporting of deferred income taxes. Generally, SFAS No. 109 allows for
recognition of deferred tax assets in the current period for the future benefit
of net operating loss carryforwards and items for which expenses have been
recognized for financial statement purposes but will be deductible in future
periods. A valuation allowance is recognized if, on the weight of available
evidence, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.

(d) CASH FLOWS

For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments with an original maturity of three months or less to be
cash equivalents.

(e) REVENUE RECOGNITION

During 2000 and 1999, the principal source of revenue is from diagnostic imaging
which is recognized as performed. The Company is presently operating in this one
business segment and only in the United States.

(f) FINANCIAL INSTRUMENTS FAIR VALUE, CONCENTRATION OF BUSINESS AND CREDIT RISKS

The carrying amount reported in the balance sheet for cash, accounts receivable,
accounts payable and accrued expenses approximates fair value because of the
immediate or short-term maturity of these financial instruments. The carrying
amount reported in the accompanying balance sheet for notes payable approximates
fair value because the actual interest rates do not significantly differ from
current rates offered for instruments with similar characteristics. Financial
instruments, which potentially subject the Company to concentrations of credit
risk, consist principally of accounts receivable. The Company operates and
grants credit to customers in Florida, Oak Brook, Illinois, and Toledo, Ohio. In
addition, the Company files claims with numerous insurance carriers, managed
care groups, Medicare and Medicaid located throughout the United States.

Consequently, the Company's ability to collect the amounts due from customers,
managed care groups, insurance companies and government agencies may be affected
by economic fluctuation and governmental regulations in the healthcare industry.

(g)      LONG-LIVED ASSETS

The Company periodically evaluates the recoverability of its long-lived assets
based on expected undiscounted cash flows and will recognize impairment of the
carrying value of long-lived assets, if any is indicated, based on the fair
value of such assets.

                                      F-12
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the years ended December 31, 2000 and 1999

(1) CONTINUED
    ---------

(h) USE OF ESTIMATES

Management of the Company has made certain estimates and assumptions relating to
the reporting of assets and liabilities and the disclosure of contingent assets
and liabilities to prepare these financial statements in conformity with
generally accepted accounting principles. Actual results could differ from those
estimates.

(i) EARNINGS/LOSS PER COMMON SHARE

Basic earnings per share is computed by dividing net income available to common
stockholders by the weighted average common shares outstanding for the period.
Diluted earnings per share is computed giving effect to all potentially dilutive
common shares. Potentially dilutive common shares may consist of incremental
shares issuable upon the exercise of stock options, adjusted for the assumed
repurchase of the common stock, at the average market price, from the exercise
proceeds and also may include incremental shares issuable in connection with
convertible securities. In periods in which a net loss has been incurred, all
potentially dilutive common shares are considered antidilutive and thus are
excluded from the calculation. The following table sets forth the computations
of basic and diluted earnings/(loss) per share for the year ended December 31,
2000 and 1999:

<TABLE>
<CAPTION>
                                                            2000             1999
                                                        ------------     ------------
<S>                                                     <C>              <C>
Basic earnings/(loss) per share:

Net income (loss) available to common shareholders      $   175,726      $(1,305,208)
                                                        ------------     ------------
Weighted average shares outstanding                      11,993,979        6,395,241

Basic earnings/(loss) per share                         $      0.01      $     (0.20)
                                                        ============     ============

Diluted earnings/(loss) per share:

Net income/(loss) available to common shareholders      $   175,726      $(1,305,208)
                                                        ------------     ------------
Adjusted net income/(loss) available to common
   shareholders assuming conversion                         175,726       (1,305,208)
                                                        ------------     ------------

Weighted average shares outstanding                      11,993,979        6,395,241
Effect of dilutive securities:
    Warrants                                                350,546                -
    Employee stock options                                   25,022                -
    Employee stock-based compensation awards                 40,810                -
                                                        ------------     ------------
Adjusted weighted average shares outstanding
    and assumed conversions                              12,410,357        6,395,241
                                                        ============     ============

Diluted earnings/(loss) per share                       $      0.01      $     (0.20)
                                                        ============     ============
</TABLE>

Options and warrants to purchase 863,266 shares of common stock, at prices
ranging from $28.00 to $0.63 per share, were outstanding during the year but not
included in the December 31, 2000 computations of diluted earnings per share,
because the exercise prices were greater than the average market price of the
common shares. The options and warrants, which expire on dates ranging from
August 30, 2001 to August 30, 2010, were still outstanding at December 31, 2000.

Options and warrants to purchase 532,430 shares of common stock, at prices
ranging from $70.00 to $0.01 per share, were outstanding during the year but not
included in the December 31, 1999 computation of diluted earnings/(loss) per
share, because inclusion of securities would have an antidilutive effect on
earnings/(loss) per share.

                                      F-13
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the years ended December 31, 2000 and 1999


(j) RECLASSIFICATION

Certain amounts in the 1999 Financial Statements have been reclassified to
conform with the 2000 presentation.

(2) GOING CONCERN
    -------------

These financial statements have been prepared assuming that the Company will
continue as a going concern. The Company has historically incurred losses from
operations, has a significant accumulated deficit and a lack of long-term
financing. Further, the continued viability of the Company is dependent on the
success of its MRI centers. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company is seeking to fund its immediate and longer-term working capital
needs from funds to be obtained through a corporate acquisition or merger with
another entity with greater financial resources or from the proceeds of
additional private placements or public offerings of debt or equity securities.
However, neither the consummation nor the success of an acquisition or merger,
nor the receipt of additional funds can be assured. Therefore, the long-term
viability of the Company is dependent on its ability to profitably operate its
MRI centers and to obtain the financing necessary to fund its anticipated
growth.

The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amount of
liabilities that might be necessary should the Company be unable to continue in
existence.

(3) PRIOR PERIOD ADJUSTMENT
    -----------------------

During the second quarter of 1999, management discovered additional 1998
expenses that should have been allocated to the limited partners of the West
Regional MRI limited Partnership. Therefore, the net effect of this adjustment
is to reduce the 1998 Accumulated Deficit at December 31, 1998 by $85,870.

(4) GOODWILL
    --------

In connection with the Vision and Ultra acquisitions, consideration paid
exceeded the estimated fair value of the assets acquired (including estimated
liabilities assumed as part of the transaction) by approximately $6,100,000. The
excess of the consideration paid over the fair value of the net assets acquired
has been recorded as goodwill and is being amortized on a straight line basis
over 40 years. At each balance sheet date, management assesses whether there has
been any permanent impairment in the value of intangibles. The factors
considered by management include trends and prospects as well as the effects of
obsolescence, demand, competition and other economic factors. No impairment
losses have been recognized in any of the periods presented.

                                      F-14
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the years ended December 31, 2000 and 1999

(5) LINE OF CREDIT
    --------------

The Company has a line of credit with a finance company at prime plus 3% under
which the Company may borrow up to $1,500,000 or the "borrowing base" as
defined. Balance due June 2001. At December 31, 2000 and 1999, the outstanding
balance was $848,723 and $506,384, respectively.

The Company has a line of credit with a bank at prime plus 1.75% under which the
Company may borrow up to $50,000. At December 31, 2000, the outstanding balance
was $50,000.

The Company has a line of credit with a bank at 10.5% under which the Company
may borrow up to $25,000. At December 31, 2000, the outstanding balance was
$18,641.

                                      F-15
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the years ended December 31, 2000 and 1999

(6) NOTES PAYABLE
    -------------
Notes payable consisted of the following at December 31:

<TABLE>
<CAPTION>
                                                                                     2000            1999
                                                                                -------------   -------------
   <S>                                                                          <C>             <C>
   Note payable to individuals, interest at 8.5%, quarterly payments of
   $41,665, due September 2002.                                                 $    299,031    $    447,376

   Note payable to an individual, interest at 10%, variable monthly payments
   through February 2003.                                                            165,788         313,873

   Note payable to a finance company, interest at 10%, monthly payments of
   $10,000, due March 2002.                                                          141,749         234,059

   Note payable to bank, interest at 12%, monthly payments of $5,283, due
   April 2002.                                                                        77,748         100,047

   Note payable to an individual, monthly payments of $5,000.                         74,570         114,019

   Note payable to a finance company, interest at 10.5%, monthly payments of
   $2,150, due March 2004.                                                            70,761          88,121

   Note payable to a finance company, interest at 10.84%, monthly payments of
   $1,434, due December 2005.                                                         66,159               -

   Note payable to a bank, interest at 10.5%, monthly payments of $3,027,
   due October 2002.                                                                  60,257          81,239

   Note payable to an individual, interest at 2.79%, monthly payments of $2,500,
   due December 2002.                                                                 58,295          86,250

   Note payable to a bank, interest at 4% above discount rate, quarterly
   payments of $10,724, due January 2002.                                             46,555          75,060

   Note payable to a bank, interest at 8.5%, monthly payments of $1,819, due
   June 2002.                                                                         30,602               -

   Note payable to a bank, interest at 8%, monthly payments of $1,429, due
   December 2001.                                                                     16,430               -

   Note payable to a bank, interest at 13.9%, monthly payments of
   $1,249, due May 2002.                                                              14,055               -

   Note payable to a bank, interest at 12.25%, monthly payments of $796,
   due December 2001.                                                                  8,940               -

   Note payable to a bank, interest at prime plus 2% at June 30, 2000, monthly
   payments of $1,629, due May 2001.                                                   6,650               -

   Note payable to a bank, interest at 10%, monthly payments of $372,
   due October 2001.                                                                   3,607               -

   Other, interest ranging from 6% to 10%.                                                 -          82,724
                                                                                -------------   -------------
                                                                                $  1,141,197    $  1,622,768

   Less current portion                                                             (752,143)   $   (939,112)
                                                                                -------------   -------------
   Long-term portion                                                            $    389,054    $    683,656
                                                                                =============   =============
</TABLE>

                                      F-16
<PAGE>

                           MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the years ended December 31, 2000 and 1999


(6) CONTINUED
    ---------

At December 31, 2000, future minimum annual principal payments on the notes
payable are as follows:

                        Year-ending December 31,
                        ------------------------
                                  2001                           $  752,143
                                  2002                              313,729
                                  2003                               36,839
                                  2004                               20,885
                                  2005                               17,601
                                                                 -----------
                                                                 $1,141,197
                                                                 ===========

On April 7, 1999, the Company acquired the remaining ownership of West Regional
MRI Limited Partnership at a purchase price of approximately $1,300,000.
Associated with this transaction, the Company recorded goodwill of $762,265,
warrants and the related deferred interest valued at $105,250, additional notes
payable for $500,000 due to the limited partners and refinanced a capital lease
agreement for an additional $650,000 due to a finance company. The deferred
interest is being amortized over sixty months, which is the term of the
associated note payable. The $500,000 limited partnership note payable has an
interest rate of 8.5%, payable in quarterly installments of $41,665, final
payment due June 15, 2002. The $650,000 note payable to a finance company has an
interest rate of 12.92% and was added to the refinance of a capital lease with
an additional $100,000 representing the purchase option price of the equipment.
It has a revised sixty month payment of $27,119 with final payment due March
2004. Warrant amortization to interest expense related to the above note payable
amounted to $21,050 and $15,788 for the year ended December 31, 2000 and 1999,
respectively.


(7) NOTES PAYABLE TO RELATED PARTIES
    --------------------------------

During the third quarter of 2000, the Company issued $150,000 of 12% convertible
notes payable, due January 15, 2002, to six officers and directors. Upon the
nine month anniversary of the note, each noteholder may elect to convert all
(but not part) of the note into 83,333 shares of the Company's common stock. The
amount payable to the noteholders in aggregate is $37,500 plus accrued interest
due April 15, 2001, July 15, 2001, October 15, 2001, and January 15, 2002.

In September 1999, the Company issued $50,000 in principal amount of 10%
short-term promissory notes payable, due March 31, 2000, to two directors and an
individual to finance operations. The individual lenders, including the
directors, were awarded total warrants to purchase 40,000 shares of common stock
at an exercise price of $0.625 per share. In connection with the issuance of the
warrants, the Company is recognizing additional interest expense of $10,938,
which is being amortized over the terms of the loans. Accrued interest payable
and warrant amortization to interest expense related to these loans amounted to
$1,667 and $1,944, respectively, as of December 31, 1999. Accrued interest
payable and warrant amortization to interest expense related to these loans
amounted to $958 and $5,833, respectively, as of December 31, 2000.

During the second quarter of 2000, the Company paid $45,000 of these $50,000
related party short-term promissory notes payable along with accrued interest
payable of $2,785 in the form of $5,000 cash and 120,000 shares of Restricted
Rule 144 common stock. The balance of these notes was $5,000 at December 31,
2000.

Related to the February 2000 acquisition of Ultra, the Company issued notes
payable to the principals which are due in variable payments totaling $380,160
plus accrued interest through November 9, 2001. Each noteholder may elect to
convert all or part of the note into shares of the Company's common stock at a
conversion price of $0.60. During the year ended December 31, 2000, the Company
paid principal of $62,500 along with accrued interest of $7,603. The balance of
these notes was $317,660 at December 31, 2000. It is the Company's position that
the aforementioned notes were restructured on a short-term basis. This position
is contested by the principals who claimed an event of default and the matter is
presently in dispute.

                                      F-17
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the years ended December 31, 2000 and 1999

(8) LEASES
    ------

The Company is currently leasing its MRI machines under capital lease agreements
and its offices under operating leases which expire at various dates.

At December 31, 2000, future minimum annual rental commitments under
noncancellable lease obligations are as follows:

<TABLE>
<CAPTION>
                                                                       Capital           Operating
                        Year-ending December 31,                        Leases             Leases
                        ------------------------                     -----------         -----------
                               <S>                                   <C>                 <C>
                                  2001                               $1,493,163             434,359
                                  2002                                1,549,499             360,504
                                  2003                                1,240,622             231,615
                                  2004                                  736,528             180,516
                                  2005                                  417,483             100,767
                               Thereafter                                45,350              50,400
                                                                     -----------         -----------

      Total minimum lease payments                                    5,482,645          $1,358,161
      Less amounts representing interest (at rates of 3.9% to                            ===========
      12.92%)                                                           814,738
                                                                     -----------

      Present value of net minimum lease payments                     4,667,907

          Less current portion                                        1,137,220
                                                                     -----------

      Capital lease obligations - long term                          $3,530,687
                                                                     ===========
</TABLE>

Rent expense for operating leases, including month to month leases, was $405,862
and $279,470 for the years ended December 31, 2000 and 1999, respectively.

                                      F-18
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the years ended December 31, 2000 and 1999

(9) COMMITMENTS AND CONTINGENCIES
    -----------------------------

EMPLOYEE AGREEMENTS

In August 1994, the Company entered into a severance agreement with the Chief
Executive Officer. The severance agreement provides, among other things, that in
the event a change in control of the Company occurs or the Chief Executive
Officer is involuntarily terminated, suffers a disability while employed by the
Company or dies while employed by the Company, then the Chief Executive Officer
is entitled to receive certain benefits from the Company. Such benefits may
include some or all of the following: an amount based on the base salary as
provided for in the employment agreement; an amount based on the bonus paid or
payable to the Chief Executive Officer as provided for in the employment
agreement; the right to receive common stock that shall vest immediately; and
the right to exercise any warrants or stock options held by or granted to the
Chief Executive Officer under the employment agreement or any stock option plan
of the Company or both, health insurance and disability insurance. The Chief
Executive Officer will not receive any benefits upon voluntarily termination of
employment with the Company or if the Company terminates the Chief Executive
Officer "for cause", which is defined as the conviction of the Chief Executive
Officer after appeal of a felony.

On August 31, 2000, the term of Mr. Hulsebus' employment agreement and severance
agreement were extended for an additional one (1) year period, or until August
31, 2003.

LEGAL MATTERS

Miracor has been named as a nominal defendant in a Federal action brought in the
U.S. District Court for the Southern District of New York. The complaint is
addressed against a former director for short-swing profits (i.e., purchases and
sales of the Company's securities within a six month period). The action is
brought for the benefit of the Company. The Company was named as a party
defendant solely in order to have all necessary parties before the court. At the
present time, a complaint and answers have been filed and discovery has just
started.

From time to time the Company has been named as a defendant in a lawsuit. As of
December 31, 2000, all such lawsuits have been dismissed or settled through
agreed-upon payment terms. There are no other legal proceedings, to which the
Company is a party, which could have a material adverse effect on the Company.


                                      F-19
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the years ended December 31, 2000 and 1999

(10) STOCKHOLDERS' EQUITY
     --------------------

PREFERRED STOCK

In April 1995, the Company amended its Articles of Incorporation to authorize
10,000,000 shares of $.01 par value preferred stock. In December 1995, the
Company further amended its Articles of Incorporation to authorize 187,500 of
Series I convertible preferred stock in conjunction with its private placement
offering, the Company issued 153,750 shares of Series I convertible preferred
stock with an assigned value of $384,375. On January 19, 1996, the Company again
amended its Articles of Incorporation to increase the authorized shares of
Series I convertible preferred stock from 187,500 to 247,500. On January 24,
1996, the Company issued an additional 93,750 shares of Series I convertible
preferred stock. These preferred shares were considered an original issue
discount associated with the notes payable and were amortized over approximately
the first five months of 1996.

On June 24, 1996, the Company completed a public offering of 1,500,000 shares of
6% cumulative convertible Series A preferred stock (the "Preferred Stock") and
1,500,000 redeemable common stock purchase warrants resulting in gross proceeds
of $7.65 million. The Company received approximately $4 million after repayment
of short-term debt and costs associated with the offering. The Preferred Stock
is convertible into four thirty-fifths (4/35) share of common stock $43.75 per
share and for a total of $131.25. As part of the terms of this offering, the
holders of the Series I convertible preferred stock exchanged their preferred
stock for the Preferred Stock on a one for one basis at no cost. Each share of
Preferred Stock, by its terms, automatically converted into four thirty-fifths
(4/35) share of common stock on July 24, 1997.

COMMON STOCK

On July 14, 1998, the Company acquired either the stock or substantially all of
the assets and liabilities of Vision Diagnostics, Inc. and Affiliates for a
total of 3,461,356 Restricted Rule 144 common shares. At December 31, 1998,
2,599,677 shares have been issued and 861,679 were to be issued upon the
completion of escrow requirements. As of December 31, 1999, 861,624 of the
escrow shares have been issued.

During the first quarter of 1999, an additional 200,000 shares of Restricted
Rule 144 common stock, valued at $87,500, were issued in connection with the
acquisition of Vision Diagnostics, Inc. Accordingly, goodwill associated with
this transaction was increased by $87,500.

                                      F-20
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For the years ended December 31, 2000 and 1999

(10) CONTINUED
     ---------

During the first quarter of 1999, short-term convertible notes payable in the
amount of $15,000 were converted along with accrued interest payable of $1,608
into 55,119 shares of Restricted Rule 144 common stock.

Pursuant to investment letters issued during 1999 with three individuals, we
received a total of $135,000 for the purchase of 337,500 shares of Restricted
Rule 144 common stock at a purchase price of $0.40. Pursuant to investment
letters issued during 1999 with a limited liability company, we received a total
of $250,000 for the purchase of 552,778 shares of Restricted Rule 144 common
stock at purchase prices ranging from $0.40 to $0.75 per share. Pursuant to a
investment letter issued during 1999 with a corporation, we received $100,000
for the purchase of 250,000 shares of Restricted Rule 144 common stock at a
purchase price of $0.40. As of December 31, 1999, all 1,140,278 shares had been
issued.

Pursuant to investment letters issued during 2000 with eight individuals, we
received a total of $190,000 for the purchase of 388,600 shares of Restricted
Rule 144 common stock at purchase prices ranging from $0.40 to $0.65 per share.
All such shares have been issued.

During the first quarter of 2000, the Company refinanced a capital lease
obligation in which the Company issued 125,000 shares of Restricted Rule 144
common stock valued at $48,828, recognized a gain of $23,558 and obtained a new
capital lease payable of $425,258.

On February 9, 2000, the Company acquired 80% ownership in Ultra Open MRI
Holding Corporation with a payment combination of a $380,160 note payable and
2,534,400 shares of Restricted Rule 144 common stock. All shares have been
issued.

In 2000, the Company entered into and subsequently terminated an investment
Agreement with Swartz Private Equity LLC ("Swartz"). The investment agreement
entitled the Company, at the Company's option, to issue and sell its common
stock for up to an aggregate of $15 million from time-to-time during a
three-year period through April 2003, subject to certain conditions including
(1) an effective registration statement must be on file with the SEC registering
the resale of the common shares, and (2) a limitation on the number of common
shares which can be sold to Swartz within a 30 day time period based on the
trading volume of the stock, among others. Swartz could purchase the common
stock from the Company at a discount ranging from 9% to 25% depending on the
price of the common stock. In addition to the common stock purchase, Swartz
received warrants to purchase an additional 10% of the common stock equal to
110% of the market price as determined during the pricing period, subject to
further semi-annual adjustments if the price of the common stock goes down. The
registration statement went effective on July 12, 2000. During 2000 pursuant to
this agreement, the Company sold 202,430 shares of common stock and issued
779,024 warrants to purchase shares of the Company's common stock at exercise
prices ranging from $0.23 to $0.28 with exercise periods of five years from date
of grant. The sale of stock has been recorded net of related offering costs of
approximately $35,000. As of December 31, 2000, none of the warrants have been
exercised. This equity financing agreement did not provide the necessary
resources to pursue the Company's acquisition strategy; therefore, the agreement
was terminated effective October 16, 2000.

In May 2000, 7,500 shares of accrued employee common stock grants were issued
pursuant to an employee agreement. Accordingly, deferred stock compensation of
$5,156 was reclassified to common stock and additional paid-in capital in the
second quarter of 2000.

                                      F-21
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the years ended December 31, 2000 and 1999

(11) OPTIONS AND WARRANTS
     --------------------

The Company has issued options and warrants in connection with various private
placements, certain debt securities and certain other agreements with
compensation to employees and consultants. The Company's options and private
warrants allow the holder to purchase one share of the Company's common stock at
a specified price.


Options and private warrants granted and issued by the Company consisted of:

                                                                       Weighted
                                                                       Average
                                                          Number        Price
                                                        -----------  -----------

Balance outstanding, December 31, 1998                      83,279       $56.12

Options granted                                            490,000         0.81
Options expired                                           (118,286)        2.20
Warrants granted                                           140,000         0.19
Warrants expired                                           (62,563)       64.48
                                                        -----------
Balance outstanding, December 31, 1999                     532,430         1.50
                                                        ===========

Options granted                                            702,000         0.62
Options expired                                            (97,750)        0.74
Options exercised                                           (1,250)        0.81
Warrants granted                                           954,024         0.25
Warrants expired                                            (7,143)       44.80
                                                        -----------
Balance outstanding, December 31, 2000                   2,082,311        $0.52
                                                        ===========

Options and warrants exercisable                         1,183,061        $0.40


Compensation expense was not recorded for any issuance of options and warrants
to officers or employees in 2000 and 1999 as the fair market value of the
options and warrants was at or below the exercise price on their respective
dates of issuance.

                                      F-22
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                For the years ended December 31, 2000 and 1999

(11) CONTINUED
     ---------

Information relating to options and warrants at December 31, 2000 summarized by
exercise price is as follows:

<TABLE>
<CAPTION>

                 Outstanding                                                             Exercisable
                                                     Weighted Average                 Weighted Average
      Exercise Price         Equiv.               Life          Exercise          Equiv.           Exercise
        Per Share            Shares              (Year)          Price            Shares            Price
        ---------            ------              ------          -----            ------            -----
      <S>                 <C>                     <C>          <C>             <C>                 <C>
      $    0.01             100,000               4.0          $ 0.01            100,000           $0.01
           0.20             175,000               4.9            0.20            175,000            0.20
           0.23              20,413               4.8            0.23             20,413            0.23
           0.26             909,674               6.5            0.26            744,674            0.26
           0.28              13,937               4.8            0.28             13,937            0.28
           0.63              40,000               2.0            0.63             40,000            0.63
           0.69             433,000               9.0            0.69              6,250            0.69
           0.81             310,000               8.0            0.81             77,500            0.81
           1.00              75,000               9.2            1.00                  0            1.00
          28.00               5,287               3.0           28.00              5,287           28.00
                          ----------                                           ----------
                          2,082,311               7.0          $ 0.52          1,183,061           $0.40
                          ==========                                           ==========
</TABLE>

Had compensation cost for stock-based compensation been determined based on the
fair value at the grant dates consistent with the method of SFAS No. 123, the
Company's net income/loss and earnings/loss per share for the years ended
December 31, 2000 and 1999 would have been increased to the pro forma amounts
presented below:

<TABLE>
<CAPTION>
                                                               2000             1999
                                                           ------------     ------------
<S>                                                        <C>              <C>
Net income/(loss):
     As reported                                           $   175,726      $(1,305,208)
     Pro forma                                                 134,551       (1,324,722)

Net income/(loss) attributable to common stockholders
     As reported                                               175,726       (1,305,208)
     Pro forma                                                 134,551       (1,324,722)

Basic and diluted loss per share
     As reported                                           $      0.01      $     (0.20)
     Pro forma                                             $      0.01      $     (0.21)
</TABLE>

                                      F-23
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                For the years ended December 31, 2000 and 1999

(11) CONTINUED
     ---------

The fair value of options and warrants is estimated on the date of grants
utilizing the Black-Scholes option pricing model with the following weighted
average assumptions for years ended December 31, 2000 and 1999: expected life of
10 years; expected volatility of 90%; risk-free interest rate of 5.25%; and a 0%
dividend yield. The weighted average fair value at the date of grant of the
options and warrants granted during 2000 and 1999 approximated $0.62 and $1.05
per option and warrant, respectively.

Due to the fact that the Company's warrants vest over several years and
additional awards are made each year, the above pro forma numbers are not
indicative of the financial impact had the disclosure provisions of SFAS No. 123
been applicable to all years of previous warrant grants. The above numbers do
not include the effect of warrants granted prior to 1996 that vested in 1999 and
2000.


(12) COMPENSATORY STOCK BENEFIT PLANS
     --------------------------------

In each of the four most current years, the Company's board of directors has
annually approved a stock compensation plan. On March 20, 2001, the Company's
board of directors approved the registration of 1,000,000 shares of common stock
under Form S-8, whereby services are obtained in exchange for issuance of free
trading stock of the Company. Shares may be awarded under this plan until March
20, 2006.

On August 28, 2000, the Company's board of directors approved the registration
of 2,500,000 shares of common stock to be issued pursuant to the Company's 2000
Stock Compensation Plan II and the 1997 Stock Option Plan. Shares may be awarded
under this plan until August 28, 2005.

During the years ended December 31, 2000 and 1999, 1,468,649 and 778,095 shares,
respectively, of common stock under Form S-8 registrations were issued for
directors fees, employee bonuses, compensation, interest, legal and professional
services provided to the Company.

Compensation recognized relating to accrued employee stock grants and warrants
is based on the pro-rata common stock and warrants earned and the market value
of the Company's stock at the time of issuance (fair value method) and amortized
over the applicable period.

                                      F-24
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the years ended December 31, 2000 and 1999

(13) EMPLOYEE BENEFIT PLAN
     ---------------------

On November 1, 2000, the Company adopted the 401(k) Profit Sharing Plan and
Trust (the "Plan") for employees of the Company. The Plan allows employees who
satisfy the age and service requirements to contribute up to 15% of pre-tax
wages, limited to the maximum amount permitted under federal law. The Company
has made no contributions to the Plan.


(14) RELATED PARTY TRANSACTIONS
     --------------------------

During 2000, two directors received compensation of $31,000 in aggregate for
general corporate consulting services. During 1999, one director received
compensation of $58,700 for general corporate consulting services. Pursuant to
the Vision acquisition agreement and prior to resigning from the board of
directors on June 23, 1999, another director received $74,600 for corporate
consulting fees in 1999. After June 23, 1999, this individual received an
additional $40,000 in corporate consulting fees during 1999.

In September 1999, the Company issued $50,000 in principal amount of 10%
short-term promissory notes payable, due March 31, 2000, to two directors and an
individual to finance operations. As additional consideration for these loans,
the individual lenders, including the directors, were awarded total warrants to
purchase 40,000 shares of common stock at an exercise price of $0.625 per share.
In connection with the issuance of the warrants, the Company is recognizing
additional interest expense of $10,938, which is being amortized over the terms
of the loans. Accrued interest payable and warrant amortization to interest
expense related to these loans amounted to $1,667 and $1,944, respectively, as
of December 31, 1999. During the second quarter of 2000, the Company paid
$45,000 of the $50,000 short-term promissory notes payable along with accrued
interest payable of $2,785 in the form of $5,000 cash and 120,000 shares of
Restricted Rule 144 common stock. Accrued interest payable and warrant
amortization to interest expense related to these loans amounted to $958 and
$5,833, respectively, as of December 31, 2000.

During the third quarter of 2000, the Company issued $150,000 of 12% convertible
notes payable, due January 15, 2002, to six officers and directors. Upon the
nine month anniversary of the note, each noteholder may elect to convert all
(but not part) of the note into 83,333 shares of the Company's common stock. The
amount payable to the noteholders in aggregate is $37,500 plus accrued interest
due April 15, 2001, July 15, 2001, October 15, 2001, and January 15, 2002.

                                      F-25
<PAGE>

                            MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the years ended December 31, 2000 and 1999

(15) INCOME TAXES
     ------------
The types of temporary differences between the tax bases of assets and
liabilities and their financial reporting amounts that give rise to the net
deferred tax asset and liability, and their approximate tax effects, are as
follows:

                                                         DECEMBER 31,
                                                    2000               1999
                                                ------------      ------------

Net operating loss carryforwards                $ 2,000,000       $ 8,836,000
Other                                                     -           492,000
                                                ------------      ------------
                                                  2,000,000         9,328,000
                       Valuation allowance       (2,000,000)       (9,328,000)
                                                ------------      ------------

          Total                                 $         -       $         -
                                                ============      ============


At December 31, 2000, the Company had approximately $5,000,000 in net operating
loss carryovers to offset future taxable income. These carryovers will expire in
various years through 2019. As a result of a change in ownership, federal tax
rules impose limitations on the use of net operating losses. The limitations
will reduce the amount of these benefits that will be available to offset future
taxable income each year, starting with the year of an ownership change, for
which the issuance of the preferred stock in the Company's June 1996 public
offering and the acquisition of Vision in 1998 was deemed to be. The dollar
amount of these limitations is indeterminable at this time. In addition, the
Company provides a valuation allowance for deferred tax assets when it is more
likely than not, based on available evidence, that some portion or all of the
deferred tax assets will not be realized. In management's opinion, it cannot
determine if it is more likely than not that the Company will generate
sufficient future taxable income before 2019, the year after which all current
available net operating loss carryforwards expire, to utilize all of the
Company's deferred assets. A valuation allowance has been recognized for the
full amount of the deferred tax asset at December 31, 2000 and 1999.

Income tax expense attributable to income before income taxes differs from the
amount computed by applying the US Federal income tax rate of 34% to income from
operations before income taxes principally as a result of use of net operating
loss carryovers and changes in the valuation allowance.

                                      F-26
<PAGE>

                           MIRACOR DIAGNOSTICS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the years ended December 31, 2000 and 1999

(16) SUMMARIZED QUARTERLY DATA (UNAUDITED)

Following is a summary of the quarterly results of operations for the years
ended December 31, 2000 and 1999 (in 000's except per share data and average
shares outstanding):

<TABLE>
<CAPTION>
                                                                   Quarter ended
                                      -----------------------------------------------------------------------  ----------------
                                           March              June            September        December
2000                                        31                 30                30                31                  Total
<S>                                    <C>                <C>                <C>                <C>                <C>
Net revenue                            $      1,746       $      2,128       $      2,329       $      2,523       $      8,726
Income (loss) from
   Operations                                   105                168                276                380                929
Net income (loss)                               (45)                58                 75                 88                176
Basic earnings (loss) per share                (.01)               .01                .01                .01                .01
Diluted earnings (loss) per share              (.01)               .01                .01                .01                .01
Weighted average shares
   Outstanding                            8,034,824         10,984,573         12,835,603         13,636,535         11,993,979


1999

Net revenue                            $        804       $        853       $        986       $      1,361       $      4,004
Income (loss) from
   Operations                                  (365)              (359)              (193)               (55)              (972)
Net income (loss)                              (417)              (483)              (324)               (81)            (1,305)
Basic earnings (loss) per share                (.09)              (.08)              (.05)              (.01)              (.20)
Diluted earnings (loss) per share              (.09)              (.08)              (.05)              (.01)              (.20)
Weighted average shares
   Outstanding                            4,782,417          5,759,180          6,916,929          7,475,876          6,395,241

</TABLE>

(17) Recent Accounting Pronouncements
     --------------------------------

In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. ("SAB 101"), "Revenue Recognition in Financial
Statements". SAB 101 summarizes the SEC's views in applying generally accepted
accounting principles to revenue recognition in financial statements. The
Company adopted SAB 101 in the fourth quarter of fiscal 2000. The adoption of
SAB 101 did not have a material effect on the Company's operations or financial
position.

In April 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation, an interpretation of APB Opinion No. 25." Among other issues, that
interpretation clarifies the definition of employees for purposes of applying
Opinion No. 25, the criteria for determining whether a plan qualifies as a
non-compensatory plan, the accounting consequence of various modifications to
the terms of a previously fixed stock option or award and the accounting for an
exchange of stock compensation awards in a business combination. This
interpretation is effective July 1, 2000, but certain conclusions in the
interpretation cover specific events that occur after either December 15, 1998
or January 12, 2000. To the extent that this interpretation covers events
occurring during the period after December 15, 1998, or January 12, 2000, but
before the effective date of July 1, 2000, the effect of applying this
interpretation is recognized on a prospective basis from July 1, 2000. The
implementation of this interpretation does not have a material impact on the
Company's financial statements.

SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" is
required to be adopted in years beginning after June 15, 2000. The Company does
not hold derivative instruments or engage in hedging activities. The Company
implemented Statement 133 beginning in the first quarter of its fiscal year
ending December 31, 2001, with no effect on its financial position, results of
operations or cash flows.

                                       F-27