##### Table of Contents



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



---



Amendment No. 1 to Form 10-Q
On Form 10-Q/A

(Mark One)



|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|--- |  | ---------------------------------------------------------------------------------------

For the Quarterly Period Ended March 31, 2001
or



|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|----- |  | ----------------------------------------------------------------------------------------

For the transition period from  to 
Commission file number 0-28328
UROCOR, INC.
(Exact name of registrant as specified in its charter)

|                                                                                                                   |  |                                                              
|------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------
|Delaware
(State of incorporation)
840 Research Parkway, Oklahoma City, OK
(Address of principal executive offices) |  | 75-2117882
(IRS Employer Identification No.)
73104
(zip code)

(405) 290-4000
(Registrants telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant:   (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

Yes X                      No

The number of shares of issuers Common Stock, $.01 par value, outstanding on
September 28, 2001 was 10,029,218 shares.





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TABLE OF CONTENTS



|                             |                                                                                               |                                                                |  |  |  |  |  | 
|---------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------- |  |  |  |  |  | 
|PART IFINANCIAL INFORMATION
|                             | Item 1. Financial Statements                                                                 
|                             |                                                                                               | CONSOLIDATED BALANCE SHEETS                                   
|                             |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS                         
|                             |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS                         
|                             |                                                                                               | NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|                             | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|SIGNATURES                  



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##### Table of Contents






PART IFINANCIAL INFORMATION




Item 1. Financial Statements




UROCOR, INC.
CONSOLIDATED BALANCE SHEETS

|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      |             |            |             |            |             |              |  |  | 
|--------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------ | ----------- | ---------- | ----------- | ---------- | ----------- | ------------ |  |  | 
|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      |             |            | March 31,   |            |             | December 31, | 
|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      |             |            | 2001        |            |             | 2000         | 
|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      |             |            |             |            |             |              | 
|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      |             |            | (Unaudited) |            |             |              |  | 
|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      | ASSETS      |            |             |            |             |              |  |  | 
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|CURRENT ASSETS:                                                                                           |                                                                                                                                                                                                     |                                            |                                      |             |            |             |            |            
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Cash and cash equivalents                                                                                                                                                                           |                                            | $                                    | 16,531,251  |            |             | $          | 11,006,568  |             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Short-term marketable investments                                                                                                                                                                   |                                            |                                      | 2,074,075   |            |             |            | 488,587     |             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Accounts receivable, net of allowance for doubtful
accounts of $4,579,991 at March 31, 2001 and $4,130,275
at December 31, 2000                                                                     |                                            |                                      | 13,415,803  |            |             |            | 12,476,454  |             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Prepaid expenses                                                                                                                                                                                    |                                            |                                      | 866,176     |            |             |            | 565,167     |             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Laboratory supplies, at average cost                                                                                                                                                                |                                            |                                      | 451,502     |            |             |            | 473,205     |             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Inventory                                                                                                                                                                                           |                                            |                                      | 316,219     |            |             |            | 309,308     |             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Deferred tax asset, net                                                                                                                                                                             |                                            |                                      | 1,082,092   |            |             |            | 2,286,619   |             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Other current assets                                                                                                                                                                                |                                            |                                      | 367,381     |            |             |            | 760,726     |             
|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      |             |            |            
|                                                                                                          |                                                                                                                                                                                                     | Total current assets                       |                                      |             | 35,104,499 |             |            |             | 28,366,634   | 
|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      |             |            |            
|LONG-TERM MARKETABLE INVESTMENTS                                                                          |                                                                                                                                                                                                     |                                            | 513,412                              |             |            |             | 996,261    |            
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|PROPERTY AND EQUIPMENT, net                                                                               |                                                                                                                                                                                                     |                                            | 9,935,456                            |             |            |             | 10,037,696 |            
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|NON-CURRENT DEFERRED TAX ASSET, net                                                                       |                                                                                                                                                                                                     |                                            | 3,001,097                            |             |            |             | 4,371,456  |            
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|GOODWILL, net of accumulated amortization of $204,802 at
March 31, 2001 and $155,224 at December 31, 2000 |                                                                                                                                                                                                     |                                            | 3,804,521                            |             |            |             | 3,859,336  |            
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|INTANGIBLE AND OTHER ASSETS, net                                                                          |                                                                                                                                                                                                     |                                            | 2,011,252                            |             |            |             | 3,697,979  |            
|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      |             |            |            
|                                                                                                          |                                                                                                                                                                                                     | Total assets                               |                                      | $           | 54,370,237 |             |            | $           | 51,329,362   | 
|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      |             |            |            
|                                                                                                          |                                                                                                                                                                                                     |                                            | LIABILITIES AND STOCKHOLDERS EQUITY |             |            |             |            |             |              |  | 
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|CURRENT LIABILITIES:                                                                                      |                                                                                                                                                                                                     |                                            |                                      |             |            |             |            |            
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Accounts payable                                                                                                                                                                                    |                                            | $                                    | 2,045,520   |            |             | $          | 3,257,018   |             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Accrued compensation                                                                                                                                                                                |                                            |                                      | 1,944,819   |            |             |            | 856,648     |             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Current installments of obligations under capital
leases                                                                                                                                            |                                            |                                      | 398,079     |            |             |            | 249,679     |             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Accrued Special Charges                                                                                                                                                                             |                                            |                                      | 9,365,126   |            |             |            | 9,892,432   |             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Other accrued liabilities                                                                                                                                                                           |                                            |                                      | 217,814     |            |             |            | 728,516     |             
|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      |             |            |            
|                                                                                                          |                                                                                                                                                                                                     | Total current liabilities                  |                                      |             | 13,971,358 |             |            |             | 14,984,293   | 
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|DEFERRED COMPENSATION                                                                                     |                                                                                                                                                                                                     |                                            | 537,961                              |             |            |             | 469,855    |            
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|OBLIGATIONS UNDER CAPITAL LEASES, net of current
installments                                             |                                                                                                                                                                                                     |                                            | 592,614                              |             |            |             | 594,280    |            
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|LONG-TERM DEBT                                                                                            |                                                                                                                                                                                                     |                                            |                                     |             |            |             | 175,000    |            
|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      |             |            |            
|                                                                                                          |                                                                                                                                                                                                     | Total liabilities                          |                                      |             | 15,101,933 |             |            |             | 16,223,428   | 
|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      |             |            |            
|STOCKHOLDERS EQUITY:                                                                                     |                                                                                                                                                                                                     |                                            |                                      |             |            |             |            |            
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Preferred stock, $.01 par value, authorized 6,000,000
shares at March 31, 2001 and at December 31, 2000; no
shares issued and outstanding at March 31, 2001 or at
December 31, 2000                 |                                            |                                      |            |            |             |            |            |             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Common stock, $.01 par value, authorized 20,000,000 shares
at March 31, 2001 and at December 31, 2000; 11,058,967
shares issued at March 31, 2001 and 11,030,131 shares
issued at December 31, 2000 |                                            |                                      | 110,590     |            |             |            | 110,301     |             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Additional paid-in capital                                                                                                                                                                          |                                            |                                      | 59,654,457  |            |             |            | 59,536,736  |             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Common stock held in treasury at cost, 1,194,604 shares at
March 31, 2001 and at December 31, 2000                                                                                                  |                                            |                                      | (5,397,308  | )          |             |            | (5,397,308  | )           
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                          | Accumulated deficit                                                                                                                                                                                 |                                            |                                      | (15,099,435 | )          |             |            | (19,143,795 | )           
|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      |             |            |            
|                                                                                                          |                                                                                                                                                                                                     | Total stockholders equity                 |                                      |             | 39,268,304 |             |            |             | 35,105,934   | 
|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      |             |            |            
|                                                                                                          |                                                                                                                                                                                                     | Total liabilities and stockholders equity |                                      | $           | 54,370,237 |             |            | $           | 51,329,362   | 
|                                                                                                          |                                                                                                                                                                                                     |                                            |                                      |             |            |            

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

2



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##### Table of Contents






UROCOR, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

|                           |                                                                                     |                          |            |                    |            |   |            |           |            | 
|-------------------------- | ----------------------------------------------------------------------------------- | ------------------------ | ---------- | ------------------ | ---------- | - | ---------- | --------- | ---------- | 
|                           |                                                                                     |                          |            | Three Months Ended |           
|                           |                                                                                     |                          |            | March 31,          |           
|                           |                                                                                     |                          |            |                    |           
|                           |                                                                                     |                          |            | 2001               |            |   | 2000       |          
|                           |                                                                                     |                          |            |                    |            |   |            |          
|REVENUE                    |                                                                                     | $                        | 15,470,421 |                    |            | $ | 12,040,557 |          
|                          
|                          
|                          
|                          
|OPERATING EXPENSES:        |                                                                                     |                          |            |                    |            |   |            |          
|                          
|                          
|                          
|                          
|                           | Direct cost of services and products                                                |                          |            | 5,228,361          |            |   |            | 4,376,323 |           
|                          
|                          
|                          
|                          
|                           | Selling, general and administrative expenses                                        |                          |            | 6,553,677          |            |   |            | 5,722,623 |           
|                          
|                          
|                          
|                          
|                           | Provision for bad debts                                                             |                          |            | 1,531,205          |            |   |            | 1,033,629 |           
|                          
|                          
|                          
|                          
|                           | Research and development                                                            |                          |            | 327,343            |            |   |            | 398,715   |           
|                           |                                                                                     |                          |            |                    |            |  
|                           |                                                                                     | Total operating expenses |            |                    | 13,640,586 |   |            |           | 11,531,290 | 
|                           |                                                                                     |                          |            |                    |            |  
|OPERATING INCOME           |                                                                                     |                          | 1,829,835  |                    |            |   | 509,267    |          
|                          
|                          
|                          
|                          
|OTHER INCOME (EXPENSE):    |                                                                                     |                          |            |                    |            |   |            |          
|                          
|                          
|                          
|                          
|                           | Gain on termination of therapeutic agreement                                        |                          |            | 4,597,011          |            |   |            |          |           
|                          
|                          
|                          
|                          
|                           | Interest, net                                                                       |                          |            | 221,505            |            |   |            | 171,529   |           
|                          
|                          
|                          
|                          
|                           | Other                                                                               |                          |            | (29,105            | )          |   |            | (24,183   | )         
|                           |                                                                                     |                          |            |                    |            |  
|                           |                                                                                     | Total other income, net  |            |                    | 4,789,411  |   |            |           | 147,346    | 
|                           |                                                                                     |                          |            |                    |            |  
|Income before income taxes |                                                                                     |                          | 6,619,246  |                    |            |   | 656,613    |          
|                          
|                          
|                          
|                          
|Income tax provision       |                                                                                     |                          | 2,574,886  |                    |            |   | 249,520    |          
|                           |                                                                                     |                          |            |                    |            |  
|NET INCOME                 |                                                                                     | $                        | 4,044,360  |                    |            | $ | 407,093    |          
|                           |                                                                                     |                          |            |                    |            |  
|NET INCOME PER SHARE:      |                                                                                     |                          |            |                    |            |   |            |          
|                          
|                          
|                          
|                          
|Basic:                     |                                                                                     |                          |            |                    |            |   |            |          
|                          
|                          
|                          
|                          
|                           | Net Income Per Common Share                                                         |                          | $          | .41                |            |   | $          | .04       |           
|                           |                                                                                     |                          |            |                    |            |  
|                           | Weighted Average Common and Common Equivalent Shares
Outstanding                    |                          |            | 9,834,204          |            |   |            | 9,367,268 |           
|                           |                                                                                     |                          |            |                    |            |  
|Diluted:                   |                                                                                     |                          |            |                    |            |   |            |          
|                          
|                          
|                          
|                          
|                           | Net Income Per Common ShareAssuming Dilution                                       |                          | $          | .38                |            |   | $          | .04       |           
|                           |                                                                                     |                          |            |                    |            |  
|                           | Weighted Average Common and Common Equivalent Shares
Outstanding Assuming Dilution |                          |            | 10,524,025         |            |   |            | 9,662,141 |           
|                           |                                                                                     |                          |            |                    |            |  

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

3



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##### Table of Contents






UROCOR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                                      |                                                                                   |                                              |                                                     |            |                    |           |           |            |          |           |  
|--------------------------------------------------------------------- | --------------------------------------------------------------------------------- | -------------------------------------------- | --------------------------------------------------- | ---------- | ------------------ | --------- | --------- | ---------- | -------- | --------- | -
|                                                                      |                                                                                   |                                              |                                                     |            | Three Months Ended |          
|                                                                      |                                                                                   |                                              |                                                     |            | March 31,          |          
|                                                                      |                                                                                   |                                              |                                                     |            |                    |          
|                                                                      |                                                                                   |                                              |                                                     |            | 2001               |           |           | 2000       |         
|                                                                      |                                                                                   |                                              |                                                     |            |                    |           |           |            |         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                 |                                                                                   |                                              |                                                     |            |                    |           |           |           
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Net income                                                                        |                                              | $                                                   | 4,044,360  |                    |           | $         | 407,093    |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Adjustments to reconcile net income to net cash provided
by operating activities: |                                              |                                                     |            |                    |           |           |            |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | Depreciation and amortization                |                                                     |            | 722,722            |           |           |            | 704,040  |          
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | Deferred income tax provision                |                                                     |            | 2,574,886          |           |           |            | 249,520  |          
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | Deferred compensation expense                |                                                     |            | 68,106             |           |           |            | 91,667   |          
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | Stock option compensation expense            |                                                     |            |                   |           |           |            | 2,063    |          
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | Loss on disposition of equipment             |                                                     |            | 13,993             |           |           |            | 24,183   |          
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | Loss on asset write downs                    |                                                     |            | 24,999             |           |           |            |         |          
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | Gain on termination of therapeutic agreement |                                                     |            | (4,597,011         | )         |           |            |         |          
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | Equity in net income of subsidiary           |                                                     |            | (9,889             | )         |           |            |         |          
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Changes in assets and liabilities:                                                |                                              |                                                     |            |                    |           |           |            |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | (Increase) decrease in accounts receivable   |                                                     |            | (939,349           | )         |           |            | 839,890  |          
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | Increase in prepaid expense                  |                                                     |            | (301,009           | )         |           |            | (125,336 | )        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | Decrease in laboratory supplies              |                                                     |            | 21,703             |           |           |            | 137,595  |          
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | Increase in inventory                        |                                                     |            | (6,911             | )         |           |            | (3,612   | )        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | Decrease (increase) in other current assets  |                                                     |            | 393,345            |           |           |            | (722,737 | )        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | Decrease in accounts payable                 |                                                     |            | (1,211,498         | )         |           |            | (604,890 | )        
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | Increase in accrued compensation             |                                                     |            | 1,088,171          |           |           |            | 304,503  |          
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      |                                                                                   | (Decrease) increase in accrued liabilities   |                                                     |            | (1,038,008         | )         |           |            | 50,630   |          
|                                                                      |                                                                                   |                                              |                                                     |            |                    |          
|                                                                      |                                                                                   |                                              | Net cash provided by operating activities           |            |                    | 848,610   |           |            |          | 1,354,609 |  
|                                                                      |                                                                                   |                                              |                                                     |            |                    |          
|CASH FLOWS FROM INVESTING ACTIVITIES:                                 |                                                                                   |                                              |                                                     |            |                    |           |           |           
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Purchases of short-term marketable investments                                    |                                              |                                                     | (1,585,488 | )                  |           |           | (2,264,489 | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Maturities of long-term marketable investments                                    |                                              |                                                     | 482,849    |                    |           |           | 2,687,292  |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Capital expenditures                                                              |                                              |                                                     | (556,320   | )                  |           |           | (794,340   | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Proceeds from termination of therapeutic agreement                                |                                              |                                                     | 7,000,000  |                    |           |           |           |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Intangibles and other assets                                                      |                                              |                                                     | (754,712   | )                  |           |           | 253,359    |         
|                                                                      |                                                                                   |                                              |                                                     |            |                    |          
|                                                                      |                                                                                   |                                              | Net cash provided by (used in) investing activities |            |                    | 4,586,329 |           |            |          | (118,178  | )
|                                                                      |                                                                                   |                                              |                                                     |            |                    |          
|CASH FLOWS FROM FINANCING ACTIVITIES:                                 |                                                                                   |                                              |                                                     |            |                    |           |           |           
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Proceeds from exercise of stock options                                           |                                              |                                                     | 118,010    |                    |           |           | 266,688    |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Proceeds from exercise of warrants                                                |                                              |                                                     |           |                    |           |           | 27,000     |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Payment of long term debt                                                         |                                              |                                                     | (175,000   | )                  |           |           |           |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Proceeds from fixed asset sale/leaseback                                          |                                              |                                                     | 236,253    |                    |           |           |           |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Principal payments under capital lease obligations                                |                                              |                                                     | (89,519    | )                  |           |           | (8,454     | )       
|                                                                      |                                                                                   |                                              |                                                     |            |                    |          
|                                                                      |                                                                                   |                                              | Net cash provided by financing activities           |            |                    | 89,744    |           |            |          | 285,234   |  
|                                                                      |                                                                                   |                                              |                                                     |            |                    |          
|Net increase in cash and cash equivalents                             |                                                                                   |                                              | 5,524,683                                           |            |                    |           | 1,521,665 |           
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|CASH AND CASH EQUIVALENTS, beginning of year                          |                                                                                   |                                              | 11,006,568                                          |            |                    |           | 5,259,218 |           
|                                                                      |                                                                                   |                                              |                                                     |            |                    |          
|CASH AND CASH EQUIVALENTS, end of period                              |                                                                                   | $                                            | 16,531,251                                          |            |                    | $         | 6,780,883 |           
|                                                                      |                                                                                   |                                              |                                                     |            |                    |          
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                     |                                                                                   |                                              |                                                     |            |                    |           |           |           
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Cash paid for interest                                                            |                                              | $                                                   | 20,491     |                    |           | $         |           |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: |                                                                                   |                                              |                                                     |            |                    |           |           |           
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Obligations under therapeutic product distribution agreement                      |                                              | $                                                   |           |                    |           | $         | 1,750,000  |         

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

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UROCOR, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2001

NOTE 1BASIS OF PRESENTATION:

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring items) considered necessary for a
fair presentation have been included. These interim financial statements should
be read in conjunction with the financial statements and notes included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2000 filed
with the Securities and Exchange Commission on April 2, 2001.

The consolidated financial statements include the accounts of all
majority-owned subsidiaries. All significant intercompany transactions have
been eliminated. Operating results for the three-month period ended March 31,
2001 are not necessarily indicative of the results that may be expected for the
full year ending December 31, 2001.

NOTE 2INVESTMENTS:

Pursuant to the Companys investment policy, idle and excess funds are
invested in high grade, fixed income securities generally for no more than two
years. These securities are considered available-for-sale as of March 31, 2001
and December 31, 2000. The Company considers any net unrealized gain or loss on
these investments to be temporary, and reflects such gains or losses as a
component of stockholders equity. As of March 31, 2001 and December 31, 2000,
there was not a material net unrealized gain or loss on these investments.

NOTE 3COMMITMENTS AND CONTINGENCIES:

In February 2001, the Company reached a tentative settlement with the
United States Department of Justice (the DOJ) to settle matters covered by
the DOJ investigation pursuant to which UroCor would refund the various
programs a total of $8.5 million by paying $6.0 million at the consummation of
the settlement and the remaining balance of $2.5 million pursuant to a
promissory note payable in equal annual installments over three years bearing
interest at a rate of 7% per annum. In March 2001, the Company and the DOJ
amended this term of the tentative settlement to provide that the Company would
refund the various programs a total of $9.0 million, all payable at the closing
of the final settlement agreement. Pursuant to the current other principal
terms of the tentative agreement, the proposed settlement would cover Company
liabilities to the federal government and state insurance programs with respect
to the matters under investigation through December 31, 2000, would settle
matters covered by the investigation without any admission by the Company of
any wrongdoing in connection with such matters and would require UroCor to
operate under a corporate integrity agreement for a period of time to be
determined as part of the final settlement agreement. Determination of the
final terms and consummation of the tentative settlement are subject to certain
judicial and governmental approvals and the negotiation and approval of the
specific provisions of the final settlement agreement and the contemplated
corporate integrity agreement.

In the event the Company and the DOJ were unable to consummate the
proposed settlement, no assurances may be given regarding the resolution of the
DOJ investigation, and the Company is unable to predict its impact, if any, on
the Company. If the DOJ or, if applicable, any other plaintiff were to pursue
and prevail on matters that may arise from this investigation, any judgment
resulting from such litigation or any administrative penalties, including,
without limitation, significant recoupment of funds or civil or criminal
penalty or exclusion from federal and state health care programs potentially
resulting from such proceedings could have a material adverse effect on the
financial condition and results of operations of the Company.

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NOTE 4STOCK REPURCHASE PROGRAM:

On April 20, 1999, the Companys Board of Directors authorized the
repurchase by the Company of up to $10 million of UroCor common stock.
Management expects that the repurchase program will be conducted from time to
time on the open market or in privately negotiated transactions, depending upon
market conditions, securities regulations and other factors. As of March 31,
2001, the Company had repurchased approximately $7.6 million (or approximately
1.7 million shares) of common stock and reissued 477,700 treasury shares for
the acquisition of Mills Biopharmaceuticals, Inc. There were no stock
repurchases during the first quarter of 2001.

NOTE 5SEGMENT REPORTING:

Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures
about Segments of an Enterprise and Related Information, requires selected
information about reportable segments in interim financial reports that is
consistent with that made available to management to assess financial
performance. The Company operates in two reportable segments1) diagnostic
services and 2) therapeutic products. The diagnostic services segment provides
testing services to urologists for diagnosing, selecting appropriate therapies
and managing patients with urologic diseases. The therapeutic products segment
currently offers ProstaSeed® for early stage prostate cancer and offered
PACIS BCG® for bladder cancer until February 2001, when an agreement was
reached with the manufacturer of PACIS BCG to terminate the related
distribution agreement. The Companys management evaluates performance based on
several factors. However, the primary measurement focus is Gross Profit
(revenue less direct costs) and Operating Income, excluding special charges
and any other unusual items. The accounting policies of the segments are the
same as those described in the summary of significant accounting policies
contained in the Companys Annual Report on Form 10-K filed with the Securities
and Exchange Commission for the year ended December 31, 2000. Corporate
expenses include overhead expenses not allocated to specific business segments,
including administrative expenses and information services expenses. The
expenses that are allocated to business segments after the gross profit
calculation to result in the operating income figures include sales and
marketing expenses, certain administrative expenses directly attributable to
the segments and bad debt expense. Asset information by segment is not
reported, because the Company does not yet produce such information internally.
The following table presents information about the Companys segments for the
three months ended March 31, 2001 and 2000:

|                             |  |            |            |  |             |   |          |       |  |   |            | 
|---------------------------- |  | ---------- | ---------- |  | ----------- | - | -------- | ----- |  | - | ---------- | 
|                             |  | Diagnostic |            |  | Therapeutic |   |          |       |  |  
|Three months ended March 31: |  | Services   |            |  | Products    |   |          | Total | 
|                             |  |            |            |  |             |   |          |       | 
|2001:                        |  |            |            |  |             |   |          |       |  |   |            | 
|                            
|                            
|                            
|                            
|Revenue                      |  | $          | 14,910,895 |  |             | $ | 559,526  |       |  | $ | 15,470,421 | 
|                            
|                            
|                            
|                            
|Gross Profit                 |  | $          | 10,404,191 |  |             | $ | (162,131 | )     |  | $ | 10,242,060 | 
|                            
|                            
|                            
|                            
|Operating Income (Loss)      |  | $          | 5,281,875  |  |             | $ | (742,526 | )     |  | $ | 4,539,349  | 
|                            
|                            
|                            
|                            
|2000:                        |  |            |            |  |             |   |          |       |  |   |            | 
|                            
|                            
|                            
|                            
|Revenue                      |  | $          | 11,985,320 |  |             | $ | 55,237   |       |  | $ | 12,040,557 | 
|                            
|                            
|                            
|                            
|Gross Profit                 |  | $          | 7,648,035  |  |             | $ | 16,215   |       |  | $ | 7,664,250  | 
|                            
|                            
|                            
|                            
|Operating Income (Loss)      |  | $          | 3,250,093  |  |             | $ | (615,146 | )     |  | $ | 2,634,947  | 

Reconciliation of operating income above to corresponding totals in the
accompanying financial statements:

|                              |  |      |           |  |      |   |           | 
|----------------------------- |  | ---- | --------- |  | ---- | - | --------- | 
|                              |  | 2001 |           |  | 2000 |  
|                              |  |      |           |  |      |  
|Total for reportable segments |  | $    | 4,539,349 |  |      | $ | 2,634,947 | 
|                             
|                             
|                             
|                             
|Less: Corporate expenses      |  |      | 2,709,514 |  |      |   | 2,125,680 | 
|                              |  |      |           |  |      |  
|Operating income              |  | $    | 1,829,835 |  |      | $ | 509,267   | 
|                              |  |      |           |  |      |  

NOTE 6GAIN ON TERMINATION OF THERAPEUTIC AGREEMENT:

In February 2001, ongoing manufacturing supply issues led UroCor and
BioChem Pharma, Inc. (BioChem) to agree on a settlement to end their
distribution agreement for PACIS BCG that had been executed in 1994. Under the
terms of the settlement, UroCor received $7 million from BioChem, which
resulted in a pretax gain of $4,597,011.

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NOTE 7BASIC EARNINGS PER SHARE AND DILUTED EARNINGS PER SHARE:

Basic earnings per share of common stock has been computed on the basis of
the weighted average number of shares outstanding during each period. The
diluted net income per share of common stock includes the dilutive effect of
the outstanding stock options and warrants.

The following table summarizes the calculation of basic earnings per share
(EPS) and the diluted EPS components:

|                               |                          |   |                                   |  |  |                                   |            |         |     |   |     |             |        |   |               |        |  |     |           |         |  |   |     |  | 
|------------------------------ | ------------------------ | - | --------------------------------- |  |  | --------------------------------- | ---------- | ------- | --- | - | --- | ----------- | ------ | - | ------------- | ------ |  | --- | --------- | ------- |  | - | --- |  | 
|                               |                          |   | Three months ended March 31, 2001 |  |  | Three months ended March 31, 2000 |           
|                               |                          |   |                                   |  |  |                                   |           
|                               |                          |   | Income                            |  |  | Shares                            |            |         |     |   |     |             | Income |   |               | Shares |  |     |           |         | 
|                               |                          |   | (Numerator)                       |  |  | (Denominator)                     |            |         | EPS |   |     | (Numerator) |        |   | (Denominator) |        |  | EPS |          
|                               |                          |   |                                   |  |  |                                   |            |         |     |   |     |             |        |   |               |        |  |     |          
|Net income/shares              |                          | $ | 4,044,360                         |  |  |                                   | 9,834,204  |         |     |   |     |             |        | $ | 407,093       |        |  |     | 9,367,268 |         |  |   |     | 
|                              
|                              
|                              
|                              
|Basic EPS                      |                          |   |                                   |  |  |                                   |            |         |     | $ | .41 |             |        |   |               |        |  |     |           |         |  | $ | .04 | 
|                              
|                              
|                              
|                              
|Effect of Dilutive Securities: |                          |   |                                   |  |  |                                   |            |         |     |   |     |             |        |   |               |        |  |     |           |         |  |   |     | 
|                              
|                              
|                              
|                              
|                               | (Stock options/warrants) |   |                                   |  |  |                                   |            | 689,821 |     |   |     |             |        |   |               |        |  |     |           | 294,873 |  |   |     |  | 
|                              
|                              
|                              
|                              
|Adjusted net income/shares     |                          | $ | 4,044,360                         |  |  |                                   | 10,524,025 |         |     |   |     |             |        | $ | 407,093       |        |  |     | 9,662,141 |         |  |   |     | 
|                              
|                              
|                              
|                              
|Diluted EPS                    |                          |   |                                   |  |  |                                   |            |         |     | $ | .38 |             |        |   |               |        |  |     |           |         |  | $ | .04 | 

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of financial condition and results of operations
of UroCor, Inc. (UroCor or the Company) should be read in conjunction with
the Consolidated Financial Statements and Notes thereto included elsewhere in
this Quarterly Report on Form 10-Q. Special Note: Certain statements set forth
below constitute forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. See Special Note Regarding Forward-Looking
Statements and Cautionary Statements included elsewhere in this Report.

Overview

UroCor markets a comprehensive range of integrated products and services
directly to urologists and managed care organizations to assist in detecting,
diagnosing, treating and managing prostate cancer, bladder cancer, kidney
stones and other complex urologic disorders. The Companys primary focus is
helping urologists improve patient care and outcomes while reducing the total
cost of managing these diseases.

During the three months ended March 31, 2001, the Company derived
approximately 96% of its revenue from diagnostic products and services that
UroCor Labs provides to the urology market to assist in the diagnosis,
prognosis and management of prostate cancer, bladder cancer and kidney stones
disease. The Company recognizes revenue when products are sold or services are
rendered. The Company typically bills various third-party payors for its
products and services, such as private insurance, managed care plans and
governmental programs (e.g., Medicare), as well as individual patients and
physicians. During the three months ended March 31, 2001, approximately 46%,
42%, 8% and 4% of the Companys diagnostic revenue was attributable to
Medicare, private insurance and managed care, individual patients, and
physicians and hospitals, respectively.

During the three months ended March 31, 2001, the Company derived
approximately 4% of its revenue from the sales of its therapeutic product,
ProstaSeed. ProstaSeed is a UroCor-branded line of radiation implants (also
referred to as seeds) used in brachytherapy for early stage prostate cancer
that received regulatory approval for marketing in January 2000.

Results of Operations

Revenue.Revenue for the three months ended March 31, 2001 increased
28.5% to approximately $15.5 million compared to $12.0 million for the three
months ended March 31, 2000.

Diagnostic services revenue increased 24.5% for the three-month period
resulting primarily from the Companys price increase effective August 14,
2000, slightly offset by an overall decline in reimbursement rates from
Medicare effective January 1, 2001. The Companys price increase and the
overall decrease in Medicare reimbursement resulted in an increase of
approximately $1.6 million in revenue for the three months ended March 31, 2001
compared to the same period in 2000. Case volume for the three months ended
March 31, 2001 compared to the three months ended March 31, 2000 decreased
9.2%, however, the majority of the decrease was in the Companys lower priced
products, therefore, the shift in product mix more than offset the decrease in
volume. Diagnostic volumes have declined primarily as the result of the
revision of pricing on contractual programs during the first quarter of 2000
that resulted in the loss of some clients and decreased product usage from
other clients. The Companys client base for the first quarter of 2001 was
approximately 2,500 urologists of which approximately 45% used two or more
products compared to approximately 2,575 urologists and approximately 46% using
more than one product for the first quarter of 2000.

Therapeutic products revenue increased from approximately $55,000 during
the three months ended March 31, 2000 to approximately $560,000 during the
three months ended March 31, 2001. The Companys marketing of ProstaSeed
accounted for substantially all of the therapeutic products revenue in both
periods. Therapeutic products revenue in subsequent periods is contingent upon
the successful manufacturing and marketing of ProstaSeed and the future
acquisition of rights for, and the obtaining of appropriate United States Food
and Drug Administration (the FDA) or other regulatory approvals for, any
other therapeutic products that could be marketed by the Company.

Direct Cost of Services and Products.As a percentage of revenue, direct
expenses decreased to 33.8% for the three months ended March 31, 2001 from
36.3% for the three months ended March 31, 2000. In the aggregate, direct cost
of services and products increased 19.4%, from approximately $4.4 million for
the three months ended March 31, 2000 to approximately $5.2 million for the
three months ended March 31, 2001.

Direct costs for diagnostic services, as a percentage of revenue,
decreased to 29.1% for the three months ended March 31, 2001 from 36.0% for the
three months ended March 31, 2000. The Companys price increases discussed
above in Revenue contributed to these decreased percentages, along with
shifts in volume mix towards the Companys higher margin tests. In the
aggregate, direct costs

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for diagnostic services increased 3.8%, from approximately $4.3 million
for the three months ended March 31, 2000 to approximately $4.5 million for the
three months ended March 31, 2001. These increases are primarily related to
personnel costs for initial data-entry and specimen processing.

Direct costs for therapeutic products for the three months ended March 31,
2001 are principally comprised of the manufacturing and overhead costs related
to ProstaSeed. For the three months ended March 31, 2000, these direct costs
were also related to ProstaSeed, however, before the Company acquired the
manufacturer in April 2000, direct costs were for acquisition of the product.
These direct costs exceeded revenue by 29.0% for the three-month period ended
March 31, 2001 and were 29.6% of revenue for the three-month period ended March
31, 2000. In aggregate, the direct costs for therapeutic products increased to
approximately $722,000 for the three-month period ended March 31, 2001 from
approximately $39,000 for the three-month period ended March 31, 2000.
Attainment of positive gross profit margins for the Companys ongoing
ProstaSeed marketing efforts is contingent upon increasing sales volumes, which
is dependent on the efforts and results of the Companys product distributors.

Selling, General and Administrative Expenses.As a percentage of revenue,
selling, general and administrative expenses decreased to 42.4% for the three
months ended March 31, 2001 from 47.5% for the three months ended March 31,
2000. In the aggregate, selling, general and administrative expenses increased
14.5%, from approximately $5.7 million in the three months ended March 31, 2000
to approximately $6.6 million in the three months ended March 31, 2001. The
increase in selling, general and administrative expenses for the three-month
period was due principally to increased sales and administrative personnel
costs of approximately $760,000 and increased conventions and meetings costs of
approximately $161,000.

Provision for Bad Debts.As a percentage of revenue, provision for bad
debts increased to 9.9% for the three months ended March 31, 2001 from 8.6% for
the three months ended March 31, 2000. In the aggregate, provision for bad
debts increased 48.1%, from approximately $1.0 million in the three months
ended March 31, 2000 to approximately $1.5 million in the three months ended
March 31, 2001. The Company monitors the collection quality of its accounts
receivable through analytical review of aging categories by payor group and
collections performance. The Company provides an amount on a monthly basis for
estimated future bad debts on current period revenues. In addition, from time
to time, there are specific events for which management makes an additional
provision. There have been no such additional provisions made in the three
month periods ended March 31, 2000 or March 31, 2001.

Research and Development Expenses.As a percentage of revenue, research
and development expenses decreased to 2.1% for the three months ended March 31,
2001 from 3.3% for the three months ended March 31, 2000. In the aggregate,
research and development costs decreased 17.9%, from approximately $399,000 in
the three months ended March 31, 2000 to approximately $327,000 in the three
months ended March 31, 2001. The decrease in expenses was due primarily to the
Companys focus on strategic projects that it has determined have the highest
potential of being commercialized, which has resulted in overall lower base
research and development program costs.

Other Income (Expense).Other income, net of interest expense increased
from approximately $147,000 in the three months ended March 31, 2000 to
approximately $4.8 million in the three months ended March 31, 2001. The
increase was due principally to the realized gain of approximately $4.6 million
attributable to the termination in February 2001 of the Companys distribution
agreement with the manufacturer of PACIS BCG, a therapeutic product previously
distributed by the Company.

Income Taxes.Income tax expense recorded in the three months ended March
31, 2001 was approximately $2.6 million resulting in an effective 38.9% federal
and state income tax rate. Income tax expense recorded in the three months
ended March 31, 2000 was approximately $250,000 based upon an effective 38.0%
federal and state income tax rate.

Liquidity and Capital Resources

As of March 31, 2001, cash, cash equivalents and marketable investments
totaled approximately $19.1 million, and the Companys working capital was
approximately $21.1 million. As of March 31, 2001, the components of cash, cash
equivalents and marketable investments were approximately $16.5 million of cash
and cash equivalents and approximately $2.6 million in short-term marketable
investments, consisting principally of high-grade fixed income securities with
maturities of less than one year.

Accounts receivable, net of allowance for doubtful accounts, totaled
approximately $13.4 million at March 31, 2001, an increase of approximately
$940,000 from December 31, 2000, or 7.5%, principally attributable to increased
revenue, offset by the collection of $500,000 from a therapeutic product
manufacturer relating to the termination at December 31, 1999 of a co-promotion
agreement between the Company and the manufacturer.

At March 31, 2001 and December 31, 2000, the Companys average number of
days sales in net diagnostics receivables was approximately 78 and 77,
respectively.

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Virtually all of the Companys diagnostic services are rendered on a
fee-for-service basis. Accordingly, the Company assumes the financial risk
related to collection, including potential inability to collect accounts, long
collection cycles for accounts receivable, difficulties in gathering complete
and accurate billing information and delays attendant to reimbursement by
third-party payors, such as governmental programs such as Medicare, private
insurance plans and managed care organizations.

The Company monitors the collection quality of its accounts receivable
through analytical review of aging categories by payor group and collections
performance. While the Company maintains what it believes to be an adequate
allowance for doubtful accounts, there can be no assurance that the Companys
ongoing assessment of accounts receivable will not result in the need for
additional provision for doubtful accounts. Such additional provision could
have an adverse effect on the Companys financial position and results of
operations.

Operating activities provided net cash of approximately $849,000 for the
three months ended March 31, 2001 compared to net cash provided of
approximately $1.4 million for the three months ended March 31, 2000.

Net cash provided by investing activities was approximately $4.6 million
for the three months ended March 31, 2001 and consisted primarily of capital
expenditures purchases of approximately $556,000, milestone payments to obtain
rights to a therapeutic product of approximately $750,000 and net purchases of
marketable securities of $1.1 million, offset by the proceeds of approximately
$7.0 million from the termination of the PACIS BCG distribution agreement.

Net cash provided by financing activities was approximately $90,000 for
the three months ended March 31, 2001, consisting primarily of approximately
$118,000 from the exercise of stock options by employees and $236,000 of
additional proceeds for financing of fixed assets, offset by payment of debt of
$175,000 and capital lease principal payments of approximately $90,000.

The Companys capital expenditures of approximately $556,000 for the three
months ended March 31, 2001, were primarily for leasehold improvements,
furniture and fixtures, and computer equipment and software. Of the total
amount, approximately $317,000 related to internal software development costs
related primarily to installation and customization of third-party software.
While future capital expenditures will depend upon a number of factors, the
Company expects such expenditures to be comparable to recent levels as the
Company continues to expand to deliver therapeutics and information services
and to enhance current diagnostic services and operational capabilities. The
Company intends to finance the majority of these capital expenditures with
existing cash and investment balances and possibly debt.

In February 2001, the Company and the United States Department of Justice
(the DOJ) reached a tentative settlement that subsequently was amended in
March 2001 of the DOJ investigation into certain matters. Pursuant to the terms
of the current tentative settlement agreement between the Company and the DOJ,
upon the consummation of the final settlement agreement and related matters,
the Company will refund Medicare and various state programs $9.0 million. In
addition to any refund or similar amount, the Company has incurred and expects
to continue to incur certain expenses relating to the investigation, including
without limitation, expenses in connection with the indemnification of legal
and other fees and costs for current and past directors, officers and employees
of the Company. The Company intends to make these payments from existing cash
and investment balances.

In March 2001, the Company entered into a collaborative agreement with a
manufacturer of therapeutic products giving UroCor the exclusive rights to
distribute one of the manufacturers products in the United States. Under the
terms of the agreement, UroCor paid $750,000 during the first quarter of 2001
and will pay up to an additional $2.3 million in milestone payments in
subsequent years during the development and potential product launch of the
product. As milestones are achieved, the Company intends to make the additional
payments from existing cash and investment balances or debt.

The Company intends to pursue the acquisition, licensing or co-promotion
of new therapeutic products and to acquire diagnostic products or possibly
existing business. As such opportunities are identified, the Company intends to
make any related acquisition payments from existing cash and investment
balances or new debt.

In April 1999, the Companys Board of Directors authorized the repurchase
of up to $10 million of the Companys common stock. As of March 31, 2001, the
Company had repurchased approximately $7.6 million (or approximately 1.7
million shares) of its common stock and reissued 477,700 treasury shares for
the acquisition of Mills Biopharmaceuticals, Inc.

The Company believes that its existing capital resources will be
sufficient to provide the funds necessary to maintain its present level of
operations and implement its currently planned growth strategy. There may be
circumstances or new business opportunities, however, that would require
additional resources. In such event, the Company may be required to seek
additional financing, and there is no assurance that the Company would be able
to obtain such financing on a timely basis or on acceptable terms.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



| | By: /s/ Bruce C. Hayden
Bruce C. HaydenSenior Vice-President, Chief
Financial Officer, Treasurer and Secretary
| | --------------------------------------------------------------------------------------------------------------

October 9, 2001

11