U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

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

For the fiscal year ended: December 31, 2001

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

       For the transition period from _______________ to ________________

Commission file no.:0-24921

                         Surgical Safety Products, Inc.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

          New York                                      65-0565144
-------------------------------                     ----------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                              Identification No.)


One Sarasota Tower, Suite 608
2 North Tamiami Trail, Sarasota, Florida                    34236
- ---------------------------------------           ----------------------------
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number (941) 953-9848

Securities registered under Section 12(b) of the Exchange Act:

                                                       Name of each exchange on
      Title of each class                                  which registered

         None
-----------------------------                          -------------------------

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                       -----------------------------------
                                (Title of class)

Copies of Communications sent to:
                                   Mercedes Travis, Esq.
                                   Mintmire & Associates
                                   265 Sunrise Avenue, Suite 204
                                   Palm Beach, FL 33480
                                   Tel: (561) 832-5696 - Fax: (561) 659-5371


<PAGE>



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

                 Yes   X   No
                      ---    ---

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated  by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year. $166,696.

     Of the 45,831,083  shares of issued and outstanding  shares of voting stock
of the registrant  issued and outstanding as of December 31, 2001 (this includes
42,324,083  shares  that appear on the Balance  Sheet and the  3,507,000  shares
which the Company  was  obligated  to issue on December  31, 2001 to a principal
shareholder),  18,841,861  shares  are held by  non-affiliates.  The  Company is
quoted on the OTC under the symbol  "SSPD".  On May 23, 2002,  the closing price
was $o.03.  Accordingly,  the aggregate market value based of the  non-affiliate
shares based upon this closing price as of May 23, 2002 was $56, 526.




<PAGE>



                                TABLE OF CONTENTS



PART I

Item 1.   Description of Business                                             1

Item 2.   Description of Property                                            21

Item 3.   Legal Proceedings                                                  22

Item 4.   Submission of Matters to a Vote of Security Holders                23

PART II

Item 5.   Market for Common Equity and Related Shareholder Matters           23

Item 6.   Management's Discussion and Analysis or Plan of Operation          25

Item 7.   Financial Statements - Commencing on                               33

Item 8.   Changes and Disagreements with Accountants on Accounting
          And Financial Disclosure                                           34

PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act                  34

Item 10.  Executive Compensation                                             39

Item 11.  Security Ownership of Certain Beneficial Owners and                46
          Management

Item 12.  Certain Relationships and Related Transactions                     48

Item 13.  Exhibits and Reports on Form 8K                                    53





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                                     PART I

Item 1. Description of Business.

     (a)  Business Development

     Surgical   Safety   Products,   Inc.  (the   "Company"  or  "Surgical")  is
incorporated  in the State of New York and qualified to do business as a foreign
corporation in the State of Florida.  Surgical Safety Products,  Inc. originally
was  incorporated  under the laws of the State of  Florida on May 15,  1992.  On
November 28, 1994 the Company  merged into Sheffeld Acres Inc., a New York shell
corporation which had approximately 1,100 shareholders,  but had never commenced
operations.  Although Sheffeld Acres, Inc. was technically the surviving entity,
the Company changed its name after the merger to Surgical Safety Products,  Inc.
Articles  of Merger were filed with the State of Florida on October 12, 1994 and
a  Certificate  of Merger  was filed with the State of New York on  February  8,
1995.  The Company  filed to do business as a foreign  corporation  on April 11,
1995 in the State of Florida.  The  Company's  Common Stock is quoted on the OTC
Bulletin  Board under the symbol  "SSPD".  The Company's  executive  offices are
presently  located at One  Sarasota  Tower,  Suite 608, 2 North  Tamiami  Trail,
Sarasota,  Florida  34236,  its  telephone  number  is  (941)  953-9848  and its
facsimile number is (941) 953-6776.

     General

     The Company's overall mission is the research, development,  production and
distribution of innovative  products and services for healthcare.  Consisting of
both traditional products and innovative  business-to-business  e-solutions, the
common goal is a safer and more efficient  environment  for healthcare  workers,
manufacturers  and  patients.  Originally  formed as a medical  device  company,
Surgical  shifted  focus to being an  e-company  when the  Company's  management
recognized  an  untapped  market  niche:  responding  to the  critical  need for
immediate communication and access to information in healthcare.

     The  Company  was  relatively  inactive  during much of 2001 as it sought a
merger partner.  It remained  relatively inactive during the third quarter as it
prepared for the  acquisition  of all of the shares of C5 Health Inc.  ("C5") by
its wholly owned subsidiary,  OIX, Inc.  Agreements were executed  September 15,
2001 to take effect upon the filing of the Articles of Merger with the States of
Delaware  and Florida.  Such filings were made on October 26, 2001.  Pursuant to
the merger, C5 was the surviving corporation.  In exchange for all of the shares
in C5,  the  Company  issued  20,022,889  shares  of stock to C5's  eleven  (11)
shareholders. Post merger the Company had 40,045,778 shares outstanding .

     Since the completion of the C5  transaction,  the Company  reactivated  its
operations  and  currently is providing  its existing  products and services and
those  of C5 to the  medical  industry.  C5  operated  two  divisions;  C5 Media
Enterprises  and C5 Health  commerce.  As  reorganized,  Surgical's  Information
Systems Division will oversee C5's activities and its existing Oasis Information

                                        1

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Exchange  that provides  business-to-business  on-demand  safety and  efficiency
driven e-business and information for healthcare workers.  The Company's Medical
Products  and  Services  Division  will  continue  to develop,  manufacture  and
distribute medical devices, products and services.

     Corporate Developments

     In  December  1999,  the Company  executed a Loan  Agreement  with  Thomson
Kernaghan & Co.,  Ltd.  ("TK"),  as Agent and Lender,  whereby TK agreed to make
loans to the Company of up to $5,000,000 in installments for a period commencing
with the date of the  agreement  and ending on  November  30, 2002 (the "TK Loan
Commitment").  Prior to the cancellation,  the Company could request  additional
draws of no less than  $500,000  provided  its  Common  Stock had  traded  for a
minimum  of $1.00  for 20  consecutive  days and the  stock  has had an  average
trading  volume of 25,000 shares for the same period.  Under the terms of the TK
Loan  Commitment,  each  installment  was  supported by a  convertible  note and
security  agreement  and the Agent and Lender were granted  warrants to purchase
shares of the Company's Common Stock. Further,  2,700,000 shares were held by TK
in escrow  for the  potential  conversion  under the  notes or  exercise  of the
warrants.  As  conversions  were made,  the number of shares  held in escrow was
reduced.  Under the terms of the TK Loan Agreement,  an initial loan of $650,000
was made on December 30, 1999.  On March 31, 2000 the Company  received a second
installment  under the TK  Commitment  in the amount of  $650,000.  On April 28,
2000, TK elected to convert $100,000 of outstanding  principal and $2,630 of the
accrued  interest  into  shares of Common  Stock at a price of $0.5625 per share
which  represented  182,453  shares.  On June 9,  2000,  TK  elected  to convert
$120,000 of outstanding principal and $4,129 of the accrued interest into shares
of Common Stock at a price of $0.375 per share which represented 331,010 shares.
On July 11, 2000,  TK elected to convert  $40,000 of  outstanding  principal and
$1,683.13  of the accrued  interest  into  shares of Common  Stock at a price of
$0.375 per share which  represented  111,155  shares.  On October 24,  2000,  TK
elected to convert $250,000 of outstanding  principal and $16,219 of the accrued
interest  into  shares of  Common  Stock at a price of  $0.375  per share  which
represented  709,918 shares. The Company granted TK registration  rights and was
obligated  to file a Form S-3  within  sixty  (60)  days of the  agreement.  The
Company  filed a  registration  statement on Form S-3 on March 2, 2000  covering
initially  20,038,097 shares of its Common Stock. The issuance of the securities
was  made  pursuant  to  Regulation  S of the Act.  The  Form  S-3  registration
statement  was declared  effective on April 11, 2000.  Since the Company did not
meet financial  projections  which were an integral part of the transaction,  TK
and the Company re-negotiated the arrangement which terminated the TK Commitment
and settled all matters between the parties.

     Pursuant to a loan cancellation and settlement agreement effective February
7, 2001 (the "Cancellation Agreement"),  TK agreed to convert the balance of the
December 1999 debt in the amount of $140,000 plus accrued and unpaid interest in
the amount of $12,395 and to convert $90,000 on the  installment  given on March
31, 2000 under the TK Commitment plus accrued and unpaid interest of $6,175 into
a total  of  662,854  shares  of the  Common  Stock  registered  by the Form S-3
registration,  thereby leaving an outstanding  principal balance dating to March
31, 2000 of $560,000  plus accrued and unpaid  interest  (the "March  Balance").
Interest on the March Balance

                                        2

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shall  continue to accrue at the rate of eight percent (8%) per annum;  however,
all future interest payments,  at the option of the Company, may be made in cash
or by delivery of registered  shares at a conversion price equal per share equal
to the amount of accrued and unpaid  interest as of the  conversion or repayment
date  divided  by the  five  (5) day  average  closing  bid  price  prior to the
conversion or repayment date.  Further,  TK committed,  subject to not exceeding
ownership  of 4.99%,  to  convert as soon as  possible  the March  Balance.  The
Company may continue to repay all or any part of the March  Balance in cash.  TK
agreed to return all shares  held in escrow  and agreed to a  triangular  merger
contemplated by the Company.  Provided such merger occurred before May 15, 2001,
TK agreed not to sell,  directly or indirectly,  more than  twenty-five  percent
(25%) of the Company's  volume in any trading day. Such anticipated  merger,  as
discussed  below,  did not occur before May 15, 2001.  In  consideration  of the
Cancellation Agreement and the accelerated conversion into the Company's shares,
the Company  agreed to issue 682,108  shares of its  restricted  Common Stock in
relation  to the  balance  of the  December  1999 debt which was  converted  and
3,109,487  shares of its  restricted  Common  Stock in relation to the March 31,
2000 installment as bonus shares (the "Bonus Shares") Additionally,  the Company
granted,  for a period of two years, both the Lender and the Agent each warrants
to purchase 380,000 shares of the Company's  restricted  Common Stock at $0.1846
per share (the "Bonus Warrants"). Until fully converted, TK was given the option
to place an independent third party on the Company's Board of Directors.  Of the
20,038,097  shares  registered on Form S-3, only those shares issued pursuant to
the earlier  conversions  and pursuant to the agreement and original  Lender and
Agent  Warrants  would be  registered  with the  balance  deemed  null and void.
Accordingly,  the  registration of 13,255,946  potentially  issuable  registered
shares would be null and void and such shares would not be issued.

     Following  execution  of  the  Cancellation   Agreement,  TK  converted  an
additional  $243,665 of  principal  on the March  Balance and accrued and unpaid
interest  in the  amount  of  $19,601  into  a  total  of  702,043  shares.  The
certificate  for shares held in escrow was  canceled and there are no longer any
escrowed  shares in relation to the  arrangements  between  the  parties.  As of
December 31, 2001, the accrued and unpaid  interest was $25,107.  As of the date
hereof,  the remainder of the convertible debt to TK under the Loan Agreement is
in the amount of $316,335 plus accrued and unpaid interest from March 31, 2000.

     The Company  entered into an agreement with IBM Global  Services  effective
January 3, 2000 which included an IBM Customer Agreement and a Statement of Work
(the "IBM Global  Agreement").  Under the terms of the IBM Global  Agreement IBM
agreed to provide  complete  implementation  and support  service  solutions for
1,200 OASiS terminals in an estimated 400 end user locations during the 12 month
period commencing December 1, 1999. On February 3, 2000, IBM Global Services and
the Company  finalized the Statement of Work.  The services to be provided under
the agreement  included project  planning,  site surveys,  product  acquisition,
network design,  web-site hosting  services,  premises  wiring,  OASiS TouchPort
Implementation,  help desk support and consulting  services.  The estimated cost
for performing the work was approximately $10 million.  In addition,  IBM Global
Services  agreed to bill the Company a monthly  service  charge for pre and post
installation support services, including 24-7 support, and for labor, travel and
out of pocket expenses. The Company was to provide

                                        3

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technical  resources  and oversee the IBM  Global's  activities.  Due to the new
Internet  focus,  the  Company  has  chosen to pursue  for the  delivery  of its
product,  there is no longer any need for the  services  to be  provided by IBM.
Effective  July 14, 2000,  this  contract  was  terminated.  In March 2001,  IBM
brought suit against the Company. This case was settled in the 1st Quarter 2002.
See Item 3. "Legal Proceedings."

     Effective June 7, 2000, the Company's line of credit with  SouthTrust  Bank
in the amount of $100,000 was renewed through August 12, 2000, with an option to
extend the maturity until October 15, 2000 if the Company  pledged a certificate
of deposit in the amount of $25,000.  The interest  rate was prime plus 1.5% and
the line was secured by the Company's equipment,  receivables and inventory. The
line was  guaranteed  personally by Dr. G. Michael Swor, an officer and director
of the  Company.  The line of credit was  renewed on  October  15,  2000 and the
maturity date was December 31, 2000.  The  outstanding  balance at such time was
$100,000.  The Company pledged an additional  $25,000  certificate of deposit to
secure the line. As of December 31, 2000, the outstanding  balance was $100,000.
In the first half of 2001, the Company paid down the line of credit with the two
(2) pledged  certificates of deposit and $5,000 in cash. The Company,  through a
loan from Dr. Swor,  paid off the outstanding  balance plus accrued  interest on
July 27, 2001. There currently is $51,187 due to Dr. Swor for this payment.

     Effective  July 1, 2000,  the Company  entered into an agreement  with AORN
under  which  AORN  will  provide  certain  of  its  proprietary  content  on  a
non-exclusive  license  basis to the  Company.  Under the  agreement,  AORN will
deliver to the Company  certain of its content for which it grants the Company a
non-exclusive  license to market and promote. The Company receives a substantial
credit toward advertising in the AORN Journal and other AORN  publications.  The
Company is required to provide the  software  and hardware to promote and market
the AORN  content.  The Company is required to pay AORN  $117,000 as the license
fee and contact  hours fee for the first year of the  agreement.  The Company is
required to pay one-half of the license fee by December 15, 2000.  To date,  the
Company has made  payments  related to the license fee in the amount of $25,000.
AORN will reimburse the Company for certain conversion costs and to pay the cost
of web enabling  Home Study  Courses  sponsored by AORN.  The agreement is for a
term of three  (3)  years and it may be  terminated  by either  party on 180 day
notice. If terminated  without cause, the Company is entitled to a refund of any
unused  license  and user  fees.  AORN  retains  ownership  of its  intellectual
property  while the Company  retains  the  ownership  of its OASiS  intellectual
property.  As of December 31, 2000, the Company still owes AORN $33,000  related
to the first  payment of  $58,500  that was paid as of  December  15,  2000.  In
January  2001,  AORN gave the  Company  notice  of  termination.  The  agreement
required  180 days  notice and  provided  for refund.  Since the C5 merger,  the
Company anticipates  completing  negotiations on a new arrangement that is based
upon shared revenue.

     In February 2001, the Company executed a Term Sheet with Emagisoft  whereby
Emagisoft  would merge into OIX,  Inc..  The  shareholders  of Emagisoft were to
exchange  their  shares for shares in Surgical on a 1 for 1 basis.  In addition,
Emagisoft's  Preferred  Shares  were  to  exchange  their  preferred  shares  in
Surgical's  Preferred Shares on a 1 for 1 basis. The reverse  triangular  merger
was

                                        4

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expected to be completed  some time in May 2001;  however,  due to a shortage of
funds on the part of both Emagisoft and Surgical the merger was not completed.

     On March 16,  2001,  the Company  entered a staff  leasing  agreement  with
Selective HR Solutions ("Selective HR") as a replacement for comparable services
previously  provided  by EPIX.  Like  the EPIX  arrangement,  the  Selective  HR
arrangement  creates a co-employment  relationship  between Selective HR and the
Company relative to the employees who work at the Company.  From the time of the
merger with C5 until  January 22,  2002,  the Company  utilized  the services of
Gevity HR as its employee leasing provider. In January 2002, the Company engaged
Paychex,  a large  payroll  services  company,  for payroll  processing  and the
Company now employs directly rather than lease its employees.

     Effective  June 1,  2001,  the  Board  of  Directors  passed  a  resolution
regarding the employment arrangement with Dr. Swor. The Board resolved that such
arrangement  be for a period of five (5) years at an annual  salary of  $100,000
per year.  Said salary may be  accumulated  by Dr. Swor if necessary  and may be
converted  into shares of the Company's  Common Stock at his  election.  For the
first year, said salary may be converted at 75% of the fair market value on June
1, 2001. The salary for each  subsequent  year is convertible at 75% of the fair
market  value on June 1 of such year.  In addition,  during each year,  Dr. Swor
will receive a performance  bonus equal to 10% of the Company's  earnings before
taxes,  which  bonus  is  payable  quarterly.  This  performance  bonus  may  be
accumulated as well and is convertible on the same basis as the salary. Dr. Swor
also was granted a right of first  refusal to match the terms and  conditions of
any  legitimate  offer  to  purchase  the  assets  of  the  Company  made  by an
independent  third  party.  Dr. Swor will receive  customary  benefits as may be
available to other  employees.  Lastly,  Dr. Swor was granted the opportunity to
convert  all  accrued  but unpaid  salary due him  through  May 31,  2001 at the
closing bid price on June 1, 2001. Dr. Swor's accrued but unpaid salary amounted
to $93,150 and this was converted  into  4,657,500  shares of restricted  Common
Stock based upon the  applicable  price on June 1, 2001.  The valuation for this
transaction appears as approximately $71,000 on the financial statements for the
period ending December 31, 2001.

     Effective June 1, 2001, the Board of Directors passed a further  resolution
awarding  500,000  shares of its  restricted  Common Stock to the acting  office
manager  in  consideration  of her past and  future  efforts  on  behalf  of the
Company.  Said shares were valued at $10,000 based upon the applicable  price on
June 1, 2001. The valuation for this transaction appears as approximately $7,700
in the financial statements for the period ending December 31, 2001.

     Surgical  executed a Term Sheet with C5 on July 10, 2001  whereby C5 agreed
to merge into OIX,  Inc.,  the  Company's  wholly owned  subsidiary  The reverse
triangular  merger was  executed  on  September  15,  2001 to take  effect  upon
completion  of the filings of the  Articles of Merger with the States of Florida
and Delaware. Such filings were effective date on October 26, 2001.

     Under the  merger,  the Company  acquired  all of the shares of C5 from the
eleven (11) C5 shareholders in exchange for 20,022,889 shares in the Company and
merged OIX into C5. This

                                        5

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issuance  effectively changed control in the Company.  The Company's shares were
issued  in  accordance  with  Rule 506 of  Regulation  D  promulgated  under the
Securities  Act of 1933,  as  amended,  and the Blue  Sky laws of  Virginia  and
Florida.

     In  addition,  the  Company  elected  three (3) new members to its Board of
Directors  to fill  three (3)  vacancies  on the  Board to serve  until the next
shareholder  meeting,  each of whom  had  served  on the  Board  of C5.  William
Danielczyk was elected  Chairman of the Board, and R. Paul Gray and Robert Lyles
were named as Directors to serve along with the existing  Directors,  G. Michael
Swor,  David Swor and James  Stuart.  G. Michael  Swor will  continue as interim
Chief Executive Officer.  Mr. Gray was elected as Secretary and Treasurer and is
the acting Chief Financial Officer until another  qualified  professional can be
hired. Timothy Novak was elected as President and Chief Operating Officer.

     At the time of the merger,  by virtue of the acquisition of C5, the Company
assumed  certain  liabilities.  In this regard,  the Company is obligated to pay
various promissory notes including the following:

     1.   Promissory  Notes in the total  face  amount of  $57,500  to seven (7)
          individuals  who are  unaffiliated  to the  Company  or C5.  The notes
          carried a premium of 10% of the principal amount, and entitled each of
          the note holders to an additional premium of one share of common stock
          of C5 for each $2  loaned  to C5 prior to the  merger.  The  notes are
          convertible  into common shares of C5 at a rate of $.50 per share.  C5
          paid the premium and recorded the 30,000 shares of common stock due as
          additional  premium at $.05 per share. None of the 30,000 shares of C5
          stock have been  issued to the  respective  lenders and the notes were
          originally  due on August 27, 2001 and were in default at December 31,
          2001.

     2.   A Secured  Promissory  Note in the face amount of $500,000  issued May
          22, 2001 by C5 and bearing  interest at a fixed rate of 8.5% per annum
          payable to Millennium  Health  Communications  Inc. ("MHC") as part of
          the acquisition by C5 of MHC's assets.  The note was due originally on
          August 22,2001 with all accrued interest.  It was extended to December
          31, 2001.  MHC has agreed to extend the note to December 31, 2002. The
          note is secured by the assets C5 acquired from MHC.

     3.   A Secured Promissory Note in the face amount of $460,000 issued August
          1, 2001 by C5,  which  bears  interest  in the event of default at the
          rate of 8.5% per annum and is payable to MHC. The note was  originally
          due on July 31,  2002.  MHC has agreed to extend the note to  December
          31, 2002. The note is secured by the assets of C5 acquired by MHC.

     4.   Unsecured  Promissory Notes in the total face amount of $45,000 issued
          in June 2001 by C5 and payable to Mr. Gray and Mr. Novak, officers and
          directors of the Company,  bearing  interest at the fixed rate of 9.5%
          on due on demand.  Mr. Gray and Mr.  Novak have agreed to extend these
          notes until December 31, 2002.

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<PAGE>




     Mr. Danielczyk  incorporated MHC in Delaware in March 1999 and acted as its
Director  and Chief  Executive  Officer.  Mr.  Danielczyk  owns 20% of MHC.  Mr.
Danielczyk  was the  Chairman  of the  Board  of C5 from  June  2001  and  owned
individually and beneficially  through The Bentley Group LLC, a Delaware Limited
Liability  Company  formed  in May 2001  ("Bentley")  19.56%  at the time of its
acquisition  by the Company.  Mr.  Danielcyck is a Director and Chief  Executive
Officer  from May 2001 of  Reli-Communications,  Inc.,  a  Delaware  corporation
formed  in  May  2001  ("Reli")  that  has  engaged  in  certain  related  party
transactions  with C5 and Mr.  Danielcyck owns 35% of Reli. Reli owned 2.93 % of
C5 at the time of C5's  acquisition  by the  Company.  Mr.  Danielczyk  owns 50%
Bentley, and is its Managing Partner. Bentley owned 17.14 % of C5 at the time of
C5's acquisition by the Company.

     Mr. Gray acted as a Director and Chief Financial Officer of MHC from August
1999.  Mr.  Gray owns 15% of MHC.  Mr. Gray was a Director  and Chief  Financial
Officer of C5 from June 2001 and owned  individually  and  beneficially  through
Bentley  18.09% at the time of its  acquisition  by the  Company.  Mr. Gray is a
Director and Chief Financial Officer from May 2001 of Reli and owns 20% of Reli.
Mr. Gray owns 50% Bentley.

     Mr. Novak has been a Director,  President and Chief Operating Officer of C5
since its  formation  in April 2001 and owned 27.18% of C5  individually  at the
time of its  acquisition  by the  Company.  In  addition  to his duties with the
Company and C5, he was elected a Vice  President of Reli in March 2002. He holds
no ownership in that company.

     Mr. Lyles has been a Director of C5 since June 2001 and owned  beneficially
through  Paragon  Asset  Limited   Partnership  8.79%  of  C5  individually  and
beneficially at the time of its  acquisition by the Company.  He is also the 50%
owner of Core Care Delaware  Inc., a corporation  formed in Delaware in February
2001 ("Core Care").  Core Care was the original lessee of the Company's  current
offices  which have been  occupied by C5 since the inception of the lease in the
April 2001 and occupied by the Company since  October  2001.  Core Care assigned
all of its rights,  title and interest in this lease to the Company in May 2002.
See Item 2. "Description of Property."

     As part of the merger, Dr. Swor executed an agreement that contains certain
lock-up  provisions  regarding  his shares and options.  The  agreement is dated
October 5, 2001.  Under the  agreement,  Dr. Swor is required to consummate  any
sales of his shares in compliance with relevant  securities laws and regulations
and he is  prohibited  for a period of 365 days from the  closing  of the merger
from  selling any of his shares if it will  create a daily low trading  price in
Surgical's shares.

     Surgical had been seeking a merger  partner  since the last quarter of 2000
and  particularly  was seeking  qualified  management  to oversee the day to day
operations of the Company as well as synergistic  lines of healthcare  products.
The Company believes that the C5 transaction provides such management.

     During the last quarter of 2001,  Reli  invested a total of $105,216 in the
Company  for which the Company is  obligated  to issue  3,507,000  shares of its
Common Stock.


                                        7

<PAGE>



     At December 31,  2001,  the Company was indebted to Dr. Swor for $41,563 of
advances he made on behalf of the Company  that bear  interest at the fixed rate
of 10% per annum that are due on demand. In addition, the Company is indebted to
Dr.  Swor in the amount of $76,700 to cover the  $51,187 for the payment he made
to  SouthTrust  and  other  working   capital   advances.   These  advances  are
non-interest bearing and due on demand.

     At December 31, 2001,  the Company owed Dr. Swor accrued salary of $58,333,
Mr. Novak  accrued  salary from C5 of $17,500,  $30,000 in accrued  salary for a
former officer of C5 and Bentley outstanding consulting fees of $11,149.

     From January 1, 2002 to May 20, 2002, Reli invested  $61,500 in the Company
in exchange for which the Company is obligated to issue 2,050,000  shares of its
Common Stock.

     In February 2002,  Robert Lyles and David Swor resigned as Directors of the
Company due to other personal commitments. Tim Novak was appointed a Director to
fill a vacancy on the Board in April 2002.

     On May 10, 2002, the Company  executed an Amendment to the lease  agreement
on its corporate offices. See Item 2. "Description of Property."

     The Company  continues to seek  additional  debt or equity  funding.  Until
fully  converted,  interest as it accrues on the TK debt will  increase the long
term debt of the Company.  In the event  additional debt is raised,  the Company
will incur future  interest  expense.  The TK debt,  if fully  converted and all
warrants are exercised, will dilute the interest of existing shareholders and in
the event additional equity is raised,  management may be required to dilute the
interest of existing  shareholders  further or forego a substantial  interest in
revenues,  if any.  In the event that the  Company  is  successful  in  securing
additional  debt  financing,  the amount of such  financing,  depending upon its
terms, would increase either the short or long term debt of the Company or both.

     See (b) "Business of Issuer"  immediately  below for a  description  of the
Company's business.

(b)  Business of Issuer.

Information Systems Division

     Oasis Information Exchange

     The Oasis  Information  Exchange ("OIX") strategy is healthcare  e-business
content  aggregation  and  applications  integration  through a virtual  private
network.  It links the entire healthcare  continuum,  which includes  healthcare
workers,   administration,   patients,   and   healthcare   and   pharmaceutical
manufacturers. Oasis Information Exchange is a true healthcare

                                        8

<PAGE>



data center with multiple access points. It is an Internet-based virtual private
network  consisting of  points-of-access  via Intranet,  the Internet,  Internet
appliances,  and through  TouchPorts located  throughout  healthcare  facilities
across the  country.  Although  the  Company is now  focusing on  providing  its
services through the Internet, TouchPorts remain available as an alternative and
are  user-friendly  touch-access  Internet  appliances  which  allow  healthcare
professionals  access to high quality  clinical  reference  and agency  mandated
information services.

     OIX consists of three lines of e-business.  The primary product produced by
OIX is a service that creates customized training applications for virtually any
topic. These web browser-based  educational  modules are designed to provide the
end-user with succinct,  current information on any topic within practically any
industry.  As a second  line of  business,  OIX builds  on-line  communities  in
specific target markets positioned as information  exchanges.  The third line of
business,  a  natural  by-product  of the first  two,  is  Internet  application
development and support services.

     During the third quarter of 2000, the Company realized that it was focusing
too much  attention on the  installation  of hardware  rather than  focusing its
attention  on  its  real  product  -  information.   Due  to  the  increase  and
availability of PC's and Internet  accessibility in the healthcare  environment,
the Company  realized that, while in some cases its OASiS network is needed in a
particular  environment,  by and large,  its larger  market is for its  content.
Essentially  the  Company  changed  from  a  hardware  network  supplier  to  an
information  broker  which will  create an  information  exchange  network for a
defined  healthcare  community  that links the  end-users to the industry  while
adding value to both parties. This is essentially what the Company was doing all
along;  however,  it had focused on the delivery  system for its product  rather
than the product itself.

     The Company  currently  is reviewing  the  business  and revenue  models to
determine the best direction for the OIX activities.

     C5's Activities

     C5's  principal  business is  transaction-based  healthcare  e-business and
information services. C5 owns Health24News.com and Salud.com,  Internet websites
that  provide  healthcare  information,  the first in English  and the second in
Spanish,  and  MediTrader.com,  a web-based  real-time medical equipment auction
site.

     Health24News.com  has  provided  healthcare  information  and articles on a
range of subjects  and  current  news  events on health and  healthcare  issues;
course studies for healthcare  professionals  ranging from patient care and risk
management to human resources solutions; and a Health Mall for the purchase of a
variety of medical  products  ranging  from  diabetic  supplies  to  alternative
medicines.  Currently,  Health2News.com has been taken off line and its business
and revenue models are being reviewed.

     Salud.com,   the  Company's  Spanish  language  website,  is  a  healthcare
information  that provides  descriptions  of causes and  preventive and wellness
measures for diseases ranging from acne

                                        9

<PAGE>



to maternity matters.  Litigation was brought regarding the use of the Salud.com
domain name. A settlement  was reached  during the 1st Quarter of 2002. See Item
3. "Legal Proceedings."

     MediTrader.com  is an online  marketplace  for buyers  and  sellers of new,
pre-owned  and  refurbished  medical  equipment,  as well as  various  types  of
medical/surgical supplies. It is intended to replace paper-based, cost intensive
procurement processes with web-based, interactive, time saving solutions. C5 has
an affiliate agreement with MD Depot that links its comprehensive medical supply
catalogue on line into the site.

     On May 22,  2001,  C5 acquired  assets  from MHC  including  furniture  and
fixtures,  computer equipment, and approximately 315 domain names under an asset
purchase  agreement  that was amended on September 1, 2001.  Under the agreement
with MHC,  payment for the  acquired  assets was made by the issuance of two (2)
secured  promissory notes under which title to the acquired assets is subject to
a security  interest  held by MHC.  The notes are in the face amount of $500,000
and  $460,000 and the due date has been  extended to December  31, 2002.  All of
C5's domain names are registered with Network Solutions.

Medical Products and Services Division

     SutureMate(R)

     SutureMate(R),  a  patented,   disposable,   surgical  assist  device,  was
initially   introduced  in  1993.  Its  unique  design  facilitates  the  highly
recommended  one-handed  suturing  technique  which is advocated by occupational
safety experts.  When one-handed  suturing is not used, extra steps are required
by the surgeon or the  assistant in cutting the needle free of the suture thread
and extra time and hand  movements  are  required  of the  surgeon  in  manually
adjusting  needles  while  using a needle  holder  in most  suturing  processes.
SutureMate(R)  allows  the  surgeon  to use a safer,  more  efficient  method of
surgical   stitching.   The  product   has   features   which   include  a  foam
needle-cushion, and a suture cutting slot.

     SutureMate(R)  was re-designed in late 1998 and has been re-released  since
demand has increased due to statutory changes relating to needlestick  injuries.
Legislation has been adopted at both the federal and state level. An overview of
state needle safety legislation can be viewed at www.cdc.gov/niosh/ndl-law.html.
This legislation  essentially  requires state agencies with employees at risk to
implement needleless systems and sharps with engineered sharps injury protection
in order to prevent the spread of bloodborne pathogens in the workplace.

     The product was  re-engineered  and updated after  feedback from over 4,000
surgeons and surgical  technologists  who used or reviewed the product since its
inception.  As a result of the re- design,  the Company  believes that there are
new clinical  advantages and that the product can be produced at a significantly
lower  manufacturing  cost.  These  beliefs  are  based on the fact that the re-
design includes a tent-like configuration with a hidden cutting device contained
between the  adhesive  base and the holding  device.  This allows the surgeon to
separate the needle from the suture without

                                       10

<PAGE>



a scrub nurse  intervening  with a scissor.  The cost reduction will result from
the fact that the original version cost  approximately  $6.00 per unit while the
new  version  costs   approximately  $1.10  per  unit  including  packaging  and
sterilization, allowing it to be marketed in the $4 to $6 range which is more in
keeping with pricing for a disposable product. Due to its acceptance by user and
quality  standards,  SutureMate(R)  is a "proven"  product  that  complies  with
current legislation.

     On  Feb  13,  2001,  the  Company   announced  an  agreement  with  DeRoyal
Industries,  Inc. ("DeRoyal")to distribute  SutureMate(R) worldwide.  DeRoyal is
the largest  privately held healthcare  supplier of safety devices with over 250
sales  representatives  worldwide.  Formed in 1973,  DeRoyal is a international,
vertically-integrated supplier of institutional and consumer healthcare products
and services,  with 27 subsidiaries and affiliates in seven states  (California,
Florida,  Georgia,  Oklahoma,  South Carolina,  Tennessee, and Virginia) and ten
countries (Canada, Costa Rica, England,  Estonia,  Germany,  Ireland, Italy, the
Netherlands, Sweden and the United States). DeRoyal's four business units, Acute
Care, Patient Care, Wound Care and OEM (original equipment manufacturer) produce
more than 25,000  products,  including:  rehabilitation  and  therapy  products,
sports  medicine  supports,  orthopedic  bracing and  supports,  fiberglass  and
plaster  casting;  wound care dressings;  unitized  surgical  delivery  systems,
including TracePak and custom procedural trays; surgical accessories;  neonatal,
labor  and  delivery   products;   angiographic,   endoscopic,   anesthesia  and
temperature  monitoring products; as well as manufacturing services in plastics,
textiles,  electrical  manufacturing,   converting  and  sterilization.  DeRoyal
introduced the re-designated SutureMate(R) at AORN in March, placed an order for
8,000 units for which the  Company  was paid when it made  delivery in May 2001.
DeRoyal carries  SutureMate(R)  in its surgical safety  assessory line, which is
being highly promoted in the current environment of blood borne pathogen concern
and increased safety  legislation.  Since the merger,  the Company has worked to
rekindle this  relationship and DeRoyal placed an order for 8,300  SutureMate(R)
during the 1st Quarter 2002.

     The Company  continues to ship this  product.  Currently,  the  re-designed
SutureMate(R)  is  manufactured  by  the  Hansen  Plastic  Division  of  Tuthill
Corporation  at their plant  located in  Clearwater,  Florida  ("Tuthill").  The
Company is  continuing  the  process  of  negotiating  additional  manufacturing
sources and original equipment manufacturer sales.

Business Strategy

     The  Company's  business  strategy,   which  is  dependent  upon  obtaining
sufficient  additional  financing,  is to enhance the  commercialization  of its
existing  products.  The  Company  remains  committed  to  providing  innovative
products and services which create and maintain a safe surgical  environment for
medical and  hospital  staff,  healthcare  workers and  patients,  as well as to
enhance the level of surgical care available to patients. The Company's revenues
are based upon  transactional e- commerce  revenue sharing  arrangements and the
sale of  SutureMate(R).  The  Company's  revenues are dependent on the volume of
sales from its products.

     Revenues  from sales are  recognized in the period in which sales are made.
The  Company's  gross profit margin will be determined in part by its ability to
estimate and control direct costs of

                                       11

<PAGE>



manufacturing  and its ability to incorporate such costs in the price charged to
clients.

     The Company's  objective is to become a significant  provider in e-commerce
and of medical systems and devices which improve  occupational  safety,  advance
surgical techniques and provide greater  efficiency.  To achieve this objective,
and assuming that sufficient  operating capital is available as and when needed,
the Company  intends to: (i) increase its exposure on the  worldwide  web;  (ii)
develop international  distribution channels and co-marketing  alliances for the
Company's  products and services;  (iii) continue  research and  development and
acquisitions of synergistic products and software programs;  and (iv) frequently
fine tune market  strategies  based upon ongoing  evaluations of customer needs,
capital budgeting opportunities and market economy fluctuations.

     Management  believes that  Surgical is poised to penetrate  the  developing
e-commerce  market and in the  surgical and medical  safety  market and plans to
capitalize  on the  opportunity  while  providing  significant  benefits  to its
customers and improving overall patient care.  Management  expects, in the event
Surgical  continues to achieve  product  acceptance,  to increase the  Company's
market  penetration   through  additional   acquisitions  and  potential  merger
opportunities with appropriate bases of business development, although currently
it is not in negotiations  nor has it made any  arrangements for such mergers or
acquisitions.  However should it expand through  acquisitions  or mergers,  such
expansion  presents certain challenges and risks and there could be no assurance
that Surgical,  even if it were  successful in acquiring other bases of business
development,  would be  successful  in profitably  penetrating  these  potential
markets.

Sales and Marketing

Markets

     The  primary  medical  industry  markets  include   hospitals,   healthcare
facilities,   surgeons,   nurses,   and   technologists  in   procedure-oriented
specialties,  including  obstetricians,  dentists,  emergency room personnel and
other medical professionals.

     The  potential   global  market  for  Surgical's   products   (devices  and
information systems) is estimated at over $1.3 billion.  This data was presented
in an  article  written  by Dr.  Swor  which  appeared  in  Surgical  Technology
International,  Vol.  II where Dr.  Swor was  referencing  an  article  from the
Florida Healthcare Report and Hospital News which appeared in December 1997.

     The  initial  target  market  areas for the product  side of the  Company's
business are in the major  metropolitan  centers in the United States and abroad
that presently have large teaching programs, higher disease prevalence and acute
problem  awareness.  Entry into these target areas is expected by the Company to
significantly ease general market penetration.

     The   Information   System   Division   has  focused   upon   multi-lingual
applications.  The Company expects that this will not only facilitate acceptance
in the  cosmopolitan  markets  within the United  States,  but also will  enable
instant  adaptations to  international  markets which  traditionally  follow the
United States leadership in developments of safety and exposure guidelines.

                                       12

<PAGE>




     A major  portion of the safety  products and services  currently  ready for
marketing by the Company,  including both device and information  services,  are
unique and are without apparent  competition by design since they were specified
and  designed  by the  Company to create  previously  unavailable  products  and
services. In most cases, Surgical's  state-of-the-art  products,  techniques and
services  position  the  Company as a pioneer in new  markets.  This is a direct
result of the Company's election to avoid the typical commodity sales of gloves,
gowns,  shields,  and other  products  of that type and to focus on  innovative,
safety related products such as SutureMate(R), which was the first device of its
kind to provide for lower risk, one-handed suturing.

     The market for Surgical's products is divided into three (3) segments:  end
users, healthcare risk managers and medical-related companies.

     The  primary  end user  market for the  products  and  services of Surgical
include 8,000 hospitals, 100,000 surgeons and over 1,000,000 surgical nurses and
technologists.  Secondary end user markets include out-patient  clinics,  dental
offices,  emergency medical  services,  fire and rescue  organizations,  medical
offices  and  laboratories.  This  segment of the  Company's  market will be the
ultimate user of both the medical devices and the Information  Systems and it is
particularly defined by the need for protection against bloodborne diseases from
body fluids and sharps injuries, such as needlesticks.

     The healthcare risk manager market is defined by similar  statistics as the
end user market.  The major difference is that this segment is represented at an
administrative level. Additionally, it encompasses insurance companies and other
parties  interested  in capturing  safety and  occupational  injury  data.  This
segment of the market focuses on ensuring a safer, more efficient  workplace for
the healthcare worker and in obtaining previously unavailable  information about
actual occurrences of bloodborne pathogen exposure and the management thereof.

     The market segment for medical-related  companies consists of approximately
11,600  medical device  manufacturers,  360  pharmaceutical  companies and 1,260
training and  educational  organizations.  The Company  believes  that this is a
significant segment for them as these companies will be enlisted as both content
providers (a supplier of device  information and other  educational  components)
for the OIX and e-commerce business but also as a key component to the Company's
sales strategy for its medical devices.

     The Company  believes that the criteria for another  appropriate  strategic
partner  for an  alliance  with the  Company  would have a  worldwide  presence,
maintain a dedicated,  highly  trained  sales force with access to the operating
room, be a respected and an  acknowledged  leader in the industry,  be among the
Fortune 500 companies or equivalent and have an interest in  diversification  of
its existing product lines.


                                       13

<PAGE>



Distribution of Products

     Aside from its Information Systems, SutureMate(R)is currently the Company's
only product available in the marketplace.

     The  arrangement  with DeRoyal  provides for the worldwide  distribution of
SutureMate(R). An order of 8,000 pieces was delivered by the Company in May 2001
and in the 1st  Quarter  2002,  DeRoyal  placed an order  for 8,300  pieces as a
result of the rekindled relationship after the C5 merger.

Methods of Distribution

     Until  such  time as the  Company  establishes  alliances  with  additional
strategic partners, Surgical will continue to rely on a significant database and
network of consultants,  international business contacts,  researchers,  medical
advisors and potential  distributors,  suppliers and  manufacturers for sales of
its products.  The Company has  accumulated  over 3,000 sales leads and customer
contacts,  with a majority being United States based surgeons and operating room
technologists.  The  Company  will  continue  to sell  its  products  direct  to
hospitals and other medical care providers.

     The Company also solicits orders through its Internet websites, direct mail
sales,  trade  publications and advertising by targeting specific market groups.
The Company is actively  campaigning to establish  repeat markets for Surgical's
products.  Customer  follow-up is currently  handled by in-house  staff.  Orders
obtained can be shipped from in-house inventory or warehousing arrangements. The
Company has the original SutureMate(R) in stock and is finalizing manufacturing,
sterilization  and inspection  procedures for the re-designed  SutureMate(R)  so
that inventory can be established.  Customers may return  defective  merchandise
for a full refund,  credit or  replacement.  In recent years,  such returns have
been insignificant.

Status of Publicly Announced Products and Services

     Based upon feedback from surgeons and operating  room  technologists  since
the introduction of  SutureMate(R) in 1993, this product has been  re-engineered
and is currently being distributed by DeRoyal.

     Once trials are  completed  and subject to the  availability  of additional
funding,   the  Company  intends  to  make  final  engineering   adjustments  to
Prostasert(TM)  and then commence  manufacturing for initial market entry in the
United States. There is no current timetable for such entry.

     The Company currently  operates its websites and they are being improved on
a regular  basis.  The Company is seeking  additional  financing in order to its
e-commerce activities and web exposure.

     The  Company  continues  to look for  manufacturers  and  distributors  for
Prepwiz(TM)  and  Prostasert(TM),  two other medical device products the Company
has developed.




                                       14

<PAGE>



Competition

     There is intense competition in the markets in which the Company engages in
business.  However,  the  Company  believes  that  there  is  relatively  little
competition for its products at this time.

     Notwithstanding its innovative product line, there are many major companies
which could  compete  with the Company due to their size and market share in the
medical  products  area.  The Company  believes that these major  companies will
continue their efforts to develop and market competitive devices.

     There is intense competition in sales of products for use in gynecological,
spinal,  vascular,  cardiovascular,  interventional  cardiology,  breast biopsy,
urologic,  orthopedic  and  oncological  procedures.  A broad range of companies
presently  offer  products  or are  developing  products  for  the  use in  such
procedures.  Many of these companies have significantly greater capital than the
Company and are expected to devote  substantial  resources to the development of
newer  technologies  which would be competitive  with products which the Company
may  offer.  There are also a number  of  smaller  companies  which  offer  such
products which present additional competition.

     Surgical  faces  competition  in its  data  service  line  by a  number  of
e-commerce sites dedicated to medical information and sales.

     The  Company's  principal  methods  of  competing  are the  development  of
innovative  products,   the  performance  and  breadth  of  its  products,   its
technically  trained  sales  force,  and  its  educational  services,  including
sponsorship  of  training  programs.  Most  of  the  Company's  potential  major
competitors  have greater  financial  resources  than the  Company.  Some of its
potential  competitors have engaged in substantial  price  discounting and other
significant efforts to gain market share, including bundled contracts for a wide
variety of  healthcare  products  with group  purchasing  organizations.  In the
current healthcare environment, cost containment has become a significant factor
in purchasing  decisions by hospitals.  Additional cost effectiveness was one of
the  principle  factors  in  the  redesign  of  SutureMate(R)  and  a  principle
consideration in the refocusing of the OIX.

     Surgical currently has a limited sales force.  However, at such time as the
Company has an suitable  strategic partner and adequate  funding,  it intents to
train its sale for on an  ongoing  basis to focus on  healthcare  worker  safety
issues.  The Company  believes that it has the management  expertise to have its
sales force  distinguish  itself from the competition.  More  specifically,  the
Company is developing a clear and concise  understanding  of the inherent safety
risks  associated  with  the  healthcare  worker's  everyday  work  place.  This
understanding  is  accomplished   through  its  personnel  which  has  extensive
experience  in  the  healthcare   industry,   medical   expertise,   engineering
capabilities,  communications skills with customers, as well as an understanding
of the medical marketplace and a variety of manufacturing practices. The Company
believes  that the end result is that it is able to provide the customer  with a
unique product or service specifically  developed with individualized safety and
utility in mind, while providing that product or service to the customer so that
its value exceeds its cost.

     The Company  believes that the  advantages of its various  products and its
customer  assistance  programs  will  continue  to provide the best value to its


                                       15

<PAGE>



customers.  However,  there is  considerable  competition in the industry and no
assurance can be given as to the Company's competitive  position.  The impact of
competition will likely have an effect on sales volumes and on prices charged by
the Company.  In addition,  increased cost consciousness has revived competition
from reusable  instruments to some extent.  The Company believes that single use
instruments  are safer and more cost  efficient for hospitals and the healthcare
system  than  reusable  instruments,  but it cannot  predict the extent to which
reusable  instruments will  competitively  impact the Company.  The Company also
offers semi-disposable instruments,  components of which may be reused a certain
number of times, to respond to the preferences of its customers.

Sources and Availability of Raw Materials

     The OIX software is  proprietary  to the Company and the C5 has domain name
protection.

     Raw  materials  necessary for the  manufacturer  of parts,  components  and
packaging supplies for all of the Company's products manufactured by the Medical
Products Division are readily available from numerous third-party suppliers.

     The Company does not rely on any other  principal  suppliers for any of its
raw materials. However, with regard to SutureMate(R), the Company has received a
price   quotation   from  Tuthill  for  the   manufacture   of  the   redesigned
SutureMate(R).

Dependence on Major Customers

     At the current  time,  Surgical is reliant upon a few major  customers  for
several of its products.  For fiscal year ending  December 31, 2001, the Company
derived  approximately  80% of its  revenue  from US  Surgical  Corporation  for
license and productions  fees associated with the OASiS system.  For fiscal year
ending December 31, 2000, the Company derived  approximately  98% of its revenue
from US Surgical  Corporation for license and  productions  fees associated with
the OASiS system.

     SutureMate(R)  sales are  currently  principally  reliant  upon DeRoyal and
in-house distribution and re-establishment of various distribution  arrangements
for generating  revenues for this product.  Changes in state laws have increased
the attractiveness of this product.

     Subject to the availability of additional funding, of which there can be no
assurance,  the Company  believes that it can increase its customer base so that
the  loss of any one  client  will  not  adversely  impact  upon  the  financial
condition of Surgical.

Research and Development

     The Company  believes that research and development is an important  factor
in its future  growth.  In the past,  the Company  engaged in extensive  product
research and  development  and it has at least four (4) additional  products for
the medical and healthcare community, all of which are in

                                       16

<PAGE>



various  stages  of  development,  from  prototype  to  patent.  Subject  to the
availability of additional  funding,  the Company again may devote a substantial
amount of time to the  research  and  development  of products  within  distinct
product  lines.  Substantially  all of the products in research and  development
have been designed,  drawn, had preliminary  market research  conducted and have
been submitted for review to the Company's patent counsel.

     As a natural  by-product of an active research and development  department,
some product  concepts have been generated which do not fit the Company's chosen
focus.  Several  surgical and obstetrical  devices have been designed and either
will be licensed or sold outright to appropriate corporate entities.

Patents, Copyrights and Trademarks

     Patents are  significant  to the  conduct of the  Company's  business.  The
Company owns four (4) patents on two (2)  products;  U. S. Patent No.  4,969,893
issued on November 13, 1990, U. S. Patent No.'s Des.  353,672 issued on December
20, 1994 and U.S.  Patent No.  5,385,569  issued on January 31,  1995,  each for
SutureMate(R)and United States Patent No. 5,364,375,  was issued on November 15,
1994 for  Prostasert(TM).  Dr. Swor was the inventor who originally  secured the
patents which he later assigned to the Company in exchange for stock.

     On June 1, 1998,  the Company filed for two (2) patents on the OASiS system
which includes  propriety  aspects of the software,  algorithms and reports,  as
well as the inservice  training modules which are owned by the Company.  Neither
of these  patents  have  been  issued  to date and the  applications  are  still
pending.

     The  Company  has an  extensive  library  of  copyrighted  educational  and
training material related to occupational safety and surgical techniques.  These
include the Surgical Safety Manual published in 1994, which was revised in 1996.

     The  Company  filed on July 1,  1993 for  trademark  registration  with the
United States Patent and Trademark Office for SutureMate(R).  This trademark was
registered on April 5, 1994.

     All of the C5's domain names are registered with Network Solutions.

     With the  settlement  of the  lawsuit  against  the use of the domain  name
Salud.com.,  the  Company  is  not  a  party  to  any  actions  claiming  patent
infringement of any of its products. See Item 3. "Legal Proceedings."



                                       17

<PAGE>



Governmental Regulation

FDA Approval

     Regulation  by  governmental  authorities  in the United States and foreign
countries is a significant factor in the development,  manufacture and marketing
of the Company's  proposed products and services and in its ongoing research and
product  development  activities.  It is  anticipated  that virtually all of the
products  developed by the  Company's  Medical  Products  Division  will require
regulatory approval by governmental agencies prior to commercialization.

     It  is  expected  that  many  of  the  Company's  products,   as  presently
contemplated, will be regulated as medical devices. Prior to entering commercial
distribution, all medical devices must undergo FDA review under one or two basic
review  procedures:  a Section  510(K)  premarket  notification  ("510(K)") or a
premarket approval application ("PMA"). In the past, the Company's products have
been cleared by the FDA under the 501(K) expedited form of pre-market  review or
have not required FDA approval.

     To the  extent  the  Company  develops  products  for use in more  advanced
surgical  procedures,  the  regulatory  process  may be more  complex  and  time
consuming.  Some of the Company's  potential future products may require lengthy
human  clinical  trials and the PMA  application  relating  to class III medical
devices. The Company has no reason to believe that it will not be able to obtain
regulatory approval for its products,  to the extent efficacy,  safety and other
standards can be  demonstrated,  but the lengthy  approval  process will require
additional capital (of which there is no assurance that the Company). During any
review period,  there is the risk of entry by competitors and risk of changes in
the marketplace prior to market approvals being obtained.

     Overseas,  the degree of government regulation affecting the Company varies
considerably  among  countries,  ranging  from  stringent  testing and  approval
procedures  in certain  locations to simple  registration  procedures in others,
while in some  countries  there is  virtually no  regulation  of the sale of the
Company's   products.   In  the  past,  when  the  Company  had  active  foreign
distribution  agreements,  it had not  encountered  material  delays or  unusual
regulatory impediments in marketing its products internationally.  Establishment
of uniform  regulations for European Economic Area nations took place on January
1, 1995. These regulations subject the Company to a single regulatory scheme for
all of the  participating  countries.  Once the Company's  domestic channels are
satisfied,   Surgical   will   commence  its  program  for  meeting   regulatory
requirements internationally. The Company expects that it will be able to market
its  products  in  Europe  with  a  single   registration   applicable   to  all
participating  countries. The Company also is establishing procedures to respond
to various local  regulatory  requirements  existing in all other  international
markets in which it intends to market its products should adequate  financing be
available.

OSHA Mandatory Reporting of Illness and Injury

     Federal rules administered by the OSHA require healthcare workers to report
if they have been accidentally stuck with a needle previously used by a patient,
or splashed by blood or bodily fluids.

                                       18

<PAGE>



     On February 11, 1997,  in the Federal  Register,  OSHA issued a final rule,
effective  March 13,  1997,  that  amended the  Occupational  Injury and Illness
Reporting  Regulation  (29 CFR Part 1904)  established  in 1971.  Under the 1971
regulation,  employers were required to collect and maintain  injury and illness
data and have it  available  for OSHA to  examine  when they came on site for an
inspection.  It was  determined  that  OSHA  needed  a  separate  provision  for
collection of data by mail.

     The final rule requires,  employers,  upon request, to report to OSHA their
illness and injury data,  in addition to the number of workers and the number of
hours worked in a designated  period.  It  establishes  a mechanism  for OSHA to
conduct an annual  survey of ten (10) or more  employers by mail or other remote
transmittal.  The specific  request may come directly from OSHA or its designee,
e.g., the National Institute of Occupational Safety and Health ("NIOSH").

     OSHA also  initiated  a number  of  partnerships  with  other  federal  and
national  organizations  in  an  effort  to  reduce  the  increasing  number  of
occupational  illnesses and injuries among workers. This effort was prompted, in
part,  by  OSHA's  inability  to  inspect  and  enforce  worker  safety  in  the
approximately  five million  (5,000,000)  work sites in the United States and to
collect  accurate  worker  injury and illness  data to assist in  targeting  the
approximately  8,000  annual  inspections  in the face of  continuing  shrinking
budgets.

     In August 1996,  OSHA also  announced a  seven-state  initiative to protect
workers in nursing  homes and  personal  care  facilities,  one of the  nation's
largest  growing  industries.   The  seven  states  include  Florida,  Illinois,
Massachusetts,  Missouri, New York, Ohio and Pennsylvania.  Nationwide there are
1.6  million  nursing  home  workers  in  more  than  21,000  facilities.  It is
anticipated that by the year 2005, the nursing home and personal care facilities
will be one of the largest  industries in the United States.  Potential  nursing
home hazards include back injuries from incorrect  and/or  strenuous  lifting of
residents,  slips  and  falls,  workplace  violence  and risks  from  bloodborne
pathogens, tuberculosis and other infectious diseases.

     Effective  April 2001, OSHA revised its bloodborne  pathogens  standards to
conform with the  requirements of the  Needlestick  Safety and Prevention Act of
1999.  This act  required  OSHA to revise the  standards  so as to  include  new
examples in the  definitions of  engineering  controls along with other matters.
The     final      OSHA     rule     can     be     viewed     at      www.osha-
slc.gov/FedReg_osha_data/FED200110118A.html.

State and Local Licensing Requirements

     Since  1998,  18 states have  adopted  some type of  legislation  regarding
needlesticks and health care worker exposure to bloodborne  pathogens  exposure.
They include Alaska, Arkansas, California,  Connecticut,  Georgia, Hawaii, Iowa,
Maine,  Maryland,  Massachusetts,  Minnesota,  New Hampshire,  New Jersey, Ohio,
Oklahoma, Tennessee, Texas and West Virginia. Legislation is being considered

                                       19

<PAGE>



in  Florida,   Illinois,   Indiana,   Michigan,   Montana,   New  York,  Oregon,
Pennsylvania, Wisconsin and the District of Columbia.

     These state laws are aimed at adding additional  safeguards for health care
workers at the state level. This includes addition provisions not in the federal
OSHA Bloodborne  Pathogens  Standards  and/or  coverage of public  employees not
regulated by OSHA. An overview of state needle safety  legislation can be viewed
at www.cdc.gov/niosh/ndl-law.html.

     Other than the governmental regulatory schemes listed above, the Company is
not subject to any other state or local regulations which apply to the operation
and business of the Company.

Effect of Probable Governmental Regulation on the Business

     The Company  does not  believe  that there are any  effects  from  probable
government regulation, including state or local laws, on the business.

Cost of Research and Development

     For fiscal years 2000 and 2001, the Company  expended $44,431 and $0 of its
revenues,   respectively,  on  research  and  development.   These  expenditures
represented 7.4% and 0%, respectively,  of the total revenues of the Company for
such  fiscal  years.  The  principal  decrease  in  the  cost  of  research  and
development  for fiscal  2001 from 2000 was based upon the fact that the Company
had insufficient capital in 2001 to perform such activities.

     At the  current  time,  none of the  costs  associates  with  research  and
development are bourne  directly by the customer;  however there is no guarantee
that such  costs  will not be bourne by  customers  in the  future  and,  at the
current  time,  the Company does not know the extent to which such costs will be
bourne by the customer, if at all.

Cost and Effects of Compliance with Environmental Laws

     The Company's  business also could be subject to regulation under the state
and Federal laws regarding  environmental  protection  and hazardous  substances
control,  including the  Occupational  Safety and Health Act, the  Environmental
Protection  Act, and Toxic  Substance  Control Act. In 1992,  the United  States
Congress  expressed  increasing  interest in the issues of sharp  injuries.  The
House  Subcommittee on Regulation held hearings regarding  needlestick  injuries
and the implementation of mandated guidelines on safer medical devices. However,
the Company is unaware of any bills currently pending in Congress on this issue.
The  Company  believes  that it is in material  compliance  with the current and
other applicable laws and that its continual  compliance therewith will not have
a material adverse effect on its business.



                                       20

<PAGE>



Employees and Consultants

     As of December 31, 2001, the Company employed five (5) persons,  two (2) on
a  full  times  basis  and  three  (3)  part-time  under  the  employee  leasing
arrangement  with Gevity HR commenced at the time of the merger with C5. None of
these  employees  are  represented  by a labor union for purposes of  collective
bargaining.  The  Company  considers  its  relations  with its  employees  to be
excellent.

     On March 16,  2001,  the Company  entered a staff  leasing  agreement  with
Selective HR Solutions ("Selective HR") as a replacement for comparable services
previously  provided  by EPIX.  Like  the EPIX  arrangement,  the  Selective  HR
arrangement  creates a co-employment  relationship  between Selective HR and the
Company relative to the employees who work at the Company.  From the time of the
merger with C5 until  January 22,  2002,  the Company  utilized  the services of
Gevity HR as its employee leasing provider. In January 2002, the Company engaged
Paychex,  a large  payroll  services  company,  for payroll  processing  and the
Company now employs directly rather than lease its employees.

Item 2.  Description of Property

     The  Company's  executive  offices are located at The  Company's  executive
offices are presently located at One Sarasota Tower,  Suite 608, 2 North Tamiami
Trail,  Sarasota,  Florida 34236, its telephone number is (941) 953-9848 and its
facsimile number is (941) 953-6776.

     The  executive  offices were leased by Core Care  beginning  April 2001 and
subleased  to C5. On May 9,  2002,  Core Care  assigned  all  rights,  title and
interest in the lease to the Company.  On May 10, 2002, the Company  executed an
Amendment to the Lease  Agreement  with the landlord.  As a result,  part of the
space  under the lease is to be  surrendered  to the  landlord  on June 1, 2002.
Under the terms of the lease as amended, commencing June 1, 2002, the Company is
obligated to pay a monthly rental of approximately $4,500 for approximately 2200
square feet of office space. The lease terminates on March 31, 2006. The Company
believes this space is sufficient for its needs over the foreseeable future.

     In addition, the Company is provided administrative offices at office space
utilized by Reli in Manassas,  Virginia. This was done on a month to month basis
at a cost of approximately $1,750 per month for the space used at that facility.
Mr.  Danielczyk  and Mr. Gray have an  ownership  interest in Reli.  The Company
believes  that the  payment  made to Reli is fair and in line with  what  office
space would costs if rented from a third party landlord.  This  arrangements was
terminated on April 30, 2002.

     The Company owns no real  property and its  personal  property  consists of
furniture,  fixtures and equipment,  prototype molds and leasehold  improvements
with a net book value of $95,429 on December 31, 2001.


                                       21

<PAGE>



     The Company  employs its capital  reserves  when  available  in  commercial
interest  bearing  accounts.  Additionally,  in years  prior  to 2000,  Surgical
acquired stock in two (2) privately  owned  companies,  25,000 shares in ParView
Inc.  as part of its  acquisition  of Endex  Systems  Inc.  and 3,750  shares in
Linters Inc. which was received as partial  compensation  for clinical  products
research  completed  by the  Medical  Consultants  Division.  The value of these
investments  had  been  charged  to  operations  prior  to 2000  as the  Company
determined  them to be  worthless.  It is the  Company's  strategy  to engage in
transactions which minimize dilution of the Company's equity.

Item 3.  Legal Proceedings

     On March 13, 2001,  the Company was served with a Summons and  Complaint by
IBM in an action  entitled  International  Business  Machines v. Surgical Safety
Products  Inc.  (The  "Action").  The Action was brought in the Circuit Court in
Sarasota Florida. In the Action, IBM brought four (4) causes of action,  namely,
breach of contract, implied contract, account stated and unjust enrichment. Each
cause of action relates to the contract between Surgical and IBM relative to the
delivery of services and  equipment.  Surgical had entered into the  arrangement
with IBM to meet its  commitments  to US  Surgical.  When US Surgical  failed to
perform as expected,  Surgical sought  termination of the arrangement  with IBM.
Effective July 14, 2000, this contract was terminated. IBM is seeking payment of
in excess of $600,000  for  invoices  principally  related to software and labor
associated with  implementing the US Surgical  Agreement.  The Company brought a
motion  to  dismiss  three  (3) of the  causes of  action  that was  denied  and
thereafter  filed a defense.  The Company believed it had an absolute defense to
the breach of contract claim since the agreement provided that the Company could
terminate and provided the payments required for such  termination.  Further the
agreement  required that the Company  approve all work prior to performance  and
the work for which it was invoiced was not  approved.  The implied  contract and
unjust  enrichment  claims can only go forward if the there is no valid contract
since they are alternative pleadings.  The Company believed that it had just and
meritorious defenses to this action. The matter was set for trial in April 2002.
On March 25, 2002, the parties entered into a Stipulation of Settlement  whereby
the Company is to pay IBM $20,000 on or before May 31,  2002.  In the event such
payment is not made,  IBM may enter a final  judgment  against  the  Company for
$100,000 by filing a copy of the  Stipulation.  On the basis of this settlement,
the matter was dismissed with prejudice with the court retaining jurisdiction to
enforce the settlement  terms.  Should the Company not make the required payment
and judgment  were to be entered in the amount of $100,000,  the Company will be
liable to IBM for  $100,000  plus  statutory  interest  from June 1,  2002.  The
Company  believes that this  settlement  was in the best interest of the Company
and its  shareholders as it minimized the potential  exposure should the Company
have been unsuccessful at trial.

     C5's right to use the  Salud.com  domain name was subject to  litigation in
U.S. District Court for the Southern District of Florida. C5 acquired the domain
name Salud.com as part of the asset  acquisition  from MHC. It also acquired any
liabilities relating to such acquired assets that arise on or after the closing.
In a  case  entitled  Salu,  Inc.  v.  Salud.com,  Inc.  and  Millennium  Health
Communications,  Inc., Case No.  00-3877-CIV,  the plaintiff has listed four (4)
causes  of action  alleging  Infringement  of a  Registered  Trademark  under 15
USCss.1114, Infringement of a Registered

                                       22

<PAGE>



Trademark under 15 USC  ss.1125(a),  Dilution of a Famous Mark and Violations of
Common Law Trademark Rights. The plaintiff is seeking declaratory and injunctive
relief,  transfer  or  forfeiture  of the  domain  name,  monetary  damages,  an
accounting and treble damages and other damages  permitted under 15 USC ss.1117.
The plaintiff's  complaint was never served and the first amended complaint that
was served in the spring 2001 did not include MHC. The  defendant  made a motion
to dismiss  that was  denied and  thereafter  filed an answer  with  affirmative
defenses.  It then  brought a motion for summary  judgment on the basis that the
word  "salud"  means  health in Spanish and  therefore  there is no basis for an
infringement claim for the use in the domain name. While the motion was pending,
the plaintiff  filed a second  amended  complaint in August 2001 adding MHC. The
court ruled that the summary  judgment  was moot in light of the second  amended
complaint.  MHC filed an answer with  affirmative  defenses  and the  defendants
renewed  their  motion  for  summary  judgment  to which is  attached  affidavit
evidence  from  language  experts as to the common  usage of the word "salud" in
Spanish.  Prior to a determination on the motion and during the first quarter of
2002, the parties settled.  The parties agreed that C5 would insert a disclaimer
on its  websites  that it was not  associated  with any of the SALU  websites or
company.  There  were  no  damages  paid by to any  party.  The  court  retained
jurisdiction  to oversee  the  agreed  settlement.  The  Company  believes  this
settlement  resolves  satisfactorily for the Company finally all issues relative
to the use of its domain name.

     The Company knows of no other legal  proceedings  to which it is a party or
to which any of its property is the subject or any unsatisfied judgments against
the Company and knows of no other material legal  proceedings which are pending,
threatened or contemplated.

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

     There were no matters  submitted to the vote of the security holders during
the fourth quarter 2001 or at any time during 2001.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     (a) Market Information.

     The Common Stock of the Company is quoted on the OTC  Bulletin  Board under
the sym-bol  "SSPD".  The high and low bid  information for each quarter for the
years ending December 31, 1996, 1997, 1998, 1999, 2000 and 2001 are as follows:



                                       23

<PAGE>

<TABLE>
<CAPTION>
Quarter                        High Bid        Low Bi              Average Bid
--------------------------------------------------------------------------------
<S>                         <C>               <C>                    <C>
First Quarter 1996             1/4               3/16                 .218
Second Quarter 1996            3/4               1/8                  .445
Third Quarter 1996             1/4               1/8                  .177
Fourth Quarter 1996            1/4               1/8                  .176
First Quarter 1997             1/4               3/32                 .135
Second Quarter 1997            1/4               3/32                 .106
Third Quarter 1997             3/8               1/8                  .183
Fourth Quarter 1997            9/64              1/8                  .132
First Quarter 1998            29/32              9/64                 .215
Second Quarter 1998          3-1/8             1-1/16                2.299
Third Quarter 1998           2-9/64            1-9/64                1.646
Fourth Quarter 1998           31/32             17/32                 .750
First Quarter 1999            13/16              1/3                  .57
Second Quarter 1999          1-7/8               7/16                1.156
Third Quarter 1999           2-7/8             1-1/4                 2.0625
Fourth Quarter 1999         1-11/16             13/16                1.196
First Quarter 2000           1-7/8             1                     1.44
Second Quarter 2000            3/4               1/3                  .50
Third Quarter 2000             3/8              13/64                 .29
Fourth Quarter 2000           26/64              1/8                  .26
First Quarter 2001              .24               .08                 .16
Second Quarter 2001             .10               .01                 .055
Third Quarter 2001              .04               .01                 .025
Fourth Quarter 2001             .06               .01                 .035
</TABLE>

     The quotations may reflect  inter-dealer  prices,  without retail  mark-up,
mark-down or commissions and may not reflect actual transactions.

     (b) Holders.

     As of December 31, 2001,  the Company had 1,111  shareholders  of record of
its 45,831,083  shares of issued and  outstanding  shares of voting stock of the
registrant  issued and  outstanding  as of  December  31,  2001  (this  includes
42,324,083  shares  that appear on the Balance  Sheet and the  3,507,000  shares
which the Company  was  obligated  to issue on December  31, 2001 to a principal
shareholder).  Of these  36,224,743 of which are restricted  Rule 144 shares and
9,606,340  of which are  free-trading.  As of the date  hereof,  the Company has
outstanding  options to purchase  318,000 shares of Common Stock and warrants to
purchase  4,515,682 shares of Common Stock,  475,000 at a price of $1 per share,
3,280,682  at a price of $1.09 per share and  760,000  at a price of $ .1846 per
share.  No options were granted in 2001 and warrants to purchase  760,000 shares
were granted to TK as part of the  settlement in February  2001. Of the Rule 144
shares,  a total of  26,989,222  are held by  affiliates of the Company of which
7,566,863  shares have been held by  affiliates of the Company for more than one
(1) year.

     (c) Dividends.

     The Company has never paid or declared  any  dividends  on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.

                                       24

<PAGE>



     There  are  no  limitations  on  the  ability  of the  Company  to  declare
dividends;  except  those set forth in New York Statute  ss.510 which  prohibits
dividends  if the  Company  is  insolvent  or  would  be made  insolvent  by the
declaration of a dividend and all dividends must be made out of surplus only.

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

Discussion and Analysis

     The  Company  was  founded  in 1992  to  combat  the  potential  spread  of
bloodborne pathogenic infections such as HIV and hepatitis. It has broadened its
mission to  research,  develop,  manufacturing,  marketing  and selling  medical
products and services to the healthcare community.

     The  Company  was in  the  development  stage  until  1993  when  it  began
commercial  shipments of  SutureMate(R),  its first  product.  From inception in
June,  1992  through  December  31,  2001,  the  Company  generated  revenues of
approximately  $2,043,000  from a limited number of customers.  Since  inception
through  December  31,  2001,  the Company has  generated  cumulative  losses of
approximately  $6,882,000.   Although  the  Company  experienced  a  significant
percentage  growth in revenues from fiscal 1992 to fiscal 2001, the Company does
not believe  prior  growth rates are  indicative  of future  operating  results.
During much of 2001 the Company  was  relatively  inactive as it sought a merger
partner and in the last  quarter of 2001,  the Company was  relatively  inactive
while the merger with C5 was being  completed.  There can be no  assurance  that
profitability or significant  revenues on a quarterly or annual basis will occur
in the  future.  Moreover,  the Company  expects to continue to incur  operating
losses through at least June 30, 2003, and there can be no assurance that losses
will not continue after such date.

     As discussed in the independent  auditors' report for the fiscal year ended
December 31, 2001, the operating  losses incurred by the Company and its working
capital and stockholder  deficits raise doubt about its ability to continue as a
going  concern.  Now that the merger  with C5 has been  completed,  the  Company
expects to  experience  growth.  During the last quarter of 2001,  the Company's
reduced  operations  were funded by bridge  --loans and  residual  sales and the
Company's net loss continued,  although at a reduced level.  The inactive period
caused a  significant  strain on the Company's  management,  financial and other
resources. The Company's ability to manage any possible future growth, should it
occur, will depend on a large part, upon the success of the now completed merger
with C5. There can be no assurance that significant problems will not occur as a
result of the merged  operations  of the  Company  and C5 and any such  problems
could  have a  material  adverse  effect on the  Company's  business,  financial
condition  and  results  of  operations.  As  a  result  of  the  difficulty  in
forecasting  revenue  levels,  the Company  expects to  continue  to  experience
significant fluctuations in its revenues, costs and gross margins, and therefore
its results of operations.

     The Company's  plan of operations for the next twelve months is to focus on
identification  and merger with a significant  revenue  producing  company while
continuing  to focus on building  revenue  from  production  of its  web-enabled
training applications and the other products and services offered by the Company
and C5.

                                       25

<PAGE>



     In this  regard,  Surgical  and C5  decided to proceed  with  merger  plans
because there are certain  synergies that are expected to result from the merged
companies.  The merger brings additional  management and operations  support, as
well as access to growth  capital  and  synergistic  product  lines  related  to
transaction-based healthcare e-business, high-traffic healthcare website portals
and proprietary medical websites and physician practice management software.  It
is anticipated that the existing infrastructure and management of C5 can provide
the depth and stability in management  Surgical has been seeking to improve over
the last few years. As a result of these features,  management believes that the
combination  of its  goals and those  previously  formulated  by C5 will be more
attractive to outside  financial  sources.  C5 will need to further  develop its
existing IS/IT human resource and computer  hardware  infrastructure in order to
support the  development  and deployment of all existing and future  web-enabled
product  lines.  This can be  accomplished  through  either  internal  growth of
technical   staff  and  physical   plant,   vendor   relationship  or  strategic
acquisition.

     In the short term, to fund operations through fiscal 2002, the Company will
be relying upon its revenues and will be seeking additional funds from strategic
alliances with potential clients, its shareholders,  from additional third party
financing or seek third party debt or equity  financing other than those planned
by the current  anticipated  agreements.  The Company  maintained  minimal staff
while the merger was awaiting completion. As a result of the merger, the Company
employed five (5) people at December 31, 2001 under the arrangement  with Gevity
on a full and part-time basis.

     As discussed  in Note 2 to the  Financial  Statements  for the period ended
December  31,  2001,  if the  financing  referred to above is not  secured,  the
recoverability of the recorded asset amounts may be impaired.

     Earlier in 2001,  the  Company  had  required  between $5 and $8 million in
additional capital in the form of debt or equity to fund the continued expansion
of the  Oasis  system  and its  development  to  meet  increased  demand  and to
implement its plans for increased  marketing of its medical device products.  It
is anticipated  that with the merger of C5, the needs of the Company are reduced
to between $2 and $5 million because the synergistic benefits of both companies'
products and services should enhance revenue production and provide economies of
scale to reduce  expenses and gain new business.  Also, C5 brings an established
physical plant,  which includes a fully  integrated NT Network,  e-mail hosting,
web hosting and internal web development  capability.  There can be no assurance
that any long-term financing will be available to the Company or that it will be
on terms that the Company may seek.

Results of Operations - Full Fiscal Years

Revenues

     To date, a limited number of customers and distributors  have accounted for
substantially  all of the Company's  revenues with respect to product sales. For
fiscal year ending December 31, 2000,

                                       26

<PAGE>



the  Company  derived  approximately  98%  of its  revenue  from  licensing  and
production  fees for OASiS and  Trainlet  production.  For  fiscal  year  ending
December 31, 2001,  the Company  derived  approximately  80% of its revenue from
licensing and production fees for OASiS and Trainlet production.

     The Company  anticipates that the main focus of its selling efforts will be
to focus on its active websites and on the SutureMate(R). The Company intends to
continue to sell its  products to a relatively  small group of medical  products
distributors  with the objective of having its products  distributed on a larger
national and  international  scale.  Recent  legislation  regarding  needlestick
injuries  is  expected to increase  demand for the  SutureMate(R)  product.  The
Company has entered into worldwide distribution agreement with DeRoyal for which
the first order was  delivered in May 2001.  Most medical  product  distributors
carry an extensive line of products (some of which they manufacture  themselves)
which they make available to end users (hospitals, surgeons, healthcare workers)
and various of these products may compete with each other as to function,  price
or other factors.  In addition,  numerous  medical product  distributors are not
themselves  well  capitalized  and their  financial  condition  may impact their
ability to properly distribute the Company's products.

     The  Company's  ability to achieve  revenues  in the future  will depend in
significant part upon its ability to obtain orders from, maintain  relationships
with  and  provide  support  to,  existing  and  new  customers,  as well as the
condition of its customers. As a result, any cancellation, reduction or delay in
orders by or  shipments  to any  customer or the  inability  of any  customer to
finance its purchases of the Company's products may materially  adversely affect
the Company's business, financial condition and results of operations. There can
be no assurance  that the Company's  revenues  will  increase in the future.  In
addition,  the Company  expects that the average  selling  price of a particular
product  line will also  decline as such  products  mature,  and as  competition
increases  in the  future.  Accordingly,  the  Company's  ability to maintain or
increase  revenues  will depend in part upon its ability to increase  unit sales
volumes of its products and to introduce and sell products at prices  sufficient
to  compensate  for  reduced  revenues  resulting  from  declines in the average
selling price of the Company's more mature products.

Net Sales

     Net sales of $576,631 for the year ended December 31, 2000 are comprised of
OASiS licensing fees and Trainlet production fees. Net sales of $166,696 for the
year ended December 31, 2001 are comprised of residual OASiS  licensing fees and
sales of SutureMate(R).

     The  Company  has  an  ongoing   program  to  increase   the  exposure  and
productivity  of its  websites  and to  reduce  the costs of  manufacturing  its
products.  As part of this program,  the Company has been  attempting to achieve
cost reductions principally through engineering and manufacturing  improvements,
product  economies  and  utilization  of  third  party  subcontractors  for  the
manufacture of the Company's  products.  Notwithstanding a delivery of defective
units, to date, it has been successful in  substantially  reducing such costs by
re-designing  SutureMate(R).  The success of these cost reduction  programs will
not be known until production volumes are scaled up. There

                                       27

<PAGE>



can be no  assurance  that the  Company's  ongoing  or  future  programs  can be
accomplished or that they will increase gross profits.

     To  the  extent  the  Company  is  unable  to  increase  the  exposure  and
productivity of its websites or to reduce its production  costs or introduce new
products  with higher  margins,  the Company's  results of  operations  could be
materially  adversely affected.  The Company's results may also be affected by a
variety  of  other  factors,  including  mix  of  products  and  services  sold;
production,  reliability or quality problems;  price  competition;  and warranty
expenses and discounts.

Operating Expenses

     Sales and Marketing:  These expenses  consist of advertising,  meetings and
conventions  and  entertainment  related to product  exhibitions and the related
travel expenses.  Since inception,  the Company has spent approximately $818,000
on sales and  marketing  expenses.  For the years  ended  December  31, 2000 and
December  31,  2001,  sales and  marketing  expenses  approximated  $282,000 and
$3,500, respectively. In 2000, the Company was incurring significant advertising
particularly  with reference to OIX.  Because the Company'  business  activities
were  limited in 2001,  significant  dollars  were not  expended for selling and
marketing  expenses  during the year.  The Company  plans to invest  significant
resources  to expand its sales and  marketing  effort,  including  the hiring of
additional  personnel and establishing the  infrastructure  necessary to support
future operations.  The Company expects that such expenses in 2002 will increase
in absolute dollars as compared to 2001.

     General and Administrative. These expenses consist primarily of the general
and administrative expenses for salaries,  contract labor and other expenses for
management,  information  technology ("IT"),  finance and accounting,  legal and
other  professional  services  including  ongoing  expenses as a publicly  owned
Company  related to legal,  accounting  and other  administrative  services  and
expenses.  Since inception,  the Company has spent  approximately  $3,445,000 on
general and administrative  expenses.  For the years ended December 31, 2000 and
December 31, 2001,  general and  administrative  expenses  were  $1,619,058  and
$382,556, respectively. The decrease of $1,236,502 is due primarily to reduction
of  salary  and  discretionary   expenditures   while  the  Company  focused  on
identifying  a merger  candidate  and sought  additional  funding.  The  Company
expects general and  administrative  expenses to increase in absolute dollars in
2002 as compared to 2001, as the Company continues to expand its operations.

Research and Development

     These expenses  consist  primarily of costs  associated  with personnel and
equipment  costs  and   field/clinical   trials.   The  Company's  research  and
development activities include the development of the OASiS system and more than
six (6)  operating  room,  OB/GYN,  advanced  surgical  and  protective  related
products including SutureMate(R).

     Since inception,  the Company has spent approximately  $252,000 on research
and  development.  For the years ended  December 31, 2000 and December 31, 2001,
research and

                                       28

<PAGE>



development  expenses  were  $44,431  and $0,  respectively.  The  Company  made
enhancements to the software for the OASiS system in both 1999 and 2000, and the
majority of these related costs were  capitalized  and will be amortized  over a
period not to exceed five (5) years. During 2001, the Company did not capitalize
any costs.  The Company intends to continue to invest  significant  resources to
continue  the  development  of  new  products  and  expects  that  research  and
development  expenses in 2002 will  increase in absolute  dollars as compared to
2001.

Interest and Other Income (Expense), Net

     Interest and other  income  (expense),  net consists  primarily of interest
expenses of $ 61,592 in 2001 and $258,832 in 2000 accrued on the TK loans, notes
due to officers,  convertible notes payable and MHC notes payable.  In May 1997,
the  Company  established  a line of credit in the  amount  of  $100,000  with a
financial  institution at 1.5% above the prime rate,  interest only payments are
due monthly.  The Company renewed the line of credit in fiscal 2000 to mature on
August 12, 2000, with an option to extend the maturity until October 15, 2000 if
the  Company  pledged a  certificate  of deposit in the amount of  $25,000.  The
interest  rate was prime  plus 1.5% and the line was  secured  by the  Company's
equipment,  receivables and inventory. The line was guaranteed personally by Dr.
Swor.  The line of credit was renewed on October 15, 2000 and the maturity  date
was December 31, 2000. The  outstanding  balance at such time was $100,000.  The
Company pledged an additional $25,000 certificate of deposit to secure the line.
As of December 31, 2000, the outstanding balance was $100,000. In the first half
of 2001,  the  Company  paid  down the line of credit  with the two (2)  pledged
certificates  of deposit  and $5,000 in cash.  As of July,  2001,  the  Company,
through  a loan  from Dr.  Swor,  paid off the line of  credit  and all  accrued
interest through a settlement agreement with SouthTrust Bank. There currently is
$51,187 due to Dr. Swor for this payment.

     At the time of the merger,  by virtue of the acquisition of C5, the Company
assumed  certain  liabilities.  In this regard,  the Company is obligated to pay
various promissory notes including the following:

     1.   Promissory  Notes in the total  face  amount of  $57,500  to seven (7)
          individuals  who are  unaffiliated  to the  Company  or C5.  The notes
          carried a premium of 10% of the principal amount, and entitled each of
          the note holders to an additional premium of one share of common stock
          of C5 for each $2  loaned  to C5 prior to the  merger.  The  notes are
          convertible  into common shares of C5 at a rate of $.50 per share.  C5
          paid the premium and recorded the 30,000 shares of common stock due as
          additional  premium at $.05 per share. None of the 30,000 shares of C5
          stock have been  issued to the  respective  lenders and the notes were
          originally  due on August 27, 2001 and were in default at December 31,
          2001.

     2.   A Secured  Promissory  Note in the face amount of $500,000  issued May
          22, 2001 by C5 and bearing  interest at a fixed rate of 8.5% per annum
          payable to MHC as part of the  acquisition by C5 of MHC's assets.  The
          note was due originally on August 22,2001 with

                                       29

<PAGE>



          all accrued  interest.  It was extended to December 31, 2001.  MHC has
          agreed to extend the note to December 31, 2002. The note is secured by
          the assets C5 acquired from MHC.

     3.   A Secured Promissory Note in the face amount of $460,000 issued August
          1, 2001 by C5, which bears interest in the vent of default at the rate
          of 8.5% per annum and is payable to MHC. The note was  originally  due
          on July 31,  2002.  MHC has agreed to extend the note to December  31,
          2002. The note is secured by the assets of C5 acquired by MHC.

     4.   Unsecured  Promissory Notes in the total face amount of $45,000 issued
          in June  2001 by C5 and  payable  to Mr.  Gray and Mr.  Novak  bearing
          interest at the fixed rate of 9.5% on due on demand.  Mr. Gray and Mr.
          Novak have agreed to extend these notes until December 31, 2002.

     At December 31, 2001,  the Company was indebted to Dr. Swor for $41,563 for
advances he made on behalf of the Company  that bear  interest at the fixed rate
of 10% per annum that are due on demand.

     The  Company did not report any  foreign  currency  gains or losses for the
years ended December 31, 2000 and 2001 since there were no contracts  negotiated
in foreign  currencies for those periods.  In the event of contracts for foreign
distribution,  the  Company  may in the future be exposed to the risk of foreign
currency  gains or losses  depending upon the magnitude of a change in the value
of a local currency in an international  market.  The Company does not currently
engage in foreign currency hedging transactions,  although it may implement such
transactions in the future.

Impairment of Goodwill and Other Assets

     During the year  ended  December  31,  2001,  the  Company  determined  and
recorded  related  impairment  expenses of $1,276,038  and $174,130 for goodwill
recorded at the date of the C5 acquisition  and for other assets,  respectively.
In  addition,  during the year ended  December 31,  2000,  the Company  recorded
impairment losses of $19,368 for goodwill and $651,336 for other assets.

Financial Condition, Liquidity and Capital Resources

     The financial  condition,  liquidity  and capital  resources of the Company
should be assessed  in context  with the ability of the Company to continue as a
going concern as discussed in the independent auditors' report.

     At  December  31,  2001,  the  Company  had assets  totaling  $118,030  and
liabilities  totaling  $2,183,416.  Since  its  inception  in June of 1992,  the
Company has financed its  operations  and met its capital  requirements  through
sales of its  products,  fees from OASiS,  proceeds from the sale of or exchange
for common stock aggregating  approximately  $2,407,000,  through borrowing from
current shareholders,

                                       30

<PAGE>



through its arrangement with TK and through the $100,000 line of credit with the
financial institution which was guaranteed by Dr. Swor.

     Operating  activities  used net cash of $961,843  and  $203,414 in 2000 and
2001, respectively.

     At December 31, 2001,  the Company had a deficiency  of working  capital of
approximately  $2,175,000  compared  to  a  deficiency  of  working  capital  of
approximately  $599,000 at December 31,  2000.  This  represented  a decrease in
working   capital  of   approximately   $1,576,000,   which  decrease   resulted
substantially  from  the  reclassification  of  the  TK  loans  from  long  term
liabilities  to current  liabilities  in 2001 and an  increase  in  indebtedness
arsing from the acquisition of C5.

     At December  31,  2001,  the  Company's  liabilities  consisted of accounts
payable  in the amount of  $163,894,  accrued  expenses  of  $455,323,  deferred
revenue of $50,000, loans to Mr. Novak and Mr. Gray totally $45,000, convertible
debt of $57,500,  notes payable having a discounted  balance to MHC of $938,994,
other convertible notes payable to TK of $$341,442  including accrued and unpaid
interest from March 31, 2000 and stockholder advances of $131,263.

     In addition to such liabilities,  the Company's principal off balance sheet
commitments  which may require  the  expenditure  of cash are (1) the  Company's
obligation  to pay  Sarasota  Memorial  Hospital for $25,000 of ten (10) studies
($250,000  over the term of the  clinical  testing  agreement  with them,  which
agreement  expires in January  2003 if the  Company  determines  not to have SMH
perform clinical testing);  (2) its lease obligations requiring monthly payments
of approximately $4,500 per month through March 31, 2006; and (3) its employment
agreement with Dr. Swor requiring compensation of approximately $100,000 through
June 1, 2006. In addition,  the Company may be liable for an additional  $80,000
to IBM as a result  of  certain  litigation  settled  in 2002 if the  settlement
payment of $20,000 is not made by June 1, 2002.

     The  sources of funds to meet these  commitments  has been  partially  made
through equity investments, company revenue and debt instruments. The sources of
funds to meet these commitments during the next year is anticipated to come from
additional  equity  investment,  company  revenue  development  and  other  debt
instruments.

     The Company's  future capital  requirements  will depend upon many factors,
including the  continued  development  of its  Information  System,  its current
products and new products and  services,  the extent and timing of acceptance of
the  Company's  products  and services in the market,  requirements  to maintain
adequate manufacturing arrangements,  the progress of the Company's research and
development efforts, expansion of the Company's marketing and sales efforts, the
Company's  results of  operations  and the status of  competitive  products  and
services.  The Company will require additional financing to fund its operations.
There can be no assurance that any additional financing will be available to the
Company on acceptable  terms,  or at all,  when required by the Company.  In the
event  additional debt is raised,  the amount of such financing,  depending upon
its terms,  would increase  either the short or long term debt of the Company or
both and it will incur future interest expense. The TK Loan Commitment, if fully
converted  and all warrants are  exercised  will dilute the interest of existing
shareholders and in the event

                                       31

<PAGE>



additional  equity is raised,  management may be required to dilute the interest
of existing shareholders further or forgo a substantial interest in revenues, if
any. If adequate funds are not available as and when needed,  the Company may be
required to delay, scale back or eliminate one or more of its planned expansion,
or research and  development or  manufacturing  programs or obtain funds through
arrangements  with partners or others that may require the Company to relinquish
rights to certain of its products or potential products or other assets that the
Company would not  otherwise  relinquish.  Accordingly,  the inability to obtain
such financing could have a material  adverse effect on the Company's  business,
financial condition and results of operations.

Item 7.  Consolidated Financial Statements



          [Consolidated Financial Statements appear on following pages]


                                       32

<PAGE>



                                          SURGICAL SAFETY PRODUCTS, INC.
                                         CONSOLIDATED FINANCIAL STATEMENTS
                                                 DECEMBER 31, 2001


                                                     CONTENTS



INDEPENDENT AUDITORS' REPORT                                           F-1

FINANCIAL STATEMENTS

  Consolidated Balance Sheet                                           F-2
  Consolidated Statements of Operations                                F-3
  Consolidated Statement of Stockholders' Deficit                      F-4
  Consolidated Statements of Cash Flows                                F-5
  Notes to Consolidated Financial Statements                           F-6



                                       33

<PAGE>



                          INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors of Surgical Safety Products, Inc. and
subsidiary:

We have audited the accompanying  consolidated  balance sheet of Surgical Safety
Products,  Inc. and subsidiary  (the "Company") as of December 31, 2001, and the
related consolidated  statements of operations,  stockholders'  deficit and cash
flows for the year then ended. These consolidated  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of the Company as of
December 31, 2001, and the results of its operations and cash flows for the year
then ended in conformity with accounting  principles  generally  accepted in the
United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial statements,  the Company has suffered significant losses
from operations, has working capital and stockholders' deficits and will require
a  significant  amount of capital  and/or  debt  financing  to proceed  with its
business plan. These factors,  among others,  raise  substantial doubt about the
Company's ability to continue as a going concern.  Management's  plans in regard
to these matters are also  discussed in Note 2. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

                                         /s/ Kingery, Crouse & Hohl, P.A.


Kingery Crouse & Hohl, P.A.
Tampa, Florida
May 17, 2002








                                       F-1

<PAGE>


<TABLE>
<CAPTION>
                                         Surgical Safety Products, Inc.
                                           Consolidated Balance Sheet
                                               December 31, 2001
<S>                                                                 <C>
Assets

Current assets:
   Cash                                                             $                  249
   Other current assets                                                              8,212
                                                                    ----------------------
      Total current assets                                                           8,461

Property and equipment, net                                                         95,429

Deposits                                                                            14,140
                                                                    ----------------------

Total                                                               $              118,030
                                                                    ======================

Liabilities and stockholders' deficit

Current liabilities:

   Accounts payable and accrued and  other liabilities              $              669,217
   Stockholder advances                                                            131,263
   Convertible notes payable                                                        57,500
   Notes payable - related party                                                   983,994
   Other convertible notes payable                                                 341,442
      Total current liabilities                                                  2,183,416
                                                                    ----------------------

Stockholders'deficit:
   Common stock, $.001 par value,
     100,000,000 shares authorized,
     42,324,083  shares issued and outstanding                                      42,325
   Common stock subscribed                                                           5,007
   Additional paid-in capital                                                    4,768,344
   Deficit                                                                      (6,881,062)
                                                                                (2,065,386)
                                                                    ----------------------

Total                                                               $              118,030
                                                                    ======================
</TABLE>

       See the accompanying notes to the consolidated financial statements

                                       F-2



<PAGE>


<TABLE>
<CAPTION>
                         Surgical Safety Products, Inc.
                      Consolidated Statements of Operations
                            Years Ended December 31,

                                                                       2001                      2000
                                                               ----------------------   -----------------------
<S>                                                            <C>                      <C>

Revenue                                                        $              166,696   $               576,631
                                                               ----------------------   -----------------------

Operating expenses:
   Production and license fees                                                 18,093                    84,465
   Research and development                                                         -                    44,431
   Impairment of goodwill                                                   1,276,038                    19,658
   Loss on disposal and impairment of other assets                            174,130                   651,336
   Selling, general and administrative expenses                               386,056                 1,901,058
                                                                            1,854,317                 2,700,948
                                                               ----------------------   -----------------------

(Loss) from operations                                                     (1,687,621)               (2,124,317)
                                                               ----------------------   -----------------------

Other income (expense):
   Other income                                                                 7,291                     9,700
   Interest income                                                                  -                    14,596
   Interest expense                                                           (61,592)                 (258,832)
                                                                              (54,301)                 (234,536)
                                                               ----------------------   -----------------------

Net loss                                                       $           (1,741,922)  $            (2,358,853)
                                                               ======================   =======================

Per share information - basic and fully diluted:

  Weighted average shares outstanding                                      24,738,082                12,547,090
                                                               ======================   =======================
  Net loss per share                                           $                (0.07)  $                 (0.19)
                                                               ======================   =======================
</TABLE>



       See the accompanying notes to the consolidated financial statements

                                       F-3



<PAGE>




<TABLE>
<CAPTION>
                         Surgical Safety Products, Inc.
                 Consolidated Statement of Stockholders' Deficit
                     Years Ended December 31, 2001 and 2000

                                                                  Common      Additional       Common
                                         Common Stock              Stock        Paid-in         Stock
                                   Shares         Amount        Subscribed      Capital       Escrowed     Deficit      Total
                                  ------------  -------------  ------------  -------------  ----------  ----------- -----------
<S>                                <C>           <C>           <C>           <C>            <C>         <C>         <C>
Beginning balance                   14,515,373   $     14,516  $          -  $   2,804,020  $   (2,700) $(2,780,287)$    35,549
 Conversion of notes payable to
common stock                                 -              -             -        533,325       1,335            -     534,660
Issuance of common stock for
services                               350,000            350             -        105,525           -            -     105,875
Issuance of detachable stock
warrants                                     -              -             -        231,385           -            -     231,385
 Conversion feature of other
convertible notes payable                    -              -             -        167,143           -            -     167,143
Net loss for the year                        -              -             -              -           -   (2,358,853) (2,358,853)
                                  ------------  -------------  ------------  -------------  ----------  ----------- -----------
Balance December 31, 2000           14,865,373         14,866             -      3,841,398      (1,365)  (5,139,140) (1,284,241)


 Conversion of other convertible
notes payable to common stock                -              -             -        499,988       1,365            -     501,353
Common stock subscriptions                   -              -         3,507        101,709           -            -     105,216
Issuance of common stock for         5,157,500          5,158             -         73,737           -            -      78,895
services

 Issuance of common stock in
conjunction with acquisition        20,022,889         20,023         1,500        198,729           -            -     220,252

                                                                          -
 Forgiveness of accrued salary by
shareholder                                  -              -             -         30,000           -            -      30,000
Issuance of common stock for
interest                             2,278,321          2,278             -         22,783           -            -      25,061
Net loss for the year                        -              -             -              -           -   (1,741,922) (1,741,922)
Balance December 31, 2001           42,324,083  $      42,325  $      5,007  $   4,768,344  $        -  $(6,881,062)$(2,065,386)
                                  ============  =============  ============  =============  ==========  =========== ===========
</TABLE>

       See the accompanying notes to the consolidated financial statements

                                       F-4



<PAGE>

<TABLE>
<CAPTION>
                         Surgical Safety Products, Inc.
                            Statements of Cash Flows
                            Years Ended December 31,
                                                                              2001                 2000
                                                                       -------------------  -------------------
<S>                                                                    <C>                  <C>
Cash flows from operating activities:
Net loss                                                               $        (1,741,922) $        (2,358,853)
Adjustments to reconcile net loss to net cash(used in) operating
activities:
  Depreciation and amortization                                                      9,600              244,334
  Common stock issued for services                                                  78,895              105,875
  Amortization of discount on related party note                                     9,003                    -
  Accrued interest added to other convertible note payable                          30,000               77,455
  Interest expense - issuance of convertible debt                                        -              167,143
  Other non-cash interest expense                                                   25,061                    -
  Loss from disposal and impairment of assets                                    1,450,168              670,994
  Realized gain on forgiveness of debt                                                   -               (8,000)
Changes in assets and liabilities:
  Receivables                                                                        8,022                9,064
  Prepaid expenses amd other assets                                                 36,842              (61,234)
  Accounts payable and accrued and other liabilities                                18,792               19,754
  Deferred revenue                                                                (127,875)             171,625
Net cash (used in) operating activities                                           (203,414)            (961,843)
                                                                       -------------------  -------------------

Cash flows from investing activities:
  Proceeds from the sale of equipment                                                    -                2,000
  Purchase/redemption of certificate of deposit                                     50,000              (50,000)
  Acquisition of property and equipment                                                  -              (25,272)
Net cash provided by (used in) investing activities                                 50,000              (73,272)
                                                                       -------------------  -------------------

Cash flows from financing activities:
  Repayment of related party loans                                                       -               (9,437)
  Decrease in line of credit with bank                                            (100,000)                   -
  Proceeds from stock subscriptions                                                105,216                    -
  Advances from stockholders                                                        96,200                    -
  Financing and loan costs                                                               -              (70,000)
  Proceeds from other notes payable                                                      -              650,000
Net cash provided by financing activities                                          101,416              570,563
                                                                       -------------------  -------------------

Net decrease in cash                                                               (51,998)            (464,552)
Beginning - cash balance                                                            52,247              516,799
Ending - cash balance                                                  $               249  $            52,247
                                                                       ===================  ===================

Supplemental cash flow information:
  Cash paid for income taxes                                           $                 -  $                 -
  Cash paid for interest                                               $                 -  $            10,756
                                                                       ===================  ===================
Non cash investing and financing activities:
Conversion of other convertible notes payable to common stock          $           501,353  $           534,660
Issuance of common stock - acquisition of C5 - see Note 3              $           220,252  $                 -
                                                                       ===================  ===================
Equipment transferred to assets held for sale                          $                 -  $            27,600
Issuance of warrants for deferred financing costs                      $                 -  $           231,385
                                                                       ===================  ===================
Forgiveness of accrued salary by officer                               $            30,000  $                 -
                                                                       ===================  ===================
</TABLE>
       See the accompanying notes to the consolidated financial statements
                                       F-5


<PAGE>


                         SURGICAL SAFETY PRODUCTS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 1 - Summary of Significant Accounting Policies

Business Activities

Surgical  Safety  Products,  Inc.  (Surgical) was  incorporated  in the State of
Florida on May 15, 1992 and merged into a New York Corporation in 1994. Surgical
and its wholly  owned  subsidiary,  C5 Health,  Inc.  (C5),  (collectively,  the
Company) is engaged in product development,  sales and distribution and services
for the healthcare  industry.  The Company had limited business  activity during
2001.

Principles of Consolidation

The consolidated  financial  statements  include the accounts of the Company and
C5.  All   inter-company   accounts  and  balances   have  been   eliminated  in
consolidation.

Reclassifications

To  facilitate  comparison  of  financial  data,  certain  amounts  in the  2000
financial  statements  have been  reclassified  to conform to the 2001 reporting
presentation.  Such  reclassifications  had no effect on net  income  previously
reported.

Revenue Recognition

The Company  recognizes  revenue  related to  services  upon  completion  of the
services.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

Web Site Development Costs

The Company's  web site will comprise  multiple  features and  offerings.  It is
anticipated  that the offerings will require future  development and refinement.
In connection  with the  development of its site, the Company may incur external
costs for hardware,  software,  and consulting services,  and internal costs for
payroll and related expenses of its technology  employees  directly  involved in
the  development.  All hardware costs will be  capitalized.  Purchased  software
costs  will be  capitalized  in  accordance  with  Statement  of  Position  98-1
"Accounting  for the  Costs of  Computer  Software  Developed  or  Obtained  for
Internal  Use".  All other costs will be reviewed for  determination  of whether
capitalization or expense as product development cost is appropriate.

Long-Lived Assets

Statement of Financial  Accounting  Standards  (SFAS) 121,  "Accounting  for the
Impairment of Long- Lived Assets and for  Long-Lived  Assets to Be Disposed Of",
requires that long-lived assets, including certain identifiable intangibles, and
the goodwill related to those assets, be reviewed for impairment whenever events
or changes in  circumstances  indicate that the carrying  value of the assets in
question  may  not  be  recoverable.  Management  has  evaluated  the  Company's
long-lived

                                       F-6

<PAGE>

assets and has  determined  that there were events  during  fiscal 2001 and 2000
that indicated  that certain of it's  intangible and fixed assets were impaired.
As a result, the Company recorded certain losses from impairment during 2001 and
2000. See Notes 3, 7, 8 and 15.

Property and Equipment

Property and equipment are stated at cost.  Depreciation  and  amortization  are
calculated  using the  straight-line  method over the assets'  estimated  useful
lives of 3 to 5 years.

Advertising Costs

The Company  expenses all costs of  advertising as incurred.  Advertising  costs
included in selling,  general and administrative  expenses approximated $-0- and
$41,000 in 2001 and 2000, respectively.

Financial Instruments

Fair value estimates  discussed herein are based upon certain market assumptions
and pertinent  information  available to management as of December 31, 2001. The
respective  carrying values of certain  on-balance-sheet  financial  instruments
approximated  their fair  values.  These  financial  instruments  include  cash,
accounts payable and accrued and other liabilities and other notes payable. Fair
values  were  assumed  to  approximate   carrying  values  for  these  financial
instruments  because they are short term and/or are  anticipated to be satisfied
through the issuance of our common stock. It was not practicable to estimate the
fair market value of the related party notes payable,  convertible notes payable
and stockholder  advances due to uncertainty  surrounding the dates they will be
satisfied.

Net Loss Per Common Share

The Company calculates net loss per share as required by SFAS 128, "Earnings per
Share."  Basic loss per share is calculated by dividing net loss by the weighted
average  number of common shares  outstanding  for the period.  Diluted loss per
share is  calculated  by dividing  net loss by the  weighted  average  number of
common  shares and dilutive  common stock  equivalents  outstanding.  During the
periods when they would be  anti-dilutive  common stock  equivalents  (primarily
consisting   of  warrants  and  stock   options)  are  not   considered  in  the
computations.

Additionally,  1,364,881  shares issued and outstanding that were held in escrow
at  December  31,  2000 (see Note 10) were  excluded  from the 2000 net loss per
share calculations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

                                       F-7

Segment Information

The Company  follows SFAS 131,  Disclosures  about Segments of an Enterprise and
Related Information."  Certain information is disclosed,  per SFAS 131, based on
the  way  management  organizes  financial   information  for  making  operating
decisions and assessing performance.  The Company currently operates in a single
segment and will  evaluate  additional  segment  disclosure  requirements  as it
expands its operations.

Income Taxes

The Company  follows SFAS 109,  "Accounting  for Income Taxes" for recording the
provision for income  taxes.  Deferred tax assets and  liabilities  are computed
based upon the difference  between the financial  statement and income tax bases
of assets and  liabilities  using the enacted  marginal tax rate applicable when
the related  asset or liability is expected to be realized or settled.  Deferred
income  tax  expenses  or  benefits  are  based on the  changes  in the asset or
liability  each period.  If available  evidence  suggests that it is more likely
than not  that  some  portion  or all of the  deferred  tax  assets  will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized.  Future  changes in such
valuation  allowance are included in the provision for deferred  income taxes in
the period of change.

Stock-Based Compensation

The Company  accounts for equity  instruments  issued to employees  for services
based on the fair value of the equity instruments issued and accounts for equity
instruments  issued  to other  than  employees  based  on the fair  value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably measurable.

The Company  accounts for stock based  compensation in accordance with SFAS 123,
"Accounting  for  Stock-Based  Compensation."  The  provisions of SFAS 123 allow
companies  to either  expense the  estimated  fair value of stock  options or to
continue  to follow the  intrinsic  value  method set forth in APB  Opinion  25,
"Accounting  for Stock Issued to Employees"  (APB 25) but disclose the pro forma
effects on net income  (loss) had the fair value of the options  been  expensed.
The Company has elected to continue to apply APB 25 in accounting  for its stock
option incentive plans.

Recent Pronouncements

In July 2001 the Financial  Accounting  Standards  Board (FASB) issued SFAS 141,
"Business  Combinations",  and SFAS 142, "Goodwill and Intangible Assets".  SFAS
141 is effective for all business  combinations  completed  after June 30, 2001.
SFAS 142 is effective for the year beginning  January 1, 2002;  however  certain
provisions  of that  Statement  apply to goodwill  and other  intangible  assets
acquired  between  July 1, 2001,  and the  effective  date of SFAS 142.  Because
goodwill and all other intangibles were determined to be impaired as of December
31,  2001,  the Company  does not  believe the  adoption of SFAS 142 will have a
material impact on its financial statements.

In July  2001 the  FASB  issued  SFAS  143,  "Accounting  for  Asset  Retirement
Obligations".  This statement addresses  financial  accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. This Statement applies to all entities. It

                                       F-8

<PAGE>


applies to legal obligations associated with the retirement of long-lived assets
that result from the acquisition,  construction, development and (or) the normal
operation of a long-lived asset, except for certain obligations of lessees. This
Statement  is  effective  for  financial  statements  issued  for  fiscal  years
beginning after June 15, 2002. The Company does not believe the adoption of this
standard will have a material impact on its financial statements.

In August 2001 the FASB  issued  SFAS 144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived Assets".  This statement  addresses financial  accounting
and reporting for the impairment or disposal of long-lived assets and supersedes
FASB Statement 121,  "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived  Assets to Be Disposed  Of".  The  provisions  of the  statement  are
effective  for  financial  statements  issued for fiscal years  beginning  after
December  15, 2001.  The Company does not believe the adoption of this  standard
will have a material impact on its financial statements.

Note 2 - Going Concern

The Company's financial statements are presented on a going concern basis, which
contemplates  the  realization of assets and  satisfaction of liabilities in the
normal course of business.

The Company has  experienced  significant  losses  from  operations  aggregating
$1,741,922  and  $2,358,853  in 2001  and  2000,  and has  working  capital  and
stockholders' deficits of $2,174,955 and $2,065,386 at December 31, 2001.

The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to attain profitable  operations by securing  financing and implementing
its business plan and the successful  integration of an operating  business.  In
addition,  the  Company's  ability  to  continue  as a  going  concern  must  be
considered  in light of the  problems,  expenses  and  complications  frequently
encountered by entrance into established markets and the competitive environment
in which the Company  operates.  Management's  plans include  selling  shares of
common stock through private placements. However, there is no assurance that the
Company will be  successful in their efforts to raise  capital.  These  factors,
among  others,  indicate  that the  Company may be unable to continue as a going
concern for a reasonable period of time.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

Note 3 - Acquisition

On October 26,  2001,  Surgical  acquired all of the stock of C5 in exchange for
20,022,889  shares of its common  stock.  C5 is a  transaction-based  healthcare
e-business and information services company located in Sarasota,  Florida, which
had no significant  revenue  generating  operations since its inception in April
2001.

The  Company  accounted  for this  transaction  using  the  purchase  method  of
accounting.  The results of operations  have been  included in the  accompanying
financial  statements  since the  effective  date of the  acquisition.  The fair
market value of the common  shares issued to effect the  acquisition  aggregated
$220,252.


                                       F-9


<PAGE>



The purchase price was allocated as follows:

     Current assets              $     12,500
     Property and equipment            98,929
     Other assets                      14,140
     Current liabilities           (1,181,355)
     Goodwill                       1,276,038
                                 ------------

                                 $    220,252

The assets acquired and liabilities assumed were recorded at the historical cost
bases of C5 as such  bases  approximated  the fair  values  of C5's  assets  and
liabilities  at the date of  acquisition.  The excess of the purchase price paid
over the fair value of the net assets  acquired of  $1,276,038  was  recorded as
goodwill.  The Company has determined  that the goodwill is impaired at December
31, 2001 and recorded a charge to operations for the impairment.

The following  summarized  pro forma  information  assumes the  acquisition  had
occurred on April 20, 2001, the date of inception of C5.

     Net sales                   $   170,304

     Net loss                    $(2,969,665)

     Net loss per share -
      basic and fully diluted    $      (.12)

Note 4 - Property and Equipment

Property and equipment consisted of the following at December 31, 2001:

Furniture and fixtures             $   87,079
Software                               24,877
                                   ----------
                                      111,956
Less accumulated depreciation
   and amortization                    16,527
                                   ----------

                                   $   95,429

Depreciation  and  amortization  expense of property and equipment  approximated
$5,500 and $56,600 for 2001 and 2000, respectively.

Note 5 - Convertible Notes Payable

The Company has outstanding  convertible promissory notes aggregating $57,500 at
December 31, 2001.  The notes carried a premium of 10% of the principal  amount,
and entitled each of the note holders to an  additional  premium of one share of
common stock for each $2 loaned to the Company.  The notes are convertible  into
common  shares  of C5 at a rate of $.50  per  share.  C5 paid  the  premium  and
recorded the 30,000 shares of common stock due as additional premium at $.05 per
share (the amount is included in common  stock  subscribed  in the  accompanying
consolidated  balance sheet).  None of the 30,000 shares have been issued to the
respective lenders and the notes are in default at December 31, 2001.


                                      F-10

<PAGE>


Note 6 - Notes Payable - Related Party

<TABLE>
<S>                                                                             <C>
Promissory note payable bearing interest at a fixed interest rate
of 8.5% per annum,  and due along with all  accrued  interest  on
December 31, 2002.  The note is secured by  substantially  all of
the assets  included  in the  accompanying  consolidated  balance
sheet.                                                                          $500,000

Non-interest  bearing  promissory  note  having  a face  value Of
$460,000 and an effective  interest rate of 8.5%. The note is due
on December 31, 2002 and is secured by  substantially  all of the
assets included in the accompanying consolidated balance sheet.                  438,994


Unsecured promissory notes due to officers, bearing interest at a
fixed  interest  rate of 9.5% per annum and due on  December  31,
2002.                                                                             45,000
                                                                                ---------
Total                                                                           $983,994
                                                                                =========
</TABLE>

Note 7 - Other Convertible Notes Payable

In   December   1999,   the  Company   entered   into  an   agreement   with  an
investment-banking  firm (lender) to secure a convertible secured line of credit
in the amount of $5,000,000.  Interest on the outstanding balance is at 8.0% and
is payable  upon any  prepayment  of principal  and/or at the  maturity  date of
November  30,  2002.  The  line  is  secured  by any  inventories,  receivables,
equipment, securities and general intangibles owned by Surgical.

Prior to cancellation of the line of credit as discussed below, advances, in the
form of promissory  notes, on the line could be made up to a maximum of $500,000
in any 90-day period, provided certain conditions were met.

In December 1999, the Company borrowed $650,000 under this arrangement, at which
time the fair  market of the  Company's  stock was  $1.13.  Because  the  lender
received the option to convert all or a portion of the outstanding principal and
interest  balance  into common  stock at a price per share equal to the lower of
$0.82 or 75% of the closing bid price on the date of conversion  (except that in
no event could the conversion price be lower than $0.375 per share),  the lender
received a beneficial  conversion feature.  The Company estimated the fair value
of the  conversion  feature at  $241,249  and  recorded  this amount as interest
expense and  additional  paid in capital for the fiscal year ended  December 31,
1999.

The Company  received an  additional  advance of $650,000 on March 31, 2000,  at
which  time the fair  market  value of the stock  approximated  $1.38 per common
share.  The  Company  estimated  the fair  value of the  conversion  feature  at
$167,143 and recorded  this amount as interest  expense and  additional  paid in
capital during the fiscal year ended December 31, 2000.


                                      F-11

<PAGE>



Through  December  31,  2001,  the Company had  received  total  advances on the
line-of credit aggregating $1,300,000.

During 2000, the lender  converted  $510,000 of principal and $24,660 of accrued
interest to 1,334,535 of shares of common stock at and average  conversion price
of $0.40 per share.  During 2001 the lender converted  $473,665 of principal and
$27,688 of accrued  interest into 1,365,465 shares of common stock at an average
conversion price of $.38 per share.

In addition,  during 2001 the Company issued an additional  2,278,321  shares of
common stock to this lender as additional  consideration.  The fair market value
of these shares ($25,061) has been charged to interest expense during 2001.

The Company  also  issued  warrants to the lender to purchase up to a maximum of
4,571,428  shares of its common  stock at an exercise  price of $1.09 per share.
The warrants are exercisable from the date of commitment through the term of the
loan and vest as follows:  on date of commitment  for 20% of the shares;  and an
additional 1% for each $25,000 of principal loans  subsequently  advanced during
the term of the loan. At December 31, 2001,  3,280,682  warrants are exercisable
under this agreement.

In conjunction with the issuance of these warrants,  the Company determined that
the fair value of the detachable warrants was $355,573, and as a result thereof,
recorded  deferred  financing  costs and  additional  paid in  capital  for such
amounts.

In addition to the warrants  discussed  above,  the Company has also granted the
lender 760,000  warrants to purchase  common stock at a price of $.18 per share.
At December 31, 2001, all of these warrants are exercisable.

On February 7, 2001,  the Company  executed a loan  cancellation  and settlement
agreement  effectively  terminating  the line of credit  agreement.  Until fully
converted,  the remaining balance of the notes and accrued interest ($341,442 at
December 31, 2001) will accrue interest at 8%. In accordance with the agreement,
the lender has committed to convert the remaining principal and accrued interest
as  soon  as  possible.  As a  result  of the  loan  cancellation,  the  Company
determined  that there was no longer any benefit  associated  with the  deferred
loan  costs  and  wrote-off  the net book  value of the  asset in the  amount of
$351,418 as of December 31, 2000.

Note 8 - Software Development Costs

During 2000 the Company  incurred and capitalized  expenditures  relating to the
enhancement of certain software in the amount of $147,768.  Amortization expense
of software  development  costs amounted to $31,098 during 2000. During 2001 the
Company  determined  that the value of the software was impaired and charged the
unamortized cost of $23,850 to operations.

Note 9 - Stock Option Plans

Options granted under the 1994 and 1998 stock option plans are exercisable  only
after the  respective  vesting  period which is two years from the date of grant
under the 1994 plan,  and  determined  by the Company's  stock option  committee
under the 1998 plan.  Options  expire seven years from the date of grant.  Under
the 1999 stock


                                      F-12

<PAGE>



option plan, options granted to employees vest ratably over three years; vesting
is determined by the Company's stock option committee for options granted to
officers, directors, and consultants. Options expire ten years from the date of
grant.

Pro forma information regarding net income and earnings per share is required by
SFAS 123, and has been  determined as if the Company had accounted for its stock
options under the fair value method of that Statement.  The fair value for these
options was estimated at the date of grant using a Black-Scholes  option pricing
model with the following assumptions for 2000: risk-free interest rate of 6.03%;
dividend  yield of 0%;  volatility  factor of the  expected  market price of the
Company's  common  stock of .34;  and a  weighted-average  expected  life of the
option of 2.7 years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options  that have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the Company's stock options have  characteristics  significantly  different from
those of traded options, and because changes in the subjective input assumptions
can materially  affect the fair value  estimate,  in management's  opinion,  the
existing models do not necessarily provide a reliable single measure of the fair
value of its stock options.

For purposes of pro forma  disclosures,  the estimated fair value of the options
is charged to expense over the  options'  vesting  period.  For the fiscal years
ended  December 31, 2001 and 2000 the Company would have  recorded  compensation
expense of approximately  $11,900 and $41,700,  respectively.  The Company's pro
forma information for the years ended December 31, 2001 and 2000 is as follows:

                                      2001              2000
                                      ----              ----

Pro forma net loss                $(1,753,790)     $(2,400,583)

Pro forma loss per share                $(.07)          $(0.19)

A summary of the Company's stock option activity and related information for the
years ended December 31, are as follows:

                                     2001                                 2000
                                     ----                                 ----
                                        Weighted                        Weighted
                                        Average                         Average
                                        Exercise                        Exercise
                             Options    Price              Options       Price

Outstanding beg of year    6,092,134    $   0.43         6,007,260    $     0.64

Canceled                  (5,774,134)        .41          (571,126)          .90

Granted                          -             -           656,000           .20

Exercised                        -             -                 -             -
                           ---------    ----------      ----------     ---------

Outstanding end of year      318,000    $   0.25         6,092,134     $    0.43
                           =========    ==========      ==========     =========

                                      F-13

<PAGE>



                                     2001                                 2000
                                     ----                                 ----
                                        Weighted                        Weighted
                                        Average                         Average
                                        Exercise                        Exercise
                             Options    Price              Options       Price

Exercisable at the end
 of the year                 318,000   $     0.25        5,536,134     $    0.46
                             =======   ==========        =========     =========

Weighted-average fair
value of options granted
during the year                        $     0.00                      $    0.20
                                       ==========                      =========

The weighted-average exercise price and weighted-average fair value of options
granted during 2000 was $.20 and $.20, respectively. The following table
summarizes information about the options outstanding at December 31, 2001:

                                          Weighted
                                           Average
                                          Remaining       Weighted
                         Number          Contractual      Average
Exercise Price         Outstanding          Life        Exercise Price

$  0.13                    273,000        9 years       $        0.13
$  1.00                     45,000        6 years       $        1.00
                            ------        -                      ----
                           318,000        9 years       $        0.14
                           =======                               ====

Note 10 - Common Stock

The Company  issued  5,157,500  shares of its common  stock having a fair market
value of $78,895 to certain employees  (including 4,657,500 shares issued to the
Company's chief executive  officer - see Note 12) as consideration  for services
rendered.

As discussed  in Note 3, the Company  issued  20,022,889  shares of common stock
with a fair market value of $220,252 in conjunction with the acquisition of C5.

As discussed in Note 7, the Company issued  2,278,321 shares of its common stock
with a fair market value of $25,061 as "bonus  shares" to the lender.  The value
of these shares has been reflected as additional interest expense.

During fiscal 2000,  the Company  issued  350,000  shares of its common stock in
exchange for public  relations  services.  The value of the shares issued ranged
from $0.27 to $0.35 per share  based on the fair  market  value of the shares at
the time the agreements were executed.

Pursuant to the  convertible,  secured  line of credit  discussed at Note 7, the
Company was required to issue 2,700,000 shares of its common stock to be held in
escrow  by  the  lender.  The  purpose  of the  escrow  account  was  to  ensure
availability  of  shares  of  common  stock  that the  lender  could  obtain  by
exercising the conversion feature and warrants issued pursuant to the agreement.
During fiscal 2000, the lender converted a portion of the principal and interest
outstanding to 1,334,536 shares of common stock. Those shares were issued out of
amounts held in escrow. The remaining escrowed shares were issued in 2001.

During the period October 26, 2001 to December 31, 2001, a stockholder
contributed $105,216 in exchange for the rights to receive approximately
3,507,000 shares of

                                      F-14

<PAGE>


the  Company's  common stock.  Because the shares have not yet been issued,  the
contributed  capital has been  reflected  as an increase in  additional  paid-in
capital and common stock  subscribed in the  accompanying  consolidated  balance
sheet.

In April 1999, the Company commenced a self-directed  private placement offering
to sell shares of its  restricted  common stock and  warrants.  Pursuant to this
offering,  950,000  shares of common  stock,  and  warrants to purchase  475,000
shares of the  Company's  restricted  common  stock,  were issued at an exercise
price of $1.00 per share. The warrants were exercisable within five years of the
date granted.  The shares and warrants were sold together at $.50 per unit.  The
Company  estimated the fair value of the warrants to be $0.17 each and allocated
a portion  of the  proceeds  from the  issuance  to such as  additional  paid-in
capital. The amount allocated was $17,142.

Note 11 - Income Taxes

At December  31,  2001,  the Company has net  operating  loss carry  forwards of
approximately  $4,700,000  that expire during the years 2008 through  2021.  The
2001 and 2000 tax benefits relating to the losses incurred in each year amounted
to  approximately  $20,000 and  $355,000,  respectively,  based on a blended 20%
corporate tax rate. Based on the Company's financial history,  there is no basis
to conclude  that the tax benefits of the  Company's  net  operating  loss carry
forwards will be realized.  Therefore, the tax benefit that has been recorded in
the accompanying  consolidated financial statements for the years ended December
31, 2001 and 2000 has been offset by an allowance equal to the benefit.

Note 12 - Commitments

Leases

The Company leased office space through October 12, 2000 from an entity owned by
a major  stockholder.  Rent expense paid to the  stockholder was $31,500 for the
year ended  December 31, 2000. In 2001,  and for a portion of 2002,  the Company
subleased space for its administrative  headquarters on a month-to-month  basis.
In May 2002, the Company entered a lease expiring on March 31, 2006.

The Company also leases office equipment for day-to-day  operations under leases
having initial terms of 36 to 60 months. Future scheduled minimum lease payments
under all operating leases are as follows for the fiscal years ending:

       2002             $55,843
       2003             $70,843
       2004             $64,439
       2005             $58,392
       2006             $14,598

           Total       $264,115
                       ========

In connection  with the  acquisition  of C5 (see Note 3), the Company leases its
administrative  facility in  Manassas,  Virginia  from a related  entity under a
month-to-month  arrangement (the arrangement was terminated  effective April 30,
2002).  Total rent expense during the period subsequent to the acquisition of C5
under this arrangement approximated $5,250.


                                      F-15

<PAGE>


Rent expense under all operating leases approximated  $29,000 and $46,000 during
the years ended December 31, 2001 and 2000, respectively.

Employment Agreement

Effective June 1, 2001, the Board of Directors passed a resolution regarding the
employment arrangement with its chief executive officer. The Board resolved that
such  arrangement  be for a period  of five (5)  years at an  annual  salary  of
$100,000  per year.  Said  salary may be  accumulated  if  necessary  and may be
converted into shares of the Company's common stock at this officer's  election.
For the first year, said salary may be converted at 75% of the fair market value
on June 1, 2001.  The salary for each  subsequent  year is convertible at 75% of
the fair market  value on June 1 of such year.  In  addition,  during each year,
this  officer  will receive a  performance  bonus equal to 10% of the  Company's
earnings before taxes, which bonus is payable quarterly.  This performance bonus
may be  accumulated  as well and is convertible on the same basis as the salary.
This  officer  also was granted a right of first  refusal to match the terms and
conditions of any legitimate offer to purchase the assets of the Company made by
an independent third-party, and to convert all accrued but unpaid salary due him
through May 31, 2001 at the closing bid price on June 1, 2001. As a result,  the
officer  converted  accrued salaries existing at that time into 4,657,500 shares
of restricted common stock on June 1, 2001.

Other

On January 30, 1998,  the Company  entered into an agreement  with a health care
provider in which the provider will perform  clinical testing of ten surgical or
medical  products  submitted by the Company.  The agreement is for a term not to
exceed five years and  requires  the  Company to pay the health care  provider a
fixed  amount of $25,000  for each of the ten  studies.  The  agreement  further
provides  that the Company is obligated to pay the  provider  $250,000  over the
term of the  agreement  in the  event  the  Company  determines  not to have the
provider perform the clinical  testing.  The Company did not submit any products
for clinical  testing  during the fiscal years ended December 31, 2001 and 2000.
No amounts have been accrued under this arrangement as of December 31, 2001.

Note 13- Other Related Party Transactions

The Company periodically receives working capital advances from stockholders. At
December  31, 2001,  $89,700 of the  stockholders  advances in the  consolidated
balance sheet are non-interest bearing and $41,563 bear interest at a fixed rate
of 10% per annum. All of the advances are unsecured and due on demand.

In  connection  with the related  party  notes,  the Company  incurred  interest
expense of  approximately  $24,300  and $3,750,  respectively,  during the years
ended  December 31, 2001 and 2000,  respectively.  Approximately  $9,000 of this
interest was non-cash;  the remaining  amounts are included in accounts  payable
and accrued and other liabilities at December 31, 2001.

In addition to such interest,  at December 31, 2001 accounts payable and accrued
and other  liabilities  included  other amounts owed to officers,  directors and
other affiliates of approximately $117,000 at December 31, 2001.

During 2001, an officer of the Company  contributed  $30,000 in unpaid salary to
the capital of the Company.

                                      F-16

Note 14 - Concentrations

The Company  derived  approximately  80% and 98% of its revenues from  technical
services and Oasis licensing and production fees provided to one customer during
2001 and 2000, respectively.


Note 15 - Other Impairments

During the third quarter of fiscal 2000, the Company  changed its business model
for delivering its information  product from a KIOSK unit to the Internet.  As a
result,  the Company no longer required the use of the KIOSK units.  The Company
determined  that it would  dispose of these  units,  and prepared an analysis to
determine the fair market value of those assets.  The Company gathered bids from
various  potential  customers.  Based on an average of these  bids,  the Company
adjusted  the value of the KIOSKS to reflect  the fair market  value.  The write
down to fair market  value  amounted to $71,149 for the year ended  December 31,
2000.  The balance of the carrying value of $27,600 was charged to operations in
2001.

In addition,  at that time,  Company examined the book value of its goodwill and
capitalized  software development costs. The Company determined that the present
value of the  discounted  cash flows expected to be generated were less that the
book value of the respective asset values. Accordingly,  the Company recorded an
impairment loss of $248,857 as of December 31, 2000.

In addition to the above,  certain other  intangibles and property and equipment
having a net book value of $122,680  were deemed to be impaired at December  31,
2001.

Note 16 - Subsequent Events

In March 2002, the Company settled certain litigation filed by a former supplier
of support services for the Company's Oasis systems.  The plaintiff was alleging
among other things, breach of contract and unjust enrichment.  Pursuant to terms
of the  settlement,  the Company has agreed to pay the  plaintiff  $20,000 on or
before May 31, 2002. In the event such payment is not made,  the Company will be
liable to the  plaintiff  for  $100,000  plus  interest  from June 1, 2002.  The
$20,000  settlement  has been  included in selling,  general and  administrative
expenses  and  accounts  payable  and  accrued  and  other  liabilities  in  the
accompanying consolidated financial statements.

During the period January 1, to May 20, 2002, a stockholder  contributed $61,500
in  exchange  for the rights to receive  approximately  2,050,000  shares of the
Company's common stock.






                                      F-17



<PAGE>



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

     The Company has used the accounting firm of Kerkering, Barberio & Co., P.A.
since 1993. Their address is 1858 Ringling Boulevard,  Sarasota,  Florida 34236.
This firm began providing audited financial statements for the Company in 1994.

     On November  16,  2001,  the  Company  filed on Form 8K notice of change of
accountants. On November 15, 2001, the Board of Directors voted not to reappoint
Kerkering,  Barbario & Co., PA as its independent  accountants.  This action was
taken principally  because the Company has undergone a change of control and the
Board of Directors  became more familiar  with another  auditing firm during the
transition period. The Company has engaged the firm of Kingery Crouse & Hohl, PA
Certified  Public  Accountants,  4350 West  Cypress  Street,  Suite 275,  Tampa,
Florida 33607, Telephone (813) 874-1280, as its independent auditors.

                                    PART III

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

     (a) Set forth below are the names,  ages,  positions,  with the Company and
business experiences of the executive officers and directors of the Company.

Name (1)                   Age          Position(s) with Company
---------------------     ----       ----------------------------------------

William Danielczyk         40        Chairman of the Board

Dr. G. Michael Swor        43        Director and Chief Executive Officer

R.  Paul Gray              38        Director, Acting Chief Financial Officer,
                                     Secretary and Treasurer

Timothy Novak              39        Director, President and Chief Operating
                                     Officer

James D. Stuart            44        Director

David Swor (2)             68        Director

Robert Lyles (2)           58        Director


                                       34

<PAGE>



(1)  None  of the  persons  listed  herein  had  any  role  in the  founding  or
     organizing  the  Company  except  G.  Michael  Swor who may be deemed to be
     "promoter"  and "parent" of the Company,  as those terms are defined  under
     the Rules and Regulations promulgated under the Act.

(2)  Both Mr. David Swor and Mr. Lyles  resigned from the Board in February 2002
     due to other personal commitments.

     All  directors  hold office until the next annual  meeting of the Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Director.  The officers and directors will
devote such time and effort to the business and affairs of the Company as may be
necessary  to  perform  their  responsibilities  as  executive  officers  and/or
directors of the Company.

Family Relationships

     There are no family  relationships  between or among the executive officers
and  directors of the Company  except that David Swor is Dr. G.  Michael  Swor's
father.

Business Experience

     William  Danielczyk,  age 40, was appointed as Chairman of the Board at the
time of the merger with C5 in October 2001. He has over 12 years experience as a
Chief  Executive  Officer in  technology  and  healthcare  companies.  With such
experience,  his duties for the Company include strategy,  corporate development
and capital market relationships.

     From June 2001 to the  present,  Mr.  Danielczyk  has been  Chairman of the
Board of C5 of which he owned 19.56%  individually  and beneficially at the time
of the merger.  From May 2001 to the present,  Mr. Danieczyk has been a Director
and Chief Executive Officer of Reli, of which he owns 35%. Reli is a provider of
communications  products  and  services.  During the same period he acted as the
Managing Partner of Bentley of which he owns 50%. Bentley is a regional merchant
bank that provides corporate structure,  management and investment strategy. Mr.
Danielczyk  incorporated  Millennium  in March 1999 and served as a Director and
Chief Executive  Officer until 2001. He owns 20% of Millennium.  From 1992 until
1999,  Mr.  Danielczyk  also held the position of President and Chief  Executive
Officer  for  Ambulatory  Healthcare  Corporation  of America,  a  comprehensive
network of integrated and innovative  outpatient  healthcare services.  Prior to
that time,  Mr.  Danielczyk  served as managing and  marketing  consultant  to a
number of young  businesses.  Mr.  Danielczyk  was  appointed as a member of the
Board of Trustees for the National Health Museum, a  not-for-profit  corporation
in 2000 and has held  various  leadership  positions  on  volunteer  boards  and
committees

     G. Michael Swor, M.D., M.B.A, age 43, Director and Chief Executive Officer.
Dr Swor  has been a  Director  since  1992 and  Chief  Executive  Officer  since
February  2000.  Dr. Swor served as Chairman of the Board and  Medical/Technical
Advisor of the Company from its inception in 1992 until the C5 merger.  Also, he
served as Treasurer to the Company from June,  1998 until  February  2000 and as
President from November, 2000 until October 2001.

                                       35

<PAGE>




     Dr.  Swor,  a board  certified,  practicing  physician  with a specialty in
OB/GYN, is the founder of Surgical. From 1992 until June 12, 1998, Dr. Swor also
served as  President  and CEO.  With a Masters in Business  Administration,  Dr.
Swor's duties for the Company include investor relations,  corporate  financing,
and  overall  corporate  policy  and  management.  He  is a  clinical  assistant
professor in the OB/GYN department at University of South Florida.  Dr. Swor was
the inventor of SutureMate(R) and  Prostasert(TM) and the original holder of the
patents  issued  to each of  these  products.  Dr.  Swor  has  written  numerous
articles,  published the "Surgical Safety Handbook," and given numerous lectures
on  safety  and  efficiency  in  the  surgical  environment.   His  professional
affiliations   include  American  College  of  Surgeons,   American  College  of
Obstetrics and Gynecology and the Florida Medical  Association.  From 1996 until
the present, Dr. Swor has acted as an independent  consultant for Concise Advise
which  provides  consulting  services  related to product  development,  patent,
research,  distribution,  joint venture, mergers and other business issues. From
1994  through  1996,  Dr. Swor oversaw the  operation of WDC.  From 1987 through
1995,Dr.  Swor was the managing  partner of Women's Care  Specialists/Physicians
Services Inc. where he oversaw four (4) physicians,  two (2) practitioners and a
staff of over twenty five (25).  From 1987 through 1992,  Dr. Swor was a partner
and board member of Women's  Ambulatory  Services,  Inc.,  a diagnostic  testing
facility.  From 1982 through  1985,  Dr. Swor was the President of University of
Florida at Jacksonville,  Health Sciences Center resident staff association with
over 200 members.  Dr. Swor received a B.A degree in 1978 from the University of
South Florida,  a M.D.  degree from the  University of South Florida  College of
Medicine in 1981,  and an M.B.A.  degree from the University of South Florida in
1998.  From 1981  through  1985 he  received  his  training  in OB/GYN  from the
University of Florida  Department of Obstetrics and Gynecology in  Jacksonville,
Florida.  He has received  several special  achievement  awards  including being
honored by the  University  of South  Florida in May, 1998 with the Alumni Award
for Professional Achievement.

     R. Paul Gray,  age 38, was  appointed a Director,  Acting  Chief  Financial
Officer,  Secretary  and  Treasurer at the time of the merger with C5 in October
2001.  Mr. Gray has more than 16 years of  experience  in Big 5  accounting  and
consulting  with  large  firms  serving  integrated  health  systems,  physician
practices, managed care organizations and pre-IPO start-up companies. Mr. Gray's
duties  for the  Company  include  assisting  in the  accounting  functions  and
compliance related activities.

     From June  2001 to the  present,  Mr.  Gray has been a  Director  and Chief
Financial Officer for C5 of which he owned 18.09%  individually and beneficially
at the time of the merger. From August 2001 to the present,  Mr. Gray has been a
Director and Chief  Financial  Officer of Reli,  of which he owns 20%.  From May
2001 to the  present,  he has been a member of Bentley of which he owns 50%. Mr.
Gray served as a Director, Executive Vice Present and Chief Financial Officer of
Millennium from August 1999 until 2001. He owns 15% of Millennium.  From 1998 to
1999,  Mr. Gray was part of KPMG's Health Care  Outsourcing/Consulting  practice
for the  Mid-Atlantic  region.  From 1996 t o 1998 he worked with the accounting
firm of Beers & Cutler and 1985  until  1996 with Ernst and Young,  where he was
part of the healthcare practice and specialized in mergers and acquisitions. Mr.
Gray is a member of the  Ashburn  Presbyterian  Church and serves on its Finance
Committee.  In  addition  he is a  member  of  the  Board  of  Directors  of the
Washington Symphony Orchestra.  Mr. Gray received his Bachelor of Science degree
in accounting in 1985 from West Virginia University.

                                       36

<PAGE>



     Timothy Novak, age 39, was appointed  President and Chief Operating Officer
at the time of the merger with C5 in October 2001and appointed to fill a vacancy
on the Board of Directors  of the Company in April 2002.  Mr. Novak has 17 years
of  experience  in business and his duties for the Company  include  operations,
public  relations  and business  development.  In March 2002 he was appointed as
Executive Vice Present of Reli for development of the Florida region.

     From the time of its  formation  in April 2001,  Mr.  Novak was a Director,
President and Chief Operating Officer of C5 of which he owned 27.18% at the time
of the merger.  From January 2000 to February 2001, he worked in the capacity of
Administrator  developing  a private  physicians  medical  practice in Sarasota,
Florida. From September 1998 to December 2000, Mr. Novak served as Regional Vice
President  for  Women's  Health  Partners,  Inc,  a 100 member  OB/GYN  specific
management  services  organization  at  which he  orchestrated  all  aspects  of
physician practice  operations,  new ancillary service development and financial
reporting. Prior to that period, Mr. Novak was engaged in independent consulting
in the areas of healthcare partnering and strategic planning for a major Hospice
project,  serving as Director of  Professional  Relations  with The  Physicians,
Inc., a 1,000 member independent  physician  association;  owing and operating a
financial   programming  company  as  a  registered   representative  and  as  a
independent  agent  developing,  selling and servicing  comprehensive  financial
plans. Mr. Novak is a Certified Medical Practice  Executive through the American
College of Medical  Practice  Executives  and is a member of the  Medical  Group
Management Association.  He received his Bachelor of Science degree in 1985 from
Bowling  Green  State   University   and  his  Masters  in  Science  in  General
Administration in 1998 from Central Michigan University.

     James D.  Stuart,  age 43, has served as a Director  since 1993,  initially
acting as Director of Marketing and Sales.

     Mr. Stuart served as Executive Vice  President  from 1993 until June,  1998
and initially  acted as the Director of Marketing and Sales.  During his time as
an  officer  of  the  Company,  Mr.  Stuart  was  responsible  for  new  product
development  and  manufacturing  and manages new  business  ventures,  including
mergers,    acquisitions,    joint    ventures,    strategic    alliances    and
licensing/distribution agreements for the Company. From November 1994 until July
1996,  Mr.  Stuart acted as  President  and CEO of WDC and was  responsible  for
managing and operating the facility.  From March 1986 until May 1993, Mr. Stuart
was employed by Liquid Air Corporation,  Buld Gases Division first as a Business
Manager for South Florida and then as a Program Manager for Food Freezing.  From
February 1981 until February 1986, Mr. Stuart was employed by NCR Corporation in
the Systemedia  Division  initially as a Territory  Manager and then as a Senior
Account Manager. Mr. Stuart received a B.A. degree in marketing in 1980 from the
University of South Florida.

     David Swor, age 68, served as a Director from 1992 until February 2002.

     Mr.  Swor,  who is the  father  of Dr.  Swor,  provides  business  advisory
services for the Board of Directors.  From 1985 until the present,  Mr. Swor had
been engaged in the real estate  brokerage  business as the owner of Swor,  Inc.
The firm specializes in the development of commercial real estate properties

                                       37

<PAGE>



along with operating other related  business  interest,  holdings and investment
properties. From 1992 to the present, Mr. Swor has been a member of the Board of
Directors of SunTrust Bank in Sarasota,  Florida. From 1974 until 1985, Mr. Swor
was a co-owner of the real estate firm of Swor & Santini, Inc. which specialized
in commercial real estate and investments.  From 1973 until 1975, Mr. Swor was a
realtor  with Russ  Gorgone,  Inc..  From 1971  until  1973,  Mr.  Swor was Vice
President  and  co-owner  of  Carroll  Oil  Company,  which  operated  a  Texaco
distributorship  in Fort Myers,  Florida.  From 1959 until 1971,  Mr. Swor was a
salesman for Texaco and from 1958 until 1959, Mr. Swor was in advertising  sales
for the  Orlando  Sentinel  Star.  Mr.  Swor  received  a B.A.  degree  from the
University of Kentucky in 1955 and holds teaching  certificates  from the states
of Kentucky and Florida.

     Robert  Lyles,  age 58, was  appointed a Director at the time of the merger
with C5 in October 2001 and served in that capacity until February 2002.

     Dr.  Lyles  holds  both  an MD and a PhD  and has  approximately  20  years
experience in  neurophysiological  monitoring.  Since 2000, he has served as the
Chief Anesthesiologist at Doctors Community Hospital in Maryland. Prior to that,
he held the same position at Jefferson Hospital in Alexandria, Virginia where he
practiced from the time of his qualification.  Dr. Lyles served as a Director of
C5 from June 2001 and owed 8.79% at the time of the merger beneficially  through
Paragon Asset Limited  Partnership.  Dr. Lyles owns 50% of Core Care,  that held
the  original  lease  on  the  Company's   executive  offices.   Dr.  Lyles  has
professional  affiliations  with  the  American  Society  of  Neurophysiological
Monitoring  and American  Society of  Electrodiagnostic  Technologies,  Inc. Dr.
Lyles  received  his  graduate  and PhD in  Mathematics  and  Physics  from  the
University  of  Virgina.  He hold  several  patents  in  medical  equipment,  is
published in over 300  publications in matters  relating to  anesthesiology  and
participates in the Legislative Committee of  Maryland/Washington  DC Society of
Anesthesiology.

Advisory Boards

     Formerly,  the Company had a scientific and a medical advisory board,  each
of which provided advisory input on products,  research and educational projects
for the Company.  At the current time all members are inactive,  but they can be
called on to address  issues  which arise in ongoing  research  and  development
projects.

     (b) Section 16(a) Beneficial Ownership Reporting Compliance

     No Director,  Officer,  Beneficial  Owner of more than ten percent (10%) of
any class of equity  securities of the Company  failed to file on a timely basis
reports  required by Section  16(a) of the  Exchange  Act during the most recent
fiscal year or prior fiscal years.



                                       38

<PAGE>



Item 10.  Executive Compensation

<TABLE>
<CAPTION>
                                                                                        Long Term Compensation

                              Annual Compensation                               Awards              Payouts
------------------------------------------------------------------   --------------------------     ---------------------
(a)            (b)         (c)            (d)          (e)           (f)             (g)            (h)          (i)
                                                       Other         Restricted      Securities
Name and                                               Annual        Stock           Underlying                  All
Principal                                              Compen-       Award(s)        Options/       LTIP         Other
Position       Year        Salary ($)     Bonus ($)    sation ($)    ($)             SARs  (f)      Payouts      Compensation
                                                                                                                 ($)    (1)
------------------------------------------------------------------------------------------------------------------------------
<S>            <C>         <C>            <C>          <C>           <C>             <C>            <C>          <C>
G.             1996        0              0            0             0               0              0            5,280
Michael        1997        0              0            0             0               0              0            4,877
Swor,          1998        32,500         0            0             0               0              0            5,400
Chairman       1999        47,500         0            0             0               20,000         0            5,400
of the         2000        43,000         0            0             0               0              0            5,800
Board,         2001        100,000        0            0             0               0              0            0
President
and Chief
Executive
Officer (2)

R.  Paul       2001        0              0            0             0               0              0            0
Gray,
Director,
Acting
Chief
Financial
Officer,
Secretary
and
Treasurer
(3)

Timothy        2001        $51,500        0            0             0               0              0            0
Novak,
was
appointed
President
and Chief
Operating
Officer
(3)(4)
</TABLE>

(1)  All other compensation  includes certain health and life insurance benefits
     paid by the Company on behalf of its employee.


                                       39

<PAGE>



(2)  In June , 2001, Dr. Swor elected to convert $93,150 of deferred salary into
     shares  of the  Company's  Common  Stock  valued at $0.02  per  share.  The
     valuation  for this  transaction  appears as  approximately  $71,000 on the
     financial  statements  for the  period  ending  December  31,  2001.  Other
     compensation  includes life insurance  paid by the Company.  In addition to
     such amount, the Company has accrued $58,333 of 2001 salary under the Board
     resolution effective June 1, 2001.

(3)  Mr. Gray and Mr. Novak were appointed officers at the time of the C5 merger
     in October 2001.

(4)  Of his salary due in 2001,  $17,500 has been deferred and relates to salary
     due from C5. In addition,  $30,000 of unpaid salary was  contributed to the
     capital of the Company and the balance was paid in cash.

Option Grants in Last Fiscal Year

     The  following  table  provides  information  regarding  the grant of stock
options during fiscal year 2001 to the named executive officers.

<TABLE>
<CAPTION>
                              Individual Grants                                 Potential realizable value at   Alternative to
                                                                                assumed annual rates of stock   (f) and (g):
                                                                                price appreciation for option   Grant date
                                                                                term                            value

Name              Number of      Percentage     Exercise or     Expiration      5% $/sh (f)   10% $/sh (g)     Grant date
(a)               Securities     of Total       base price      Date (e)                                       present value
                  underlying     options/SAR    ($/sh) (d)                                                     $/sh (f)
                  Options/SAR    's granted to
                  's Granted     employees
                  (#) (b)        during fiscal
                                 year (c)
<S>               <C>
G.                0
Michael
Swor
R.  Paul          0
Gray

Timothy           0
Novak
</TABLE>

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Values

     The following table provides information  regarding the aggregate exercises
of options by each of the named  executive  officers.  In  addition,  this table
includes  the number of shares  covered by both  exercisable  and  unexercisable
stock options as of December 31, 2001, and the values of "in-the-money"

                                       40

<PAGE>



options,  which values  represent the positive spread between the exercise price
of any such option and the fiscal year-end value of the Company's Common Stock.

Year End Option Values for Executive Officers

<TABLE>
<CAPTION>
Name              Exercised        Value Realized   No. of             Value of
                                                    Unexercised        Unexercised
                                                    Exercisable/       Exercisable/
                                                    Unexercisable      Unexercisable
<S>              <C>              <C>               <C>                <C>
G. Michael        0                0                20,000 (1)         $0
Swor
R.  Paul Gray     0                0                0                  $0
Timothy Novak     0                0                0                  $0
</TABLE>

(1)  These options are exercisable at $1.00.

     Except for certain shares of the Company's Common Stock issued and sold and
options granted to the executive  officers and/or directors of the Company as of
December  31,  2001 in  consideration  for  various  cash,  loans  and  services
performed  for the  Company,  cash or  non-cash  compensation  in the  amount of
$274,500 was awarded to, earned by or paid to executive officers or directors of
the Company for all services  rendered in all  capacities  to the Company  since
January 1, 1996.

     The  Company has adopted an  Employee  Stock  Option Plan and a  Consultant
Stock Option Plan.

Employee Contracts and Agreement

     The Company has an arrangement  with Paychex to provide payroll services to
the Company.

     Effective  June 1,  2001,  the  Board  of  Directors  passed  a  resolution
regarding  the  employment  arrangement  with Dr.  G.  Michael  Swor.  The Board
resolved  that such  arrangement  be for a period of five (5) years at an annual
salary of  $100,000  per year.  Said  salary may be  accumulated  by Dr. Swor if
necessary and may be converted into shares of the Company's  Common Stock at his
election.  For the first year,  said salary may be  converted at 75% of the fair
market value on June 1, 2001. The salary for each subsequent year is convertible
at 75% of the fair market value on June 1 of such year. In addition, during each
year,  Dr. Swor will receive a  performance  bonus equal to 10% of the Company's
earnings before taxes, which bonus is payable quarterly.  This performance bonus
may be  accumulated  as well and is convertible on the same basis as the salary.
Dr.  Swor  also was  granted  a right of first  refusal  to match  the terms and
conditions of any legitimate offer to purchase the assets of the Company made by
an independent third party. Dr. Swor will receive  customary  benefits as may be
available to other  employees.  Lastly,  Dr. Swor was granted the opportunity to
convert  all  accrued  but unpaid  salary due him  through  May 31,  2001 at the
closing bid price on June 1, 2001. Dr. Swor's accrued but unpaid salary amounted

                                       41

<PAGE>



to $93,150 and this was converted  into  4,657,500  shares of restricted  Common
Stock based upon the  applicable  price on June 1, 2001.  The valuation for this
transaction appears as approximately $71,000 on the financial statements for the
period ending December 31, 2001.

Key Man Life Insurance

     The Company is the named  beneficiary  of a key-man life  insurance  policy
currently owned by Dr. Swor, for which the Company reimburses Dr. Swor.

Employee and Consultants Stock Option Plans

Employee Stock Option Plans

     On July 21, 1994,  the Board of Directors  adopted an Employee Stock Option
Plan which is  available  to employees  and  Directors of the Company  ("ESOP").
Pursuant  to the ESOP,  employees  are  given  the  opportunity  to  purchase  a
designated  number of shares of the  Company's  common  stock at a pre-set  flat
rate.  The  options  are  granted  for a period  of seven  (7) years and are not
transferable except by will or laws of descent and distribution. The options may
not be  exercised  unless  the  Company  has  filed  an  effective  registration
statement  on Form S-8  relating  to the shares  underlying  the  option.  As to
employees who are not also  directors,  such employees must agree to remain with
the  Company  for a period of two (2) years from the date the option is granted.
In the event that such  employee is  terminated  during such two (2) year period
for cause or at the request of the employee,  to the extent any options have not
been exercised,  the options  terminate  immediately upon the termination of the
employee.  If  termination  is for any other  reason,  the  employee has two (2)
months  from the date of  termination  to  exercise.  In the case of death,  the
options must be exercised within the lesser of (i) three (3) years from the date
of death or (ii) five (5) years from the option  issuance  date.  In the case of
the  capital  restructure  of the  Company,  the  options  are  effective  as if
exercised prior to the capital  restructuring  event. The employee is limited to
exercise  the  equivalent  of  $100,000  of Common  Stock in the  Company in any
calendar year.

     In  January,  1998,  the Board of  Directors  revised  the term of the ESOP
("1998 Revised  ESOP").  Under the revised plan, the term is now determined by a
Committee   consisting  of  Frank  Clark  and  Sam  Norton  (the  "Stock  Option
Committee").  The Stock  Option  Committee  is  evaluating  recommendations  for
adjusting stock compensation for the Company employees and consultants.

     In January,  1999, the Board of Directors  further  revised the ESOP ("1999
Revised ESOP"). Under the further revised plan which is designated the "Surgical
Safety  Products  1999 Stock  Option  Plan",  employees  qualify for issuance of
Incentive  Stock  Options  under  Section 422 of the Internal  Revenue  Code, as
amended, Non-incentive Stock Options and Reload Options. Directors,  consultants
and  advisors  who  are  issued   options   under  the  plan  only  qualify  for
Non-incentive  Stock Options and Reload  Options.  All of the options under this
plan terminate ten (10) years (except those issued to 10% or more  shareholders,
in which case they  terminate  in five (5)  years)  from  issuance  and vest for
employees  at the rate of  one-third  each  year for three (3) years and vest as
established by the Stock Option Committee for

                                       42

<PAGE>



Directors,  Consultants  and  Advisors.  The plan is  overseen  by the  Board of
Directors or the Stock Option  Committee  and all  issuances  are at fair market
value as defined in the plan (and 110% of fair market value in the case of a 10%
or more shareholder). The plan provides the exercise rights on death, disability
or termination of employment.  The Company may, at its option, provide change of
control  rights to  designated  persons  and if  granted,  the option  holder is
entitled to certain cash payments on all options  granted  whether or not vested
if the Company changes control.

     The Board of Directors  approved the Company's 2000 Stock Plan ("2000 Stock
Plan") on February 7, 2000.  The  shareholders  approved such plan at the Annual
Meeting held on February 28, 2000. The 2000 Stock Plan is substantially  similar
to the 1999 Revised ESOP with the addition that the Stock Compensation Committee
may grant  awards of stock in addition to options  and may grant  awards  and/or
options to members of the Board of Directors  upon  assumption  of a seat on the
Board and upon  reelection of awards of up to 25,000  shares  and/or  options to
purchase up to 25,000  shares of the Company's  Common  Stock.  The 2000 Plan is
funded with  10,000,000  shares of Common  Stock.  This plan  covers  employees,
Officers, Directors,  consultants and advisors. The Board elected to voluntarily
restrict the number of shares granted each year to 1,000,000 in March , 2000.

     Pursuant  to the  1994  ESOP,  the  Company  granted  options  to  purchase
4,166,316 shares of the Company's Common Stock of which 4,166,316. The remaining
options  represent  proceeds on exercise of $0. Under the 1998 Revised ESOP, the
Company granted options to purchase 808,325 shares of the Company's Common Stock
all of which have expired or lapsed.  Under the 1999 Revised  ESOP,  the Company
granted  options to purchase  465,000  shares of the  Company's  Common Stock of
which 395,000 have expired or lapsed.  The remaining options represent  proceeds
on exercise of $106,000. The outstanding options as of this date are as follows:

<TABLE>
<CAPTION>
Employee                  Date Option        No. of Shares      Exercise Price  Term
                           Granted        subject to Exercise                   Years
<S>                        <C>               <C>                  <C>           <C>
1999 Revised ESOP (1)

G. Michael Swor (2)        1/01/99           10,000               $1.00         10
                          12/27/99           10,000               $1.00         10

James Stuart (3)           6/30/99           25,000               $1.72         10

David  Swor (3)            6/30/99           25,000               $1.72         10
</TABLE>

(1)  The Company relied upon Section 4(2) of the Act, Section 517.061(11) of the
     Florida  Code and Section  10-5-9 (13) of the Georgia Code for the grant of
     these options.

(2)  Dr. Swor was granted Non  Incentive  Stock  Options  under the 1999 Revised
     ESOP.

(3)  In June 1999,  the Board granted  options to purchase  25,000 shares of the
     Company's Common Stock at an exercise price of $1.72 to each of its outside
     directors as a bonus for their service on

                                       43

<PAGE>



     the Board of  Directors.  The  Company  granted  such  options  pursuant to
     Section 4(2) of the Act and Rule 506. These options are Non Incentive Stock
     Options under the 1999 Revised ESOP. Due to his  resignation,  David Swor's
     options expired in May 2002.

     In  December  2000,  each board  member  executed a  Voluntary  Restriction
Agreement which requires any certificate  issued upon exercise of the options to
bear a legend that refers to such agreement.  Under such agreements,  the option
holders agreed not to sell, assign,  transfer or hypothecate any shares received
on  exercise  until such time as the  Company  either (i)  reports  revenues  of
$1,500,000  on a Form  10KSB  or Form 10Q SB as filed  with the  Securities  and
Exchange Commission or (ii) reports positive pre- tax earnings on its Form 10KSB
or on two out of three Forms 10Q SB. Each of the  voluntary  agreements is for a
term of two (2) years from execution.

     As part of the C5 merger,  Dr. Swor  executed an  agreement  that  contains
certain lock-up  provisions  regarding his shares and options.  The agreement is
dated October 5, 2001.  Under the agreement,  Dr. Swor is required to consummate
any  sales  of his  shares  in  compliance  with  relevant  securities  laws and
regulations  and he is  prohibited  for a period of 365 days from the closing of
the merger from  selling any of his shares if it will create a daily low trading
price in Surgical's shares.

Consultant Stock Option Plans

     On July 21, 1994,  the Board of Directors  also adopted a Consultant  Stock
Option Plan which is available to certain  consultants  who provide  services to
the  Company  ("CSOP").   Pursuant  to  the  CSOP,  consultants  are  given  the
opportunity  to purchase a designated  number of shares of the Company's  common
stock at a pre-set flat rate.  The options are granted for a period of seven (7)
years  and  are  not  transferable  except  by  will  or  laws  of  descent  and
distribution.  The options may not be exercised  unless the Company has filed an
effective  registration  statement on Form S-8 relating to the shares underlying
the  option.  In the  event  the  consultant's  services  are  terminated,  such
consultant  has two (2) months from the date of termination in which to exercise
and in the case of death,  the estate has the lesser of (i) three (3) years from
the date of death or (ii) five (5) years from the option  issuance date in which
to exercise.  In the case of the capital restructure of the Company, the options
are effective as if exercised prior to the capital  restructuring  event.  There
are no yearly  limitation  on the amount of options  which may be  exercised  by
consultants.

     In  January,  1998,  the Board of  Directors  revised  the term of the CSOP
("1998 Revised CSOP"). Under the revised plan, the term is now determined by the
Stock  Option  Committee.  The  1998  CSOP  requires  that the  options  are not
exercisable for a period of two (2) years from issuance

     In January,  1999,  the Board of  Directors  adopted the 1999  Revised ESOP
which covers consultants and advisors to the Company.

     In February  2000,  the Board of  Directors  adopted  and the  shareholders
approved  the 2000 Stock Plan  which  covers  consultants  and  advisors  to the
Company.


                                       44

<PAGE>



     Pursuant to the 1994 CSOP,  the  Company  has  granted  options to purchase
346,115 shares of the Company's Common Stock of which 346,115 expired or lapsed.
The remaining  options represent  proceeds of $0 to the Company.  Under the 1998
Revised CSOP,  the Company  granted  options to purchase  129,000  shares of the
Company's Common Stock of which 125,000 expired or lapsed. The remaining options
represent of $2,000 to the Company.  Under the 1999  Revised  ESOP,  the Company
granted options to purchase  312,500 shares of the Company's Common Stock all of
which have expired or lapsed. Under the 2000 Plan, the Company awarded 1,000,000
of  its  Common  Stock  and  option  to  purchase  244,000  shares  that  remain
outstanding. The remaining options represent $61,000 of proceeds to the Company.
The outstanding options as of this date are as follows:

<TABLE>
<CAPTION>
Consultant/                         Date Option          No. of Shares        Exercise Price    Term
Services Rendered                     Granted          subject to Exercise                      Years
<S>                                 <C>                  <C>                    <C>              <C>
1994 CSOP(1)(2)

Danielle Chevalier                  07/21/94                3,156               $.317             7
   For marketing assistance
   at conventions

Donna Haiduven                      07/21/94               15,782               $.317             7
   For medical advisory and
   clinical studies

Leann Swor                          07/21/94                6,313               $.317             7
   For marketing assistance
   at conventions

1998 Revised CSOP (2)

Danielle Chevalier                  01/01/98                2,000               $0.50             7
   For marketing assistance
   at conventions

Leann Swor                          01/01/98                2,000               $.050             7
   For marketing assistance
   at conventions

2000 Plan (2)(3)

Donald F.  Mintmire                 08/16/00              244,000               $0.25            10
 Legal Services by
 Mintmire & Associates
</TABLE>


                                       45

<PAGE>



(1)  The options  granted  under the 1994 CSOP have been adjusted to reflect the
     new conversion rate in accordance with the capital restructuring  provision
     which came into  effect  when  Surgical  Safety  Products,  Inc. of Florida
     merged into Sheffeld Acres, Inc., the surviving New York corporation.

(2)  The Company relied upon Section 4(2) of the Act and Section  517.061(11) of
     the Florida Code for the grant of these options.

(3)  In addition to  options,  the 2000 Plan allows for an award of shares.  The
     Company issued a total of 350,000 to Global Development  Associates ("GDA")
     in August and October 2000.

Compensation of Directors

     The Company has no standard  arrangements for compensating the directors of
the Company for their attendance at meetings of the Board of Directors.  As part
of the 2000 Stock Plan approved by the Board of Directors and shareholders,  the
Stock  Compensation  Committee  may grant awards of stock in addition to options
and may grant awards  and/or  options to members of the Board of Directors  upon
assumption of a seat on the Board and upon  reelection of awards of up to 25,000
shares and/or  options to purchase up to 25,000  shares of the Company's  Common
Stock.  The 2000 Plan is funded with  10,000,000  shares of Common Stock and was
amended  to  provide  for the  granting  of not more than  options  to  purchase
1,000,000 shares per year.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets  forth  information  as of  December  31,  2001,
regarding the ownership of the Company's Common Stock by each shareholder  known
by the Company to be the beneficial  owner of more than five percent (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and  investment  power with respect to the share of Common Stock
beneficially owned.

<TABLE>
<CAPTION>
Name and Address of            Title of     Amount and Nature of    Percent of
   Beneficial Owner              Class      Beneficial Owner         Class (1)
--------------------------------------------------------------------------------
<S>                             <C>           <C>                    <C>
William Danielczyk (2)(3)(4)    Common        2,200,448                4.80%
9424 Beauregard Avenue
Manassas, VA 20110

Dr. G. Michael Swor             Common        6,494,445               14.17%
4485 S. Shade Avenue
Sarasota, FL 34231
</TABLE>



                                                         46

<PAGE>


<TABLE>
<S>                             <C>           <C>                    <C>
R.  Paul Gray (3)(4)(5)         Common         1,907,032              4.16%
43389 Deepspring Court
Ashburn, VA 20147

Timothy Novak                   Common         5,442,432             11.87%
7216 River Club Boulevard
Bradenton, FL 34202

James D. Stuart (6)             Common           548,973              1.20%
880 Jupiter Park Drive
Suite 14
Jupiter, FL 33458

David Swor (7)                  Common           523,445              1.14%
6000 Forrest Boulevard
Fort Meyers, FL 33908

Robert Lyles (8)                Common         1,760,348              3.84%
4520 King Street
Suite 206
Alexandria, VA 22302

The Bentley Group LLC (3)       Common         3,431,533              7.49%
c/o William Danielczyk
9813 Godwin Drive
Manassas, VA 20110

Reli-Communications Inc. (4)    Common         3,507,000              7.65%
c/o William Danielczyk
9813 Godwin Drive
Manassas, VA 20110

All Executive Officers and Directors          25,815,656             56.33%
as a Group (eight (8) persons)(3)(4)
----------
</TABLE>

(1)  The percentages are based upon 45,831,083  shares of issued and outstanding
     shares of voting  stock of the  registrant  issued  and  outstanding  as of
     December  31,  2001 (this  includes  42,324,083  shares  that appear on the
     Balance Sheet and the  3,507,000  shares which the Company was obligated to
     issue on December 31, 2001 to Reli). In addition to the shares owned by the
     Executive   Officers  and  Directors,   said  officers  and  directors  own
     (including  those  beneficially  held) options to purchase 70,000 shares of
     the Company's  Common Stock and 25,000 warrants  purchased by David Swor in
     1999 under a self-directed private placement. In the event all such

                                       47

<PAGE>



     options and  warrants to purchase  were  exercised,  this group would own a
     total of  25,910,656  shares of the  Company's  Common  Stock  which  would
     represent 56.42% of the total shares of Common Stock outstanding. Under the
     1999  Revised ESOP all of these  options may be  exercised  within 60 days;
     however,  in all cases,  the exercise  price far exceeds the current market
     price quoted on the OTC BB. Due to his resignation,  25,000 of David Swor's
     options from 1999 expired in May 2002.

(2)  Mr. Danielczyk is the beneficial owner of 50% of Bentley's 3,431,533 shares
     which are calculated separately.

(3)  Bentley  is owned  50% each by Mr.  Danielczyk  and Mr.  Gray.  Each can be
     deemed the  beneficial  owner of 50% of these  shares.  Accordingly,  these
     shares have been included in the  calculation of all officers and directors
     as a group.

(4)  Reli is  owned  35% by Mr.  Danielczyk  and  20% by Mr.  Gray.  Since  this
     represents a majority interest in Reli, the beneficial  ownership of Reli's
     shares have been deemed owned by Mr.  Danielczyk  or Mr. Gray and have been
     included in the  calculation  of all officers and directors as a group.  In
     addition  to these  shares,  and not  included  in this  calculation,  Reli
     invested  a total of $61,500  during the period  January 1, 2002 to May 20,
     2002 for which the Company is  obligated to issue  2,050,000  shares of its
     Common Stock.

(5)  Mr. Gray owns all of his shares beneficially, 953,516 under the RPG LLC and
     953,516  under  the R.  Paul  Gray  Family  LLC.  Further  Mr.  Gray is the
     beneficial owner of 50% of Bentley's  3,431,533 shares which are calculated
     separately.

(6)  These shares are a portion of the 816,619 shares which Mr. Stuart  received
     as a gift from Dr. Swor in 1996.

(7)  Mr. Swor purchased 50,000 shares of the Company's  restricted  Common Stock
     and warrants to purchase 25,000 shares of the Company's  restricted  Common
     Stock exercisable at the price of $1.00 for a term of five (5) years on the
     same  terms  as  other  investors  in  a  self-directed  private  placement
     commenced by the Company in April 1999.

(8)  Mr.  Lyles  owns all of his  shares  beneficially  through  Paragon  Assets
     Limited Partnership.

Item 12.  Certain Relationships and Related Transactions

     In April 1999,  the Company  commenced a  self-directed  private  placement
offering of its restricted Common Stock and warrants for which it received gross
proceeds  of  $475,000,  for  which two  former  Directors  and David  Swor each
purchased  50,000 shares and were granted  warrants to purchase 25,000 shares on
the same terms as  outside  investors.  Pursuant  to such  offering,  a total of
950,000  shares of restricted  Common Stock were issued and warrants to purchase
475,000 shares of the Company's  restricted Common Stock at an exercise price of
$1.00 exercisable within five (5) years were granted. The

                                       48

<PAGE>



Company  conducted  this  offering  pursuant to Section 4(2) of the Act and Rule
506. No offering  memorandum was used in connection  with this offering.  Rather
investors were provided with access to the Company's  Registration  Statement on
Form 10SB, as amended, its Form 10K for the year ended December 31, 1999 and its
Form 10Q for the 1st Quarter 1999, all of which were filed with the SEC.

     In December 1999, the Company executed the TK Loan Commitment. Prior to the
cancellation,  the  Company  could  request  additional  draws  of no less  than
$500,000  provided  its  Common  Stock had  traded for a minimum of $1.00 for 20
consecutive  days and the  stock  has had an  average  trading  volume of 25,000
shares for the same period.  Due to the Company's  current share price,  it does
not qualify for  additional  draws at this time.  Under the terms of the TK Loan
Commitment,  each  installment was supported by a convertible  note and security
agreement and the Agent and Lender were granted  warrants to purchase  shares of
the Company's Common Stock. Further,  2,700,000 shares were held by TK in escrow
for the potential conversion under the notes or exercise of the warrants. As the
conversions  were made,  the number of shares held in escrow was reduced.  Under
the terms of the TK Loan  Agreement,  an initial  loan of  $650,000  was made on
December 30, 1999. On March 31, 2000 the Company  received a second  installment
under the TK Commitment in the amount of $650,000. On April 28, 2000, TK elected
to convert $100,000 of outstanding  principal and $2,630 of the accrued interest
into shares of Common  Stock at a price of $0.5625  per share which  represented
182,453 shares.  On June 9, 2000, TK elected to convert  $120,000 of outstanding
principal  and $4,129 of the accrued  interest  into shares of Common Stock at a
price of $0.375 per share which represented 331,010 shares. On July 11, 2000, TK
elected to convert $40,000 of outstanding principal and $1,683.13 of the accrued
interest  into  shares of  Common  Stock at a price of  $0.375  per share  which
represented111,155  shares.  On October 24, 2000, TK elected to convert $250,000
of  outstanding  principal  and $16,219 of the accrued  interest  into shares of
Common Stock at a price of $0.375 per share which represented709,918 shares. The
Company  granted TK  registration  rights and was  obligated  to file a Form S-3
within  sixty  (60) days of the  agreement.  The  Company  filed a  registration
statement on Form S-3 on March 2, 2000 covering  initially  20,038,097 shares of
its Common Stock. The issuance of the securities was made pursuant to Regulation
S of the Act. The Form S-3  registration  statement  was  declared  effective on
April 11, 2000. Since the Company did not meet financial  projections which were
an  integral  part of the  transaction,  TK and the  Company  re-negotiated  the
arrangement  which  terminated the TK Commitment and settled all matters between
the parties.

     Pursuant to the Cancellation Agreement, TK agreed to convert the balance of
the  December  1999 debt in the  amount of  $140,000  plus  accrued  and  unpaid
interest  in the amount of $12,395  and to  convert  $90,000 on the  installment
given on March 31, 2000 under the TK Commitment plus accrued and unpaid interest
of $6,175 into a total of 662,854  shares of the Common Stock  registered by the
Form S-3 registration,  thereby leaving an outstanding  principal balance dating
to March 31,  2000 of $560,000  plus  accrued  and unpaid  interest  (the "March
Balance"). Interest on the March Balance shall continue to accrue at the rate of
eight percent (8%) per annum;  however,  all future  interest  payments,  at the
option of the Company,  may be made in cash or by delivery of registered  shares
at a conversion  price equal per share equal to the amount of accrued and unpaid
interest as of the  conversion  or  repayment  date  divided by the five (5) day
average closing bid price prior to the conversion or repayment date. Further, TK
committed,  subject to not exceeding  ownership of 4.99%,  to convert as soon as
possible the March Balance. The

                                       49

<PAGE>



Company may continue to repay all or any part of the March  Balance in cash.  TK
agreed to return all shares  held in escrow  and agreed to a  triangular  merger
contemplated by the Company.  Provided such merger occurred before May 15, 2001,
TK agreed not to sell,  directly or indirectly,  more than  twenty-five  percent
(25%) of the Company's volume in any trading day. Such anticipated merger, to be
discuss  below,  did not occur  before May 15,  2001.  In  consideration  of the
Cancellation Agreement and the accelerated conversion into the Company's shares,
the Company  agreed to issue 682,108  shares of its  restricted  Common Stock in
relation  to the  balance  of the  December  1999 debt which was  converted  and
3,109,487  shares of its  restricted  Common  Stock in relation to the March 31,
2000 installment as bonus shares (the "Bonus Shares") Additionally,  the Company
granted,  for a period of two years, both the Lender and the Agent each warrants
to purchase 380,000 shares of the Company's  restricted  Common Stock at $0.1846
per share (the "Bonus Warrants"). Until fully converted, TK was given the option
to place an independent third party on the Company's Board of Directors.  Of the
20,038,097  shares  registered on Form S-3, only those shares issued pursuant to
the earlier  conversions  and pursuant to the agreement and original  Lender and
Agent  Warrants  would be  registered  with the  balance  deemed  null and void.
Accordingly,  the  registration of 13,255,946  potentially  issuable  registered
shares would be null and void and such shares would not be issued.

     Following  execution  of  the  Cancellation   Agreement,  TK  converted  an
additional  $243,665 of  principal  on the March  Balance and accrued and unpaid
interest  in the  amount  of  $19,601  into  a  total  of  702,043  shares.  The
certificate  for shares held in escrow was  canceled and there are no longer any
escrowed  shares in relation to the  arrangements  between  the  parties.  As of
December 31, 2001,  the accrued and unpaid  interest is $25,376.  As of the date
hereof,  the  principal  indebtedness  to TK is in the amount of  $316,335  plus
accrued and unpaid interest from March 31, 2000.

     Effective June 7, 2000, the Company's line of credit with  SouthTrust  Bank
in the amount of $100,000 was renewed through August 12, 2000, with an option to
extend the maturity until October 15, 2000 if the Company  pledged a certificate
of deposit in the amount of $25,000.  The interest  rate was prime plus 1.5% and
the line was secured by the Company's equipment,  receivables and inventory. The
line was  guaranteed  personally by Dr. Swor.  The line of credit was renewed on
October 15, 2000 and the maturity  date is December 31,  2000.  The  outstanding
balance at such time was $100,000.  The Company  pledged an  additional  $25,000
certificate  of  deposit  to secure  the line.  As of  December  31,  2000,  the
outstanding  balance was $100,000.  In the first half of 2001,  the Company paid
down the line of credit  with the two (2)  pledged  certificates  of deposit and
$5,000  in  cash.  The  Company,  through  a loan  from Dr.  Swor,  paid off the
outstanding  balance plus accrued  interest on July 27, 2001. There currently is
$51,187 due to Dr. Swor for this payment.

     On August 16, 2000, the Company finalized a consulting  agreement with GDA.
Under the  agreement,  GDA was to  provide  business  and  marketing  consulting
services,  assist  in  the  implementation  of  a  strategic  plan  and  assist,
coordinate and monitor the Company's investor  relations program.  The agreement
was for a term of three (3) months, which term could be extended by the Company.
In lieu of cash payments for services,  GDA agreed to accept  200,000  shares of
the Company's  Common Stock under the Company's  2000 Stock Plan approved by its
Shareholders  on February 28, 2000. On October 25, 2000, the Company  executed a
second agreement with GDA which, effectively, extends its initial agreement with

                                       50

<PAGE>



GDA for another  term of three (3)  months.  In lieu of cash  payments,  for its
services,  GDA agreed to accept an  additional  150,000  shares of the Company's
Common  Stock  under the  Company's  2000  Stock  Plan.  There  were no  further
renewals.

     Effective  June 1,  2001,  the  Board  of  Directors  passed  a  resolution
regarding the employment arrangement with Dr. Swor. The Board resolved that such
arrangement  be for a period of five (5) years at an annual  salary of  $100,000
per year.  Said salary may be  accumulated  by Dr. Swor if necessary  and may be
converted  into shares of the Company's  Common Stock at his  election.  For the
first year, said salary may be converted at 75% of the fair market value on June
1, 2001. The salary for each  subsequent  year is convertible at 75% of the fair
market  value on June 1 of such year.  In addition,  during each year,  Dr. Swor
will receive a performance  bonus equal to 10% of the Company's  earnings before
taxes,  which  bonus  is  payable  quarterly.  This  performance  bonus  may  be
accumulated as well and is convertible on the same basis as the salary. Dr. Swor
also was granted a right of first  refusal to match the terms and  conditions of
any  legitimate  offer  to  purchase  the  assets  of  the  Company  made  by an
independent  third  party.  Dr. Swor will receive  customary  benefits as may be
available to other  employees.  Lastly,  Dr. Swor was granted the opportunity to
convert  all  accrued  but unpaid  salary due him  through  May 31,  2001 at the
closing bid price on June 1, 2001. Dr. Swor's accrued but unpaid salary amounted
to $93,150 and this was converted  into  4,657,500  shares of restricted  Common
Stock based upon the  applicable  price on June 1, 2001.  The valuation for this
transaction appears as approximately $71,000 on the financial statements for the
period ending December 31, 2001.

     Effective June 1, 2001, the Board of Directors passed a further  resolution
awarding  500,000  shares of its  restricted  Common Stock to the acting  office
manager  in  consideration  of her past and  future  efforts  on  behalf  of the
Company.  Said shares were valued at $10,000 based upon the applicable  price on
June 1, 2001. The valuation for this transaction appears as approximately $7,700
in the financial statements for the period ending December 31, 2001.

     Surgical  executed a Term Sheet with C5 on July 10, 2001  whereby C5 agreed
to merge into OIX,  Inc.,  the  Company's  wholly owned  subsidiary  The reverse
triangular  merger was  executed  on  September  15,  2001 to take  effect  upon
completion  of the filings of the  Articles of Merger with the States of Florida
and Delaware. Such filings were effective date on October 26, 2001.

     Under the  merger,  the Company  acquired  all of the shares of C5 from the
eleven (11) C5 shareholders in exchange for 20,022,889 shares in the Company and
merged OIX into C5. This issuance  effectively  changed  control in the Company.
The  Company's  shares were issued in  accordance  with Rule 506 of Regulation D
promulgated under the Securities Act of 1933, as amended,  and the Blue Sky laws
of Virginia and Florida.

     In  addition,  the  Company  elected  three (3) new members to its Board of
Directors  to fill  three (3)  vacancies  on the  Board to serve  until the next
shareholder  meeting,  each of whom  had  served  on the  Board  of C5.  William
Danielczyk was elected  Chairman of the Board, and R. Paul Gray and Robert Lyles
were named as Directors to serve along with the existing  Directors,  G. Michael
Swor,  David Swor and James  Stuart.  G. Michael  Swor will  continue as interim
Chief Executive Officer. Mr. Gray was elected as

                                       51

<PAGE>



Secretary and Treasurer and is the acting Chief Financial  Officer until another
qualified  professional can be hired. Timothy Novak was elected as President and
Chief Operating Officer.

     At the time of the merger,  by virtue of the acquisition of C5, the Company
assumed  certain  liabilities.  In this regard,  the Company is obligated to pay
various promissory notes including the following:

1.   Promissory  Notes  in the  total  face  amount  of  $57,500  to  seven  (7)
     individuals who are  unaffiliated to the Company or C5. The notes carried a
     premium  of 10% of the  principal  amount,  and  entitled  each of the note
     holders to an  additional  premium  of one share of common  stock of C5 for
     each $2 loaned to C5 prior to the merger.  The notes are  convertible  into
     common  shares of C5 at a rate of $.50 per share.  C5 paid the  premium and
     recorded  the 30,000  shares of common stock due as  additional  premium at
     $.05 per share.  None of the 30,000  shares of C5 stock have been issued to
     the respective lenders and the notes were originally due on August 27, 2001
     and were in default at December 31, 2001.

2.   A Secured  Promissory  Note in the face amount of  $500,000  issued May 22,
     2001 by C5 and bearing  interest at a fixed rate of 8.5% per annum  payable
     to MHC as part of the  acquisition by C5 of MHC's assets.  The note was due
     originally on August 22, 2001 with all accrued interest. It was extended to
     December 31, 2001.  MHC has agreed to extend the note to December 31, 2002.
     The note is secured by the assets C5 acquired from MHC.

3.   A Secured  Promissory  Note in the face amount of $460,000 issued August 1,
     2001 by C5, which bears interest in the vent of default at the rate of 8.5%
     per annum and is payable to MHC.  The note was  originally  due on July 31,
     2002.  MHC has agreed to extend the note to December 31, 2002.  The note is
     secured by the assets of C5 acquired by MHC.

4.   Unsecured  Promissory  Notes in the total face amount of $45,000  issued in
     June 2001 by C5 and payable to Mr. Gray and Mr. Novak  bearing  interest at
     the fixed rate of 9.5% on due on demand. Mr. Gray and Mr. Novak have agreed
     to extend these notes until December 31, 2002.

     Mr. Danielczyk  incorporated MHC in Delaware in March 1999 and acted as its
Director  and Chief  Executive  Officer.  Mr.  Danielczyk  owns 20% of MHC.  Mr.
Danielczyk  was the  Chairman  of the  Board  of C5 from  June  2001  and  owned
individually  and  beneficially  through  Bentley  19.56%  at  the  time  of its
acquisition  by the Company.  Mr.  Danielcyck is a Director and Chief  Executive
Officer  from May  2001 of Reli  that  has  engaged  in  certain  related  party
transactions  with C5 and Mr.  Danielcyck owns 35% of Reli. Reli owned 2.93 % of
C5 at the time of C5's  acquisition  by the  Company.  Mr.  Danielczyk  owns 50%
Bentley, and is its Managing Partner. Bentley owned 17.14 % of C5 at the time of
C5's acquisition by the Company.

     Mr. Gray acted as a Director and Chief Financial Officer of MHC from August
1999.  Mr.  Gray owns 15% of MHC.  Mr. Gray was a Director  and Chief  Financial
Officer of C5 from June 2001 and

                                       52

<PAGE>



owned  individually and  beneficially  through Bentley 18.09% at the time of its
acquisition by the Company.  Mr. Gray is a Director and Chief Financial  Officer
from May 2001 of Reli and owns 20% of Reli. Mr. Gray owns 50% Bentley.

     Mr. Novak has been a Director,  President and Chief Operating Officer of C5
since its  formation  in April 2001 and owned 27.18% of C5  individually  at the
time of its  acquisition  by the  Company.  In  addition  to his duties with the
Company and C5, he was elected a Vice  President of Reli in March 2002. He holds
no ownership in that company.

     Mr. Lyles has been a Director of C5 since June 2001 and owned  beneficially
through  Paragon  Asset  Limited   Partnership  8.79%  of  C5  individually  and
beneficially at the time of its  acquisition by the Company.  He is also the 50%
owner of Core Care. Core Care was the original  lessee of the Company's  current
offices  which have been  occupied by C5 since the inception of the lease in the
April 2001 and occupied by the Company since  October  2001.  Core Care assigned
all of its rights,  title and interest in this lease to the Company in May 2002.
See Item 2. "Description of Property."

     As part of the merger, Dr. Swor executed an agreement that contains certain
lock-up  provisions  regarding  his shares and options.  The  agreement is dated
October 5, 2001.  Under the  agreement,  Dr. Swor is required to consummate  any
sales of his shares in compliance with relevant  securities laws and regulations
and he is  prohibited  for a period of 365 days from the  closing  of the merger
from  selling any of his shares if it will  create a daily low trading  price in
Surgical's shares.

     During the last quarter of 2001,  Reli  invested a total of $105,216 in the
Company  for which the Company is  obligated  to issue  3,507,000  shares of its
Common Stock.

     At December 31, 2001,  the Company was indebted to Dr. Swor  for$41,563  of
advances he made on behalf of the Company  that bear  interest at the fixed rate
of 10% per annum that are due on demand. In addition, the Company is indebted to
Dr.  Swor in the amount of $76,700 to cover the  $51,187 for the payment he made
to  SouthTrust  and  other  working   capital   advances.   These  advances  are
non-interest bearing and due on demand.

     From January 1, 2002 to May 20, 2002, Reli invested  $61,500 in the Company
in exchange for which the Company is obligated to issue 2,050,000  shares of its
Common Stock.

     As of December 31, 2001, the Company owed employees, exclusive of officers,
deferred  compensation in the amount of $30,000,  officers deferred compensation
in the amount of $75,833 and Bentley,  which is controlled by Mr. Danielczyk and
Mr. Gray, consulting fees in the amount of $11,149.



                                       53

<PAGE>



Item 13.  Exhibits and Reports on Form 8-K

     (a) Exhibits

<TABLE>
<CAPTION>
Item No.          Description
-----------------------------------
<S>               <C>
2.1               Agreement and Plan of Merger and Reorganization between Surgical Safety Products,
                  Inc., OIX, Inc.  and C5 Health Inc dated September 15, 2001 effective October 26,
                  2001 [14]

3.(I).1           Articles of Incorporation of Surgical Safety Products, Inc., a Florida corporation filed
                  May 15, 1992 [1]

3.(I).2           Articles of Amendment filed December 9, 1992 [1]

3.(I).3           Articles of Amendment filed July 19, 1994 [1]

3.(I).4           Articles of Amendment filed October 11, 1994 [1]

3.(I).5           Articles of Incorporation of Sheffeld Acres, Inc., a New York Corporation filed May 7,
                  1993 [1]

3.(I).6           Articles of Merger filed in the State of Florida October 12, 1994 [1]

3.(I).7           Certificate of Merger filed in the State of New York February 8, 1995 [1]

3.(I).8           Certificate to Do Business in the State of Florida filed April 11, 1995 [1]

3.(I).9           Certificate of Amendment filed May 1, 1998 [1]

3.(I).10          Certificate of Amendment filed February 28, 2000 [7]

3.(II).1          Bylaws of Sheffeld Acres, Inc., now known as Surgical Safety Products, Inc. [1]

3.(II).2          Amended Bylaws of Surgical Safety Products, Inc. [2]

10.1              Acquisition of Endex Systems, Inc. d/b/a/ InterActive PIE dated December 8, 1997 [1]

10.2              Prepaid Capital Lease Agreement with Community Health Corporation relative to
                  Sarasota Medical Hospital OASiS Installation dated January 30, 1998 [1]

10.3              Letter of Intent with United States Surgical Corporation dated February 12, 1998 [1]
</TABLE>


                                                         54

<PAGE>


<TABLE>
<S>               <C>
10.4              Form of Rockford Industries, Inc. Rental Agreement and Equipment Schedule to
                  Master Lease Agreement [1]

10.5              Ad-Vantagenet Letter of Intent dated June 19, 1998 [1]

10.6              Distribution Agreement with Morrison International Inc. dated September 30, 1996 [1]

10.7              Distribution Agreement with Hospital News dated August 1, 1997 [1]

10.8              Clinical Products Testing Agreement with Sarasota Memorial Hospital dated January
                  30, 1998 [1]

10.9              Real Estate Lease for Executive Offices effective June 1, 1998 [1]

10.10             Employment Agreement with Donald K. Lawrence dated April 1, 1997 [1]

10.11             Employment Agreement with G. Michael Swor dated June 15, 1998 [1]

10.12             Employment Agreement with Frank M. Clark dated June 15, 1998 [1]

10.13             Agreement for Consulting Services with Stockstowatch.com Inc. dated March 30,
                  1988 [1]

10.14             Form of Employee Option Agreement dated July 1994 [1]

10.15             Form of Employee Option Agreement dated 1998 [1]

10.16             Form of Consultants Option Agreement dated July 1994 [1]

10.17             Form of Consultants Option Agreement dated 1998 [1]

10.18             Confidential Private Offering Memorandum dated May 30, 1995 [1]

10.19             Supplement to Private Offering Memorandum dated October 30, 1995 [1]

10.20             Stock Option Agreement with Bay Breeze Enterprises LLC dated April 9, 1998 [1]

10.21             Revolving Loan Agreement, Revolving Note, Security Agreement with SouthTrust
                  Bank dated May 2, 1997 [1]

10.22             Agreement between the Company and T. T. Communications, Inc. dated October 15,
                  1998 [2]
</TABLE>


                                       55

<PAGE>


<TABLE>
<S>               <C>
10.23             Agreement between the Company and U.S. Surgical Corporation dated October 28,
                  1998. [2]

10.24             Collaborative Agreement between the Company and Dr. William B. Saye dated
                  November 16, 1998. [2]

10.25             Kiosk Information System, Inc. Purchase Order dated November 3, 1998 [2]

10.26             Surgical Safety Products 1999 Stock Option Plan adopted January 1999 [2]

10.27             Form of the Employee Option Agreement under the Surgical Safety Products 1999
                  Stock Option Plan dated January 1999 [2]

10.28             Form of the Director, Consultant and Advisor Option Agreement under the Surgical
                  Safety Products 1999 Stock Option Plan dated January 1999 [2]

10.29             Verio, Inc. Access Service Agreement dated February 16, 1999. [2]

10.30             Form of Investor Subscription Documents and Agreements relative to the April 1999
                  Self Directed Private Placement Offering under Rule 506 of Regulation D. [3]

10.31             Form of the Warrant issued pursuant to the April 1999 Self Directed Private Placement
                  Offering under Rule 506 of Regulation D. [3]

10.32             Consulting Agreement dated April 1999 with Koritz Group, LLC. [3]

10.33             Agreement dated April 1999 with KJS Investment Corporation. [4]

10.34             Agreement dated May 1999 with Ten Peaks Capital Corp. [4]

10.35             Private Partner Network Agreement dated July 30, 1999 with US Surgical [5]

10.36             Staff/Client Leasing Agreement dated October 16, 1999, as amended September 15,
                  1999 [5]

10.37             Agreement dated July 15, 1999 with Triton Capital Inc.[6]

10.38             Effective December 30, 1999, Loan Agreement, Note, Security Agreement, Lender's
                  Warrant, Agent's Warrant, Registration Rights Agreement and Escrow Agreement
                  relative to the December 1999 transaction with Thomson Kernaghan & Co., Inc.  and
                  Amendment thereto. [7]

10.39             Effective January 3, 2000 IBM Customer Agreement and Statement of Work. [7]
</TABLE>

                                       56

<PAGE>


<TABLE>
<S>               <C>
10.40             Investment Banking Services Agreement dated February 2, 2000 with Dunwoody
                  Brokerage Services Inc. [8]

10.41             Consulting Agreement dated February 15, 2000 with Global Development Advisors
                  Inc. [8]

10.42             Surgical Safety Products 2000 Stock Option and Award Plan [8]

10.43             Agreement with Steel Beach Productions dated February 29, 2000 [9].

10.44             Agreement with Horizon Marketing Group dated May 16, 2000 [10]

10.45             Agreement with EPIX dated May 25, 2000 [10]

10.46             Amendment to the Company's 2000 Stock Option and Awards Plan dated June 6, 2000
                  [10]

10.47             Revolving Loan Agreement, Revolving Note, Security Agreement with SouthTrust
                  Bank dated June 7, 2000 [10]

10.48             Agreement with AORN effective July 1, 2000 [10]

10.49             Agreement with Carver Cross dated July 6, 2000 [10]

10.50             Agreement with U.S. Surgical effective June 28, 2000 [11]

10.51             Agreement with Imagyn dated September 18, 2000 [12]

10.52             Agreement with Haemacure dated September 19, 2000 [12]

10.53             Agreement with Storz dated September 29, 2000 [12]

10.54             Agreement with Quantum dated October 6, 2000 [12]

10.55             Agreement with Stryker dated October 9, 2000 [12]

10.56             Property Lease dated October 13, 2000 [12]

10.57             Agreement with GDA dated October 25, 2000 [12]

10.58             Loan Cancellation and Settlement Agreement with Thomson Kernaghan & Co.  Ltd.
                  effective February 7, 2001 [13]
</TABLE>


                                       57

<PAGE>


<TABLE>
<S>               <C>
10.59             Term Sheet for merger with Emagicsoft Technologies Inc. dated February, 2001 [13]

10.60             Selective HR Solutions Agreement dated March 2001. [13]

10.61             DeRoyal Industries, Inc.  Agreement dated 2001 [13]

10.62             Lock Out Agreement dated October 5, 2001 between Surgical Safety Products, Inc.,
                  C5 Health, Inc.  and Dr. Swor. [15]

10.63    *        Form of the Convertible Secured Promissory Note of C5 Assumed at the Merger

10.64    *        Secured Promissory Note to Millennium dated May 2001

10.65    *        Extension Agreement of Millennium May 2001 assumed at the Merger

10.66    *        Secured Promissory Note to Millennium dated August 2001 assumed at the Merger

10.67    *        Letter Agreement from Millennium extending May and August 2001 Notes to
                  December 31, 2002

10.68    *        Form of Unsecured Promissory Note due to Mr. Novak and Mr. Gray assumed at the
                  Merger

10.69    *        Letter Agreement from Mr. Novak extending due date of Unsecured Promissory Note
                  to December 31, 2002

10.70    *        Letter Agreement from Mr. Gray extending due date of Unsecured Promissory Note to
                  December 31, 2002

10.71    *        Lease Agreement, Assignment and Amendment for Corporate Offices

13.1              Definitive Proxy Statement filed February 28, 2000 [8]

16.1              Letter on change of certifying accountant pursuant to Regulation SK Section 304(a)(3)
                  [16]

16.2              Letter on change of certifying accountant pursuant to Regulation SK Section 304(a)(3)
                  [17]

16.3              Letter dated November 16, 2001 from Kerkering, Barbario & Co, PA to the SEC [18]

16.4              Letter dated November 22, 2001 from Kerkering, Barbario & Co, PA to the SEC  [18]

16.5              Letter dated January 7, 2002 from Kerkering, Barbario & Co., PA to the SEC. [19]
----------
</TABLE>


                                       58

<PAGE>



[1]  Previously filed with the Company's Form 10SB

[2]  Previously filed with the Company's Amendment No. 1 to the Form 10SB

[3]  Previously  filed with the Company's Form 10QSB for the Quarter ended March
     30, 1999

[4]  Previously  filed with the Company's  Form 10QSB for the Quarter ended June
     30, 1999

[5]  Previously filed with the Company's Amendment No. 2 to the Form 10SB

[6]  Previously  filed  with the  Company's  Form  10QSB for the  Quarter  ended
     September 30, 1999

[7]  Previously filed with the Company's Form S-3 on March 2, 2000.

[8]  Previously  filed with the  Company's  Form 10KSB for the fiscal year ended
     December 31, 1999.

[9]  Previously  filed with the Company's Form 10QSB for the Quarter ended March
     31, 2000.

[10] Previously  filed with the Company's  Form 10QSB for the Quarter ended June
     30, 2000.

[11] Previously  filed with the Company's  Amendment 3 to the Form 10QSB for the
     Quarter ended June 30, 2000.

[12] Previously  filed  with the  Company's  Form  10QSB for the  Quarter  ended
     September 30, 2000.

[13] Previously  filed with the  Company's  Form 10KSB for the fiscal year ended
     December 31, 2000.

[14] Previously filed with the Company's Form 8K filed October 4, 2001

[15] Previously  filed  with the  Company's  Form  10QSB for the  Quarter  ended
     September 30, 2001.

[16] Previously  filed  with  the  Company's  Form  8K  relative  to  change  of
     accountants on November 16, 2001

[17] Previously  filed  with the  Company"  Form  8K/A  relative  to  change  of
     accountants on November 21, 2001

[18] Previously  filed  with  the  Company's  Form  8K  relative  to  change  of
     accountants on November 29, 2001


                                       59

<PAGE>



[19] Previously  filed  with  the  Company's  Form  8K  relative  to  change  of
     accountants on May 9, 2002

     (b) Reports on Form 8K

     Form 8K filed October 4, 2001  reporting  under Item 5 the execution of the
     C5 Merger  Agreement  to be effective at the time of filing with the States
     of Florida and Delaware.  This filing was amended to included the Financial
     Statements of C5 on the Form 8K/A filed on March 11, 2002.

     Form 9K filed  November  16, 2001  reporting  change of  accountants.  This
     filing was amended for technical  corrections to the accountants  letter on
     For 8K/A on November 21, 2001, November 29, 2001 and May 5, 2002

     There were no other Form 8K filings made during this quarter.



                                       60

<PAGE>



                                    SIGNATURE

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

                         Surgical Safety Products, Inc.
                                  (Registrant)


Date: May29, 2002             By: /s/ R.  Paul Gray
                              ---------------------------------------
                              R.  Paul Gray
                              Secretary, Treasurer and Acting Chief
                              Financial Officer


     Pursuant to the  requirements  of the  Exchange  Act,  this report has been
signed by the following persons in the capacities and on the dates indicated.

Signature                   Title                                 Date

/s/ William Danielczyk      Chairman of the Board                 May 29, 2002
-----------------------
William Danielczyk


/s/ G.  Michael Swor        Director and Chief Executive          May 29, 2002
-----------------------     Officer
 G. Michael Swor


/s/ R.  Paul Gray           Director, Secretary, Treasurer        May 29, 2002
-----------------------     and Acting Chief Financial Officer
R.  Paul Gray


/s/ James D. Stuart         Director                              May 29, 2002
-----------------------
 James D. Stuart

/s/ Timothy Novak           Director, President and Chief         May 29, 2002
-----------------------     Operating Officer
Timothy Novak


                                       61