SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -----------------------
                                  FORM 10-KSB/A

                                 Amendment No. 1

[X]      Annual report under Section 13 or 15(d) of the Securities  Exchange Act
         of 1934 For the fiscal year ended: May 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 Number: 0-16206

                             -----------------------
                         OAK TREE MEDICAL SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

               DELAWARE                                         02-0401674
     (State or other jurisdiction                            (I.R.S. Employer
   of incorporation or organization)                        Identification No.)

                              10155 Collins Avenue
                           Bal Harbour, Florida 33154
                                 (305) 868-3388

       (Address, including zip code, and telephone number, including area code,
               of Registrant's principal executive offices)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, par value $0.01 per share
                                (Title of Class)

         Check whether the Registrant (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 the 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. [ ]

         The Registrant's revenues for its most recent fiscal year:  $0

         The  number  of  shares of Common  Stock,  par value  $0.01 per  share,
outstanding as of September 10, 2001: 7,999,945.

         The aggregate market value of voting and non-voting Common Stock
(5,650,022 shares) held by non-affiliates computed by reference to the closing
price of the Common Stock as of September 10, 2001: $904,004.

         Transactional Small Business Disclosure Format:  Yes:__   No:  X

<PAGE>

                                    PART III

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

 The directors and executive officers of the Company and their positions at
September 10, 2001 were as follows:

         Name                          Age       Position
         ----                          ---       --------

         Henry Dubbin                  85        President and Director
         Fred L. Singer                67        Vice President and Director
         Maxwell M. Rabb               91        Director
         Scott S. Rosenblum            51        Director

HENRY  DUBBIN has served as  President  of the  Company  since  April 1997 and a
director of the Company since May 1993.  Mr. Dubbin also served as Vice Chairman
of the Board of  Directors  and Vice  President  of the Company from May 1993 to
April  1997.  Mr.  Dubbin   currently  is  the  President  of  Nevada   Minerals
Corporation,  a diversified company engaged in the mining business. From 1955 to
1992, Mr. Dubbin worked with Canaveral International, Inc., a diversified public
company, from which he retired as Chairman of the Board.

FRED L. SINGER has served as a member of the Board of Directors since April 1997
and as Vice  President of the Company since August 1997.  Since 1963, Mr. Singer
has served as director,  producer and cinematographer for Coronado  Productions,
a/k/a Coronado Studios, a video production company.

MAXWELL M. RABB has served as a member of the Board of Directors  since  October
1998 and has  served as of counsel  to the law firm of Kramer  Levin  Naftalis &
Frankel  LLP since 1991 and was a partner at Stroock & Stroock & Lavan from 1958
to 1981 and 1989 to 1991. Ambassador Rabb served as the United States Ambassador
to  Italy  from  1981 to  1989.  Ambassador  Rabb is a  member  of the  board of
directors of Sterling  National Bank,  MIC  Industries,  Inc.,  Data Systems and
Software,  Inc. and Preferred  Employers  Holdings,  Inc.  Ambassador  Rabb also
serves as a trustee or director of the Cardinals  Cooke and O'Connor  Inter City
Scholarship Fund, the Lighthouse,  the Eisenhower Institute, the George Marshall
International Center and Seaman's Church Institute.

SCOTT S.  ROSENBLUM  has  served  as a member of the  Board of  Directors  since
October 1998 and has been a partner of Kramer Levin Naftalis & Frankel LLP since
1991.  Mr.  Rosenblum  is a member of the  board of  directors  of Greg  Manning
Auctions, Inc. and Temco Services Industries, Inc.,

Directors may be elected by the  stockholders  at an annual meeting or a special
meeting  called for that purpose (or in the case of a vacancy,  are appointed by
the  directors  then in office) to serve  until the next annual  meeting,  until
their   successors   are  elected  and  qualified  or  until  their  removal  or
resignation. Officers serve at the discretion of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

<PAGE>

Section  16(a) of the  Securities  and  Exchange  Act of 1934,  as amended  (the
"Exchange  Act"),  requires the  Company's  officers,  directors and persons who
beneficially  own more than 20 10% of a registered class of the Company's equity
securities  ("10%  stockholders")  to file reports of  ownership  and changes in
ownership with the Securities and Exchange Commission.  Officers,  directors and
10%  stockholders  also are  required to furnish the Company  with copies of all
Section 16(a) forms they file.  Based solely on its review of the copies of such
forms furnished to it, during the past fiscal year, the Company is of the belief
that all such directors and executive  officers were  delinquent in filing these
forms.


Item 10. Executive Compensation

 Summary Compensation Table. The following table sets forth compensation earned,
whether paid or deferred, by the Company's Chief Executive Officer and its other
most highly compensated executive officers who earned over $100,000 during the
fiscal year ended May 31, 2001 (collectively, the "named executive officers")
for services rendered in all capacities to the Company during the fiscal years
ended May 31, 2001, 2000 and 1999.
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                               Annual                    Long-Term Compensation
                            Compensation

Name and Principal Position             Fiscal      Salary     Other Annual     Restricted      Common Stock
                              Year           Compensation      Stock Award(s)   Underlying
                                                                 Options

<S>                           <C>       <C>            <C>            <C>           <C>
President                     1999      $48,000       -0-            -0-           -0-
Henry Dubbin                  2000      $48,000
                              2001

------------------------------------------------------------------------------------------------------------
Simon Boltuch (1)             1999     $143,249       -0-            -0-           20,000
Chief Financial Officer       2000     $175,000
                              2001     $ 72,916
------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Mr. Boltuch resigned as Chief Financial Officer in January 2001.


Option Grants.

The Company has a Performance Equity Plan (the "Plan") under which it may grant
incentive and nonqualified stock options, stock appreciation rights, restricted
stock awards, deferred stock, stock reload options and other stock-based awards
to purchase up to 600,000 shares of common stock to officers, directors, key
employees and consultants. The Company may not grant any options with a purchase
price less than fair market value of common stock as of the date of the grant.
In April 2001, the Company granted the following options under the plan:

<TABLE>
<CAPTION>

OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                                     % Total Options/
                        # of Securities              SAR's Granted to     Exercise or
                        Underlying Options/          Employees in Fiscal    Base         Expiration
                        SAR's Granted                     Year            Price ($/Sh)      Date
                        -------------                     ----            ------------      ----

<S>                        <C>                          <C>                <C>            <C>
Henry Dubbin               30,000 (non-plan options)    2.80%              $   0.68       11/17/05
President                  20,000                       1.87%              $   0.19       04/14/11

Fred Singer                30,000 (non-plan options)    2.80%              $   0.68       11/17/05
Vice President             40,000                       3.74%              $   0.19       04/14/11

Simon Boltuch (1)          20,000                       1.87%              $   0.68       11/17/05
Chief Financial Officer

Maxwell M. Rabb            30,000                       2.80%              $   0.68       11/17/05
Director                   40,000                       3.74%              $   0.19       04/14/11

Scott S. Rosenblum        330,000                      30.84%              $   0.68       11/17/05
Director                  500,000                      46.73%              $   0.19       04/14/11

Jerry D. Klepner           30,000                       2.80%              $   0.68       11/17/05
Director
</TABLE>

(1)  Mr.  Simon  Boltuch  resigned  in January  2001,  consequently,  Mr.  Simon
     Boltuch's options expired in April 2001.


<PAGE>

Aggregated  Option  Exercises and Fiscal  Year-End  Option Values.

The following table sets forth certain information relating to the exercise of
stock options during the fiscal year ended May 31, 2001 for each of the named
executive officers and the fiscal year-end value of the unexercised options held
by the named executive officers.

-------------------------------------------------------------------------------
AGGREGATED  OPTIONS  EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTIONS VALUES

-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                 Value of Unexercised In-
                  Shares Acquired on     Value     # of Unexercised Options      The-Money Options at Fiscal
                       Exercise         Realized      At Fiscal Year End                 Year End (1)
Name                                           Exercisable    Unexercisable        Exercisable     Unexercisble
                                               ----------------------------------------------------------------
<S>                       <C>              <C>    <C>             <C>                <C>                <C>

Henry Dubbin              0                $0     200,000          0                   0                $0
Fred L. Singer            0                 0      90,000          0                   0                $0

---------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Value is  calculated  on the basis of the  difference  between  the  option
     exercise  price and the average of the bid and asked  prices for the Common
     Stock at $0.09 as of May 31, 2001 as quoted on the over-the-counter market,
     multiplied by the number of shares underlying the option.


Employment Agreements


Not Applicable

<PAGE>

Expenses and Meetings

         All officers and directors are reimbursed for any expenses incurred on
behalf of the Company. Directors, other than Company officers, are reimbursed
for expenses pertaining to attendance at meetings of the Company's Board of
Directors, including travel, lodging and meals.

Indemnification of Officers and Directors

         Under the Bylaws of the Company, officers and directors of the Company
and former officers and directors are entitled to indemnification from the
Company to the full extent permitted by law. The Company's Bylaws and the
Delaware General Corporation Act generally provide for such indemnification for
claims arising out of the acts or omissions of Company directors and officers
(and certain other persons) in their capacity as such, undertaken in good faith
and in a manner reasonably believed to be in, or not opposed to, the best
interests of the Company and, with respect to any criminal action or
proceedings, had no reasonable cause to believe that such conduct was unlawful.


Item 11. Security Ownership of Certain Beneficial Owners and Management


         The following table sets forth certain information as of August 31,
2001 with respect to (i) those persons known to the Company to beneficially own
more than 5% of the Company's Common Stock, (ii) each director of the Company,
(iii) each named executive officer, and (iv) all directors and executive
officers of the Company as a group. The information is determined in accordance
with Rule 13d-3 promulgated under the Securities Exchange Act. Except as
indicated below, the beneficial owners have sole voting and dispositive power
with respect to the shares beneficially owned.

UPDATE

                                                        Common Stock
                                                    Beneficially Owned(1)
Name of Beneficial Owner                           Shares             Percent
------------------------                           ------             -------

Progressive Planning
Associates, Inc.                               1,445,000 (2)           14.03%
   5189 Alton Rd.
   Miami Beach, FL 33140


Henry and Dorothy Dubbin                         620,000 (3)            *
   10155 Collins Avenue,
   Suite 607
   Bal Harbor, Fl 33154


Fred L. Singer                                    90,000 (4)             *
   9240 West Bay Harbor Dr.,
   Apt. 3-C
   Bal Harbor Island, FL 33154


Jerry D. Klepner                                   50,000 (4)            *
   c/o Black Kelly Scruggs
   &  Healey 1801 K Street, N.W.
   Suite 201L
   Washington, D.C. 20006


Maxwell M. Rabb                                    90,000 (4) (5)        *
   c/o Kramer Levin Naftalis & Frankel LLP
   919 Third Avenue
   New York, NY 10022


Scott S. Rosenblum                                950,000 (4) (5)        *
   c/o Kramer Levin Naftalis & Frankel LLP
   919 Third Avenue
   New York, NY 10022

All directors and executive officers
   As a group (5 persons)                       1,800,000 (6)        17.48%

(1)  Based on 10,297,764  shares of Common Stock and Options to purchase  Common
     Stock  outstanding  as of September 26, 2001.  Pursuant to the rules of the
     Securities and Exchange  Commission ("the  Commission"),  certain shares of
     Common  Stock  which a person  has the right to  acquire  within 60 days of
     September  26, 2001 pursuant to the exercise of stock options are deemed to
     be  outstanding  for the purpose of computing the  percentage  ownership of
     such person but are not deemed outstanding for the purpose of computing the
     percentage ownership of any other person.

(2)  Includes  (i)  500,000   shares  of  Common  Stock   subject  to  currently
     exercisable options, and (ii) 945,000 share of Common Stock.

(3)  Includes (i) 420,000  shares of Common Stock that Mr.  Dubbin  jointly owns
     with his wife Dorothy,  and (ii) 200,000  shares of Common Stock subject to
     currently exercisable options.

(4)  Represents shares of Common Stock subject to currently exercisable options.

(5)  Mr. Rabb is of counsel to and Mr. Rosenblum is a partner at the law firm of
     Kramer Levin Naftalis & Frankel LLP ("Kramer  Levin").  While the reporting
     person owns  directly  no  securities  of the  Company,  Kramer  Levin owns
     securities of the Company.  Messrs.  Rabb and Rosenblum disclaim beneficial
     ownership of the securities  held by Kramer Levin,  except to the extent of
     their pecuniary interests therein, if any.

(6)  Includes 1,380,000 shares subject to presently exercisable options.

<PAGE>


Item 12. Certain Relationships and Related Transactions

Mr.  Burton  Dubbin  became an employee of the Company in April 1997.  In August
1997, Mr. Burton Dubbin  terminated his employment  with the Company and entered
into a two-year  consulting  agreement  at a fee of  $150,000  per  annum,  plus
125,000 shares of Common Stock, of which 25,000 shares were immediately issuable
and 5,000  shares are  issuable  monthly (in an  aggregate  amount not to exceed
100,000  shares)  for the  duration  of Mr.  Burton  Dubbin's  service  with the
Company. In addition, the Company amended the terms of the options,  making such
options immediately exercisable and extending the expiration date until 2007. In
June 1998, the Company extended Mr. Burton Dubbin's  consulting  agreement until
August 31, 2002. In addition,  the Company  granted Mr. Burton Dubbin options to
purchase  500,000 shares of Common Stock at an exercise price of $2.17 per share
and were exercisable six months from date of grant. .


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Dated:  September 27, 2001                OAK TREE MEDICAL SYSTEMS, INC.


                                          By: /s/ HENRY DUBBIN
                                             -------------------------
                                             Henry Dubbin, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


Name                                Title                        Date
----                                -----                        ----

 /s/ Henry Dubbin             President and Director,         September 27, 2001
------------------------      (Chief Executive Officer and
Henry Dubbin                  and acting principal accounting
                              officer)


/s/ Fred L. Singer              Vice President and           September 27, 2001
------------------------        Director
Fred L. Singer


------------------------        Director
Maxwell M. Rabb


/s/ Scott S. Rosenblum          Director                     September 27, 2001
-----------------------
Scott S. Rosenblum