<PAGE>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------
                                  FORM 10-KSB/A

         [X] Annual Report pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934 for the Fiscal year ended APRIL 30, 2002.

                                                  Commission file number 0-26955

                               OCUMED GROUP, INC.
                     (Formerly Archer Systems Limited, Inc.)
                 (Name of Small Business Issuer in its charter)

                               DELAWARE 22-3652650
                               -------- ----------
                (State or other jurisdiction of (I.R.S. Employer
               Incorporation or organization) Identification No.)

        119 HARRISON AVE, ROSELAND, NJ                        07068
   (Address of principal executive offices)                (Zip Code)

                                 (973) 226-2330
                         (Registrants telephone number)

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock $.0001 par value

                                 Title of Class

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

                           Yes   X   No
                               -----    -----

         Indicate by check mark if disclosure for delinquent filers pursuant to
item 405 of Regulation S-B is not contained herein, and will not be contained to
the best of the Registrant's knowledge, in a Proxy or Information Statement
incorporated by reference in Part III of this Form 10-KSB, of any Amendment to
this Form 10-K [X].

         The registrant's revenues for its most recent fiscal year were;
$5,232,587

         The number of shares outstanding of the registrant's class of common
stock on July 31, 2002 was 24,841,572 shares.

         The aggregate market value of voting stock held by non-affiliates of
the registrant was approximately $345,597 as of July 31, 2002.





<PAGE>

                               OCUMED GROUP, INC.
                     (Formerly Archer Systems Limited, Inc.)
                                   FORM 10-KSB
                    For the fiscal year ended April 30, 2002

                                TABLE OF CONTENTS
                                -----------------

                                     PART I                                PAGE
                                                                           ----

Item 1.       Description of Business                                       3

Item 2.       Description of Properties                                     5

Item 3.       Legal Proceeding                                              5

Item 4.       Submission of Matters to a Vote of Security Holders           5

                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters      5

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

Item 7.       Financial Statements                                          8

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

                                    PART III

Item 9.       Directors, Executive Officers, Promoters and Control
              Persons;                                                      8
              Compliance with Section 16(a) of the Exchange Act

Item 10       Executive Compensation                                       10

Item 11.      Security Ownership of Certain Beneficial Owners and
              Management                                                   10

Item 12.      Certain Relationships and Related Transactions               12

Item 13.      Exhibits and Reports on Form 8-K                             12

Signatures                                                                 17

Index to Financial Statements                                             F-1


                                       2
<PAGE>



                                     PART I.


ITEM 1.      DESCRIPTION OF BUSINESS

BACKGROUND

     Ocumed Group, Inc. (the "Company"), formerly Archer Systems Limited, Inc.,
     is a publicly held company, incorporated on March 19, 1986, under the laws
     of the State of Delaware. The Company originally intended to develop and/or
     operate Internet and technology related companies through majority owned
     subsidiaries and expansion of its investment in other Internet companies
     through venture capital arrangements. However, this objective was never
     realized.

     Early in 2001, then management of the Company elected to seek a new
     business direction. After exploring a number of alternative business
     opportunities, management decided to acquire the business and assets of
     Ocumed Group, Inc. ("Ocumed"), a privately held corporation incorporated in
     August 1998, under the laws of the State of New Jersey. In the opinion of
     the Company's then management Ocumed offered the greatest potential for
     success and future profitability for the Company. On August 6, 2001, the
     Company acquired all the outstanding shares of common stock of Ocumed, in
     exchange for three hundred and forty four million (344,000,000) shares of
     its common stock and a five million six hundred thousand ($5,600,000)
     Subordinated Income Debentures (the "Exchange").

     In January 2002, to better reflect this new business direction, the Company
     changed its name from Archer Systems Limited, Inc. to Ocumed Group, Inc. At
     the same time the Company reverse split the outstanding shares of common
     stock of the Company on the basis one new share for every one thousand
     (1,000) issued and outstanding. This action was taken to enhance the
     Company's ability to raise capital and make acquisitions.

     In April 2002, the Subordinated Income Debentures, held by certain of the
     Company's principal shareholders, were converted to shares of Common Stock.
     As a result of the conversion the Company issued 22,303,712 shares of
     Restricted Common Stock, as defined under Rule 144 of the Securities Act Of
     1933, as amended.

     Also in April 2002, the former President and two shareholders exercised
     their right to convert their Note Consolidation Agreements to Common Stock.
     As a result of these conversions the Company issued 1,230,438 shares of
     Restricted Common Stock, as defined under Rule 144 of the Securities Act Of
     1933, as amended.

     Due to the totally new business operations of Ocumed, the discussion herein
     does not relate to the discontinued development stage business activities
     of Archer Systems Limited, Inc. Rather the following information relates
     solely to new business and plans of Ocumed.





                                       3
<PAGE>

     CURRENT OPERATIONS

     The Company produces and sells a broad range of ophthalmic products for
     both the prescription ("Rx") and over-the-counter (OTC) pharmaceutical
     markets. These products support lens care and eye care as well as
     diagnostic, surgical and therapeutic ophthalmic applications.

     The Company markets and distributes its branded product lines nationally
     through major drug chains, wholesalers, hospitals, surgi-centers and
     related buying groups as well as internationally to selective markets. The
     Company's products are focused on a group of patented and proprietary drug
     delivery systems for applications in surgery, diagnostics, therapy, and
     lens care in the ophthalmic field. These product lines include; OPHTHA-DOSE
     P.F.(TM) a preservative free unit of use dispenser for eye drops,
     OCUREST(TM), a patented multi-dose dispenser for prescription (Rx) and
     over-the-counter (OTC) ophthalmic applications, and MINI-MED(TM), a
     controlled dispenser system for delivering highly accurate quantities of
     drugs.

     SUPPLIERS AND CUSTOMERS - Materials and components for the Company's
     products are readily available and are purchased from a wide variety of
     suppliers; the loss of any one suppler would not adversely affect the
     company's business to a significant extent. No material part of the
     company's business, taken as a whole, is dependent upon a single or a few
     customers.

     PATENTS, TRADEMARKS AND LICENSES - While, in the aggregate, the Company's
     patents and licenses are of importance to its businesses as a whole, no
     individual patent, license or group of patent licenses relating to any
     particular product or process is material to any of the Company's operating
     objectives. The company pursues technology development and acquisition as a
     means to enhance its competitive position in its business activities.

     SEASONALITY AND WORKING CAPITAL - The nature of the products sold by the
     Company are not significantly impacted by seasonality issues. In general,
     the working capital requirements in each of the company's segments are
     typical of those businesses.

     COMPETITION AND MARKETS - Products are marketed throughout the U.S. The
     market for the products is highly competitive in the U.S. and some of its
     competitors are better capitalized and have greater resources. The company
     competes on the basis of product performance, quality, technology, price,
     service, warranty and reliability, with strong emphasis on service.

     GOVERNMENT REGULATION - The Company's products are subject to regulation by
     governmental authorities in the United States and other markets. These
     authorities, including the Food and Drug Administration (FDA) in the United
     States, generally require extensive testing of new products prior to sale
     and have jurisdiction over the safety, efficacy and manufacturing of
     products, as well as product labeling and marketing. In most cases,
     significant amounts of time and money must be spent to bring a new product
     to market in compliance with these regulations. The regulation of
     pharmaceutical products and medical devices, both in the Untied States and
     in other markets, has historically been subject to change.



                                       4
<PAGE>

     ENVIRONMENT - Although the Company is unable to predict what legislation or
     regulations may be adopted or enacted in the future with respect to
     environmental protection and waste disposal, existing legislation and
     regulations have had no material adverse effect on its capital
     expenditures, earnings or competitive position. Capital expenditures for
     property, plant and equipment for environmental control facilities were not
     material during 2002 and are not anticipated to be material for 2003 or
     2004.

     EMPLOYEES - At present the Company ten administrative, eight quality
     control and R&D and forty production and packaging employees. As the
     Company continues to expand it will require additional employees both
     skilled and unskilled. No assurance can be given that it will be able to
     attract the type and quality of employees the operation will require.


     ITEM 2.      DESCRIPTION OF PROPERTIES

     The Company owns manufacturing and distribution facilities in Roseland, NJ.
     These facilities include approximately 27,000 sq. ft. of sterile
     manufacturing, pharmaceutical processing and related laboratory support
     activities, together with 3,000 sq. ft. of administrative offices.

     The Company leases, from a principal shareholder, approximately 5,000 sq.
     ft. of sterile manufacturing and laboratory facilities in Sarasota, Fl. The
     Company also operates several small packaging and distribution facilities
     located throughout the United States and Canada.


     ITEM 3.      LEGAL PROCEEDINGS

     There are no material legal proceedings pending or threatened against the
     Company.

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

     None

     ITEM 5.      MARKET PRICE FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     MARKET INFORMATION

     The Company's common stock is traded on the OTC electronic Bulletin Board
     under the trading symbol "OCUM." There is no assurance that the common
     stock will continue to be quoted or that any liquidity exists for the
     Company's shareholders.

     The following table shows the quarterly quotes of high and low prices for
     the Company's common stock on the OTC Bulletin Board during fiscal year
     2002 and 2001.





                                       5
<PAGE>

     FISCAL 2002

     QUARTER ENDED:                   HIGH              LOW

     July 31, 2001                   $ 3.00            $1.00
     October 31, 2001                $27.00            $3.00
     January 31, 2002                $ 3.00            $0.35
     April 30, 2002                  $ 1.80            $1.20

     FISCAL 2000

     QUARTER ENDED:                   HIGH              LOW

     July 31, 2000                   $78.00            $32.00
     October 31, 2000                $51.00            $15.00
     January 31, 2001                $29.00            $11.00
     April 30, 2001                  $11.00            $ 4.00

     The source of this information is Bloomberg Quotation Services and
     broker-dealers making a market in the Company's common stock. These prices
     reflect inter-dealer prices, without retail markup, markdown or commission
     and may not represent actual transactions.

     The closing sales price of the Common Stock as reported on the OTC
     electronic Bulletin Board on July 31, 2002 was $0.25.

     HOLDERS

     As of July 31, 2002, there were approximately 2,000 holders of record of
     the Company's common stock (this number does not include beneficial owners
     who hold shares at broker/dealers in "street-name").

     DIVIDENDS

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

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

BACKGROUND

     Ocumed Group, Inc. (the "Company"), formerly Archer Systems Limited, Inc.,
     is a publicly held company, incorporated on March 19, 1986, under the laws
     of the State of Delaware. On August 6, 2001, the Company acquired all the
     outstanding shares of common stock of Ocumed Group, Inc., a privately held
     corporation incorporated in August 1998, under the laws of the State of New
     Jersey. In January 2002, to better reflect this new business direction, the
     Company changed its name from Archer Systems Limited, Inc. to Ocumed Group,
     Inc.

     The Company has accounted for the acquisition as a reverse acquisition of
     Ocumed. The Company was deemed the accounting acquirer in the transaction.
     The former business activities of the Company and its subsidiaries were
     discontinued.


                                       6
<PAGE>

     Consequently, in the opinion of management, any comparative discussion of
     the Company's present financial condition and the financial conditions
     prior to the acquisition of Ocumed would be meaningless and would most
     likely result in confusion to the reader. Anyone interested in the prior
     activities of the Company are referred to the Company's 10-QSB's and
     10-KSB's filed with the Commission prior to August 2001.The discussion
     herein relates solely to the financial condition of the Company following
     its acquisition of Ocumed.

     FACTORS THAT MAY AFFECT FUTURE RESULTS

     With the exception of historical information, the matters discussed herein
     contain forward looking statements under the 1995 Private Securities
     Litigation Reform Act that involve various risks and uncertainties.
     Typically these statements are indicated by words such as "anticipates,"
     "expects," "believes," "plans," "could" and similar words and phrases.
     Factors that could cause the Company's actual results to differ materially
     from management's projections, forecasts, estimates and expectations,
     include but are not limited to the following:

     a.   Inability of the Company to secure adequate financing;

     b.   Unexpected economic changes in the United States and

     c.   The imposition of new restrictions or regulations by government
          agencies that affect the Company's products.

     To the extent possible, the following discussion will highlight the
     activities solely of the Company's efforts in manufacturing and marketing
     its products from the date of the Acquisition Agreement on August 6, 2001
     through April 30, 2002.

     RESULTS OF OPERATIONS

     As indicated above the following discussions refer to the results of
     operations for Ocumed for the period August 1, 2001, through April 30, 2002
     (three-quarters)

     For the twelve months ending April 30, 2002, revenues were $5,232,587 an
     increase of approximately twenty percent over the comparable period ending
     April 30, 2001. This increase is due to the combined result of newly
     acquired products and related marketing programs put in place in 1998.

     Gross profit from continuing operations of $2,971,743 or 56.8% increased
     from approximately 54% from 2001, as a result of the increased volume
     creating more efficient utilization of manufacturing operations.

     Net income from continuing operations for the year ended April 30, 2002 of
     $194,966 compares to break even for the comparable period 2001. This again
     is the result of increased sales and more efficient utilization of the
     manufacturing operations.

     LIQUIDITY AND CAPITAL RESOURCES

     The Company's cash position was $5,101 as of April 30, 2002. Cash flows
     used in operating activities for the year ended April 30, 2002, were
     ($275,381), due to the net income of $194,966 adjusted for a increase of
     current assets of $769,138, an decrease in current liabilities of $562,744,
     depreciation and amortization of $777,978 and a decrease in deferred tax
     asset of $83,557. The increase in current assets was due to


                                       7
<PAGE>

     the increase sales requiring a larger investment in accounts receivables
     and inventories. Current liabilities decreased as a resulted of payment of
     certain consulting fees incurred in connection with the acquisition of
     Ocumed. These fees were satisfied through the issuance of Common Stock
     registered by Form S-8SB.

     The net cash used in investing activities for the year ended April 30,
     2002, were expenditures made in support of, manufacturing plant validation
     requirements for product line expansion.

     The net cash used in financing activities during the nine months ended
     April 30, 2002, consisted of the issuance of common stock of $6,306,200 and
     the reduction of long term borrowings of $5,720,442. During the next twelve
     months the Company plans to satisfy its operating cash requirements through
     operations.

     ITEM 7.  FINANCIAL STATEMENTS

     As discussed earlier, the former business activities of the Company had
     been conducted by Archer Systems Limited, Inc., whose activities were
     terminated during fiscal 2002, in conjunction with the Company's
     acquisition of Ocumed Group, Inc. The acquisition of Ocumed on August 6,
     2001, has been accounted for as a reverse purchase, hence, the Consolidated
     Balance Sheet, Consolidated Statement of Operations, Consolidated Statement
     of Cash Flows and Consolidated Statement of Stockholders' Equity are
     effectively that of Ocumed Group, Inc. The former activities of Archer are
     shown as Discontinued Operations in the Consolidated Balance Sheet and
     Consolidated Statement of Operations.

     The financial statements required by this Item are set forth beginning on
     page F-1 hereof.

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

     The Firm Is In The Process Of Engaging An Independent Accountant.

                                    PART III

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


                                    Position                Year First Became
     Name                  Age      With Company            Director or Officer
     --------------------------------------------------------------------------

     Alfred R. Caggia      71       President/Director                 2001

     Paul G. Filipek       59       Secretary/Treasurer
                                    Director                           2001


     Each director serves until the next annual meeting of shareholders and/or
     until his respective successor is duly elected and qualifies. Executive
     officers are appointed by the Board to serve at the discretion of the
     directors.



                                       8
<PAGE>

     ALFRED R. CAGGIA, President/Director - Has been an officer and director of
     the Company since August 6, 2001. He holds a B.S Degree in Management
     Engineering from NewYork University and an M.B.A Degree from the Graduate
     School of Business, New York University. He is broadly experienced in
     directing corporate functions and developing total management activities,
     particularly those involving the building of ophthalmic and related
     pharmaceutical businesses. Mr. Caggia's thirty year career in the
     pharmaceutical and health care industries includes serving as Director of
     U.S. Operations for Bristol- Myers Squibb, Vice President and General
     Manager of Damon Corporation's Human and Veterinary Pharmaceutical
     Divisions, and President of Steri Med, Laboratories, a multifaceted
     national pharmaceutical manufacturing company. Mr. Caggia is a faculty
     member of Fairleigh Dickenson University's Alfred E. Driscoll School of
     Pharmaceutical and Chemical Sciences. He has served as Vice President and a
     Director of National Association of Pharmaceutical Manufacturers (NAPM).

     PAUL G. FILIPEK, Secretary/Treasurer/Director - Has been an officer and
     director of the Company since August 6, 2001. He is a Certified Public
     Accountant and holds a B.S. Degree in Accounting from Susquehanna
     University. He is a skilled financial executive with more than thirty years
     experience in internal and external financial reporting, banking relations,
     insurance and financial planning and analysis. His business experience
     includes being an Audit Manager with Price Waterhouse & Co., as well as
     Controllership positions with Interpace Corporation, a New York Stock
     exchange Fortune 500 manufacturing company and Chief Financial Officer of
     Scallop Thermal Management.

     LOUISE A. CUMMINGS, Vice President Administration/Director has been an
     Officer of the Company since August 6, 2001 and a Director since February
     6, 2002.Mrs. Cummings holds a B.A. degree from St. Elizabeth's College,
     Madison, NJ, and is a Graduate of Berkeley School of Sciences, New York,
     NY. Associated with Ocumed for over ten years, she possesses a
     comprehensive background spanning over twenty-five years in all phases of
     corporate administrative functions; including Human Resources, licensing
     and contract services, compliance and related insurance activities Mrs.
     Cummings business experience includes assignments as Administrative
     Assistant to the President for Sterimed Laboratories, as well as
     Administrator of Personnel Services at Simmons Company, Inc., N.Y., and
     Assistant to Mutual Funds Manager for W.E. Hutton & Co.

     Alfred Caggia, Paul Filipek and Louise Cummings, as officers and directors,
     devote 100% of their time and efforts to the business and affairs of the
     Company.

     Aside from the above officers and directors, there are no other persons
     whose activities will be material to the operations of the Company at this
     time.

     COMMITTEES

     There are no committees established by the Board of Directors at this time.

     FAMILY RELATIONSHIPS

     There are no family relationships between or among the executive officers
     and directors of the Company.



                                       9
<PAGE>

     ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth information relating to remuneration
     received by officers and directors as of April 30, 200, the end of the
     Company's most recent fiscal year, as well as indicating the compensation
     agreements for fiscal 2002:

         NAME AND PRINCIPAL POSITION         YEAR              SALARY
     ------------------------------------------------------------------

     Alfred R. Caggia                        2002              $112,500

     Paul G. Filipek                         2002              $112,500

     Louise A. Cummings                      2002              $ 56,250
     ------------------------------------------------------------------

     (1) The Company has varying compensation agreements with its executive
     officers as more partially described in this Report.

     The Company has entered into verbal employment agreements with each of the
     parties listed above. These oral understandings are presently in the
     process of being converted into written employment agreements. It is
     expected that these agreements will be for a period of not less than five
     years with the starting salary being as set forth above. Each of the
     Company's employees, including officers and directors, may receive annual
     bonuses, either in the form of cash payments or the issuance of Warrants to
     purchase shares of common stock of the Company. It is the policy of the
     Company, with respect to the issuance of Warrants, that such Warrants will
     be exercisable at the "fair market value" of the Company's common stock on
     the date of the grant of such Warrants.

     COMPENSATION OF DIRECTORS

     The Company has no standard arrangements for compensating directors of the
     Company for their attendance at meetings of the Board of Directors.

     There were no stock appreciation rights granted, nor were any stock options
     granted, to any of the above named officers in the fiscal year ended April
     30, 2002 and no cash compensation was paid to any director of the Company.

     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of the date of this report, the stock
     ownership of each person known by the Company to be the beneficial owner of
     five (5) percent or more of the Company's Common Stock, each executive
     officer and director individually and all executive officers and directors
     of the Company as a group. No other class of voting securities is
     outstanding. Each person is believed to have sole voting and investment
     power over the shares except as noted.



                                       10
<PAGE>


     Security ownership of certain beneficial owners:


<TABLE>
<CAPTION>
                            Name and                   Amount and
                            Address of                 Nature of
                            Beneficial                 Beneficial
 TITLE OF CLASS               OWNER                      OWNER (1)         PERCENT OF CLASS(2)

<S>                   <C>                              <C>                 <C>
     Common           Ocumed, Inc.  (3)                 11,323,856              44.2%
                      119 Harrison Avenue
                      Roseland, NJ  07068

                      Crossgates Limited Partners(4)     6,287,004              24.6%
                      119 Harrison Avenue
                      Roseland, NJ  07068

                      STMI Investments, Inc. (5)         5,036,852              19.7%
                      119 Harrison Avenue
                      Roseland, NJ  07068

     Security ownership of management:

<CAPTION>
                             Name and                     Amount and
                             Address of                   Nature of
                             Beneficial                   Beneficial
  TITLE OF CLASS               OWNER                       OWNER (1)       PERCENT OF CLASS(2)

<S>                   <C>                                <C>               <C>
      Common          Alfred R. Caggia (3)               11,323,856              44.2%
                      119 Harrison Avenue
                      Roseland, NJ  07068

                      Paul G. Filipek(4)                 11,323,856              44.2%
                      119 Harrison Avenue
                      Roseland, NJ  07068

                      Includes all officers and          22,647,712              88.4%
                      Directors of the Company
                      As a Group (2 Persons)
</TABLE>


(1)  Includes the amount of shares each person or group has the right to acquire
     within 60 days pursuant to options, warrants, rights, conversion privileges
     or similar obligations.



                                       11
<PAGE>

(2)  Based upon 25,606,138 shares outstanding, plus the amount of shares each
     person or group has the right to acquire within 60 days pursuant to
     options, warrants, rights, conversion privileges or similar obligations.

(3)  Ocumed, Inc., of which Alfred Caggia is the sole officer/director and
     majority shareholder, individually owns 11,323,856 shares.

(4)  Crossgates Limited Partners, of which STMI Investments, Inc., is the
     general partner and Paul Filipek is the sole Limited Partner, individually
     owns 6,287,004 shares.

(5)  STMI Investments, Inc., of which Paul Filipek is the sole officer and
     director, individually owns 5,036,852 shares.

(6)  Alfred Caggia is President and a Director of the Company and individually
     owns no shares of the Company. .

(7)  Paul Filipek is Secretary/Treasurer and Director of the Company and
     individually owns no shares of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company leases it manufacturing facility located in Sarasota Florida from
Alfred R. Caggia, President of Ocumed Group, Inc. The lease is a ten (10) year
lease expiring in 2008 with an option to renew for an additional ten (10) years.
The lease is "triple net," meaning the Company pays all of the operating costs
(ie: property taxes, insurance, water and sewer) plus rent of $2,700 per month
to Mr. Caggia.



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

     The following exhibits marked with a footnote reference were filed with a
periodic report filed by the Company pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended, (the "Securities Act"), and are incorporated
herein by this reference. If no footnote reference is made, the exhibit is filed
with this report.

         Number  Exhibit
         ------  -------

          2.1    Form of Agreement and Plan of Reorganization dated April 17,
                 2000, by and between Archer Systems Limited, Inc. and
                 NextNet.com (5)

          2.2    Form of Agreement dated August 6, 2001, for the acquisition of
                 Ocumed Group, Inc. by and among Archer Systems Limited, Inc.
                 Crossgates Limited Partners, STMI Investments, Inc. and Ocumed,
                 Inc. (11)

                 Certificate of Incorporation of Company filed with the
                 Secretary of State of Delaware on March 19, 1986. (1)



                                       12
<PAGE>

          3.1    Certificate for renewal and revival of Charter of the Company
                 filed with the Secretary of State Division of Corporations on
                 December 2, 1998. (1)

          3.2    Certificate of Amendment of the Certificate of Incorporation of
                 Archer Systems Limited, Inc., filed with the Secretary of State
                 Division of Corporations on February 12, 1999. (1)

          3.3    Certificate of Correction to Certificate of Amendment of the
                 Certificate of Incorporation of Archer Systems Limited, Inc.,
                 filed February 12, 1999 with the Secretary of State Division of
                 Corporations. (1)

          3.4    Copy of the by-laws of the Company. (1)

           4     Specimen Stock Certificate. (1)

          10.1   Copy of 6% Promissory Note Due June 30, 2001. (2)

          10.2   Copy of 6% Promissory Note Due June 8, 2001. (2)

          10.3   Copy of 6% Promissory Note Due August 1, 2001. (3)

          10.4   Copy of 6% Promissory Note Due August 17, 2001. (2)

          10.5   Copy of 6% Promissory Note Due November 18, 2001. (4)

          10.6   Employment Agreement dated April 25, 2000 between NextNet.com
                 and Larry Weinstein. (5)

          10.7   Copy of 6% Promissory Note Due February 15, 2002. (7)

          10.8   Copy of 6% Promissory Note Due March 9, 2002. (7)

          10.9   Copy of 6% Promissory Note Due March 20, 2002. (7)

          10.10  Copy of 6% Promissory Note Due April 9, 2002. (7)

          10.11  Form of Strategic Alliance Agreement dated May 18, 2000. (6)

          10.12  Agreement dated June 8, 2000 between the Company and
                 Superwire.com, Inc. (7)

          10.13  Agreement dated July 21, 2000 between the Company and ComLinx,
                 Inc. (7)

          10.14  Agreement dated July 22, 2000 between ArcusNet Corporation and
                 Cydoor Technologies, Inc. (7)



                                       13
<PAGE>

          10.15  Copy of 6% Promissory Note Due April 11, 2002. (8)

          10.16  Copy of 6% Promissory Note Due April 30, 2002. (8)

          10.17  Copy of 6% Promissory Note Due May 4, 2002. (8)

          10.18  Copy of 6% Promissory Note Due May 29, 2002. (8)

          10.19  Copy of 6% Promissory Note Due June 12, 2002. (8)

          10.20  Copy of 6% Promissory Note Due June 13, 2002. (8)

          10.21  Copy of 6% Promissory Note Due June 15, 2002. (8)

          10.22  Copy of 6% Promissory Note Due July 30, 2002. (8)

          10.23  Copy of 6% Promissory Note Due July 30, 2002. (8)

          10.24  Copy of 6% Promissory Note Due August 17, 2002. (9)

          10.25  Copy of 6% Promissory Note Due September 21, 2002. (9)

          10.26  Copy of 6% Promissory Note Due October 19, 2002. (9)

          10.27  Copy of 6% Promissory Note Due October 22, 2002. (9)

          10.28  Copy of 6% Promissory Note Due October 29, 2002. (9)

          10.29  Copy of 5.35% Demand Promissory Note due from Comlinx, Inc.
                 dated October 26, 2000. (10)

          10.30  Copy of 5.35% Demand Promissory Note due from Comlinx, Inc.
                 dated October 26, 2000. (10)

          10.31  Copy of 5.35% Demand Promissory Note due from Comlinx, Inc.
                 dated November 10, 2000. (10)

          10.32  Copy of 5.35% Demand Promissory Note due from Comlinx, Inc.
                 dated November 22, 2000. (10)

          10.33  Copy of 5.35% Demand Promissory Note due from Comlinx, Inc.
                 dated December 26, 2000. (10)

          10.34  Copy of 6% Note Due January 30, 2003. (10)

          10.35  Copy of 6% Note Due January 30, 2003. (10)

          10.36  Copy of 6% Promissory Note Due February 8, 2003.



                                       14
<PAGE>

          10.37  Copy of 6% Promissory Note Due February 12, 2003.

          10.38  Copy of 6% Promissory Note Due February 13, 2003.

          10.39  Copy of 6% Promissory Note Due March 7, 2003.

          10.40  Copy of 6% Promissory Note Due March 29, 2003.

          10.41  Copy of 6% Promissory Note Due April 3, 2003.

          10.42  Copy of 6% Promissory Note Due April 20, 2003.

          10.43  Copy of 6% Promissory Note Due April 29, 2003.

          10.44  Copy of Subordinated Income Debenture dated August 6, 2001
                 issued to Crossgates Limited Partners. (11)

          10.44  Copy of Subordinated Income Debenture dated August 6, 2001
                 issued to STMI Investments, Inc. (11)

          10.45  Copy of Subordinated Income Debenture dated August 6, 2001
                 issued to Ocumed, Inc. (11)

          10.46  Note Consolidation Agreement by and between Richard Margulies
                 and Company dated August 6, 2001.

          10.47  Note Consolidation Agreement by and between Peter Jegou and
                 Company dated August 6, 2001.

          10.48  Note Consolidation Agreement by and between Zamora Funding,
                 Inc. and Company dated August 6, 2001.

          21     Subsidiaries of the Company:

                 ArcusNet Corporation

                 General Acquisition, Inc.

          (1)    Filed as an exhibit to the Company's Form 10SB12G/A filed
                 September 10, 1999 and incorporated herein by this reference.

          (2)    Filed as an exhibit to the Company's Form 10QSB/A filed
                 December 9, 1999 and incorporated herein by this reference.

          (3)    Filed as an exhibit to the Company's Form 10SB/A filed December
                 14, 1999 and incorporated herein by this reference.



                                       15
<PAGE>

          (4)    Filed as an exhibit to the Company's Form 10QSB filed March 15,
                 2000 and incorporated herein by this reference.

          (5)    Filed as an exhibit to the Company's Form 8-K filed on May 8,
                 2000 and incorporated herein by this reference.

          (6)    Filed as an exhibit to the Company's Form 8K/A filed June 14,
                 2000 and incorporated herein by this reference.

          (7)    Filed as an exhibit to the Company's Form 10-KSB filed July 31,
                 2000 and incorporated herein by this reference.

          (8)    Filed as an exhibit to the Company's Form 10-QSB filed
                 September 13, 2000 and incorporated herein by this reference.
                 (9) Filed as an exhibit to the Company's Form 10-QSB filed
                 December 15, 2000 and is incorporated herein by this reference.

          (10)   Filed as an exhibit to the Company's Form 10-QSB filed March
                 21, 2001 and is incorporated herein by this reference.

          (11)   Filed as an exhibit to the Company's Form 8-K filed on August
                 22, 2001 and incorporated herein by this reference.

                 (b) Reports on Form 8-K.

                 A Form 8-K was filed on May 8, 2000 disclosing in Item 2 the
                 acquisition of Next Net, Inc.

                 A Form 8-K was filed on June 14, 2000 disclosing in Item 2 a
                 Strategic Alliance Agreement with INFe.com.

                 A Form 8-K/A was filed on June 14, 2000 disclosing in Item 2 a
                 Strategic Alliance Agreement with INFe.com.

                 A Form 8-K was filed on August 17, 2000 disclosing in Item 7 an
                 exhibit (pro forma balance sheet) in regard to the Strategic
                 Alliance Agreement with INFe.com.

                 A Form 8-K was filed on August 16, 2001 disclosing in Item 2
                 the acquisition of Ocumed Group, Inc.


                                       16
<PAGE>



                                   SIGNATURES

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

                                             Ocumed Group, Inc.

                                             By: /s/ Alfred Caggia
                                             ---------------------

Dated:  July 31, 2002                        Alfred Caggia, President



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant have signed this report below on
January 11, 2002 in the capacities indicated:

         Signatures                              Title
         ----------                              -----

       /s/ Alfred Caggia                  Principal Executive
       -----------------                  Officer and Director
       (Alfred Caggia)



       /s/ Paul Filipek                   Secretary/Treasurer/Director
       --------------------
       (Paul Filipek)


       /s/ Louise A. Commings             Vice President/Director
       -----------------------
       (Louise A. Commings)


                                       17
<PAGE>

                               Ocumed Group, Inc,
                     (Formerly Archer Systems Limited, Inc.)


                    TABLE OF CONTENTS TO FINANCIAL STATEMENTS



                                                                         Page
                                                                         ----


Report of Independent Certified Public Accountants.......................F-2

Consolidated Balance Sheet for the year ended April 30, 2002.............F-3

Consolidated Statement of Operations for the fiscal year ended
         April 30, 2002..................................................F-5

Consolidated Statement of Cash Flows for the year ended
         April 30, 2002..................................................F-6

Consolidated Statement of Stockholders' Equity for the
         year ended April 30,2002........................................F-8

Notes to Consolidated Financial Statements...............................F-9











                                      F-1



<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


The Board of Directors and the Shareholders of
Ocumed Group, Inc.
(Formerly Archer Systems Limited, Inc.)
119 Harrison Avenue
Roseland, NJ 07068



THE FIRM IS IN THE PROCESS OF ENGAGING AN INDEPENDENT ACCOUNTANT.
-----------------------------------------------------------------




                                      F-2

<PAGE>
                               Ocumed Group, Inc.
                     (Formerly Archer Systems Limited, Inc.)
                           CONSOLIDATED BALANCE SHEET
                                At April 30, 2002

                                     ASSETS

<TABLE>
<S>                                                              <C>
CURRENT ASSETS:
      Cash in bank                                               $      5,101
      Accounts receivable                                           1,373,186
      Inventories                                                   1,794,321
      Other current assets                                            344,568
                                                                 ------------
           Total current assets                                     3,517,176
                                                                 ------------

PROPERTY, PLANT &
      EQUIPMENT - NET                                               7,366,470
                                                                 ------------

OTHER ASSETS:
      Other assets                                                    118,381
      Deferred tax asset                                              486,336
                                                                 ------------
           Total other assets                                         604,717
                                                                 ------------

TOTAL ASSETS                                                     $ 11,488,363
                                                                 ============
</TABLE>


           See accountants' report and notes to financial statements
                                       F3
<PAGE>




                               Ocumed Group, Inc.
                     (Formerly Archer Systems Limited, Inc.)
                           CONSOLIDATED BALANCE SHEET
                                At April 30, 2002

                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
      Accounts payable                                       $    398,739
      Accrued expenses                                            224,857
      Current portion - long term debt                            157,663
      Current portion - net liabilities of
           discontinued operations                                182,011
                                                             ------------
           Total current liabilities                              963,270

LONG-TERM LIABILITIES
      Long term debt                                            3,689,938
      Long term portion - net liabilities of
           discontinued operations                                164,227
                                                             ------------

TOTAL LIABILITIES                                               4,817,435
                                                             ------------

STOCKHOLDERS' EQUITY
      Common stock ($0.0001 par value
           900,000,000 shares authorized
           24,841,572 shares issued)                               39,845
      Paid in capital                                           7,441,185
      Accumulated deficit                                        (810,102)
                                                             ------------
TOTAL STOCKHOLDERS' EQUITY                                      6,670,928
                                                             ------------

TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                                   $ 11,488,363
                                                             ============



           See accountants' report and notes to financial statements.



                                       F-4
<PAGE>
                               Ocumed Group, Inc.
                     (Formerly Archer Systems Limited, Inc.)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                        For the Year Ended April 30, 2002


<TABLE>
<S>                                                          <C>
 Net sales                                                   $ 5,232,587
 Cost of goods sold                                            2,260,844
                                                             -----------
 Gross Profit                                                  2,971,743
 Operating Expenses:
       Selling and marketing                                   1,268,108
       General and administrative                                709,068
       Research and development                                  412,718
                                                             -----------
 Total operating expenses                                      2,389,894
                                                             -----------

 Income from operations                                          581,849
                                                             -----------
 Other income/(expense):
       Interest expense                                         (329,251)
       Financing expense                                          (7,578)
       Royalty income                                             33,503
                                                             -----------
 Total other income/(expense)                                   (303,326)
                                                             -----------

 Income before provision for income taxes                        278,523
 Provision for income taxes                                       83,557
                                                             -----------
 Net income from continuing operations                           194,966
 Loss from discontinued operations                               (50,721)
                                                             -----------
 Net income/(loss)                                             $ 144,245
                                                             ===========

 Net income/(loss) per common share:

       Basic income from continuing operations                   $ 0.059
       Basic loss from discontinued operations                  $ (0.015)
                                                             -----------
       Basic income/(loss) per common share                      $ 0.044
                                                             ===========

       Weighted average of common shares
          outstanding, basic                                   3,311,746
                                                             ===========
</TABLE>


           See accountants' report and notes to financial statements
                                      F-5
<PAGE>
                               Ocumed Group, Inc.
                     (Formerly Archer Systems Limited, Inc.)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                        For the Year Ended April 30, 2002



<TABLE>
<S>                                                                             <C>
Cash flows from operating activities:
     Net income from continuing operations                                      $  194,966

     Adjustments to reconcile net income to net cash used in operating
         activities:

            Depreciation and amortization                                          777,978
            Decrease in deferred tax asset                                          83,557

            (Increase)/decrease in assets:
                Accounts receivable                                               (219,669)
                Inventories                                                       (398,469)
                Other current assets                                              (151,000)
            Increase/(decrease) in liabilities:
                Accounts payable                                                  (621,949)
                Accrued royalty expense                                             46,558
                Current portion - long term debt                                    12,647
                                                                                ----------

     Net cash used in operating activities                                        (275,381)
                                                                                ----------

     Cash flows from investing activities:

         Purchase of property, plant & equipment                                  (337,589)
                                                                                ----------

     Cash flows from financing activities:

         Issuance of common stock                                                6,306,200
         Debt repayment                                                         (5,720,442)
                                                                                ----------
                                                                                   585,758
                                                                                ----------

Net cash (used in) continuing operations                                           (27,212)

Cash balance at merger date (August 1, 2001)                                        32,313
                                                                                ----------

Cash balance at end of period                                                   $    5,101
                                                                                ==========
</TABLE>


           See accountants' report and notes to financial statements
                                      F-6
<PAGE>
                               Ocumed Group, Inc.
                     (Formerly Archer Systems Limited, Inc.)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                        For the Year Ended April 30, 2002


<TABLE>
<S>                                                                            <C>
Suplemental disclosure of non cash investing and financing activities:

         Issuance of common stock in connection
            with the conversion of debt                                        $ 6,621,363

Suplemental disclosure of cash flow information:

     Cash paid during the periods for:

         Interest                                                              $  (329,251)
         Income taxes:                                                                  --
</TABLE>


           See accountants' report and notes to financial statements
                                      F-7
<PAGE>
                               Ocumed Group, Inc.
                     (Formerly Archer Systems Limited, Inc.)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                          For The Ended April 30, 2002

<TABLE>
<CAPTION>

                                                                          Common Stock              Additional         Retained
                                                                 ---------------------------         Paid in           Earnings
                                                                    Shares           Amount          Capital          (Deficit)
                                                                 ------------       --------       -----------        ----------
<S>                                                              <C>                <C>            <C>               <C>
Balance, August 1, 2001 (merger date)                             894,988,414        $37,450        $1,018,052        $ (965,595)

      Reverse stock split (one share for every one
         thousand held)                                          (894,093,426)             -                 -                --

      Shares issued for the conversion of debt                     23,946,584          2,395         6,423,133                --

      Net income for the nine months ending
         April 30, 2002                                                    --             --                 -           155,493
                                                                 ------------       --------       -----------        ----------

Balance, April 30, 2002                                            24,841,572       $ 39,845       $ 7,441,185        $ (810,102)
                                                                 ============       ========       ===========        ==========
</TABLE>


           See accountants' report and notes to financial statements
                                      F-8
<PAGE>


                               OCUMED GROUP, INC.
                     (Formerly Archer Systems Limited, Inc.)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                 APRIL 30, 2002


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

A.   Organization: Ocumed Group, Inc. (the "Company"), formerly Archer Systems
     Limited, Inc., was incorporated on March 19, 1986, under the laws of the
     State of Delaware. On August 6, 2002, the Company Merged with Ocumed Group,
     Inc. ("Ocumed"), a company incorporated in August 1998, under the State of
     New Jersey. Ocumed became a wholly owned subsidiary of the Company In
     January 2002 the Company changed its name from Archer Systems Limited, Inc.
     to Ocumed Group, Inc.

     Pursuant to the merger agreement, the former business activities of Archer
     Systems Limited, Inc. and its wholly owned subsidiaries were discontinued.

     The Company produces and sells a broad range of ophthalmic products for
     both the prescription (Rx) and over-the-counter (OTC) pharmaceutical
     markets. These products support lens care and eye care as well as
     diagnostic, surgical and therapeutic ophthalmic applications.

B.   Consolidation: The consolidated financial statements include all the
     accounts of Ocumed Group, Inc. and controlled entities. The Company
     accounts for its investments in consolidated subsidiaries by the equity
     method. All inter-company transactions are eliminated.

C.   Estimates: The preparation of financial statements in conformity with
     generally accepted principles, requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosures of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the period. Actual results could differ from those estimates.

D.   Method of Accounting: The financial statements have been prepared in
     accordance with the accrual basis method of accounting. Under this method
     of accounting, income and expenses are identified with specific periods of
     time and are recorded as earned or incurred without regard to date of
     receipt or disbursements of cash.

E.   Earnings Per Share: Computed by dividing net income or loss by the weighted
     average number of shares outstanding during the year. Effective January 14,
     2002 the Company reverse split its common stock on a one share for every
     thousand shares held basis. The weighted average number of shares used in
     the current financial statements reflects this reverse split.

F.   Federal Income Taxes: The Financial Accounting Standards Board issued
     Statement No. 109, "Accounting for Income Taxes" (SFAS 109), which provides


                                      F-9
<PAGE>

     for the recognition of deferred tax assets, net of applicable valuation
     allowance, related to net operating loss carry forwards and certain
     temporary differences.

G.   Research and Development Cost: Expenditures relating to the development of
     new products and processes, including significant improvements to existing
     products, are expensed as incurred.

H.   Depreciation: Equipment and improvements are recorded at cost and
     depreciated utilizing the straight-line method over their estimated useful
     lives.

NOTE 2 - MERGER:

     On August 6, 2002, the Company merged with Ocumed. The Officers and
     Directors of Ocumed became the new management of the Company.

     The Company has accounted for the acquisition as a reverse acquisition of
     Ocumed. The Company was deemed the accounting acquirer. Accordingly,
     stockholders' equity has been restated to reflect the number of shares of
     common stock outstanding after the merger and the retained deficit of the
     Company prior to the merger. The former activities of the Company were
     discontinued and are included in discontinued operations in the statement
     of operations and net liabilities of discontinued operations in the balance
     sheet.

NOTE 3 - INVENTORIES:

     At April 30, inventories are comprised as follows:


     Finished Goods                                 $    368,475
     Work-in-process                                     157,487
     Raw materials and supplies                        1,268,359
                                                    ------------

                                                    $  1,794,321
                                                    ============




NOTE 4 - PROPERTY AND EQUIPMENT:

     At April 30, property and equipment are comprised as follows:

                                                             Estimated
                                                            Useful Life

     Land                                                  $   300,000
     Buildings                               30 years        2,200,000
     Machinery and equipment                  7 years        8,545,890
                                                           -----------
                                                            11,045,890
       Less: accumulated depreciation                        3,679,420
                                                           -----------

             Property and Equipment, Net                   $ 7,366,470
                                                           ===========


                                      F-10
<PAGE>


     Expenditures for major repairs and renewals that extend the useful life of
     the asset are capitalized. Minor repair expenditures are charged to expense
     as incurred.

NOTE 5 - INCOME TAXES:

     A.   Operating Loss: The Company, as of April 30, 2002, has loss carry
          forwards totaling $2,013,367 that may - be offset against future
          taxable income.

     B.   Components - Current and Deferred: April 30, 2002

                  Current Taxes                 $      0
                  Deferred                      $644,213
                                                --------

                                                $644,213

          Based on management's present assessment, the Company has determined
          it to be more likely than not that a net deferred long term tax asset
          of $486,336 attributable to the future utilization of $2,013,367 of
          net operating loss carry forwards as of April 30, 2002, will be
          realized.

          Accordingly, the Company has provided a $157,877 allowance against the
          net deferred tax asset in the financial statements as of April 30,
          2002. The Company will continue to review this valuation allowance and
          make adjustments as appropriate. Net operating loss carry forwards
          will expire as follows:

                        April 30                     Loss Carry Forwards
                      ------------                   --------------------

                         2013                             $   205,798
                         2014                                 643,480
                         2015                                 337,022
                         2016                                 776,346
                         2017                                  50,721
                                                          -----------

                 Net operating loss carry forward         $ 2,013,367
                                                          -----------

NOTE 6 - ROYALTY AGREEMENTS:

          The Company has two royalty income agreements with manufacturers using
          the Company's patented technology. The terms of these agreements are a
          royalty expense of six cents per package manufactured with a $50,000
          royalty minimum due. Both agreements expire in 2007.

          The Company has a royalty agreement with an inventor for the use of a
          patented eye drop dispenser. The Company is required to make payments
          of 5% of sales of Ocurest products or $4,000 per month, which ever is
          greater.

NOTE 7 - DEBT:

          The Company has two loan agreements totaling $2,862,819, payable over
          twelve years and one loan agreement for $984,783, payable over twenty
          years. The terms of the loan are interest at Prime plus 1.75% per
          annum. Principal and interest payable monthly. In addition, the
          Company incurred expenses relating to



                                      F-11
<PAGE>

          obtaining the loan agreements. These expenses are being amortized over
          the loan terms.

          A schedule of future payments of long term debt by fiscal year is as
          follows:

                           2003                       $   157,663
                           2004                           175,552
                           2005                           197,029
                           2006                           220,306
                           2007                           246,333
                           Thereafter                   2,850,719
                                                        ---------

                           Total                      $ 3,847,601
                                                      ===========

NOTE 8 - DEBT CONVERSION:

          On March 22, 2002, the Board of Directors authorized the conversion of
          the $5,600,000 Subordinated Income Debentures, issued to the former
          owners of Ocumed Group, Inc. into restricted common stock of the
          Company. The conversion was effected at one half of the market price
          on that date or $0.26 and resulted in the issuance of 22,303,712 share
          of the Company's Restricted Common Stock.

          On April 10, 2002, two shareholders exercised their right to convert
          Note Consolidation Agreements ("the Agreements") to restricted common
          stock in the Company. Per the Agreements the conversion was effected
          at the same rate as the conversion of the Subordinated Income
          Debenture and resulted in the issuance of 465,872 shares of the
          Company's Restricted Common Stock.



                                      F-12