SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

(Mark  One)

     [X]     Annual  Report under 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  number:  000-32475

                          Worldwide Medical Corporation
                          -----------------------------
                 (Name of Small Business Issuer in Its Charter)

          Delaware                                        33-0601331
          --------                                        ----------
     (State  or  Other  Jurisdiction  of                     (I.R.S. Employer
     Incorporation  or Organization)                         Identification No.)

          13  Spectrum  Pointe  Drive,  Lake  Forest,  California          92630
          -------------------------------------------------------          -----
             (Address  of  principal executive offices)               (Zip Code)

                                 (949) 598-8378
                                 --------------
                (Issuer's Telephone Number, including area code)

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

          Title  of  Each  Class                         Name  of  Each Exchange
                                                          On  Which  Registered
          ----------------------                          ---------------------

               None
               ----                                               ----

               ----                                               ----

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

                          Common Stock, $0.01 par value
                          -----------------------------
                                (Title of Class)

                          -----------------------------
                                (Title of Class)

                                        1
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     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 pursuant to Item 405
of  Regulation  S-B  is  not  contained  in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [  ]

     State  issuer's  revenues  for  its  most  recent  fiscal year. $2,867,000.

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was  sold, or the average bid and asked prices of such common equity, as
of  April  3,  2002:  $3,459,304.44.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as of the latest practicable date. On April 3, 2002, there were
                                                    ----------------------------
     14,810,069  shares  of  the  Registrant's  Common  Stock  outstanding.
     ----------------------------------------------------------------------

                                        2

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<TABLE>
<CAPTION>

                                                      TABLE OF CONTENTS

ITEM     PAGE
----     ----


        PART I
<C>     <S>                                                                                                                <C>
    1.    Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
    2.    Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
    3.    Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
    4.    Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

        PART II

    5.    Market for Common Equity and Related Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
    6.    Management's Discussion and Analysis of Financial Condition and
          Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
    7.    Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
    8.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. . . . . . . . . . . . . .  39

        PART III

    9.    Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act  40
   10.    Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
   11.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. . . . . . . . .  44
   12.    Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
   13.    Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
</TABLE>



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                                     PART I

     This  Annual  Report  on  Form  10-KSB  contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, and Section 21E
of  the  Securities  Exchange  Act  of  1934.  These statements relate to future
events or the Company's future financial performance.  The Company has attempted
to  identify  forward-looking statements by terminology including "anticipates,"
"believes,"  "expects,"  "can,"  "continue,"  "could,"  "estimates,"  "expects,"
"intends,"  "may,"  "plans,"  "potential," "predicts," "should" or "will" or the
negative  of  these terms or other comparable terminology.  These statements are
only  predictions, and forward-looking statements, and involve known and unknown
risks, uncertainties and other factors, including the risks outlined under "Risk
Factors"  contained in Part I of this Annual Report that may cause the Company's
actual results, levels of activity, performance or achievements to be materially
different  from  any  future  results,  levels  or  activity,  performance  or
achievements  expressed or implied by these forward-looking statements.  For all
of  these predictions and forward-looking statements, we claim the protection of
the  safe  harbor  for  forward-looking  statements  contained  in  the  Private
Securities  Litigation  Reform  Act  of  1995.

     Although  the  Company  believes  that  the  expectations  reflected in the
forward-looking  statements  are reasonable, the Company cannot guarantee future
results,  levels  of  activity,  performance,  or  achievements.  The  Company's
expectations  are as of the date this Form 10-KSB is filed, and the Company does
not  intend  to update any of the forward-looking statements after the date this
Annual  Report  on  Form  10-KSB  is filed to conform these statements to actual
results,  unless  required  by  law.


CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS.

     Certain statements we make in this Annual Report on Form 10-KSB (as well as
in  other public filings, our web site, press releases, and oral statements made
by  Company  management  and/or  representatives,)  constitute  forward-looking
statements,  which  are  subject  to  risks  and uncertainties.  Forward-looking
statements  include  information  concerning:

-     our  belief  concerning  future  sales  and  net  earnings  growth;

-     our  belief  concerning  the  growth  of  our  cash  flow;

-     our  ability  to  reduce selling, general and administrative expenses as a
      percentage  of  net  sales;

-     our  belief  that  we  have  sufficient  positive cash flow to support our
      working  capital  needs  and  debt  service  requirements;

-     our  belief  that  we  can  improve  inventory  turnover;  and

-     our  future  results of operations, including sales and earnings per share
      growth.

                                        4
<PAGE>

     You  should understand that the following important factors, in addition to
those  discussed  elsewhere  in this Annual Report and in the documents that are
incorporated  by reference (and in our other public filings, press releases, and
oral  statements made by Company management and/or representatives), could cause
actual  results to differ materially from those expressed in the forward-looking
statements:

WHAT  FACTORS  COULD  AFFECT  THE  OUTCOME  OF  OUR  FORWARD-LOOKING STATEMENTS?

INDUSTRY  AND  MARKET  FACTORS

-     changes  in  economic conditions generally or in the markets served by us;

-     future  federal  and/or state regulatory and legislative actions affecting
      Worldwide  and/or  our  markets;

-     consumer  preferences  and  spending  patterns;  and

-     competition  from  others,  and  from  alternative  distribution channels.

OPERATING  FACTORS

-     our  ability  to  continue  to  implement  new  information  technologies;

-     our  ability  to  continue  to  purchase  inventory  on  favorable  terms;

-     adverse  determinations  with  respect  to  litigation  or  other  claims;

-     our  ability  to  attract, hire, and retain suitable management personnel;
      and

-    our  ability  to establish effective advertising, marketing and promotional
     programs, including pricing strategies, in the different geographic markets
     in  which  we  sell  our  products.


     Significant  variability  in  orders  during any period may have a material
adverse  impact  on  the  Company's  cash  flow, and any significant decrease in
orders  could  have  a  material  adverse  impact  on  the  Company's results of
operations  and  financial  condition.  As  a  result, the Company believes that
period-to-period  comparisons  of  its results of operations are not necessarily
meaningful  and  should  not  be  relied  upon  as  any  indication  of  future
performance.  Fluctuations  in  the  Company's operating results could cause the
price  of  the  Company's  Common  Stock  to  fluctuate  substantially.

                                        5
<PAGE>
ITEM  1.     DESCRIPTION  OF  BUSINESS.

     Worldwide  Medical  Corporation  ("Worldwide,"  the "Company," or "we"), is
engaged  in  the  marketing  and  distribution  of  accurate  and  confidential
diagnostic tests that deliver immediate and preliminary results for detection of
drugs  of  abuse  and  other  medical  conditions  in humans, including, but not
limited  to, hidden blood in the stool, alcohol breath scans, and home screening
for  cholesterol.  Products  are  sold  under our trademark "First Check(R)" and
promoted  with our motto: "When the need to know is NOW."  Our other diagnostic
assays  include fertility tests to detect pregnancy and ovulation and assays for
certain  infections  and sexually transmitted diseases.  In medicine, an "assay"
is  the means of measuring a substance of clinical interest.  The results of the
measurement  are  either qualitative, "yes/no," or quantitative, i.e. the number
of  an  item, for example, red blood cells, in a sample.  Sales of our ovulation
and  infectious  disease diagnostic products have not been significant to, date;
primarily  because  of  the  limited  resources  we have available to market the
products,  competitive  market-place  issues,  and  the current lack of required
governmental  approval  for  those  products.  See "Products" and "Marketing and
Sales."

     We  introduced  our  First Check family of diagnostic tests at the American
Association  of  Clinical  Chemistry  annual  convention  in  August  of  1995.
Commercial  sales  were  first  generated  in  December  of  1995,  and  we were
considered  a  development-stage  enterprise  prior  to  1996.

     Historically,  we have generated substantially all of our net revenues from
our  drugs  of  abuse  tests.  For  our 2001 and 2000 fiscal years, our drugs of
abuse tests were responsible for approximately 82 percent and 87 percent, of our
net  revenues,  our  alcohol  breath  tests were responsible for approximately 3
percent  and  4 percent of our net revenues, our colorectal screening tests were
responsible  for  approximately 14 percent and 4 percent of our net revenue, our
cholesterol  tests were responsible for approximately 1 percent and 0 percent of
our  net  revenue,  and  our  infectious  disease  tests  were  responsible  for
approximately  1  percent  and  5  percent  of  our  net  revenue, respectively.
Commencing  late  in  our  2000  fiscal  year, the colorectal portion of the net
revenues  increased because we began to increase our marketing attention on this
product  during  the  year  ended  December  31,  2001.

     The  development, manufacture, and marketing of medical diagnostic products
are subject to regulation by the United States Food and Drug Administration (the
"FDA")  and  other  federal,  state,  and  local  entities.  The  FDA  regulates
pre-clinical  and  clinical  testing, manufacturing, labeling, distribution, and
promotion  of  medical  devices  under  the  Federal Food, Drug and Cosmetic Act
("FFDCA")  and  regulations  promulgated  thereunder Section 510(k) of the FFDCA
requires certain medical device manufacturers to notify FDA, at least 90 days in
advance,  of  their  intent  to  market  a  medical  device.  This  is  known as
"Pre-market  Notification,"  also called PMN or 510(k).  The notification allows
the  FDA  to  determine  whether  the  specific device is equivalent to a device
already  placed  into  one  of three classification categories.  A "new" device,
that  is, one not in commercial distribution prior to May 28, 1976, that has not
been  so classified, can be properly identified.  Specifically, a medical device
manufacturer  is  required  to submit a pre-market notification if it intends to
introduce  a  device  into  commercial  distribution  for  the  first time or to
reintroduce  a  device  that  will  be  significantly changed or modified to the
extent  that  its  safety  or  effectiveness  could be affected.  Such change or
modification  could relate to the design, material, chemical composition, energy
source,  manufacturing  process,  or  intended  use.

                                        6

<PAGE>

     Thus,  510(k)  clearance is an FDA designation that indicates that the test
results  are  reliable  and correlate to the claims made by the manufacturer and
that  permits  the  sale  of the device by the manufacturer to professionals.  A
510(k)  "over-the-counter"  ("OTC") clearance is a separate FDA designation that
indicates  not  only  that  the  test  results are reliable and correlate to the
claims  by  the  manufacturer,  but  also  that the packaging, instructions, and
language,  as  reviewed  by  the  FDA,  can  be  readily  understood  by  a
non-professional  consumer,  and that the sale of the device by the manufacturer
is  also  permitted  to  the  general  public.

     All  of the products that we currently offer, both for professional and for
consumer  use,  have  been deemed by the FDA to be "substantially equivalent" to
other  devices  placed  into  commercial  distribution prior to May 28, 1976, by
other  entities  and  all  of  our  products  have  received the relevant 510(k)
clearance  from the FDA for distribution in the United States.  All of our First
Check  family  of  products  has also received 510(k) over-the-counter clearance
from the FDA.  On June 23, 2000, the Company received its OTC clearance from the
FDA  for  three  of our First Check urine-based tests for drugs of abuse: "panel
one" for marijuana, "panel two" for marijuana and cocaine, and "panel three" for
marijuana,  cocaine,  and methamphetamines.  Final 510(k) OTC clearance from the
FDA  of  our  "panel  four"  test,  which  screens  for  marijuana,  cocaine,
methamphetamines,  and  opiates, was received in October 2000.  In 2001, the FDA
provided  our  supplier,  V-Tech,  Inc.,  with  510(k)  OTC  clearance  for  our
five-panel  integrated cup-testing product for marijuana, cocaine, amphetamines,
opiates,  and  phencyclidine ("PCP").  We have decided to market this five-panel
test  to  the  professional,  rather than the consumer, market.  Accordingly, we
have  incorporated  an  adulterant  strip  that  detects masking agents in human
urine.  See  "Products"  and  "Governmental  Regulation,"  below.

     Under the FDA's new product clearance guidelines for home testing for drugs
of  abuse,  the  consumer,  in addition to securing an accurate and confidential
preliminary  test  result,  also  must  be provided with the option to request a
confirmatory  laboratory  test.  Management  believes  that the category of home
screening  test  products  is emerging rapidly as a growth opportunity for major
drug, discount, and supermarket retailers.  Our 510(k) OTC clearance provides us
with  an opportunity to be early to market with our First Check rapid tests that
deliver  unmasked, drug-specific, accurate, and confidential preliminary results
in  the  privacy  of  the  user's  home  or  work  place.

     On  January 1, 2001, the Company, Dr. Francisco Rojas, our Chief Scientific
Officer  and  one  of  our  Directors,  and  Dr.  Ines  Moretti  formed Spectrum
Analytics,  Inc.  ("Spectrum"),  a  California  corporation,  that  provides gas
chromatography/mass  spectrometry  ("GC/MS") confirmatory analysis for our First
Check  customers.  GC/MS  is  a combination of sophisticated instrumentation and
techniques  that  can  accurately confirm the presence of and identify a drug of
abuse  in  a biological specimen.  Until April 2, 2002, 50 percent of Spectrum's
equity  was  owned  by  the  Company  and 50 percent was owned by Drs. Rojas and
Moretti.  Effective  that  date,  the Company purchased the equity owned by Drs.
Rojas and Moretti for the following consideration: (i) the Company forgave a $58
thousand obligation from Pyxis Laboratories, Inc., a company wholly owned by Dr.
Moretti,  through which she held her ownership of Spectrum; and (ii) the Company
issued  50,000 shares of its common stock to Dr. Rojas, which shares were valued
at  an aggregate of $20,250.  At Spectrum's inception, Drs. Rojas and Moretti
contributed  $50  thousand  in equipment to Spectrum and the Company contributed
$50  thousand  in  capital.  Thereafter,  Drs.  Rojas  and Moretti have provided


                                        7

<PAGE>

on-going  laboratory  services  and the Company has provided necessary operating
capital  to  Spectrum.  During  the  year  ended  December 31, 2001, the Company
allocated  $85  thousand  in  expenses  to Spectrum, consisting of salary, rent,
utilities, and other operating costs, advanced $171 thousand to Spectrum and its
vendors,  and paid $30 thousand to Spectrum for confirmatory tests performed for
the  benefit  of  purchasers  of  the  Company's  Drugs of Abuse tests.  The net
financial  impact to the Company for all of such activities was a net investment
of  $236  thousand  in  Spectrum.

     In  conjunction  with  our  FDA  OTC clearance, the Company re-designed its
First  Check  product  packaging.  The  re-design  includes  new  artwork,  new
labeling,  and  a more comprehensive instruction booklet, as well as a transport
box  to  be  utilized  to  send the urine sample to Spectrum for GC/MS analysis.
Management  believes  that the new product packaging will increase the products'
on-the-shelf  awareness  and  sales.

     The  Company  contracts  with  various  manufacturers  to  provide  us with
components  for  our  First  Check  family of products.  We limit our production
activities to assembly, packaging, labeling, and shipping.  Since inception, our
strategic  plan  has  been  to  build  an  efficient  domestic and international
distribution  network  for  our products.  Our First Check family of products is
primarily  sold  to  laboratories, medical providers, employers, law enforcement
agencies,  educators,  concerned  parents,  and  the  general  public.

     The  Company's  long term goals include (i) commencing significant research
and  development  activities  to develop proprietary home testing products, (ii)
diversifying  our  marketing  and  distribution  channels,  and  (iii)  entering
long-term  manufacturing  agreements  to  secure  lower  cost, secure sources of
supply  for  components  of  our  products.

     The Company was incorporated in Delaware in 1983, and is the successor to a
California  corporation of the same name formed in 1994 ("Worldwide California")
as  a  result  of  the  September  1997  merger of Worldwide California with our
wholly-owned  subsidiary  (the  "Merger").  The  Merger  was  accounted for as a
reverse  acquisition,  with  Worldwide California treated as the acquirer and no
step-up  recorded  in  the  basis  of  its  assets.  Since  the  parent Delaware
corporation  was  essentially  a  "public shell" with no assets, liabilities, or
business operations prior to the Merger, the effect of the Merger was similar to
a  reincorporation.  Our  address  is  13  Spectrum  Pointe Drive, Lake Forrest,
California  92630.  Our telephone number is (949) 598-8378; our facsimile number
is  (949)  598-8757;  and  our  web  address  is  www.wwmed.com.

IMMUNOASSAY  TECHNOLOGY  BACKGROUND

     The  Company's  diagnostic  tests are solid-phase enzyme immunoassays -- in
vitro  medical  diagnostic procedures based upon the interaction of antigens and
antibodies.  An  enzyme  is  a  protein  that  facilitates or induces a specific
chemical  reaction.  An  immunoassay  is  the  means of measuring a substance of
clinical interest by using antigen-antibody reactions.  In general, an "antigen"
is  a  foreign  substance, such as a drug complex, an infectious bacterium, or a
virus,  that  stimulates the immune system to produce antibodies.  An "antibody"
is  a protein that is a natural part of the human immune system that is produced
by  specialized  cells  to neutralize antigens and protect the body from foreign
substances.  Each type of antibody has a unique molecular structure that enables

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it  to  bind  to, and eliminate one specific antigen to form an antigen-antibody
complex.  "Immunodiagnostic"  testing  makes use of the known characteristics of
antigen-antibody  binding  to  determine  the  concentration  of  a  particular
substance  in  a  body  by means of testing small samples of body fluid, such as
urine,  serum,  or whole blood.  The primary advantage of immunoassay testing in
diagnostic  medicine  is  its  high  degree  of  sensitivity  and  specificity.
Sensitivity is the ability of an assay to detect and measure small quantities of
a substance, while specificity is the ability of an assay to distinguish between
similar  materials.

     Commercial  development and use of immunoassay tests in diagnostic medicine
commenced  in the mid-to-late 1960's.  Immunoassay tests initially used a minute
radioactive  tracer  to  enable  instruments  to  read test results.  Subsequent
developments  use enzymes to produce a measurable color change.  Commercial test
kits  incorporating  the  use of enzymes on a solid surface, such as a membrane,
were  first  introduced in 1984.  Membrane-based technology is particularly well
suited  for  the  development  of  accurate,  economical,  and  rapid  in  vitro
immunodiagnostic  tests,  referring  to  tests  performed  outside  of the body.
Membranes  allow  a  test  to  eliminate  interfering  substances automatically,
concentrate  components,  perform  selected  chemical  steps  sequentially,  and
determine  sample  sizes  accurately,  all  without  user  involvement.

     These  newer  techniques  advanced  previous  immunoassay  technology  by
eliminating  the  need  for  instrumentation  to  measure  color  development.
Variations  of  this technology form the basis for most of the rapid immunoassay
test-systems that are currently manufactured and sold by numerous companies.  An
immunoassay  test  process  typically  involves  introducing  a patient specimen
sample  to the test system, which is normally enclosed in a small plastic shell,
to  allow  an  antigen-antibody reaction to occur.  If the "analyte" is present,
specifically  bound  "reagents,"  or  chemicals  added to the sample in order to
cause  a  chemical  or  biological  reaction  that  will  enable  measurement or
identification  of a target substance, remain in the area and other compounds in
the  system cause a color change.  An analyte is a substance that is the subject
or  "end-point"  of  a  diagnostic  test,  i.e., the substance to be detected or
determined  to  be  either  absent or in a lower concentration than necessary to
yield  a positive result.  A lack of color indicates that the patient sample did
not  contain  detectable  quantities  of  the  target  analyte.  Rapid  enzyme
immunoassays  are  especially  well suited for on-site "yes/no" diagnostic tests
not  requiring  laboratory  equipment; positive results can be confirmed by more
extensive  laboratory  testing  if  desired  under the particular circumstances.

     Management  believes  the  market  for  in  vitro  diagnostic  testing  has
experienced  rapid  growth  due to growing public awareness of health and safety
issues;  recognition by physicians that regular diagnostic testing can result in
earlier  detection,  diagnosis,  and  effective treatment; increased alcohol and
drug-related screening by employers and other institutions; and the introduction
of  cost-effective  and  accurate  products.  On-site  rapid  diagnostic testing
offered  by  enzyme  immunoassay  provides  a fast, cost-effective, and accurate
alternative  to  conventional  clinical  laboratory  testing.

     Currently,  the  majority  of  diagnostic  testing  is  done in centralized
laboratories.  Laboratory  testing  usually  involves  skilled  technicians, who
measure  and process a specimen, add reagents, and use sophisticated instruments
to  read and calculate the results.  Typically, results are not available for 24

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to  72  hours.  By  contrast,  on-site  rapid  enzyme  immunoassay  tests at the
workplace  or  in  other remote locations permit the user to obtain quantitative
results,  usually  within  minutes.  On-site  testing  also eliminates the time,
cost,  shipment,  and  handling  of  specimen  samples associated with utilizing
remotely  located laboratories.  Management expects the market for on-site rapid
immunodiagnostic  testing to continue to grow, creating market opportunities for
the  Company.

PRODUCTS

     Set forth below is a list of our First Check rapid home screening tests and
the  current  FDA  status  of  each  test:

-     Currently  sold  and FDA 510(k) cleared for professional use in the United
States.

Drugs  of  Abuse:
     THC  -  tetrahydrocannabinol,  or  marijuana
     COC  -  cocaine
     OPI  -  opiates/morphine/heroin
     AMP  -  amphetamines
     MET  -  methamphetamines
     BAR  -  barbituratesBZO  -  benzodiazepines
     PCP  -  Phencyclidine
     MTD  -  methadone

Infectious  Diseases:
     Mononucleosis
     Rubella,  or  German  measles
     Strep  A  (streptococcus  bacterial  throat  infection)

-     Currently  sold  and  FDA 510(k) OTC cleared for professional and consumer
use  in  the  United  States.

Drugs  of  Abuse:
     Panel  I    -  THC
     Panel  II   -  THC  and  COC
     Panel  III  -  THC,  COC,  and  MET
     Panel  IV   -  THC,  COC,  MET,  and  OPI
     Panel  V    -  THC,  COC,  AMP,  OPI,  and  PCP

Fertility  Testing:
     human  Chorionic  Gonadotropin,  or  hCG
     lutenizing  hormone,  or  LH

-    Offered  in the United States for research purposes only, and sold in small
     quantities  outside  the  United  States for professional and consumer use.
     Currently  in  clinical  trials prior to preparation of an FDA application,
     the  successful completion, preparation, or approval of any of which cannot
     be  assured.

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<PAGE>

Infectious  Diseases:
     Helicobacter  pylori;  an  infectious  agent  causing
     peptic  and  duodenal  ulcers

Sexually  Transmitted  Diseases:
     Chlamydia

-    Offered  in  the  United  States  for  research purposes only. Currently in
     pre-clinical  studies  prior to clinical trials and an FDA application, the
     successful  completion,  preparation, or approval of any of which cannot be
     assured.

Sexually  Transmitted  Diseases:
     human  immunodeficiency  virus,  or  HIV  1  /  2

Drugs  of  Abuse

     We  sell  test  kits that react to the following drugs of abuse: marijuana,
cocaine,  and  opiates, such as morphine and heroin, amphetamines, PCP, Ecstasy,
and  methamphetamine,  and  barbiturates  and  benzodiazepines.

Cholesterol  Testing

     We  sell  kits  that  test for high cholesterol, or hypercholesterolemia, a
risk factor for coronary heart disease and currently, the leading cause of death
in  the  United  States.  The  liver  naturally  produces  cholesterol.  When
cholesterol  rises  above  the desirable level, it may be stored in the body and
may  increase  the  risk  for  heart  disease  or  stroke.  Current medical data
indicate  that  aggressive cholesterol reduction techniques decrease the risk of
coronary  heart  disease.

Colorectal  Disease

     We  sell kits that test for colon cancer, the third most commonly diagnosed
cancer  in  the  United  States  and  the  second leading cause of cancer death.
Prevention  and  early  detection  are  key  factors  in  controlling and curing
colorectal  cancer.  Current  medical  practice  suggests  that individuals with
average  risk  for  colorectal cancer, that is, those with no personal or family
history  of  colon cancer, should begin annual fecal occult blood testing at age
50.

Alcohol

     We  sell kits that test alcohol levels.  Alcohol, like sedatives, depresses
the  central nervous system and impairs performance on many levels, ranging from
reaction  time  and eye-hand coordination to lapses of judgment and inability to
perform  several  tasks  simultaneously.  In  the United States, alcohol plays a
part  in  half  of  the  automobile fatalities and nearly half of all industrial
accidents.  Generally,  0.1  percent  and 0.08 percent blood alcohol levels have
been  used  as the benchmark for the regulation of negative behaviors related to
alcohol.

FIRST  CHECK  TEST  FORMAT  AND  PROCEDURES


                                       11
<PAGE>

     The Company's First Check rapid tests for drugs of abuse are enclosed in an
oval-shaped  plastic  container,  as well as an integrated cup.  Our First Check
rapid  tests for drugs of abuse can be administered at home and in the workplace
by  non-certified  technicians.  All  of the reagents, chemistry, and a membrane
system  for the test to function automatically are enclosed in the plastic case.
Therefore,  the  user  need  not mix or add reagents, but only introduce a small
sample  of  the  fluid  specimen  into  an  opening in the plastic case.  In the
industry,  tests requiring only this step are generally called "one-step" tests.

     The  First  Check  plastic  case contains two openings on one side, a round
orifice  into  which the patient fluid sample is introduced and a larger opening
or window in which test results, indicated by the presence or absence of colored
lines,  can  be  seen  in  approximately  eight minutes.  This window in turn is
comprised of two sections, a larger area or "test window," and a smaller area or
"control  window."  In  panel  tests  for  drugs of abuse, the side of the "test
window" is further marked into subsections to show the places where test results
for  each  drug  in  the  panel are viewed.  If colored lines appear in both the
control  window  and  the  test  window,  a  positive result is indicated.  If a
colored  line  appears  in  the  control window and no line appears in the "test
window,"  a  negative  result  is  indicated, that is, the test did not show the
presence of the drug or medical condition.  If a colored line does not appear in
the  "control window," the test was invalid for some reason, such as the failure
to  use  the  type of fluid sample required.  At the user's option, a laboratory
using GC/MS analysis, at no additional cost, can confirm the test results of our
products.

     The  First  Check  pregnancy  and ovulation tests are one-step, solid-phase
immunoassays.  Three  types  of  pregnancy  tests  are offered: one for use with
urine;  one  for use with either urine or serum; and the mid-stream stick format
for  use  with  urine  without the necessity of handling the urine sample.  Each
produces  test  results  within  one  to  three  minutes.  The ovulation test is
designed  for use with a urine sample and produces results within three to eight
minutes.  These tests may be stored at room temperature and have a shelf life of
18  months.

MARKETING  AND  SALES

     The  Company  primarily  provides  its  First  Check family of confidential
screening  tests  to  its  intended  end-users  through  distributors and retail
outlets.  Currently,  we  have  established  relationships  with  a  variety  of
large-scale,  well-known  distributors,  such  as  Bergen Brunswig Drug Company,
"AmerisourceBergen," a wholly-owned subsidiary of AmerisourceBergen Corporation,
the  nation's  largest  pharmaceutical  services company dedicated solely to the
pharmaceutical  supply  chain;  Cardinal  Health,  Inc.,  "Cardinal," one of the
nation's  leading  providers of products and services supporting the health-care
industry;  and  McKesson Corporation, "McKesson," the world's leading healthcare
services  company; and retail outlets, such as Eckerd Corporation, "Eckerd," the
nation's  fourth  largest drugstore chain; Longs Drug Stores Corp.  "Longs," one
of  the  top  10 drug chains in the nation; The Kroger Co., "Kroger," one of the
nation's largest grocery retailers; and Rite Aid Corporation, "Rite Aid," one of
the  nation's  leading drugstore chains.  Our distributors purchase our products
and  resell and deliver them to retail drug stores, supermarkets, and healthcare
facilities  and  providers,  to  the extent that we do not supply them directly.
Management  views  the  distribution of our products to be national in scope and
our products are available in 44 states.  Our products are also available on our
website,  although  we  do  not  actively  promote  direct-to-consumer  sales.


                                       12
<PAGE>

     Certain  of  our customers are serviced directly by us; others are serviced
through  TKR  Investments, Inc. ("TKR"), a sales and marketing organization; and
the  balance  of  our  customers  are serviced by five independent, commissioned
sales  representatives.  We  also  distribute  our  First Check products and our
professional  products  through  our  website,  www.wwmed.com.

     In  January  of  2001,  we  entered  into  a  sales agreement with TKR that
provided  for a monthly retainer of eight thousand dollars and a commission rate
that  varies  between  2.5  percent  and 4 percent, depending on incremental net
sales.  TKR is a sales and marketing organization that specializes in the retail
drug,  mass  merchandise,  and  supermarket  channels  of  distribution.  For
Worldwide, its function is to establish direct contacts between the upper levels
of  purchasing  management  of  national  or  super-regional  retail  outlets or
distributors  and  Daniel  G. McGuire.  The agreement is terminable by TKR or us
upon 120 days' written notice.  Thomas Ramstead, a former director of Worldwide,
owns  TKR.

     TKR's  functions  were  performed by Worldwide Sales Management Corporation
("Worldwide  Sales"),  an enterprise jointly owned by Mr. Ramstead and Daniel G.
McGuire  through  December  of  2000.  When  Mr. McGuire became our President in
April  of 2000, he divested himself of his interest in Worldwide Sales.  At that
time,  we  also  began to service certain of our customers directly.  During the
remaining  nine  months  of  2000, we halved the commission rate that we paid to
Worldwide  Sales,  from  15  percent  to  7.5  percent.

     Our independent, commissioned sales representatives represent our products,
as well as those of other companies or brands, in certain local geographic areas
where  management  has deemed it to be a more cost-effective distribution method
than  direct  sales  efforts  or  sales  through  the  Company's  distributors.

     Cyber Marketing, Inc. ("Cyber Marketing") is responsible for the design and
maintenance  of  the  Company's  website.  Our  two-year  agreement  with  Cyber
Marketing,  effective  August  9,  2000, provides it with the exclusive right to
market  our  products  on the Internet, both through our website and through any
other e-commerce sites that Cyber Marketing may determine to use.  Consumers, or
medical  professionals,  can  enter  our website to order our products directly.
Cyber  Marketing  is  responsible  for  processing the orders and delivering the
products.  We  sell  our products to Cyber Marketing at our standard distributor
prices  and  provide  it  with  the  same advertising incentives and promotional
allowances  that  we  accord to our other major customers.  We do not compensate
Cyber  Marketing  for  their support of our website or their distribution of our
products;  Cyber  Marketing  generates  its  revenues  and  margins based on the
difference  between  its  purchase  and  sales  prices  for  our  products.  The
agreement  is terminable by Cyber Marketing or us upon 180 days' written notice.
Cyber  Marketing  is  owned  by  one  of  our  directors,  James  G.  Barrons.

     To  date,  the Company's marketing efforts have been focused on cooperative
advertising  programs  designed  to  build category and brand awareness.  In our
2000  fiscal year, two of our customers, Rite Aid and Eckerd, each accounted for
more  than  10  percent of our revenues.  For our 2001 fiscal year, three of our
customers, Rite Aid, Eckerd, and AmerisourceBergen, each accounted for more than
10  percent  of our revenues.  In each of such fiscal years, international sales

                                       13
<PAGE>

to Australia and Japan represented less than 1 percent of our total revenues and
were  achieved  by  sales  representatives.

     Through the efforts and contacts of Mr. McGuire, with the assistance of Mr.
Ramstead  on  an  as-needed basis, under the auspices of the Company's agreement
with TKR, the Company intends to continue to increase the number of distributors
and  wholesalers,  similar  to  AmerisourceBergen,  Cardinal,  and McKesson, and
retailers,  similar  to  Eckerd,  Longs,  Kroger,  and  Rite  Aid, with which it
currently  has  established  relationships,  both  to  increase  domestic and to
commence  meaningful  international distribution.  Management cannot provide any
assurance  that  the  Company  will be presented with any such new agreements on
terms  acceptable  to  it  or  at  all.  Further  management  cannot provide any
assurance  that  such  agreements  will result in increased revenues or generate
profits  for  the  Company.

     The  Company  also intends to engage additional regional, independent sales
representatives to represent its products in various markets that are currently,
and  are  expected  to  remain,  unserved or underserved by our distributors and
retailers.  Independent  sales  representatives  can  provide  an  alternative,
cost-effective method for a manufacturer to distribute its products, without the
economic  investment  in direct sales personnel or in reduced sales margins that
often  result from the discounts provided to a company's distributors.  Further,
in  certain  local  markets,  sales  representatives  may  have  greater  market
knowledge  of  those  local areas and may be able to leverage that knowledge and
their  sphere  of  influence in those locales more economically than a company's
direct  sales  personnel.  Sales  representatives  are especially cost-effective
when  a  company's  products are relatively inexpensive and are not sold in high
volume  in  any  specific  region.

                                       14
<PAGE>
Sales  Percentage  Attributable  to  Market  Segment
<TABLE>
<CAPTION>


                    Fiscal  Year  Ended  Fiscal  Year  Ended
                      December 31, 2001    December 31, 2000
<S>                  <C>                 <C>
Retail Sales. . . .                 73%                  75%
                     ------------------   ------------------
  Subtotal. . . . .                 73%                  75%
                     ------------------   ------------------

Labs. . . . . . . .                  3%                   2%
Hospitals . . . . .                  5%                   2%
Police Departments.                  7%                  10%
Educational . . . .                  3%                   4%
Government. . . . .                  5%                   5%
Employer. . . . . .                  1%                   *
Direct-to-Consumer(1)                3%                   2%
                     ------------------   ------------------
  Subtotal. . . . .                 27%                  25%

    Total . . . . .                100%                 100%
                     ==================   ==================
</TABLE>



     *     Represents  less  than  one  percent.

     (1) The  Company does not market directly to consumers. However, a consumer
     may  purchase  the  Company's  products  directly by visiting the Company's
     website.

     There  can  be  no assurance that we will enter any additional distribution
agreements  or  engage any additional independent sales representatives on terms
acceptable  to  us,  or at all.  Further, if we enter any such agreements, there
can  be  no  assurance  that  we  will  generate incremental revenues or profits
therefrom.

RESEARCH  AND  DEVELOPMENT

     To  date,  the  Company's research and development activities relate to the
initial  development  in  1994 and 1995 of test kits for diagnostic products and
research  and  development  of  fertility  assessment  tests since January 1997.
Since  our receipt of a warning letter from the FDA with respect to the consumer
versions  of  our First Check Drugs of Abuse Home Screening Tests, substantially
all of our research and development activities have been focused on the clinical
research and consumer surveys required by the FDA for our 510(k) OTC clearances.
Research and development expenses were $72 thousand in our 2001 fiscal year, and
$73  thousand  in  our  2000  fiscal  year.

SOURCES  OF  SUPPLY

     The  Company  contracts  with  various  manufacturers  to  provide  us with
components  for our First Check products.  We limit our production activities to
assembly,  packaging,  labeling,  and  shipping.  Since inception, our strategic
plan  has  been  to  build  an efficient domestic and international distribution
network.  Our  First  Check products are primarily sold to laboratories, medical

                                       15
<PAGE>

providers,  employers,  law  enforcement agencies, educators, concerned parents,
and  the  general  public.

     We  purchase  each  active  component  for  our  First Check drugs of abuse
products  and  our colorectal and cholesterol products from a separate supplier.

     We  purchase our Drugs of Abuse tests from Applied BioTech, Inc.  ("Applied
BioTech"),  a  division  of Apogent, Inc., located in San Diego, California.  We
place  unit-price  purchase  orders  approximately  every  12 weeks with Applied
BioTech  to custom manufacture our First Check Drugs of Abuse Tests.  We own the
FDA  510(k)  clearance  for these products, and are not restricted from entering
into  a  secondary  manufacturing  agreement  with  other suppliers.  Management
believes  that  several  alternative  manufacturers would be able to manufacture
these  products for us in the event that Applied BioTech were unable to continue
to supply us and that such a change of supplier would not have a material effect
on  our  ability  to  supply  our  customers.

     We  purchase,  on  an as-needed basis, our Cholesterol tests from AccuTech,
LLC  ("AccuTech"),  located  in  Vista,  California.  We  have  a  private label
agreement  with AccuTech, that allows us to market their product under the First
Check  brand  trademark.  AccuTech,  owns the FDA 510(k) clearance on this test.
However, AccuTech is one of three manufacturers of home cholesterol tests and we
are  not  contractually  precluded  from  purchasing  products from any of them.
Management  believes  that any of the alternative manufacturers would be able to
manufacture  this  product  for  us  in  the  event that AccuTech were unable to
continue  to  supply  us at all or on substantially current terms and conditions
and  that  such  a  change  of  supplier would not have a material effect on our
ability  to  supply  our  customers.

     During  our 2001 fiscal year, we purchased our Colorectal tests from Helena
Laboratories  Corp.  ("Helena  Labs") in Beaumont, Texas.  Helena Labs is one of
three  manufacturers  of home colon tests and we are not contractually precluded
from  purchasing  products  from  any  of them.  During our 2002 fiscal year, we
contracted  to  commence  the  purchase of our Cholorectal tests from Biomerica,
Inc.  ("Biomerica"),  located in Newport Beach, California, one of the other two
manufacturers  of  home  colon  tests referenced above.  We have a private label
agreement with Helena Labs and Biomerica that allows us to market their products
under  the  First  Check  brand trademark.  Each of them has received FDA 510(k)
clearance  for  these tests.  Management believes that each of the manufacturers
would  be  able  to  manufacture  this  product  for  us on acceptable terms and
conditions and that a change of supplier would not have a material effect on our
ability  to  supply  our  customers.

     We  purchase  our  fertility,  ovulation, and infectious disease tests from
V-Tech, Inc. ("V-Tech"), located in Pomona, California.  We have a private label
agreement  with  them  that  allows  us  to market their various tests under the
Company's  First  Check brand trademark.  V-Tech is one of several manufacturers
of  these tests in the United States and we are not contractually precluded from
purchasing  products  from  any  of  them.  Management  believes that any of the
alternative  manufacturers would be able to manufacture these products for us in
the  event  that  V-Tech  were  unable  to  continue  to  supply us at all or on
substantially  current  terms  and conditions and that such a change of supplier
would  not  have  a  material  effect  on  our  ability to supply our customers.


                                       16
<PAGE>

     Management  believes  that  the Company would be able to secure alternative
sources  for  any  of  their  test  products if the need arose.  However, if our
supply of active components were reduced or discontinued, or if our cost of such
products  were  materially increased, unless and until we were able to establish
such  alternative  sources  of  supply  at historical costs, our sales and gross
margins  would  be  materially adversely affected.  We cannot assure you that we
would  be  able to obtain such active components for our products, or reasonable
substitutes thereof, from other manufacturers timely, on terms acceptable to us,
or  at  all.  In  the event that the Company is unable to replace its suppliers,
the  Company  may  not  be able to produce and sell its products as anticipated.

COMPETITION

     Several  companies  compete with us in our various product categories, many
of which have more experience and greater human and financial resources than we.
With  respect  to  alcohol and cholesterol tests, the companies that manufacture
our  tests  also  produce  and  distribute their own tests under their own brand
name.  The  home  screening  test industry has not matured, such that management
believes  that  no  accurate  measurement  of  any  company's  market  share  is
available.  However,  with  the  exception  of  Eckerd,  none  of  the Company's
competitors'  products  is  distributed  by our distributors or are available in
retail  outlets  that  we  directly  supply.  Such  exclusivity  is not based on
contract,  but  on  historical  conduct.  The  Company's ability to increase its
revenues  is  highly  dependent  upon  its ability to finance an increase in the
production of its products to increase the number of outlets that stock and sell
its  products.

     Our  current  supplier  of  Drugs of Abuse Tests, Applied BioTech, does not
currently  market or sell its own over-the-counter product.  Our main competitor
for  these  tests  is  Phamatech,  Inc.  ("Phamatech"),  a  private  diagnostic
manufacturer  located  in San Diego, California.  Their products, marketed under
the  brand  name  "At  Home," require the user to mail the urine sample and test
cassette  to  their  laboratory.  They  provide  results to the user in 10 days.
Management  believes that the Company's products are superior to Phamatech's not
only  because  the  Company's  products are less expensive, but also because the
Company's  tests provide "unmasked" results, or results that are readable by the
consumer,  and  Phamatech's  test  results  are  provided  only  by  Phamatech.

     Princeton  BioMeditech  Corporation  ("PBM"), a former supplier to us and a
major  stockholder  of  ours, both directly and through its owner and one of our
Directors,  Dr.  Jemo  Kang,  distributes  products  similar to our products and
claims  a significant international market presence for its drugs of abuse tests
for  the professional market.  Management has been advised by representatives of
PBM  that  its  marketing  and the distribution of its products does not compete
with ours and that PBM's distribution through the channels that we currently use
is  limited;  accordingly, as of the date of this Annual Report, the Company and
PBM  do  not  consider themselves to be competitors.  However, in the event that
either  PBM  or  we  modify or expand our distribution channels, we could become
competitors  with  each  other.

     Our  current  supplier  of  Cholesterol  tests,  AccuTech,  dominates  the
over-the-counter market with its product, which is the same as ours.  Management
believes  that our packaging is superior because it is more attractive, takes up
less  shelf  space  than  the  AccuTech  packaging,  and  is  one of a series of
available  tests.

                                       17
<PAGE>


     Our  historical  supplier of Colorectal tests has been Helena Labs.  Helena
Labs  does  not  currently  have  an over-the-counter product.  However, they do
market  a  professional  test,  "Colocare," which has captured 50 percent of the
professional  market  share.  Biomerica  is  a small diagnostic company with one
over-the-counter-colon  test  and  one  professional  test,  both  marketed  as
"EZ-Detect."  Biomerica's  over-the-counter test is a single test, retailing for
$7.99.  Our test is sold in a package of three tests at a retail price of $12.99
and  management believes that the Company's attractive pricing makes its product
highly  competitive.  The  Company  does  not  market  a  Colorectal test to the
professional  market.  See  "Sources  of  Supply."

     The  Company  is  not  currently a prominent figure in the over-the-counter
fertility/ovulation  market,  which is dominated by two companies: Pfizer, Inc.,
Warner-Lambert  Healthcare  ("Warner Lambert"), headquartered in New York, whose
brand  name is "EPT" and Abbott Laboratories ("Abbott"), located in Abbott Park,
Illinois.

GOVERNMENTAL  REGULATION

     The  development, manufacture, and marketing of medical diagnostic products
are  subject  to  regulation  by  the  FDA  and  other federal, state, and local
entities.  The  FDA  regulates  pre-clinical  and clinical testing, manufacture,
labeling, distribution, and promotion of medical devices under the Federal Food,
Drug and Cosmetic Act ("FFDCA") and regulations promulgated thereunder.  Section
510(k) of the FFDCA requires certain medical device manufacturers to notify FDA,
at  least  90 days in advance, of their intent to market a medical device.  This
is  known  as  "Pre-market  Notification,"  also  called  PMN  or  510(k).  The
notification  allows  the  FDA  to  determine  whether  the  specific  device is
equivalent  to  a  device  already  placed  into  one  of  three  classification
categories.  A  "new"  device (i.e., one not in commercial distribution prior to
May  28,  1976)  that  has  not  been  so classified can be properly identified.
Specifically,  a  medical device manufacturer is required to submit a Pre-market
Notification  if  it  intends to introduce a device into commercial distribution
for the first time or to reintroduce a device that will be significantly changed
or  modified  to  the extent that its safety or effectiveness could be affected.
Such  change  or  modification  could  relate  to the design, material, chemical
composition,  energy  source,  manufacturing  process,  or  intended  use.

     Thus,  510(k)  clearance is an FDA designation that indicates that the test
results  are  reliable  and correlate to the claims made by the manufacturer and
that  permits  the  sale  of the device by the manufacturer to professionals.  A
510(k)  OTC clearance is a separate FDA designation that indicates not only that
the  test  results are reliable and correlate to the claims by the manufacturer,
but also that the packaging, instructions, and language, as reviewed by the FDA,
can  be  readily understood by a non-professional consumer, and that the sale of
the  device  by  the  manufacturer is also permitted to the general public.  The
sale  of  our  products  outside  of  the  United  States  is subject to foreign
regulatory  requirements  that  vary  widely  from  country  to  country.

     Finally,  the manufacturing site for the products must operate using device
Good  Manufacturing  Practices  ("GMP")  and pass an FDA Pre-Approval Inspection
before  product  commercialization.  A company that manufactures devices subject
to  510(k)  clearance  must  also  comply with device GMP and will be subject to
periodic  inspections  by  the FDA to confirm compliance.  With the exception of

                                       18
<PAGE>

the supplier of our HIV 1 / 2 test, our suppliers have advised us that they hold
all  requisite  licenses  and  are  compliant  with the GMP requirements for the
manufacture  and  marketing  of  products currently supplied to us in the United
States.  There  can  be  no assurance that our suppliers will continue to comply
with  GMP.

     If  our  suppliers or we fail to comply with applicable requirements of the
FDA  under  the FFDCA, we may be subject to fines, injunctions, civil penalties,
product  recalls  or  seizure  of  products,  total  or  partial  suspension  of
production, withdrawal of marketing clearances or approvals, and the possibility
of  criminal  prosecution.  As  of  the  date  of this Annual Report, all of the
products  that  we  offer  have  been  deemed  by  the  FDA to be "substantially
equivalent"  to  other  devices placed into commercial distribution prior to May
28,  1976,  by other entities and all of our products have received the relevant
510(k) clearance from the FDA for distribution in the United States.  All of our
First  Check  products have also received 510(k) OTC clearance from the FDA.  On
June  23, 2000, the Company received its OTC clearance from the FDA for three of
our First Check urine-based tests for drugs of abuse: "panel one" for marijuana,
"panel two" for marijuana and cocaine, and "panel three" for marijuana, cocaine,
and  methamphetamines.  Final  510(k)  OTC  clearance from the FDA of our "panel
four" test, which screens for marijuana, cocaine, methamphetamines, and opiates,
was  received  in October 2000.  In 2001, the FDA provided our supplier, V-Tech,
Inc. with 510(k) OTC clearance for our five panel integrated cup testing product
for  marijuana,  cocaine,  amphetamines,  opiates,  and  phencyclidine  ("PCP").

     In  July of 1999, we received a warning letter from the FDA with respect to
the  consumer  versions  of  our  drugs  of abuse tests.  Although we thereafter
applied  for  and  received all relevant 510(k) clearances, on February 2, 2001,
the  FDA  chose  to  initiate  a proceeding against the Company, H. Thad Morris,
Patti  A.  Evanoff, and Daniel G. McGuire in an administrative complaint, styled
In  the  Matter  of  Worldwide Medical Corporation, a corporation, and Daniel G.
 -------------------------------------------------------------------------------
McGuire,  H.  Thad Morris, and Patti A.  Evanoff, individuals, FDA Docket Number
 ------------------------------------------------------------
01-H-0065.  The  FDA  alleged that the Company, Mr. Morris, Ms. Evanoff, and Mr.
McGuire  committed  138,  82,  56, and 30 violations, respectively, of 21 U.S.C.
Section  331(a)  of  the  Federal  Food  Drug and Cosmetic Act.  The allegations
relate to First Check test products that the Company shipped prior to receipt of
the  510(k)  OTC  clearances  from  the  FDA.  The  FDA  sought  to assess civil
penalties  of  $15  thousand per alleged violation against the respondents.  The
Company  believes that the allegations are without merit, responded on behalf of
Ms.  Evanoff,  Mr.  McGuire,  and  itself, and defended such parties vigorously.

     Commencing  in  January  of  2002,  the  FDA  and our management engaged in
discussions  to  resolve  the FDA's administrative complaint.  In April of 2002,
the  terms to the final draft of the settlement agreement of all allegations set
forth  in the administrative complaint were approved by all parties ("Settlement
Agreement").  As  of  the  date  of this Annual Report, such agreement is in the
process  of  being  executed  by  all  parties.  None  of  the  parties admitted
liability  or  that  any  violations  had  occurred;  however,  as  a  matter of
settlement  only,  the  Company agreed to tender the sum of $150 thousand to the
FDA  on  the  following  schedule:

-         $50  thousand  on or before 45 days after the filing of the Settlement
     Agreement with the Dockets Clerk of the FDA, which payment date is expected
     to  be  in  May  of  2002;

                                       19
<PAGE>


-         $50  thousand  on or before the first anniversary of the filing of the
     Settlement  Agreement with the Dockets Clerk of the FDA, which payment date
     is  expected  to  be  in  April  of  2003;  and

-         $50  thousand  on or before the first anniversary of the filing of the
     Settlement  Agreement with the Dockets Clerk of the FDA, which payment date
     is  expected  to  be  in  April  of  2004.

     Also,  as  a matter of settlement only, Mr. Morris agreed to tender the sum
of  $100  thousand  to  the  FDA  on  the following schedule, which payments the
Company  has  guaranteed:

-         $20 thousand  on  or before the first anniversary of the filing of the
     Settlement  Agreement with the Dockets Clerk of the FDA, which payment date
     is  expected  to  be  in  April  of  2004;  and

-         $80  thousand  on or before the first anniversary of the filing of the
     Settlement  Agreement with the Dockets Clerk of the FDA, which payment date
     is  expected  to  be  in  April  of  2005.

     With  the  exception  of  the  Company's  initial payment, interest, on all
unpaid  payments of the Company and Mr. Morris, accrues at the rate equal to the
weekly  average one-year constant maturity treasury yield for the first calendar
week  preceding  the  date  of  the  filing of the Settlement Agreement with the
dockets  clerk  of the FDA.  In the event that a payment is not timely made, the
interest  rate  thereon  doubles.  The  FDA  has retained jurisdiction and would
deduct any paid amounts from the amount it would be seeking if it were to decide
to  proceed  with  its  administrative  complaint.  Neither  Mr. McGuire nor Ms.
Evanoff  is  obligated  to  tender  any payments under the Settlement Agreement.
Upon the FDA's receipt of all payments described above, the FDA will dismiss the
administrative  complaint with prejudice in its entirety against all respondents
and  will  vacate  the "Initial Decisions and Order of Default and Imposition of
Civil  Money Penalties Upon Respondent H. Thad Morris," which decision and order
became  final  on  April  26,  2001.

PATENTS,  TRADEMARKS,  AND  TRADE  SECRET  PROPRIETARY  RIGHTS

     The  Company  presently  does  not hold any patents related to the products
that  it  currently  sells;  further,  its  products  are not licensed under any
patents.  The  Company holds a federally registered trademark on its First Check
in vitro diagnostic reagents and assays for medical use, serial number 75047865.
This  trademark  expires  on  December  17,  2006.

     The  Company  does not expect that, in respect of their technology utilized
in  our  products,  it or its suppliers will file any patent application for the
foreseeable  future.

     The  Company  also  relies  on  trade secrets and proprietary know-how with
respect  to the products that it currently sells.  The Company has been and will
continue  to be, required to disclose its trade secrets and proprietary know-how
not  only  to  certain  employees  and  consultants,  but  also  to  contract
manufacturers.  There  can  be no assurance that the Company's trade secrets and

                                       20
<PAGE>

proprietary  know-how  will  not  become known or be independently discovered by
competitors.

     The  Company  requires  each  of  its  technical  employees and most of its
consultants  to  execute a confidentiality agreement upon the commencement of an
employment  or  a  consulting  relationship.  These agreements generally provide
that all trade secret information will be kept confidential and not disclosed to
third  parties  except  with  the  Company's  consent.

PRODUCT  LIABILITY

     The  nature  of  the  Company's  business  exposes the Company to potential
product  liability  risks that are inherent in the marketing and sale of medical
diagnostic  products.  Accordingly,  the  Company  carries  commercial  general
liability  insurance  with a policy limit of two million dollars, limited to one
million  dollars per occurrence.  Although the Company carries product liability
insurance, there can be no assurance that claims exceeding the policy limits may
not  be  made,  potentially  causing  a material adverse effect on the Company's
operations  and/or financial position.  To date, the Company has not experienced
materially  adverse  product  liability  claims.

EMPLOYEES

     As  of December 31, 2001, the Company employed four full-time employees and
20  part-time  employees on a regular basis.  Management does not anticipate any
difficulty  in  locating  and  engaging  employees  to  meet expansion plans, as
needed.  To  expand  capabilities  for  larger  assembly  and packaging projects
temporarily,  the  Company  also  engages  third-party employment agencies.  The
Company  currently  engages  five  independent  sales  representatives,  on  a
commission  basis,  for  specified  product  categories.

     The  Company  has  no  collective  bargaining or similar agreement with its
employees,  but  does  have an employment agreement with its President and Chief
Executive  Officer.  See  Item  10.  Executive  Compensation.

RISK  FACTORS

     Ownership  of  our common stock involves a high degree of risk.  You should
consider  carefully  the  factors  set forth below, as well as other information
contained  in  this  Annual  Report.

RISKS  RELATED  TO  OUR  BUSINESS  AND  OUR  MARKETPLACE

     We  have  a  limited history as a provider of confidential diagnostic tests
for  drugs of abuse and other medical conditions.  We introduced our First Check
family  of  diagnostic  tests  at the American Association of Clinical Chemistry
annual  convention  in August of 1995.  Commercial sales were first generated in
December  of  1995.  We  were considered a development-stage enterprise prior to
1996.  We  received  our  FDA  510(k) OTC clearances between June and October of
2000.  As  a  result,  it  is  difficult to evaluate our business and prospects.

                                       21
<PAGE>


     We have never generated an annual profit.  We cannot be certain that we can
generate  a  profit  on  a  quarterly  or  annual  basis.  If  we do not achieve
profitability,  we  cannot be certain that we can continue to operate as a going
concern.  Although  management believes that our business plan is now generating
revenues  in  an  amount sufficient to generate "operational profitability," our
"overall  profitability,"  and our cash flow, continued to be adversely affected
by certain historical items, e.g., obtaining 510(k) OTC clearance for certain of
our  products  from  the  FDA, settlement of the FDA's administrative complaint,
payment  of  certain  sums  to  Costco  Wholesale Corporation, and the PBM Note.

     We  depend  on  sales  of  a  limited  number of products for our revenues.
Historically,  we  have generated substantially all of our net revenues from our
drugs  of  abuse  tests.  For our 2001 and 2000 fiscal years, our drugs of abuse
tests  were  responsible  for  approximately  82  percent  and  87  percent,
respectively,  of  our  net  revenues,  with  the  balance allocated between our
alcohol breath scan and colorectal screening tests.  Commencing late in our 2000
fiscal  year,  we  began  to increase our marketing attention for our colorectal
screening  test.  As  a  result,  that test was responsible for approximately 14
percent  of  our  net  revenues  during  the  year  ended  December  31,  2001.

     Our revenues are generated from a limited number of customers; our customer
base  is  concentrated; and the loss of one or more of our customers could cause
our  business to suffer.  A substantial portion of our revenues has been, and is
expected  to  continue  to be, generated from a limited number of customers with
large  financial commitments.  Two of our customers accounted for 75 percent and
74  percent  of  our  sales  for  the  years  ended  December 31, 2001 and 2000,
respectively.  Two  of  our  customers accounted for 87 percent and one customer
accounted  for  86  percent  of our accounts receivable balances at December 31,
2001,  and 2000, respectively. No other customers of ours individually accounted
for  10  percent  or more of our total revenues in 2001 and 2000 or our accounts
receivable  balances at the end of such years.  As a result, if a large contract
is  canceled  or  deferred  or an anticipated contract does not materialize, our
business  would  be  harmed.

     We  face  substantial  competition.  Many  of  our  competitors  may  have
advantages  over  us,  including:

-     longer  operating  histories;

-     larger  customer  bases;

-     manufacturing  capabilities;

-     substantially  greater financial, technical, sales and marketing resources
      and  infrastructure;  and

-     greater  name  recognition.

If we fail to provide our customers with compelling business reasons to purchase
products  from  us,  rather  than from our competitors, some of who are also our
suppliers,  our  business  and  financial  performance  will  suffer.

                                       22
<PAGE>


     We  may  need additional financing.  Increases in our sales and the related
expansion of our production will require significant expenditures.  In addition,
we  will require significant funds to conclude the payment of our obligations to
the FDA and certain of our other creditors.  If we are not able to generate such
capital  thorough  operating  cash  flow,  we may seek to obtain such additional
funds  through public or private equity or debt financings.  Such financings may
result in dilution to current stockholders.  There can be no assurance that such
additional  financings,  if required, can be obtained on terms acceptable to us,
if at all.  If additional funds are not available, we may be required to curtail
significantly or to eliminate some or all of our marketing programs and expected
revenue  growth.  Currently,  we  have  a  limited  receivable-based  financing
arrangement,  but  no  other  established  bank  credit  arrangements.  See
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations  --  Liquidity  and  Capital  Resources."

     Our  revenues  and  operating results may vary significantly from period to
period due to a number of factors.  In future periods, our operating results may
be  below  the  expectations  of  public  market  analysts,  if  any, and of our
investors,  and  the  price  of  our  common  stock  may  fall.  We believe that
period-to-period  comparisons  of  our  overall  and  operating  results may not
provide  an  accurate  indication of our future performance.  Factors that could
cause  periodic  fluctuations  include:

-     the  timing  and  volume  of  orders  for  our  products;

-     changes  in  our  pricing  policies  or  in  our  cost  of  goods;

-     the timing of releases of new products or pricing policies by competitors;
      and

-     the  entry  into  the  market  of  new  competitors.

     We  purchase  the  components  for  our products from outside vendors.  Any
significant interruption in the availability of the components for our products,
or  a  significant  increase  in  their  cost, could harm our sales or adversely
affect our margins unless and until we can secure alternative sources.  However,
management believes that each of the components utilized in our products will be
available  from  alternative  sources  on  acceptable  terms  and  conditions.

     We  depend  on  our  intellectual  property,  and  litigation regarding our
intellectual  property  could  harm  our  business.  Unauthorized  use  or
misappropriation of our intellectual property could seriously harm our business.
Our  major intellectual property consists of our trademarks, which are important
to the protection of our company and product names.  These trademarks discourage
unauthorized  use  of  our product names and provide us with a method to enforce
our  rights in the event that an unauthorized use were to occur.  However, third
parties may infringe upon our intellectual property rights, and we may be unable
to detect this unauthorized use or effectively enforce our rights.  In addition,
any  legal  action that we may bring to protect our intellectual property rights
could  be  expensive  and  distract management from day-to-day operations of our
business.

                                       23
<PAGE>


     Claims  by  others  that we infringe upon their intellectual property could
divert  our resources, result in unexpected license fees, and harm our business.
We  purchase all of the proprietary components of our products and have received
assurances from our suppliers that such components do not infringe any otherwise
unaffiliated  third-party's  intellectual property.  Nevertheless, a third-party
claim  that  our  current  or  future  products  or  technology  infringes their
proprietary  rights  could  seriously  harm  our business and could distract our
management  from  the  operation  of  our business even if the claim is invalid.
Furthermore,  a  judgment  against  us,  even  if we have indemnification claims
against  our  suppliers,  could  require us to pay substantial damages and could
also  include  an  injunction  or  other  court order that could prevent us from
selling  our  products.  If we faced a claim relating to proprietary technology,
we  might  seek to license such technology, or develop our own, but we might not
be  able to do so.  Our failure to obtain the necessary licenses or other rights
or  to  develop  non-infringing  technology  could  prevent us  from selling our
products  and  could  seriously  harm  our  business.

RISKS  RELATED  TO  OWNING  OUR  STOCK

     We  have received a "going concern" opinion from our auditor.  Kelly & Co.,
in its independent auditors' report, has expressed "substantial doubt" as to our
ability to continue as a going concern.  The going concern qualification is also
described  in  the  notes  to  our  Consolidated  Financial Statements.  We have
negative working capital, our current liabilities are approximately $1.3 million
larger than our current assets, and our total liabilities are approximately $1.8
million  larger  than  our  total assets.  Since the change in management in the
first  half  of  2000,  the  Company  initially focused on to solving the issues
raised  in  the  FDA  warning  letter,  negotiating  term  agreements  with  its
customers,  and  stabilizing the distribution network of its products.  Further,
management  attended  to  obtaining  availability  of  term  and revolving debt.
Finally,  management attempted to increase the number of distributors and retail
channels  that  sold  the  Company's  products.  As  a  result of these efforts,
management  believes  that  the stability of the Company's financial affairs and
the  outlook  for  its  business  prospects  has improved.  However, the Company
currently does not have any material, additional sources of liquidity available,
whether  from  internal  or  external  sources.

     Future  sales  of  our  common  stock  may  depress  our  stock  price.  A
significant number of shares of our common stock are freely tradable.  If any of
our  stockholders  sell  substantial  amounts  of our common stock in the public
market,  the  market  price  of  our common stock could fall.  In addition, such
sales could create the perception in the public of difficulties or problems with
our software products and services.  As a result, these sales also might make it
more  difficult for us to sell equity or equity-related securities in the future
at  a  time  and  price  that  we  deem  appropriate.

     We  do  not  intend  to  pay  dividends; you will not receive funds without
selling  shares.  We  have  never  declared  or  paid  any cash dividends on our
capital  stock and do not intend to pay dividends in the foreseeable future.  We
intend  to  invest  our future earnings, if any, to fund our growth.  Therefore,
you  will  not  receive  any  funds  without  selling  your  shares.

     Our  management controls a substantial percentage of our common stock.  Our
executive  officers  and  directors  beneficially  own  or  control, directly or
indirectly, outstanding shares of common stock, which in the aggregate represent
approximately  21.7  percent  of the outstanding shares of common stock, or 30.3

                                       24
<PAGE>

percent  of  shares outstanding if all currently vested warrants and options and
all  presently  convertible securities are exercised or converted.  As a result,
if  some of these persons or entities act together, they may have the ability to
control  all  matters  submitted to our stockholders for approval, including the
election  and removal of directors and the approval of any business combination.
This  may delay or prevent an acquisition or cause the market price of our stock
to decline.  Some of these persons or entities may have interests different than
yours.  For  example,  they  may be more interested in selling the Company to an
acquirer  than  other  investors  or  may  want us to pursue strategies that are
different  from  the  wishes  of  other  investors.

     Provisions  in  our charter documents and Delaware law may delay or prevent
an  acquisition  of  the Company.  Our charter documents contain provisions that
could  make it harder for a third party to acquire us without the consent of our
board  of  directors.  An  acquirer  would  not  be  able to cumulate votes at a
meeting,  which  would  require  the  acquirer  to  hold  more  shares  to  gain
representation  on  the  board  of  directors  than  if  cumulative  voting were
permitted.  In  addition,  Section  203  of the Delaware General Corporation Law
limits  business combination transactions with 15 percent stockholders that have
not been approved by the board of directors.  These provisions and other similar
provisions  make  it  more  difficult  for  a  third party to acquire us without
negotiation.  Furthermore,  our board of directors could choose not to negotiate
with  an  acquirer  that it did not feel was in our strategic interests.  If the
acquirer  were  discouraged  from  offering  to  acquire  us  or  prevented from
successfully completing a hostile acquisition by the anti-takeover measures, you
could  lose  the  opportunity  to  sell  your  shares  at  a  favorable  price.

     Our common stock is quoted in the Pink Sheets  and one of our market makers
has  applied to quote our common stock on the OTC bulletin Board.  For more than
the  preceding two years, prices for our common stock have been quoted by market
makers  in  the  Pink  Sheets,  which  through its Electronic Quotation Service,
provides  an  Internet-based,  real-time  quotation service for OTC equities and
bonds  for  market makers and brokers.  The Pink Sheets is separate and distinct
from  the  OTC  Bulletin  Board,  the  Nasdaq  Stock  Market, or any other stock
exchange.  We are not required to meet or maintain any listing standards for our
common  stock  to  be  quoted  in  the  Pink  Sheets.

     On  April  1,  2002,  one  of our market makers applied to NASD Regulation,
Inc.,  for  permission  to commence priced quotations of our common stock on the
OTC  Bulletin  Board.  The  OTC  Bulletin Board is a regulated quotation service
operated  by  the National Association of Securities Dealers, Inc. ("NASD") that
displays  real-time  quotes,  last  sale  prices,  and  volume  information  in
over-the-counter  equity  securities  like  our  common stock.  The OTC Bulletin
Board  is  also  separate and distinct from the Nasdaq Stock Market or any other
stock  exchange.  We will not be required to meet or maintain any qualitative or
quantitative  standards  for  our  common stock to be quoted on the OTC Bulletin
Board.

     Our  common stock does not presently meet the minimum listing standards for
listing  on  the  Nasdaq Stock Market or any national securities exchange, which
could  affect  our stockholders' ability to access trading information about our
common  stock.

     Our  common  stock  is subject to penny stock rules, which may make it more
difficult  for  our  stockholders  to  sell  their  common stock.  Broker-dealer

                                       25
<PAGE>

practices  in  connection  with  transactions in "penny stocks" are regulated by
certain  penny  stock  rules  adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of less than $5.00 per
share.  The  penny  stock  rules require a broker-dealer, prior to a purchase or
sale  of  a  penny  stock not otherwise exempt from the rules, to deliver to the
customer a standardized risk disclosure document that provides information about
penny  stocks  and  the risks in the penny stock market.  The broker-dealer also
must  provide  the  customer with current bid and offer quotations for the penny
stock,  the  compensation  of  the  broker-dealer  and  its  salesperson  in the
transaction,  and  monthly  account  statements showing the market value of each
penny  stock held in the customer's account.  In addition, the penny stock rules
generally require that prior to a transaction in a penny stock the broker-dealer
make  a  special  written  determination  that  the  penny  stock  is a suitable
investment  for  the  purchaser and receive the purchaser's written agreement to
the  transaction.  These disclosure requirements may have the effect of reducing
the  level  of trading activity in the secondary market for a stock that becomes
subject  to  the  penny  stock  rules.

ITEM  2.     DESCRIPTION  OF  PROPERTY

FACILITIES

     We  lease  approximately  10,000 square feet of space at 13 Spectrum Pointe
Drive,  Lake  Forest,  California  92630,  where  we  maintain  our  offices and
production  operations.  The five-year lease of these facilities expires October
15,  2005, and provides for a monthly rental of approximately $10,500 per month,
including  common  expenses.  We  sublease  approximately  388 square feet under
three  short-term  agreements  for  a  total of approximately $900 per month, of
which one subtenant is Cyber Marketing, who made rental payments during the year
ended  December  31,  2001,  in  the  amount  of  $5,400.  See Item 12.  Certain
Relationships and Related Transactions -- Cyber Marketing Concepts, Inc. / James
G.  Barrons.  During  our  2001  fiscal  year,  Spectrum's  operations were also
conducted  from  our  facility  under a separate sublease.  The Company believes
these  facilities  are  adequate  to  accommodate  its  requirements  for  the
foreseeable  future.

     We  do  not  own  any  real  property.

                                       26
<PAGE>
ITEM  3.     LEGAL  PROCEEDINGS

     On  February  2,  2001,  the Company, H. Thad Morris, Patti A. Evanoff, and
Daniel  G.  McGuire  were  named  in  an administrative complaint, styled In the
                                                                          ------
Matter  of  Worldwide Medical Corporation, a corporation, and Daniel G. McGuire,
--------------------------------------------------------------------------------
H. Thad Morris, and Patti A. Evanoff, individuals, by the FDA, FDA Docket Number
-------------------------------------------------
01-H-0065.  The  FDA  alleged that the Company, Mr. Morris, Ms. Evanoff, and Mr.
McGuire  committed  138,  82,  56, and 30 violations, respectively, of 21 U.S.C.
Section  331(a)  of  the  Federal  Food  Drug and Cosmetic Act.  The allegations
relate to First Check test products that the Company shipped prior to receipt of
510(k) clearances from the FDA.  The FDA sought to assess civil penalties of $15
thousand  per  alleged violation against the respondents.  The Company responded
on  behalf  of  Ms.  Evanoff, Mr. McGuire, and itself, and defended such parties
vigorously.  In  April  of  2002, the terms of the final draft of the Settlement
Agreement  of  all  allegations  set  forth in the administrative complaint were
approved  by  all parties.  As of the date of this Annual Report, such agreement
is  in  the  process  of  being  executed  by  all parties.  None of the parties
admitted  liability or that any violations had occurred; however, as a matter of
settlement  only,  the  Company agreed to tender the sum of $150 thousand to the
FDA  on  the  following  schedule:

-         $50  thousand  on or before 45 days after the filing of the Settlement
     Agreement with the Dockets Clerk of the FDA, which payment date is expected
     to  be  in  May  of  2002;

-         $50  thousand  on or before the first anniversary of the filing of the
     Settlement  Agreement with the Dockets Clerk of the FDA, which payment date
     is  expected  to  be  in  April  of  2003;  and

-         $50  thousand  on or before the first anniversary of the filing of the
     Settlement  Agreement with the Dockets Clerk of the FDA, which payment date
     is  expected  to  be  in  April  of  2004.

     Also,  as  a matter of settlement only, Mr. Morris agreed to tender the sum
of  $100  thousand  to  the  FDA  on  the following schedule, which payments the
Company  has  guaranteed:

-         $20  thousand  on or before the first anniversary of the filing of the
     Settlement  Agreement with the Dockets Clerk of the FDA, which payment date
     is  expected  to  be  in  April  of  2004;  and

-         $80  thousand  on or before the first anniversary of the filing of the
     Settlement  Agreement with the Dockets Clerk of the FDA, which payment date
     is  expected  to  be  in  April  of  2005.

     With  the  exception  of  the  Company's  initial payment, interest, on all
unpaid  payments of the Company and Mr. Morris, accrues at the rate equal to the
weekly  average one-year constant maturity treasury yield for the first calendar
week  preceding  the  date  of  the  filing of the Settlement Agreement with the
Dockets  Clerk  of the FDA.  In the event that a payment is not timely made, the
interest  rate  thereon  doubles.  The  FDA  has retained jurisdiction and would
deduct any paid amounts from the amount it would be seeking if it were to decide

                                       27
<PAGE>

to  proceed  with  its  administrative  complaint.  Neither  Mr. McGuire nor Ms.
Evanoff  is  obligated  to  tender  any payments under the Settlement Agreement.
Upon the FDA's receipt of all payments described above, the FDA will dismiss the
administrative  complaint with prejudice in its entirety against all respondents
and  will  vacate  the "Initial Decisions and Order of Default and Imposition of
Civil  Money Penalties Upon Respondent H. Thad Morris," which decision and order
became  final  on  April  26,  2001.

     On  August  2,  2000,  the  Company  was  named in an action, styled Vivian
                                                                          ------
Younger,  an  individual,  vs.  Worldwide  Medical  Corporation,  a  California
-------------------------------------------------------------------------------
corporation,  and  Does  1 through 20, Orange County Superior Court, Case Number
-------------------------------------
00CC09177.  Plaintiff  alleged  that  she  was  wrongfully  terminated  as  the
Company's  chief  financial  officer in August of 1999.  Plaintiff has requested
monetary  damages,  costs,  and  such  other  relief as the Court deems just and
proper.  The  Company believes that the allegations are without merit, has filed
a  responsive  pleading,  and  intends to defend itself vigorously.  The parties
have settled the litigation and plaintiff will receive $184 thousand in cash and
stock.

     On September 4, 2001, the Company was named in an action, styled Michael W.
                                                                      ----------
and  Penny  D. Niccole, Trustees of the Niccole Family Trust, Dated 11/13/95 vs.
--------------------------------------------------------------------------------
Worldwide  Medical  Corporation,  a  California  corporation;  and  Does  1-25,
-------------------------------------------------------------------------------
inclusive,  Orange  County  Superior  Court,  Case Number 01CC11335.  Plaintiffs
---------
allege  that  the  Company  breached  its  contract in its sale of shares of its
common  stock  to Plaintiffs or that the Company misrepresented the tradability
of  such shares.  Plaintiffs have requested "monetary damages in an amount to be
proven  at  trial,  together with interest thereon at the rate of 10 percent per
annum  according  to proof at trial," punitive and exemplary damages, reasonable
costs  and  attorneys'  fees,  and such other relief as the Court deems just and
proper.  The  Company  believes  that  the  allegations  are without merit.  The
parties  have settled the litigation and plaintiffs will receive an aggregate of
$35  thousand  is  cash  for  their  claims.

     On  November  29,  2001,  the  Company  was  named  in  an  action,  styled
Interactive  Business  Channel, Inc. vs. Worldwide Medical Corporation; and Does
--------------------------------------------------------------------------------
1-50,  inclusive,  Orange  County  Superior  Court,  Case  Number  01CC15277.
----------------
Plaintiff's  complaint  is  for  breach  of  contract, account stated, open book
account, and unjust enrichment.  Plaintiffs allege that the Company breached its
contract  for  promotional services and has failed to pay an indebtedness of $60
thousand,  together  with  interest.  Plaintiffs have requested compensatory and
consequential  damages  "in  a  sum  to  be established according to proof"; the
principal  sum  of  $60  thousand  and attorneys' fees; the "reasonable value of
services  rendered in the minimum sum of $60 thousand with the precise amount to
be established according to proof at the time of trial"; a decree compelling the
Company  to disgorge "ill-gotten gains"; reasonable attorneys' fees and costs of
suit,  interest at the maximum permitted rate and such other relief as the Court
deems  just  and  proper.  The Company believes that the allegations are without
merit.  The  parties  have  settled the litigation and plaintiff will receive an
aggregate  of  $55  thousand  in  cash  for  its  claims.

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

     No  matters  were  submitted  to  a  vote of the Company's security holders
during  the  fourth  quarter  of  our  fiscal  year  ended  December  31,  2001.

                                       28
<PAGE>


                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
MATTERS

Price  Range  of  Common  Stock  and  Dividend  Policy.

     The  Company's  Common  Stock is quoted on the Pink Sheets under the symbol
"WMED."  The  following  table  indicates  quarterly  high and low bid price per
share  of  the  Common  Stock.  These  prices represent quotations among dealers
without  adjustments  for retail mark-ups, markdowns or commissions, and may not
represent  actual  transactions.
<TABLE>
<CAPTION>

<S>                                  <C>      <C>
                                     HIGH     LOW
                                     -------  -----
FISCAL YEAR ENDED DECEMBER 31, 2000
-----------------------------------

First Quarter . . . . . . . . . . .  $1.4375  $0.68
Second Quarter. . . . . . . . . . .  $  0.68  $0.25
Third Quarter . . . . . . . . . . .  $ 0.375  $0.24
Fourth Quarter. . . . . . . . . . .  $  0.45  $0.18

FISCAL YEAR ENDED DECEMBER 31, 2001
-----------------------------------

First Quarter . . . . . . . . . . .  $  0.41  $0.18
Second Quarter. . . . . . . . . . .  $  0.60  $0.28
Third Quarter . . . . . . . . . . .  $  0.76  $0.76
Fourth Quarter. . . . . . . . . . .  $  0.81  $0.23
</TABLE>



     The  closing  price  of the Company's Common Stock as of April 3, 2002, was
$0.40.  At  April  3,  2002,  the  Company had approximately 236 stockholders of
record  of  its  Common  Stock.

     To  date,  the  Company has not declared or paid any dividends.  Payment of
dividends,  if any, on our Common Stock, is dependent upon the amounts of future
after-tax  earnings,  if any, of the Company and is subject to the discretion of
our  Board  of  Directors.  The  Board  of Directors is not legally obligated to
declare  dividends,  even  if the Company is profitable.  The Company intends to
employ  all  available  funds  to  finance  the  growth  of  its  business  and,
accordingly,  does not intend to declare or pay any dividends in the foreseeable
future.

Recent  Sales  of  Unregistered  Securities.

     In  May  2001  we  granted to Dr. Kang warrants to purchase an aggregate of
656,000  shares  of  our  common  stock at exercise prices ranging from $.20 per
share  to  $.40 per share.  In December of 2001, Dr. Kang exercised a warrant to
purchase  164,000  shares  of our common stock granted to him in connection with
the  PBM Agreements.  The exercise price of the warrants was $0.20 per share, or
an  aggregate $32 thousand.  Exemption from registration for such transaction is
claimed  under  Section  4(2)  of  the  Securities  Act.

                                       29
<PAGE>


     In  October  of 2001, we certificated the July and August sale and issuance
of  597,244  shares  of  our restricted common stock to 30 persons in connection
with  the  exercise of warrants granted to them concurrently with their purchase
of  our  debentures  in  2000.  The aggregate exercise price of the warrants was
approximately  $200  thousand,  or $0.20 per share.  Exemption from registration
for  each  such transaction is claimed under Section 4(2) of the Securities Act.

     In  September  of  2001, we granted a warrant to purchase 100,000 shares of
our  common  stock  at  a  exercise  price  of $.20 per share to Citadel Capital
Management  Corporation  ("Citadel"),  in  connection  with  their accepting our
promissory  note  in  the  amount  of  $250 thousand.  The exercise price of the
warrants was $.20 per share.  In October of 2001, Citadel exercised such warrant
through  an  offset  of  $20  thousand  of  our  promissory obligations to them.
Exemption  from  registration for such transaction is claimed under Section 4(2)
of  the  Securities  Act.

     In  October  of  2001, we privately issued and sold an aggregate of 129,613
shares  of  our common stock to two individuals for $.20 a share or an aggregate
of $25,922.60.  Exemption from registration for each such transaction is claimed
under  Section  4(2)  of  the  Securities  Act.

     In March of 2002, we privately sold five units of our securities, each unit
consists  of  an  aggregate of 12,500 shares of our common stock and one or more
convertible  debentures  in  the  aggregate  principal  amount  of $25 thousand,
convertible  into  an  aggregate of 50,000 shares of the Company's common stock.
The initial term of each debenture is six months, subject to an extension of six
months, at an annual interest rate of 10 percent.  The conversion ratio for each
debenture  is initially set at $0.50 per share.  Exemption from registration for
each  such  transaction  is  claimed  under  Rule  504 under Regulation D of the
Securities  Act.

     In  March  of 2002, we privately sold one unit of our securities; such unit
consists  of  an  aggregate  of  250 thousand shares of our common stock and one
convertible debenture in the principal amount of $250 thousand, convertible into
an  aggregate of 500,000 shares of the Company's common stock.  The initial term
of  the  debenture  is  six months, subject to an extension of six months, at an
annual  interest  rate of 10 percent.  The conversion ratio for the debenture is
initially  set  at  $0.50  per  share.  Exemption  from  registration  for  such
transaction  is claimed under Rule 504 under Regulation D of the Securities Act.

2001  Stock  Plan.

     The  Company's  2001  Stock  Plan  (the "2001 Plan") permits the Company to
grant  options  to  purchase  our common stock and to grant shares of our common
stock  with  restrictions.  The  aggregate number of common stock underlying the
options granted and the common stock otherwise subject to grant shall not exceed
500,000.  Incentive  stock options may be granted to employees at 100 percent of
the  fair value of the Company's common stock at the date of grant; nonqualified
stock  options may e granted at a value determined by the our Board of Directors
at  the  grant  date  and  shares  of  our common stock with restrictions may be
granted  at  a  value  determined  by  our Board of Directors at the grant date.
However,  incentive  stock  options granted to the employees owning more than 10
percent  of  all  classes  of  stock  of the Company at the grant date are to be
priced  at  no  less  than 110 percent of the fair market value of the Company's
common  stock.  All  options  granted  have  a  maximum term of 10 years, except

                                       30
<PAGE>

incentive  stock options granted to employees owning more than 10 percent of all
classes  of  stock  of  the  Company at the grant date have maximum term of five
years.  All  options  are  subject  to  a  36-month  vesting  schedule,  whereby
one-third (1/3) of such options vest 12 months after grant, one-third (1/3) vest
at  24  months  after  grant,  and  one-third  (1/3) vest 36 months after grant,
subject  to  acceleration  upon sale of the Company.  Such vesting is subject to
continued  employment with the Company.  The grant of shares of our common stock
with  restrictions  is  subject  to  a 36-month schedule whereby restrictions in
respect  of  one-third  (1/3)  of such shares shall lapse 12 months after grant,
one-third  (1/3)  of  such  restrictions  shall  lapse 24 months after grant and
one-third  (1/3)  of  such  restrictions  shall  lapse  36 months are grant.  No
options  or  stock  purchase  rights  have  been  granted  as  of April 3, 2002.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION  AND  RESULTS  OF  OPERATIONS

     The  following  discussion  should  be  read  in  conjunction  with  our
Consolidated  Financial  Statements  and  related  notes and the other financial
information  included  elsewhere  in  this  Annual  Report.

A  NOTE  ABOUT  FORWARD-LOOKING  STATEMENTS

     The  statements, other than statements of historical fact, included in this
Annual  Report  are  forward-looking  statements.  Forward-looking  statements
generally  can  be  identified by the use of forward-looking terminology such as
"may,"  "will," "expect," "intend," "estimate," "anticipate," "plan," "seek," or
"believe."  We  believe  that the expectations reflected in such forward-looking
statements  are  accurate.  However, we cannot assure you that such expectations
will  occur.  Our  actual  future  performance could differ materially from such
statements.  You  should  not  unduly  rely on these forward-looking statements,
which  speak  only  as of the date of this Annual Report.  Except as required by
law,  we  are  not  obligated  to  release  publicly  any  revisions  to  these
forward-looking  statements  to  reflect events or circumstances occurring after
the  date  of  this  Annual Report or to reflect the occurrence of unanticipated
events.

     Certain  information contained in this Management's Discussion and Analysis
of  Financial  Condition  and  Results  of  Operations  includes forward-looking
statements  (as  defined in Section 27A of the Securities Act and Section 21E of
the  Exchange  Act)  that  reflect  the  Company's current views with respect to
future  events  and  financial performance.  Certain factors such as competitive
pressures, regulatory issues, changes in customer mix, changes in our suppliers'
pricing and distribution policies, changes in U.S. Government policies, customer
insolvencies,  or the loss of one or more key customer or supplier relationships
could  cause  actual  results to differ materially from those in forward-looking
statements.

RESULTS  OF  OPERATIONS

Year  Ended  December  31,  2001  Compared  to  Year  Ended  December  31,  2000

     The  following  discussion  sets forth our historical results of operations
and  financial  condition  for  the years ended December 31, 2001 and 2000.  The
information  contained  in  following  table  has  been  derived for the periods

                                       31
<PAGE>

indicated  from our Consolidated Financial Statements that have been examined by
Kelly  &  Co.,  independent  accountants.
<TABLE>
<CAPTION>



                                                                       YEAR ENDED DECEMBER 31,
                                                                       2001             2000
                                                                       ------------------------
<S>                                              <C>                       <C>      <C>      <C>
                                                                  $(000S)       %  $(000S)        %
-----------------------------------------------  ------------------------  -------  -------  ------

GROSS SALES
  Gross Sales . . . . . . . . . . . . . . . . .                    3,519    100.0    2,528   100.0
  Discount, Returns and Allowances. . . . . . .                     (652)   (18.5)    (256)  (10.1)
                                                 ------------------------  -------  -------  ------
    Net Sales. . . . . . . . . . . . . . . . .                     2,867     81.5    2,272    89.9
                                                 ------------------------  -------  -------  ------
COST OF SALES. . . . . . . . . . . . . . . . .                     1,317     37.4      535    21.2
                                                 ------------------------  -------  -------  ------
GROSS PROFIT. . . . . . . . . . . . . . . . . .                    1,550     44.0    1,737    68.7
                                                 ------------------------  -------  -------  ------

OPERATING EXPENSES
  Selling . . . . . . . . . . . . . . . . . . .                      927     26.3      800    31.6
  General and Administrative. . . . . . . . . .                      546     15.5      723    28.6
  Professional Fees . . . . . . . . . . . . . .                      418     11.9      361    14.3
  Bad Debt Expense. . . . . . . . . . . . . . .                       22      0.6      118     4.7
  Depreciation. . . . . . . . . . . . . . . . .                       68      1.9       45     1.8
  Settlement Expenses . . . . . . . . . . . . .                      518     14.7      505    20.0
  Settlement Expense - related party. . . . . .                      157      4.5       --
                                                 ------------------------  -------  -------  ------
  Beneficial Conversion Expense . . . . . . . .                       --       --      206     8.1
                                                 ------------------------  -------  -------  ------
  Total Operating Expenses. . . . . . . . . . .                    2,656     75.5    2,757   109.1
                                                 ------------------------  -------  -------  ------

(LOSS) FROM OPERATIONS. . . . . . . . . . . . .                   (1,106)   (31.4)  (1,020)  (40.3)
                                                 ------------------------  -------  -------  ------
  Interest Expense. . . . . . . . . . . . . . .                      (79)    (2.2)    (131)
  Interest Expense - related parties. . . . . .                      (51)    (1.4)      (3)   (0.1)
  Equity in Losses of Spectrum Analytics, Inc..                     (236)    (6.6)      --      --
  Provision for Income Tax. . . . . . . . . . .                       (1)      (0)      (1)     (0)
  Extraordinary Gain on Settlement of Debt, . .                       68      1.9       46     1.8
                                                 ------------------------  -------  -------  ------
    Net (Loss). . . . . . . . . . . . . . . . .                   (1,405)   (39.9)  (1,109)  (43.9)
                                                 ========================  =======  =======  ======
</TABLE>



Gross  Sales

     In  July of 1999, we received a warning letter from the FDA with respect to
the  consumer  versions  of our drugs of abuse tests, and, as a result, we chose
not  to  pursue  additional  distribution channels for our consumer products and
ceased  all  advertising  for them.  Orders from our consumer-oriented customers
did not begin to recover until we received the 510(k) OTC clearances those tests
from  the FDA in July and October of 2000.  Management believes that, during the
second half of our 1999 fiscal year (upon our receipt of the FDA warning letter)
and  the  first half of our 2000 fiscal year, certain of our customers minimized
their  sales  efforts for our drugs of abuse products, others reduced the amount
and frequency of their reorders or completely stopped reordering those products,
and  certain  others  returned  their  inventory  for  partial  or  full credit.
Accordingly,  management  believes  that  a  comparison  of our 2001 to our 2000

                                       32
<PAGE>

fiscal  years  is  not  useful  for  an  understanding  of  our business and its
operation,  unless  the  effect of the FDA warning letter is taken into account.

     Our  gross  sales  increased  by 39 percent from $2.5 million  in  our 2000
fiscal  year to $3.5 million in our 2001 fiscal year.  Our net  sales  increased
by  27  percent  from  2.2 million in our 2000 fiscal year to 2.8 million in our
2001  fiscal  year.  Management  believes that the main cause of the increase in
sales  is a resumption of  normal, recurring  sales and promotional activity for
our drugs of abuse tests following our receipt of 510(k) OTC clearances from the
FDA,  as  well as the acquisition of new retail customers for our drugs of abuse
tests  and  the  increased  number of retail outlets distributing our Colorectal
screening  tests.

     Management believes that the percentage  increase in our gross sales in our
2001  fiscal  year  was greater than  the percentage increase in  our net  sales
primarily because we of an  increase  in  discounts,  returns,  and  allowances,
as  follows:

-     $70 thousand (representing 2% of our gross sales) of discounts provided to
our  customers  in  accordance  with  our  standard  payment  terms:
We provide our customers early payment discounts on each invoice, which discount
policy management believes is equivalent to the early payment discounts provided
by  substantially  all  other  vendors  who  supply  products  through  the same
distribution  channels  that  we  use.

-     $116  thousand  (representing  3.3%  of  our  gross sales) of defective or
damaged  products:

Certain  of our products, as received by our retailers, or their customers, have
minor  packaging  defects  or  may  be  slightly damaged.  Substantially of such
products  are  returned  to us through industry-standard, third party collection
centers.  Our  returned goods policy, which management believes is equivalent to
the  policies of substantially all other vendors who supply products through the
distribution  channels  that  we  use,  permits  our  retailers  to  return such
defective  or  damaged  products  for  credit.

-     $263  thousand  (representing  7.4%  of  our  gross  sales) of FDA-related
voluntary  returns:

In  connection  with  our  negotiations  with  the  FDA  to  obtain  510(k)  OTC
clearances,  we  agreed  to  provide  a  mechanism  for  our customers to obtain
confirmatory  tests  of  the  results  indicated  by  our  Drugs of Abuse tests.
Inclusion  of  confirmatory test materials required that we repackage all of our
Drugs  of Abuse tests.  We and the FDA agreed upon a reasonable schedule for the
introduction of "new packaged" products.  To comply with our agreement with FDA,
we  authorized  our  retailers  to  return the "old packaged" products to us for
credit.  $205  thousand  of  this  sum  reflects  the  product  returned  by our
customers  directly  to  us.  $58  thousand  of  this  sum  reflects the product
returned  by  our  customers  through  industry-standard, third party collection
centers  and  forwarded  to  us.

-     $130  thousand  of  FDA-related  (representing  3.7%  of  our gross sales)
reductions  in  invoices:

This  sum  reflects  additional  cash  discounts  provided  to  certain  of  our
customers, in lieu of providing to them credit for FDA-related voluntary returns
of  products.

-     $73  thousand  (representing  2.1%  of  our  gross sales) of discounts for
broadening  the  market  for  our  products:

This  sum represents incremental discounts that we granted to acquire new retail
customers for our drugs of abuse tests and an increased number of retail outlets
distributing  our  Colorectal  screening  tests.

     By  way  of  comparison,  the  $256  thousand  of  discounts,  returns, and
allowances  that  comprise  the  difference  between our gross sales and our net
sales  for  our  2000  fiscal  year  are  comprised  of  the  following:

-     $50 thousand (representing 2% of our gross sales) of discounts provided to
our  customers  in  accordance  with  our  standard  payment  terms.

-     $124  thousand  (representing  4.9%  of  our  gross sales) of defective or
damaged  products.

-     $82  thousand  of  FDA-related  (representing  3.1%  of  our  gross sales)
reductions  in  invoices.


<TABLE>
<CAPTION>



                                                                Gross Sales by Product $(000S)
                                                                                  December 31,
                                                     -----------------------------------------
<S>                                                  <C>                                <C>
                                                                                  2001    2000
                                                     ---------------------------------  ------

Drugs of Abuse Tests - FDA 510(k), Professional Use  $                              88  $   39
Drugs of Abuse Tests - FDA 510(k) OTC . . . . . . .                              2,787   2,303
Alcohol Tests . . . . . . . . . . . . . . . . . . .                                106      97
Colorectal Tests. . . . . . . . . . . . . . . . . .                                496      89
Cholesterol Tests . . . . . . . . . . . . . . . . .                                 42       0
                                                     ---------------------------------  ------
  Total . . . . . . . . . . . . . . . . . . . . . .  $                           3,519  $2,528
                                                     =================================  ======
</TABLE>



Gross  Profit

     Our  gross  profit  decreased  from $1.7 million in our 2000 fiscal year to
$1.5  million  in  our 2001 fiscal year.  During our 2001 fiscal year, our gross
profit  margin  was  44  percent, as compared to 68.7 percent in our 2000 fiscal
year.  Management  believes  the primary reason for the decrease in gross profit
margin  was a temporary reduction in cost of goods sold in our 2000 fiscal year,
which  was  indirectly related to the FDA warning letter.  Certain of our retail
customers  returned  our  drugs of abuse tests for partial credit in response to
the  FDA warning letter, which tests we were able to repackage and resell in our
2000  fiscal  year  at  a cost less than our standard cost.  Further, one of our
major  customers was selling our drugs of abuse tests on consignment in our 2000
fiscal year.  For all of our 2001 fiscal year, our sales were in accordance with
standard  terms  and  conditions.

Selling  Expenses,  Including  Sales  Commissions  to  a  Related  Party

     Our  selling  expenses,  including  sales  commissions  to  a related party
increased  by  $127  thousand from $800 thousand in our 2000 fiscal year to $927

                                       33
<PAGE>

thousand  in our 2001 fiscal year. Management believes the increase is primarily
attributable  to:  (i)  an  increase  of $60 thousand in laboratory confirmation
costs  (attributable  to new FDA guidelines that require us to make confirmatory
tests  available  to  our  consumers at no additional cost to them), and (ii) an
increase  of  $67  thousand in promotional expenses.  Our sales commissions to a
related  party  increased  by $27 thousand from $223 thousand in our 2000 fiscal
year  to  $250  thousand  in our 2001 fiscal year.  The commissions increased in
proportion  to our sales increases, subject to a decrease in the commission rate
payable.  See  also  Item  12.  Certain  Relationships  and Related Transactions
--Worldwide  Sales  Management Corporation and TKR Investments, Inc. / Daniel G.
McGuire  and  Thomas  K.  Ramstead.

General,  and  Administrative  Expenses

     Our  general, and administrative expenses decreased $177 thousand from $723
thousand  in  our  2000  fiscal  year  to $546 thousand in our 2001 fiscal year.
Management believes the decrease is primarily attributable to: (i) a decrease of
$96  thousand  of salaries and payroll expenses, (ii) a decrease of $24 thousand
resulting  from  the  impairment  of  intangible assets; (iii) a decrease of $32
thousand  in  Spectrum expenses related to its pre-organization; (iv) a decrease
in  rent  expense of $22 thousand attributable to the allocation of a portion of
the  rent  expense  to  Spectrum;  and (v) a decrease of $33 thousand in various
expenses,  partially offset by an increase of $32 thousand in travel and related
miscellaneous  expenses.

Professional  Fees

     Our  professional  fees increased by $57 thousand from $361 thousand in our
2000  fiscal  year  to  $418  thousand in our 2001 fiscal year.  The increase is
directly  attributable  to  expenses  incurred  in  connection  with  our recent
registration  of our common stock under Section 12(g) of the Securities Exchange
Act  of  1934,  as  amended,  which  resulted in our becoming a "fully reporting
company."  Related  legal  expenses  incurred  by  us  were  $159  thousand  and
consulting  expenses  were $72 thousand.  Our expenditures for FDA-related legal
expenses  decreased  by  $43  thousand  in  our  2001  fiscal  year.

Bad  Debt  Expense

     Our  bad  debt expense decreased by $96 thousand dollars from $118 thousand
in  our 2000 fiscal year to $22 thousand in our 2001 fiscal year.  Following our
change  of management in early 2000, we adopted a policy to reduce uncollectible
receivables  by  reducing  our  sales  to  non-consumer  oriented  retailers.
Accordingly,  management  has  not  provided  for  a  reserve  for uncollectible
receivables  on  our  balance  sheet.

Settlement  Expenses

                                       34
<PAGE>


     Our  settlement  expenses  increased by $170 thousand from $505 thousand in
our  2000  fiscal  year  to  $675 thousand in our 2001 fiscal year.  The primary
component  of  our  2000  fiscal year settlements was our settlement with Costco
Wholesale  Corporation ($400 thousand) that related to their return of our drugs
of  abuse  tests  following  receipt  of  the  FDA  warning letter.  The primary
components  of  2001  fiscal  year  settlements were our settlements with Vivian
Younger  ($184  thousand,  in a combination of cash [$76 thousand] and shares of
our common stock [valued $108 thousand]), PBM ($157 thousand non cash charge, as
a  result  of  certain  warrants  granted to Dr. Kang in connection with the PBM
Agreement),  and the FDA ($250 thousand, 60 percent of which is to be paid by us
and  40 percent of which is to be paid by Mr. Morris, but has been guaranteed by
us).  See  Legal  Proceedings.  See  also  Note 12 to the Consolidated Financial
Statements  for  further  description  of  these  claims.

Equity  in  Losses  of  Spectrum  Analytics,  Inc.

     Until  April  2,  2002,  50  percent  of Spectrum's equity was owned by the
Company  and  50  percent  was  owned by Drs. Rojas and Moretti.  Effective that
date,  the Company purchased the equity owned by Drs. Rojas and Moretti.  During
the year ended December 31, 2001, the Company allocated $85 thousand in expenses
to  Spectrum,  consisting of salary, rent, utilities, and other operating costs,
advanced  $171  thousand  to  Spectrum and its vendors, and paid $30 thousand to
Spectrum  for  confirmatory tests performed for the benefit of purchasers of the
Company's Drugs of Abuse tests.  The net financial impact to the Company for all
of  such  activities  was  a  net  investment  of  $236  thousand  in  Spectrum.

Interest  Expense

     Our aggregate interest expense, including the beneficial conversion feature
of  convertible  debentures  that  we issued in 2000 and the amortization of the
value ascribed to warrants issued in connection with the convertible debentures,
decreased  by  $205  thousand.  Such  debentures were converted during 2000 into
3,195,177  shares  of  our common stock.  The primary components of our interest
expense  included $79 thousand to Camel and other parties for operating interest
and  $51  thousand  of non-cash expense to PBM in connection with PBM Note.  See
Note  6  to  the  Consolidated  Financial  Statements.

Discussions  of  Certain  Events

     Management  believes that the presentation of our operating results, as set
forth  above, requires a brief discussion of certain events that occurred during
our  2001 fiscal year for a meaningful analysis of the results of our operations
for  that  year.  During  our 2000 fiscal year, management continued the efforts
that it commenced when it took office in the first half of our 2000 fiscal year.
These  efforts  included  defending and settling certain litigation arising from
events  that  occurred in our 1999 fiscal year or earlier, addressing regulatory
issues  with  the  FDA and the impact on our business therefrom, and registering
our  common stock with the Securities and Exchange Commission in preparation for
commencement  of  its  quotation  on  the  OTC  Bulletin  Board.

     The  impact  on  our Statement of Operations generated by the settlement of
litigation  during  our  2001  fiscal  year was $675 thousand.  Included in that

                                       35
<PAGE>

figure is $76 thousand of cash to be paid during the next fourteen months to one
of our former executive officers.  Also included in that figure is $108 thousand
of  non-cash  expense, related to shares of our common stock.  The remaining $73
thousand  represents  cash  settlements  for  two  other  pre-2000  fiscal  year
disputes.  Further,  our  Statement  of Operations provides for $157 thousand of
settlement  expense  to  a  related  party,  such sum represents a non-cash item
generated  by  the  PBM  Agreements, and we had a related interest charge of $51
thousand of non-cash expense to PBM in connection with the PBM Note.  Management
believes  that the financial exposure faced by the Company was mitigated through
each  of  these  settlements.

     We  settled  the  administrative complaint brought by the FDA, which action
was  commenced  shortly after we received our 510(k) OTC clearances from the FDA
for  our  Drugs  of  Abuse tests.  The FDA process commenced with our receipt of
warning  letters in July of 1999.  It was, and remains, management's belief that
we  were  in  full  compliance  with  the  then  current laws and administrative
regulations.  The  effect  of  the FDA's warning letters on our business and our
ability  to collect our accounts receivable and increase our sales was material.
As  discussed  elsewhere  in  this  Annual Report, we were unable to conduct our
business in accordance with our business plan.  The effects of the FDA issues in
our 2001 fiscal year were as follows: (i) we entered into a Settlement Agreement
that  provided  for  cash  payments  by  us in the amount of $150 thousand and a
Guaranty  by  us  of  Mr. Morris' cash payments in the additional amount of $100
thousand;  (ii)  we incurred $89 thousand in legal fees directly attributable to
defending  and  settling  the issues raised in the FDA administrative complaint,
(iii) we authorized the return and the destruction of $263 thousand of our drugs
of  abuse  tests,  and  (iv)  we  paid  an  aggregate  of  $40  thousand more in
commissions  on certain sales of our Drugs of Abuse tests -- we paid commissions
at  our 1999 commission rate rather than at our 2001 commission rate because the
Drugs  of  Abuse tests that were the subject of the commissions had been shipped
to a major customer of ours in our 1999 fiscal year; however, as a direct result
of  the  FDA's June 1999 warning letter, the customer modified our payment terms
to  a consignment sale payment.  Certain of the Drugs of Abuse tests that we had
shipped  to  it  during our 1999 fiscal year were not sold until our 2000 fiscal
year  and  we  did  not reach an agreement on the commission rate until our 2001
fiscal  year.


     We  registered  our  common  stock  under  Section  12(g) of the Securities
Exchange  Act  of 1934, as amended.  This registration was a prerequisite to the
commencement  of  our  market-makers quoting bid and asked prices for our common
stock  on  the  OTC  Bulletin  Board.  We  incurred  $219  thousand  in  legal,
accounting,  consulting,  and printing fees in that endeavor.  On April 1, 2002,
Equitrade  Securities filed a Form 211 with NASD Regulation, Inc.  Once the Form
has  been  approved,  as  to which approval we can give no assurance, our common
stock will no longer be quoted on the Pink Sheets and will commence to be quoted
on  the  OTC  Bulletin  Board.

LIQUIDITY  AND  CAPITAL  RESOURCES

     To date, we have financed our activities principally through cash flow from
operations,  debt  financing  and  equity  issuances,  and advances from related
parties.  Our  auditor's  report  for  our 2000 and 2001 fiscal years contains a
"going  concern"  opinion.  We  have  negative  working  capital,  our  current
liabilities  are  approximately $1.3 million larger than our current assets, and
our  total  liabilities  are  approximately  $1.8  million larger than our total
assets.  Since  the  change in management in the first half of 2000, the Company
initially  focused  on  solving  the  issues  raised  in the FDA warning letter,
negotiating term agreements with its customers, and stabilizing the distribution
network of its products.  Further, management attended to obtaining availability
of  term  and revolving debt, as discussed below.  Finally, management attempted
to  increase  the  number  of  distributors  and  retail  channels that sold the
Company's  products.  As a result of these efforts, management believes that the
stability  of  the  Company's financial affairs and the outlook for its business
prospects  have  improved  during the preceding two years.  However, the Company
currently does not have any material, additional sources of liquidity available,
whether  from  internal  or  external  sources.

                                       36
<PAGE>


     In  July  of  2000, we entered into a line of credit agreement with Citadel
and  Larry  Osaki.  The agreement provided us with a line of credit in an amount
up  to  $250  thousand.  In  September of 2001, and in substitution therefor, we
also  executed  our  $250  thousand  promissory note in favor of Citadel Capital
Management  Group,  the name Citadel adopted in April of 2001.  Interest accrues
on  the  promissory note at the rate of 10 percent simple interest per annum and
we  may  prepay  any  or all of the obligation without penalty.  In September of
2001,  we  granted a warrant to purchase 100,000 shares of our common stock at a
exercise  price  of $.20 per share to Citadel in connection with their accepting
our  promissory  note in the amount of $250 thousand.  The exercise price of the
warrants was $.20 per share.  In October of 2001, Citadel exercised such warrant
through  an offset of $20 thousand of our promissory obligations to them.  As of
the  date  of  this  Annual  Report,  we owe Citadel approximately $330 thousand
pursuant  to  the  terms of the note and a consensual $80 thousand over-advance,
without  penalty.  See  Item 12.  Certain Relationships and Related Transactions
--  Citadel Capital Management Corporation; New World Capital Markets, Inc. / G.
Wendell  Birkhofer.

     On  February  20,  2001, we entered into a Loan and Security Agreement with
Camel  Financial, Inc. ("Camel"), and a Subordination Agreement with Citadel and
Camel.  The  Loan  and  Security Agreement initially provided us with up to $250
thousand of advances against our available accounts receivable.  During our 2001
fiscal  year, Camel verbally amended the Loan and Security Agreement to increase
our line of credit to $275 thousand.  The Loan and Security Agreement expired on
March 1, 2002, subject to automatic annual renewals, unless otherwise terminated
in  writing  by either Camel or us not later than 30 days prior to the end of an
annual  term.  For outstanding balances under $100 thousand, interest accrues at
the  rate of three percent per month; for outstanding balances in excess of $100
thousand, interest accrues at the rate of two and one-half percent per month; in
no  event  shall the monthly interest be less than $2,500.  The interest rate is
subject  to  change  by  an  amount equivalent to a change in the prime rate, as
published  in  the  Wall  Street Journal.  As of December 31, 2001, the interest
                    --------------------
rate  was  two and one-quarter percent per month and our outstanding balance due
to  Camel  was $274 thousand.  Our eligible domestic accounts receivable balance
as  of  such  date  was  $204  thousand;  accordingly,  we  were  consensually
over-advanced  by  $71 thousand, which resulted in an interest surcharge of 1/30
of  one  percent  per  day for each day of such advance.  As of the date of this
Annual  Report,  we  are in compliance with the advance schedule.  In connection
with  the  Loan  and  Security  Agreement,  Camel,  Citadel,  and  we executed a
Subordination  Agreement,  on  February  20,  2001,  pursuant  to  which Citadel
subordinated  its  first  position  security  interest  in  our assets to Camel.

     As  of  December  31,  2001, we had cash and cash equivalents of $1,500 and
negative  working  capital  of  $1.3  million.

     Cash  used  by  operating  activities for the year ended December 31, 2001,
amounted to $397 thousand.  Cash used in investing activities for the year ended
December  31, 2001, amounted to $254 thousand and consisted of $17 thousand used
to  purchase  equipment  and $237 thousand invested in and advanced to Spectrum.
Cash  provided  by  financing  activities  for the year ended December 31, 2001,
amounted to $637 thousand and consisted primarily of issuances of notes payable,
net  of  repayments.

                                       37
<PAGE>


     We have sustained significant losses during our 2001 and 2000 fiscal years,
have  experienced  negative cash flows from operations since inception, have had
difficulties generating sufficient cash flow to meet obligations and sustain our
operations,  and have a stockholders' capital deficiency that raises substantial
doubt about our ability to continue as a going concern.  Our ability to meet our
obligations  in the ordinary course of business is dependent upon our ability to
raise  additional  financing through public or private equity or debt financings
and  to operate profitably.  While management believes that such funding will be
available,  the  ability to obtain and the adequacy of such funding, if any, are
uncertain.  Further, the terms of our May 2001 debt settlement with PBM restrict
our  ability  to borrow from banks or other institutional lenders, as PBM is not
obligated  to  subordinate  its  priority to such lenders for our obligations in
excess  of  $300  thousand.

     The  Company's plan for its 2002 fiscal year includes an increased level of
sales,  both  to  our  current  customers  and  to certain additional, similarly
situated  customers.  Management  believes that the Company's relations with its
current  customers,  and the results of management's meaningful discussions with
various  additional  potential  customers,  warrants that level of optimism.  Of
course, no assurance can be provided that such additional sales will occur, that
they  will provide sufficient margins to provide positive cash flow, or that the
Company  will  be able to afford to produce and ship that increased level of our
products.  The  Company also believes that the sales and debt trends established
by  current  management  subsequent  to the receipt of the 510(k) OTC clearances
from the FDA will provide the Company with the flexibility to reduce the current
level of its debt or to re-finance such debt on terms that are more favorable to
the  Company, such as an increased level of credit availability and lower costs.
No  assurance  can  be  provided  that  the  Company's  lenders  will agree with
management on the Company's potential prospects or that the lenders will provide
such  expanded  financial availability.  As discussed above, if we are unable to
increase  our  levels  of equity or debt and to operate profitably, we will face
difficulties  in  continuing  our  business  operations.

SEASONALITY  AND  INFLATION

     Management  does  not  believe  that  our  business  is subject to material
seasonal  fluctuations.  Our  results  of  operations and financial position are
presented  based  upon  historical  cost.  Although management cannot accurately
anticipate  the  effect  of  inflation  on  our  operations, they do not believe
inflation is likely to have a material adverse effect on our revenues or results
of  operations.

RECENT  ACCOUNTING  PRONOUNCEMENTS

     Statement  of  Financial Accounting Standards ("SFAS") No. 133, "Accounting
for  Derivative  Instruments  and Hedging Activities," as amended, was effective
for  us  beginning  December  31,  2001.  SFAS  No.  133 requires that an entity
recognize  all  derivatives  as  either  assets  or liabilities measured at fair
value.  Management  continues  to evaluate the effect that implementation of the
new  standards  will  have  on our results of operations and financial position.
However,  due to our limited use of derivative instruments, adoption of SFAS No.
133  did  not  have  a  significant  effect  on our consolidated balance sheets,
statements  of  operations,  or  statements  of  cash  flows.

                                       38
<PAGE>


     SFAS  No.  141,  "Business  Combinations,"  was effective July 1, 2001, and
established  accounting  and  reporting  standards  to reflect only the purchase
method  of  accounting  for business combinations.  The adoption of SFAS No. 141
did  not  have  a material impact on our financial statements, as we do not have
any  business  combinations  in process or planned as of the date of this Annual
Report.

     SFAS  No. 142, "Goodwill and Other Intangible Assets," is effective for all
fiscal  years  beginning after December 15, 2001, and establishes accounting and
reporting  standards  for  goodwill  and  other  intangible  assets.  We are not
required  to  adopt  the  new statement until the year ending December 31, 2002.
Management  is  currently  evaluating  the effect that implementation of the new
standard  will  have  on  our  results  of  operations  and  financial position.
However,  adoption  of SFAS No. 142 is not expected to have a significant effect
on  our  consolidated balance sheets, statements of operations, or statements of
cash  flows.

ITEM  7.     FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

                          WORLDWIDE MEDICAL CORPORATION
                 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001



<S>                                                                  <C>
Report of Independent Auditors. . . . . . . . . . . . . . . . . . .  F-1

Consolidated Financial Statements of Worldwide Medical Corporation:
Consolidated Balance Sheets as of December 31, 2001 and 2000. . . .  F-2
Consolidated Statements of Operations for Each of the Two Years
 in the Period Ended December 31, 2001. . . . . . . . . . . . . . .  F-4
Consolidated Statements of Shareholders' Deficit for Each of the
 Two Years in the Period Ended December 31, 2001. . . . . . . . . .  F-5
Consolidated Statements of Cash Flows for Each of the Two Years
 in the Period Ended December 31, 2001. . . . . . . . . . . . . . .  F-6

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

</TABLE>
<PAGE>



                         REPORT OF INDEPENDENT AUDITORS


To  the  Board  of  Directors
Worldwide  Medical  Corporation

We  have  audited  the  accompanying  consolidated  balance  sheets of Worldwide
Medical  Corporation  as  of  December  31,  2001  and  2000,  and  the  related
consolidated  statements of operations, shareholders' deficit and cash flows for
each  of the two years in the period ended December 31, 2001. These consolidated
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these 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 consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An  audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
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 Worldwide Medical
Corporation  as of December 31, 2001 and 2000, and the results of its operations
and  cash  flows for each of the two years in the period ended December 31, 2001
in conformity with accounting principles generally accepted in the United States
of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue as a going concern. As discussed in Note 12, Commitments
and  Contingencies,  Managements' Plan, to the financial statements, the Company
has  suffered  recurring  losses from operations, has entered several settlement
agreements  resolving disputes, litigation and regulatory matters, which require
a  significant  commitment of funds, has difficulties generating sufficient cash
flow  to  meet  its  ongoing  obligations  and sustain its operations, and has a
stockholders'  capital deficiency that raise substantial doubt about its ability
to  continue  as  a going concern. Management's plans in regard to these matters
are  also described in Note12, Commitments and Contingencies, Managements' Plan.
The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.




Kelly  &  Company
Newport  Beach,  California
April  16,  2002

                                        F-1
<PAGE>


<TABLE>
<CAPTION>

                          WORLDWIDE MEDICAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2001 AND 2000



ASSETS
<S>                                                     <C>         <C>
                                                              2001        2000
                                                        ----------  ----------
Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . .  $    1,584  $   15,824
Accounts receivable - trade, net of allowances of
73,323 and 0 in 2001 and 2000, respectively . . . . .      254,498     271,564
Inventories. . . . . . . . . . . . . . . . . . . . . .     644,656     446,781
Inventories on consignment . . . . . . . . . . . . . .           -      64,735
Prepaid expenses . . . . . . . . . . . . . . . . . . .      45,366       2,062
Receivable from officer. . . . . . . . . . . . . . . .           -       7,807
Other receivables:
Note receivable from former officer. . . . . . . . . .       7,749      35,870
Due from Pyxis . . . . . . . . . . . . . . . . . . . .      57,940      30,000
Other. . . . . . . . . . . . . . . . . . . . . . . . .         824           -
                                                        ----------  ----------
Total current assets . . . . . . . . . . . . . . . . .   1,012,617     874,643
Property and equipment, net. . . . . . . . . . . . . .     197,890     249,715
Investment in and advance to Spectrum Analytics, Inc..       1,108           -
Other assets . . . . . . . . . . . . . . . . . . . . .      28,126      23,838
                                                        ----------  ----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . .  $1,239,741  $1,148,196
                                                        ==========  ==========
</TABLE>


    The accompanying notes are an integral part of the financial statements.

<PAGE>

                                      F-2
<TABLE>
<CAPTION>

                          WORLDWIDE MEDICAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                         AS OF DECEMBER 31, 2001 AND 2000



LIABILITIES AND SHAREHOLDERS' DEFICIT
<S>                                                    <C>           <C>
                                                              2001          2000
                                                       ------------  ------------
Current liabilities:
Lines of credit - financial institutions. . . . . . .  $   603,821             -
Accounts payable - trade. . . . . . . . . . . . . . .      658,180   $   524,038
Accounts payable, related party . . . . . . . . . . .            -       656,513
Accrued payroll and payroll taxes . . . . . . . . . .       36,376        45,950
Accrued commissions - related party . . . . . . . . .      156,793        76,501
Accrued promotional  and other expense. . . . . . . .       33,711       122,688
Accrued expenses. . . . . . . . . . . . . . . . . . .       83,889        36,902
Accrued interest. . . . . . . . . . . . . . . . . . .        4,103             -
Accrued interest, related parties . . . . . . . . . .       22,604        19,484
Accrued settlement obligations, current portion . . .      483,650       400,000
Capital lease obligations - financial institutions,
 current portion. . . . . . . . . . . . . . . . . . .       21,449        17,736
Notes payable, related parties, current portion . . .      207,000        20,000
Note payable. . . . . . . . . . . . . . . . . . . . .            -        35,000
                                                       ------------  ------------
Total current liabilities . . . . . . . . . . . . . .    2,311,576     1,954,812
Capital lease obligations - financial institutions,
net of current portion. . . . . . . . . . . . . . . .       62,483        83,110
Note payable - related party, net of current portion.      319,524             -
Accrued settlement obligations, noncurrent. . . . . .      350,000             -
                                                       ------------  ------------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . .    3,043,583     2,037,922
                                                       ------------  ------------
Commitments and contingencies
Shareholders' deficit:
Common stock ($0.01 par value, 30,000,000 shares
authorized, 14,777,558 and 11,807,701 shares
issued and outstanding at December 31, 2001 and
2000 , respectively). . . . . . . . . . . . . . . . .      147,775       118,077
Additional paid-in capital. . . . . . . . . . . . . .    4,221,331     3,763,619
Accumulated  deficit. . . . . . . . . . . . . . . . .   (6,091,574)   (4,685,917)
Common stock receivables - officers . . . . . . . . .      (62,572)      (60,000)
Common stock receivables - others . . . . . . . . . .      (18,802)      (25,505)
                                                       ------------  ------------
TOTAL SHAREHOLDERS' DEFICIT . . . . . . . . . . . . .   (1,951,617)   (1,007,803)
                                                       ------------  ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT . . . . .  $ 1,091,966   $ 1,030,119
                                                       ============  ============
</TABLE>


    The accompanying notes are an integral part of the financial statements.
                                        F-3
<PAGE>

<TABLE>
<CAPTION>

                          WORLDWIDE MEDICAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001



<S>                                            <C>           <C>
                                                      2001          2000
                                               ------------  ------------
Net sales . . . . . . . . . . . . . . . . . .  $ 2,866,999   $ 2,271,857
Cost of sales . . . . . . . . . . . . . . . .    1,316,935       534,827
                                               ------------  ------------
Gross profit. . . . . . . . . . . . . . . . .    1,550,064     1,737,030
                                               ------------  ------------
Operating expenses:
Selling . . . . . . . . . . . . . . . . . . .      927,135       799,967
General and administrative. . . . . . . . . .      545,945       723,156
Professional fees . . . . . . . . . . . . . .      417,657       360,701
Bad debt expense. . . . . . . . . . . . . . .       21,913       118,210
Depreciation and amortization . . . . . . . .       68,442        44,626
Settlement expense. . . . . . . . . . . . . .      517,515       505,000
Settlement expense - related party. . . . . .      157,440             -
Beneficial conversion expense . . . . . . . .            -       205,647
                                               ------------  ------------
Total operating expenses. . . . . . . . . . .    2,656,047     2,757,307
                                               ------------  ------------
Loss from operations. . . . . . . . . . . . .   (1,105,983)   (1,020,277)
                                               ------------  ------------
Other expense:
Interest expense. . . . . . . . . . . . . . .      (79,429)     (130,938)
Interest expense, related parties . . . . . .      (51,117)       (2,867)
                                               ------------  ------------
                                                  (130,546)     (133,805)
                                               ------------  ------------
Equity in losses of Spectrum Analytics, Inc..     (236,432)            -
                                               ------------  ------------
Loss before provision for income taxes and
extraordinary item: . . . . . . . . . . . . .   (1,472,961)   (1,154,082)
Provision for income taxes. . . . . . . . . .         (800)         (800)
                                               ------------  ------------
Loss before extraordinary item. . . . . . . .   (1,473,761)   (1,154,882)
Extraordinary gain on settlement of debt, net
of taxes effect of $0 and $0, respectively. .       68,104        46,334
                                               ------------  ------------
NET LOSS. . . . . . . . . . . . . . . . . . .  $(1,405,657)  $(1,108,548)
                                               ============  ============
NET LOSS PER SHARE, BASIC AND DILUTED . . . .  $     (0.11)  $     (0.11)
                                               ============  ============
</TABLE>


    The accompanying notes are an integral part of the financial statements.
                                       F-4
<PAGE>

<TABLE>
<CAPTION>

                                               WORLDWIDE MEDICAL CORPORATION
                                      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
                                          AS OF DECEMBER 31, 2001 AND 2000 AND FOR
                                EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001


                                              Worldwide Medical Corporation
                                     (Formerly Forum International Center, Inc.)
                                               (A Delaware Corporation)
                                                ----------------------   Additional                 Common
                                                  Common      Common     Paid-in      Accumulated   Stock
                                                  Shares      Stock      Capital      Deficit       Receivable        Total
                                                  ------      -----      -------      -------       ----------        -----


<S>                                              <C>          <C>        <C>          <C>           <C>        <C>
BALANCE, DECEMBER 31, 1999. . . . . . . . . . .   8,524,428   $ 85,245   $2,580,950   $(3,577,369)         -   $  (911,174)
  Shares issued upon conversion of debentures .   3,195,177     31,951      766,842             -   $(85,505)      713,288
  Shares issued for services. . . . . . . . . .     132,511      1,325       73,675             -          -        75,000
  Shares returned and canceled resulting from
  the settlement of litigation. . . . . . . . .     (11,904)      (119)         119             -          -             -
  Shares repurchased and cancelled. . . . . . .     (32,511)      (325)     (11,675)            -          -       (12,000)
  Amortization of deferred compensation for
  services. . . . . . . . . . . . . . . . . . .           -          -       34,889             -          -        34,889
  Warrants issued with debentures . . . . . . .           -          -      113,172             -          -       113,172
  Beneficial conversion feature related
  to debentures . . . . . . . . . . . . . . . .           -          -      205,647             -          -       205,647
  Net loss. . . . . . . . . . . . . . . . . . .           -          -            -    (1,108,548)         -    (1,108,548)
                                                 -----------  ---------  -----------  ------------  ---------  ------------
BALANCE, DECEMBER 31, 2000. . . . . . . . . . .  11,807,701    118,077    3,763,619    (4,685,917)   (85,505)     (889,726)
  Shares issued in private placement. . . . . .     129,613      1,296       24,626             -          -        25,922
  Shares issued on exercise of warrants . . . .   1,025,244     10,252      194,796             -    (33,300)      171,748
  Payments received and services
   provided on common stock receivables . . . .           -          -            -             -     37,431        37,431
  Shares issued for prepaid interest on note
  payable arising from settlement of litigation     300,000      3,000       96,000             -          -        99,000
  Shares issued and held in escrow as
  collateral for a note payable issued in
  settlement of litigation. . . . . . . . . . .   1,515,000     15,150      (15,150)            -          -             -
  Warrants issued in settlement of litigation .           -          -      157,440             -          -       157,440
  Net loss. . . . . . . . . . . . . . . . . . .           -          -            -    (1,405,657)         -    (1,405,657)
                                                 -----------  ---------  -----------  ------------  ---------  ------------
BALANCE, DECEMBER 31, 2001. . . . . . . . . . .  14,777,558   $147,775   $4,221,331   $(6,091,574)  $(81,374)  $(1,803,842)
                                                 ===========  =========  ===========  ============  =========  ============
</TABLE>


    The accompanying notes are an integral part of the financial statements.
                                        F-5
<PAGE>

<TABLE>
<CAPTION>

                           WORLDWIDE MEDICAL CORPORATION
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                     AS OF DECEMBER 31, 2001 AND 2000 AND FOR
            EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001



<S>                                                     <C>           <C>
                                                               2001          2000
                                                        ------------  ------------
Cash flows provided by (used in) operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . .  $(1,405,657)  $(1,108,548)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . .       68,442        44,626
Extraordinary gain on settlement of debt . . . . . . .      (68,104)      (46,334)
Interest expense arising from beneficial conversion
features on issuance of convertible debt . . . . . . .            -       205,647
Loss on disposal of equipment. . . . . . . . . . . . .            -         5,980
Loss on asset impairment . . . . . . . . . . . . . . .            -        24,255
Amortization of deferred compensation for services . .            -        34,889
Amortization of debt discount. . . . . . . . . . . . .            -       123,089
Amortization of prepaid interest . . . . . . . . . . .       49,317             -
Common shares issued for services. . . . . . . . . . .            -        75,000
Warrants issued as settlement of litigation. . . . . .      157,440             -
Equity in losses of Spectrum Analytics, Inc. . . . . .      236,432             -
Decrease (increase) in assets:
Accounts receivable - trade. . . . . . . . . . . . . .       17,066       (69,912)
Inventories. . . . . . . . . . . . . . . . . . . . . .     (197,875)     (128,644)
Inventories on consignment . . . . . . . . . . . . . .       64,735        97,879
Prepaid expense. . . . . . . . . . . . . . . . . . . .       (7,952)        2,938
Receivable from officer. . . . . . . . . . . . . . . .        7,807        (7,807)
Note receivable from former officer. . . . . . . . . .       28,121        26,030
Due from Pyxis . . . . . . . . . . . . . . . . . . . .      (27,940)      (30,000)
Other receivables. . . . . . . . . . . . . . . . . . .         (824)            -
Intangible asset . . . . . . . . . . . . . . . . . . .            -        (2,341)
Other assets . . . . . . . . . . . . . . . . . . . . .       10,043       (16,802)
Increase (decrease) in liabilities:
Accounts payable - trade . . . . . . . . . . . . . . .      202,246      (348,446)
Accrued expenses . . . . . . . . . . . . . . . . . . .       46,987         7,502
Accrued payroll and payroll taxes. . . . . . . . . . .       (9,574)      (30,194)
Accrued commissions, related party . . . . . . . . . .       80,292         1,657
Accrued and promotional and other expenses . . . . . .      (88,977)      122,688
Accrued interest, related parties. . . . . . . . . . .        3,120         7,860
Accrued interest . . . . . . . . . . . . . . . . . . .        4,103             -
Accrued litigation settlements . . . . . . . . . . . .      433,650       400,000
                                                        ------------  ------------
NET CASH USED IN OPERATING ACTIVITIES. . . . . . . . .     (397,102)     (608,988)
                                                        ------------  ------------
</TABLE>



    The accompanying notes are an integral part of the financial statements.
                                        F-6
<PAGE>
<TABLE>
<CAPTION>

                                WORLDWIDE MEDICAL CORPORATION
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                          AS OF DECEMBER 31, 2001 AND 2000 AND FOR
                 EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001


<S>                                                                   <C>         <C>
                                                                           2001        2000
                                                                      ----------  ----------
Cash flows provided by (used in) investing activities:
Purchase of property and equipment . . . . . . . . . . . . . . . . .  $ (16,617)  $ (69,378)
Investment in and advance to Spectrum Analytics, Inc.. . . . . . . .   (237,540)          -
Proceeds on disposition of property and equipment. . . . . . . . . .          -       4,095
                                                                      ----------  ----------
NET CASH USED IN INVESTING ACTIVITIES. . . . . . . . . . . . . . . .   (254,157)    (65,283)
                                                                      ----------  ----------
Cash flows provided by (used in) financing activities:
Increase in amount due on lines of credit. . . . . . . . . . . . . .    603,821           -
Repayment of notes payable . . . . . . . . . . . . . . . . . . . . .   (184,989)    (15,000)
Repayment on capital leases. . . . . . . . . . . . . . . . . . . . .    (16,914)     (4,651)
Collection of stock subscription receivable. . . . . . . . . . . . .     37,431           -
Shares repurchased and canceled. . . . . . . . . . . . . . . . . . .          -     (12,000)
Proceeds from the issuance of convertible debt . . . . . . . . . . .          -     600,116
Proceeds from the issuance of detachable warrants. . . . . . . . . .          -     113,172
Proceeds from exercise of warrants . . . . . . . . . . . . . . . . .    171,748           -
 Proceeds from issuance of stock . . . . . . . . . . . . . . . . . .     25,922           -
                                                                      ----------  ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . . . . . . . . .    637,019     681,637
                                                                      ----------  ----------
NET INCREASE (DECREASE) IN CASH. . . . . . . . . . . . . . . . . . .    (14,240)      7,366
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . . . . . . . . . .     15,824       8,458
                                                                      ----------  ----------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . . . . . . . . . .  $   1,584   $  15,824
                                                                      ==========  ==========

Supplemental Disclosure of Cash Flow Information
Cash paid during the fiscal year for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  69,583   $   2,840
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     800   $     800

Supplemental Schedule of Non-Cash Investing and Financing Activities
Conversion of convertible notes:
Notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .          -   $ 798,793
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . .          -   $ (31,951)
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . .          -   $(766,842)

Purchase of property and equipment:
Property and equipment . . . . . . . . . . . . . . . . . . . . . . .          -   $ 105,497
Capital lease obligations. . . . . . . . . . . . . . . . . . . . . .          -   $(105,497)
</TABLE>


    The accompanying notes are an integral part of the financial statements.
                                        F-7
<PAGE>
<TABLE>
<CAPTION>

                          WORLDWIDE MEDICAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR


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

Conversion of related party accounts payable
note payable:
Accounts payable - related party. . . . . . . . . . . .  $ 656,513      -
Note payable - related party. . . . . . . . . . . . . .  $(656,513)     -

Issuance of shares for prepaid interest on note payable
arising from settlement of litigation:
Prepaid interest expense. . . . . . . . . . . . . . . .  $  99,000      -
Common stock. . . . . . . . . . . . . . . . . . . . . .  $  (3,000)     -
Additioinal paid-in capital . . . . . . . . . . . . . .  $ (96,000)     -

Issuance of shares and held in escrow as collateral
for note payable arising from settlement of litigation:
Additional paid-in capital. . . . . . . . . . . . . . .  $  15,150      -
Common stock. . . . . . . . . . . . . . . . . . . . . .  $ (15,150)     -
</TABLE>



    The accompanying notes are an integral part of the financial statements.

                                        F-8
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001


1.     DESCRIPTION  OF  BUSINESS
       -------------------------
Worldwide  Medical  Corporation  (the  "Company")  markets  and  distributes,
principally  in  the  United  States,  a  family of easy-to-use, rapid screening
products  that  provide  preliminary  results  in  five medical disciplines: (1)
pregnancy  and  fertility,  (2)  infectious  diseases,  (3) sexually transmitted
diseases,  (4)  drugs  of  abuse,  and  (5)  health  screening.
The  Company's  products  are  subject  to governmental regulation in the United
States  by  the  Food  and  Drug  Administration.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
       ----------------------------------------------
     Principles  of  Consolidation

The  accompanying  consolidated  financial  statements  include  the accounts of
Worldwide  Medical  Corporation (a Delaware corporation) (the "Company") and its
wholly  owned  subsidiary  Worldwide  Medical  Corporation  (a  California
corporation).  All  significant  intercompany transactions have been eliminated.

     Recognition  of  Revenue

Revenue  is  recognized on non-retailer sales for 2001 and 2000 and for retailer
sales  for  2001  when  the  products  are  shipped  to  the Company's customer.
Provisions  for  discounts  and  rebates  to  customers,  estimated  returns and
allowances,  and  other  adjustments  are  provided  for  in the same period the
related  revenues  are  recorded.  In  2000,  the  Company  granted its retailer
customers  the  right  to  return  unsold products and credit terms that did not
require  payment  for  products  purchased  until  they  were ultimately sold at
retail. Accordingly, the Company recorded the products shipped to those retailer
customers  in  2000 as consigned inventory until the receipt of payment when the
sale  was  then  recorded.

     Cash  and  Equivalents

The  Company  invests  portions of its excess cash in highly liquid investments.
Cash  and  equivalents  include time deposits and commercial paper with original
maturities  of  three  months  or  less.  The  Company  has  no requirements for
compensating  balances.  The  Company  maintains cash balances in bank accounts,
which did not exceed the federally insured limits at December 31, 2001 and 2000.

     Inventories  and  Inventories  on  Consignment

Inventories are stated at the lower of cost or market with cost being determined
using  the  first-in, first-out method. Substantially all inventory consisted of
finished  goods held for sale. The Company's management monitors inventories for
excess  and  obsolete  items and makes necessary valuation corrections when such
adjustments  are  required.  In  2000,  products

                                        F-9
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001


2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
       ----------------------------------------------------------

     Inventories  and  Inventories  on  Consignment,  Continued

shipped  to  retail customers were recorded as consigned inventories until their
payments  were  remitted  to  the  Company.

     Equity  Method  of  Accounting

The  equity  method  of  accounting  is  used  when the Company has a 20% to 50%
interest  in  other  entities. Under the equity method, original investments are
recorded  at  cost and adjusted by the Company's share of undistributed earnings
or  losses of these entities. Nonmarketable investments in which the Company has
less  than  20%  interest  and in which it does not have the ability to exercise
significant  influence  over  the  investee  are  initially recorded at cost and
periodically  reviewed  for  impairment.

     Property  and  Equipment

Property  and  equipment  are  recorded  at  cost  and are depreciated using the
straight-line  method over an expected useful life of 3 to 5 years. Expenditures
for  normal  maintenance  and  repairs  are  charged  to income, and significant
improvements  are  capitalized.  Upon  the  sale  or  retirement of property and
equipment,  the  accounts  are  relieved of the cost and the related accumulated
depreciation  with  any  resulting  gain  or  loss  included in the statement of
operations.

     Long-Lived  Assets

Long-lived  assets  held  and  used  by  the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an  asset  may  not  be  recoverable.  The  estimated  undiscounted  cash  flows
associated  with the assets are compared to the carrying amounts to determine if
a  writedown  to fair value is required. In fiscal 2000, management decided that
the  Company  would  no  longer  pursue  utilization  of  the intangible assets,
consisting  of  patent and patent application costs and recognized an impairment
loss  of  $24,255,  which  is  included  in  selling, general and administrative
expenses.

     Accrued  Confirmatory  Testing  Expense

The  Company  provides  for  estimated confirmatory testing costs related to the
sales  of its home drug testing kits. The Company has accrued for these costs in
the  period  in  which  sales  are  made.

     Accounting  for  Income  Taxes

The  Company  accounts  for  income  taxes under the liability method. Under the
liability  method,  deferred  tax assets and liabilities are determined based on
differences between financial reporting and tax basis of assets and liabilities.
They  are  measured  using  the  enacted

                                        F-10
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001


2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
       ----------------------------------------------------------

     Accounting  for  Income  Taxes,  Continued

tax  rates  and laws that will be in effect when the differences are expected to
reverse.  The  Company is required to adjust its deferred tax liabilities in the
period when tax rates or the provisions of the income tax laws change. Valuation
allowances are established to reduce deferred tax assets to the amounts expected
to  be  realized.

     Debt  Issued  with  Stock  Purchase  Warrants

Proceeds from debt issued with stock purchase warrants are allocated between the
debt and the warrants based on their relative fair values. The value ascribed to
the  warrants, based on the Black-Scholes Option Pricing Model, is accounted for
as a discount on the debt and amortized to interest expense over the term of the
related  debt  using  the  effective  interest  method.

     Stock-Based  Compensation

Statement  of  Financial  Accounting  Standards ("SFAS") No. 123, Accounting for
Stock-Based Compensation, ("SFAS No. 123") established accounting and disclosure
requirements  using  a  fair-value-based  method  of  accounting for stock-based
employee  and  nonemployee compensation plans. As permitted by SFAS No. 123, the
Company  has  elected to account for stock-based employee compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
Accounting  for Stock Issued to Employees ("APB No. 25"). In accordance with APB
No. 25, compensation cost for stock options is recognized as the excess, if any,
of  the market price of the Company's stock at the date of grant over the amount
an  employee  must  pay  to acquire the stock. Generally, the exercise price for
stock  options  granted  to employees equals or exceeds the fair market value of
the  Company's  common  stock  at  the  date  of  grant, thereby resulting in no
recognition  of  compensation expense by the Company. Any compensation cost that
does  arise  is  amortized  over  the  requisite  vesting  periods.
The  Company accounts for stock-based compensation to nonemployees in accordance
with  SFAS  No.  123.

     Research  and  Development  Costs

Research  and development costs are expensed when incurred and include costs for
the  production  of  device  prototypes,  validation specimens, and other design
costs.  Research  and development costs incurred during 2000 were $72,337. There
were no research and development costs incurred during 2001. However, $73,052 of
research  and  development  expense was incurred by Spectrum Analytics, Inc. and
included  in  its  loss  from  operations.



                                        F-11
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
       ----------------------------------------------------------

     Advertising  Costs

The  Company  expenses  the  production  costs of advertising the first time the
advertising program is used and upon payment to retailers for use in cooperative
advertising.  Advertising  expense was $458,685 and $465,886 for the years ended
December  31,  2001  and  2000,  respectively.

     Loss  Per  Common  Share

Basic  and diluted loss per common share are computed by dividing loss available
to  common  shareholders  by  the  weighted  average  number  of  common  shares
outstanding  during  the  period.  Diluted  loss per share does not consider the
effect  of  potentially  dilutive  securities,  as  their  inclusion  would  be
anti-dilutive.

     Use  of  Estimates

The  preparation  of  the  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 reported amounts of
assets  and liabilities and contingent assets and liabilities at the date of the
financial  statements  and  the reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  those  estimates.

     Financial  Statement  Classification

Certain  amounts  within  the  2000  consolidated financial statements have been
reclassified  in  order  to conform to the 2001 consolidated financial statement
presentation.  These  changes  had  no  impact on previously reported results of
operations  or  shareholders'  equity.

     New  Accounting  Pronouncements

In  June  2001,  the  FASB  issued  SFAS  No.  141, Business Combinations, which
addresses financial accounting and reporting for business combinations. SFAS No.
141  supercedes  Accounting  Principles  Board  ("APB") Opinion No. 16, Business
Combinations  and  amends  or  supercedes  a  number  of interpretations of that
opinion. It also amends SFAS No. 38, Accounting for Preacquisition Contingencies
of  Purchased  Enterprises. SFAS No. 141 will apply to all business combinations
initiated after June 30, 2001. In 2002, the Company acquired all of a company it
had  previously  reported  under the equity method of accounting. The Company is
currently evaluating the impact of SFAS No. 141 to determine the effect, if any,
it  may  have on the Company's results of operations, financial position or cash
flows.


                                        F-12
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
       ----------------------------------------------------------

     New  Accounting  Pronouncements,  Continued

In  June  2001,  the  FASB  issued SFAS No. 142, Goodwill and Other Intangibles,
which  addresses  financial  accounting  and  reporting  for  goodwill and other
intangible  assets  subsequent to their acquisition. SFAS No. 142 supercedes APB
No.  17, Intangible Assets. Provisions of SFAS No. 142 will be effective for all
fiscal  years  beginning  after  December  15, 2001. As such, the Company is not
required to adopt the new statement until the year ending December 31, 2002. The
Company  is  currently  evaluating  the  effect  that  implementation of the new
standard will have on its results of operations and financial position. However,
adoption  of  SFAS  No.  142 is not expected to have a significant effect on the
Company's  consolidated  balance sheets, statements of operations, or statements
of  cash  flows.

In  August  2001,  the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations,  which  addresses  the  accounting  requirements  for  retirement
obligations  associated with tangible long-lived assets. This Statement requires
entities  to  record  the  fair  value  of  a  liability for an asset retirement
obligation  in  the  period in which it is incurred. This Statement is effective
for the Company's 2003 fiscal year, and early adoption is permitted. The Company
is  currently  evaluating the impact of SFAS No. 143 to determine the effect, if
any,  it  may have on the Company's results of operations, financial position or
cash  flows.

In  October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal  of Long-Lived Assets, which excludes from the definition of long-lived
assets  goodwill and other intangibles that are not amortized in accordance with
SFAS  No. 142. SFAS No. 144 requires that long-lived assets to be disposed of by
sale  be  measured  at  the  lower of carrying amount or fair value less cost to
sell,  whether  reported in continuing operations or in discontinued operations.
SFAS  No.  144  also expands the reporting of discontinued operations to include
components  of  an  entity  that  have  been  or will be disposed of rather than
limiting  such  discontinuance  to  a  segment  of a business. This Statement is
effective  for  the Company's 2003 fiscal year, and early adoption is permitted.
The  Company is currently evaluating the impact of SFAS No. 144 to determine the
effect,  if  any,  it may have on the Company's results of operations, financial
position  or  cash  flows.

3.     INVESTMENT
       ----------
The  Company  has  a  50%  interest  in Spectrum Analytics, Inc. ("Spectrum"), a
diagnostic testing laboratory, which has been accounted for on the equity method
since  its inception in January 2001.  Spectrum's only customer to date has been
the  Company for which it has provided confirmatory testing for home drug tests.
The  Company  received  credit for approximately $40,000 of the pre-organization
costs  it  incurred  and  contributed  fixed  assets  with  a  book  value  of
approximately $10,000 for its 50% interest, while Drs. Rojas and Moretti each as
to  25%  (the  other  50%  investors  who  are  employees  of  Spectrum)

                                        F-13
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

3.     INVESTMENT,  CONTINUED
       ----------------------
contributed  laboratory  equipment  with  a  fair  value of $50,000. The Company
advanced  additional  funds  to  Spectrum  during  the  year while the other 50%
investor  was  not obligated to nor did it provide additional financial support.
Therefore,  the  Company's  2001  operations  include  a loss of $236,432, which
represents  100%  of  the  loss  experienced  by Spectrum for the year. The loss
reduced  the  Company's  investment  in  and  advances  to  Spectrum  to $1,108.
The  results  of operations and financial position of the Company's equity basis
investment  in  Spectrum  at  December  31,  2001  is  summarized  below:
Condensed  statement  of  operations  information:

Net  sales  (related  party)                                    $        29,500
                                                                =        ======
Net  loss                                                       $     (236,432)
                                                                =     =========
Company's  equity  in  net  loss  of  Spectrum                  $     (236,432)
                                                                =     =========

Condensed  balance  sheet  information:

Current  assets                                                 $           306
Noncurrent  assets                                                       52,976
                                                                         ------
Total  assets                                                   $        53,282
                                                                =        ======
Current  liabilities:
     Related  party                                             $       237,541
     Other                                                                2,174
                                                                          -----
Total  current  liabilities                                             239,715
Deficit                                                               (186,433)
                                                                      ---------
Total  liabilities  and  deficit                                $        53,282
                                                                =        ======
     Reconciliation of Spectrum Deficit to the Company's Investment
Spectrum  deficit                                               $     (186,433)
Less:     Other  50%  investors  portion  of  the  deficit               93,216
                                                                         ------
Company's  portion  of  the  Spectrum  deficit                         (93,217)
Plus:
Company  funds  advances  or  expenses  incurred on behalf of Spectrum  237,541
Less:     Other  50%  investors  portion  of  the  loss               (118,216)
          Fifty  percent  of  fixed  asset  contribution  by
             other  investor                                           (25,000)
                                                                       --------
COMPANY'S  INVESTMENT  IN  SPECTRUM                             $         1,108
                                                                =         =====

                                        F-14
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

3.     INVESTMENT,  CONTINUED
       ----------------------
Included  in  the  operating  results  of Spectrum are allocations of $85,469 of
expenses  incurred by the Company and payments made by the Company on Spectrum's
behalf  of  $170,979.

4.     PROPERTY  AND  EQUIPMENT
       ------------------------
Property  and equipment at December 31, 2001 and 2000 consists of the following:
                                                         2001               2000
                                                         ----               ----
Equipment                                        $      230,661    $     230,661
Office  furniture  and  equipment                       145,661          131,104
Leasehold  improvements                                  23,187           21,127
                                                         ------          -------
                                                        399,509          382,892
     Less:  accumulated  depreciation                   201,619          133,177
                                                        -------          -------
Property  and  equipment,  net                   $      197,890    $     249,715
                                                 =     =======     =     =======

At  December  31,  2001  and  2000,  property and equipment includes $105,497 of
equipment  recorded  under  capital  leases,  respectively.
Depreciation  expense  was  $68,442 and $44,626 for the years ended December 31,
2001  and  2000.  Depreciation  expense  for  the  year  ended December 31, 2001
includes  $21,099  of  depreciation  for  assets  recorded under capital leases.


5.     LINES  OF  CREDIT  -  FINANCIAL  INSTITUTIONS
       ---------------------------------------------
A  line  of  credit was entered into in 2001 with a financial institution with a
maximum  credit  of  $275,000  or  80%  of  the eligible domestic trade accounts
receivable, for working capital needs. Borrowings under the line of credit as of
December  31,  2001, were $273,821 and during the year bore a fluctuating annual
interest  rate  of 27.5% to 36% plus the increase or decrease in the Wall Street
Journal  prime  with  the  principal and unpaid interest due in full on March 1,
2003.  The interest rates charged on the line of credit changed monthly based on
the  average  amount  outstanding.  The  eligible  domestic  accounts receivable
balance  as  of  December  31,  2001  was  $203,598,  which  meant  there was an
overadvance  of  the  line  of  credit of $70,223 and resulted in a surcharge of
one-thirtieth  of  1%  per  day  for  each  day the overadvance existed with the
surcharge  amount  included  in  the  unpaid  balance. The line of credit had an
effective  weighted  average interest rate of 29.2% per annum for the year ended
December 31, 2001. As of this report date, the Company is in compliance with the
advance schedule per the loan agreement. The line of credit is collateralized by
all  of  the  Company's  assets  with  a  financing  statement  on file with the
California  Secretary  of  State  dated  February  23,  2001.


                                        F-15
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

5.     LINES  OF  CREDIT,  CONTINUED
       -----------------------------
Line of credit with a financial institution with a maximum credit of $250,000 as
of  December  31,  2001  for working capital needs. Borrowings under the line of
credit  bear  interest  at a fixed rate of 10% per annum, with the principal and
unpaid  interest due in full on July 5, 2002. The line of credit is eligible for
a one-year renewal subject to negotiation with the lender. At December 31, 2001,
the  line  was  overadvanced  and  had a balance of $330,000. The line of credit
agreement  does  not  have  any  negative covenants nor related remedies for the
overadvance.  The  lender  is  currently  being  administered  by  a  federal
court-appointed  receiver.  The  line  of credit is collateralized by all of the
Company's  assets  with  a  financing  statement  on  file  with  the California
Secretary  of  State  dated  September  25,  2000.

6.     DEBT  RESTRUCTURING
       -------------------
The  Company,  in  an  earlier  year,  entered into an exclusive distributor and
supplier  agreement  with an entity owned by a major shareholder and director of
the  Company.  The  agreement  provided  for  the Company to act as an exclusive
distributor  in  specified  markets  for certain diagnostic products produced by
this  related  party.  The  agreement  was  prematurely  terminated  in 1998 and
disputes  arose  between  the Company and the supplier over the amounts owed and
the  payment thereof. In May 2001, to resolve the $656,513 related party account
payable,  the  Company made a cash payment of $25,000 and executed a convertible
secured  promissory  note payable to the supplier in the amount of $631,513. The
note  is  collateralized  by  all  of the assets of the Company with a financing
statement  on  file  with the California Secretary of State dated July 16, 2001,
and  1,515,000 shares of its common stock issued and held as collateral in trust
by the Company's legal counsel. The 1,515,000 shares will be retired if they are
not  released  from  the  escrow  as  part of the collateral requirements of the
convertible  secured  promissory  note  payable.  The  note  payable  itself  is
non-interest  bearing  and  requires  weekly payments equal to certain specified
amounts  per  product  unit sold for which payment was received during the week.
The  per  unit  payment  amounts range from $0.25 effective January 1, 2001, and
adjust  every  six  months  up  to  $1.00  starting  July  1, 2003, and continue
thereafter  at  that  rate  until  the note is fully paid. The terms of the note
payable  also  require  the  Company to make principal payments on cash proceeds
from  the  sale  by  the Company of its common stock. The amount of the required
principal  payments  is equal to 15% of an adjusted per share price (as defined)
up  to  $0.75 and 10% of an adjusted per share price of $0.76 and over. The note
is  convertible  at the holder's discretion at any time in whole or in part into
shares  of  the  Company's common stock subject to the Company's right to prepay
such  amount  otherwise to be converted. The conversion price is $0.40 per share
subject  to certain adjustments as specified arising from among other things any
stock splits, stock dividends, consolidations or mergers. The note also provides
it shall be junior and subordinate only to an amount not to exceed an additional
$300,000  of  bank  or


                                        F-16
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

6.     DEBT  RESTRUCTURING,  CONTINUED
       -------------------------------
other institutional indebtedness in excess of that outstanding as of the date of
the  note  agreement.
In  order  to  induce  the Company to repay the note as quickly as possible, the
Company agreed to the issuance and escrow of an additional 300,000 shares of its
common  stock  with  its  legal  counsel  to  be  released to the note holder in
specified  increments. If the note is not fully paid after one year and prior to
the 18th, the 24th, the 30th months, and then thereafter, the Company's attorney
will  cause  the  shares to be released from the escrow in increments of 75,000,
75,000, 50,000 or 100,000 shares, respectively, to the note holder. The issuance
of  the  300,000  shares  resulted in the Company recognizing $99,000 of prepaid
interest  based on the fair value of the shares as of the date of the agreement.
In  2002,  the  first $75,000 shares that had been escrowed were released to the
entity.  The  prepaid interest is being amortized, on an interest method with an
effective  rate  of  9.7%  over  the  expected  life  of  the  note  payable.
In connection with this agreement, the Company issued three warrants to the same
major  shareholder  and director to purchase 164,000, 246,000 and 246,000 shares
of the Company's common stock at exercise prices of $0.20, $0.30 and $0.40, with
expiration  dates  of  December  31,  2001, 2002, and 2003, respectively. During
2001,  the  major  shareholder  and director exercised the 164,000 warrants. The
Company  recognized  a  $157,440 settlement expense arising from the issuance of
the  warrants. These warrants were valued at their fair value based on the Black
Scholes  Option  Pricing  Model  as  of  the  date  of  the  agreement.
If the Company ceases to sell test units (as defined); if during any three-month
period  annualized  sales  volume is less than $1,000,000; or if the note holder
receives  payments  during any three-month period of less than $50,000; the note
holder  is  entitled to issue a demand for all the unpaid note principal and all
of  the  remaining  unissued  escrowed  300,000  common  shares.
The  note  payable  is  current  as  of  the  report  date.


                                        F-17
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

7.     NOTES  PAYABLE
       --------------
Notes  payable  at  December  31,  2001  and  2000  consist  of  the  following:
                                                           2001             2000
                                                           ----             ----
     Uncollateralized  -  Related  Party
Note  payable  to  a  major  shareholder  who  is  a  director
 of  the  Company,  with  an  interest  rate  of  9%  per
 annum.  The  note  matured  in  March  1996,  has  not  been
 renewed  or  extended  and  is  therefore  treated  as  due  on
 demand.  The  note  and  accrued  interest  is  convertible  at
the  option  of  the  holder  into  shares  of  the  Company's
common  stock  at  a  conversion  price  of  $.60  per  share.
The  conversion  feature  is  in  effect  as  long  as  any
portion  of  the  note  payable  and  the  related  accrued
interest  are  unpaid.                            $      20,000     $     20,000

     Collateralized  -  Related  Party
Note  payable  to  a  company  owned  by  a  major
 shareholder  who  is  a  director  of  the  Company.  A  total
of  300,000  shares  of  the  Company's  common  stock  are
held  in  escrow  to  be  released  in  certain  increments  over
the  period  that  there  is  an  unpaid  balance  on  the  note.
The  value  of  these  shares  has  been  recorded  as  prepaid
interest,  which  is  being  amortized  on  an  interest  method
to  interest  expense  at  an  effective  rate  of  9.7%  per
annum.  The  note  requires  weekly  payments  equal  to
certain  specified  amounts  per  product  unit  sold.  The
note  is  collateralized  by  all  of  the  assets  of  the
Company  and  1,515,000  shares  of  its  common  stock
issued  and  presently  held  in  trust  by  the  Company's

                                        F-18
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

legal  counsel  (Note  6).                             506,524                 -
                                                       -------      ------------
Total  notes  payable  -  related  party               526,524            20,000
Less:  current maturities                             (207,000)         (20,000)
                                                     ---------          --------
LONG TERM PORTION OF NOTES PAYABL- RELATED  PARTY $    319,524                 -
                                                  =    =======           =======

                                        F-19
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

7.     NOTES  PAYABLE,  CONTINUED
       --------------------------
     Uncollateralized  -  Other
                                                                 2001       2000
                                                                 ----       ----
Note  payable  to  a  shareholder  with  an  interest  rate  of
 10%  per  annum.  The  note  matured  in  April  2000,  has
not  been  renewed  or  extended  and  is  therefore  treated
as  due  on  demand.  In  connection  with  the  note,  the
Company  granted  25,000  warrants  to  purchase  the
Company's  common  stock  at  $1.00  per  share,
exercisable  immediately  and  expiring  on  October  15,
2002  and  recorded  a  discount  of  $17,000  on  the  note
based  on  the  fair  value  of  the  warrants.  Discount  of
$9,917  was  amortized  to  interest  expense  during  2001.
No  discount  was  amortized  to  interest  expense  in  2000
..  The  note  was  fully  paid  in  2001.                        -  $     35,000
                                                        ----------  -     ------
Total  notes  payable,  related  parties                         -        35,000
Less:  current  maturities                                       -      (35,000)
                                                        ----------      --------
LONG  TERM  PORTION  OF  NOTES  PAYABLE                         -              -
                                                        ==========  ============

Maturities  of  notes  payable  for  the  years  ended  December  31,

2002                              $     207,000
2003                                    250,000
2004                                     69,524
2005  and  thereafter                         -

Interest  expense during the years ended December 31, 2001 and 2000 was $130,546
and  $133,805,  respectively.

     Convertible  Debentures

During  2000,  the  Company  issued convertible debentures for total proceeds of
$798,794.  The  debentures were issued with a detachable warrant to purchase one
share  of the Company's common stock for each dollar raised and have an exercise
price of $0.20.  The warrants were immediately exercisable, and expired one year
from  the  date  of  issuance.  They  bore  interest at a rate of 12% per annum,
mature  one  year  from  issuance and were convertible into the Company's common
stock  at  $0.25  per share.  Proceeds from the borrowing were allocated between
the  debt  and  the warrants based on their relative fair values.  A discount of
$113,172  was  recorded  on  the  note,  which  has  been  recognized  as

                                        F-20
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

7.     NOTES  PAYABLE,  CONTINUED
       --------------------------

     Convertible  Debentures,  Continued

interest  expense  on  a  yield  basis  over  the life of the related debt.  The
debentures  were  determined  to  have  a  beneficial  conversion  feature  with
intrinsic  values  totaling $205,647, which was recorded as debt discount and an
increase in additional paid-in-capital. The corresponding discount was amortized
to  interest expense over the period from issuance of the notes to the date they
became  first  convertible. All the debentures were convertible at any time, and
accordingly,  the  total discount was charged to interest expense at the date of
issuance.  The  debentures  were immediately converted into the Company's common
stock,  and  an  aggregate  of  3,195,177  shares  were  issued.

Subsequent  to  year-end, the Company issued units of convertible debentures and
common  stock  and  received proceeds of $125,000. Each unit consists of $25,000
convertible note and 12,500 shares of the Company's common stock. The note bears
interest at 10% per annum and is due in six months with a six-month extension at
the  option  of  the  holder.  The note is convertible into 50,000 shares of the
Company's  restricted  common  stock  and  has  certain  registration  rights.

In addition, the Company sold one unit consisting of a $250,000 note payable and
250,000 restricted common shares that have certain registration rights. The note
bears  interest  at  10%  per  annum  and  is due in six months with a six-month
extension  at  the  option  of the holder. The note is collateralized by 500,000
shares  of  the  Company's  common  stock  held in escrow by the Company's legal
counsel  in  the  event  of  default.


8.     CAPITALIZED  LEASE  OBLIGATIONS
       -------------------------------

The  Company  leases  equipment  under  long-term noncancellable capital leases.
Obligations  under  capital  leases  consist  of  the  following:
                                                                   2001     2000
                                                                   ----     ----
Capital  lease  with  a  finance  company  with  an  interest
 rate  of  14.25%  per  annum,  with  monthly  principal
and  interest  payments  of  $2,043,  maturing  in
September  2005                                            $     71,688 $ 83,716

                                        F-21
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001


Capital  lease  with  a  finance  company  with  an  interest
 rate  of  21.94%  per  annum,  with  monthly  principal
and  interest  payments  of  $681,  maturing  in  October
2003                                                             12,244   17,130
                                                                 ------   ------
Total  capitalized  lease  obligations                     $    83,932 $ 100,846
                                                           =     ======  =======




                                        F-22
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

8.     CAPITALIZED  LEASE  OBLIGATIONS,  CONTINUED
       -------------------------------------------

Future  minimum  lease  payments under capital leases are as follow for the year
ending  December  31:

2002                                           $     32,688
2003                                                 31,326
2004                                                 24,516
2005                                                 19,209
2006                                                      -
                                             --------------
Total  minimum  lease  payments                     107,739
Less:  amount  representing  interest
at  the  incremental  borrowing                    (23,807)
                                                    -------
Total  value  of  minimum  lease  payments           83,932
     Less:  current  portion                        (21,449)
                                                    --------
CAPITALIZED  LEASE  OBLIGATIONS
NET  OF  CURRENT  PORTION                     $      62,483
                                              =     =======

9.     EXTRAORDINARY  ITEM
       -------------------
During  2001  and  2000,  the Company settled certain payables with an aggregate
balance  of $106,478 and $70,335 for total cash payments of $38,347 and $24,000,
resulting  in  gains  of  $68,104  and  $46,334,  or  $0.01  per  common  share,
respectively.  The  aggregate  gain  on  the  settlements  is  classified  as an
extraordinary  item  in  the  statement  of  operations.

10.     RELATED  PARTY  TRANSACTIONS
        ----------------------------
     Sales  Agreement

The  Company  entered into an exclusive sales agreement with a company currently
owned  by a former director and previously partially owned by an officer, who is
a  current director.  The agreement included a 15% commission on sales generated
by the related party in North America and Mexico.  In April 2000, the commission
rate was amended to 7.5%.  The related party agreed to reimburse the Company for
certain  initial costs to establish customer account relationships.  The Company
entered  into  a  new agreement with this entity effective January 1, 2001, that
provides  for  commissions  of 4.0%, 3.5%, 3.0%, and 2.75% on incremental annual
retail  sales of the first $1,500,000, the next $1,000,000, the next $1,000,000,
and  the next $1,500,000, respectively and 2.5% on retail sales over $5,000,000.
In  addition,  the  agreement  provides  for  commissions  of  2.0% on the first
$5,000,000  of  wholesale  and  distributor sales and 1.25% thereafter.  For the
years  ended  December  31,  2001  and  2000, the related party commissions were
$240,671  and  $223,131,  respectively.

                                        F-23
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001


11.     INCOME  TAXES
        -------------
The  components  of  the provision for income taxes for the years ended December
31,  2001  and  2000  are  as  follows:
                                                                   2001     2000
                                                                   ----     ----
Current  expense:
                        Federal
                        State                                 $     800 $    800
                                                              -     --- -    ---
                                                                    800      800
                                                                    ---      ---
Deferred  benefit:
     Federal                                                          -        -
     State                                                            -        -
                                                              ---------  -------
Total  provision                                              $     800  $   800
                                                              =     ===  =   ===
Significant  components  of  the  Company's  deferred  income  tax  assets  and
liabilities  at  December  31,  2001  and  2000  are  as  follows:

                                                         2001               2000
                                                         ----               ----
Deferred  income  tax  asset:
     Accrued  expenses                              $     7,610     $     11,894
     Net  operating  losses                           2,149,510        1,633,388
     Other                                                  272              272
                                                            ---             ----
Total  deferred  income  tax  asset                   2,157,392        1,645,554
Valuation  allowance                                 (2,147,576)     (1,635,556)
                                                    -----------      -----------
Total  deferred  income  tax                              9,816            9,998
                                                          -----            -----
Deferred  income  tax  liability:
     Depreciation                                         9,816            9,998
                                                          -----            -----
Total  deferred  income  tax  liability                   9,816            9,998
                                                           -----           -----
Net  deferred  income  tax  liability                          -               -
                                                     ===========     ===========
The  Company  has concluded that it is more likely than not that none of the net
deferred  income tax assets will be realized through future taxable earnings and
has  established  a  valuation  allowance  for  them.


                                        F-24
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

11.     INCOME  TAXES,  CONTINUED
        -------------------------
Income  tax  expense  differs  from  the expected amount by applying the federal
statutory  rate  as  follows:
                                                         2001               2000
                                                         ----               ----
Federal  statutory                                      (34.0)%          (34.0)%
State  income  taxes                                      0.1                0.1
Nondeductible  expense                                    0.3               10.3
Increase  in  valuation  allowance                       33.7               23.7
                                                        -----               ----
                                                          0.1%              0.1%
                                                          ====              ====
At December 31, 2001, the federal and state net operating loss carryforwards are
$5,785,706  and  $2,063,016,  respectively.  The federal and state net operating
losses  will  begin  to  expire  in  2016  and  2002,  respectively.
12.     COMMITMENTS  AND  CONTINGENCIES
        -------------------------------
     Concentration  of  Suppliers

The  Company made approximately 100% of its inventory purchases from three North
American  vendors  for the years ended December 31, 2001 and 2000.    One vendor
accounted  for  22% of the total accounts payable at December 31, 2001 and 2000,
respectively. Although there are other suppliers of these materials, a change in
suppliers  could  cause delays in the production process, which could ultimately
affect  operating  results.

     Concentration  of  Credit  Risk

Financial  instruments,  which potentially subject the Company to concentrations
of  credit  risk,  consist  primarily  of trade accounts receivable. Exposure to
losses  on  accounts  receivable  is  principally  dependent  on  the individual
customer's  financial  condition,  as  credit  sales are not collateralized. The
Company  monitors  its  exposure  to credit losses and writes off those accounts
receivable that it deems to be uncollectible. The Company had two customers that
accounted  for  75%  and 74% of the Company's sales for the years ended December
31,  2001  and  2000,  respectively.  Two  customers  accounted  for 87% and one
customer  accounted  for  86% of the accounts receivable balance at December 31,
2001  and  2000,  respectively.

     Management's  Plan

Management  plans  include  completion  of the Company's development program and
attainment of profitable operations by achieving sufficient sales to support the
Company's  cost  structure.  The  future  sales growth is planned to be achieved
through  distributors  selling  to hospitals, laboratories, law enforcement, and
retail  outlets.  The Company's sales increased in the year 2001primarily due to
the  sale  of  its  retail  products.  Management's  plan  includes

                                        F-25
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001


12.     COMMITMENTS  AND  CONTINGENCIES,  CONTINUED
        -------------------------------------------
     Management's  Plan,  Continued

the  continued  focus  on  sales  efforts within the retail markets, given their
higher  gross  profit  margins,  product  and operating cost reductions, and the
continued  development  of  the  Company's own laboratory and laboratory testing
business.

The  Company  has  relied  upon  debt and equity funding from shareholders since
inception.  The  Company  plans  to raise additional equity by private placement
sales  and a public offering of common stock to new and existing stockholders in
order  to  fund  operations  until  the  Company  is consistently profitable. In
addition,  the  Company  has  entered  several  settlement  agreements resolving
disputes,  litigation  and  regulatory  matters,  which  require  a  significant
commitment  of  funds.  Management believes that such funding will be available,
but  the  ability  to  obtain  and  the  adequacy  of  such funding, if any, are
uncertain. In addition, the Company is unable to assess the possible outcome and
the  effect  on  the Company's operations and cash flows from the litigation and
related  party  dispute  mentioned  above.

     Operating  Leases

The Company rents its facility under an operating lease agreement, which extends
through  June  2005.  The  Company  has  the  option to extend the lease for one
three-year  period  at  the  then  current  market  rate.

Future  minimum  lease  payments  at  December  31,  2001  are  as  follows:

2002                                    $      125,941
2003                                           125,941
2004                                           125,941
2005                                           104,941
2006                                                 -
                                         -------------
     TOTAL  MINIMUM  LEASE  PAYMENTS     $     482,764
                                         =     =======

Rent  expense  was $87,647 and $91,505 for the years ended December 31, 2001 and
2000,  respectively.

     Co-operative  Promotions

During  2001,  the  Company committed to provide two of its largest customers an
aggregate  of approximately $245,000 for co-operative promotions and advertising
during  2002  and  2003.

                                        F-26
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

12.     COMMITMENTS  AND  CONTINGENCIES,  CONTINUED
        -------------------------------------------
     Employment  Taxes

The  Company,  in  its  fiduciary  capacity  as  an  employer,  has  the primary
responsibility  for  deducting  and  remitting  both  the  employer and employee
portions  of  payroll  related  taxes  to the appropriate governmental agencies.
During  1999,  the  Company paid compensation of $119,440 to two of its officers
from whom these taxes, approximating $30,000, were neither withheld nor remitted
to  the  governmental  authorities  involved. If, as a result of not withholding
employment  taxes,  the  employees incur an income tax liability that ultimately
results  in  a  deficiency, the Company becomes contingently responsible, if the
employees  cannot  or do not satisfy that liability. The Company is contingently
liable  for  these  taxes,  penalties, and interest. The employer portion of the
payroll-related  taxes  has been recorded as a liability by the Company and will
remain  there  until  the  federal  and  state  statues  of  liability  lapse.
     Settlement  of  Dispute

During  1999,  disputes  arose between the Company and its "then president" over
various  matters.  In February 2000, the Company's "then president" resigned and
in  June,  entered  into  a settlement agreement with the Company. The agreement
provided,  among  other  things  for  the  former  president to issue a $310,000
interest-bearing  note  to  the Company that is payable over a seven year period
and the pledge of all his shares of the Company's common stock as collateral for
the  note.  The Company recognized the note receivable only to the extent of the
value  of  the  underlying collateral and concluded that income from the amounts
due  under  the  note  in excess of the receivable recorded should be recognized
only  as payments are received. To date, payments of $10,000 have been received,
and the note receivable balance has decreased by the reduction in the fair value
of  the shares held as collateral and by the fair value of the shares the former
officer  agreed  to  liquidate  for  the  benefit  of  the  Company related to a
settlement  with the former chief financial officer of $20,090. Amounts recorded
as  due from the former officer were $7,749 and $35,870 at December 31, 2001 and
2000,  respectively.

     Settlement  of  Litigation

In  August  2000,  a  former  chief  financial officer of the Company filed suit
against  the  Company  alleging  breach  of  employment  contract,  wrongful
termination,  failure to pay compensation when due and violation of a California
Labor  Code  Section.  In October 2000, the Company filed a response denying the
allegations.  In  February  2002,  the  parties  entered  into  a  memorandum of
agreement to settle the lawsuit whereby the Company will pay the former employee
a  total  of $27,000 in four installments during the first 90 days following the
execution  of the more formal settlement document. After the payment of the last
$6,750  of  the $27,000, the Company will then make fourteen consecutive monthly
payments  of  $3,425.

                                        F-27
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001


12.     COMMITMENTS  AND  CONTINGENCIES,  CONTINUED
        -------------------------------------------
     Settlement  of  Litigation,  Continued

The  Company will also issue 88,500 restricted shares of its common stock to the
former  employee.  If  the  value  of  these  shares in one year is not equal to
$88,500,  such additional shares will be issued or shares will be returned as is
necessary  until the then value of the shares equal this amount. In summary, the
Company recognized a litigation settlement expense of $183,540 in the year ended
December  31,  2001  including  $20,090  related to the fair value of the shares
provided  for  the Company's benefit by the former officer (president) mentioned
in  this  note.  As  of this report date, the formal settlement document has not
been  signed.

     Amendment  to  Settlement  with  Customer

In  June  2001,  the Company settled a claim with a customer wherein the Company
agreed  to  pay certain amounts followed by periodic payments over approximately
two  years.  Since then, the Company has been unable to make the agreed payments
as  scheduled, and at December 31, 2001, the Company owed the customer $350,000.
As  a  result,  in April 2002, the Company and the customer agreed to modify the
payment  terms  of  the original agreement to provide for an interest charge and
the  issuance  of  default  warrants  if  the  Company  fails to make any of the
required  monthly payments. The modification requires the Company to pay $50,000
on  May  1,  2002, and the $12,500 per month starting May 1, 2002 until $300,000
has  been  paid. Each warrant will not reduce the amount owed by the Company and
expires  two  years  after  the  date  of  issuance.  These default warrants are
exercisable  at  75%  of the average closing share price of the Company's common
stock  10  days prior to the due date of the monthly payment in respect to which
the  Company  is  in  default.  In  addition,  the Company agreed to replace the
stipulated  judgment  documentation  with such other substitute documentation to
permit  the  customer  to seek and obtain from the court a judgment for $517,500
less  any  payments  made  by  the  Company.

13.     LEGAL  EXPENSE
        --------------
The  Company  experienced  legal expense for the each of two years in the period
ended  December  31,  2001  as  follows:

                                                         2001               2000
                                                         ----               ----
General  and  corporate  securities  matters      $     186,307     $     97,236
Settlement  related                                      95,387          163,091
                                                         ------          -------
TOTAL  LEGAL  EXPENSE                             $     281,694    $     260,327
                                                  =     =======    =     =======

                                        F-28
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

14.     STOCK  COMPENSATION  PLAN
        -------------------------
The Company currently has a formal stock compensation plan that provides for the
granting  of  options  to  employees  and  consultants.

     Employees

The following summarizes information about stock options granted and outstanding
at  December  31,  2001  and  2000,  and  changes  during  the years then ended:

                                                                   Weighted
                                                                    Average
                                                                    Exercise
                                          Options                    Price
                                          -------                    -----
OUTSTANDING  AT  DECEMBER  31,  1999       254,000              $     0.82
Granted                                     82,500                    0.25
Exercised                                        -                       -
Cancelled                                        -                       -
Expired                                   (100,000)                   0.50
                                          ---------                   ----
OUTSTANDING  AT  DECEMBER  31,  2000       236,000                    0.74
Granted                                          -                       -
Exercised                                        -                       -
Cancelled                                        -                       -
Expired                                          -                       -
                                      --------------          ------------
OUTSTANDING  AT  DECEMBER  31,  20          236,000            $      0.74
                                         ==========            =     =====
The  236,000  options  outstanding  at December 31, 2001, have an exercise price
range  of  $0.25  to  $1.00  and  a weighted average remaining life is two and a
one-half  (2  )  years.  At December 31, 2001 and 2000, 236,000 shares of common
stock,  respectively,  were  reserved  for  exercise  of  outstanding  options.

     Nonemployees

The  Company  accounts for stock-based compensation awards to nonemployees based
upon  fair  values  at  the  grant  dates  in  accordance with SFAS No. 123. The
consideration  received  for the granting of stock purchase warrants is based on
the  fair  value  of the goods or services received or the value of the warrants
issued,  whichever is more reliably measurable. The Black Scholes Option Pricing
Model  is used to determine the fair value of the warrants when the value of the
services  is  based  on  the value of the warrants issued. The fair value of the
warrants  is  amortized  over  the  periods  the  Company  receives the goods or
services.

                                        F-29
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

14.     STOCK  COMPENSATION  PLAN,  CONTINUED
        -------------------------------------
     Nonemployees,  Continued

The  following summarizes information about warrants granted to nonemployees and
outstanding  at December 31, 2001 and 2000 and the changes during the years then
ended.
                                                                        Weighted
                                                                         Average
                                                                        Exercise
                                                    Warrants               Price
                                                    --------               -----
BALANCE  AT  DECEMBER  31,  1999                     371,500          $     0.79
Granted                                                    -                   -
Exercised                                                  -                   -
Cancelled                                                  -                   -
Expired                                              (100,000)            (0.50)
                                                    ---------             ------
BALANCE  AT  DECEMBER  31,  2000                      271,500               0.90
Granted                                                     -                  -
Exercised                                                   -                  -
Cancelled                                                   -                  -
Expired                                               (30,000)            (1.70)
                                                      --------            ------
BALANCE  AT  DECEMBER  31,  2001                       241,500       $      0.80
                                                       =======       =     =====

Summary  information about the 271,500 warrants outstanding at December 31, 2001
follows:
                                               Warrants                Weighted
                                              Outstanding               Average
     Range  of  Exercise  Prices      December  31,  2001      Contractual  Life
     ---------------------------      -------------------      -----------------
     $0.30  to  $0.60                          150,000            2.9  years
     $0.75  to  $1.50                          106,500            2.0  years
     $2.00                                      15,000            1.0  years
                                             ---------            ----------
                                               271,500            2.4  years
                                               =======            ==========

15.     DISCLOSURES  ABOUT  FAIR  VALUES  OF  FINANCIAL  INSTRUMENTS
        ------------------------------------------------------------
The  estimated  fair value amounts of all financial instruments on the Company's
December 31, 2001 and 2000 balance sheet have been determined by using available
market  information  and  appropriate  valuation  methodologies.  Fair  value is
described  as the amount at which the instrument could be exchanged in a current
transaction  between  informed  willing  parties,  other  than  in  a  forced
liquidation.  However,  considerable  judgment  is  necessarily  required  in
interpreting  market  data  to  develop  the  estimates  of  fair  value.

                                        F-30
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001


15.     DISCLOSURES  ABOUT  FAIR  VALUES  OF  FINANCIAL  INSTRUMENTS,  CONTINUED
        ------------------------------------------------------------------------
Accordingly,  the  estimates  presented herein are not necessarily indicative of
the amounts that the Company could realize in a current market exchange. The use
of  different  market  assumptions  and/or  estimation  methodologies may have a
material  effect  on the estimated fair value amounts. The Company does not have
any  off  balance  sheet  financial  instruments.

The  Company  in  estimating fair value disclosures for the financial statements
used  the  following  methods  and  assumptions:

          Current

          Cash  and equivalents, accounts receivable, inventories, other current
          assets,  lines  of  credit,  accounts  payable,  accrued  expenses and
          certain  other current liability amounts approximate fair value due to
          the  short  term  maturities  of  these  instruments.

          Noncurrent

          The fair value of noncurrent notes payable is estimated by determining
          the  net  present value of future payments. The carrying amount on the
          balance  sheet  approximates  the  fair  value  or  the interest rates
          approximate  current  market  rates.

16.     LOSS  PER  COMMON  SHARE
        ------------------------
The  computation  of basic and diluted loss per common share for the years ended
December  31,  2001  and  2000  is  as  follows:
                                                       2001             2000
                                                       ----             ----
Net  loss  available  to  common  shareholders:
     Net  loss  before  extraordinary               (1,473,761)    $(1,154,082)
     Extraordinary  gain                                 68,104          46,334
                                                         ------          ------
     Net  loss  available  to
     common  shareholders
             (numerator)                   $     (1,405,657)  $     (1,108,548)
                                           =     ===========  =     ===========

Weighted-average  shares  outstanding
basic  and  diluted  (denominator)                12,995,088          9,576,079
                                                  ==========          =========

Basic  and  diluted  loss  per  common  share:
     Net  loss  before  extraordinary  gain       $     (0.12)     $     (0.12)
     Extraordinary  gain                                 0.01             0.01
                                                         ----             ----
BASIC  AND  DILUTED  LOSS  PER  COMMON  SHARE     $     (0.11)     $     (0.11)
                                                  =     ======     =     ======


                                        F-31
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

16.     LOSS  PER  COMMON  SHARE,  CONTINUED
        ------------------------------------
The  effect of the potentially dilutive securities listed below was not included
in  the  computation of diluted loss per share, because to do so would have been
anti-dilutive  for  the  periods  presented.
                                                           2001             2000
                                                           ----             ----
Shares  of  common  stock  issuable  under:

     Employee  stock  options                           236,000          236,000
     Stock  purchase  warrants                          783,500        1,120,294
17.     OUTSTANDING  WARRANTS
        ---------------------
At  December 31, 2001 and 2000, the Company had outstanding warrants to purchase
783,500  and  1,120,294  shares  of the Company's common stock, respectively, at
exercise  prices  ranging  from  $0.30  to  $1.50  and $0.20 to $2.00 per share,
respectively. The warrants expire at various dates through 2003. At December 31,
2001,  all  the  warrants  are  exercisable.

At  December  31,  2001  and 2000, 783,500 and 1,120,294 shares of common stock,
respectively,  were  reserved  for  exercise  of  outstanding  warrants.

18.     COMMON  STOCK  TRANSACTIONS
        ---------------------------
     Shares  Issued  in  Private  Placement

In  2001,  the  Company  issued  129,613 shares of its common stock at $0.20 per
share  amounting  to  $25,922.

     Shares  Issued  on  the  Exercise  of  Warrants

In  2001,  the Company issued 1,025,244 shares of its common stock upon exercise
of  warrants with an exercise price of $0.20 per share. Of the proceeds, $33,300
was  in  the  form  of  receivables,  which  are  reflected  as  a  reduction of
shareholders'  equity.

     Shares  Issued  on  Conversion  of  Debentures

In  2000, the Company issued 3,195,177 shares of common stock upon conversion of
debentures  amounting  to  $798,793.  Of  the  proceeds from the issuance of the
debentures, $85,505 was in the form of receivables, which upon the conversion of
the  debentures,  are  reflected  as a reduction of shareholders' equity. Of the
$85,505  of  common  stock  receivables,  $60,000  is due from an officer of the
Company.


                                        F-32
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001



18.     COMMON  STOCK  TRANSACTIONS,  CONTINUED
        ---------------------------------------
     Shares  Issued  for  Services

In  2000,  the  Company  issued  100,000  shares of common stock for $25,000 for
financial  consulting  services  based on the fair value of the Company's common
stock  on  the  date  of  issuance.

In  2000, a former marketing consultant for the Company claimed $50,000 was owed
for  services.  The Company disputed the claim, but later agreed to issue 32,511
shares  of  common  stock  in  full  satisfaction  of the $50,000 claim for such
services  to  avoid  litigation.  The number of the shares issued was determined
using  the  average  fair  value of the common stock for the period the disputed
services  claimed  to  have  been  provided.  Months later, the former marketing
consultant  sold the 32,511 shares to the Company for a cash payment of $12,000,
and  the  shares  were  then  canceled.

     Shares  and  Warrants  Issued  in  Settlement  of  Litigation

In 2001, the Company issued shares as part of a settlement of an account payable
- related party (Note 7) whereby 300,000 shares were issued at the fair value as
of  the  date  of  the  settlement  agreement. These shares are being held by an
attorney  in  escrow  for  distributions  in  accordance  with  the terms of the
settlement  agreement. The transaction resulted in the recognition of $99,000 of
prepaid  interest  by the Company. Effective January 1, 2002, 75,000 shares were
released  from  escrow  in  accordance  with  the  terms  of  the  agreement.

In  2001, the Company, as part of the same settlement issued 1,515,000 shares at
par value, which are being held by an attorney in escrow as part of a collateral
agreement. The transaction resulted in a reduction of additional paid-in capital
of  $15,150.

In  2001, the Company issued warrants to purchase 656,000 shares of common stock
to  the  related  party  who  is  the  sole  owner of the entity involved in the
settlement  (Note  7).  The  issuance  of  the warrants resulted in a settlement
expense  of  $157,440  based on the value calculated by the Black Scholes Option
Pricing  Model  as  of  the  date  of  the  agreement.

     Warrants  Issued  with  Debentures

In  2000,  the  Company  issued  warrants to purchase 3,993,965 shares of common
stock  at  $0.20  per  share  in  conjunction  with  the issuance of convertible
debentures.  The  proceeds  from  the  sale of the debenture units was allocated
between  the  debt and warrants based on their relative fair values resulting in
the  Company  recognizing  an  interest  expense  of  $113,172  in  2000.
In  1999,  the  Company  entered  into  a transaction with an individual to sell
300,000  shares  of  its restricted common stock for $150,000 in connection with
its  1999  private placement. Subsequently, disputes arose over the transaction.
In  an  effort  to  avoid  litigation  the

                                        F-33
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001


18.     COMMON  STOCK  TRANSACTIONS,  CONTINUED
        ---------------------------------------
     Warrants  Issued  with  Debentures,  Continued

Company  agreed  to  increase  the  number of shares acquired to 428,571 for the
consideration  previously  paid.  However,  in  September  1999,  the individual
brought  suit against the Company. The individual claimed that the shares issued
were  not  according  to  the  agreement.  In  2000,  the Company entered into a
settlement agreement with the individual. In this connection, the Company agreed
to  pay  the  individual  $105,000  and  the  individual agreed to return 11,904
previously issued shares to the Company for cancellation. The Company recognized
a  settlement  expense  of  $105,000  in  2000.

     Beneficial  Conversion  Feature  Related  to  Debenture

In  2000, the Company's issuance of convertible debentures included a beneficial
conversion  feature with an intrinsic values totaling $205,647. The value of the
beneficial  conversion  feature  resulted in the recognition of a debt discount.

19.     ACQUISITION  OF  SPECTRUM  ANALYTICS,  INC.
        -------------------------------------------
On  March  5,  2002,  the  Company  acquired  the other 50% interest of Spectrum
Analytics,  Inc. owned by Drs. Rojas and Moretti. The Company gave 50,000 shares
of  its  common stock with an estimated fair market value of $21,500 and forgave
$57,940  due  from  an  entity  owned  by Dr. Moretti through which she held her
ownership  of  Spectrum.  As a result, Spectrum is a wholly owned subsidiary and
the transaction will be recorded at the value of the shares given and the amount
forgiven.  Allocation  of  the  purchase  price  has  not  yet  been determined.

20.     REGULATORY  MATTERS
        -------------------
In February 2001, the FDA filed an administrative civil penalties action against
the  Company  and certain of its current and former officers (the "individuals")
that  sought  penalties in the amount of $1,000,000 from the Company and a total
of $2,290,000 from the individuals. In April 2002, the Company, the individuals,
and  the FDA agreed to enter into a settlement agreement (the "settlement") that
resolves  all  FDA claims concerning the introduction of the Company's drug test
products  into interstate commerce during the period from July 1999 through June
2000.  The  settlement  document  has  not  been  signed, as of the date of this
report,  by  any  of  the involved parties. The proposed settlement resolves all
known FDA actions currently pending against the Company. The settlement document
provides  that  none  of  its  provisions  shall be construed as an admission of
liability  by  the  Company  and  the  individuals.

The proposed settlement will require the Company to pay a total of $150,000 with
$50,000  due  within  45  days of the filing of the settlement with the FDA. The
Company  must make two additional payments of $50,000. The first of the payments
is  due  no  later  than  one  year

                                        F-34
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001


20.     REGULATORY  MATTERS,  CONTINUED
        -------------------------------
after  the  filing  of  the settlement, and the second $50,000 payment is due no
later  than  two  years  after  the  filing  of the settlement. In addition, the
individual  who  is a former officer of the Company must pay a total of $100,000
with  $20,000  due  within two years and the additional $80,000 due within three
years  from  the  filing of the settlement. Interest shall accrue and be paid on
all settlement amounts, except for the initial payment made by the Company, from
the  settlement  filing  date.  The  interest  rate  will be equal to the weekly
average  one-year  constant  maturity treasury yield for the first calendar week
preceding  the date of the filing of the settlement. The settlement document has
not  been  filed  as  of  the  report  date, and the applicable interest rate is
currently  at  2.61%  per  annum.

The  proposed  settlement  provides  for  the  Company  to guarantee the payment
obligation  of  the  former  officer.  Accordingly, the Company has recorded its
obligation  along  with  the former officer's payment obligation as a liability.
The  Company  has  not  recorded  an amount due from the same individual, as the
former  officer's  future  payments  are contingent. If the individual makes any
future payments on the FDA liability or repays the Company for payments it makes
on  his  behalf,  the  Company  will  recognize  income  at  that  time.

If  the Company or the individual who have payment liabilities fails to make the
necessary  payments  as  described  in the settlement, the interest rate doubles
effective  as of the settlement default date. Upon receipt of all payments under
the settlement, the FDA will dismiss the administrative complaint. The other two
individuals  involved  in  the February 2001 FDA administrative penalties action
are  not  obligated  to  make  any  payments  under  the  settlement.

21.     RESTATEMENT  OF  INTERIM  FINANCIAL  STATEMENTS
        -----------------------------------------------
In  the  unaudited balance sheet and related unaudited statements of operations,
shareholders'  equity and cash flows of the Company as of September 30, 2001 and
for  the  nine-month period then ended, the Company had consolidated the results
of  operations  of  Spectrum.  This  error  was  corrected  when  the  financial
statements  as  of  September  30, 2001 and for the nine month period then ended
were restated. The Company revised its financial statements and reported its 50%
interest  in  Spectrum under the equity method of accounting. The effects of the
correction  of  the  error resulting in the restatement of the unaudited interim
period  financial  statements  are  as  follows:

                                                    As  Issued      As  Restated
                                                    ----------      ------------
Income  before  extraordinary  items             $     282,036     $     245,822
                                                 =     =======     =     =======
Net  income                                      $     327,517     $     291,303
                                                 =     =======     =     =======
Earnings  (loss)  per  share                        $     0.03     $     0.02
                                                    =     ====     =     ====


                                        F-35
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001


22.     UNAUDITED  QUARTERLY  FINANCIAL  DATA
        -------------------------------------
The  following  is  a reconciliation of the nine months ended September 30, 2001
results  of  operations,  which  were  impacted  by  the  effect  of  year-end
adjustments:
                         Original
                     As  Reported  In     As  Restated  In
                      Form  10SB/A-1       Form  10SB/A-2      As  Adjusted
                      --------------       --------------      ------------

Net  revenues         $  2,624,729        $  2,624,729 (2)     $  2,527,205
                      =  =========        =  =========            =========
Costs and expenses    $  2,297,212 (1)    $  2,333,426 (3)     $  2,580,132
                      =  =========        =  =========           ==========

Net  income  (loss)   $  327,517          $    291,303         $   (52,927)
                      =  =======          =    =======            =========
Net income (loss)
per share - basic
and diluted           $     0.03          $       0.02         $      0.00
                      =     ====          =       ====         =      ====

The  following is a reconciliation of the six months ended June 30, 2001 results
of  operations,  which  were  impacted  by  the  effect of year-end adjustments:
                                               Original
                                          As  Reported  In
                                              Form  10SB           As  Adjusted
                                              ----------           ------------

Revenues                                 $     2,005,549 (2)    $     1,992,113
                                         =     =========        =     =========
Costs and expenses                       $     1,783,302 (3)    $     1,978,507
                                         =     =========        =     =========
 Net income (loss)                       $       222,247        $        13,606
                                         =       =======        =        ======
Net income (loss) per
share - basic and diluted                $           0.02       $          0.00
                                         =             ==       =          ====


(1)  The costs and expenses increased as a result of a restatement requiring the
deconsolidation  of  Spectrum  and  the  recognition  of  funds  advanced on the
investment  in  Spectrum  that  were  not  recoverable.

(2)  Net  sales  decreased due to adjustments relating to discounts, credits and
allowances

     Net  sales  decreased due to adjustments in the three months ended December
31,  2001  because  of  discounts,  credits and allowances on sales of $136,776.

                                        F-36
<PAGE>

                          WORLDWIDE MEDICAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    AS OF DECEMBER 31, 2001 AND 2000 AND FOR
           EACH OF THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2001

22.     UNAUDITED  QUARTERLY  FINANCIAL  DATA,  CONTINUED
        -------------------------------------------------

 (3)     Adjustments  to  the  following  costs  and expenses increased as shown
below  for  the  described  periods:

                         Three  Month         Nine  Month           Six  Month
                        Period  Ended        Period  Ended        Period  Ended
                      December  31,  2001  September  30,  2001  June  30,  2001
                      -------------------  --------------------  ---------------

Increase in cost
of  sales              $      45,316        $     43,072          $    $28,714
                       =      ======        =     ======          =    =======
Increase in
selling,
general, and
administrative
costs                  $     83,930$        $    108,165          $    103,705
                       =     =======        =    =======          =     ======
Increase in
settlement
costs                  $     493,450        $    3,571            $     3,571$
                       =     =======        =     =====           =     ======
Increase in
interest
expense                $     51,401        $     9,107            $      4,021
                       =     ======        =     =====            =     ======
Increase in
the loss in
Spectrum               $     27,597        $    82,791            $     55,194
                       =     ======        =   =======            =     ======

                                        F-37
<PAGE>



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

     There  have  been  no  events  or  conditions requiring reporting under the
requirements  of  this  item.

                                    PART III

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

MANAGEMENT

EXECUTIVE  OFFICERS  AND  DIRECTORS

Our  executive  officers  and  directors  are:

                                       39
<PAGE>

<TABLE>
<CAPTION>



<S>                   <C>  <C>

Name . . . . . . . .  Age  Office
--------------------  ---  --------------------------------------------------------------------------

Daniel G. McGuire. .   48  President, Chief Executive Officer, and Chairman of the Board of Directors
Francisco J. Rojas .   53  Chief Scientific Officer and Director
Jeffrey C. Burke . .   45  Chief Financial Officer
Jemo Kang. . . . . .   60  Director
James G. Barrons . .   62  Director
G. Wendell Birkhofer   70  Director
David M. Jeranko . .   42  Director
Jeffrey H. Nicholas.   48  Director
</TABLE>



     Daniel  G.  McGuire  joined  us  as a director in October of 2000 and as an
officer  since  April  of 2000 when he was elected to serve as our President and
Chief Executive Officer.  Mr. McGuire continues to serve in this capacity at the
present  time.  Mr.  McGuire  was  the  president  of Worldwide Sales Management
Corporation  ("Worldwide  Sales"), an entity that provided sales, marketing, and
financial  consulting  services  to  consumer  package  goods  manufacturers
specializing  in  the retail drug, mass and supermarket channels of distribution
from  1977  through  2000.  See  Item  12.  Certain  Relationships  and  Related
Transactions  for  information  about  our  relationship  with  Worldwide Sales.

     Francisco  J. Rojas, Ph.D., joined us in January of 1997 as our Director of
Research for Reproductive Endocrinology & Immunology and currently serves as our
Chief  Scientific Officer.  He also has served as one of our directors since May
of 2001.  Dr. Rojas received his Ph.D. in Endocrinology in 1997 from the Medical
College  of  Georgia.  He  completed his postgraduate work in Cell and Molecular
Biology  in  Georgia, and his work in cell Biology at Baylor College of Medicine
in  Houston,  Texas.  Dr.  Rojas received a Doctoral Degree in Biochemistry from
the  University of Chile, Santiago, Chile.  Dr. Rojas was an Associate Professor
and  Director of Laboratory of Reproductive Endocrinology and Infertility at the
Department  of Obstetrics and Gynecology, University of California, Irvine, from
1986 to 1996.  From inception in January of 2001 through its purchase by us, Dr.
Rojas  owned  25  percent  of  Spectrum.  See Item 12. Certain Relationships and
Related  Transactions  --  Spectrum  Analytics,  Inc.  /  Francisco Rojas, Ph.D.

     Jeffrey  C.  Burke, CPA, joined us joined us as our Chief Financial Officer
in October of 2000.  During the two years prior to his joining us on a full-time
basis,  he  was  an independent financial consultant a variety of other entities
and  to  us.  Between  June of 1994 and October of 1998, Mr. Burke was the Chief
Financial  Officer  of  Tasman  Roofing  Company  in  Corona,  California,  a
manufacturing  and  distributing  company.

     Jemo  Kang,  Ph.D.,  joined us as a director upon our formation in 1996 and
served  as  co-chair  of  our  board  of  directors between November of 2000 and
November  of  2001.  For  more  than  the past five years, Dr. Kang has been the
President  and  Chief  Executive  Officer  of  PBM,  a  privately  held  biotech
manufacturer  of  diagnostic  devices  located  in  Princeton,  New Jersey, that
develops,  manufactures,  and  distributes  rapid,  point  of  care  diagnostic
products, including products similar to those sold by the Company.  See Item 12.
Certain  Relationships  and  Related  Transactions  --  Princeton  BioMeditech
Corporation  /  Jemo  Kang.  Dr.  Kang  also  serves  as  a director of Spectral
Diagnostics,  Inc.  ("SDI"),  an  Ontario,  Canada, corporation whose shares are
traded  on  the  Toronto  Stock  Exchange.  SDI develops and sells membranes and
reagents for the detection of biochemical markers that are indicative of disease
and  manufactures  its  "Cardiac  STATus"  tests.

                                       40
<PAGE>


     James G. Barrons joined us as a director in February of 2000, and currently
serves  as  a  director.  Mr.  Barrons  retired  from his position as Manager of
Information  Technology  Business  Operations  for Radar Systems Group at Hughes
Electronics  in  June  of  1996.  Most  recently, in August of 2000, Mr. Barrons
formed  Cyber  Marketing  Concepts,  Inc.  ("Cyber  Marketing"),  a company that
markets  and  distributes  our  products via the Internet.  See Item 12. Certain
Relationships and Related Transactions -- Cyber Marketing Concepts, Inc. / James
G.  Barrons.

     G.  Wendell  Birkhofer  joined  us  as  a director in October of 2001.  Mr.
Birkhofer  is  an  Investment Banking/Venture Capital Consultant.  For more than
the  preceding  five  years,  Mr.  Birkhofer  has been a consultant to New World
Capital Markets, Inc. ("New World"), an investment banking boutique with offices
in  Santa Barbara, California, and affiliated offices located in Washington D.C.
and  Zurich,  Switzerland.  Between  January  of  2000 and Januray 24, 2001, Mr.
Birkhofer  was  a  consultant  to  Citadel, a venture capital investment company
located  in  Pasadena,  California.  See  Item  12.  Certain  Relationships  and
Related  Transactions  --  Citadel  Capital  Management  Corporation;  New World
Capital  Markets,  Inc.  /  G.  Wendell  Birkhofer.

     David  M. Jeranko joined us as a director in April of 2000 and continues to
serve  in  that  capacity.  For  more  than the past five years, Mr. Jeranko has
owned  and  operated  Alante Insurance Agency, a property and casualty insurance
agency  in  Mission  Viejo,  California.

     Jeffrey  H.  Nicholas, Esq., joined us as a director in October of 2000 and
continues  to  serve  in that capacity.  Mr. Nicholas is a business law attorney
and  a  partner  in  the  Philadelphia  law  firm  of Fox, Rothschild, O'Brien &
Frankel,  LLP.  In  the  course  of  his  practice,  Mr.  Nicholas  and his firm
routinely  represent  PBM and Dr. Kang.  See Item 12.  Certain Relationships and
Related  Transactions  --  Princeton  BioMeditech  Corporation / Jemo Kang.  Mr.
Nicholas  also  serves  as a director of Met-Pro Corporation ("MPR"), a Delaware
corporation  whose  securities  are  traded on the New York Stock Exchange.  MPR
specializes  in product recovery/pollution control equipment for purification of
air  and  liquid  corrosive,  abrasive,  and  high  temperature  liquids.

     Each  of  our directors has been elected to serve until the next meeting of
stockholders.  Except  as  described  below,  there  are  no  arrangements  or
understandings  between  any director and any other person pursuant to which any
person  was  elected  or  nominated  as  a  director.  Following our 2001 Annual
Meeting  of  Stockholders  and  in  connection  with  the  agreements  that  we
memorialized with PBM on May 9, 2001 (the "PBM Agreements"), the Company and its
current  directors  reached  the  following  understandings  with respect to the
service  of  certain  of  our  directors:

-    For  so  long  as the Company remains indebted to PBM under its Convertible
     Secured  Promissory  Note  dated  as  of  January  1,  2001,  and except as
     otherwise  required  by  the bylaws, our board of directors will not call a
     special  or  annual meeting of our stockholders for the purpose of electing
     or replacing directors if the purpose of such meeting would be inconsistent
     with  the  terms  of  the  understandings;


-    For  so long as the Company owes at least $350 thousand to PBM, neither our
     board  of  directors  nor our management will take any action to remove Mr.
     Nicholas  as  a  director;

                                       41
<PAGE>


-    Once  our  financial obligations to PBM have been reduced to less than $350
     thousand,  Mr.  Nicholas  has  agreed  to  resign  as one of our directors;

-    Until  our  financial  obligations to PBM have been fully satisfied, and if
     our  board  of directors nominates a slate for election of directors at any
     annual  or  special  meeting  of  stockholders,  our board of directors has
     indicated  that  it  will  continue  to  nominate Dr. Kang or an individual
     nominated  by  him,  with the exception of Mr. Nicholas, for re-election as
     one  of  our  directors;

-    Until  our  financial  obligations to PBM have been fully satisfied, and if
     our  board  of directors nominates a slate for election of directors at any
     annual  or  special  meeting of stockholders, and if our board of directors
     solicits  proxies  from  our  stockholders:

     a.  the  named  proxy  holders  shall  be  the  entire  board of directors;
     b.  each  of  our directors has agreed to vote his shares for the nominated
         slate;  and
     c.  none  of  our  directors  shall  solicit  any  other  proxies.

-    Until  our  financial obligations to PBM have been fully satisfied, each of
     our directors has agreed not to solicit consents to elect or replace any of
     our  directors, unless each of our directors agrees with such solicitation.

     Except  as  described below, our executive officers serve at the discretion
of  the  Board  of  Directors.  Article  III,  Section  8  of our Amended Bylaws
provides  that,  for  so  long as we are indebted to PBM and if at such time Dr.
Kang  is  one of our Directors, he shall have the right to veto decisions by our
other  Directors  with  respect  to  the  selection,  retention,  and  terms and
conditions  of  employment  of  our  Chief  Executive  Officer, President, Chief
Operating  Officer,  and  Chief  Financial  Officer.  In connection with the PBM
Agreements,  Dr.  Kang  agreed not to exercise his veto right from and after the
date  on  which  the  outstanding  principal  of  the  PBM  Note  did not exceed
$531,513.37.  As of the date of this Annual Report, the outstanding principal is
approximately  $476  thousand.  However,  until  we  have  reduced the principal
amount  of  the  PBM  Note to less than $256,513.37, Dr. Kang maintains his veto
rights  if we are in default on our payment obligations under the PBM Note.  See
Item  12.  Certain  Relationships  and  Related  Transactions  --  Princeton
BioMeditech  Corporation  /  Jemo  Kang.

     Mr.  McGuire  acts as our president and chief executive officer pursuant to
an  employment  agreement, the material terms of which are described in Item 10.
Executive  Compensation.

ITEM  10.     EXECUTIVE  COMPENSATION

     On April 4, 2000, Daniel G. McGuire became the President of the Company and
entered into an Employment Agreement with us.  We pay Mr. McGuire an annual base
salary  of  $125 thousand and a monthly car allowance of $600.  In addition, Mr.
McGuire  is  entitled  to  an  annual  bonus,  calculated as a percentage of our
pre-tax net income.  The pro-rated bonus amount for the year ending December 31,
2000,  totaled  $20  thousand.  The initial term of the Employment Agreement was
for  six  months, with an additional, automatic extension of six months that was

                                       42
<PAGE>

exercised.  Thereafter,  the  Employment  Agreement  continues  in  effect until
terminated  by  either  party.

     The  Employment  Agreement  contains two concurrent termination provisions;
the  "reducing  termination  entitlements"  and  the  "standard  termination
entitlements."  As  of  October  4, 2001, Mr. McGuire was entitled to a reducing
termination entitlement in an amount equivalent to six month's base salary.  For
each  month  thereafter  that  Mr.  McGuire remains employed by us, the reducing
termination  entitlement  is reduced by one month, such that, effective April 4,
2002, the reducing termination entitlements was eliminated.  We are obligated to
pay  to  Mr. McGuire a standard termination entitlement, or an amount equivalent
to  one year's base salary and any vacation or bonus accrued to the date of such
termination, in the event that we terminate him without cause or that he resigns
for  good  reason  after  a  change  of  control of the Company.  The Employment
Agreement  defines  good  reason as (i) our failure to honor any of our material
obligations;  (ii)  a  significant  adverse change in the nature or scope of his
authorities,  powers,  functions, responsibilities, or duties; (iii) a reduction
in  his  base  salary,  or  the  termination or a reduction of his rights to any
continuing  employee  benefit;  or  (iv)  certain  travel-related  issues.

<TABLE>
<CAPTION>

                                         Annual Compensation                  Long-Term Compensation

                                                                    Awards        Payouts
<S>                <C>     <C>           <C>             <C>         <C>            <C>       <C>         <C>

Name and. . . . .                                        Other     Restricted    Securities
Principal . . . .                                       Annual       Stock       Underlying      LTIP        All Other
Position. . . . .  Year   Salary          Bonus    Compensation    Award(s)    Options/SARs   Payouts   Compensation (4)
                              ($)            ($)             ($)         ($)             (#)       ($)

Daniel G. McGuire  2001  $ 125,000                      $ 7,200(1)                   35,000(2)
                   2000  $ 93,750 (3)  $ 20,000         $ 7,200(1)

H. Thad Morris. .  2000  $ 17,717 (4)         0               0           0                0         0                 0
</TABLE>



(1)       In  our  2001 and 2000  fiscal years,  Mr McGuire  received a  monthly
     automobile allowance for $600.

(2)       In May 2001, Mr. McGuire was granted options to purchase 25,000 shares
     of the Company's common stock at $0.25 per share vesting over 36 months. In
     October  2001,  Mr.  McGuire  was  granted options to purchase up to 10,000
     shares,  at  an  exercise  price  of  $0.35,  expiring on October 30, 2006.

(3)       Mr.  McGuire's  annualized  base  compensation  for the Company's 2000
     fiscal  year was $125 thousand. He became the Company's President and Chief
     Executive  Officer  on  April  4,  2000.

(4)     Mr.  Morris  resigned  as  of  April  4,  2000.

DIRECTOR  COMPENSATION

                                       43
<PAGE>


     Each  director  receives an annual fee of $10 thousand, plus a $500 fee per
board  meeting  and  options  to  purchase 10,000 shares of the Company's common
stock.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
MANAGEMENT  AND  RELATED  STOCKHOLDER  MATTERS

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers,  directors  and  persons  who beneficially own more than 10
percent of the Company's stock, to file initial reports of ownership and reports
of  changes in ownership with the Securities and Exchange Commission.  Executive
officers,  directors  and greater than 10 percent beneficial owners are required
by  applicable  regulations  to  furnish  the Company with copies of all Section
16(a)  forms  they file.  Based solely upon a review of the copies of such forms
furnished  to  the  Company and information involving securities transactions of
which  the  Company  is  aware, the Company believes that during our 2001 fiscal
year,  all  Section  16(a)  filing  requirements  applicable  to  its  executive
officers,  directors  and  greater  than 10 percent beneficial stockholders were
complied  with.

     Except  as  otherwise indicated by footnote, the following table sets forth
certain  information regarding the beneficial ownership of Common Stock at April
3,  2001,  by  (i)  each  person,  including any "group" as that term is used in
Section  13(d)(3) of the Securities Exchange Act of 1934, known by management to
own  beneficially more than 5 percent of our outstanding Common Stock, (ii) each
of  our  directors, and (iii) all of our executive officers and directors of the
Company  as  a  group.
<TABLE>
<CAPTION>



<S>                                    <C>               <C>

Name and Address (1). . . . . . . . .  Number of Shares  Percentage of Class
-------------------------------------  ----------------  --------------------

Daniel G. McGuire (2) . . . . . . . .           389,929                  2.5%
Francisco Rojas (3) . . . . . . . . .           310,160                  2.0%
Jemo Kang (4) . . . . . . . . . . . .         3,728,514                 22.0%
James G. Barrons (5). . . . . . . . .           307,500                  2.0%
G. Wendell Birkhofer (6). . . . . . .           110,000                    *
David M. Jeranko (7). . . . . . . . .           265,041                  1.7%
Jeffrey H. Nicholas (8) . . . . . . .            10,000                    *
Princeton BioMeditech Corporation (9)         3,728,514                 22.0%
Citadel Capital Management Group (10)           950,000                  6.3%
All directors and executive officers
as a group (8 persons) (11) . . . . .         5,174,269                 30.3%
</TABLE>



(1)     We believe that all persons have full voting and investment power to the
shares.  Under the rules of the Securities and Exchange Commission, a person, or
group  of  persons,  is deemed to be a "beneficial owner" of a security if he or
she,  directly  or  indirectly, has or shares the power to vote or to direct the
voting  of such security.  Accordingly, more than one person may be deemed to be
a  beneficial  owner  of  the  same  security.  A  person is also deemed to be a
beneficial  owner  of  any  security, which that person has the right to acquire
within 60 days, such as warrants, or options to purchase shares of the Company's
common  stock.

                                       44
<PAGE>


(2)     Includes  342,429  shares  beneficially  owned by Mr. McGuire (of which,
12,500  shares  are  issuable  to  Mr.  McGuire in connection with the Company's
private placement of debt and equity securities in March of 2002), plus options,
exercisable  by Mr. McGuire as of, or within 60 days of, the date of this Annual
Report, to purchase up to 25,000 shares at an exercise price of $0.25 per share,
expiring on May 9, 2006, and up to 10,000 shares, at an exercise price of $0.35,
expiring  on  October  30, 2006.  Mr. McGuire's address is c/o Worldwide Medical
Corporation,  13  Spectrum  Pointe  Drive,  Lake  Forest,  California  92630.

(3)     Includes  250,160  shares  beneficially owned by Dr. Rojas, plus options
exercisable  by  Dr.  Rojas as of, or within 60 days of, the date of this Annual
Report, to purchase up to 10,000 shares, at an exercise price of $0.35, expiring
on  October  30, 2006, and 50,000 shares issuable as a result of the sale of Dr.
Rojas' interest in Spectrum Analytics to the Company.  See also Item 12. Certain
Relationships  and  Related  Transactions.  Dr.  Rojas'  address is c/o Spectrum
Analytics,  Inc.,  13  Spectrum  Pointe  Drive,  Lake  Forest, California 92630.

(4)     Includes  266,666  shares  beneficially owned by Dr. Kang and (i) 70,000
shares  owned by two individuals who have agreed to transfer record ownership of
such  shares  to  Dr.  Kang's  designees, (ii) 50,000 shares owned by Dr. Kang's
spouse,  (iii) 1,564,000 shares owned by Dr. Kang's sons, as to which shares Dr.
Kang  disclaims  beneficial  ownership, and (iv) 1,190,848 shares into which the
principal  of  our  promissory  note  to PBM, outstanding as of the date of this
Annual  Report, may be converted See Item 12.  Certain Relationships and Related
Transactions  --  Princeton  BioMeditech  Corporation  /  Jemo Kang, plus 75,000
shares  issued in the name of, and to be delivered to, PBM in the event that any
principal  under  our promissory note to PBM remains unpaid or unconverted as of
January  1, 2002, warrants, exercisable by Dr. Kang as of, or within 60 days of,
the  date  of  this  Annual  Report,  to purchase up to (a) 246,000 shares at an
exercise  price  of  $0.30  per  share,  expiring  on December 31, 2002, and (b)
246,000 shares at an exercise price of $0.40 per share, expiring on December 31,
2003, and options, exercisable by Dr. Kang as of, or within 60 days of, the date
of  this  Annual Report, to purchase up to 10,000 shares at an exercise price of
$0.25  per  share,  expiring  in  April  of 2005, and up to 10,000 shares, at an
exercise  price  of  $0.35, expiring on October 30, 2006.  The shares referenced
herein  do not include 225,000 shares issued in the name of, and deliverable to,
PBM  in  the  event  that any principal under our promissory note to PBM remains
unpaid  or unconverted as of January 1, 2002, and the 1,515,000 shares issued in
the  name  of  PBM  as partial security for our obligations under our promissory
note  to PBM.  Dr. Kang's address is c/o Princeton BioMeditech Corporation, 4242
U.S.  Route  1,  Monmouth  Junction,  New  Jersey  08852-1905.

(5)     Includes 179,500 shares beneficially owned by Mr. Barrons and (i) 82,000
shares  owned by an individual who has provided Mr. Barrons with voting power in
respect  of  such  shares  and (ii) 18,000 shares owned by an individual who has
provided Mr. Barrons with voting and investment power in respect of such shares,
as  to  which  100,000  shares  Mr. Barrons disclaims beneficial ownership, plus
options,  exercisable  by  Mr.  Barrons as of, or within 60 days of, the date of
this  Annual  Report,  to  purchase  up to 18,000 shares at an exercise price of
$0.25 per share, expiring at various dates from April to June of 2005, and up to

                                       45
<PAGE>

10,000 shares, at an exercise price of $0.35, expiring on October 30, 2006.  Mr.
Barrons'  address  is  c/o  Cyber  Marketing  Concepts, Inc., 13 Spectrum Pointe
Drive,  Lake  Forest,  California  92630.

(6)     Includes  100,000 shares owned by New World Capital Markets, Inc. or its
affiliates,  who have provided Mr. Birkhofer voting power for such shares and as
to  which  100,000  shares  Mr.  Birkhofer  disclaims beneficial ownership, plus
options to purchase up to 10,000 shares, at an exercise price of $0.35, expiring
on  October 30, 2006.  Mr. Birkhofer's address is c/o New World Capital Markets,
Inc.,  1206  Coast  Village  Circle,  G,  Santa  Barbara,  California  93108.

(7)     Includes  230,874  shares  beneficially  owned by Mr. Jeranko (of which,
4,167 shares are issuable to Mr. Jerank in connection with the Company's private
placement of debt and equity securities in March of 2002) and 2,000 shares owned
by  Mr.  Jeranko's daughter, as to which shares Mr. Jeranko disclaims beneficial
ownership, plus options, exercisable by Mr. Jeranko as of, or within 60 days of,
the  date  of this Annual Report, to purchase up to 18,000 shares at an exercise
price  of $0.25 per share, expiring at various dates from April to June of 2005,
and  up to 10,000 shares, at an exercise price of $0.35, expiring on October 30,
2006.  Mr. Jeranko's address is c/o Alante Insurance Agency, 23456 Madero, Suite
250,  Mission  Viejo,  California  92691.

(8)     Represents options, exercisable by Mr. Nicholas as of, or within 60 days
of,  the  date  of  this  Annual  Report,  to purchase up to 10,000 shares at an
exercise price of $0.35, expiring on October 30, 2006.  Mr. Nicholas' address is
c/o  Fox  Rothschild  O'Brien  &  Frankel  LLP,  997  Lenox  Drive,  Building 3,
Lawrenceville,  New  Jersey  08648-2311.

(9)     Includes  266,666  shares  beneficially  owned by Dr. Kang, an executive
officer, director, and principal shareholder of PBM, and (i) 70,000 shares owned
by  two  individuals  who have agreed to transfer record ownership to Dr. Kang's
designees, (ii) 50,000 shares owned by Dr. Kang's spouse, (iii) 1,564,000 shares
owned  by  Dr.  Kang's  sons,  as  to which shares Dr. Kang disclaims beneficial
ownership,  and (iv) 1,190,848 shares into which the principal of our promissory
note  to PBM, outstanding as of the date of this Annual Report, may be converted
See  Item  12.  Certain  Relationships  and  Related  Transactions  -- Princeton
BioMeditech  Corporation  / Jemo Kang; plus 75,000 shares issued in the name of,
and to be delivered to, PBM in the event that any principal under our promissory
note  to  PBM  remains  unpaid  or  unconverted as of January 1, 2002, warrants,
exercisable  by  Dr.  Kang  as of, or within 60 days of, the date of this Annual
Report,  to  purchase up to (a) 246,000 shares at an exercise price of $0.30 per
share,  expiring  on  December  31,  2002, and (b) 164,000 shares at an exercise
price  of  $0.40  per  share,  expiring  on  December  31,  2003,  and  options,
exercisable  by  Dr.  Kang  as of, or within 60 days of, the date of this Annual
Report, to purchase up to 10,000 shares at an exercise price of $0.25 per share,
expiring  in  April  of  2005,  and up to 10,000 shares, at an exercise price of
$0.35,  expiring  on  October  30,  2006.  The  shares  referenced herein do not
include  225,000  shares  issued  in the name of, and deliverable to, PBM in the
event  that  any  principal  under  our promissory note to PBM remains unpaid or
unconverted  as  of January 1, 2002, and the 1,515,000 shares issued in the name
of PBM as partial security for our obligations under our promissory note to PBM.
Princeton  BioMeditech  Corporation's  address  is  4242  U.S. Route 1, Monmouth
Junction,  New  Jersey  08852-1905.

                                       46
<PAGE>


(10)     Includes  950,000  shares  beneficially  owned  by  Citadel.  Citadel's
address  is  251  S.  Lake  Avenue,  10th  Floor,  Pasadena,  California  91101.

(11)     Includes  shares  of  Common  Stock and warrants, options referenced in
footnotes  2  through 8, inclusive, above, and 53,125  shares beneficially owned
by  an  executive  officer, who is not one of our directors (of which, 3,125 are
issuable  to  such  executive  officer  in connection with the Company's private
placement  of  debt  and  equity  securities  in  March  of  2002).

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Princeton  BioMeditech  Corporation  /  Jemo  Kang

     Dr.  Jemo Kang, one of our directors, and who, together with members of his
family  constitutes  the  Company's largest block of stockholders, is the owner,
President,  and  Chief  Executive  Officer  of  PBM,  a  privately  held biotech
manufacturer  of  diagnostic  devices  located  in Princeton, New Jersey, rapid,
point  of  care diagnostic products, including products similar to those sold by
the  Company.  PBM  develops, manufactures, and distributes rapid, point of care
diagnostic  products  including  products  similar to those sold by the Company.
Management has been advised by representatives of PBM that its marketing and the
distribution  of  its  products  does  not  compete  with  ours  and  that PBM's
distribution through the channels that we currently use is limited; accordingly,
as  of  the  date  of  this  Annual  Report, the Company and PBM do not consider
themselves  to  be  competitors.  However,  in  the  event that either PBM or we
modify  or  expand  our  distribution channels, we could become competitors with
each  other.

     Prior  to  May  of  1998,  we purchased substantially all of our diagnostic
tests  from  PBM,  under  an  agreement  that  granted  us certain non-exclusive
distribution  rights  to  various diagnostic tests produced by PBM.  During such
time period, PBM advised our then-current management that PBM supplied customers
in  addition  to  us  and that the terms and conditions under which we purchased
product  from  PBM  were  no  less  favorable,  and,  in certain instances, more
favorable,  than  the  terms  and  conditions  under  which  PBM  supplied other
entities.  During  such  time period, we did not pay for all of the product that
we  purchased  from  PBM, such that, by May of 1998, PBM alleged that we owed it
approximately  $656  thousand.  In  connection  with that obligation, as well as
certain  other issues related the belief by our then-current management that PBM
may  have  materially  breached  its  agreements  with  us  and the breakdown in
communicating between ours' management and PBM's, the agreements between the two
companies  were  terminated.

     On  May  8,  2001,  PBM  and  we  executed a series of documents  that were
effective as of January 1, 2001.  The framework of the economic terms of the PBM
Agreements  was  negotiated  for  us  by  Mr.  McGuire  and for PBM by Dr. Kang.
Further  negotiation  of  that  framework  occurred at a meeting of our board of
directors  in October of 2000 through the efforts of Mr. McGuire and our counsel
and  of  Dr. Kang and his and PBM's counsel, Mr. Nicholas.  At that meeting, our
Board  of  Directors,  with  Dr.  Kang abstaining from the vote and periodically

                                       47
<PAGE>

removing himself from the meeting, as appropriate, approved the framework of the
economic terms of the PBM Agreements and then nominated Mr. Nicholas to serve as
one  of  our  directors.  Following our Board's approval of the framework of the
economic  terms,  further  substantial negotiations between our representatives,
primarily  Mr.  McGuire  and  our counsel, and representatives of PBM, primarily
Jeffrey  Nicholas, occurred until the definitive PBM Agreements were drafted and
executed.  Management  believes  that  the  PBM Agreements were negotiated on an
arm's  length  basis and are as fair as to the Company as the Company could have
obtained  from  a  non-affiliated third party, although we did not seek a formal
opinion  from  a  third  party  as  to  this  conclusion.

     At  the  core  of the PBM Agreements is our secured, convertible promissory
note  in  favor of PBM in the initial amount of approximately $632 thousand (the
"PBM  Note"),  as  we  had  previously paid PBM $25 thousand in reduction of our
obligation  to  it.  PBM  and we agreed not to include any cash component in the
PBM  Agreements  in  respect of any interest that might have accrued through the
effective  date  of  the  PBM  Agreements.  Under the PBM Note, our payments are
determined  by the quantity of our test products that we sell on a weekly basis.
The  amount  of  each  of  our  weekly payments is based on an increasing scale,
commencing  at  the  rate of $0.25 per test sold, which rate increases every six
months  until  from  and after July 1, 2003, when the rate is fixed at $1.00 per
test  sold.  As  of  the date of this Annual Report, the per test rate is $0.75.
If  we sell shares of our common stock to any third party while we still owe any
principal  under  the  PBM  Note,  we are obligated to make additional principal
payments  to  PBM,  as  follows:

     -          15%  of the cash proceeds if we sell shares at a per-share price
                of  up  to  $0.75;  and
     -          10%  of the cash proceeds if we sell shares at a per-share price
                in  excess  of  $0.75.

The  $0.75  threshold is subject to adjustment if we declare a stock dividend or
if  we subdivide, combine, or reclassify our common stock.  Since the signing of
the  PBM  Agreements,  through  December 31, 2001, and including the initial $25
thousand  payment,  we have paid PBM approximately $155 thousand of principal on
the PBM Note and no interest.  During our 2001 and 2000 fiscal years, we did not
pay  PBM  any  sums.

     The  PBM  Note  is  secured  by  all of the Company's assets, together with
1,515,000  shares  of  our  common  stock.  We  have  conditionally  issued  a
certificate  representing  these  shares  in  the  name  of PBM.  Our counsel as
collateral  agent  for  the  benefit of PBM holds this certificate.  PBM may not
exercise  its  rights  as  a secured creditor against our assets, other than the
1,515,000  shares  of  common  stock,  except in the event of our bankruptcy, an
assignment  for  the  benefit of our creditors, our liquidation, or in the event
that  we  are  acquired  in certain kinds of merger or asset sales transactions.
PBM  may  exercise its rights as a secured creditor against the 1,515,000 shares
of  our  common  stock  in  those events, as well as in other standard events of
default,  such  as  our  failure  to pay our obligations to PBM or other parties
timely.  PBM  has not provided the Company with any indication that it considers
the  Company  to  be in breach of its obligations under the PBM Note or that PBM
has  any current rights to initiate foreclosure under the terms of the Company's
security  agreement with it.  PBM has agreed to subordinate our obligation under
the  PBM Note to any bank or other institutional indebtedness that we may obtain
to  a  maximum  of  $300  thousand  of  such  indebtedness.

                                       48
<PAGE>


     PBM  may  convert  some or the entire unpaid principal of the PBM Note into
shares of our common stock at any time through and including September 30, 2002.
The  initial  conversion  price  is  $0.40  per share, which price is subject to
adjustment  if  we  were to declare a stock dividend or were to split our stock.
If  PBM were to provide us with a conversion notice, we could pre-pay the amount
of  principal  specified  in such notice for conversion, thereby precluding such
conversion.  If  our  common  stock trades for an average of not less than $2.00
during  any  period  of  30  consecutive  trading  days, we can provide PBM with
written  notice of our decision to shorten the conversion period to 30 days.  To
date, PBM has not elected to convert any unpaid principal amounts into shares of
our  common  stock.

     We  also  conditionally  issued  PBM  300,000  shares  of our common stock,
portions  of  which are deliverable to PBM on various dates beginning on January
1, 2002, in the event that, as of such dates, any principal amount under the PBM
Note remains unpaid or unconverted, with the balance of the 300,000 shares to be
issued  to  PBM  if  the PBM Note is not paid in full by September 30, 2003.  In
connection  with this conditional issuance,75,000 shares were deliverable to PBM
on  January  1,  2002.  By  its  terms,  the  PBM  Note is not interest bearing.

     In  connection  with  our issuance of the PBM Note, we issued to Dr. Kang a
series of warrants for the purchase of our common stock, exercisable as follows:

-         164,000  shares, exercise price of $0.20 per share, expiry of December
     31,  2001,  which  were  exercised  by  Dr.  Kang  in  December  of  2001;

-         246,000  shares, exercise price of $0.30 per share, expiry of December
     31,  2002;  and

-         246,000  shares, exercise price of $0.40 per share, expiry of December
     31,  2003.

Worldwide  Sales  Management  Corporation  and TKR Investments, Inc. / Daniel G.
McGuire  and  Thomas  K.  Ramstead

     Through  March  of  2000, the Company was a party to a sales agreement with
Worldwide  Sales,  an  enterprise  owned  by  Daniel  G.  McGuire  and Thomas K.
Ramstead,  a  former director of Worldwide. The agreement provided that we would
pay  to  Worldwide  Sales a 15 percent commission on sales it generated in North
America and Mexico.  Worldwide Sales and we agreed to reduce the commission rate
from  and  after  April  of  2000,  when  Mr.  McGuire  became our President and
disassociated  himself  from Worldwide Sales.  Commencing on January 1, 2001, we
entered  into  a replacement sales agreement with TKR Investments, Inc. ("TKR"),
an  enterprise  owned  by Mr. Ramstead.  The agreement provides for a guaranteed
retainer  at  the  rate  of  eight thousand dollars per month, a commission that
varies between 2.5 percent and 4 percent depending on incremental net sales, and
interest  at the rate of eight percent per annum for all retainer and commission
payments not timely made.  TKR or we may terminate this agreement upon 120 days'
written  notice.  If  terminated,  we  have  agreed  to  continue paying TKR its
retainer  and  commissions in an amount equal to the average for the prior three
months  during  the  120-day  period.  In  our 2001 fiscal year, Worldwide Sales
accrued  $0  commissions, $0 commissions were paid, and $0 commissions were owed
to  Worldwide Sales as of December 31, 2001.  In our 2000 fiscal year, Worldwide

                                       49
<PAGE>

Sales  earned  $223,131.  Together  with  the  amount  of $74,844 in commissions
accrued but unpaid in 1999, total accrued commissions for Worldwide Sales in our
2000  fiscal  year  were  $297,975.  Of  the  $297,975, Worldwide Sales was paid
$221,473  in  cash payments of $96,474 and 500,000 shares of common stock valued
at  $125 thousand, with the remaining balance of $76,501 transferred to TKR.  In
our  2001  fiscal  year,  $249,870 was earned by TKR and a subcontractor used by
TKR,  Mathew  Cook.  Together with the $76,501 transferred from Worldwide Sales,
the  total accrual in 2001 for TKR was $326,371.  Of the $326,371, TKR (together
with  Mathew Cook) was paid $169,578, leaving an accrued balance at December 31,
2001  of  $156,793.

Cyber  Marketing  Concepts,  Inc.  /  James  G.  Barrons

     Effective  August 9, 2000, Cyber Marketing and we entered into an Exclusive
Marketing Rights Contract.  Cyber Marketing is owned by James G. Barrons, one of
our  directors.  During  the  two-year  term  of  the  agreement, and any annual
extensions  thereafter,  subject  to  either  party's providing 180-days written
notice  to  the other of its intention not to renew the agreement, we granted to
Cyber  Marketing  the  exclusive  rights to market our products on the Internet.
Cyber  Marketing  will  pay us our standard wholesale and distributor prices for
any  product  that  it  purchases  and  we  will provide it with all advertising
incentives  and  promotional allowance accorded to other of our major customers.
During the eight-month period between November of 2000 and June of 2001, we paid
Cyber  Marketing  consulting  fees of three thousand dollars per month to update
our  website  and  to  subsidize,  on  a  partial  basis,  their full-time sales
representative  for  our professional products, or $18 thousand and six thousand
dollars  for, respectively, the year ended December 31, 2001, and the year ended
December  31,  2000.  Cash  payments  from Cyber Marketing were $145,179 for our
2001  fiscal  year  and  $481  for  our  2000 fiscal year.  Cyber Marketing is a
subtenant  of  ours  under short-term lease.  During our 2001 fiscal year, Cyber
Marketing  paid  us  $5,400,  in  rent.  See Item 2.  Description of Property --
Facilities.

Citadel  Capital  Management  Corporation;  New World Capital Markets, Inc. / G.
Wendell  Birkhofer

     Effective July 6, 2000, we entered a $250 thousand line of credit agreement
with Citadel and Larry Osaki.  In September of 2001, and in substitution for the
line of credit agreement, we executed our $250 thousand promissory note in favor
of  Citadel.  Interest accrues thereon at the rate of 10 percent simple interest
per annum and we may prepay any or all of the obligation without penalty.  As of
the  date  of  this  Annual  Report, we owe Citadel approximately $330 thousand,
pursuant  to  the  terms of the note and a consensual $80 thousand over-advance,
without  penalty.  In  July  of  2001,  we paid to Citadel a one-time fee of $25
thousand  through the issuance of 100,000 shares of our restricted common stock.
During  our  2000  fiscal year, we paid to Citadel $50 thousand of principal and
$315  of  interest.  During our 2001 fiscal year, Citadel exercised a warrant to
purchase 100,000 shares of our common stock through an offset of $20 thousand of
our  promissory  obligations  to them.  See Item 6.  Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of Operations -- Liquidity and
Capital  Resources.  For  more  than the preceding five years, Mr. Birkhofer has
been a consultant to New World and since January of 2000, Mr. Birkhofer has been
a  consultant  to  Citadel.  He  joined  us  as  a  director in October of 2001.

                                       50
<PAGE>


Spectrum  Analytics,  Inc.  /  Francisco  Rojas,  Ph.D.

     From January of 2001 through April 2, 2002, Dr. Francisco Rojas, one of our
directors,  Dr. Ines Moretti, and the Company were the stockholders of Spectrum,
which  was  formed to provide confirmatory analysis for our First Check consumer
business  and  to  act  as  our  affiliated  research  and development facility.
Spectrum  subleases its laboratory equipment and its office and laboratory space
from us.  Until April 2, 2002, 50 percent of its equity was owned by the Company
and  50  percent  of  its equity was owned by Drs. Rojas and Moretti.  Effective
that  date, the Company purchased the equity owned by Drs. Rojas and Moretti for
the  following  consideration: (i) the Company forgave a $58 thousand obligation
from  Pyxis  Laboratories,  Inc., a company wholly owned by Dr. Moretti, through
which  she  held  her  ownership of Spectrum; and (ii) the Company issued 50,000
shares  of  its  common  stock  to  Dr.  Rojas,  which  shares were valued at an
aggregate of $20,250.  At Spectrum's inception on January 1, 2001, Drs. Rojas
and  Moretti  contributed  $50 thousand in equipment to Spectrum and the Company
contributed  $50  thousand  in capital.  Thereafter, Drs. Rojas and Moretti have
provided  on-going  laboratory  services  and the Company has provided necessary
operating  capital  to  Spectrum.  During  the year ended December 31, 2001, the
Company  allocated  $85  thousand in expenses to Spectrum, consisting of salary,
rent,  utilities,  and other operating costs, advanced $171 thousand to Spectrum
and  its vendors, and paid $30 thousand to Spectrum for confirmatory tests.  The
net  financial impact to the Company for such activities was a net investment of
$236  thousand.

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

     The  exhibits required to be furnished pursuant to Item 13(a) are listed in
the  Exhibit Index filed herewith, which Exhibit Index is incorporated herein by
reference.

Exhibit  3.1*      Certificate  of  Incorporation  of  Era Oil Company, Inc.

Exhibit  3.1a#     Certificate  of  Amendment of Certificate of Incorporation of
                   Era  Oil  Company,  Inc.

Exhibit  3.1b#     Certificate  of  Amendment  of  Restated  Certificate  of
                   Incorporation  of  Forum  International  Center,  Inc.

Exhibit  3.1c#     Certificate  of  Amendment of Certificate of Incorporation of
                   Forum  International  Center,  Inc.

Exhibit  3.2*      Amended  Bylaws  of  the  registrant

Exhibit  3.2a*     Amendments  to  Articles III, Sections 1 and 8 of the Amended
                   Bylaws  of  the  registrant

Exhibit  10.1*     Exclusive Marketing Rights Contract, dated August 9, 2000, by
                   and  between  the  registrant  and  Cyber  Marketing
                   Concepts,  Inc.

                                       51
<PAGE>


Exhibit 10.2*     Brokerage Agreement, dated January 1, 2001, by and between the
                  registrant  and  TKR  Investments,  Inc.

Exhibit  10.3*     Brokerage  Agreement,  dated June 1, 2001, by and between the
                   registrant  and  Matt  Cook

Exhibit  10.4*     Brokerage  Agreement, dated April 1, 2001, by and between the
                   registrant  and  Feldkamp  Marketing

Exhibit  10.5*     Promissory  Note,  dated  as  of  January  1,  2001,  by  the
                  registrant  in  favor  of  Princeton  BioMeditech  Corporation

Exhibit  10.6*     Security  Agreement,  dated  as  of  January  1, 2001, by and
                   between  the  registrant  and  Princeton  BioMeditech
                   Corporation

Exhibit  10.7*     Escrow Agreement, dated as of January 1, 2001, by and between
                   the  registrant  and  Princeton  BioMeditech  Corporation

Exhibit  10.8*     Collateral  Agent  Agreement, dated as of January 1, 2001, by
                   and  between  the  registrant  and  Princeton  BioMeditech
                   Corporation

Exhibit  10.9*     Warrant,  dated  January  1,  2001, of the registrant in
                   favor  of  Jemo  Kang

Exhibit  10.10*    Warrant,  dated  January  1, 2001, of the registrant in
                   favor  of  Jemo  Kang

Exhibit  10.11*    Warrant,  dated  January  1, 2001, of the registrant in
                   favor  of  Jemo  Kang

Exhibit 10.12*     Lease, dated June 13, 2000, by and between the registrant and
                   Olen  Commercial  Realty  Corporation

Exhibit  10.13*    Employment  Agreement,  dated  April  4,  2000,  between the
                   registrant  and  Daniel  G.  McGuire

Exhibit  10.14*     Line  of  Credit  Agreement, dated July 6, 2000, between the
                    registrant  and  Citadel  Capital  Management  Corporation
                    and  Larry  Osaki

Exhibit 10.15*     Loan and Security Agreement, dated February 20, 2001, between
                   the  registrant  and  Camel  Financial,  Inc.

Exhibit 10.16*     Subordination Agreement, dated February 20, 2001, in favor of
                   Camel  Financial,  Inc., among the registrant, Citadel
                   Capital Management Group,and  Camel  Financial,  Inc.

Exhibit  10.17*    Promissory  Note, dated September 6, 2001, by the registrant
                   in  favor  of  Citadel  Capital  Management  Group

                                       52
<PAGE>


Exhibit  10.18     2001  Stock  Plan

Exhibit  21.1*     Subsidiaries  of  the  Registrant

----------
     *     Incorporated  by  reference  from  the  registrant's  Registration
Statement on Form 10-SB, as filed with the Securities and Exchange Commission on
October  23,  2001.

     #     Incorporated  by reference from the registrant's amended Registration
Statement  on Form 10-SB/A, as filed with the Securities and Exchange Commission
on  January  7,  2002.

(b)     Reports  on  Form  8-K

None.


SIGNATURES

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

Dated:     April  22,  2002                    WORLDWIDE  MEDICAL  CORPORATION


                              By:     /S/  DANIEL  G.  MC  GUIRE
                                      --------------------------
                                   Daniel  G.  McGuire
                                   President,  Chief  Executive  Officer


                              By:     /S/  JEFFREY  C.  BURKE
                                      -----------------------
                                   Jeffrey  C.  Burke
                                   Chief  Financial  Officer


     In  accordance  with  the  Exchange Act, this Annual Report has been signed
below by the following persons on behalf of the registrant and in the capacities
and  on  the  dates  indicated.

     Signature                           Title                           Date
     ---------                           -----                           ----

/s/  DANIEL G. MC GUIRE        President, Chief Executive,       April 22,  2002
-----------------------         Officer,  and  Director

Daniel  G.  McGuire

/s/  DR.  FRANCISCO  ROJAS          Director                    April  22,  2002
--------------------------
Dr.  Francisco  Rojas

                                       53
<PAGE>



/s/  DR.  JEMO  KANG                Director                    April  22,  2002
--------------------
Dr.  Jemo  Kang


/s/  JAMES  G.  BARRONS               Director                    April 22, 2002
-----------------------
James  G.  Barrons


/s/  G.  WENDELL  BIRKHOFER          Director                    April  22, 2002
---------------------------
G.  Wendell  Birkhofer


/s/  DAVID  M.  JERANKO               Director                    April 22, 2002
-----------------------
David  M.  Jeranko


/s/ JEFFREY H. NICHOLAS               Director                    April 22, 2002
-----------------------
Jeffrey  H.  Nicholas


                                       54
<PAGE>



<PAGE>
                                INDEX TO EXHIBITS

Exhibit  Number               Description  of  Document
---------------               -------------------------

10.18                         2001  Stock  Plan


                                       55