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

                               Form 10-KSB/A No.2

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

                   For the fiscal year ended December 31, 2000

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from      to

                         Commission file number 0-30799

                            ONCURE TECHNOLOGIES CORP.
                 (Name of small business issuer in its charter)

              FLORIDA                                 59-3191053
  (State or other jurisdiction of          (I.R.S. Employer Identification
   incorporation or organization)                         No.)

           700 Ygnacio Valley Road, Suite 300, Walnut Creek, CA 94596
                    (Address of principal executive offices,
                               including zip code)

         Issuer's telephone number, including area code: (925) 279-2273

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

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

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

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. [X] Yes [ ] No

Check if there is no disclosure of delinquent filers in response 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. [ ]

The registrant's revenues for its most recent fiscal year were $20,632,764.

As of March 31, 2001, the aggregate market value of the registrant's voting and
non-voting common equity held by non-affiliates of the registrant, based on the
closing price for the registrant's Common Stock on the OTC Bulletin Board on
such date, was $4,438,493.40. This calculation does not reflect a determination
that certain persons are affiliates of the registrant for any other purpose.

As of March 31, 2001, the number of shares outstanding of the registrant's
common stock was 8,930,116.



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                                TABLE OF CONTENTS

                                                                            PAGE



PART I

     ITEM 1.  DESCRIPTION OF BUSINESS..........................................2
     ITEM 2.  DESCRIPTION OF PROPERTY.........................................13
     ITEM 3.  LEGAL PROCEEDINGS...............................................15
     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............15

PART II

     ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER................15
     ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.......16
     ITEM 7.  FINANCIAL STATEMENTS............................................21
     ITEM 8.  CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
              AND FINANCIAL DISCLOSURE........................................22

PART III

     ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
              PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE
              EXCHANGE ACT....................................................22
     ITEM 10. EXECUTIVE COMPENSATION..........................................25
     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..29
     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS............31
     ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................32




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                           FORWARD-LOOKING STATEMENTS

Statements in this Registration Statement that are not historical facts
constitute "forward-looking statements." Any statements contained herein which
are not historical facts or which contain the words "anticipate," "believe,"
"continue," "estimate," "expect," "intend," "may," "should," and similar
expressions are intended to identify forward-looking statements. Such statements
reflect the current view of the Company with respect to future events and are
subject to certain risks, uncertainties and assumptions, including, but not
limited to, the risk that the Company may not be able to implement its growth
strategy in the intended manner, including the ability to identify, finance,
complete and integrate acquisitions and joint venture opportunities, the ability
to successfully restructure under-performing facilities, risks regarding
currently unforeseen competitive pressures and risks affecting the Company's
industry, such as increased regulatory compliance and changes in regulatory
requirements, changes in payor reimbursement levels and the development of
additional alternative treatment modalities and technological changes. In
addition, the Company's business, operations and financial condition are subject
to the risks, uncertainties and assumptions which are described in the Company's
reports and statements filed from time to time with the Securities and Exchange
Commission (the "SEC"). Should one or more of those risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described herein.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL OVERVIEW

         The Company was incorporated in June of 1993 under the laws of the
State of Florida. Prior to December 5, 2000, we did not conduct substantive
business operations. On December 5, 2000, we entered into a Plan and Agreement
of Reorganization whereby we acquired:

o        all of the issued and outstanding stock of U.S. Cancer Care, Inc., a
         Delaware corporation ("U.S. Cancer Care"), in exchange for 6,666,942
         shares of our common stock (representing 83.08% of our outstanding
         common shares);

o        all of the series A preferred stock of U.S. Cancer Care, in exchange
         for 1,000 shares of our Series B Preferred Stock; and

o        all of the series B preferred stock of U.S. Cancer Care, in exchange
         for 1,000 shares of our Series C Preferred Stock.

         The final stage of our reorganization with U.S. Cancer Care was
completed on January 17, 2001, when we: (i) acquired our fifth outpatient
facility in Jacksonville, Florida in exchange for 1,000 shares of our Series D
Preferred Stock; and (ii) received $4 million in exchange for 1,000 shares of
our Series E Preferred Stock.

         In connection with the reorganization, we changed our:

o        name from Worldwide Equipment Corp. to OnCure Technologies Corp.;

o        principal offices from 599 Hartsdale Avenue, Suite 201, White Plains,
         NY 10607 to 700 Ygnacio Valley Road, Suite 300, Walnut Creek, CA 94596;

o        independent auditors from Paritz & Company, P.A. to Moore Stephens,
         P.C.; and

o        fiscal year end from August 31 to December 31.

         U.S. Cancer Care's operations now represent our sole business. Through
U.S. Cancer Care, we now provide management services to outpatient radiation
therapy cancer treatment centers and their radiation and medical oncologists.
Our management services include billing, collection and management information
services using our proprietary ROSCOE(TM), ARIS(TM) and MOSCOE(TM) software
systems. We also provide administrative, accounting, non-physician personnel and
purchasing services. We are a facility owner/operator and do not own physician
practices.

         Our goal is to become a leading network provider of radiation therapy
services in the United States through strategic relationships, new center
developments, prudent acquisitions and internal growth. The services we provide
are


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predicated upon state-of-the-art proprietary information systems and the
delivery of superior university level care in a cost efficient manner.

         Currently, we operate and manage thirteen (13) treatment facilities.
Our facilities are located in the following areas:

         CALIFORNIA
----------------------------------------------- -----------------------------
East Bay Regional Cancer Center                 1034 A Street
                                                Hayward, CA 94541
----------------------------------------------- -----------------------------
St. Teresa Comprehensive Cancer Center          4722 Quail Lake Drive
                                                Stockton, CA 95207
----------------------------------------------- -----------------------------
Sonora Cancer Center                            1 South Forest Road
                                                Sonora, CA 95370
----------------------------------------------- -----------------------------
Turlock Regional Cancer Center                  1051 East Tuolumne Road
                                                Suite 103
                                                Turlock, CA 95682
----------------------------------------------- -----------------------------
Valley Regional Cancer Center 1                 1316 Nelson Avenue
                                                Modesto, CA 95350
----------------------------------------------- -----------------------------
Valley Regional Cancer Center 2                 1524 MC Henry Ave.
                                                Modesto, CA 95350
----------------------------------------------- -----------------------------


         FLORIDA
----------------------------------------------- -----------------------------
FL Cancer Center -Beaches                       1375 Roberts Drive
                                                Jacksonville Beach, FL 32250
----------------------------------------------- -----------------------------
FL Cancer Center -Orange Park                   2161 Kingsley Ave.
                                                Orange Park, FL 32073
----------------------------------------------- -----------------------------
FL Cancer Center -Palatka                       600 Zeagler Drive
                                                Palatka, FL 32178
----------------------------------------------- -----------------------------
FL Cancer Center -St. Johns                     300 Healthpark Blvd.
                                                Suite 1008
                                                St. Augustine, FL 32086
----------------------------------------------- -----------------------------
Florida Cancer Center -Wells Complex Clinic     3599 University Blvd. S.
                                                Suite 1500
                                                Jacksonville, FL 32216
----------------------------------------------- -----------------------------
Radiation Oncology Center of Bradenton          6215 21st Ave. W.
                                                Suite B
                                                Bradenton, FL 34209
----------------------------------------------- -----------------------------


         TEXAS
----------------------------------------------- -----------------------------
Calallen Regional Cancer Center                 14120 F.M. 624
                                                Corpus Christi, TX 78410
----------------------------------------------- -----------------------------


         In addition to the thirteen (13) treatment facilities we operate and
manage, we own a mobile Positron Emission Tomography ("PET") scanner. Our mobile
PET scanner is the first of its kind to be licensed in the State of Florida. PET
is a highly advanced nuclear medicine diagnostic study that involves the
injection of radioactive isotopes into a patient to obtain images of the
metabolic physiologic processes. The application of PET in the detection of
cancer has become significant in the last year, as it is the first diagnostic
procedure that can detect and monitor a patient's malignancies. Although PET has
been in existence for over 25 years, only recently has the U.S. Department of
Health and Human Services' Health Care Financing Administration ("HCFA")
approved the reimbursement of PET procedures performed for oncology patients.
Our mobile PET scanner services all five of our facilities in the Jacksonville
area and two large hospitals in Jacksonville. In addition, we are evaluating the
feasibility of such a PET network in Northern California.

         We also own two High Dose Rate Brachytherapy ("HDR") units. HDR is a
time tested and safe method to treat cancer by providing high doses of radiation
directly to a tumor while sparing healthy tissue and surrounding organs.


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Our mobile HDR unit services four of our centers in Northern California: East
Bay Regional Cancer Center (Hayward), St. Teresa Comprehensive Cancer Center
(Stockton), Valley Regional Cancer Center (Modesto) and Sonora Cancer Center
(Sonora). Our other HDR unit is located in our Radiation Oncology Center of
Bradenton which is located in Bradenton, Florida.

         We also provide radiation oncology services to Kaiser Permanente
members in Hayward and Stockton, California through a three-year agreement that
our wholly owned subsidiary, USCC Health Care Management Company, has with The
Permanente Medical Group, Inc ("Permanente"). Kaiser Permanente is a
not-for-profit group-practice health maintenance organization that has over
three (3) million members in its enrollment in Northern California. Kaiser
Permanente also operates forty-five (45) hospitals and clinics in Northern
California.

CANCER AND ITS TREATMENT

         We believe that the market for radiation therapy services in the United
States is large and growing. Cancer is the second leading cause of death in the
United States and is responsible for one out of every four deaths in the United
States. According to the American Cancer Society, nearly 15 million new cancer
cases have been diagnosed since 1990 and approximately 1,268,000 new cancer
cases will be diagnosed in the year 2001. In addition, the American Cancer
Society states that the National Institutes of Health estimates that
approximately $60 billion was spent for direct medical costs (the total of all
health expenditures) related to cancer in the year 2000.

         Cancer consists of a group of more than 100 complex diseases
characterized by the uncontrolled growth and spread of abnormal cells.
Oncologists (utilizing the treatment modalities of chemotherapy, radiation
therapy, surgery and immune-therapy) typically provide cancer care. Radiation
therapy uses radiation energy to destroy cancer cells. We use radiation therapy
to cure cancer by destroying cancer cells and, where curing the cancer is not
possible, as a palliative treatment to eliminate pain, avoid hemorrhage, prevent
pathological bone fractures and other symptoms associated with metastasized
cancer. Radiation therapy is often curative with patients in whom a cancer is
localized and has not metastasized.

         Cancer can also be treated through chemotherapy. Chemotherapy is the
use of "anticancer" drugs to destroy cancer cells by stopping them from growing
or multiplying. Chemotherapy does cause adverse side effects to some patients.
For this reason, the administration of chemotherapy requires the management of
not only the chemotherapy itself but of the potential adverse side effects as
well. Chemotherapy often cures certain leukemia, lymphomas and testicular
tumors. However, it is used mostly to palliate incurable metastasized disease.
Surgery is used in both the diagnosis and the treatment of cancer.
Immune-therapy is the treatment of cancer by enhancing the patient's own disease
fighting mechanisms, which involves advanced therapies, such as interferon (a
naturally occurring human protein capable of stopping the growth of cancer),
immunizing patients to their own cancer cells and often immune modifiers.
Immune-therapy is currently effective in some cases of malignant melanoma.
Increasingly, the effective treatment of cancer has involved the combination of
chemotherapy, radiation therapy and surgery.

         As a result of the complexity of cancer and the variety of cancer
therapies, physicians who treat cancer typically have had extensive, highly
specialized training. Radiation therapy is performed under the supervision of a
radiation oncologist who is thoroughly trained in clinical oncology, physics and
all of the modalities of therapeutic radiation in the treatment of cancer.

         The radiation therapy centers we own or manage focus on providing
radiation oncology treatment to cancer patients on an outpatient basis.
Radiation therapy treatment is performed on a linear accelerator, which uses
high-energy photons and/or electrons to destroy the tumor with minimal effect on
the area surrounding the tumor site. Treatment courses will usually last from
two to six weeks, during which time the patient is examined and monitored by a
radiation oncologist, a radiation therapist (a professional trained in the
planning and delivery, of radiation therapy) and an oncology nurse (a
professional nurse trained in the care and treatment of patients undergoing
cancer therapy).

COMPANY STRATEGY

FOCUS ON RADIATION THERAPY

         We believe that an opportunity exists to build a national outpatient
radiation therapy center network and radiation oncologist practice management
company focusing primarily on outpatient therapy. We base our belief on several
characteristics of the oncology market. First, cancer patients are a large,
well-defined and growing population that require regular costly medical
intervention over a period of months or years. Of this population, approximately
one-half of the individuals diagnosed with cancer receive at least one radiation
therapy treatment course, and sometimes


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several courses. Second, a relatively small number of highly trained specialized
oncologists are responsible for treating this large portion of the cancer
patient population. Third, managed care and other payors are increasingly aware
of the need for more coordinated cost-effective cancer care. Fourth, the
outpatient radiation therapy market is highly fragmented with no dominant
providers.

OPERATING STRATEGY

         Our operating strategy consists of two key components. The first
strategy is to affiliate with preeminent radiation oncology and medical oncology
groups, or major hospital and payor networks on joint venture outpatient
facilities. The second strategy is a geographically concentrated outpatient
network model.

JOINT VENTURE STRATEGY

         Our joint venture strategy is comprised of two models. Under the first
model, we begin by developing a facility and funding all of its development
costs. We then provide radiation therapy services for the hospital and payor
networks in that area.

         We are currently implementing our first model in Northern California
through a three-year agreement that requires us to provide radiation oncology
services to Kaiser Permanente's members at our Hayward and Stockton facilities.
When we opened these facilities, each had an immediate pool of patients to
treat. The development of this type of joint venture facility is typically less
expensive than the acquisition of an existing facility, as it avoids the need,
and attendant financing, to acquire the goodwill of an existing facility.

         Our objective for our Hayward and Stockton facilities is to capture
non-Kaiser Permanente business in Northern California. This will decrease our
reliance on Kaiser Permanente's patient base. We have accomplished this
objective at our Stockton facility, where we lease space to a large non-Kaiser
Permanente medical oncology group.

         Under our second joint venture model, we also begin by developing a
facility. However, unlike our first model, the cost of developing the facility,
and all profits generated by the facility, will be shared equally with the
hospital with which we contract to develop the facility. In this model, in
addition to our share of any profits, we would also receive management fees and
ROSCOE(TM) billing and collection fees.

         This model allows the hospital to utilize our management expertise,
including: (i) managing the outpatient facility at an appropriate cost; (ii)
addressing physician management issues; (iii) driving internal growth through
marketing, managed care contracting and new modalities; and (iv) benefiting from
the proprietary ROSCOE(TM) information system. This model is similar to the
existing joint venture we have with a hospital in Florida.

CONCENTRATED OUTPATIENT NETWORK STRATEGY

         Our second operating strategy is a geographically concentrated
outpatient network model. Under this model, we provide quality radiation therapy
services to a large population of cancer patients. We accomplish this through a
centralized cancer facility that will treat a majority of the cancer patients in
the area by providing the most sophisticated cancer therapy services. Within a
certain radius of the central cancer facility, we will have smaller satellite
facilities that provide basic, less technologically advanced services. This "hub
and spoke" network model provides us with the means of facilitating managed care
contracts by providing the wide spread geographic coverage that managed care
providers seek for their members.

         We are currently implementing this network model in Northern California
through our outpatient radiation therapy centers located in Hayward, Modesto
(2), Sonora, Stockton and Turlock. We are also implementing this network model
in Florida through our outpatient radiation therapy centers located in St.
Augustine, Palatka, Orange Park, Jacksonville and Jacksonville Beach.

INTERNAL GROWTH

         After we develop or acquire an outpatient radiation therapy center and
establish an affiliation with a radiation oncology group in a particular market,
we seek to expand patient volume by:

o        increasing and improving marketing efforts;

o        entering into managed care contracts; and



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o        offering new state-of-the-art technologies (such as 3D Treatment
         Planning, Intensity Modulated Radiation Therapy, PET and Brachytherapy)
         not available in that area.

         In addition, the newly acquired or developed radiation therapy center
will utilize our ROSCOE(TM) management information system. The use of ROSCOE(TM)
will eliminate a significant portion of the administrative duties associated
with a radiation oncologist's practice. This will provide the radiation oncology
group affiliated with the new center to serve patients and payors more
effectively and increase local market presence.

MANAGEMENT INFORMATION SYSTEM - ROSCOE

         We use a proprietary, comprehensive radiation oncology management
information system called ROSCOE(TM) (Radiation Oncology System Computer
Operating Environment) and ROSCOE(TM) ARIS(TM) (ROSCOE(TM) Accounts Receivable
Information System) (collectively, "ROSCOE(TM)"), which our Chief Operating
Officer, Richard W. Padelford, developed and our Chief Information Officer, Doug
McBride, enhanced. [ROSCOE(TM) is an internet, web based and local area network
practice management tool.] The ROSCOE(TM) information system provides our
outpatient radiation therapy centers with three distinct functions: (i) clinical
management; (ii) billing and collection; and (iii) data warehousing.

         The clinical management function of ROSCOE(TM) consists of the
following major functional areas:

o        patient registration and demographic capture;

o        managing and tracking health maintenance organization treatment
         authorizations;

o        scheduling for physicians, simulations, treatments and lab visitation;

o        drug and delivery service inventory management;

o        billing capture and extraction;

o        technical, professional and global billing capabilities;

o        management reporting to monitor billing and utilization;

o        tracking of rudimentary clinical outcomes.

         The billing and collection function of ROSCOE(TM) has a consistent
internal control function over billing charges and enables us to capture missed
billable charges. The billing and collection function of ROSCOE(TM) consists of
the following major functional areas:

o        automated bill creation and generation (electronic or paper form);

o        automated carrier tracking including payments, write-offs, adjustments
         and appeals; and

o        collection management.

         The data warehouse function of ROSCOE(TM) is designed to report at all
levels including patient level, physician level, center level, regional level
and corporate level. The data warehouse function delivers the following
reporting and analysis capabilities:

o        market analysis;

o        managed care contracting;

o        strategic planning;

o        treatment outcomes;

o        accounts receivables;



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o        profitability; and

o        trending.

         We believe that ROSCOE(TM) is more sophisticated and less costly than
other computerized information systems used in the radiation oncology industry.
Accordingly, we believe that the utilization of ROSCOE(TM) will better enable us
to effectively manage growth. In addition, we believe that by allowing
nonaffiliated centers to use ROSCOE(TM), we will be able to establish a
relationship with such centers, thereby increasing the potential for an
acquisition or management agreement with such centers.

MANAGEMENT SERVICES

         We provide management services to outpatient radiation therapy centers.
Our management services relate to the operation of such centers. We anticipate
that the management information systems component of these services initially
will be provided using our proprietary ROSCOE(TM) management information system.
We believe our management services eliminate a significant portion of the
administrative duties associated with a radiation oncologist's provision of
radiation therapy service, thereby enabling the radiation oncologist to devote a
greater percentage of his or her time to providing high-quality medical care. We
are in the process of negotiating contracts with several hospitals and managed
care organizations to provide management services for radiation therapy
facilities.

AFFILIATION WITH LEADING RADIATION ONCOLOGY GROUPS, HOSPITALS AND MEDICAL
ONCOLOGY GROUPS

         We hope to establish additional affiliations with leading radiation
oncology groups, medical oncology groups and hospitals. We seek the following
characteristics in a potential affiliated radiation medical oncology group or
hospital.

o        The candidate must be affiliated with a leading radiation or medical
         oncology practice in its market, both in terms of market share and
         recognition as a provider of high quality oncology care.

o        The candidate must incorporate comprehensive radiation therapy as an
         integral part of its care to its patients.

o        The candidate must recognize the need for outside managerial, financial
         and business expertise to manage the increasingly complex aspects of an
         outpatient radiation therapy practice.

         We believe our affiliation structure, which emphasizes the continuation
of local hospitals and physicians' authority and control over medical practice
decisions, will enhance the appeal of affiliation with us and our ability to
enter new markets.

NEGOTIATE/EXPAND MANAGED CARE RELATIONSHIPS

         We believe that managed care will continue to become an increasingly
important factor in the health care industry. We also believe that managed care
companies and other third-party payors increasingly will prefer to contract for
services with fewer vendors on a national or regional basis, and that the
development of a national network of established radiation oncology facilities
will provide our affiliated facilities with a competitive advantage in securing
such contracts on more favorable terms. We anticipate identifying desirable
managed care contracts and network affiliations, evaluating existing third-party
relationships and assisting the groups in establishing and expanding managed
care relationships.

FINANCIAL SERVICES; ADMINISTRATIVE SERVICES; PERSONNEL MANAGEMENT

         We attempt to improve the operating and financial performance of each
radiation therapy center we acquire. We develop a budget that involves the
adoption of financial controls and cost containment measures. We evaluate the
addition of advanced technologies to a center from a cost benefit side. We
provide comprehensive financial analysis to the affiliated radiation oncologist
group and each radiation therapy center in connection with managed care
contracting. We provide billing, collection, reimbursement, tax and accounting
services and implement a cash management system.

         We also provide an array of administrative services to improve the
operations of the group. We utilize our ROSCOE(TM) management information system
to support our provision of practice management services (including


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billing and collection, practice analyses, patient and physician scheduling,
maintenance of insurance authorizations and the evaluation of referral patterns
and managed care proposals). We also purchase supplies, equipment, drugs and
insurance, frequently at volume discounts.

         We employ and manage all non-physician personnel of the radiation
oncologist group, including dosimetrists, medical physicists, radiation
therapists and oncology nurses, as well as management information services,
human resources, secretarial and other administrative personnel. We evaluate
these employees, make staffing decisions, provide and manage employee benefits
and implement personnel policies and procedures. We also provide administrative
services to the physician group's employees.

COST CONTAINMENT AND OPERATING EFFICIENCIES

         The operation of an outpatient radiation therapy center includes a high
percentage of fixed costs and a low percentage of variable costs. As a result,
the operating leverage of a center may be very high with revenues in excess of
fixed costs.

         We implement, with respect to each of our acquired outpatient radiation
therapy centers, an internal financial and accounting control system to
consolidate administrative, accounting and purchasing functions. We accomplish
cost reduction by:

o        capitalizing on economies of scale arising from our ability to
         negotiate discounts with both service and supplies vendors as a result
         of consolidated purchasing power;

o        restructuring management services contracts with affiliated radiation
         oncologists to reflect reduced fees payable by us as a result of market
         trends; and

o        centralizing human resources, accounting, billing and collection
         activities on a national basis, resulting in a reduction of labor
         costs.

MEDICAL ADVISORY BOARD

         Our Medical Advisory Board is comprised of our own medical
representatives and our affiliated oncology medical groups. The primary function
of the Medical Advisory Board is to:

o        develop and adopt policies, procedures and protocols to be implemented
         in the independent radiation therapy centers or to be used by the
         affiliated hospitals or the affiliated radiation oncologists groups;

o        develop and administer quality assurance programs, ensure all physician
         and other professional licensing and implement continuing education
         programs; and

o        formulate a strategic plan for each affiliated radiation oncology group
         designed to improve the performance of the related radiation therapy
         facility.

         The Medical Advisory Board has been established to outline physician
recruiting goals, identify services and equipment to be added, identify
desirable payor relationships, identify other radiation oncology groups that are
possible affiliation candidates and to facilitate communication with other
affiliated physician groups in our network.

RADIATION THERAPY TREATMENTS FOR CANCER

         Through the use of our facilities and equipment, the radiation
oncologist medical groups with which we contract are able to offer a wide array
of radiation therapy services for outpatient cancer treatment. The radiation
oncologists (and not us) maintain full control over the provision of medical
services at our facilities.

         We seek to operate and manage additional outpatient radiation therapy
centers through various acquisitions. We anticipate that each of our centers
will be designed and equipped to provide substantially all of the outpatient
diagnostic and treatment programs necessary to treat a cancer patient with
radiation therapy. We intend for our centers to provide many oncology services,
all of which are typically found only at university medical centers, including
some or all of the following:



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         STEREOTACTIC RADIOSURGERY, which targets brain tissues with multiple
         arcs of radiation and is used to treat deep-seated brain tumors.

         FRACTIONATED STEREOTACTIC RADIOSURGERY, which is a non-invasive
         technique similar to stereotactic radiosurgery permitting treatment of
         larger brain lesions.

         HIGH DOSE RATE BRACHYTHERAPY, which involves the use of radioactive
         materials (isotopes) placed directly in contact with cancer tissues,
         which are then removed when a lethal dose has been delivered to the
         cancer.

         3-DIMENSIONAL CONFORMAL TREATMENT PLANNING, which involves the use of a
         computer scan which allows tumors to be visualized in a 3-dimensional
         format. This makes it possible to treat the cancer volume with very
         narrow margins. By greatly decreasing the amount of normal tissue
         irradiated, treatment side effects are greatly reduced and often
         largely eliminated. This also permits a larger lethal dose to the
         cancer.

         COMPUTERIZED CUSTOM TISSUE COMPENSATION, which involves a treatment
         planning mechanism to deliver a homogeneous dose to the entire tumor
         volume. This technique permits increasing the dose of radiation to the
         tumor, more successfully killing the cancer, while sparing the
         surrounding normal tissues, which reduces side effects.

         PROSTATE IMPLANTATION, which involves the use of Palladium "seeds" and
         other radioactive implants (radioactive isotopes).

         STRONTIUM 89 INJECTION, which is a radioactive injection therapy for
         widespread bone disease.

         POSITRON EMISSION TOMOGRAPHY, which involves the injection of
         radioactive isotopes into a patient to obtain images of metabolic
         physiologic processes. PET provides information not available from
         other imaging technologies.

         INTENSITY MODULATED RADIATION THERAPY, which involves the process of
         cross firing radiation beams to a tumor. This process of conformal
         radiation therapy allows the delivery of a high dose of radiation to
         the tumor while limiting the dose of radiation to adjacent healthy
         tissue.

         Through our existing cancer center network we currently provide all of
these services. Furthermore, most of our centers have community rooms,
facilities for patient meetings, patient self-help and support programs,
counseling and education areas, and training facilities.

         At some of our locations, we also lease space to medical oncologists
who provide chemotherapy to patients in conjunction with their ongoing radiation
treatment.

OTHER APPLICATIONS OF RADIATION THERAPY TREATMENTS FOR CANCER

         Endovascular Brachytherapy uses radioactive sources to apply internal
radiation to the wall of a blood vessel. This type of radiation therapy prevents
restenosis (inflammation and scarring that causes narrowing of the arteries
after angioplasty) of coronary arteries or peripheral arteries. The standard
therapy currently used for restenosis, or narrowing of the arteries, is
angioplasty with or without the use of stents. However, the restenosis rate
after angioplasty is over 75% in complex cases. Preliminary trials using
radiation therapy report restenosis rates of less than 10%.

         Currently, there are two techniques being utilized to deliver this
radiation treatment. The first involves the use of a high intensity Iridium-192
radioactive source that is a gamma emitter and the other uses a beta emitter
such as Phosporous-32.

         The radiation oncologists affiliated with our facilities in
Jacksonville, Florida, are currently participating in clinical trials evaluating
the efficacy of the use of endovascular radiation therapy. It is estimated that
there are over 400,000 vascular interventions annually in the United States. If
clinical trials continue to indicate that endovascular brachytherapy enhances
the results of angioplasty (and the Food and Drug Administration approves the
procedure), we believe we will be well positioned to implement the use of
endovascular brachytherapy nationally.

         The radiation oncologist medical group with which we contract to
provide services in Jacksonville, Florida has recently entered into an agreement
with Nucletron, Inc. to participate in a clinical study of the efficacy of
endovascular radiation therapy for peripheral arteries.



                                       9
<PAGE>

ACQUISITIONS AND NEW DEVELOPMENTS

         We believe there are, and will continue to be, many attractive
radiation therapy facility acquisition opportunities. We expect to acquire
outpatient radiation therapy centers from: (i) doctors who own and operate their
own centers and are seeking management expertise, access to managed care
contracts and other resources offered by multi-site providers, and (ii)
independent owners who are finding it increasingly difficult to remain
competitive in the face of managed care. We also plan to enter in strategic
joint ventures with hospitals (similar to the existing arrangement we have with
the HCA Hospital Joint Venture in Bradenton, Florida), large managed care
organizations (similar to Kaiser Permanente) and leading radiation oncology
groups that desire access to advanced radiation therapy technologies, but lack,
or choose to conserve their financial or managerial resources. In evaluating
acquisition and joint venture candidates, we analyze several strategic
characteristics, including:

o        the geographic synergy of the location to existing facilities;

o        the nature of the market;

o        the presence and strength of local competition;

o        financial data, including net revenues and operating income;

o        history of payor reimbursement;

o        referral patterns; and

o        volume levels.

         We seek to develop preeminence in certain geographic regions within the
United States, thus developing a network of radiation therapy centers which
permit us to benefit from economies of scale and obtain managed care contracts
on favorable terms.

         We have created an extensive database of existing outpatient radiation
therapy facilities and hospitals for potential acquisitions, joint ventures and
new developments. We have prioritized this database, based upon an analysis of:
(i) payor reimbursement patterns; (ii) patient demographics; (iii) state health
department regulations regarding certificates of need; (iv) the geographic
synergy of the location to existing facilities; and (v) the physician group with
which we would be affiliated. We will need to obtain additional financing in
order to implement such acquisition opportunities.

         We believe that internal growth is critical to our overall acquisition
and development strategy. Our management fosters such internal growth through:
(i) marketing; (ii) entering into managed care contracts; (iii) offering
state-of-the-art technologies; and (iv) implementing ROSCOE(TM), which
historically has added to the financial management capabilities of each
facility, in some cases allowing the capture of approximately 15-30% of missed
billings.

         Currently, we are negotiating for new developments with several
hospital organizations and physician owned outpatient centers. If negotiations
are successful, these new developments will require us to obtain additional
financing. In addition, we have a 49% interest in the USMC-USCC Partnership. The
USMC-USCC Partnership expects to be developing five radiation therapy cancer
treatment centers in Northern California to service Kaiser Permanente members.
We have agreed to fund the development of two of these facilities, which are
expected to be located in Rhonert Park and Fresno, California. Our funding
obligation for the development of these two facilities will be approximately
$2,000,000 per facility.

         Our Calallen Regional Cancer Center located in Corpus Christi, Texas
has not performed as expected by our Board of Directors. We are in the process
of considering our alternatives concerning the sale or disposition of this
facility.

         Due to changes in policies regarding certain health care joint
ventures, our joint venture with Columbia HCA Hospital in Bradenton, Florida
will likely be restructured such that we will have a different joint-venture
partner.



                                       10
<PAGE>

COMPETITION

         The business of providing health care services generally, and of
providing oncology services specifically, is highly competitive. We are aware of
several competitors specializing in medical oncology practice management. As a
result of several market factors and of the increasing regulation of the health
care industry, we believe that others in the health care industry may adopt
strategies similar to those that we intend to adopt. These potential competitors
may have significantly greater resources than us.

         We believe that while there are many medical oncology practice
management companies, there is no single dominant company in the outpatient
radiation therapy sector. We believe, based on available industry data, that
approximately 10% of the existing outpatient radiation therapy centers are owned
by a few public companies (excluding hospital inpatient facilities) and that the
ownership of the remaining centers is widely dispersed. However, most of these
companies do not focus primarily on the provision of radiation therapy. The
following table sets forth information about certain companies that currently
own outpatient radiation therapy facilities:

<TABLE>
<CAPTION>
                                                                                  ESTIMATED #
                                      TICKER                                      OF CENTERS
            COMPANY                   SYMBOL    PRINCIPAL BUSINESS                OWNED

<S>                                   <C>       <C>                               <C>
1. US Oncology, Inc.                  USON      Medical Oncology                     72
                                                Physician Practice Management

2. Radiologix, Inc.                   RGX       Medical Oncology                     5
                                                Physician Practice Management

3. Universal Health Services, Inc.    UHS       Hospitals                            11
</TABLE>

REGULATION

GENERALLY

         The health care industry is highly regulated. There can be no assurance
that the regulatory environment in which we will operate will not change
significantly and adversely in the future. In general, regulation of health care
providers and companies is increasing.

         There are currently several federal and state initiatives designed to
amend regulations relating to the provision of health care services, the access
to health care, the cost of health care and the manner in which health care
providers are reimbursed for their services. However, it is not possible to
predict whether any such initiatives will be enacted as legislation or, if
enacted, what their form, effective dates or impact on us will be.

         Every state imposes licensing requirements on individual physicians and
on facilities and services operated by physicians. Many states require
regulatory approval, including certificates of need, before establishing certain
types of health care equipment, facilities or programs. Although subject to
regulation and regulatory oversight by various state licensing bodies, the
management services agreements that we execute with physicians currently do not
require any health care regulatory approval. However, in connection with the
expansion of existing operations and the entry into new markets, we (or our
affiliated physician groups) may become subject to additional regulation.

FEE-SPLITTING; CORPORATE PRACTICE OF MEDICINE

         The laws of many states prohibit physicians from splitting professional
fees with non-physicians and prohibit non-physician entities, such as us, from
practicing medicine and from employing physicians to practice medicine. These
laws and their interpretations vary from state to state and are enforced by
regulatory authorities with broad discretion. We will not employ physicians to
practice medicine, represent to the public that we offer medical services or
control the practice of medicine through ownership of our radiation therapy
centers or any management services rendered. Accordingly, we believe that we
will not be in violation of applicable state laws prohibiting treatment or other
medical decision making. However, because the laws governing the corporate
practice of medicine and fee-splitting vary from state to state, expansion of
our operations to a state with strict corporate practice of medicine laws may
require us to modify our operations with respect to one or more radiation
therapy centers, which may have adverse consequences on us. Further, there can
be no assurance that our arrangements will not be successfully challenged as
constituting the unauthorized practice of medicine or that certain provisions of
our agreements will be found to be unenforceable.



                                       11
<PAGE>

VALIDITY OF CERTAIN PHYSICIAN MANAGEMENT CONTRACTS

         Federal law prohibits the offer, payment, solicitation or receipt of
any form of remuneration in return for the referral of Medicare, Medicaid or
state health program patients or patient care opportunities, or in return for
the purchase, lease or order of any item or service that is covered by Medicare,
Medicaid or a state health program. Pursuant to this law, the federal government
has recently announced a policy of increased scrutiny of joint ventures and
other transactions among health care providers in an effort to reduce potential
illegal remuneration schemes and other fraud and abuse relating to Medicare and
Medicaid programs. The applicability of federal fraud and abuse provisions to
many business practices in the health care industry, including specifically the
management services agreements that we expect to execute with physician groups,
has not been subject to authoritative, judicial or regulatory interpretation.

         The federal anti-kickback statute provides criminal penalties for
individuals or entities that knowingly and willfully offer, pay, solicit or
receive remuneration in return for or to induce referrals for items or services
reimbursed under the Medicare or Medicaid programs. A number of states have also
adopted similar legislation that applies to patients not covered by Medicare or
Medicaid programs. In addition to criminal prosecution, the Social Security Act
also provides for civil monetary penalties and exclusion of violators from
participation in the Medicare or Medicaid programs.

         A violation of the federal anti-kickback statute requires several
elements: (i) the offer, payment, solicitation or receipt of remuneration; (ii)
that the remuneration be for the purpose of inducing, or in return for,
referring individuals; and (iii) the provision of items or services are subject
to payment, in whole or in part, by Medicare, Medicaid or state health programs.
The statute can also be violated if remuneration is offered, paid, solicited or
received in return for arranging or recommending the order, lease or purchase of
covered items or services. We believe that the management fees payable to us by
affiliated oncology groups will be consistent with the fair market value of our
services and will not be viewed as remuneration for referring or influencing
referrals of patients or services covered by such programs. However, given the
breadth and ambiguity of the anti-kickback statute, there can be no assurance
that federal regulators and enforcement agencies will agree with our
interpretation. In addition, there can be no assurance that we will not be
compelled to modify our business practices in material respects.

         In 1991, the Inspector General of the United States Department of
Health and Human Resources published "Safe Harbor Regulations" to establish
guidance as to which arrangements would not violate the federal anti-kickback
statute. One of the safe harbors established by the Inspector General provides
that the "remuneration" prohibited by the anti-kickback statute does not include
payments made by a principal to an agent as compensation for services, as long
as certain standards are met. The standards require: (i) a management agreement
set forth in writing and signed by the parties; (ii) the agreement to describe
the services to be provided; (iii) the term of the agreement to be a minimum of
one year; and (iv) the aggregate compensation payable over the term of the
management agreement to be set in advance and not to vary based on the volume or
value of any referral between the parties. To our knowledge, there have been no
agency interpretations or case law decisions concerning management agreements
with characteristics similar to ours that would indicate that our agreements
would not fall within this safe harbor.

PROHIBITIONS ON CERTAIN REFERRALS

         Another federal statute (the "Stark Law") prohibits a physician who has
a financial relationship with an entity from referring Medicare and Medicaid
patients to that entity for the provision of certain "designated health
services" ("DHS") including radiation therapy, outpatient prescription drugs
(including chemotherapy), radiology and clinical laboratory services. In
conjunction with our affiliated practices, our centers currently provide and
will continue to provide DHS within the meaning of the Stark Law. For this
reason, it is necessary for our operations to qualify for an exception to the
Stark Law prohibitions. Likewise, various states have adopted laws prohibiting
or limiting physician self-referral. Such state laws generally are not limited
to services provided to patients covered under Medicare, Medicaid and other
governmental health programs but rather apply to services provided to all
patients. Such state laws may vary from the Stark Law and from each other.
Depending on the scope of various state laws, it may be necessary for us to
qualify for an exception to these self-referral laws as well. While we believe
that our operations qualify for exceptions to the Stark Law and the state
self-referral laws where we operate, in light of the ambiguity of these
statutory provisions and implementing regulations, there can be no assurance
that our activities will not be challenged by state or federal regulatory
authorities or that our position will prevail if challenged.

PROHIBITIONS ON CERTAIN COMPENSATION ARRANGEMENTS

         Federal law also prohibits physician group practices from developing
compensation or bonus arrangements that are directly related to the volume or
value of referrals by a physician in the group for DHS. While there are no final


                                       12
<PAGE>

regulatory guidelines or case law interpretations concerning this provision, we
believe that the compensation arrangements of our affiliated physician groups
will be in compliance with these requirements.

REGULATORY COMPLIANCE

         We believe that health care regulations will continue to change and we
intend to regularly monitor developments in health care law. We expect to modify
our agreements and operations from time to time as the business and regulatory
environment changes. While we believe we will be able to structure all our
agreements and operations within applicable law, there can be no assurance that
our arrangements will not be successfully challenged.

TECHNOLOGICAL AND THERAPEUTIC CHANGES IN CANCER TREATMENT

         The treatment of cancer patients is subject to potentially
revolutionary change. Although radiation therapy equipment remains relatively
free of technical obsolescence since the commercial introduction in the early
1970s of the linear accelerator (which produces radiation artificially, rather
than by using the radiation emitted by natural cobalt isotopes), future
technological developments may render our equipment obsolete. Significant costs
may have to be incurred to replace or modify our existing equipment in which we
have a substantial investment. In addition, advances in other cancer treatment
methods, such as chemotherapy, surgery and immunotherapy, or in cancer
prevention techniques, may reduce demand or eliminate the need for the radiation
therapy services provided by us.

EMPLOYEES

         As of March 31, 2001, we employ approximately 124 persons. We consider
our employee relations to be satisfactory.

INSURANCE

         We (and each of our outpatient radiation therapy centers) maintain
insurance in an amount we believe will be sufficient. In addition, we require
each affiliated radiation oncologist to obtain and maintain minimum professional
liability insurance. We have obtained insurance to protect our directors and
officers against certain expenses, liabilities and losses.

PROPRIETARY RIGHTS

         Our ROSCOE(TM), ARIS(TM) and MOSCOE(TM) information systems are
protected by copyrights and trademarks. There can, however, be no assurance
these copyrights or trademarks will adequately protect us or that we will have
the financial resources to enforce any of our rights under such copyrights or
trademarks. Our inability to protect against infringement may result in injury
to any goodwill developed by our copyrights or trademarks. Moreover, our
inability to use any of our copyrights or trademarks because of successful
third-party claims could have a material adverse effect on our business,
financial condition or results of operations.

ITEM 2.  DESCRIPTION OF PROPERTY

         We operate and manage thirteen (13) treatment facilities consisting of
approximately 86,868 square feet. We also utilize approximately 25,626 square
feet consisting of our: (i) corporate headquarters in Walnut Creek California;
(ii) billing office in Oakdale, California; (iii) warehouse in Ceres,
California; and (iv) southeast regional office. We also sublease approximately
5,000 square feet in St. Augustine, Florida. We consider these properties to be
modern, well maintained and suitable for their intended purposes.

         Set forth on the chart below is certain information concerning each of
our properties.

<TABLE>
<CAPTION>
------------------------------------ ---------------------------- --------------------- ---------------------------------
                                                                  APPROXIMATE
NAME                                 LOCATION                     SQUARE FEET           OTHER
------------------------------------ ---------------------------- --------------------- ---------------------------------
<S>                                  <C>                          <C>                   <C>
Calallen Regional Cancer Center      14120 F.M. 624               7,229                 This facility is subject to a
                                     Corpus Christi, TX 78410                           $500,000 mortgage issued by one
                                                                                        of our shareholders, DVI
                                                                                        Financial Services.
------------------------------------ ---------------------------- --------------------- ---------------------------------


                                       13
<PAGE>

------------------------------------ ---------------------------- --------------------- ---------------------------------
Ceres Storage Warehouse              1310 Rockefeller Road        10,000                We lease this warehouse from a
                                     Ceres, CA 95307                                    member of our Board of
                                                                                        Directors, W. Brian Fuery.
------------------------------------ ---------------------------- --------------------- ---------------------------------
East Bay Regional Cancer             1034 A Street                8,317                 We lease this facility from a
Center                               Hayward, CA 94541                                  corporation owned by a member
                                                                                        of our Board of Directors, John
                                                                                        J. Fuery.
------------------------------------ ---------------------------- --------------------- ---------------------------------
Florida Cancer Center- Beaches       1375 Roberts Drive           5,000                 We lease this facility from a
                                     Jacksonville Beach, FL                             corporation that is partially
                                     32250                                              owned by two members of our
                                                                                        Board of Directors, Shyam B.
                                                                                        Paryani and John W. Wells.
------------------------------------ ---------------------------- --------------------- ---------------------------------
Florida Cancer Center- Orange Park   2161 Kingsley Ave.           10,000                We lease this facility from a
                                     Orange Park, FL 32073                              corporation that is partially
                                                                                        owned by two members of our
                                                                                        Board of Directors, Shyam B.
                                                                                        Paryani and John W. Wells.
------------------------------------ ---------------------------- --------------------- ---------------------------------
Florida Cancer Center -Palatka       600 Zeagler Drive            3,500                 We lease this facility from a
                                     Palatka, FL 32178                                  corporation that is partially
                                                                                        owned by two members of our
                                                                                        Board of Directors, Shyam B.
                                                                                        Paryani and John W. Wells.
------------------------------------ ---------------------------- --------------------- ---------------------------------
Florida Cancer Center - St. Johns    300 Healthpark Blvd.         7,000                 We lease this facility from a
                                     Suite 1008                                         corporation that is partially
                                     St. Augustine, FL 32086                            owned by two members of our
                                                                                        Board of Directors, Shyam B.
                                                                                        Paryani and John W. Wells.
------------------------------------ ---------------------------- --------------------- ---------------------------------
Florida Cancer Center -Wells         3599 University Blvd.        3,000                 We lease this facility from a
Complex Clinic                       Suite 1000                                         corporation that is partially
                                     Jacksonville, FL. 32245                            owned by two members of our
                                                                                        Board  of Directors, Shyam B.
                                                                                        Paryani and John W. Wells.
------------------------------------ ---------------------------- --------------------- ---------------------------------
Oakdale Corporate Office             7450 E. River Road           10,000
                                     Suite 3
                                     Oakdale, CA 94361
------------------------------------ ---------------------------- --------------------- ---------------------------------
Radiation Oncology Center of         6215 21st Ave. W.            13,000
Bradenton                            Suite B
                                     Bradenton, FL 34209
------------------------------------ ---------------------------- --------------------- ---------------------------------
St. Augustine Center                 1375 Arapaho Ave.            5,000                 We sublease this facility for
                                     St. Augustine, FL, 32086                           $1,800 per month.
------------------------------------ ---------------------------- --------------------- ---------------------------------
St. Teresa Cancer Comprehensive      4722 Quail Lake Drive        6, 857                We sublease approximately half
Center                               Stockton, CA 95207                                 the space at this facility to a
                                                                                        medical oncology group for
                                                                                        approximately $4,167 per month.
------------------------------------ ---------------------------- --------------------- ---------------------------------
Sonora Cancer Center                 1 South Forest Road          3,500                 We lease this facility from a
                                     Sonora, CA 95370                                   corporation owned by a member
                                                                                        of our Board of Directors, John
                                                                                        J. Fuery.
------------------------------------ ---------------------------- --------------------- ---------------------------------
Southeast Regional Office            3599 University Blvd. S.     3,000
                                     Suite 1000
                                     Jacksonville, FL 32245
------------------------------------ ---------------------------- --------------------- ---------------------------------


                                       14
<PAGE>

------------------------------------ ---------------------------- --------------------- ---------------------------------
Turlock Regional Cancer              105 East Tuolumne Road       2,911 of finished     We lease this facility from a
Center                               Suite 103                    space and  3,846      corporation owned by a member
                                     Turlock, CA 95682            of unfinished space.  of our Board of Directors, John
                                                                                        J. Fuery.
------------------------------------ ---------------------------- --------------------- ---------------------------------
Valley Regional Cancer               1316 Nelson Avenue           8,600                 This facility is subject to a
Patient Care Center  1               Modesto, CA 95350                                  $1,300,000 mortgage issued by
                                                                                        one of our shareholders, DVI
                                                                                        Financial Services.
------------------------------------ ---------------------------- --------------------- ---------------------------------
Valley Regional Cancer               1524 MC Henry Ave.           3,608
Patient Care Center 2                Modesto, CA 95350
------------------------------------ ---------------------------- --------------------- ---------------------------------
Walnut Creek Corporate Office        700 Ygnacio Valley Road      2,626
                                     Suite 300
                                     Walnut Creek, CA 94596
------------------------------------ ---------------------------- --------------------- ---------------------------------
</TABLE>


         All of the above transactions, with related parties, were the result of
arms length negotiations. We believe that each transaction was on terms fair to
us and at least as favorable to us as those available from unaffiliated third
parties.

ITEM 3.  LEGAL PROCEEDINGS

         We are not involved in any pending legal proceedings which in the
opinion of our management may have a material adverse effect on our operations
or financial condition.

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

         On October 30, 2000, we held a special meeting of our shareholders. At
this meeting our shareholders voted to effect a 50 to 1 reverse stock split of
all of our outstanding common stock (the "Reverse Stock Split"). The reverse
stock split was approved by the affirmative vote of the holders of 72.5% of our
outstanding shares. 48,467,245 shares of the 66,891,353 total shares outstanding
as of the record date were voted in favor of the reverse split, while 2,220,924
were voted against.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER

         Our common stock is traded on the Over the Counter (OTC) Market, under
the symbol "ONCU." The high and low closing sale prices of our common stock, as
reported by the OTC, were as follows for the quarterly periods indicated below.

                                            PRICE ($) PER SHARE
                                     ----------------------------------
                                          HIGH              LOW
                                     ---------------- -----------------
FISCAL 2000
First quarter                        0.325            0.015
Second quarter                       0.13             0.02
Third quarter                        0.03             0.009
Fourth quarter                       0.625            0.1562


FISCAL 1999
First quarter                        1.0625           0.3125
Second quarter                       0.38             0.10
Third quarter                        0.15             0.045
Fourth quarter                       0.0475           0.015


         As of December 31, 2000, there were approximately 181 holders of record
of our common stock.



                                       15
<PAGE>

         We have not declared or paid any cash dividends on our common stock.
The payment of cash dividends in the future will depend on our earnings,
financial condition, capital needs and other relevant factors. We do not intend
to pay dividends on our shares of common stock but intend to retain our earnings
for use in our business.

RECENT SALES OF UNREGISTERED SECURITIES

         In February 2000, Mitchell Hymowitz was issued 39,500 shares (as
adjusted for the Reverse Stock Split) of our common stock as compensation for
services performed. This transaction was made in reliance upon an exemption from
the registration requirements of the Act provided by Section 4(2) of the Act.

         In December 2000, we acquired (i) all of the issued and outstanding
stock of U.S. Cancer Care in exchange for 6,666,942 shares of the Company; (ii)
all of the series A preferred stock of U.S. Cancer Care in exchange for 1000
shares of our Series B Preferred Stock; and (iii) all of the series B preferred
stock of U.S. Cancer Care in exchange for 1000 shares of our Series C Preferred
Stock. This transaction was made in reliance upon an exemption from the
registration requirements of the Act provided by Section 4(2) of the Act.

         In January 2001, we acquired all of the series C preferred stock of
U.S. Cancer Care in exchange for 1000 shares of our Series D Preferred Stock.
This transaction was made in reliance upon an exemption from the registration
requirements of the Act provided by Section 4(2) of the Act.

         In January 2001, certain of the selling stockholders acquired
$4,000,000 of our Series E Preferred Stock. This transaction was made in
reliance upon an exemption from the registration requirements of the Act
provided in Regulation D promulgated under the Act.

         In January 2001, we granted Mitchell Hymowitz an option to purchase
200,000 shares of our common stock, at an exercise price equal to $.01 per
share, as compensation for services performed for and expensed to Worldwide
Equipment, Inc. and prior to the reorganization with U.S. Cancer Care. This
transaction was made in reliance upon an exemption from the registration
requirements of the Act provided by Section 4(2) of the Act.

         In January 2001, we issued John J. Fuery an option to purchase 92,300
shares of our common stock, at an exercise price equal to $.01 per share, as
compensation for services performed in connection with our reorganization with
U.S. Cancer Care. This transaction was made in reliance upon an exemption from
the registration requirements of the Act provided by Section 4(2) of the Act.

         In January 2001, we issued W. Brian Fuery an option to purchase 37,700
shares of our common stock, at an exercise price equal to $.01 per share, as
compensation for services performed in connection with our reorganization with
U.S. Cancer Care. This transaction was made in reliance upon an exemption from
the registration requirements of the Act provided by Section 4(2) of the Act.

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

RECENT DEVELOPMENTS

         Prior to December 5, 2000, we had limited assets and no operations or
revenues. Our only objective during this time was to acquire the assets or
shares of an entity actively engaged in a business that generated revenues. On
December 5, 2000, we entered into an agreement with U.S. Cancer Care, Inc., a
private company seeking the perceived advantages of combining with a public
company, whereby we acquired all of its:

o        issued and outstanding common stock, in exchange for 6,666,942 shares
         of our common stock (representing 83.08% of our outstanding common
         shares);

o        series A preferred stock in exchange for 1000 shares of our Series B
         Preferred Stock; and

o        series B preferred stock in exchange for 1000 shares of our Series C
         Preferred Stock.

         On January 17, 2001, the final stage of our reorganization with U.S.
Cancer Care was completed when we:

o        acquired our fifth outpatient facility in Jacksonville, Florida in
         exchange for 1,000 shares of our Series D Preferred Stock; and



                                       16
<PAGE>

o        received $4 million in exchange for 1,000 shares of our Series E
         Preferred Stock.


RESULTS OF OPERATIONS

         As we did not conduct substantive operations prior to the
reorganization, the following discussion reflects the results of operations of
our wholly owned subsidiary U.S. Cancer Care (which now represents our sole
business).


YEAR ENDED DECEMBER 31, 2000 AS COMPARED TO YEAR ENDED DECEMBER 31, 1999

Revenues

         Our revenues for the year ended December 31, 2000 totaled $20.0
million. As compared to the year before, our revenues increased by $3.2 million
(or 19.3%).

         A majority of our revenues come from one source, patient services. Our
net patient service revenues for the year ended December 31, 2000 totaled $19.8
million. As compared to 1999, this was an increase of $3.0 million (or 18.2%).
The increase is attributable to the inclusion in the year 2000 of: (i) $350,374
of net patient service revenues earned by our Sonora Cancer Center; (ii) $1.8
million of net patient service revenues earned by our East Bay Regional Cancer
Center; and (iii) $1.0 million of net patient service revenues earned by our St.
Teresa Cancer Comprehensive Center, which was acquired by us in June 2000.

         Our revenues for the year ended December 31, 2000 from all other
sources totaled $239,115. As compared to 1999, our revenues from all other
sources increased by $195,055. This increase is attributable to our inclusion of
management fees that we receive in accordance with our partnership agreement
with Lucas Medical Systems, Inc. Through this agreement, we provide the services
of our mobile scanner to two hospitals and our centers in Jacksonville. We
entered into this partnership agreement in November 2000 and, in accordance with
the terms of the agreement, we have an 80% ownership interest in the
partnership.

Operating Expenses

         Our operating expenses for the year ended December 31, 2000 totaled
$18.9 million. As compared to the year ended December 31, 1999, our operating
expenses increased by $3.6 million (or 23.7%).

         Our operating expenses consist of: (i) salary and benefits; (ii)
medical supplies and services; (iii) general and administrative expenses; and
(iv) depreciation and amortization. Set forth on the chart below is the
percentage of our revenues consumed by certain of our operating expenses.


                                        PERCENTAGE OF OUR   PERCENTAGE OF OUR
EXPENSES                                2000 REVENUES       1999 REVENUES
--------                                -------------       -------------
1.  Salary and benefits                 27%                 31%
2.  Medical supplies and services       23%                 20%
3.  General and administrative expense  24%                 28%
4.  Depreciation and amortization       11%                 12%


         The salaries and benefits portion of our operating expenses totaled
$5.6 million for the year ended December 31, 2000. As compared to 1999, our
expenses for salaries and benefits increased by $0.4 million (or 7.7%). This
increase is attributable to a $424,240 increase in expenses for salaries and
benefits at our East Bay Regional Cancer Center and $198,135 increase at our St.
Teresa Cancer Comprehensive Center.

         Our expenses for medical supplies and services totaled $4.8 million for
the year ended December 31, 2000. As compared to 1999, our expenses for medical
supplies and services increased by $1.4 million (or 41.1%). The increase is
primarily due to the opening of centers in Hayward and Stockton, which incurred
expenses for medical supplies and services of $530,429 and $227,586
respectively.

         Our general and administrative expenses totaled $4.9 million for the
year ended December 31, 2000. As compared to 1999, our general and
administrative expenses increased by $0.2 million (or 4.3%). This increase is

                                       17
<PAGE>

attributable to cost reductions effectuated by us in 2000, including: (i)
relocating our accounting office, (ii) closing one of our executive offices, and
(iii) combining administrative functions as a result of the reorganization.

         We recorded an expense of $1.4 million for the year ended December 31,
2000 to recognize the non-cash compensation expense relating to stock options
granted to two directors at exercise prices below fair market value.

         Depreciation and amortization totaled $2.2 million for the year ended
December 31, 2000. As compared to 1999, this was an increase of $0.2 million (or
10%) attributable to the acquisition of new equipment at our FL Cancer Center
-Orange Park, FL Cancer Center -Palatka, St. Teresa Comprehensive Cancer Center
and East Bay Regional Cancer Center.

Income from Operations

         The amount of income generated by our operations totaled $1.2 million.
As compared to 1999, our income from operations decreased by $379,906 (or
24.8%). This decrease is attributable to the expense for non-cash compensation
expenses, reduced by an increase in our revenues and a reduction in our general
and administrative costs.

Other Expenses

         Our net other expenses totaled $2.5 million for the fiscal year ended
December 31, 2000. As compared to 1999, our net other expenses increased by $0.3
million (or 13.6%).

         The largest portion of our net other expenses is interest expense. Our
interest expense for the fiscal year ended December 31, 2000 totaled $2.2
million. As compared to 1999, this represents an increase of $0.2 million (or
10%) which is attributable to an increase in our average debt outstanding.

Income Tax Benefit

         We realized an income tax benefit of $0.4 million for the fiscal year
ended December 31, 2000. We did this through an increase in our deferred tax
asset arising from our ability to use certain net operating losses to offset
deferred tax liabilities, as well as, future taxable income.

Net Loss Generally and Net Loss Attributable to Holders of Our Common Stock

         For the year ended December 31, 1999, we reported a net loss of $0.9
million. For the year ended December 31, 2000, we reported net loss of $1.3
million. This change in the results of our business operations is attributable
to the expense for non-cash compensation expenses, reduced by an increase in our
revenues and a reduction in our general and administrative costs.

         Net loss attributable to holders of our common stock amounted to $2.4
million or $.30 per common share for the year ended December 31, 2000. The net
loss attributable to our common stock reflects an additional $1.1 million charge
resulting from accrued cumulative preferred stock dividends of $575,000 and
imputed non-cash preferred stock dividends of $558,007 arising from the
amortization of discounts on preferred stock.

YEAR ENDED DECEMBER 31, 1999 AS COMPARED TO YEAR ENDED DECEMBER 31,1998

Revenues

         Our revenues for the year ended December 31, 1999 totaled $16.8
million. As compared to the year ended December 31, 1998, our revenues increased
by $7.8 million (or 86.7%).

         Our net patient service revenues for the year ended December 31, 1999
totaled $16.7 million and our revenues from all other sources totaled $0.04
million. As compared to 1998, our net patient service revenues increased by $7.1
million (or 79.8%) and our revenues from all other sources increased by 0.7
million (or 700%). The increase is attributable to the inclusion of a full year
of operations at each of our Florida centers, which collectively had revenues of
$6.5 million; and nine (9) months of operations at our oncology center in Texas,
which had revenues of $1.0 million. In 1998, due to acquisitions consummated
during the year, we were only able to report revenues for seven (7) months of
operations in Northern California and two (2) months of operations in Florida.



                                       18
<PAGE>


Operating Expenses

         Our operating expenses for the year ended December 31, 1999 totaled
$15.2 million. As compared to the year before, our operating expenses increased
by $6.1 million (or 67%).

         As noted above, our operating expenses consist of: (i) salary and
benefits; (ii) medical supplies and services; (iii) general and administrative
expenses; and (iv) depreciation and amortization. Set forth on the chart below
is the percentage of our revenues consumed by certain of our operating expenses.


                                           PERCENTAGE OF OUR   PERCENTAGE OF OUR
EXPENSES                                   1999 REVENUES       1998 REVENUES
--------                                   -------------       -------------
1.  Salary and benefits                    31%                 34%
2.  Medical supplies and services          20%                 21%
3.  General and administrative expense     28%                 35%
4.  Depreciation and amortization          12%                 6%


         The salaries and benefits portion of our operating expenses totaled
$5.2 million for the year ended December 31, 1999. As compared to 1998, our
expenses for salaries and benefits increased by $2.1 million (or 67.7%). This
increase is attributable to the inclusion of a full year of operations at each
of our Florida centers, which collectively incurred expenses of $461,722 for
salaries and benefits; and nine (9) months of operations at our oncology center
in Texas, which incurred expenses of $237,791 for salaries and benefits. In
addition, administrative expenses associated with salaries and benefits
increased by an aggregate of $1,022,186.

         Our expenses for medical supplies and services totaled $3.4 million for
the year ended December 31, 1999. As compared to 1998, our expenses for medical
supplies and services increased by $1.5 million (or 78.9%). This increase is
attributable to the inclusion of a full year of operations at each of our
Florida centers, which collectively incurred expenses of $1.4 million for
medical supplies and services; and nine (9) months of operations at our oncology
center in Texas, which incurred expenses of $248,335 for this purpose.

         Our general and administrative expenses totaled $4.7 million in 1999,
an increase of $1.5 million (or 46.9%) as compared to 1998. The increase in
general and administrative expenses is attributable to the inclusion of a full
year of operations at our centers in Florida and nine (9) months of operations
at our oncology center in Texas.

         Depreciation and amortization totaled $2.0 million for the year ended
December 31, 1999, an increase of $1.1 million (or 122.2%) from the year ended
December 31, 1998. This increase is attributable to the acquisition of new
equipment as well as a full year of operations in 1999.

Income from Operations

         The amount of income generated by our operations totaled $1.5 million.
Our income from operations increased by $1.6 million as compared to our loss
from operations of $0.1 million the year before. This increase is attributable
to the inclusion of a full year of operations at our centers in Florida (which
generated income of $1.1 million) and nine (9) months of operations at our
oncology center in Texas (which generated income of $168,556).

Other Expenses

         Our net other expenses totaled $2.2 million for the fiscal year ended
December 31, 1999. As compared to 1998, our net other expenses increased by $1.2
million (or 120%).

         The largest portion of our net other expenses is interest expense. Our
interest expense for the fiscal year ended December 31, 1999 totaled $2.0
million. As compared to 1998, this represents an increase of $1.0 million (or
100%). This increase is attributable to an increase in our average debt
outstanding, as well as, the inclusion of a full year of operations.

Net Income Generally and Net Income Attributable to Holders of Our Common Stock

         For the year ended December 31, 1998, we reported a net loss of $1.2
million. For the year ended December 31, 1999, we reported a net loss of $0.9
million. The decrease in net loss relates to the increase in our total revenues
and our ability to manage operating expenses.



                                       19
<PAGE>

         Net loss attributable to holders of our common stock amounted to $(2.5
million) or $(.31) per common share for the year ended December 31, 1999. The
net loss attributable to our common stock reflects an additional $1.6 million
charge resulting from accrued cumulative preferred stock dividends of $460,000
and imputed non-cash preferred stock dividends of $1.1 million arising from the
amortization of discounts on preferred stock.

LIQUIDITY AND CAPITAL RESOURCES

         In the past year, we have instituted a plan to reduce our outstanding
debt and to improve our financial condition. As a result, we have undertaken
various initiatives to raise cash, improve our cash flow and reduce our debt
obligations.

         As part of our plan, in December 2000, we:

         o        converted $3,050,000 of promissory notes to 1,525,000 shares
                  of our common stock; and

         o        converted redeemable common stock of U.S. Cancer Care with a
                  value of $2.37 million to 790,000 shares of our common stock.

         In January 2001, we:

         o        received $4.0 million in exchange for 1,000 shares of our
                  Series E Preferred Stock, which is convertible into our common
                  stock at $1.30 per share;

         o        received $1.5 million of secured debt from DVI Financial
                  Services, Inc; and

         o        acquired our fifth outpatient facility in Jacksonville,
                  Florida, valued at $2.5 million, in exchange for 1,000 shares
                  of our Series D Preferred Stock, convertible into our common
                  stock at $1.30 per share.

Indebtedness

         Our long-term debt consists of the following:

<TABLE>
<CAPTION>
<S>                                                                                                  <C>
Notes payable, bearing interest at 8.8% to 12.35%, maturing between 2001 and 2019                    $     15,678,807
Notes payable to related parties, bearing interest at 6% to 9%, maturing 2006                                 877,698
Convertible promissory notes to two of our directors, bearing interest at 6%, repaid in January 2001        1,483,488
Convertible promissory notes, bearing interest at 10%, maturing 2001                                          150,000
                                                                                                     ----------------
Total                                                                                                      18,189,993
Less: Current Maturities                                                                                    4,987,316
                                                                                                     ----------------
                                                                                                     $     13,202,677
                                                                                                     ================
</TABLE>

         We have entered into an agreement with DVI Financial Services, Inc. to
provide us with a revolving line of credit, which expires each December 31st but
is renewable each December 31st for a one-year term. The maximum amount
available under this credit facility is $3,200,000, with advances limited to
eighty-five percent (85%) of eligible accounts receivable. Borrowings under the
line of credit bear interest at a rate that ranges between 2% to 2.25% over the
prime lending rate. Our obligations under the credit facility are collateralized
through a grant of a first security interest in the accounts receivable of
several of our treatment centers. Our agreement with DVI Financial Services,
Inc. contains customary affirmative and negative covenants. Borrowings under
this credit facility are used to fund working capital needs and to fund the
development of new centers. At December 31, 2000, we had $2,602,188 of
borrowings under this credit facility and were in compliance with all covenant
provisions of this credit agreement.

CASH AND CASH EQUIVALENTS

         For the years ended December 31, 1999 and 2000 we had: (i) cash and
cash equivalents of approximately $25,000 and $51,000, respectively; and (ii)
working capital deficits of $8.3 million and $6.0 million, respectively.

         For the year ended December 31, 2000, net cash generated by our
operations totaled $2.1 million. Our net cash consists of: (i) net loss of $1.3
million, and (ii) non-cash and operating asset and liability adjustments of $3.4
million. Our investing activities utilized $5.2 million of our cash, $4.9
million of which was used for the purchases of property and equipment. Net cash
generated from our financing activities amounted to $3.1 million. This amount
consists of $5.0 million in proceeds received from long-term debt compared to
repayments of long-term debt of $2.4 million. Net proceeds from short-term
borrowing amounted to $0.8 million.



                                       20
<PAGE>

         For the twelve months ending December 31, 2001, we expect that we will
need approximately $2,000,000 to acquire or upgrade certain of our assets.
Historically, we have financed these discretionary capital expenditures through
the sale of equity securities and loans from third party lenders. For the period
ended December 31, 2001, we plan to secure financing from third-party lenders to
fund these discretionary capital expenditures. We do not intend on using our
cash to fund these expenditures. While we will attempt to obtain sufficient
financing, there can be no assurance that we will be able to do so on favorable
terms, if at all. If such financing is not available, we will defer making these
expenditures--which principally comprise of equipment upgrades or replacements.

         The continued growth of our business, including the acquisition or
development of new facilities, will require substantial cash resources and will
have an impact on our liquidity. We believe that cash to be provided by our
operating activities will enable us to meet the anticipated cash requirements of
our operations for the next twelve months. However, certain of our stockholders
(i.e., Akiva Merchant Group, Inc., CRC Partners Ltd. and Howard Kaufman) have
the right to require us to purchase an aggregate of 445,000 shares of their
common shares at $2.00 per share. This right is exercisable for a six-month
period, commencing on December 1, 2001 and ending on June 1, 2002. If we were
required to purchase a substantial amount of these shares, we may have to secure
additional financing to do so. There is no assurance that such additional
financing will be available on satisfactory terms, if at all.


OTHER FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

Our operating results are subject to seasonal fluctuations.

         Due to seasonal variations in population, a significant portion of our
radiation therapy centers, particularly those in the state of Florida and Texas,
are subject to fluctuations. Population levels increase during the winter months
in these locations and the demand for radiation therapy during these months also
increases. As a result, we have historically experienced, and expect to continue
to experience, quarterly fluctuations in net service revenues and net income,
with higher amounts in the first and fourth quarters. We have a high level of
fixed operating costs which cannot be reduced at times of lower demand.
Fluctuations in seasonal demand for radiation therapy may, therefore, affect our
quarterly results. In addition, results for a given period may be affected by
expenses associated with the opening or acquisition of additional centers in
that or prior periods. Results of operations for any quarter are not necessarily
indicative of results of operations for any future period or for a full year.

We are subject to health care regulations.

         Recent statutory changes affecting the Medicare and Medicaid programs,
including provisions enacted as part of the Balanced Budget Act of 1997 that are
intended to reduce overall Medicare and Medicaid expenditures and that permit
states greater flexibility in the administration of their Medicaid programs, may
affect our anticipated performance.

Reductions in third party reimbursement may adversely affect our net revenues
and net income.

         Health care providers typically bill various third party payors, such
as governmental programs (e.g., Medicare and Medicaid), private insurance plans
and managed care plans, for the health care services provided to their patients.
These third party payors are increasingly negotiating the prices charged for
medical services, pharmaceuticals and other supplies, with the goal of lowering
reimbursement and utilization rates. Third party payors can also deny
reimbursement for medical services, pharmaceuticals and other supplies if they
determine that a treatment was not performed in accordance with treatment
protocols established by such payors or for other reasons. Changes in
reimbursement policies of third-party payors, particularly to the extent that
any such changes affect reimbursement for radiation therapy services, will
affect our net revenues and net income.

         In addition, rates paid by non-governmental insurers, including those
which provide Medicare supplemental insurance, are based on established
physician radiation therapy and hospital charges, and are generally higher than
Medicare payment rates. Any decrease in the number of our patients covered by
private insurance will affect our net revenues and net income.

ITEM 7.  FINANCIAL STATEMENTS

         The following consolidated financial statements of the Company and its
subsidiaries are filed on the pages listed below, as part of Part II, Item 7.



                                       21
<PAGE>


Report of Independent Auditors                                       F-1

Consolidated Balance Sheet as of December 31, 2000                   F-2 - F-3

Consolidated Statements of Operations for the years ended
December 31, 2000 and 1999                                           F-4

Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2000 and 1999                                           F-5

Consolidated Statements of Cash Flows for the years ended
December 31, 2000 and 1999                                           F-6 - F-7

Notes to Consolidated Financial Statements                           F-8 - F-26


                               . . . . . . . . . .


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

         On February 21, 2000, Mitchell Hymowitz, who at the time was the sole
member of our board of directors, dismissed Moore Stephens, P.C. as our
independent auditor and engaged Paritz & Company, P.A. The decision to dismiss
Moore Stephens was based solely on a decision to reduce expenses. At the time,
we had limited operations and did not want to incur the expense of a larger firm
such as Moore Stephens. There were no disagreements with Moore Stephens on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure. In addition, none of the audit reports provided by
Moore Stephens contained an adverse opinion, or disclaimer of opinion, or was
modified as to uncertainty, audit scope or accounting principles. A letter from
Moore Stephens confirming the statements in this paragraph was filed on July 17,
2001 with the Commission as part of our registration statement on Form SB-2.

         On January 16, 2001, we dismissed Paritz & Company as our independent
auditor and retained Moore Stephens to audit our financial statements for the
year ended December 31, 2000. Our decision to dismiss Paritz & Company followed
our reorganization with U.S. Cancer Care. As we had limited operations prior to
the reorganization and the operations of our wholly owned subsidiary U.S. Cancer
Care were significant, our board of directors felt that it was appropriate to
engage U.S. Cancer Care's independent auditor, a larger accounting firm (i.e.,
Moore Stephens), as our new independent auditor.

         There were no disagreements with Paritz & Company. Paritz & Company's
audit reports on our financial statements for the years ended August 31, 2000
and August 31, 1999 were included in our Annual Report on Form 10-KSB and in our
Registration Statement on Form 10-SB which were respectively filed on December
12, 2000 and on June 13, 2000. Neither of these audit reports contained an
adverse opinion or disclaimer of opinion, or were modified as to uncertainty,
audit scope or accounting principles. A letter from Paritz & Company, P.A.
confirming the statements in this paragraph was filed with the Commission as
part of our current report on Form 8-K disclosing the change of accountants.

         Prior to our engagement of Moore Stephens, there were no consultations
between us and Moore Stephens relating to disagreements with Paritz & Company,
how accounting principles would be applied by Moore Stephens to a specific
transaction or the type of opinion that Moore Stephens might render.

                                    PART III

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

         The following table sets forth certain information regarding the
Company's executive officers and directors:

NAME                      AGE  POSITION
----                      ---  --------
Shyam B. Paryani, MD       45  Chairman of the Board of Directors
Jeffrey A. Goffman         42  Chief Executive Officer, Secretary and Director
W. Brian Fuery             40  Vice Chairman of the Board of Directors


                                       22
<PAGE>

Richard W. Padelford       38  President and Chief Operating Officer
Randy C. Sklar             46  Executive Vice President and  Chief
                               Development Officer
Douglas McBride            37  Vice President and Chief Information Officer
Charles J. Jacobson        61  Director of Managed Care Contracting and Director
John J. Fuery, MD          76  Director
Stanley A. Trotman, Jr.    54  Director
Gordon C. Rausser, Ph.D.   55  Director
John Zeeman                72  Director
John W. Wells, Jr., M.D.   46  Director

SHYAM B. PARYANI, MD. Mr. Paryani, MD is the Chairman of our Board of Directors.
Dr. Paryani is Board-Certified in radiation oncology and is currently the
Director of Radiation Oncology at Memorial Hospital in Jacksonville, Williams
Cancer Center, and Co-Director of Radiation Oncology at Baptist Medical Center,
FCC-Wells, FCC-Northside, FCC-St. Johns, FCC-Orange Park, and FCC-Palatka. Dr.
Paryani received his undergraduate and medical degrees from the University of
Florida, Gainesville. He received his radiation oncology training at Stanford
University. Dr. Paryani also serves on the Board of Directors of the Baptist
Health Foundation, the American Cancer Society, the Memorial Hospital Medical
Board and the Northeast Hospice Acquanimatas Board.

JEFFREY A. GOFFMAN. Mr. Goffman is our Chief Executive Officer and Secretary.
Mr. Goffman was the founder of U.S. Diagnostic, Inc. ("USD"), a leading provider
and consolidator of outpatient diagnostic imaging facilities. From its inception
in June 1993 until 1997, Mr. Goffman served as USD's Chairman and Chief
Executive Officer. Mr. Goffman was also one of the founding partners of Goffman
and Associates, Certified Public Accountants, PC, an accounting firm in New
York; and from 1988 to 1992, served as managing partner of that firm and
remained a partner until 1994. Mr. Goffman is an inactive Certified Public
Accountant licensed in New York and Florida and holds a degree in Accounting
from the University of Hartford. Mr. Goffman is a member of the American
Institute of Certified Public Accountants. Mr. Goffman also serves on the Board
of Directors of Affiliated PET Systems, LLC, a private company that provides PET
services in the Washington D.C. area.

         According to the SEC, during Mr. Goffman's tenure as Chief Executive
Officer of USD, the company, relying upon advice of counsel, allegedly failed to
disclose the background of a consultant to the company. In December 2000, USD
and Mr. Goffman, without admitting or denying the allegations, settled this
matter with the SEC by agreeing to a consent order pursuant to Section 8 A of
the Securities Act and 21 C of the Exchange Act in which each agreed to cease
and desist from committing or causing any violation and any future violation of
Section 17(a)(2) and (a)(3) of the Securities Act and from causing any violation
and any future violation of Sections 13(a) and 14(a) of the Exchange Act.

W. BRIAN FUERY. Mr. Fuery is Vice Chairman of our Board of Directors. Mr. Fuery
has substantial experience in all financial and non-medical aspects of cancer
care, especially managed care contracting. Mr. Fuery was Chief Executive Officer
of U.S. Cancer Care, from 1990 to November 2000. During that tenure, Mr. Fuery
established our existing radiation oncology network in Northern California which
now consists of nine offices and four-outpatient radiation therapy treatment
centers. Mr. Fuery is a licensed Certified Public Accountant. In 1986, Mr. Fuery
began his own tax practice and managed, on a part-time basis, the small
operations of U.S. Cancer Care. As the opportunities in healthcare increased, he
sold his tax practice in 1988 and began working for U.S. Cancer Care full-time.
Prior to 1986, Mr. Fuery was employed by Price Waterhouse Coopers. Mr. Fuery
holds a Bachelor of Science degree in Accounting and Information Sciences from
California State University, Hayward.

RICHARD W. PADELFORD. Mr. Padelford is our President and Chief Operating
Officer. Mr. Padelford has been with U.S. Cancer Care since 1991, managing the
operations of its regional network in California. Prior to joining U.S. Cancer
Care, Mr. Padelford directed the implementation of telecommunication products
for Pacific Bell & Telephone Co. He was integrally involved in the deregulation
of the long-distance market and worked closely with Bellcore Laboratories on the
creation of new information system management tools. Mr. Padelford holds a MBA
from Golden Gate University, San Francisco, and a Bachelor of Arts degree in
Economics from California State University, Hayward. Mr. Padelford developed our
proprietary information systems (including ROSCOE(TM)) and integrated them with
commercial computer and telecommunications technologies to enhance our network
communication and efficiency. Additionally, Mr. Padelford provides billing
consulting and information systems to radiation oncologists.

RANDY C. SKLAR. Mr. Sklar is our Executive Vice President and Chief Development
Officer. Mr. Sklar was the Executive Vice President of Business Development of
USD from July 1996 to June 1998. From 1992 to July 1996, Mr. Sklar held the same
position at MediTek Health Corporation, a wholly owned subsidiary of HEICO, Inc.
While at


                                       23
<PAGE>


MediTek, he concurrently held the position of Vice President with MediTek
Therapy Inc., a wholly owned subsidiary of MediTek, which distributed physical
therapy equipment, where he was responsible for sales and marketing. His
introduction to the healthcare industry came when he served as Regional Manager
for Baxter Health Care. Prior to such time, he was primarily involved in
commercial lending with U.S. Leasing Corporation as an Area Manager, and Sanwa
Bank as an Account Officer. Mr. Sklar holds a degree in Finance from Rider
University.

DOUGLAS MCBRIDE. Mr. McBride is our Vice President and Chief Information
Officer. Mr. McBride has over thirteen years of experience managing all aspects
of Information Systems, including architecture planning and design, and all
aspects of designing, implementing and managing IS systems, applications and
networks. Mr. McBride's experience also encompasses the spectrum of management
for legacy systems and legacy integration, mini-servers, and full client/server
implementations. Prior to joining U.S. Cancer Care in May 1998, Mr. McBride held
managerial positions of increasing responsibility in Information Systems at
Southwestern Bell from April 1997 to May 1998 and at Pacific Bell from 1986 to
1996. Mr. McBride has a Bachelor of Science degree from the University of
California, Berkeley.

CHARLES J. JACOBSON. Mr. Jacobson is a member of our Board of Directors and our
Director of Managed Care Contracting. Mr. Jacobson was the Director of New
Business Development for Hospital Affiliates, Inc., from 1972 to 1980. From 1980
to 1983, he served on the development team of CIGNA Healthcare in the state of
Florida. Since 1983, Mr. Jacobson has been the Chairman and Chief Executive
Officer of Jacobson Consulting, Inc., a diversified healthcare consulting firm
and third party administrator. He also served on the Board of Directors of St.
John's River Rural Health Network and Provider Network Management Corporation,
both of which are management service organizations serving physician groups in
the southeastern United States, and U.S. Diagnostic Equity Partners, a joint
venture between Phycor, Inc. and USD. Mr. Jacobson currently serves as a
director of Diversified Therapy Corporation, a national network of clinical
wound care centers, Pricare Management Services Corporation, a physician
management company, and Chiro Alliance Corp., a Florida based chiropractic IPA.
Mr. Jacobson holds a Bachelor of Science degree from Christian Brothers
University and an MBA from De Paul University, Graduate School of Business.

STANLEY A. TROTMAN, JR. Mr. Trotman is a member of our Board of Directors. From
March 1995 to January 2001, Mr. Trotman served as the Managing Director of the
healthcare group at Paine Webber Inc., an investment banking firm. From April
1990 to March 1995, Mr. Trotman was a co-director of Kidder Peabody & Company's
healthcare group. Formerly, he was head of the healthcare group at Drexel
Burnham Lambert, Inc., where he was employed for approximately 22 years. Mr.
Trotman is a director of American Shared Hospital Services, Inc. He received his
undergraduate degree from Yale University in 1965; and in 1967 received his MBA
from Columbia Business School.

GORDON C. RAUSSER, PH.D. Mr. Rausser is a member of our Board of Directors. For
more than eight years, Dr. Rausser has been a principal and director at the Law
and Economics Consulting Group, Inc., an economics consulting group that
provides consulting and litigation support services to primarily Fortune 500
companies. He is Chairman of the Board of TriColor Line, Inc., a commercial real
estate and export/import company, with offices in San Francisco, London and
Prague. Since 1993, Dr. Rausser has served as Dean of the College of Natural
Resources at the University of California, Berkeley and since 1986 as a Robert
Gordon Sproul Distinguished Professor. He has won fifteen national awards for
his innovative economic research and strategy analysis. He has also served as
Chairman of the Department of Agriculture Resource Economics, University of
California, Berkeley, from 1979 to 1985 and, again, from 1992 to 1994. Dr.
Rausser is also a director of LECG, Inc. Dr. Rausser, while on leave from the
University of California, Berkeley, served as Senior Economist on the Council of
Economic Advisors (1986-1987), and as Chief Economist of the Agency for
International Development. Dr. Rausser has a Bachelor of Science degree from
California State University, Fresno, and a Master of Science degree and Ph.D.
from the University of California, Davis.

JOHN H. ZEEMAN. Mr. Zeeman is a member of our Board of Directors. Since 1973,
Mr. Zeeman has served as Chairman of Mariner Financial Corporation, a financial
consulting firm which provides strategic planning and financing. Mr. Zeeman
currently serves as a member of the Board of Directors of New Horizon
Diagnostics, Inc., a company engaged in the manufacturing and sale of
proprietary biomedical products. From 1989 to 1997 Mr. Zeeman served as Chairman
of the Executive Committee of Teklicon, Inc., a high technology firm
specializing in litigation support. From 1995 to 1997 he was Chief Executive
Officer of Condyne Electronics, Inc., a company specializing in electronic
energy conservation equipment. Concurrently from 1991 to 1997, he served as a
member of the Board of Directors of HAD International SA, a leading European
remanufacturer of computer parts for IBM, Sony and others.

         From 1968 to 1973 Mr. Zeeman served as President and Chief Executive
Officer of Appolo Industries. He resigned after the company was sold, and he and
Mr. Williams McGowan organized MCI Communications, Inc. Mr. Zeeman provided the
initial funding monies and served as a Director of MCI until it's initial public
offering.



                                       24
<PAGE>

         Mr. Zeeman has served as a financial analyst and corporate finance
partner in L.F. Rothchild, Inc. and Andresen and Company, Inc. Mr. Zeeman served
as an officer in the Royal Dutch Navy and he was a graduate of its academy.

JOHN W. WELLS, JR., MD. Dr. Wells is a member of our Board of Directors. He is
also a member of the Medical Advisory Board. Dr. Wells is a Board Certified
radiation oncologist and is currently the Chief of Radiation Oncology at Orange
Park Medical Center in Jacksonville, Florida. Dr. Wells was a naval aviator in
the United States Marine Corps. Dr. Wells earned both a Bachelor and Master of
Science degree in Mathematics at Auburn University, his medical degree at the
Medical College of Georgia, and took his residency at Stanford University. Dr.
Wells is a member of the Duval County Medical Society of Clinical Oncology, and
the American Endocrine-therapy Society.

JOHN J. FUERY, MD. Dr. Fuery is a member of our Board of Directors. He is also a
member of our Medical Advisory Board. Dr. Fuery was U.S. Cancer Care's first
president and Medical Director. Dr. Fuery is Board Certified in radiation
oncology and has 23 years of clinical experience. He received his medical degree
from the University of California, San Francisco, and his Bachelor of Arts
degree from the University of California, Berkeley. Dr. Fuery received his
radiation oncology training at the University of California, San Francisco. He
is currently on the faculty as an Assistant Clinical Professor. Dr. Fuery is the
father of W. Brian Fuery.

SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors and executive officers, and persons who
own more than 10% of the outstanding shares of the Company's common stock, to
file with the SEC initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company
(collectively, "Section 16 reports") on a timely basis. Directors, executive
officers and greater than 10% stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16 reports. To the Company's
knowledge, during fiscal 2000, all Section 16(a) filing requirements applicable
to its directors, executive officers and greater than 10% beneficial owners were
complied with on a timely basis.

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth all compensation awarded to, earned by,
or paid to our Chief Executive Officer and our four other highest-paid executive
officers whose total salary and bonus for such fiscal year exceeded $100,000,
collectively referred to below as the Named Executive Officers:

<TABLE>
<CAPTION>
                                                                     LONG-TERM
                                                                     COMPENSATION AWARD
                                                                     NUMBER OF
                                                                     SECURITIES OF
                                                                     UNDERLYING OPTIONS   OTHER ANNUAL        ALL
                                        ANNUAL COMPENSATION          (2)                  COMPENSATION        OTHER COMPENSATION
                                        ---------------------------- -------------------- ------------------- ---------------------
                     FISCAL YEAR        SALARY (1)    BONUS
                     ------------------ ------------- -------------- -------------------- ------------------- ---------------------
<S>                  <C>                <C>           <C>            <C>                  <C>                 <C>
W. Brian Fuery       2000                    $200,000                         436,000                                  $12,000
                     1999                    $200,000                                                                  $12,000
                     1998                    $175,000                                                                  $12,000 (3)
Richard W.           2000                    $163,000                         290,000                                  $12,000
Padelford            1999                    $125,000                                                                  $12,000
                     1998                    $115,000                                                                  $12,000 (4)
Douglas McBride      2000                    $195,000                         180,000                                  $12,000
                     1999                    $175,000                                                                  $12,000
                     1998                    $129,000                                                                  $12,000 (5)
Jeffrey A. Goffman   2000                    $250,000 $100,000(6)             210,000              $75,000(7)          $12,000
                     1999                    $200,000                                                                  $12,000
                     1998                    $175,000                                                                  $12,000(8)
John J. Fuery, MD    2000                     $45,000                         254,000                                   $5,000
                     1999                    $150,000                                                                  $12,000
                     1998                    $125,000                                                                  $12,000(9)
Randy C. Sklar       2000                    $131,250                                                                  $12,000
                     1999                    $137,812                                                                  $12,000
                     1998                    $125,000 $50,000(10)             300,000                                  $12,000(11)


                                       25
<PAGE>

Mitchell Hymowitz    2000 (12)                $98,750
                     1999                     $61,875
                     1998                    $143,077
</TABLE>


(1)      The amount provided in the salary column includes amounts deferred by
         the named person pursuant to Section 401(k) of the Internal Revenue
         Code.

(2)      Unless noted, the value of prerequisites and other personal benefits,
         securities and other property paid to or accrued for the named
         executive officers did not exceed $50,000 for each such officer, or 10%
         of such officer's total reported salary and bonus, and thus are not
         included in the table.

(3)      The amount provided in the "All Other Compensation" column for W. Brian
         Fuery consists of: $6,000 received in 1998, 1999 and 2000 for
         auto-expenses; and $6000 received in 1998, 1999 and 2000 for premiums
         on life insurance for his benefit.

(4)      The amount provided in the "All Other Compensation" column for Mr.
         Padelford consists of: $6,000 received in 1998, 1999 and 2000 for
         auto-expenses; and $6000 received in 1998, 1999 and 2000 for premiums
         on life insurance for his benefit.

(5)      The amount provided in the "All Other Compensation" column for Mr.
         McBride consists of: $6,000 received in 1998, 1999 and 2000 for
         auto-expenses; and $6000 received in 1998, 1999 and 2000 for premiums
         on life insurance for his benefit.

(6)      Mr. Goffman received a $100,000 bonus in January 2001 in connection
         with the reorganization.

(7)      Mr. Goffman received $75,000 for relocation expenses in conjunction
         with the board's request for him to move to California

(8)      The amount provided in the "All Other Compensation" column for Mr.
         Goffman consists of: $6,000 received in 1998, 1999 and 2000 for
         auto-expenses; and $6000 received in 1998, 1999 and 2000 for premiums
         on life insurance for his benefit.

(9)      The amount provided in the "All Other Compensation" column for John J.
         Fuery consists of: $6,000 received in 1998 and 1999 for auto-expenses;
         and $6000 received in 1998 and 1999 for premiums on life insurance for
         his benefit. For the year 2000, John J. Furey received $2,500 for
         auto-expenses and $2,500 for premiums on life insurance for his
         benefit.

(10)     Pursuant to the terms of his employment agreement, Mr. Sklar received a
         $50,000 bonus upon execution of the agreement.

(11)     The amount provided in the "All Other Compensation" column for Mr.
         Sklar consists of: $6,000 received in 1998, 1999 and 2000 for
         auto-expenses; and $6000 received in 1998, 1999 and 2000 for premiums
         on life insurance for his benefit.

(12)     Mitchell Hymowitz was issued 39,500 shares (as adjusted for the Reverse
         Stock Split) of our common stock as compensation for services
         performed. The fair market value of these shares at the time they were
         issued to Mr. Hymowitz was $98,750.

         Prior to our reorganization with U.S. Cancer Care, Mitchell Hymowitz
was our President, sole Director and only salaried employee. Following the
completion of the reorganization, Mitchell Hymowitz resigned from his positions
as President and Director, effecting an immediate transition to the current
management team. Current management consists of those individuals who served as
officers and directors of U.S. Cancer Care prior to the reorganization.

OPTION GRANTS IN LAST FISCAL YEAR

         The following table sets forth each grant of stock options during the
fiscal year ended December 31, 2000 to each of the Named Executive Officers. No
stock appreciation rights were granted during such fiscal year.


                                       26
<PAGE>
<TABLE>
<CAPTION>
                               NUMBER OF          PERCENT OF TOTAL
                               SECURITIES         OPTIONS GRANTED TO
                               UNDERLYING         EMPLOYEES IN FISCAL    EXERCISE PRICE
                               OPTIONS GRANTED    2000                   ($/SHARE)              EXPIRATION DATE
                               ---------------    -------------------    --------------         -----------------
<S>                            <C>                <C>                    <C>                    <C>
W. Brian Fuery                 37,700(1)          5.09%                  $0.01                  January 22, 2011
Richard W. Padelford           150,000            20.27%                 $2.00                  September 1, 2010
Randy C. Sklar                 0
Douglas McBride                100,000            13.51%                 $2.00                  September 1, 2010
Jeffrey A. Goffman             100,000            13.51%                 $2.00                  September 1, 2010
John J. Fuery                  92,300(2)          12.47%                 $0.01
Charles J. Jacobson            0
Mitchell Hymowitz              200,000            27.02%                 $0.01                  December 5, 2005
</TABLE>

         (1) In December 2000, our Board of Directors agreed to issue W. Brain
Fuery options to purchase 37,700 shares of our common stock upon the issuance of
our Series E Preferred Stock. In January 2001 we issued our Series E Preferred
Stock.

         (2) In December 2000, our Board of Directors agreed to issue John J.
Fuery options to purchase 92,300 shares of our common stock upon the issuance of
our Series E Preferred Stock. In January 2001 we issued our Series E Preferred
Stock.

         Mr. Hymowitz was granted stock options to purchase 200,000 shares of
our common stock in connection with the reorganization.

         Options issued in accordance with the 1998 Stock Option Plan of U.S.
Cancer Care were exchanged on a one-for-one basis for options in the Company.

OPTION VALUES

         The following table sets forth for each of the Named Executive Officers
options exercised and the number and value of securities underlying unexercised
options that are held by the Named Executive Officers as of December 31, 2000.

<TABLE>
<CAPTION>
                                                            NUMBER OF SECURITIES
                                                            UNDERLYING UNEXERCISED       (1) VALUE OF UNEXERCISED
                       SHARES ACQUIRED ON                   OPTIONS AT YEAR END          IN-THE-MONEY OPTIONS AT YEAR END ($)
                       EXERCISE             VALUE REALIZED  EXERCISABLE/ UNEXERCISABLE   EXERCISABLE/ UNEXERCISABLE
                       ------------------   --------------  --------------------------   ------------------------------------
<S>                             <C>               <C>       <C>                          <C>
W. Brian Fuery                  0                 0         473,700/0                    $128,467.44/$0
Richard W. Padelford            0                 0         58,333/231,667
Randy C. Sklar                  0                 0         300,000/0                    $81,360/$0
Douglas McBride                 0                 0         39,500/140,500
Jeffrey A. Goffman              0                 0         80,833/29,167
John J. Fuery                   0                 0         346,300/0                    $93,916.56/$0
Charles J. Jacobson             0                 0         51,000/0
Mitchell Hymowitz               0                 0         200,000/0                    $54,240/$0
</TABLE>

(1)      The figure provided in this column represents the total dollar value of
         "in-the-money" unexercised options at year-end. Options are
         "in-the-money" if the fair market value of the securities underlying
         the option exceeds the exercise price of the option. The dollar value
         provided in this column, then, was calculated by determining the
         difference between the fair market value of the securities underlying
         the options at year-end and the exercise price of the options at
         year-end.



                                       27
<PAGE>

BOARD COMPENSATION

         Each non-employee member of our Board of Directors is granted options
to purchase 1,000 shares of our common stock. The purchase price will be equal
to the fair market value of our common stock on the date of grant.

         In connection with his service as the Chairman of the Board of
Directors of U.S. Cancer Care, Inc, Charles J. Jacobson received $50,000 in
1999.

         In connection with their service as members of our Board of Directors
for the year 2000, John J. Fuery, Charles J. Jacobson, Gordon C. Rausser and
Stanley Trotman earned $10,000 which will be payable in 2001.

         In connection with his service as a member of our Board of Directors
for the year 2000, W. Brian Fuery earned $5,000 which will be payable in 2001.

         In connection with the reorganization, each of Shyam B. Paryani, MD and
John H. Zeeman was granted options to purchase 50,000 shares of our common
stock, at an exercise price of $2.00 per share.

EMPLOYMENT CONTRACTS

         Mr. Goffman serves as our Chief Executive Officer pursuant to the terms
of a five-year employment agreement, as amended on September 13, 2000. Mr.
Goffman's employment agreement will terminate in four years on May 22, 2005.
Under the terms of his employment agreement, Mr. Goffman receives a base salary
of $250,000 per year which increases by at least 5% each year. In addition, Mr.
Goffman receives a bonus ranging from a minimum of $50,000 to a maximum of
$100,000. His bonus increases on a pro rata basis based upon the amount of an
investment in our common stock. Thus, to obtain the minimum bonus there must be
a $3 million investment and to obtain the maximum bonus there must be a $5
million investment. If Mr. Goffman's employment agreement is terminated by us
for any reason other than "cause," as defined in Mr. Goffman's employment
agreement, he is entitled to the following severance:

         (1)      One-sixth (1/6) of his then annual salary, plus one-sixth
                  (1/6) of any bonus paid to him or accrued for his benefit
                  within the previous twelve (12) months.

         (2)      All of his employee stock options will immediately vest and he
                  will become entitled to a cashless exercise of his employee
                  stock options. In accordance with his cashless exercise, we
                  will issue shares of our common stock with a value equal to
                  the difference between the fair market value of our shares and
                  the exercise price of the options.

         (3)      Any and all accrued vacation pay, back wages and accrued sick
                  pay; and

         (4)      Medical benefits until Mr. Goffman becomes eligible for
                  another employer's health insurance or six months, whichever
                  occurs first.

         If Mr. Goffman's employment agreement is terminated by reason of death
or long-term disability, then he is entitled to one-sixth of his then annual
base salary, plus one-sixth of any bonuses paid or accrued to the employee
within the previous 12 months.

         Under the terms of his employment agreement, Mr. Goffman received
options to purchase 200,000 shares of common stock, at an exercise price of
$2.00 per share.

         Mr. Sklar serves as our Executive Vice President and Chief Development
Officer pursuant to the terms of a five-year employment agreement, as amended on
January 1, 2000. Under the terms of his employment agreement, Mr. Sklar receives
a base salary of $125,000 per year which increases by at least 5% each year. In
addition, Mr. Sklar receives, at the close of each fiscal year, an annual bonus
equal to $5,000 for every acquisition, joint venture or new development (subject
to an annual limit of $100,000) that he actively works on. If Mr. Sklar's
employment agreement is terminated by us without "cause," as defined in his
employment agreement, then he is entitled to one-sixth (1/6) of his then annual
base salary as of the date of termination plus any unpaid or accrued bonus
compensation due.

         If Mr. Sklar's employment agreement is terminated by reason of death or
long-term disability, then he is entitled to one-sixth (1/6) of his then annual
base salary as of the date of termination plus any unpaid or accrued bonus
compensation due.



                                       28
<PAGE>

         Upon execution of his employment agreement, Mr. Sklar was given a
$50,000 bonus.

         Under the terms of his employment agreement, Mr. Sklar received options
to purchase 300,000 shares of common stock, at an exercise price of $0.01 per
share.

         Mr. Padelford serves as our Vice President and Chief Operating Officer
pursuant to the terms of a six year employment agreement, as amended on August
22, 2000. Under the terms of his employment agreement, Mr. Padelford receives a
base salary of $175,000 per year which increases by at least 5% each year. If
Mr. Padelford's employment agreement is terminated by us for any reason other
than "cause," as defined in Mr. Padelford's employment agreement, he is entitled
to one-half (1/2) of his then annual base salary; provided, however, that if we
become a publicity traded entity on Nasdaq, AMEX or NYSE and certain other
conditions are met Mr. Padelford's severance will be one-sixth (1/6) of his then
annual base salary.

         If Mr. Padelford's employment agreement is terminated by reason of
death or long-term disability, then he is entitled to one-sixth of his then
annual base salary.

         Under the terms of his employment agreement, Mr. Padelford received
options to purchase 150,000 shares of common stock, at an exercise price of
$2.00 per share.

         Mr. McBride serves as our Vice President and Chief Informational
Officer pursuant to the terms of a five-year employment agreement, as amended on
August 25, 2000. Under the terms of is employment agreement, Mr. McBride
receives a base salary of $150,000 per year which increases by at least 5% each
year. In addition, Mr. McBride is entitled to a minimum bonus of $25,000 per
year if he meets the performance criteria established by our Chief Executive
Officer and our President. If Mr. McBride's employment agreement is terminated
by us for any reason other than "cause," as defined in Mr. McBride's employment
agreement, he is entitled to one-half (1/2) of his then annual base salary;
provided, however, that if we become a publicity traded entity on Nasdaq, AMEX
or NYSE and certain other conditions are met Mr. McBride's severance will be
one-sixth (1/6) of his then annual base salary.

         If Mr. McBride's employment agreement is terminated by reason of death
or long-term disability, then he is entitled to one-sixth (1/6) of his then
annual base salary.

         Under the terms of his employment agreement, Mr. McBride received
options to purchase 150,000 shares of common stock, at an exercise price of
$2.00 per share.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table shows certain information relating to the
beneficial ownership of the Company as of March 31, 2001 of (i) each person
known to us to be the beneficial owner of more than 5% of our voting shares,
(ii) each of our directors and executive officers, and (iii) all directors and
executive officers as a group.

<TABLE>
<CAPTION>
Name and Address                       Title of      Amount and Nature        Percent of
Of Beneficial Owner (1)                Class         of Beneficial            Voting
-----------------------                -----         Ownership (2)            Stock Owned
                                                     -------------            -----------
<S>                                    <C>           <C>                      <C>
Shyam B. Paryani                       Common        422,098(3)               5.70%
                                       Preferred     320,513

Jeffrey A. Goffman                     Common        1,105,833 (4)            8.45%

Richard W. Padelford                   Common        183,333 (5)              1.40%

Randy C. Sklar                         Common        300,000 (6)              1.14%

W. Brian Fuery                         Common        1,116,533 (7)            8.28%

Stanley A. Trotman, Jr.                Common        130,400 (8)              1.00%

Gordon C. Rausser                      Common        162,500 (9)              1.25%

Charles J. Jacobson                    Common        186,000 (10)             1.42%

                                       29
<PAGE>

John J. Fuery                          Common        1,920,134                14.38%

John H. Zeeman                         Common        0

John W. Wells, Jr.                     Common        129,634                  3.46%
                                       Preferred     320,513

Douglas McBride                        Common        39,500 (11)              0.30%

DVI Financial Services, Inc.           Common        1,698,575 (12)           11.92%
5355 Town Center Road
Boca Raton, FL 33486

Mercurius Beleggingsmaatschappij BV    Preferred     769,231                  5.91%
Akerstraat 126
6417 BR Heerlen
Netherlands

Avanti BV                              Preferred     769,231                  5.91%
Akerstraat 126
6417 AG Heerlen
Netherlands

Alpine Venture Capital Partners, LP    Preferred     1,538,462                11.83%
515 North Flagler Drive, Suite 1200
West Palm Beach, FL 33401

Officers and Directors as a Group      Common        5,545,965                43.27%
                                       Preferred     641,026
</TABLE>

         We believe, based on information provided by these persons, that the
persons listed have sole voting and investment power with respect to all shares
shown as beneficially owned by them. Furthermore, information presented in this
table and related notes have been obtained from the beneficial owner or from
reports filed by the beneficial owner with the SEC under Section 13 of the
Exchange Act.

(1)      Unless otherwise indicated, the address of all persons listed is c/o
         U.S. Cancer Care, 700 Ygnacio Valley Road, Suite No. 300, Walnut Creek,
         CA 94596.

(2)      Common Stock includes shares (i) underlying options and warrants
         currently exercisable or exercisable within 60 days of February 15,
         2001, and/or (ii) issuable upon conversion of non-voting Preferred
         Stock currently convertible or convertible within 60 days of February
         15, 2001, which are deemed outstanding for the purpose of computing the
         amount of shares owned by, and percentage ownership of, the person
         holding the options or warrants, but are not deemed outstanding for the
         purpose of computing the percentage ownership of any other person.

         The listed number of Preferred Stock shares reflects the number of
         votes to which the person holding such shares is entitled, not the
         actual number of shares owned.

(3)      Includes the beneficial ownership of an aggregate of 21,000 shares of
         our common stock issuable upon the exercise of certain stock options.

(4)      Includes the beneficial ownership of an aggregate of 70,833 shares of
         our common stock issuable upon the exercise of certain stock options
         and 10,000 shares of our common stock issuable upon the exercise of
         certain warrants.

(5)      Includes the beneficial ownership of an aggregate of 58,333 shares of
         our common stock issuable upon the exercise of certain stock options.

(6)      Includes the beneficial ownership of an aggregate of 300,000 shares of
         our common stock issuable upon the exercise of certain stock options.



                                       30
<PAGE>

(7)      Includes the beneficial ownership of an aggregate of 444,700 shares of
         our common stock issuable upon the exercise of certain stock options
         and 29,000 shares of our common stock issuable upon the exercise of
         certain warrants.

(8)      Includes the beneficial ownership of an aggregate of 27,000 shares of
         our common stock issuable upon the exercise of certain stock options.

(9)      Includes the beneficial ownership of an aggregate of 25,000 shares of
         our common stock issuable upon the exercise of certain stock options
         and 10,000 shares of our common stock issuable upon the exercise of
         certain warrants.

(10)     Includes the beneficial ownership of an aggregate of 51,000 shares of
         our common stock issuable upon the exercise of certain stock options
         and 10,000 shares of our common stock issuable upon the exercise of
         certain warrants.

(11)     Includes the beneficial ownership of an aggregate of 39,500 shares of
         our common stock issuable upon the exercise of certain currently
         exercisable stock options.

(12)     Includes the beneficial ownership of an aggregate of 1,250,000 shares
         of our common stock issuable upon the conversion of our Series B
         Preferred Stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

         In May 1998, Richard W. Padelford, our President and Chief Operating
Officer, sold the royalty rights to the ROSCOE(TM) software system to U.S.
Cancer Care in exchange for 100,000 shares of U.S. Cancer Care common stock,
having an estimated fair value at the time of $.50 per share, or $50,000. In
July 1998, U.S. Cancer Care purchased the royalty rights to sell ROSCOE(TM)
software to non-affiliated entities in exchange for 25,000 shares of U.S. Cancer
Care common stock, having an estimated fair value at the time of $.50 per share,
or $12,500. These shares converted into our common stock on a one-for-one basis
in accordance with the reorganization.

         In April 2000, we retained Continuum Capital Partners, Inc. to serve as
a general advisor and investment banking consultant. As partial compensation for
services performed in connection with the reorganization, Continuum Capital
Partners, Inc. was granted 330,000 shares of our common stock. In addition,
Continuum Capital Partners, Inc. was granted warrants to purchase 307,692 shares
of our common stock at an exercise price equal to the fair market value of our
common stock on the date of exercise. These warrants were also granted as
partial compensation for services performed in connection with the
reorganization. Continuum Capital Partners, Inc. is a shareholder in our
company.

         In April 2000, U.S. Cancer Care entered into a partnership agreement
with US Cancer Management Corporation, a corporation wholly owned by W. Brian
Fuery, a member of our Board of Directors. The name of the partnership is
USCMC-USCC Partnership and it was formed for the purpose of developing and
building outpatient radiation therapy centers in Northern California to service
Kaiser Permanente's members. Pursuant to the terms of this partnership
agreement, all profits realized by the partnership are distributed 51% to U.S.
Cancer Management Corporation and 49% to U.S. Cancer Care. In addition, the
partnership agreement requires U.S. Cancer Care to provide or obtain financing
for the development of centers new centers. If U.S. Cancer Care fails to provide
or obtain the required financing, its equity interest in the partnership will
automatically (and irrevocably) drop from 49% to 5%.

         In August 2000, we assigned our right to provide radiation oncology
services to Kaiser Permanente's members in San Rafael, Santa Rosa and other
areas of Northern California to USCMC-USCC Partnership. We own 49% of USCMC-USCC
Partnership through our wholly owned subsidiary U.S. Cancer Care.

         In December 2000, we issued a $123,511 promissory note to the Chairman
of our Board of Directors, Shyam B. Paryani. This note is for a term of 6 years,
bears interest at 9% per annum and is secured by certain property.

         Currently, our Calallen Regional Cancer Center is subject to a $500,000
mortgage and our Valley Regional Cancer Center 1 is subject to a $1,300,000
mortgage. Each mortgage was issued by DVI Financial Services, one of our
shareholders.

         Currently, we lease the Florida Cancer Center -Beaches, the Florida
Cancer Center -Orange Park, the Florida Cancer Center -St. Johns, the Florida
Cancer Center -Palatka and the Florida Cancer Center -Wells Complex Clinic from
entities affiliated with Shyam B. Paryani and John W. Wells. Mr. Paryani is the
Chairman of our Board of Directors and Mr. Wells is a member of our Board of
Directors. Our annual rental payments, in accordance with the terms of these
leases, are $95,000 (Beaches), $136,500 (St. Johns), $151,000 (Orange Park),
$102,000 (Palatka) and $152,700 (Wells).



                                       31
<PAGE>

         We lease the Ceres Storage Warehouse from W. Brian Fuery, a member of
our Board of Directors. We pay $28,500 annually to rent this facility.

TRANSACTIONS WITH JOHN J. FUERY, A MEMBER OF OUR BOARD OF DIRECTORS AND A
BENEFICIAL OWNER OF MORE THAN 5% OF OUR VOTING SHARES

         We lease the East Bay Regional Cancer Center, the Turlock Regional
Cancer Center and the Sonora Cancer Center from a corporation owned by John J.
Fuery, MD. Dr. Fuery is a member of our Board of Directors. Our rental payments,
in accordance with the terms of these leases, are $200,000 (East Bay), $109,600
(Turlock) and $67,000 (Sonora).

         In December 1998, we purchased $735,000 of medical equipment and spare
parts from a company owned by a member of our Board of Directors, John J. Fuery,
MD. We funded the transaction by issuing a $735,000 promissory note, having a
term of 7 years and bearing interest at 6% per annum. At December 31, 2000,
there was $586,187 in principal outstanding under this promissory note.

         In June 1999, we received a $300,000 unsecured demand loan bearing
interest at 9% per annum. This loan was provided by a member of our Board of
Directors, John J. Fuery, MD. Interest expense on this loan amounted to
approximately $24,750 and $21,000 for the years ended December 31, 2000 and
1999, respectively. At December 31, 2000, there was $300,000 in principal
outstanding under this loan.

         In September 2000, we issued a $189,000 promissory note to a member of
our Board of Directors, John J. Fuery, MD, in exchange for his forfeiture of
certain shares. This note does not bear interest and is payable in thirty-six
monthly installments of $5,250. At December 31, 2000, there was $168,000 in
principal outstanding under this promissory note.

         We have been negotiating with Dr. Fuery for the past several months
regarding ways to satisfy our obligations to him. During these negotiations, Dr.
Fuery claimed that amounts owed to him were due and payable. In April 2001, we
entered into an agreement in principle with Dr. John J. Fuery and Continuum
Capital Partners, Inc. in connection with the settlement of Dr. Fuery's claim
that certain indebtedness owed to him was due and payable. Pursuant to the terms
of this agreement: (i) Dr. Fuery was paid a lump sum of cash in the amount of
$428,000; (ii) $766,551.69 (representing principal, interest, expenses, rents
and other amounts due to Dr. Fuery) converted into 358,168 shares of our common
stock, at a conversion price of $2.00 per share; (iii) Continuum Capital
Partners, Inc. was given the right to purchase, on or before November 10, 2002,
358,168 shares of our common stock held by Dr. Fuery, at an exercise price of
$2.25 per share; and (iv) Dr. Fuery was given the right to require us to
purchase any portion of his 358,168 shares of our common stock that was not
purchased by Continuum Capital Partners, Inc. at $2.00 per share.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits:
(a)
2.0      Agreement and Plan of Reorganization, dated as of December 5, 2000, by
         and between Worldwide Equipment Corp. and U.S. Cancer Care, Inc. (1)
3.0      Articles of Incorporation of the Registrant dated June 14, 1993. (2)
3.1      Certificate of Amendment to the Articles of Incorporation of the
         Registrant dated April 21, 1997.
3.2      Certificate of Amendment to the Articles of Incorporation of the
         Registrant dated August 11, 1997.
3.4      Articles of Amendment to the Articles of Incorporation of the
         Registrant dated December 15, 1997. (2)
3.5      Articles of Amendment to the Articles of Incorporation of the
         Registrant dated September 15, 1999. (2)
3.6      Articles of Amendment to the Articles of Incorporation of the
         Registrant dated November 13, 2000, effecting a reverse stock split.
         (3)
3.7      By-laws of the Registrant. (4)
10.1     Employment Agreement, dated as of May 22, 1998, by and between Jeffrey
         A. Goffman and U.S. Cancer Care.
10.2     Amendment to Employment Agreement, dated as of September 13, 2000, by
         and between Jeffrey A. Goffman and U.S. Cancer Care.
10.3     Employment Agreement, dated as of May 22, 1998, by and between Randy C.
         Sklar and U.S. Cancer Care.
10.4     Amendment to Employment Agreement, dated as of January 1, 2000, by and
         between Randy C. Sklar and U.S. Cancer Care.
10.5     Employment Agreement, dated as of May 22, 1998, by and between Richard
         Padelford and U.S. Cancer Care.
10.6     Amendment to Employment Agreement, dated as of August 22, 2000, by and
         between Richard Padelford and U.S. Cancer Care.


                                       32
<PAGE>

10.7.    Employment Agreement, dated as of May 22, 1998, by and between Douglas
         A. McBride and U.S. Cancer Care.
10.8.    Amendment to Employment Agreement, dated as of August 25, 2000, by and
         between Douglas A. McBride and U.S. Cancer Care.
10.9     Partnership Agreement of USCMC-USCC, dated as of April 2000, by and
         between U.S. Cancer Care and U.S. Cancer Management Corp.
10.10    Engagement Agreement, dated as of April 21, 2000, by and between
         Continuum Capital Partners, Inc. and U.S. Cancer Care.
10.11    Professional Services Agreement, dated as of August 1, 1999, by and
         among The Permanente Medical Group, Inc., Radiation Oncology Medical
         Group and USCC Health Care Management Corporation.
10.12    Assignment of and Amendment to Agreement, dated as of August 1, 2000,
         by and among The Permanente Medical Group, Inc., Radiation Oncology
         Medical Group, USCC Health Care Management Corporation, USCC Medical
         Group-CA, Inc. and USCMC-USCC Partnership.
10.13    Shareholders' Agreement
10.17    Second Assignment of and Amendment to Agreement, dated as of April 1,
         2001, by and among The Permanente Medical Group, Inc., Radiation
         Oncology Medical Group, USCC Health Care Management Corporation, USCC
         Medical Group-CA, Inc., USCMC-USCC Partnership and AuSam Medical Group,
         Inc.
16.0     Letter from former independent auditor, Paritz & Company, P.A. to the
         SEC. (5)

21.0     List of Subsidiaries

---------------------------------------

(1)      Filed as an exhibit to the Current Report on Form 8-K filed by the
         Registrant on January 17, 2001.
(2)      Filed as an exhibit to the Registration Statement on Form 10-SB filed
         by the Registrant on June 13, 2000.
(3)      Filed as an exhibit to the Current Report on Form 8-K filed by the
         Registrant on November 11, 2000.
(4)      Filed as an exhibit to Amendment No. 1 to the Registration Statement on
         Form 10-SB filed by the Registrant on June 22, 2000.
(5)      Filed as an exhibit to the Amended Current Report on Form 8-K/A filed
         by the Registrant on March 6, 2001.

(b)      Current Reports on Form 8-K:

         On November 1, 2000, we filed a current report on Form 8-K reporting,
under Item 5, that our shareholders voted to effect a 50 to 1 reverse stock
split of all of our outstanding common stock.







                                       33
<PAGE>



FINANCIAL STATEMENTS:

   Report of Independent Auditors....................................F-1

   Consolidated Balance Sheet as of December 31, 2000................F-2 - F-3

   Consolidated Statements of Operations for the years ended
   December 31, 2000 and 1999........................................F-4

   Consolidated Statements of Stockholders' Equity for the years
   ended December 31, 2000 and 1999..................................F-5

   Consolidated Statements of Cash Flows for the years ended
   December 31, 2000 and 1999........................................F-6 - F-7

   Notes to Consolidated Financial Statements........................F-8 - F-26





                               . . . . . . . . . .



                                       34
<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
   OnCure Technologies Corp. and Subsidiaries
   Walnut Creek, California


         We have audited the accompanying consolidated balance sheet of OnCure
Technologies Corp. and subsidiaries as of December 31, 2000, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the each of the two years in the period ended December 31, 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

         We conducted our audits 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 consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
OnCure Technologies Corp. and subsidiaries as of December 31, 2000, and the
results of their operations and their cash flows for each of the two years in
the period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.

         As discussed in Notes 1 and 17 to the consolidated financial
statements, the Company restated its December 31, 2000 consolidated financial
statements.


                                                   MOORE STEPHENS, P. C.
                                                   Certified Public Accountants.

Cranford, New Jersey
February 23, 2001
[Except for Note 15 as to which the date is
May 10, 2001 and except for Note 17 as to
which the date is July 24, 2001]



                                      F-1
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2000.
--------------------------------------------------------------------------------

                                                                   [AS RESTATED]
ASSETS:
CURRENT ASSETS:
   Cash                                                         $        50,696
   Accounts Receivable - Net                                          5,100,048
   Prepaid Expenses and Other                                           335,086
   Deferred Income Taxes                                                289,505
                                                                ---------------

   TOTAL CURRENT ASSETS                                               5,775,335

PROPERTY AND EQUIPMENT - NET                                         14,845,477

DEFERRED LOAN COSTS [NET OF ACCUMULATED AMORTIZATION]                   409,716

EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED
   [NET OF ACCUMULATED AMORTIZATION]                                 15,415,295

OTHER ASSETS - NET                                                      212,975
                                                                ---------------

   TOTAL ASSETS                                                 $    36,658,798
                                                                ===============



See Notes to Consolidated Financial Statements.



                                      F-2
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2000.
--------------------------------------------------------------------------------

                                                                   [AS RESTATED]
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
   Accounts Payable                                             $     2,540,706
   Accrued Liabilities                                                1,260,532
   Notes Payable to Stockholders                                        360,000
   Lines of Credit                                                    2,602,188
   Current Portion of Long-Term Debt                                  4,987,316
                                                                ---------------

   TOTAL CURRENT LIABILITIES                                         11,750,742

LONG-TERM DEBT                                                       13,202,677

DEFERRED INCOME TAXES                                                   580,378
                                                                ---------------

   TOTAL LIABILITIES                                                 25,533,797
                                                                ---------------

MINORITY INTEREST                                                        72,529
                                                                ---------------

COMMITMENTS [14]                                                             --
                                                                ---------------

COMMON STOCK - CONTINGENT, 612,500 SHARES
   ISSUED AND OUTSTANDING                                             1,225,000
                                                                ---------------

REDEEMABLE PREFERRED STOCK, $.001 PAR VALUE,
   2,000 SHARES ISSUED AND OUTSTANDING [LIQUIDATION
   PREFERENCE $7,500,000]                                             8,535,000
                                                                ---------------

STOCKHOLDERS' EQUITY:
   Preferred Stock, $.001 Par Value, 1,000,000 Shares
     Authorized, 2,000 Shares Issued and Outstanding                         --

   Common Stock, $.001 Par Value, 100,000,000 Shares
     Authorized, 7,412,316 Shares Issued and Outstanding                  7,413

   Additional Paid-in Capital                                         5,904,238

   Deferred Compensation                                                (71,050)

   Accumulated Deficit                                               (4,548,129)
                                                                ---------------

   TOTAL STOCKHOLDERS' EQUITY                                         1,292,472
                                                                ---------------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $    36,658,798
                                                                ===============


See Notes to Consolidated Financial Statements.



                                      F-3
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

                                                          YEARS ENDED
                                                          DECEMBER 31,
                                                          ------------
                                                  2 0 0 0             1 9 9 9
                                                  -------             -------
                                               [AS RESTATED]

REVENUES:
   Net Patient Service Revenues               $     19,769,839  $    16,731,633
   Other Revenues                                      239,115           44,060
                                              ----------------  ---------------

   TOTAL REVENUES                                   20,008,954       16,775,693
                                              ----------------  ---------------

OPERATING EXPENSES:
   Salaries and Benefits                             5,627,820        5,205,148
   Medical Supplies and Services                     4,771,000        3,415,567
   General and Administrative                        4,912,749        4,671,262
   Non-Cash Stock Option Compensation                1,373,000               --
   Depreciation and Amortization                     2,170,921        1,950,346
                                              ----------------  ---------------

   TOTAL OPERATING EXPENSES                         18,855,490       15,242,323
                                              ----------------  ---------------

   INCOME FROM OPERATIONS                            1,153,464        1,533,370
                                              ----------------  ---------------

OTHER INCOME [EXPENSE]:
   Interest Income                                      26,609           23,671
   Interest Expense                                 (2,242,717)      (2,046,084)
   Amortization of Deferred Loan Costs                (256,664)        (228,458)
   Other Income [Expense] - Net                         (1,379)          12,463
                                              ----------------  ---------------

   TOTAL OTHER [EXPENSE] - NET                      (2,474,151)      (2,238,408)
                                              ----------------  ---------------

   [LOSS] INCOME BEFORE MINORITY INTEREST
     AND INCOME TAX BENEFIT                         (1,320,687)        (705,038)

MINORITY INTEREST                                     (372,366)        (220,564)

INCOME TAX BENEFIT                                     417,002            8,875
                                              ----------------  ---------------

   NET [LOSS]                                 $     (1,276,051) $      (916,727)
                                              ================  ===============

   NET [LOSS]                                 $     (1,276,051) $      (916,727)

DEDUCT:      Preferred Stock Dividends                 575,000          460,000
             Imputed Non-Cash Preferred
              Stock Dividends                          558,007        1,102,018
                                              ----------------  ---------------

   NET [LOSS] USED IN PER
     COMMON SHARE CALCULATION                 $     (2,409,058) $    (2,478,745)
                                              ================  ===============

BASIC AND DILUTED [LOSS] PER
   COMMON SHARE                               $           (.30) $          (.31)
                                              ================  ===============

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING - BASIC AND DILUTED                   8,024,816        8,024,816
                                              ================  ===============

See Notes to Consolidated Financial Statements.



                                      F-4
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                      COMMON STOCK
                                              ---------------------------- ADDITIONAL                                     TOTAL
                                                  NUMBER                    PAID-IN        DEFERRED     ACCUMULATED   STOCKHOLDERS'
                                                 OF SHARES     AMOUNT       CAPITAL      COMPENSATION     DEFICIT        EQUITY
                                              ------------    ---------   ------------  ------------  -------------   -------------
<S>                                           <C>             <C>         <C>           <C>           <C>             <C>
  BALANCE - DECEMBER 31, 1998                    3,686,700    $  36,867   $  1,218,483    $ (129,850)  $ (1,683,559)      $(558,059)

Recapitalization as a Result of Merger [1]       6,666,942        6,667         (6,667)           --             --              --
Common Stock Issued to Founders of
  Predecessor upon Trigger of Contingency          216,667          217        352,950            --             --         353,167
Discounts on Preferred Stock Issuance                   --           --      1,660,025            --             --       1,660,025
Dividends Accrued on Preferred Stock                    --           --       (460,000)           --             --        (460,000)
Amortization of Discounts on Preferred Stock            --           --     (1,102,018)           --             --      (1,102,018)
Amortization of Common Stock Subject to
  Repurchase                                            --           --             --            --       (395,000)       (395,000)
Amortization of Deferred Compensation                   --           --             --        29,400             --          29,400
Net Loss                                                --           --             --            --       (916,727)       (916,727)
Recapitalization Adjustment [1]                 (3,903,367)     (37,084)        37,084            --             --              --
                                              ------------    ---------   ------------  ------------  -------------   -------------

  BALANCE - DECEMBER 31, 1999                    6,666,942        6,667      1,699,857      (100,450)    (2,995,286)     (1,389,212)

Acquired Equity of Shell in Stock Acquisition    1,357,874        1,358       (235,710)           --             --        (234,352)
Dividends Accrued on Preferred Stock                    --           --       (575,000)           --             --        (575,000)
Amortization of Discount on Preferred Stock             --           --       (558,007)           --             --        (558,007)
Amortization of Common Stock Subject
  to Repurchase                                         --           --             --            --       (276,792)       (276,792)
Common Stock Subject to Repurchase - Put
  Option Waived                                    790,000          790      2,369,210            --             --       2,370,000
Private Placement Promissory Notes Converted
  to Common Stock                                  912,500          913      1,824,087            --             --       1,825,000
Amortization of Deferred Compensation                   --           --             --        29,400             --          29,400
Warrants Exercised                                 448,575          449          4,037            --             --           4,486
Variable Stock Options Award Adjustment                 --           --      1,373,000            --             --       1,373,000
Net Loss                                                --           --             --            --     (1,276,051)     (1,276,051)
Recapitalization Adjustment [1]                 (2,763,575)      (2,764)         2,764            --             --              --
                                              ------------    ---------   ------------  ------------  -------------   -------------

  BALANCE - DECEMBER 31, 2000
    [AS RESTATED]                                7,412,316    $   7,413   $  5,904,238     $ (71,050)  $ (4,548,129)     $1,292,472
                                              ============    =========   ============  ============  =============   =============
</TABLE>

See Notes to Consolidated Financial Statements.



                                      F-5
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

                                                          YEARS ENDED
                                                          DECEMBER 31,
                                                          ------------
                                                    2 0 0 0          1 9 9 9
                                                    -------          -------
                                                  [AS RESTATED]
OPERATING ACTIVITIES:
  Net [Loss]                                     $  (1,276,051)    $   (916,727)
                                                 -------------     ------------
  Adjustments to Reconcile Net [Loss] to Net
    Cash [Used for] Provided by
    Operating Activities:
    Depreciation and Amortization                    2,395,385        2,178,804
    [Loss] on Sale of Equipment                         (1,379)          (4,690)
    Provision for Doubtful Accounts                         --          104,518
    Stock-Based Compensation Expense                    29,400           29,400
    Minority Interest in Income of Subsidiary          372,366          220,564
    Deferred Income Taxes                             (417,002)         161,075
    Non-Cash Stock Option Compensation               1,373,000               --

  Changes in Assets and Liabilities:
    [Increase] Decrease in:
      Accounts Receivable - Net                     (1,582,385)        (265,374)
      Income Taxes Receivable                           50,454          618,607
      Prepaid Expenses and Other
        Current Assets                                 373,928         (448,251)
      Other Assets                                     226,558          178,627
    Increase [Decrease] in:
      Accounts Payable and Accrued Expenses            607,147          823,200
      Income Taxes Payable                                  --         (834,256)
      Other Current Liabilities                        (36,259)           9,009
                                                 -------------     ------------

    Total Adjustments                                3,391,213        2,771,233
                                                 -------------     ------------

  NET CASH - OPERATING ACTIVITIES                    2,115,162        1,854,506
                                                 -------------     ------------

INVESTING ACTIVITIES:
  Purchases of Property and Equipment               (4,922,968)        (590,647)
  Acquisitions                                              --         (252,626)
  Other                                               (287,761)        (119,118)
                                                 -------------     ------------

  NET CASH - INVESTING ACTIVITIES                   (5,210,729)        (962,391)
                                                 -------------     ------------

FINANCING ACTIVITIES:
  Common Stock Issued                                    4,486               --
  Proceeds from Long-Term Debt                       4,987,445        1,220,836
  Repayments of Long-Term Debt                      (2,414,436)      (1,296,056)
  Proceeds from Short-Term Borrowing                   804,000       14,291,548
  Payments under Short-Term Borrowing                  (40,000)     (14,394,226)
  Deferred Loan Costs                                       --          (19,944)
  Distributions to Minority Owners                    (220,564)        (690,000)
                                                 -------------     ------------

  NET CASH - FINANCING ACTIVITIES                    3,120,931         (887,842)
                                                 -------------     ------------

  NET INCREASE IN CASH - FORWARD                 $      25,364     $      4,273

See Notes to Consolidated Financial Statements.



                                      F-6
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

                                                           YEARS ENDED
                                                           DECEMBER 31,
                                                           ------------
                                                       2 0 0 0       1 9 9 9
                                                       -------       -------
                                                      [AS RESTATED]

  NET INCREASE IN CASH - FORWARDED                   $    25,364   $      4,273

CASH - BEGINNING OF PERIODS                               25,332         21,059
                                                     -----------   ------------

  CASH - END OF PERIODS                              $    50,696   $     25,332
                                                     ===========   ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the periods for:
    Interest                                         $ 2,251,437   $  2,067,309
    Income Taxes                                     $    15,398   $     42,150

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES:
  Effect of Acquisitions:
    Excess of Purchase Price over Fair
      Value of Net Assets Acquired                   $        --   $  2,500,000
    Property and Equipment                                    --      2,500,000
                                                     -----------   ------------

      Total Assets Acquired - Net of Cash                     --      5,000,000

    Liabilities Assumed                                  174,352             --
    Notes Payable                                         60,000     (2,500,000)
    Issuance of Preferred Stock                               --     (2,500,000)
    Acquired Equity Deficit                             (234,352)            --
                                                     -----------   ------------

    CASH PAID FOR ACQUISITIONS                       $        --   $         --
                                                     ===========   ============

  Purchase of Equipment for Notes Payable            $ 4,987,000   $  3,436,000
  Preferred Stock Issued for Financing               $        --   $  5,000,000
  Common Stock Issued to Founders of
    Predecessor upon Trigger of
    Contingency                                      $        --   $    353,167
  Debt Converted to Equity                           $ 3,050,000   $         --
  Dividends Accrued                                  $   235,710   $    460,000


See Notes to Consolidated Financial Statements.



                                      F-7
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

[1] ORGANIZATION AND OPERATIONS

OnCure Technologies Corp. [the "Company" or "OnCure"] is a Florida corporation
formed in 1993. The Company is engaged in the development, acquisition and
ownership of radiation oncology facilities. Additionally, the Company provides
the software, management services, facilities and equipment, administration and
technical support, and ancillary services necessary for physicians to establish
and maintain a fully integrated network of outpatient radiation oncology care.
As of December 31, 2000, the Company operated five centers in Florida, five
centers in California and one in Texas. The Company is also a 50% owner and
managing general partner of a partnership which operates one oncology center in
Florida. As the managing general partner, the Company has sole decision making
responsibilities related to partnership operating and financial policies
including control of partnership assets. Accordingly, the partnership balance
sheet and statement of operations as of and for the year ended December 31, 2000
have been included in the consolidated financial statements of the Company. A
minority interest has been recorded on the consolidated balance sheet and
statement of operations to represent the net assets and net income allocated to
the minority partnership owners. Additionally, the Company has one mobile
Positron Emission Tomography ["PET"] unit servicing the Florida cancer centers
and one mobile High Dose Rate Brachytherapy ["HDR"] unit in Northern California
and another HDR unit in Bradenton, Florida.

REORGANIZATION - The financial statements as of and for the year ended December
31, 2000 give effect to the reorganization agreement [the "agreement"] of OnCure
Technologies, Inc. [formerly Worldwide Equipment Corporation] with U.S. Cancer
Care, Inc. and subsidiaries ["USCC"]. The closing date of the agreement was
January 17, 2001, however, for accounting purposes the transaction is treated as
being effective December 5, 2000, the date the plan of reorganization was
approved by the shareholders. In connection with the agreement, Worldwide
Equipment Corporation ["Worldwide"] issued 6,666,942 shares of common stock to
shareholders of USCC. As a result of the agreement, the shareholders of USCC
will own approximately 83% of the basic and 91% of the fully diluted common
stock of Worldwide. For accounting purposes, the agreement is being recorded as
a recapitalization of USCC, with USCC as the acquirer. The 6,666,942 shares
issued are treated as being issued for cash and are shown as outstanding for all
periods presented in the same manner as for a stock split. The consolidated
financial statements of the Company reflect the results of operations of USCC
and Worldwide from December 5, 2000 through December 31, 2000. The consolidated
financial statements prior to December 5, 2000 reflect the results of operations
and financial position of USCC. Pro forma information on this transaction is not
presented as, at the date of this transaction, Worldwide is considered a public
shell and accordingly, the transaction will not be considered a business
combination. Concurrent with the transaction, Worldwide Equipment Corporation
changed its name to OnCure Technologies Corp. No adjustment of assets to "fair
value" has been recorded. Additionally, the conversion of $3,050,000 of USCC
convertible debt to common stock at $2.00 per share and the conversion of
$2,370,000 of USCC redeemable stock to common stock which happened simultaneous
with the above agreement were treated as being effective December 5, 2000. All
other transactions were recorded as of the closing date which was January 17,
2001 [See Note 15].

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of OnCure Technologies Corp. and its wholly-owned subsidiaries, as well
as a majority owned entity and one entity under effective control [See Note 1 -
Organization and Operations]. All significant intercompany accounts and
transactions have been eliminated.

RESTATEMENT - Subsequent to the issuance of the Company's consolidated financial
statements as of and for the year ended December 31, 2000, it was determined by
management that the allowance for contractual adjustments was understated and
revenue was overstated as of and for the year ended December 31, 2000. In
addition, management determined compensation expense on the reduction of the
exercise price on options held by two directors of the Company was understated.
As a result, the Company has determined to restate its previously reported
December 31, 2000 consolidated financial statements. A summary of the effects of
the restatement are set forth in Note 17.



                                      F-8
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #2
--------------------------------------------------------------------------------

[2] SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS - The Company considers all highly liquid investments
with original maturities of three months or less to be cash equivalents. As of
December 31, 2000, the Company had no cash equivalents.

ACCOUNTS RECEIVABLE - Accounts receivables represents receivables from patients
and other third-party payors for medical services provided by the Company
through its facilities and contracted physicians. Accounts receivable represent
gross billings for patient services less estimated contractual and other
adjustments. Accounts receivable allowance was $10,625,759 at December 31, 2000.

PROPERTY AND EQUIPMENT - Property and equipment purchased is stated at cost.
Property and equipment acquired is stated at estimated fair value. Depreciation
is calculated using the straight-line method over the following estimated useful
lives:

Buildings                                                   25 to 39 years
Furniture and Equipment                                     5 to 7 Years
Medical Equipment                                           5 Years
Leasehold Improvements                                      3 to 25 Years

Depreciation expense of $1,347,518 and $1,101,185 was recorded for the years
ended December 31, 2000 and 1999, respectively. Expenditures for maintenance and
repairs, which do not improve or extend the life of the respective assets are
expensed currently while major repairs are capitalized.

LONG-LIVED ASSETS, INCLUDING THE EXCESS OF PURCHASE PRICE OVER FAIR VALUE OF NET
ASSETS ACQUIRED - Goodwill consists of the cost of purchased businesses in
excess of the fair value of net tangible assets acquired. Goodwill is amortized
on a straight-line basis over a period of 20 years. The Company periodically
evaluates long-lived assets, including the excess of cost over the net assets of
outpatient centers acquired based on an evaluation of such factors as the
occurrence of a significant event or change in the operating environment and
performs an analysis to determine if the estimated fair value calculated based
upon expected future net cash flows [undiscounted] is less than the carrying
amount of the asset. An impairment loss would be recorded in the period such
determination is made based on the fair value of the related businesses.

DEFERRED LOAN COSTS - Deferred loan costs represent legal fees, commissions,
accounting and other costs incurred in private fundings. Debt issuance costs are
amortized to interest expense on a straight-line basis over the term of the
related debt.

OTHER ASSETS - Other assets include software royalties and other intangible
assets [mostly purchased software] and are being amortized over the estimated
lives of the assets.

MINORITY INTEREST - As of December 31, 2000, the minority interest represents
the minority percentage ownership in the net assets of a subsidiary.

REVENUES - Net Patient Revenues are recorded at the estimated net realizable
amounts due from patients, third-party payors and others when services are
rendered. Contractual and bad debt adjustments amounted to approximately
$47,654,000 and $46,989,000 for the years ended December 31, 2000 and 1999,
respectively. These adjustments are recorded on an estimated basis in the period
the related services are rendered and adjusted in future periods as actual
payments are received.

Other revenue includes fees for management, billing and collection, and
marketing services provided to operations under joint venture agreements which
are recorded when services are rendered.




                                      F-9
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #3
--------------------------------------------------------------------------------

[2] SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]

STOCK OPTIONS ISSUED TO EMPLOYEES - The Company adopted Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation," for
financial note disclosure purposes and continues to apply the intrinsic value
method of Accounting Principles Board ["APB"] Opinion No. 25, "Accounting for
Stock Issued to Employees," for financial reporting purposes.

INCOME TAXES - The Company follows the provisions of Statement of Financial
Accounting Standards ["SFAS"] No. 109, "Accounting for Income Taxes." Deferred
taxes arise primarily from the recognition of revenues and expenses in different
periods for income tax and financial reporting purposes.

Deferred tax liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
settled. The effect on deferred tax liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS - The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of 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. The most significant estimates relate to contractual and
bad debt allowances on accounts receivable, useful lives on medical equipment
and the valuation of long-lived and intangible assets. In addition, healthcare
industry reforms and reimbursement practices will continue to impact the
Company's operations and the determination of contractual and other allowance
estimates.

FINANCIAL INSTRUMENTS - The carrying amounts of financial instruments, including
cash and cash equivalents, accounts receivable and accounts payable approximated
fair value as of December 31, 2000 because of the relative short maturity of
these instruments. The carrying value of lines of credit and notes payable
approximated fair value at December 31, 2000 based upon quoted market interest
rates for the same or similar instruments under which the Company can borrow
funds.

EARNINGS [LOSS] PER SHARE - The shares issued in connection with the Company's
reorganization are shown as outstanding for all periods presented in the same
manner as for a stock split. Basic earnings per share represents the amount of
earnings for the period available to each share of common stock outstanding
during the reporting period. Diluted earnings per share reflects the amount of
earnings for the period available to each share of common stock outstanding
during the reporting period, while giving effect to all dilutive potential
common shares that were outstanding during the period, such as common shares
that could result from the potential exercise or conversion of securities into
common stock. The computation of diluted earnings per share does not assume
conversion, exercise, or contingent issuance of securities that would have an
antidilutive effect on earnings per share. Earnings [loss] attributable to
common stockholders reflect a deduction from net income [addition to net loss]
resulting from the accrued cumulative preferred stock dividends and the imputed
non-cash preferred stock dividends arising from the amortization of the
discounts on preferred stock. These amounted to $575,000 and $558,007 in 2000
and $460,000 and $1,102,018 in 1999.

Potential future dilutive securities include 740,000 and 740,000 shares issuable
under outstanding warrants and 2,001,333 and 1,469,000 shares issuable under
outstanding options as of December 31, 2000, and 1999, respectively. For the
years ended December 31, 2000 and 1999, all potential dilutive securities were
determined to be anti-dilutive with respect to the dilutive loss per share
calculation.

In October 2000, the Company approved a one-for-fifty reverse stock split of the
Company's common stock effective November 10, 2000. All share and per share data
presented reflects the effect of the reverse stock split.



                                      F-10
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #4
--------------------------------------------------------------------------------

[2] SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]

CONCENTRATIONS OF CREDIT RISK -The Company maintains cash balances at financial
institutions which are insured by the Federal Deposit Insurance Corporation up
to $100,000. All cash balances were fully insured at December 31, 2000. The
Company is also subject to credit risk on accounts receivable. The Company does
not require collateral to support accounts receivable or financial instruments
subject to credit risk. The Company is subject to risk on amounts loaned to
related entities and stockholders.

SEGMENT INFORMATION - The Company has determined that it conducts its operations
in one business segment. For all periods presented, substantially all revenue
has been derived within the United States. Long lived assets are principally
located in the United States.

RECENT ACCOUNTING PRONOUNCEMENTS - In June 1998, the FASB issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ["SFAS No. 133"]. This accounting standard, which is
effective for all fiscal quarters of fiscal years beginning after June 15, 2000,
requires that all derivatives be recognized as either assets or liabilities at
estimated fair value. In June 2000, the FASB issued Statement of Financial
Accounting Standards No. 138, Accounting for Certain Derivative Instruments and
Certain Hedging Activities, an amendment of SFAS No. 133. This accounting
standard amended the accounting and reporting standards of SFAS No. 133 for
certain derivative instruments and hedging activities. The adoption of SFAS No.
133 as amended, is not expected to have a material effect on the Company's
financial position or results of operations.

In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ["SAB 101"],
"Revenue Recognition in Financial Statements." SAB 101 summarizes the SEC's view
in applying generally accepted accounting principles to selected revenue
recognition issues. The application of the guidance in SAB 101 was required in
the Company's fourth quarter of fiscal year 2000. The adoption of SAB 101 did
not have a material impact on the Company's financial position or results of
operations.

In April 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44 ["FIN 44"], "Accounting for Certain Transactions Involving
Stock Compensation," an interpretation of APB Opinion No. 25. FIN 44 is
effective for transactions occurring after July 1, 2000. The application of FIN
44 did not have a material impact on the Company's financial position or results
of operations.

The FASB has issued Statement No. 141, "Business Combinations," and Statement
No. 142, "Goodwill and Other Intangible Assets" in July 2001. These statements
will change the accounting for business combinations and goodwill in two
significant ways. First, Statement 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001.
Use of the pooling-of-interests method will be prohibited. Second, Statement 142
changes the accounting for goodwill from an amortization method to an
impairment-only approach. Thus, amortization of goodwill, including goodwill
recorded in past business combinations, will cease upon adoption of that
Statement, which for companies with calendar year ends, will be January 1, 2002.
The Company expects that adoption of the new statements will have a significant
impact on its financial statements, however, it is not possible to quantify the
impact until the newly issued statements have been studied.



                                      F-11
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #5
--------------------------------------------------------------------------------

[3] MERGERS AND ACQUISITIONS

PURCHASE AND REORGANIZATION - On May 22, 1998, USCC entered into a plan and
agreement of merger [the "Merger Agreement"] with U.S. Diagnostics Labs ["USD"]
and two individuals [the "Minority 'Shareholders"]. Pursuant to the Merger
Agreement, USCC purchased from USD 50.1% of U.S. Cancer Care, Inc., a California
Corporation ["USCC-CA"] stock and 100% of MICA FLO II Corporation ["MICA"],
which is the 50% owner and managing general partner of Park South Radiation
Oncology Center, Ltd. ["PSRO"]. USCC paid total consideration of $4,233,488,
comprised of $2,000,000 cash, $750,000 of notes, and assumption of $1,483,488 of
obligations owed by USD to the Minority Shareholders. In addition, USCC
purchased the Minority Shareholders' equity interest in USCC-CA for 2,000,000
shares of USCC's common stock [representing a 54.5% equity interest in USCC at
that date], warrants entitling the Minority Shareholders to purchase 100,000
shares of common stock of USCC for $2.00 per share and a provision for the
Minority Shareholder's to convert any unpaid principal balance on the $1,483,488
of debt owed to them and assumed by USCC into shares of Common Stock of USCC at
$2.00 per share. The Minority Shareholders are officers and directors in USCC.
The purchase was financed through a private placement offering. The acquisition
has been accounted for under the purchase method of accounting whereby the
purchase price has been allocated to the assets acquired and liabilities assumed
based on their fair values at the date of acquisition. The excess purchase price
over the estimated fair value of the assets was $5,773,185 and is being
amortized over 20 years.

On May 25, 1998, USCC acquired a radiation oncology center in Modesto,
California, the Modesto Radiation Oncology Center ["Modesto"]. The purchase
price was $1,612,395, comprised of the assumption of $1,587,395 of obligations
owed by the seller and 50,000 shares of USCC common stock with an assigned value
of $25,000 at the time of the purchase.

On October 15, 1998, USCC acquired four oncology centers and certain real estate
in Florida from the Florida Radiation and Oncology Group ["FROG"]. The purchase
price was $11,060,000 comprised of $9,480,000 in cash [financed through notes
collateralized by the assets of the oncology centers and unsecured borrowings]
and 790,000 shares of USCC's common stock with an estimated fair value of
$1,580,000 at the time of the purchase. The common stock is subject to
repurchase at the option of the holder at $2,370,000 [$3 per share] on October
15, 2000. The excess purchase price over the estimated fair value of the assets
acquired is $8,437,263 and is being amortized on a straight-line basis over 20
years [See Note 8].

In connection with the aforementioned acquisitions, USCC entered into medical
service agreements with certain physicians who work at the acquired companies.

On March 19, 1999, USCC acquired substantially all of the assets of an oncology
center in Corpus Christi, Texas ["Corpus"]. In the transaction, accounted for as
a purchase, USCC paid $5 million, by assuming $5 million of debt owed by the
seller to DVI Financial Services, Inc. ["DVI"]. Simultaneous with the
acquisition, the DVI debt was refinanced through the issuance of a $2 million,
9%, ten year loan secured by Corpus' equipment, a $500,000, 9%, twenty year loan
secured by Corpus real estate, and $2.5 million of Series B preferred stock. The
preferred stock has a 5% annual dividend that increases to 9% upon Corpus
achieving certain financial performance levels and then to 20% after five years.
The preferred stock can be converted to common stock at the option of the holder
at 90% of the fair market value at the time of conversion, and the Company can
require conversion at the greater of $10.00 per share or fair market value at
the time of the conversion if Corpus has not achieved certain financial
performance by March 2008 [See Note 9]. In connection with the issuance of the
$2.5 million Series B `preferred stock, a beneficial conversion feature was
recognized for the 10% difference between the conversion price of common stock
and fair value calculated at the date of issuance. The 10% discount of $377,778
is considered a return to the preferred shareholder and recorded as an
adjustment to Paid-in-Capital. The discount will be amortized from the date of
issuance through the date the security is first convertible. For the years ended
December 31, 2000 and 1999, the Company amortized the discount of $21,781 and
$355,997, respectively. DVI also issued a new $200,000, revolving line of credit
secured by the accounts receivable of Corpus, with interest at prime plus 2.25%.
The excess purchase price over the estimated fair value of the assets acquired
is $2,624,184 and is being amortized on a straight-line basis over 20 years. The
operating results of Corpus are included in the consolidated financial
statements of the Company beginning on March 19, 1999.




                                      F-12
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #6
--------------------------------------------------------------------------------


[3] MERGERS AND ACQUISITIONS [CONTINUED]

The following unaudited pro forma summary information presents the consolidated
results of operations of the Company as if the above business combinations had
occurred on January 1, 1999:

                                                                Year ended
                                                               December 31,
                                                                  1 9 9 9
                                                                  -------

Revenue                                                     $    17,049,369
Net Loss                                                    $      (951,661)

[4] PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 2000:

Land                                                      $      1,335,000
Building                                                         3,100,545
Furniture and Fixtures                                             767,897
Medical Equipment                                               10,276,791
Leasehold Improvements                                           2,055,506
                                                          ----------------

Total - At Cost                                                 17,535,739
Less: Accumulated Depreciation                                  (2,690,262)
                                                          ----------------

   PROPERTY AND EQUIPMENT - NET                           $     14,845,477
   ----------------------------                           ================

[5] INTANGIBLES

Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                                       D e c e m b e r  3 1,  2 0 0 0
                                                   ------------------------------------------------------------------
                                                                                        Accumulated
                                                   Estimated Life         Cost         Amortization        Net
                                                   --------------         ----         ------------        ---
<S>                                                <C>             <C>               <C>             <C>
Excess of Cost over Fair Value of
   Net Assets Acquired                              20 Years       $     17,376,800  $    1,961,505  $     15,415,295
Deferred Loan Costs                                 3-10 Years              987,048         577,332           409,716
Other Intangible Assets                             3-5 Years               273,085          70,354           202,731
                                                                   ----------------  --------------  ----------------

   TOTALS                                                          $     18,636,933  $    2,609,191  $     16,027,742
   ------                                                          ================  ==============  ================
</TABLE>

Intangibles are amortized on a straight-line basis over the estimated lives of
the assets. Amortization expense amounted to $1,125,190 and $1,077,619 for the
years ended December 31, 2000 and 1999, respectively. Net other intangibles
assets are included in other assets.

[6] INDEBTEDNESS

Long-term debt consists of the following:

<TABLE>
<CAPTION>
<S>                                                                                                  <C>
Notes payable, 8.8% to 12.35%, maturing between 2001 and 2019                                        $     15,678,807
Notes payable to related parties, 6% to 9%, maturing 2006                                                     877,698
Convertible promissory notes to two directors of the Company, 6%, maturing 2001                             1,483,488
Convertible promissory notes, 10%, maturing 2001                                                              150,000
                                                                                                     ----------------

Total                                                                                                      18,189,993
Less: Current Maturities                                                                                    4,987,316
                                                                                                     ----------------

   LONG-TERM DEBT AND NOTES PAYABLE TO STOCKHOLDERS                                                  $     13,202,677
   ------------------------------------------------                                                  ================
</TABLE>



                                      F-13
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #7
--------------------------------------------------------------------------------

[6] INDEBTEDNESS [CONTINUED]

As of December 31, 2000, the maturities of notes payable and convertible
promissory notes are as follows:

<TABLE>
<CAPTION>
                                                                       Convertible
                                                         Notes         Promissory        Convertible
                                         Notes        Payable to        Notes to         Promissory
                                        Payable     Related Parties     Directors           Notes            Total
                                        -------     ---------------     ---------           -----            -----
<S>                                <C>               <C>              <C>             <C>              <C>
2001                               $    3,172,867    $     180,961    $   1,483,488   $      150,000   $    4,987,316
2002                                    3,257,142          187,000               --               --        3,444,142
2003                                    3,479,476          172,413               --               --        3,651,889
2004                                    2,356,519          137,221               --               --        2,493,740
2005                                    1,345,599          144,450               --               --        1,490,049
Thereafter                              2,067,204           55,653               --               --        2,122,857
                                   --------------    -------------    -------------   --------------   --------------

   TOTALS                          $   15,678,807    $     877,698    $   1,483,488   $      150,000   $   18,189,993
   ------                          ==============    =============    =============   ==============   ==============
</TABLE>

At December 31, 2000, the Company had twenty-six long-term notes payable
totaling approximately $13,439,415 to DVI Financial Services, Inc. ["DVI"] and
approximately $2,114,392 in notes payable with other equipment financing
companies. Substantially all of the receivables, equipment and certain tangible
assets of the Company collaterate the notes payable. Interest is charged from
8.8% to 12.35%, and the notes mature through 2019. The Company also has a
$125,000 unsecured note payable to USD, which bears interest at 8% and is due in
April 2001.

At December 31, 2000, the Company had several lines of credit with DVI for a
maximum borrowing base of $3,200,000. Borrowings under each line of credit are
secured by accounts receivable of several treatment centers and are limited to
eighty-five percent (85%) of eligible accounts receivable, as defined in the
borrowing agreement. At December 31, 2000, the Company had borrowings of
$2,602,188 outstanding under line of credit agreements. Borrowing under the line
of credit agreements are subject to interest ranging from prime plus 2% to prime
plus 2.25%. At December 31, 2000, the interest rate under the agreements ranged
from 11.50% to 11.75%. Each of the lines of credit agreements are subject to
renewal on an annual basis and have been classified as current obligations.

At December 31, 2000, the Company had a $123,511 note payable to the Chairman of
the Board and minority stockholder of the Company which bears interest at 9%, is
due in monthly payments through 2006, and is secured by a second mortgage on the
related property. For the years ended December 31, 2000 and 1999, the Company
recorded interest expense related to this loan of approximately $12,000 and
$14,000, respectively.

In December 1998, the Company purchased $735,000 of medical equipment from a
company owned by an officer of the Company. The Company issued a $735,000
promissory note to the director's company. The note has an outstanding balance
of $586,187 at December 31, 2000, bears interest at 6% per annum, and is due in
March 2006. In connection with this note payable, the Company required interest
expense of approximately $39,000 and $41,000 for the years ended December 31,
2000 and 1999, respectively [See Note 15].

In September 2000, the Company issued a $189,000 note payable to a director of
the Company in exchange for a forfeiture of contingent shares. The note is
non-interest bearing and is payable in 36 monthly installments of $5,250 through
September 2003. At December 31, 2000, the Company had an outstanding balance of
$168,000 due under this note payable [See Note 15].




                                      F-14
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #8
--------------------------------------------------------------------------------

[6] INDEBTEDNESS [CONTINUED]

At December 31, 2000, the Company had $1,483,488 of convertible promissory notes
to two individuals who are directors and minority stockholders in the Company.
These notes were assumed under the Merger Agreement [See Note 3] and bear
interest at 6%, are due in March 2001, and are convertible at the option of the
holder to common stock of the Company at a conversion rate equal to the fair
market value at date of issuance of $2.00 per share. The Company recorded
interest expense of approximately $89,000 in each of the years ended December
31, 2000 and 1999 related to these convertible promissory notes. The notes
accelerated if certain specified equity financings were achieved, and were
collateralized by the pledge by the CEO of the Company of his 1 million shares
of common stock of the Company. These notes were paid on January 22, 2001 [See
Note 15].

On May 25, 1998, the Company issued $3.2 million of convertible promissory notes
in a private placement to finance the acquisitions under the Merger Agreement
[See Note 3]. The notes bear interest at 10%, are unsecured, and are due in May
2001. The notes are convertible into common stock of the Company at a rate of
$2.50 per share at the option of the holder anytime during the three year period
ended May 25, 2001. The holders also received warrants for the purchase of
640,000 shares of common stock of the Company at an exercise price of $2.00 per
share. Costs associated with the debt issuance of $605,496 were capitalized and
are being amortized to interest expense over the lessor of the three-year term
of the debt or upon date of conversion. In December 2000, $3,050,000 of these
notes were converted to common stock. Of the $3,050,000 converted, several note
holders with total debt of $1,225,000 can an exercise an option to have 612,500
shares repurchased by the Company at $2.00 per share if certain financing
criteria are not achieved by the Company by May 2001. These shares have been
included in the calculation of earning [loss] per share for all periods
presented. As of December 31, 2000, these shares which are considered contingent
are not included in shareholders' equity of the Company. The conversion rate was
reduced to $2.00 per share as an inducement for the noteholders to convert. The
reduced conversion rate of $2.00 is not considered a beneficial conversion
feature due to the market value of common stock being less than the conversion
rate at the date of issuance. The conversion rate for the remaining $150,000
remains at $2.50 per share.

The weighted average interest rate on outstanding short-term borrowings was
11.35% at December 31, 2000.

[7] INCOME TAXES

The [benefit] for income taxes consists of the following:

                                     December 31,
                                     ------------
                               2 0 0 0         1 9 9 9
                               -------         -------
Current:
   Federal                  $          --  $    (136,145)
   State                               --        (33,805)
                            -------------  -------------

   Totals                              --       (169,950)
                            -------------  -------------

Deferred:
   Federal                       (334,110)        31,812
   State                          (82,892)       129,263
                            -------------  -------------

   Totals                        (417,002)       161,075
                            -------------  -------------

   TOTALS                   $    (417,002) $      (8,875)
   ------                   =============  =============




                                      F-15
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #9
--------------------------------------------------------------------------------

[7] INCOME TAXES [CONTINUED]

A reconciliation between reported income tax [benefit] and the amount computed
by applying the statutory Federal income tax rate of 34% is as follows:

                                                            December 31,
                                                            ------------
                                                      2 0 0 0         1 9 9 9
                                                      -------         -------

Computed Tax Expense [Benefit] at 34%              $    (144,391) $    (314,705)
Computed State Tax Expense [Benefit]                     (33,040)       (72,058)
Federal Tax Benefit of State Tax                          11,234         24,501
Utilization of Net Operating Losses                     (590,978)            --
Nondeductible Goodwill Amortization                      321,365        306,716
Other Nondeductible Permanent Differences                 18,808         13,682
Other                                                         --         32,989
                                                   -------------  -------------

   INCOME TAX [BENEFIT]                            $    (417,002) $      (8,875)
   --------------------                            =============  =============

The Company's deferred tax assets and liabilities are as follows:

                                                            December 31,
                                                            ------------
                                                        2 0 0 0         1 9 9 9
                                                        -------         -------
Current Deferred Tax Assets:
   Allowance for Doubtful Accounts                 $     174,170  $     176,781
   Accrued Wages and Benefits                             46,563        120,115
   Net Operating Loss Carryforward                       229,641        107,496
Current Deferred Tax Liability:
   Cash to Accrual Change                               (160,869)      (128,233)
                                                   -------------  -------------

   Net Current Deferred Tax Asset                        289,505        276,159
                                                   -------------  -------------

Non-Current Deferred Tax Asset:
   Net Operating Loss Carryforward                      (498,027)            --
Non-Current Deferred Tax Liabilities:
   Cash to Accrual Change                                     --        128,233
   Fixed Asset Basis Differences                       1,078,405        855,801
                                                   -------------  -------------

   Net Non-Current Deferred Income Tax Liability         580,378        984,034
                                                   -------------  -------------

   NET DEFERRED INCOME TAX LIABILITY               $     290,873  $     707,875
   ---------------------------------               =============  =============

Management believes that the realization of the deferred tax assets is more
likely than not, based on the expectations that the Company will generate the
necessary taxable income in future periods.

At December 31, 2000, the Company had unused net operating losses of
approximately $3,900,000 expiring from 2014 to 2018. Due to the Company's
reorganization, certain net operating losses are subject to maximum annual
utilization of approximately $181,000.




                                      F-16
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #10
--------------------------------------------------------------------------------

[8] COMMON STOCK SUBJECT TO REPURCHASE

On October 15, 1998, the Company issued 790,000 shares of the Company's common
stock as partial consideration for the acquisition of FROG. In conjunction with
this transaction, the Company entered into an agreement to repurchase all such
stock at a price of $3.00 per share [an aggregate of $2,370,000], at the option
of the holders first effective October 15, 2000 and terminating on October 15,
2003. The December 31, 1999 carrying amount of $2,059,292 is being accreted to
the redemption value of $2,370,000 through October 15, 2000. The $276,792 and
$395,000 of amortization expense for the years ended December 31, 2000 and 1999
have been charged to accumulated deficit. In August 2000, the Company entered
into a put option waiver agreement in which the 790,000 shares of the Company's
common stock would not be put back to the Company upon the occurrence of each
and all of the certain events.

[9] CAPITAL STOCK

The Company is authorized to issue 100,000,000 shares of common stock, $.001 par
value per share and 1,000,000 shares of preferred stock, $.01 par value per
share, of which 1,000 shares [issued and outstanding] have been designated
Series B Preferred Stock [liquidation value of $2,500,000] and 1,000 shares
[issued and outstanding] have been designated Series C Preferred Stock
[liquidation value of $5,000,000] as of December 31, 2000 and 1999.

REDEEMABLE PREFERRED STOCK - The Series B Preferred Stock is convertible into
common stock at a conversion rate calculated by dividing $2,500 by an amount
equal to 90% of the average fair market value of the Company's common stock for
the 20 days price to the date of conversion, subject to certain limitations. It
is redeemable at the option of the Company at a price equal to $2,500 per share,
plus all accrued and unpaid dividends. In connection with the issuance of the
$2.5 million Series B preferred stock, a beneficial conversion feature was
recognized for the 10% difference between the conversion price of common stock
and fair value calculated at the date of issuance. The 10% discount of $377,778
is considered a return to the preferred shareholder and recorded as an
adjustment to Paid-in-Capital. The discount will be amortized from the date of
issuance through the date the security is first convertible. For the years ended
December 31, 2000 and 1999, the Company amortized the discount of $21,781 and
$355,997, respectively. In addition, the holders of the Series B Preferred Stock
have the right to demand redemption of their shares at the redemption price upon
the occurrence of certain defaults which are not solely withing control of the
Company. Dividends are cumulative and are payable quarterly at an annual rate of
5% of $2,500 per share when and as declared by the Board of Directors. The
dividend rate will increase to an annual rate of 9% at such time Corpus achieves
certain earnings levels and to 20% in March 2004 if the Series B Preferred Stock
is outstanding at such time. The Company has accrued $225,000 and $100,000 of
dividends as of December 31, 2000 and 1999, respectively. The Series B Preferred
Stock has a liquidation preference of $2,500 per share plus all accrued and
unpaid dividends [See Note 3].



                                      F-17
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #11
--------------------------------------------------------------------------------

[9] CAPITAL STOCK [CONTINUED]

REDEEMABLE PREFERRED STOCK [CONTINUED] - The Series C Preferred Stock is
convertible into common stock at a conversion rate calculated by dividing $5,000
by an amount equal to 90% of the average fair market value of the Company's
common stock for the 20 days prior to the date of conversion. It is redeemable
at the option of the Company at a price equal to $5,000 per share plus all
accrued and unpaid dividends. In connection with the issuance of the Series C
preferred stock, a beneficial conversion feature was recognized for the 10%
difference between the conversion price of common stock and fair value
calculated at date of issuance. The 10% discount of $1,282,247 is considered a
return to the preferred shareholder and recorded as an adjustment to paid-in
capital. The discount will be amortized from the date of issuance through the
date the security is first convertible. For the years ended December 31, 2000
and 1999, the Company amortized the discount of $536,226 and $746,021,
respectively. In addition, the holders of the Series C Preferred Stock have the
right to demand redemption of their shares at the redemption price upon the
occurrence of certain defaults which are not solely within the control of the
Company. Dividends are cumulative and are payable quarterly at an annual rate of
9% of $5,000 per share when and as declared by the Board of Directors. The
dividend rate increases to 20% in March 2002 if the Series C Preferred Stock is
outstanding at such time. The Company has accrued $810,000 and $360,000 of
dividends as of December 31, 2000 and 1999, respectively. In September 2000, an
agreement was entered into by the Series C Preferred Stock stockholders, an
investment banker and the Company whereby the Series C Preferred Stock will
convert into common stock at a conversion price of $4.00 per share, subject to
certain conditions being met as defined in the agreement, and such common stock
will be purchased by the investment banker from the Series C Preferred
stockholder.

All accrued dividends to date of conversion can be paid in kind with the
Company's common stock in lieu of cash if mutually agreed-upon by the Series C
Preferred stockholder and the Company. The Series C Preferred Stock has a
liquidation preference of $5,000 per share plus all accrued and unpaid dividends
[See Note 3].

PUT OPTION ON CERTAIN SHARES OF PREFERRED STOCK - In connection with the
acquisition of Corpus, the Company issued to the previous owner of Corpus 1,000
of the Company's Series B Preferred Stock shares. Such shares are subject to a
put option under which, if Corpus achieves an EBITDA Threshold [as defined in
the Certificate of Designation of the Series B Preferred Stock] of at least $1
million for four consecutive fiscal quarters, the holder of the Series B
Preferred Stock could sell the 1,000 shares to Corpus at a price of $2,500 per
share, plus all accrued but unpaid dividends on the Series B Preferred Stock.
The Company would fund such purchase price by issuing promissory notes to the
seller. The indebtedness of Corpus under such notes shall bear interest at a
rate of 9% per annum, and be payable in equal monthly installments over a period
of (i) 120 months with respect to four fifths of the principal amount
outstanding, and (ii) 240 months with respect to one fifth of the principal
amount outstanding. The indebtedness would be secured by all of the assets of
Corpus. This put option is subject to the EBITDA Threshold which has not yet
been attained.

CONTINGENT SHARES - MINORITY SHAREHOLDERS - Pursuant to the merger agreement
dated May 22, 1998, the former shareholders of USCC-CA were to receive shares
contingent and based upon a formula of certain number of shares divided by a
required amount of equity or unsecured debt [See Note 3]. The DVI Preferred
Stock Series B investment of $2.5 million currently qualifies for such
contingent share requirement, however, it is tied to the Corpus EBITDA
Threshold. Accordingly, the Company may be required in the future to issue to
the minority shareholders 416,667 shares if the EBITDA Threshold is attained and
the Preferred Stock Series B is put back to the Company. In April 2000, the
Company and the minority shareholders executed an Addendum to the Agreement of
Merger, whereby, if the EBITDA Threshold is achieved, and DVI puts the Preferred
Stock Series B investment back to the Company as secured debt, then the minority
shareholders rights under the original Agreement of Merger will be in effect and
they will be issued the 416,667 shares. In December 2000, the right to the
contingent shares was terminated by the minority shareholders in conjunction
with the merger. In exchange, 690,000 options issued to the minority
shareholders under the Company's Incentive Stock Option plan were repriced to an
exercise price of $.01 per common share and the exercise period was extended
through November 2010 [See Note 3]. At the time of the change in exercise price,
the Company recorded non-cash compensation of $1,373,000 based upon the fair
market value ["FMV"] of the Company's common stock of $2.00 per share. In
accordance with FIN #44, these options will be accounted for as variable price
options in future periods. At December 31, 2000, the FMV of the Company's common
stock was $2.00 per share.


                                      F-18
<PAGE>


ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #12
--------------------------------------------------------------------------------


[10] STOCK OPTION PLANS

In May 1998, the Company established the 1998 Stock Option Plan [the "Option
Plan"] whereby the Company may issue to officers, directors and key employees
options to purchase up to 2,000,000 shares of the Company's common stock. The
Option Plan provides for the issuance of incentive stock options and
non-qualified stock options. Under the terms of the Option Plan, a maximum of
2,000,000 shares of the Company's common stock may be issued upon the exercise
of stock options granted thereunder. The Option Plan is administered by the
Company's Board of Directors [or a committee of the Board of Directors] which,
subject to the terms of the Option Plan, determines to whom grants are made and
the vesting, timing, amounts and other terms of such grants. Incentive stock
options may be granted only to employees of the Company, while non-qualified
stock options may be granted to the Company's employees, officers, directors,
consultants and advisors. The exercise price of incentive stock options may not
be less than the fair market value of the Company's stock on the date of grant
[110% in the case of 10% stockholders] and the term of these options may not
exceed 10 years [five years in the case of 10% stockholders]. Options generally
vest from three to five years, and expire in five or ten years. For the years
ended December 31, 2000 and 1999, the Company issued 410,000 and 215,000
options, respectively, under the option plan.

In May 1998, the Company issued a total of 90,000 stock options to non-employee
directors at the inception of the Board of Directors. In October 1998, the
Company adopted a policy pursuant to which non-employee directors shall receive
an option under the Option Plan to purchase 1,000 shares of common stock with an
exercise price equal to the fair market value at the time for every Board
meeting attended in person or by telephone from that date forward. For the years
ended December 31, 2000 and 1999, the Company issued 14,000 and 35,000 stock
options, respectively. Compensation expense related to options issued to
non-employee directors was not material to the consolidated financial
statements.

In May 1998, the Company issued options outside of the Option Plan for the
purchase of 300,000 shares of common stock at an exercise price of $.01 per
share to an officer of the Company. The option vests over the earlier of certain
criteria or five years. The Company recognized as deferred compensation expense
the excess of the fair value of the common stock issuable upon the exercise of
such options over the aggregate exercise price of such options. The total
deferred compensation expense of $147,000 is being amortized over the vesting
period of the option.

In connection with the Company's reorganization in December 2000, 200,000
options to purchase the Company's common stock at $.01 per share were granted to
a former officer of the Company. These options were granted in lieu of cash owed
for prior services performed as an officer.

A summary of the Company's stock option activity, and related information
follows:

<TABLE>
<CAPTION>
                                                                            Weighted-Average        Weighted-Average
                                                             Options         Exercise Price            Fair Value
                                                             -------         --------------            ----------
<S>                                                       <C>                <C>                     <C>
Options Outstanding at December 31, 1998                      1,219,000      $           1.51        $            .55
   Granted                                                      250,000                  1.60                    1.12
   Exercised                                                         --                 --                      --
   Forfeited                                                         --                 --                      --
                                                          -------------      ----------------        ----------------

   OPTIONS OUTSTANDING AT DECEMBER 31, 1999                   1,469,000      $           1.53        $            .65
   ----------------------------------------               =============      ================        ================

   OPTIONS EXERCISABLE AT DECEMBER 31, 1999                     304,000      $           1.14        $            .65
   ----------------------------------------               =============      ================        ================

Options Outstanding at December 31, 1999                      1,469,000      $           1.53        $            .65
   Granted                                                      624,000                  1.99                    2.00
   Exercised                                                         --                 --                      --
   Forfeited                                                    (91,667)                 2.00                    2.00
                                                          -------------      ----------------        ----------------

   OPTIONS OUTSTANDING AT DECEMBER 31, 2000                   2,001,333      $           1.52        $            .69
   ----------------------------------------               =============      ================        ================
</TABLE>



                                      F-19
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #13
--------------------------------------------------------------------------------

[10] STOCK OPTION PLANS [CONTINUED]

                                               December 31, 2000
                                -----------------------------------------------
                                  Options Outstanding     Options Exercisable
                                  -------------------     -------------------
                                  Average    Weighted-                Weighted-
                                 Remaining    Average                  Average
   Range of         Number      Contractual  Exercise      Number     Exercise
Exercise Price    of Options       Life        Price     of Options     Price
--------------    ----------       ----        -----     ----------     -----
    $0.01            500,000       6.70        $0.01       500,000      $0.01
    $1.00            180,000       3.83        $1.00        88,875      $1.00
    $2.00          1,321,333       3.21        $2.00       960,791      $2.00

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-based
Compensation," ["SFAS" 123] requires the disclosure of pro forma net income had
the Company adopted the fair value method as of the beginning of 1995. Under
SFAS 123, the fair value of stock-based awards to employees is calculated
through the use of option pricing models, which require subjective assumptions,
including future stock price volatility and expected time to exercise, which
greatly affect the calculated values. The Company's calculations were made using
the Black-Scholes option pricing model with the following weighted average
assumptions: expected life, 60 months following vesting; stock volatility, .001%
in 2000 and 1999; risk free interest rates, approximately 6% in 2000 and 1999;
and no dividends during the expected terms. The Company's calculation is based
on a multiple option valuation approach and forfeitures are recognized as they
occur. If the computed fair value of the 2000 and 1999 awards had been amortized
to expense over the vesting period of the awards, pro forma net loss and net
loss per share for 2000 and 1999 would not change materially from the amount
represented in the accompanying statement of operations.

[11] PENSION PLAN

The Company has a 401(k) Pension Plan [the "Plan"]. Under the Plan, eligible
employees may make an election to defer any amount up to 20% of their annual
eligible compensation, subject to certain limitations. The Company makes an
annual contribution of 3% of the employee's annual eligible compensation, to a
maximum of $1,800 per year. Participants' contributions to the Plan vest
immediately and the Company's contributions are 100% vested [40% per year after
two years of service and 20% per year of service thereafter] after five years of
service. The Company's contributions to the Plan totaled approximately $43,000
and $54,000 for the years ended December 31, 2000 and 1999, respectively, and
were charged to operations.

[12] RELATED PARTY TRANSACTIONS

In May 1998, the Company purchased the royalty rights to ROSCOE software used in
Company operated centers in exchange for 100,000 shares of Company stock, having
an estimated fair value at the time, of $.50 per share, or $50,000, from an
officer of the Company. In July 1998, the Company purchased the royalty rights
to sell ROSCOE software to non-affiliated entities in exchange for 25,000 shares
of Company stock, having an estimated fair value at the time, of $.50 per share,
or $12,500, from the same officer of the Company.

The Company leases three medical facilities and warehouse space, from companies
owned by two directors of the Company. The Company recorded rent expense of
approximately $301,000 and $281,000 for the years ended December 31, 2000 and
1999, related to these facilities.

At December 31, 2000, the Company had $300,000 unsecured demand loan bearing
interest at 9% payable to a director of the Company. Interest expense on this
loan amounted to approximately $24,750 and $21,000 for the years ended December
31, 2000 and 1999, respectively [See Note 15].



                                      F-20
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #14
--------------------------------------------------------------------------------

[12] RELATED PARTY TRANSACTIONS [CONTINUED]

The Company has a $50,000 note payable at December 31, 2000 which is due to a
related company controlled by a stockholder. The note is non-interest bearing
and is payable at the earlier of (1) March 15, 2001, or (2) upon any merger or
acquisition of Worldwide by issuance of up to 17,500 shares [post split] of
common stock of the Company or 9.9% of the outstanding common stock of the
Company.

In November 2000, the Company borrowed $10,000 from a company owned by a
stockholder. Payment is due on demand and bears interest at 10% per annum.
Default provisions provide for the interest rate to increase to 18% in the event
of default. At December 31, 2000, the Company had $10,000 principal balance
outstanding related to this note payable.

In April 2000, the Company through its USCC subsidiary, entered into a
partnership agreement [USCMC-USCC] with U.S. Cancer Management Corporation, a
corporation wholly-owned by a member of the Company's Board of Directors. The
partnership is to develop and build outpatient radiation therapy centers in
Northern California to service patients of a Northern California based health
insurance payor network. Terms of the agreement provide that all profits are
distributed 51% to U.S. Cancer Management Corporation and 49% to USCC. In
addition, the partnership agreement provides that USCC will be required to
provide a total of $300,000 in financing to be paid, as defined in the
agreement, over the first 24 months of partnership operations or obtain
financing for the development of certain centers. If USCC fails to provide
financing its equity interest in the partnership will be reduced from 49% to 5%.
As of December 31, 2000, USCMC-USCC had substantially no operations.

The Company leases five of its centers in Florida from entities affiliated with
the Chairman of the Board and a member of the Company's Board of Directors. For
the year ended December 31, 2000 and 1999, the Company recorded approximately
$279,000 and $30,295 of rent expense related to these centers.

See Note 6 for additional related party disclosures.

[13] MEDICAL SERVICE AGREEMENT

In August 1999, the Company entered into a three year medical service agreement
with a Northern California based health insurance payor network ["Network"].
Terms of the agreement state that the Company will provide radiation oncology
services at agreed upon rates through its Hayward and Stockton facilities in
exchange for exclusive patient referrals from the Network. Included in accounts
receivable at December 31, 2000 is a net receivable balance of approximately
$1,535,000 [net of allowance of $164,000] due under this agreement.

[14] COMMITMENTS AND CONTINGENCIES

The Company leases certain facilities under various operating leases that expire
through 2007. Certain real estate leases have options to renew for periods from
3 to 15 years.

Future commitments under non-cancelable operating leases as of December 31, 2000
are as follows:

2001                                                          $       966,576
2002                                                                  898,102
2003                                                                  694,476
2004                                                                  566,811
2005                                                                  427,368
Thereafter                                                            191,402
                                                              ---------------

   TOTAL                                                      $     3,744,735
   -----                                                      ===============

Rent expense was approximately $1,086,000 and $672,000 for the years ended
December 31, 2000 and 1999, respectively.



                                      F-21
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #15
--------------------------------------------------------------------------------

[14] COMMITMENTS AND CONTINGENCIES [CONTINUED]

The Company from time to time is a party to claims, suits, or complaints
relating to services and products provided by the Company or physicians with
whom the Company contracts for services. The Company maintains insurance
coverage that it believes to be adequate both as to covered risks and amounts.
In addition, pursuant to the service agreements, the affiliated physician groups
are required to maintain comprehensive professional liability insurance.
Successful malpractice claims asserted against the affiliated physicians or the
Company could, however, have a material adverse effect on the Company.

In August 2000, the Company amended each of its four employment agreements with
members of management. These agreements will have terms expiring through May
2006. As of December 31, 2000, the Company was required to provide the following
minimum annual base salaries and bonuses, including minimum annual increases.

2001                                                          $       745,000
2002                                                                  781,000
2003                                                                  725,000
2004                                                                  690,000
2005                                                                  481,000
Thereafter                                                            125,000
                                                              ---------------

   TOTAL                                                      $     3,547,000
   -----                                                      ===============

In addition to the above base salaries, several employees are entitled to a
discretionary bonus approved by the Compensation Committee of the Company's
Board of Directors. The Company can terminate each employment agreement without
cause but may be required to issue severance pay.

Each of the wholly owned centers has agreements with radiation oncologists as
independent contractors under long-term agreements to provide medical services
at the facilities. The radiation oncologists are compensated by the Company
under an annual renewable agreement based on the number of procedures performed
in accordance with a standard fee schedule, or as a percentage of the center's
income.

[15] SUBSEQUENT EVENTS

In January 2001, the Company designated, authorized and issued 1,000 shares of
Series D cumulative accelerating redeemable preferred stock ["Series D stock"]
with a fair value of $2,500 per share. The Series D stock is convertible into
common stock at a price equal to the fair market value at date of authorization
and issuance of $1.30 per share, subject to adjustment.

In January 2001, the Company designated, authorized and issued 1,000 shares of
Series E cumulative accelerating redeemable preferred stock ["Series E stock"]
with a fair value of $4,000 per share. The Series E stock is convertible into
common stock at a price equal to the fair market value at date of authorization
and issuance of $1.30 per share, subject to adjustment.

In January 2001, simultaneous with the closing of the reorganization agreement,
USCC completed institutional funding and debt restructuring of $4,000,000
through a Series E preferred stock investment, with a conversion price of $1.30
per share and $1,500,000 of secured debt. From the gross funds of $5,500,000,
the Company repaid $1,515,281 of convertible promissory notes payable [including
accrued interest] [See Note 6] and $470,000 of investment banking and legal
fees.

The Company has retained an investment banking firm to provide consulting
services. In January 2001, the Company issued 330,000 shares of common stock and
warrants to purchase 307,692 shares of the Company's common stock at an exercise
price equal to the fair market value on the date of exercise for investment
banking services performed in connection with the Company's reorganization.



                                      F-22
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #16
--------------------------------------------------------------------------------

[15] SUBSEQUENT EVENTS [CONTINUED]

In January 2001, in connection with the Company's reorganization, the Company
issued 25,000 shares of common stock for legal services and options to purchase
130,000 shares of common stock at an exercise price of $.01 per share to two
directors for services performed.

The Company executed its rights under the original Florida Radiation Oncology
Group ["FROG"] acquisition in October 1998, to acquire an additional FROG owned
facility located in Jacksonville, Florida. In January 2001, the Company
consummated its acquisition of FROG Beaches [the "Center"] oncology center. The
terms of the merger provide for the issuance of $2,500,000 of Series D preferred
stock, with a conversion price equal to the fair market value at date of
authorization and issuance of $1.30 in exchange for the remaining equity
interests of the Center.

The following unaudited pro forma information reflects the acquisition of the
FROG Beaches facility under the purchase method of accounting. The balance sheet
data represents the effect of the transaction as if it occurred on December 31,
2000. The income statement data reflects the transaction as if it occurred on
January 1, 2000. Pro forma information may not be indicative of what would have
occurred if the combination had been in effect on the dates indicated.


                                                                    December 31,
                                                                    ------------
                                                                      2 0 0 0
                                                                      -------
                                                                    [Unaudited]
Pro Forma Balance Sheet Data:
   Total Assets                                                     $37,305,659
                                                                    ===========

   Total Equity                                                     $ 1,908,833
                                                                    ===========

Pro Forma Income Statement Data:
   Net Loss                                                         $   (23,713)
   Preferred Stock Dividends                                          1,433,007
                                                                    -----------

   Net Loss Available to Common Stock Shareholders                  $(1,456,720)
                                                                    ===========

   Basic and Diluted [Loss] Per Common Share                        $      (.16)
                                                                    ===========

   Weighted Average Common Shares Outstanding - Basic and Diluted     9,374,816
                                                                    ===========

In March 2001, the Company issued 175,000 shares of its common stock in
connection with a consulting agreement. An amendment to the original agreement
provided that the consultant waive his right to receive payment upon closing of
the Company's reorganization to March 15, 2001.

On May 10, 2001, the Company reached an agreement to repay a director of the
Company for various debt obligations owed by the Company. The agreement provides
for the Company to (1) pay a lump sum cash payment of approximately $444,000 and
(2) convert $716,337 of debt obligations, accrued interest and other expenses
owed the director into shares of the Company's common stock at a price of $2.00
per share. Terms of the agreement state that the conversion will only occur if,
and immediately prior to, the sale of such converted shares at a price of $2.25
per share. Any portion of the indebtedness that does not convert into shares of
the Company's common stock by April 2002 will become immediately due and payable
at such date [See Notes 6 and 12].



                                      F-23
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #17
--------------------------------------------------------------------------------

[16] SUBSEQUENT EVENTS [UNAUDITED]

COMMON STOCK - CONTINGENT - Of the 612,500 contingent shares issued in exchange
for $1,225,000 in debt as of December 31, 2000, the holders of 167,5000 shares
exercised their option to have the Company repurchase the shares at $2.00 per
share plus accrued interest at 10% from the date of the initial contingent
conversion. Three holders were issued payments in the amount of $335,000 plus
interest in exchange for 167,500 shares of the Company's common stock. Such
167,500 shares repurchased by the Company were retired to treasury stock. In
addition, the Company entered into new agreements with several of the contingent
shareholders to extend the put option feature of 445,000 shares at a put price
of $2.00 per share until December through June 1, 2002. The Company also
repriced the exercise price on 190,000 common stock warrants previously issued
the convertible debt holders from $2.00 to $.01 in exchange for the holders
accepting a conversion extension through June 2001.

[17] RESTATEMENT

In July 2001, the Company became aware that the allowance for contractual
adjustments was incorrectly determined. The Company has determined that the
allowance was understated and revenue was overstated as of and for the year
ended December 31, 2000. The effect of this adjustment is a decrease to pre-tax
operating income of $623,810. The Company has also determined to make
adjustments to the deferred tax asset and the related income tax benefit for the
tax effects of the adjustment to the contractual allowance and the related
increase in the net operating loss carryforward. The effect of this adjustment
increased the deferred tax asset and the income tax benefit by $217,504.

In addition, in August 2001, the Company determined that it had understated
compensation expense during the year ended December 31, 2000 for the reduction
in the exercise price of 690,000 stock options held by two directors of the
Company in November 2000 [See Note 9]. Under provisions of FIN #44, the Company
has recorded an adjustment of $1,373,000 to pre-tax operating income. Due to the
tax law regulations regarding treatment of stock options, no income tax
adjustment has been recorded pertaining to this adjustment.

Management believes that it has made all of the adjustments considered necessary
to present fairly the Company's consolidated financial position and results of
operations as of and for the year ended December 31, 2000.

The following tables set forth the adjustment made to the Company's previously
issued 2000 consolidated financial statements:

Consolidated Statement of Operations:

<TABLE>
<CAPTION>
                                                      As Previously
                                                        Reported           Adjustments      As Restated
                                                        --------           -----------      -----------
<S>                                                  <C>                <C>              <C>
Revenues                                             $     20,632,764   $     (623,810)  $     20,008,954
Operating Expenses                                         17,482,490       (1,373,000)        18,855,490
Other Expenses                                              2,474,151               --          2,474,151
                                                     ----------------   --------------   ----------------

Income Before Minority Interest and Income
   Tax Benefit                                                676,123       (1,996,810)        (1,320,687)
Minority Interest                                            (372,366)              --           (372,366)
Income Tax Benefit                                            199,498          217,504            417,002
                                                     ----------------   --------------   ----------------

Net Income [Loss]                                    $        503,255   $   (1,779,306)  $     (1,276,051)
                                                     ================   ==============   ================

Net Income [Loss]                                    $        503,255                    $     (1,276,051)
Deduct: Preferred Stock Dividends                           1,133,007                           1,133,007
                                                     ----------------                    ----------------

Net [Loss] Used in Per Common Share Calculation      $       (629,752)                   $     (2,409,058)
                                                     ================                    ================

Basic and Diluted [Loss] Per Common Share            $          (0.08)                   $          (0.30)
                                                     ================                    ================

Weighted Average Common Shares Outstanding -
   Basic and Diluted                                        8,024,816                           8,024,816
                                                     ================                    ================
</TABLE>



                                      F-24
<PAGE>



ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #18
--------------------------------------------------------------------------------

[17] RESTATEMENT [CONTINUED]

Consolidated Balance Sheet:

<TABLE>
<CAPTION>
                                                   As Previously
                                                     Reported          Adjustments       As Restated
                                                     --------          -----------       -----------
<S>                                              <C>                <C>              <C>
Assets:
Current Assets:
   Cash                                          $        50,696    $           --   $           50,696
   Accounts Receivable - Net                           5,723,858          (623,810)           5,100,048
   Prepaid Expenses and Other                            335,086                --              335,086
   Deferred Income Taxes                                  72,001           217,504              289,505
                                                 ---------------    --------------   ------------------

   Total Current Assets                                6,181,641          (406,306)           5,775,335

Property and Equipment - Net                          14,845,477                --           14,845,477

Deferred Loan Costs [Net of Accumulated
   Amortization]                                         409,716                --              409,716

Excess of Cost Over Fair Value of Net Assets
   Acquired [Net of Accumulated Amortization]         15,415,295                --           15,415,295

Other Assets - Net                                       212,975                --              212,975
                                                 ---------------    --------------   ------------------

   Total Assets                                  $    37,065,104    $     (406,306)  $       36,658,798
                                                 ===============    ==============   ==================

Liabilities and Stockholders' Equity:
Current Liabilities                              $    11,750,742    $           --   $       11,750,742
Long-Term Debt                                        13,202,677                --           13,202,677
Deferred Income Taxes                                    580,378                --              580,378
                                                 ---------------    --------------   ------------------

   Total Liabilities                                  25,533,797                --           25,533,797
                                                 ---------------    --------------   ------------------

Minority Interest                                         72,529                --               72,529
                                                 ---------------    --------------   ------------------

Commitments                                                   --                --                   --
                                                 ---------------    --------------   ------------------

Common Stock - Contingent                              1,225,000                --            1,225,000
                                                 ---------------    --------------   ------------------

Redeemable Preferred Stock                             8,535,000                --            8,535,000
                                                 ---------------    --------------   ------------------

Stockholders' Equity:
   Common Stock                                            7,413                --                7,413
   Additional Paid-in Capital                          4,531,238         1,373,000            5,904,238
   Deferred Compensation                                 (71,050)               --              (71,050)
   Accumulated Deficit                                (2,768,823)       (1,779,306)          (4,548,129)
                                                 ---------------    --------------   ------------------

   Total Stockholders' Equity                          1,698,778          (406,306)           1,292,472
                                                 ---------------    --------------   ------------------

   Total Liabilities and Stockholders' Equity    $    37,065,104    $     (406,306)  $       36,658,798
                                                 ===============    ==============   ==================
</TABLE>




                                      F-25
<PAGE>


ONCURE TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SHEET #19
--------------------------------------------------------------------------------

[18] SUBSEQUENT EVENTS [UNAUDITED]

In September 2001, the Company entered into an exchange agreement with DVI
Financial Services ["DVI"] [one of our stockholders] whereby DVI exchanged 1,000
shares of Series B Preferred Stock [together with all accrued and unpaid
dividends on the Series B Preferred Stock] for an aggregate of 1,337,738 shares
of common stock [147,262 shares of common stock were issued to DVI as payment
for accrued and unpaid dividends].

In addition, certain rights involving the Series C Preferred Stock and shares of
common stock owned by DVI were extended as discussed in the exchange agreement.


                                 . . . . . . . .





                                      F-26
<PAGE>



                                   SIGNATURES

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



                                            ONCURE TECHNOLOGIES CORP.


Dated:   October 18, 2001                   By: /s/ Jeffrey A. Goffman
                                                ----------------------
                                                Jeffrey A. Goffman
                                                Chief Executive Officer,
                                                President and Director

Dated:   October 18, 2001                   By: /s/ Richard Baker
                                                -----------------
                                                Richard Baker
                                                Chief Financial Officer



                                      F-27