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

                                   Form 10-KSB


[X]  Annual Report Under Section 13 or 15(d) of the  Securities  Exchange Act of
     1934

                   For the fiscal year ended December 31, 2002

[ ]  Transition Report Under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

     For the transition period from_______________________to________________

                         Commission File No.: 000-49612

                       FIRST MEDICAL RESOURCES CORPORATION
                -----------------------------------------------
                 (Name of small business issuer in its charter)

           Nevada                                       86-1038019
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                455 Market Street
                                    Suite 455
                         San Francisco, California 94105
          (Address, including zip code, of principal executive offices)


Issuer's telephone number : (415) 543-1535

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

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

                     Common Stock, Par Value $.001 Per Share
                                (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 contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ X ]

State issuer's revenues for its most recent fiscal year.  $ 0.00

As of December 31,  2002,  the Company had  10,031,250  shares of its $0.001 par
value common stock issued and outstanding.  As there is no public trading market
for these  securities,  the Company is unable to determine the aggregate  market
value  of  the  common  stock,   the  only  class  of  voting  stock,   held  by
nonaffiliates.

                                       1
<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

Transitional Small Business Disclosure Form (Check one):    Yes [ ]      No [X]

To  simplify  the  language  in  this  Form  10-KSB,   First  Medical  Resources
Corporation,  a Nevada  corporation,  formerly WDO  Corporation,  is referred to
herein as the "Company."

                                   FORM 10-KSB
                                December 31,2002
                         FIRST MEDICAL RESOURCES CORP..

                                TABLE OF CONTENTS


FORWARD LOOKING STATEMENTS...................................................  3

PART I

         ITEM 1.     Description of Business.................................  3
         ITEM 2.     Description of Property................................. 14
         ITEM 3.     Legal Proceedings....................................... 14
         ITEM 4.     Submission of Matters to a Vote of Security Holders..... 14

PART II

         ITEM 5.     Market for Registrant's Common Equity and Related
                         Stockholder Matters................................. 15
         ITEM 6.     Management's Discussion and Analysis of Financial
                         Condition and Results of Operations................. 15
         ITEM 7.     Financial Statements.................................... 16
         ITEM 8.     Changes in and Disagreements with Accountants........... 16

PART III

         ITEM 9.    Directors, Executive Officers, Promoters and
                         Control Persons..................................... 16
         ITEM 10.   Executive Compensation................................... 17
         ITEM 11.   Security Ownership of Certain Beneficial Owners
                         and Management...................................... 18
         ITEM 12.   Certain Relationships and Related Transactions........... 18
         ITEM 13.   Exhibits and Reports on Form 8-K......................... 18
         ITEM 14.   Controls and Procedures.................................. 19
PART IV

         Financial Statements................................................ 20
         Signatures.......................................................... 31
         Certifications Pursuant to Section 906 of Sarbanes-Oxley
         Act of 2002.................................................... 32 - 33


                                       2
<PAGE>

                           FORWARD LOOKING STATEMENTS

Some of the information contained in this Report may constitute  forward-looking
statements or statements within the meaning of the Private Securities Litigation
Reform  Act of 1995.  These  forward-looking  statements  are  based on  current
expectations and projections about future events. The words "estimate",  "plan",
"intend",  "expect",  "anticipate"  and  similar  expressions  are  intended  to
identify forward-looking statements which involve, and are subject to, known and
unknown risks,  uncertainties  and other factors which could cause the Company's
actual results,  financial or operating  performance,  or achievements to differ
from  future  results,  financial  or  operating  performance,  or  achievements
expressed  or  implied  by  such  forward-looking  statements.  Projections  and
assumptions   contained  and  expressed   herein  were  reasonably   based  upon
information available to the Company at the time so furnished and as of the date
of this filing.  All such projections and assumptions are subject to significant
uncertainties and contingencies, many of which are beyond the Company's control,
and no assurance can be given that the projections  will be realized.  Potential
investors are cautioned not to place undue reliance on any such  forward-looking
statements,  which speak only as of the date hereof.  The Company  undertakes no
obligation to publicly release any revisions to these forward-looking statements
to reflect  events or  circumstances  after the date  hereof or to  reflect  the
occurrence of unanticipated events.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

                                   The Company

The Company was  incorporated  on July 31, 2001,  under the laws of the State of
Nevada as WDO Corporation.  WDO Corporation was a "blank check" company that had
no  operations  or business  objective  other than to seek a suitable  merger or
acquisition candidate.

On September 25,  2002, an Agreement and Plan of Merger (the "Merger Agreement")
was consummated with the following parties participating:  (a) certain principal
shareholders,  William D. O'Neal and Stephen F. Burg,  (b) the  Company's wholly
owned subsidiary,  FMRC Acquisitions Corp., a Nevada corporation  ("Acquisitions
Corporation")  and  (c) First  Medical  Resources   Corporation,   a  California
corporation ("FMRC").

Pursuant to the Merger  Agreement,  the Company issued  18,250,000 shares of its
common stock, in the aggregate, to shareholders of FMRC, in exchange for all the
outstanding common stock of FMRC, consisting of 18,250,000 shares.  Effective on
October 8,  2002, FMRC  Acquisitions  Corp. and FMRC merged and FMRC survived in
accordance  with the Agreement of Merger filed with the California  Secretary of
State on October 8, 2002, and Articles of Merger filed with the Nevada Secretary
of State on October 8, 2002.

Additionally,  pursuant to the Merger  Agreement,  Mr. O'Neal  and Mr. Burg each
returned to the treasury  9,125,000  shares of their  common stock  beneficially
owned by them, and the Company  cancelled those shares.  Except for the exchange
of shares  described above, no other  consideration  was paid or received by any
party to the Merger Agreement.

As a result  of the  acquisition  of FMRC,  the  Company  underwent  a change in
control.  The  Company  issued  to the  former  owners  of  FMRC,  collectively,
18,250,000  shares of its common  stock out of a total of  20,000,000  shares of
common stock issued and outstanding following the acquisition.  As a result, the
former  owners of FMRC became the owners of 91.25% of the  Company's  issued and
outstanding common stock.

                                       3
<PAGE>

Pursuant to the Merger  Agreement,  upon the  resignation  of Mr. Burg  from the
Company's  Board of  Directors,  James D. Durham was  appointed  to the Board of
Directors  as of the  effective  date  of the  merger.  Pursuant  to the  Merger
Agreement,  registrant's officers resigned and new officers were duly elected as
of the effective date of the merger.

On November 20,  2002, the Board of Directors of the Company approved the change
of the  Company's  name  from "WDO  Corporation"  to  "First  Medical  Resources
Corporation" and a reverse stock split in which every two shares of Common Stock
outstanding  would become one share of Common  Stock of the Company.  By written
consent dated  November 20,  2002, the shareholders of the Company also approved
the name change and reverse stock split.

On December 31, 2001, Mr. O'Neal resigned from the Board of Directors.

                                   The Concept

First Medical  Resources  Corporation  has been formed to capitalize on a unique
opportunity  believed to exist in the U.S.  healthcare  service  industry.  This
opportunity is created by a convergence of rapidly increasing  healthcare costs,
a highly fragmented  healthcare  service sector and extremely  difficult private
capital markets.

The  rapidly  increasing  healthcare  costs  of  the  early  1990s,  which  were
relatively  controlled  between 1994 and 1999, have returned.  Healthcare  costs
increased 12% in 2001,  and are expected to increase  about 15% in both 2002 and
2003.  These annual  increases  are  expected to continue  with the aging of the
population,  earlier  detection  of  disease,  and new high cost  therapies.  No
company yet exists that seems to have an answer for controlling the skyrocketing
trend increases.  There will be increasing  pressure on the Bush  Administration
and private markets to control these costs.

One such method of  controlling  costs  involves the  utilization  of Third Pary
Administrators  ("TPAs) by large employers to process their  employees'  medical
and  dental  claims  and manage the  payment  process  to  providers.  There are
hundreds of TPAs throughout the United States, most of whom service clients from
a very small geographic area.. However, due to their relatively small size, many
are unable to maximize their  potential,  obtain outside capital or expand their
distribution  network.  The Company  has been  created to serve as a conduit for
consolidating  this highly  fragmented  industry  into one with greater mass and
operating efficiency.  The Company's management believes that such consolidation
will lower the cost of  processing  and paying  insurance  claims.  We intend to
select and consolidate  small,  well-run private  companies into a larger public
entity.


Many of these companies appear to encompass the following characteristics:

     o    revenues  ranging  between  $1 million  and $10  million  with  modest
          profits;
     o    restricted geographic focus;
     o    limited depth and scope of product offering;
     o    inability to leverage current client base;
     o    limited utilization of or ability to invest in technology;
     o    insufficient investment in continuing education and other professional
          requirements to create employee loyalty and company differentiation;
     o    limited  ability  to attract  professional  management  or  investment
          capital; and
     o    few avenues for liquidity.

                                       4
<PAGE>

The  Company  intends  to  provide  a  platform  for  select  companies  in this
environment to consolidate and create sufficient critical mass to provide access
to capital and professional management, build a common technology backbone, open
new markets,  and reinvest in the professional  staff to create a larger revenue
opportunity.  This will be accomplished  initially through acquisitions followed
closely  with an  integration  strategy  utilizing  technology  for  expense and
operating synergies.

In support of this  process,  the Company will attempt to utilize the  following
strategies:

     o    hire experienced management in the targeted healthcare service sector;
     o    use publicly traded stock for its acquisition currency;
     o    hire  management  with  expertise  in the  requirements  of the public
          equity markets;
     o    integration of systems  capabilities  and technology  "know-how"  will
          leverage the assets of acquired companies for greater efficiencies and
          profitability;
     o    use its  experience in acquiring and  integrating  healthcare  service
          companies to ensure smooth integration of personnel.

                                 Market Analysis

The  healthcare  industry  has seen many  changes  since the 1980s.  This should
continue  into the 21st  century,  transforming  the method in which  healthcare
providers function and the types of healthcare services that they provide.  Some
of the  factors  that  will  influence  the  pace and  direction  of  change  in
healthcare markets include:

     o    An aging population with an increased demand for healthcare services;
     o    Rising national healthcare expenditures;
     o    Consumer demand for provider choice;
     o    Reduced reimbursement levels to providers;
     o    New and costly diagnostic and therapeutic technologies;
     o    New  approaches  to  care  management  based  on  practice  guidelines
          implemented by point-of-care information systems and specific provider
          peer-to-peer comparative feedback.

Management  contends  that the  traditional  approach  to  managed  care has not
succeeded.  As an example,  an objective of the Health Maintenance  Organization
(HMO)  Act of 1973  was to  stimulate  competition  between  health  plans  in a
geographic  region.  Each health plan was anticipated to hire or contract with a
select group of physicians.  The select physician groups would contract with one
health  plan-such as the Kaiser  Permanente  Physician  Group contracts with the
Kaiser  Permanente  Health Plan. The end result would be health plan competition
that would drive health system quality and efficiency.  To date,  however,  this
objective has not been achieved,  except in some isolated instances.  Physicians
and physician  groups  generally  contract with the majority of health plans and
preferred provider organizations (PPOs) in a geographic region.  Consequently, a
health plan or PPO  generally  controls no more than  1%-to-15% of a physician's
medical practice.  The end result is that 'true' health plan competition has not
occurred (i.e.,  health plans compete on premium price, and not on improving the
medical care delivery system).  Therefore,  health plans and PPOs generally have
not  adequately   addressed  or  improved   individual   physician  quality  and
efficiency.

Moreover,  during the past three  decades,  health plans and PPOs generally have
focused on  obtaining  price  discounts  as a method of choice  for  controlling
rising medical  -expenses,  which  represent only one component of such expense.
The networks have remained  broad-based to preserve  geographic  coverage and to
minimize physician disruption for employees.

                                       5
<PAGE>

However, health plans and PPOs are not to blame exclusively for continued rising
prices of health care. Employers and other purchasers have rewarded health plans
and PPOs if the physician network was broad-based, achieved significant per unit
price discounts, and resulted in little disruption to current employee-physician
ties.  Consequently,  purchaser  demands for large physician  networks drove the
health plan and PPO markets.

These demands provided financial incentive for health plans and PPOs to contract
with almost any  physician  (and  physician  group) that would accept a per unit
price discount. Moreover,  purchasers provide additional financial incentive for
health plans and PPOs to build their  networks as rapidly as possible.  For this
reason, health plans and PPOs paid little attention to overall physician quality
and efficiency;  accepting a price discount was good enough.  Consequently,  the
market has not addressed other  components of rising medical  expenses,  such as
volume and  intensity of medical  services,  which now accounts for about 50% of
medical cost increases. The result is that medical costs have returned to annual
double-digit  increases,  and these  increases are expected to continue into the
foreseeable future.

The Company  plans to focus on the  aggregation  of TPAs in order to service the
needs of  healthcare  purchasers.  TPAs can serve as a  platform  for  improving
patient  quality of care and reducing  healthcare  expenditures.  TPAs were also
selected  because of the synergies that  management  believes will exist between
the acquired  business  units,  from  leveraging  existing  client bases for new
products and services to the sourcing of experienced  personnel to deliver those
products and services.

The TPA sector remains highly fragmented.  These small, privately held companies
have a  significant  need for  expansion  capital  in order to  deliver  the new
products  and  services  required  to  remain   competitive  in  the  healthcare
marketplace. Yet, these companies are constrained by extremely difficult capital
markets for private equity placements.  Further,  expansion capital from venture
capital  firms or  financial  institutions  is scarce.  The  interplay  of these
factors has created the opportunity that led to the formation of the Company.

                                Business Strategy

The Company will  attempt to become a leader in the TPA market.  The market size
of this sector is currently $4.5 billion with  projected  growth of 15% per year
through  2010.  As  health  maintenance   organizations  (HMOs)  and  commercial
insurance carriers sustain criticism for not containing healthcare expenditures,
purchasers  should further  consider TPAs to control their  significant  medical
trend  increases.  The TPA  market  has  greater  flexibility  for  implementing
immediate  cost  management  strategies  when  compared  to HMOs and  commercial
carriers that need to abide by state and federal regulations.

TPAs  represent  a highly  fragmented  service  within the  healthcare  delivery
industry.  There are about 1,600 companies performing TPA-type functions.  About
900 of these TPAs are independent, privately held companies that seek commercial
healthcare  business (with revenues  totaling $4.5 billion).  Of these 900 TPAs,
about 750 direct services to the group medical healthcare market, and 150 direct
services to the workers' compensation market. The remaining 700 TPAs are captive
TPAs that are owned by a parent company to serve the parent  company's  specific
needs.  (If captive TPAs are  included in the market size  revenue  calculation,
then  revenue  in the TPA  sector  is about  50%  higher  than the  stated  $4.5
billion).

The typical TPA services  approximately  25,000 employees (or over 50,000 unique
individuals  or  members),  30%  enrolling  move than 25,000  employees  and 70%
enrolling  less than  25,000  employees.  Services  provided  by TPAs  generally


                                       6
<PAGE>

include  medical  and  COBRA  claims  administration,  medical  cost  management
services,  and  specialty-area   management  services  (e.g.,  pharmacy  benefit
management, mental health management,  catastrophic patient management,  chronic
disease management). Fees charged on a per employee per month (PEPM) basis range
from $9 to $25 PEPM-with the average PEPM being $17. Therefore,  the typical TPA
will average $5 million (or $17 PEPM x 12 x 25,000 employees) in annual revenue.

None  of  the   TPAs   are   publicly   traded.   However,   CBCA,   a  TPA  for
employer-sponsored self-insured health benefits, has acquired USI Administrators
and HRM Claims  Management.  The  combined  company  now has  annual  revenue of
approximately$100  million, all of which is derived from third-party  healthcare
claims  administration  and related processing  services.  CBCA now manages over
$1.25 billion of annual disbursement to healthcare providers nationwide.

The  Company's  strategy will be to build a national  third party  administrator
(TPA)  platform  to  service  the  needs of  self-insured  employers  and  other
purchasers  that  desire to improve  the  quality of patient  care and to reduce
healthcare expenditures. This will be accomplished by purchasing several TPAs in
each  region  of  country.  There are at least  five  strategic  advantages  for
building this national TPA platform:

     1.   Win new  self-insured  business by offering a new,  effective  benefit
          design. The Company's  strategy should reduce the purchaser's  overall
          medical  expenditures  by an estimated  10% while  preserving  current
          benefit offering levels and employee access to a broad-based  provider
          network.

     2.   Improve  current  and  future  operational  efficiencies.   Management
          believes  that  economies  of scale will be  recognized  in building a
          large, national TPA plan. For example, TPAs today need to purchase (or
          rent)  their own  claims  processing  systems  and hire an IT staff to
          maintain the hardware and operational infrastructure. A large national
          TPA can centralize many of these elements, and eliminate a significant
          part of the  duplication  that  exists in the  market.  Moreover,  new
          operational  healthcare  regulations,  such as those  brought about by
          HIPAA, can be cost-effectively addressed by larger TPA firms.

     3.   Maximize value of vendor relationships.  In most markets, size matters
          when  negotiating  with  vendors.  The  TPA  market  in no  exception.
          Management  recognizes  that  increased  size provides a TPA plan with
          increased negotiating leverage to lower vendor fees and to request the
          development  of  proprietary  products that better serve our purchaser
          clients.

     4.   Improve management of non-network  claims. The Company's TPA plan will
          devote   significant   resources  to  the   effective   management  of
          non-network  services.  Payers report that patients  seeking care from
          non-network  providers incur 10%-to-20% of total health  expenditures.
          The  Company's  TPA plan will devote  resources to improve the current
          processes in the market.  We recognize that the potential  savings are
          too great to be ignored.

     5.   Access  to  leading  patient  management  strategies.   Patients  with
          significant  medical treatment  requirements need to be identified and
          managed  before  incurring  significant  expenses.  Consequently,  the
          Company will continue to invest resources to develop and refine models
          that predict  patients  that will incur  significant  resources in the
          near future.

                                       7
<PAGE>

The Company intends to build the largest  national  physician-level  quality and
efficiency  rankings  database,  and  implementing  a benefit  plan  design that
directs  employees to quality and efficient  physicians.  This  strategy  should
reduce the purchaser's  overall  medical  expenditures by an estimated 10% while
preserving  current benefit offering levels and employee access to a broad-based
provider network.  The Company will also modify purchasers'  existing in-network
managed care benefit plan design,  and direct  employees to the higher  quality,
more efficient contracted network providers. Efficiency means minimizing medical
resources to treat a medical  condition and achieve a desired quality of patient
care.  Therefore,  efficiency  is a function of unit  price,  volume of service,
intensity of service, and quality of care.

Management   will  establish   rigorous   procedures  for   integrating   future
acquisitions.  Integration  excellence  will enhance the value that each new TPA
acquired  brings  to the  Company.  The  key to  successful  integration  is the
migration  of  each  acquired  TPA  to a  corporate  technology  platform  while
simultaneously   maintaining   the  local  market   relationships.   Operational
requirements,  implementation  timelines,  and business  revenue and operational
performance measures will be clearly defined.


                                   Competition

Management  believes  that the  Company's  business  model will  differ from its
smaller competitors in several material respects:

     o    A national  TPA will be able to address a much  larger  segment of the
          market because it will be able to serve larger companies.

     o    A  larger  TPA  organization  will  be  able  to  offer   professional
          management that many smaller competitors cannot afford.

     o    A broader  based  TPA will need to  implement  the  latest  technology
          applications to enhance efficiencies.

     o    Critical   mass  makes  it  possible  to  build  a  larger  sales  and
          distribution network than most of our smaller competitors.

Some of the Company's larger competitors have greater financial,  managerial and
marketing   resources  than  us.  In  addition,   these   competitors  may  have
pre-existing  relationships with providers and purchasers that will be difficult
to surmount.  Existing or future  competitors may develop or offer services that
provide  price,  service or other  advantages  that are more  attractive  to the
target customer base. If we fail to compete  successfully against our current or
future  competitors  with  respect  to  these or other  factors,  our  business,
financial  condition,  and results of operations may be materially and adversely
affected.

                                  Risk Factors

The risks described  below are not the only ones facing the Company.  Additional
risks may also impair the Company's business operations. If any of the following
risks occur, the business,  financial condition,  or results of operations could
be materially adversely affected.

This Report  contains  forward-looking  statements that involve a high degree of
risk and uncertainty.  These statements relate to future events or the Company's
future operational or financial  performance.  Such statements include,  but are
not  limited  to,  statements  containing  the words  "may,"  "will,"  "should,"
"expects,"   "plans,"   "anticipates,   "believes,"   "estimates,"   "predicts,"


                                       8
<PAGE>

"potential,"  or "continue"  or the negative of such terms and other  comparable
terminology.  These statements reflect management's opinions only as of the date
of this Report.  Actual events or results may differ  materially.  In evaluating
these statements,  you should carefully consider various factors,  including the
risks  outlined  below.  These and other factors may cause the Company's  actual
results to differ materially from any forward-looking statement.

No operating history; anticipation of losses.

The Company  was  incorporated  on July 31,  2001.  To date,  the Company has no
operating  business  and  no  operating  history.  Consequently,  a  prospective
investor has no historical  results of operations or financial  information that
may  give  the  prospective  investor  an  indication  of the  Company's  future
operating results.

The Company is a  development  stage  business.  Companies  in an early stage of
development   frequently  encounter  many  risks,   expenses  and  difficulties,
especially  if they  operate in new and  rapidly  evolving  markets  such as the
healthcare service sectors that the Company has targeted. The risks faced by the
Company  include,  but are not  limited  to, the need to  continue to raise debt
and/or equity capital,  a new and evolving  business model and the management of
growth.  To address these risks, the Company must, among other things,  continue
to develop  the  strength  and  quality of its  operations,  maximize  the value
delivered  to  clients,  respond to  competitive  developments  and  continue to
attract, retain and motivate qualified employees and managers. If the Company is
not successful, its business, results of operations and financial condition will
be materially and adversely affected.

The Company  cannot be sure that it will be successful in  implementing  its new
business  model or that its business model will not require  further  changes as
its business and target  markets  mature.  In addition,  the Company  intends to
continue to invest heavily in  infrastructure  development  and  marketing.  The
Company may need to raise  substantial  amounts of debt and/or additional equity
capital to fund these  operations.  As a result,  the  Company  expects to incur
operating  losses for the  foreseeable  future and may need to raise  capital to
fund these losses.  There can be no assurances  that the Company will be able to
raise this  capital,  nor can there be any  assurances  that the Company will be
able to achieve or sustain profitability.


The Company will  require  significant  future  capital and its ability to raise
additional capital is uncertain.

The expansion and development of the Company's business will require significant
additional  capital.  The Company will need to secure financing in order to fund
its  anticipated  losses  from  operations.  The  Company may be unable to raise
additional  capital on acceptable  terms, or at all. If the Company is unable to
raise additional capital, its business will be significantly  harmed,  including
its ability to meet its operating capital  requirements,  to complete additional
acquisitions and to compete successfully. In addition, there can be no assurance
that the Company will be able to finance or complete its first  acquisition in a
timely fashion, or at all.

Furthermore,   any  debt  financing,  if  available,   may  involve  restrictive
covenants,  which may limit the Company's operating  flexibility with respect to
certain business matters. If additional funds are raised through the issuance of
equity   securities,   the  percentage   ownership  of  the  Company's  existing
stockholders  will  be  reduced,  its  stockholders  may  experience  additional
dilution  in net book  value per  share,  and such  equity  securities  may have
rights,  preferences  or privileges  senior to those of the  Company's  existing
stockholders.

                                       9
<PAGE>


The Company may not succeed in acquiring businesses.

To succeed in its business strategy,  the Company must grow its business through
acquisitions.  However,  to date the Company has not completed any acquisitions.
The Company may be unable to identify  acquisition  targets that meet its needs.
In addition, even if attractive acquisition targets are identified, such targets
may be unwilling to be acquired on terms that are  acceptable  to the Company or
on any  terms.  Moreover,  the  Company  may be unable to obtain  any  necessary
financing  on  acceptable  terms  to  finance  acquisitions  that it  wishes  to
accomplish. If the Company is unable to identify and close acquisitions on terms
that it deems acceptable, its business will suffer.



Fluctuations in patient  occupancy at the hospital and healthcare  facilities of
the Company's clients may adversely affect the demand for the Company's services
and therefore its profitability .

Demand for the  services  we intend to offer is  significantly  affected  by the
general level of patient occupancy at the hospital and healthcare facilities the
Company  hopes to acquire as  customers.  When  occupancy  increases,  temporary
employees are often added before  full-time  employees  are hired.  As occupancy
decreases, hospital and healthcare facilities typically will reduce their use of
temporary  employees before undertaking  layoffs in their regular employees.  In
addition,  the Company may experience more  competitive  pricing pressure during
periods  of  occupancy  downturn.   Occupancy  at  healthcare   facilities  also
fluctuates due to the seasonality of some elective procedures.  The Company does
not anticipate that it will be able to predict the level of patient occupancy at
any particular  time and its effect on the Company's  revenues and earnings,  if
any.


Failure to properly manage growth could adversely affect the Company's business.

The  Company   intends  to  grow  its  business  both   internally  and  through
acquisitions.  Any such  growth  will  increase  the  demands  on the  Company's
management,  operating  systems and internal  controls.  The Company's  existing
management   resources  and   operational,   financial,   human  and  management
information  systems  and  controls  may be  inadequate  to support  existing or
expanded operations. The Company currently has no business operations and has no
history of managing growth. It may be unable to manage growth  successfully.  If
the Company grows but is unable to manage such growth successfully, its business
will suffer and its capacity for future growth will be  significantly  impaired.
Because of these  factors,  the Company may be unable to predict with any degree
of accuracy its future  ability to grow,  rate of growth,  and path,  if any, to
profitability.

If the Company is successful in identifying and closing  acquisitions,  it faces
additional risks, including among others,  difficulties and expenses incurred in
the   consummation   of  acquisitions   and   assimilation  of  the  operations,
technologies,  personnel  and  services or products of the  acquired  companies,
difficulties  of operating new businesses  and retaining  their  customers,  the
diversion  of  management's  attention  from  other  business  concerns  and the
potential  loss of key  employees  of the acquired  company.  The Company has no
history or experience in successfully integrating acquired businesses and may be
unable to manage  these risks  successfully.  The  Company  may have  difficulty
retaining  employees who received  significant amounts of common stock once they
are able to sell their shares of common stock without material restrictions.  In
addition,  any  acquisitions  by the Company may involve  certain  other  risks,
including the  assumption of additional  liabilities  and  potentially  dilutive
issuances of convertible debt or equity securities.

                                       10
<PAGE>


Failure to attract,  train and retain skilled managers and other personnel could
increase costs or limit growth.

The Company  believes that its future success will depend in large part upon its
ability to attract,  train and retain additional highly skilled  executive-level
management  and  creative,   technical,   financial  and  marketing   personnel.
Competition  for such  personnel is intense,  and no assurance can be given that
the Company  will be  successful  in  attracting,  training and  retaining  such
personnel. The Company's need for executive level management will increase if it
grows.  The  Company's  CEO and CFO are not  employees of the Company,  and both
maintain  involvement  with other  businesses.  If the Company fails to attract,
train and retain key personnel,  its business,  operating  results and financial
condition will be materially and adversely affected.

The Company operates in a developing market.

Industry  analysts and others have made many  predictions  concerning the future
prospects of the healthcare industry.  Many of these historical predictions have
overstated  the growth of the  industry,  and no reliance  should be placed upon
these predictions.  The market for the Company's  services may not develop,  and
therefore, consumers may not adopt the Company's services. If the market for the
Company's services fails to develop,  or develops more slowly than expected,  or
if its  services do not  achieve  market  acceptance,  the  Company's  business,
operating  results and  financial  condition  will be  materially  and adversely
affected.


The Company's business is subject to continuous change.

The market for the services that the Company intends to provide is characterized
by rapid changes in the  competitive  landscape,  changing  consumer and service
provider requirements and preferences, new service and product introductions and
evolving  industry  standards that could render the Company's  service practices
and  methodologies  obsolete.  Once the  Company  begins  offering  services  to
customers,  its success  will depend,  in large part,  on its ability to improve
such services,  develop new services and solutions that address the increasingly
sophisticated  and  varied  needs  of the  Company's  clients,  and  respond  to
technological   advances,   emerging  industry  standards  and  practices,   and
competitive  service offerings.  The Company may not be successful in responding
quickly, cost-effectively and sufficiently to these developments. If the Company
is unable,  for  technical,  financial  or other  reasons,  to adapt in a timely
manner in response to changing market conditions or requirements,  its business,
results of operations  and  financial  condition  would be materially  adversely
affected.


Healthcare reform could negatively impact the Company's business opportunities.

The U.S.  government has undertaken  efforts to control growing healthcare costs
through  legislation,  regulation  and  voluntary  agreements  with medical care
providers  and  drug  companies.  In the  recent  past,  the U.S.  Congress  has
considered several comprehensive healthcare reform proposals. The proposals were
generally  intended to expand  healthcare  coverage for the uninsured and reduce
the growth of total  healthcare  expenditures.  While the U.S.  Congress did not
adopt any comprehensive reform proposals,  members of Congress may raise similar
proposals in the future.  If any of these proposals are approved,  hospitals and
other healthcare  facilities may react by spending less on healthcare  staffing,
including  nurses.  If this were to occur, the Company would have fewer business
opportunities, which could have a material adverse affect on its business. State


                                       11
<PAGE>

governments  have also attempted to control the growth of healthcare  costs. Any
such regulation at the state level could also have a material  adverse affect on
our business.


Limitations on third-party reimbursements.

Companies that supply  healthcare  products and services in the U.S. are greatly
affected by Medicare,  Medicaid,  and other governmental  insurance programs, as
well as by private  insurance  reimbursement  programs.  Third-party  purchasers
(Medicare, Medicaid, private health insurance companies and other organizations)
may affect the pricing or relative  attractiveness of the Company's  services by
regulating  the  level  of  reimbursement  provided  by such  purchasers  to the
hospitals, physicians and clinics utilizing the Company's services.


The Company currently lacks a management team.

The Company  currently has no full time employees and does not anticipate hiring
any in the foreseeable future. Its CEO and CFO have other business interests and
devote  significant  amounts of time to these interests.  Thus, their ability to
execute the Company's strategic plan could be severely impacted by the amount of
time that they spend pursuing these other interests.


Conflicts of interest.

As discussed  herein,  all members of the Company's senior  management team have
other business  interests that will require a portion of their time and efforts.
Although  management  believes  that it will be able to  devote  such time as is
necessary for the proper  management of the Company's  business,  it is possible
that their  obligations to these other business  interests may interfere with or
distract from the full performance of their duties as management of the Company.
Management  is  committed  to  devoting  substantially  all of their time to the
Company's business at such time, if any, that the Company  consummates its first
acquisition,  at  which  time  they  anticipate  hiring  other  members  of  the
management  team.  There can be no assurance that these  assumptions  will prove
accurate  or  that  suitable  personnel  will be  available  to the  Company  on
acceptable terms.


The Company operates in a highly competitive market.

The TPA  sector  is  highly  competitive  and this  competitive  environment  is
anticipated to intensify in the future. The Company's  competitors include other
healthcare  service  providers.  Since the  Company is recently  formed,  has no
history  of  business  operations  and has  not  previously  raised  significant
capital,  virtually  all of  these  competitors  enjoy  substantial  competitive
advantages, such as:

     o    existing products and services and experience in the marketplace;
     o    greater name recognition and larger marketing budgets and resources;
     o    established marketing and customer relationships; and
     o    substantially greater financial, technical and other resources.

As a  result,  these  competitors  may be  able  to  respond  more  quickly  and
effectively than the Company to new or changing  opportunities,  technologies or
customer  requirements.  Existing  or future  competitors  may  develop or offer
services  that  provide  price,  service,  number or type of  providers or other
advantages  over those the Company  intends to offer.  If the  Company  fails to
compete successfully against current or future competitors with respect to these


                                       12
<PAGE>

or other factors, its business,  financial condition,  and results of operations
may be materially and adversely affected.

Government  regulation  and  legal  uncertainties  could  adversely  affect  the
Company's business.

The Company  believes  that its  business is not subject to material  regulation
under the  insurance  laws of the U.S. or any of the states in which it plans to
offer services.  Licensing laws and regulations often differ materially  between
states and within  individual  states such laws and  regulations  are subject to
amendment and  reinterpretation  by the agencies charged with their enforcement.
If the Company becomes subject to any licensing or regulatory requirements,  the
failure  to  comply  with  any such  requirements  could  lead to a  revocation,
suspension or loss of licensing  status,  termination of contracts and legal and
administrative  enforcement actions. The Company cannot be sure that a review of
its current and  proposed  operations  will not result in a  determination  that
could  materially and adversely  affect its business,  results of operations and
financial  condition.  Moreover,  regulatory  requirements are subject to change
from time to time and may in the future become more restrictive,  thereby making
compliance more difficult or expensive or otherwise affecting or restricting the
Company's ability to conduct its business as proposed to be conducted.

Investors may incur dilution.

The Company intends to acquire  additional  businesses and hence may at any time
and from time to time issue additional shares of its capital stock in connection
with such  acquisitions.  The  Company may also issue  additional  shares of its
equity  securities to raise additional cash to fund  acquisitions or for working
capital.  If  the  Company  issues  additional  shares  of  its  capital  stock,
shareholders will experience dilution in their respective  percentage  ownership
in the Company.

There can be no assurance that the Company's  common stock will ever be publicly
traded or appreciate significantly in value.

The Company, in conjunction with certain broker-dealers, intends to apply to the
National  Association of Securities  Dealers ("NASD") to have its stock publicly
traded on the  Over-the-Counter  Bulletin  Board. No assurance can be given that
such regulatory  approval will ever be received.  If the Company's  common stock
becomes  publicly  traded,  no assurance can be given that the Company's  common
stock will ever be traded on an established national securities exchange or that
the  Company's  business  strategy  will  be  well  received  by the  investment
community.   Many  other  publicly  traded  entities  engaged  in  "roll-up"  or
consolidation  strategies  have failed or met with  initial  success only to see
their stock lose significant value.

No present intention to pay dividends.

The Company has never paid  dividends  or made other cash  distributions  on the
common  stock,  and does not  expect  to  declare  or pay any  dividends  in the
foreseeable  future. The Company intends to retain future earnings,  if any, for
working capital and to finance current operations and expansion of its business.

Penny stock regulation.

The SEC has adopted  rules that regulate  broker-dealer  practices in connection
with   transactions  in  "penny  stocks."  Penny  stocks  generally  are  equity
securities with a price of less than $5.00 (other than securities  registered on
certain national securities  exchanges or quoted on the NASDAQ system,  provided
that current price and volume  information  with respect to transactions in such
securities  is provided by the exchange or system).  Penny stock rules require a


                                       13
<PAGE>

broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure  document prepared by the
SEC,  which  specifies  information  about  penny  stocks  and  the  nature  and
significance  of risks of the penny  stock  market.  A  broker-dealer  must also
provide the customer  with bid and offer  quotations  for the penny  stock,  the
compensation of the broker-dealer,  and our sales person in the transaction, and
monthly account statements  indicating the market value of each penny stock held
in the  customer's  account.  In addition,  the penny stock rules  require that,
prior to a transaction  in a penny stock not otherwise  exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable  investment for the purchaser and receive the purchaser's  written
agreement to the transaction.  These disclosure requirements may have the effect
of reducing the trading  activity in the secondary market for stock that becomes
subject to those penny stock rules.  If any of our securities  become subject to
the penny  stock  rules,  holders of those  securities  may have  difficulty  in
selling those securities.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company currently shares office space with Lifen,  Inc.,  another company at
which Mr. Durham serves as the Chairman and CEO and Mr. Davis serves as its CFO,
at no cost to the  Company.  The office is located at 455 Market  Street,  Suite
1220, San Francisco,  California  94105. At such time that revenues permit,  the
Company   intends  to  obtain   separate  office  space  in  the  San  Francisco
metropolitan area.

ITEM 3. LEGAL PROCEEDINGS.

We were not a party to any legal proceedings during the reporting period, and we
know of no legal proceedings  pending or threatened or judgments entered against
any director or officer of the Company in his or her capacity as such.

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

On September 25, 2002, 100% of our shareholders  unanimously voted to approve an
Agreement and Plan of Merger (the "Merger Agreement") with the following parties
(a) certain principal  shareholders,  William D. O'Neal and Stephen F. Burg, (b)
our wholly owned subsidiary,  FMRC Acquisitions  Corp., a Nevada corporation and
(c) First Medical Resources Corporation,  a California corporation.  Pursuant to
the Merger  Agreement,  we issued  18,250,000 shares of our common stock, in the
aggregate,  to shareholders of FMRC, in exchange for all the outstanding  common
stock of FMRC, consisting of 18,250,000 shares. Effective on or about October 8,
2002,  Acquisitions  Corporation and FMRC merged and FMRC survived in accordance
with the  Agreement  of Merger filed with the  California  Secretary of State on
October 8, 2002, and Articles of Merger filed with the Nevada Secretary of State
on October 4, 2002.  Additionally,  pursuant to the Merger Agreement, Mr. O'Neal
and Mr. Burg each returned to the treasury  9,125,000 shares of our common stock
beneficially  owned by them,  and we  cancelled  those  shares.  Except  for the
exchange of shares described above, no other  consideration was paid or received
by any party to the Merger Agreement. As a result of the acquisition of FMRC, we
underwent  a  change  in  control.  We  issued  to the  former  owners  of FMRC,
collectively, 18,250,000 shares of our common stock out of a total of 20,000,000
shares of common stock issued and outstanding  following the  acquisition.  As a
result,  the former owners of FMRC became the owners of 91.25% of our issued and
outstanding  common stock.  The terms of the merger,  including the  one-for-one
exchange of shares  between the  Company  and the FMRC  shareholders,  took into
account the  existing  assets and  expertise of FMRC's  management  and were the
result  of  arms-length  negotiations  between  the  Company  and the  principal
shareholders  and executive  management of FMRC. On November 20, 2002, the Board
of Directors of the Company  approved the change of the Company's name from "WDO


                                       14
<PAGE>

Corporation" to "First Medical Resources  Corporation" and a reverse stock split
in which every two shares of Common Stock  outstanding would become one share of
Common Stock of the Company.  By written  consent dated  November 20, 2002,  the
shareholders  of the Company  also  approved  the name change and reverse  stock
split.


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

                           Principal Market or Markets

We are a  development  stage  company that is still in the  beginning  stages of
implementing  our business  plan. Our common stock is not listed on any exchange
and there is no public trading  market for the common stock,  and there has been
no market.

                   Approximate Number of Common Stock Holders

As of December 31, 2002, we had 10,031,250  shares of common stock  outstanding,
held by approximately 48 shareholders.

                                 Dividend Policy

We have never declared or paid cash dividends on our common stock and anticipate
that future earnings, if any, will be retained for development of our business.

                     Recent Sales of Unregistered Securities

Pursuant  to the Merger  Agreement,  we issued  18,250,000  shares of our common
stock,  in the  aggregate,  to  shareholders  of FMRC,  in exchange  for all the
outstanding common stock of FMRC, consisting of 18,250,000 shares.

The foregoing shares were issued in private  transactions or private  placements
intending to meet the requirements of one or more exemptions from  registration.
In addition to any noted  exemption  below,  we relied upon  Section 4(2) of the
Securities  Act of 1933,  as amended  ("Act"),  given the  transactions  did not
involve public  solicitation  or advertising,  and the securities  issued bore a
restricted  legend  thereon as "restricted  securities."  As to the Section 4(2)
transactions,  we relied upon Section  4(2) of the  Securities  Act of 1933,  as
amended.   The  investors  were  not  solicited  through  any  form  of  general
solicitation or advertising,  the transactions being non-public  offerings,  and
the sales were conducted in private  transactions where the investor  identified
an investment intent as to the transaction without a view to an immediate resale
of the  securities;  the shares were  "restricted  securities" in that they were
both  legended with  reference to Rule 144 as such and the investors  identified
they were  sophisticated  as to the  investment  decision  and in most  cases we
reasonably  believed the investors were  "accredited  investors" as such term is
defined under Regulation D based upon statements and information  supplied to us
in writing and verbally in connection with the  transactions.  We never utilized
an  underwriter  for an offering of our  securities.  Other than the  securities
mentioned above, we have not issued or sold any securities.



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

The  following  discussion  is intended to provide an analysis of the  Company's
financial condition and Plan of Operation and should be read in conjunction with
the Company's  financial  statements and the notes thereto set forth herein. The


                                       15
<PAGE>

matters  discussed in this section that are not historical or current facts deal
with potential  future  circumstances  and  developments.  The Company's  actual
results   could   differ   materially   from  the  results   discussed   in  the
forward-looking  statements.  Factors  that could  cause or  contribute  to such
differences include those discussed below.

                                Plan of Operation

The Company will focus on acquiring and operating existing TPAs. We believe that
there is a  significant  opportunity  to acquire  companies in these sectors and
create efficiencies through economies of scale and technology applications.

              Results of Operation for Year Ended December 31, 2002

We had no  operations  other than  organizational  activities  and  generated no
revenue during the year ended December 31, 2002.

                         Liquidity and Capital Resources

At December  31,  2002,  the  Company's  current  assets of $61 was  exceeded by
current liabilities of $234,929, which leaves the Company with a deficit working
capital  position of  $234,868.  Management  believes  that  additional  working
capital in the amount of $1,000,000  will need to be raised in the form of debt,
equity or some other financing to meet our  anticipated  cash needs for at least
the next 12 months. In the event financing is needed in the future, there can be
no assurance  that it will be available to the Company in an amount and on terms
acceptable to us.

ITEM 7. FINANCIAL STATEMENTS.

We are filing reports,  financial  statements and notes to financial  statements
with this annual report. These reports may be found in Part IV of this report.

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

We have had no  disagreement  with,  resignation  or dismissal of, our principal
independent  accountant.  Our  principal  accountant  since  inception  has been
Shelley Int'l, CPA.



                                    PART III

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

The following  table sets forth the names and ages of the current  directors and
executive officers of the Company;  the principal offices and positions with the
Company  held by each  person  and the date such  person  became a  director  or
executive  officer of the Company.  Each serves until the next annual meeting of
the stockholders.

Names of Executive
Officers and Directors     Age     Position             Date of Appointment

James D. Durham            56      CEO/President        October 4, 2002
                                   Director
Lawrence M. Davis          54      CFO                  October 4, 2002

                                       16
<PAGE>

James D.  Durham,  Chairman  and CEO,  has  over 33 years of  experience  in the
creation and management of healthcare information technology companies.  In 1993
he founded  QuadraMed  Corporation  which he took public in 1996. During the six
years of Mr. Durham's leadership the company combined 30% organic growth with 28
acquisitions  to achieve  revenues of $250  million.  Mr.  Durham  also  founded
ChartOne  Corporation which provides web based medical record management to over
1000  hospitals.  Mr.  Durham  managed  the  restructuring  and  turn-around  of
Knowledge Data Systems,  a previously  bankrupt public company which,  under Mr.
Durham's control as CEO, was returned to profitability and sold to a Fortune 500
company.  Mr. Durham founded Medicus  Microsystems,  the first company utilizing
personal  computers in the health care industry.  This company later went public
as Medicus Systems  Corporation.  He holds a BS in Engineering  with high honors
from the  University  of Florida,  an MBA from UCLA and is a licensed CPA in the
state of Illinois.


Lawrence M. Davis, Chief Financial Officer, has more than 25 years of experience
in finance,  including 13 years at the CFO level. Most recently,  he served as a
consultant  to several  technology  companies,  assisting  them in their capital
raising and IPO  endeavors.  Previously,  Mr. Davis served as CFO and  Corporate
Controller  for  FirstAmerica  Automotive,  Inc,  a  $1  billion  publicly  held
consolidator of automotive  dealerships,  where he actively  participated in the
raising of $250 million in debt  financing  which was utilized to acquire  seven
other  companies  generating  over  $500  million  in  total  revenue.  Prior to
FirstAmerica Automotive,  Mr. Davis was the CFO of The Nalley Companies (another
consolidator  of automobile  dealerships),  which was sold to Asbury  Automotive
(NYSE:  ABG) for an  attractive  multiple  of  earnings.  Previous  professional
experience included serving as a senior commercial lender at Citicorp, corporate
controller of LeasePlan USA (the US subsidiary of Europe's largest fleet leasing
and management company), and a member of the audit staff of Arthur Andersen LLP.
Mr. Davis holds a BS in accounting and an MBA from Auburn University and a BS in
mechanical engineering and Russian language from the US Military Academy at West
Point, NY. He is a licensed CPA in the state of Georgia.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain  information  concerning the compensation
paid by the Company for services  rendered in all capacities to the Company from
January 1,  2002,  through  the fiscal  year ended  December  31,  2002,  of all
officers and directors of the Company.

                                                                      Securities
Name and Principal                                      Consulting    Underlying
Positions at 12/31/02          Salary        Bonus          Fees        Options
                               ------        -----          ----        -------
James D. Durham                 -0-           -0-         $31,250         -0-
Director/President/CEO

Lawrence M. Davis               -0-           -0-         $11,200          *
CFO

William D. O'Neal              - 0 -         - 0 -           -0-          -0-
Former President/Director


Stephen F. Burg                - 0 -         - 0 -           -0-          -0-
Former Secretary/Director

*On March 6, 2003, Mr. Davis was issued  300,000 shares of the Company's  common
stock.  He vests ratably in this issue over a four year period  commencing  July
15, 2002.


                                       17
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following  table sets forth,  as of December 31, 2002,  certain  information
with  respect  to the  beneficial  ownership  of our  common  stock  by (i) each
director and officer of the Company, (ii) each person known to the Company to be
the beneficial  owner of 5% or more of the  outstanding  shares of common stock,
with such  person's  address,  and (iii) all of the  directors and officers as a
group. Unless otherwise  indicated,  the person or entity listed in the table is
the beneficial owner of the shares and has sole voting and investment power with
respect to the shares indicated.


Name of Beneficial Owner                Shares Beneficially
or Name of Officer or Director          Owned                    Percent

James D. Durham &                       4,491,500                 44.78%
Sandra J. Durham
98 Main Street #416
Tiburon, CA 94920

James Dean Durham,                      2,246,000                 22.39%
Trustee of James Dean Durham
Living Trust dated 2/11/97
98 Main Street #416
Tiburon, CA 94920

RCMJ, L.L.C.                              962,500                  9.60%
98 Main Street #416
Tiburon, CA 94920
Total                                   7,700,000                 76.77%


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.

None

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

1.   The  following  documents are filed in PART IV, as a part of this report on
     pages F-1 to F-12:

     Auditors Report of Shelley International, C.P.A., Dated March 28, 2003;

     Balance Sheet as of December 31, 2002;

     Statement of Operations  and  Consolidated  Statement of Operations for the
     Year Ended December 31, 2002 and 2001, and from Inception, July 31, 2001 to
     December 31, 2002;

     Statement   of   Stockholders'   Equity  and   Consolidated   Statement  of
     Stockholders'  Equity for the Year Ended  December  31, 2002 and 2001,  and
     from Inception, July 31, 2001 to December 31, 2002;

     Statement  of Cash Flow and  Consolidated  Statement  of Cash Flows for the
     Year Ended December 31, 2002 and 2001, and from Inception, July 31, 2001 to
     December 31, 2002;

     Notes to Financial Statements.

     2. Financial Statement Schedules - None.

                                       18
<PAGE>

     All  applicable  information  is contained in the  financial  statements or
     notes thereto.






Exhibit No.       Description and Method of Filing
--------------    ----------------------------------------

3.1  Articles  of  Incorporation  of WDO  Corporation,  as filed with the Nevada
     Secretary of State on July 31, 2001. (1)

3.2  Bylaws of WDO Corporation adopted July 31, 2001. (1)

3.3  Articles and Plan of Merger, as filed with the Nevada Secretary of State on
     October 4, 2002. (2)

3.4  Certificate   of  Amendment  of  the  Amended  and  Restated   Articles  of
     Incorporation  of WDO  Corporation,  as filed with the Nevada  Secretary of
     State on November 20, 2002. (2)

99.1 Certification Pursuant to Title 18 U.S.C. Section 1350.

99.2 Certification    Pursuant    to    Title    18    U.S.C.    Section    1350
     ---------------------------------------------------------------------------

(1)  Incorporated by reference to Form 10SBG12 filed February 4, 2002.

(2)  Incorporated by reference to Form 8-K, as amended, filed October 15, 2002.

ITEM 14. CONTROLS AND PROCEDURES

     Subsequent to December 31, 2002 and prior to the filing of this Report, the
Company conducted an evaluation of the effectiveness of the design and operation
of its disclosure controls and procedures under the supervision of, and with the
participation  of, its  management,  including the Chief  Executive  Officer and
Chief Financial  Officer.  Based on that evaluation,  the Company's  management,
including the Chief  Executive  Officer and Chief Financial  Officer,  concluded
that its disclosure controls and procedures were effective at December 31, 2002,
and during the period prior to the execution of this Report.  There have been no
significant  changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to December 31, 2002.

                                       19
<PAGE>

                                     PART IV

                                   FINANCIALS


                            Shelley International CPA
                               161 E. 1st. St. #1
                                 Mesa, AZ 85201
                                 (480) 461-8301


                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
                -------------------------------------------------

To the Board of Directors and Audit Committee
FIRST MEDICAL RESOURCES CORPORATION

     I have audited the accompanying consolidated balance sheet of FIRST MEDICAL
RESOURCES CORPORATION, (a Development Stage Company) as of December 31, 2002 and
December  31,  2001  and the  related  consolidated  statements  of  operations,
stockholders'  equity, and cash flows for the year 2002 and the period from July
31, 2001 to December  31,  2001 the period  from July 31,  2001  (inception)  to
December 31, 2002.  These  financial  statements are the  responsibility  of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
financial statements based on my audit.

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

     In my opinion,  the financial  statements referred to above present fairly,
in all  material  respects,  consolidated  financial  position of FIRST  MEDICAL
RESOURCES CORPORATION, (a Development Stage Company) as of December 31, 2002 and
December  31,  2001  and the  related  consolidated  statements  of  operations,
stockholders'  equity, and cash flows for the year 2002 and the period from July
31, 2001 to December  31,  2001 the period  from July 31,  2001  (inception)  to
December 31, 2002 in conformity with accounting principles generally accepted in
the United States of America.

     The accompanying  financial statements have been prepared assuming that the
company  will  continue as a going  concern.  As  discussed  in the notes to the
financial  statements,  the Company has no established  source of revenue.  This
raises  substantial  doubt  about the  Company's  ability to continue as a going
concern.  The  financial  statements do not include any  adjustments  that might
result from this uncertainty.


                                                     Shelley International CPA

March 28, 2003


                                       20
<PAGE>


FINANCIAL STATEMENTS


                      FIRST MEDICAL RESOURCES CORPORATION
                         (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET
                           --------------------------
                 as of December 31, 2002 and December 31, 2001
<table>
<caption>



                                     ASSETS

                                         December 31,       December 31,
                                             2002               2001
                                    ----------------- ------------------
<S>                                           <C>                <C>
CURRENT ASSETS
        Cash                                       61                947
                                    ----------------- ------------------
        Total Current Assets                       61                947
                                    ----------------- ------------------
Equipment, net                                  6,418

OTHER ASSETS                                        0                  0
                                    ----------------- ------------------

TOTAL ASSETS                                    6,479                947
                                    ================= ==================


LIABILITIES AND STOCKHOLDERS' EQUITY


                                  LIABILITIES

        Payables                              234,929                  0
                                    ----------------- ------------------
        Total Current Liabilities             234,929                  0
                                    ----------------- ------------------
STOCKHOLDERS' EQUITY

        Preferred Stock, authorized
        20,000,000 shares no outstanding
        par value $0.001 per share
        Common Stock, authorized
        80,000,000 shares of stock,
        issued and outstanding 10,031,250,
        par value $0.001 per share             10,031             10,000

        Additional Paid in Capital            (49,400)            17,900

        Stock Subscribed                            -             (1,500)

        Deficit accumulated during the
        development stage                    (189,081)           (25,453)
                                    ----------------- ------------------
        Total Stockholders' Equity           (228,450)               947
                                    ----------------- ------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                            6,479                947
                                    ================= ==================
</table>

        The accompanying notes are an integral part of these statements


                                       21
<PAGE>



                      FIRST MEDICAL RESOURCES CORPORATION
                         (A Development Stage Company)

                      CONSOLIDATED STATEMENT OF OPERATIONS
                      ------------------------------------
           for the year 2002, and July 31, 2001 to December 31, 2001
                and July, 2001 (inception) to December 31, 2002
<table>
<caption>

                                            Year          Period       Period July 31,
                                            2002          July 31,    2001 (inception)
                                                      to December 31,   to December 31,
                                                           2001            2002
                                          ---------------------------------------------
<S>                                           <C>              <C>          <C>
INCOME
        Revenue                                      0              0                 0

EXPENSES
        Consulting, Professional               143,265                          143,265
        General, Selling and
        Administrative                          20,363         25,453            45,816
                                          ---------------------------------------------
        Total Expense                          163,628         25,453           189,081

        Loss before Provision for
        Income Taxes                          (163,628)       (25,453)         (189,081)
                                          ---------------------------------------------
        Provision for Income Taxes                   0              0                 0
                                          ---------------------------------------------

NET INCOME (LOSS)                             (163,628)       (25,453)         (189,081)
                                          =============================================

Primary and Diluted Earnings
        (Loss) per Weighted Average
        Number of Common Shares                  (0.02)         a                 (0.02)
                                          ---------------------------------------------

Weighted Average Number of
        Common Shares                       10,000,086     10,000,000        10,000,060
                                          ---------------------------------------------
a: less than $0.01
</table>
The above shares have been  adjusted for the 1 for 2 reverse stock split October
2002

        The accompanying notes are an integral part of these statements


                                       22
<PAGE>


                      FIRST MEDICAL RESOURCES CORPORATION
                         (A Development Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 ----------------------------------------------
       for the period from July 31, 2001 (inception) to December 31, 2002
<table>
<caption>

                                     Common Stock        Additional      Stock   Accumulated       Total
                                   Shares      Amount     Paid in     Subscribed   Deficit       Equity
                                                           Capital
                                ------------------------------------------------------------------------
<S>                                  <C>         <C>            <C>         <C>        <C>         <C>
Initial Capitalization
     Stock issued for services   9,800,000       9,800       13,800                        0      23,600
     Stock sales for cash          200,000         200        3,800       (1,500)                  2,500
     Cash Contributed                                           300                                  300

Accumulated deficit for year                                                         (25,453)    (25,453)
                                ------------------------------------------------------------------------
Balance, December 31, 2001      10,000,000      10,000       17,900       (1,500)    (25,453)        947

Payment of Stock Subscription                                              1,500                   1,500

Contribution                                                    200                                  200

Purchase of First Medical Resource
Issuance of new shares           9,125,000       9,125     (126,625)                            (117,500)
Cancellation of shares          (9,125,000)     (9,125)       9,125

Stock for services                  31,250          31                                                31
Cash Contribution                                            50,000                               50,000
Accumulated Deficit for year                                                        (163,628)   (163,628)
                                ------------------------------------------------------------------------
Balance, December 31, 2002      10,031,250      10,031      (49,400)           -    (189,081)   (228,450)
                                ========================================================================
</table>

The above shares have been  adjusted for the 1 for 2 reverse stock split October
2002

        The accompanying notes are an integral part of these statements

                                       23
<PAGE>

                       FIRST MEDICAL RESOURCES CORPORATION
                          (A Development Stage Company)

                     CONSOLIDATED STATEMENT OF CASH FLOWS
                     ------------------------------------
   for the year 2002 and the periods from July 31, 2002 to December 31, 2001,
               and July 31, 2001 (inception) to December 31, 2002
<table>
<caption>


                                              Year          Period      Period July 31,
                                              2002       July 31, to     (inception)
                                                        December 31,    to December 31,
                                                             2001            2002
                                          ---------------------------------------------
 <S>                                            <C>           <C>              <C>
Cash Flows from Operating Activities

        Net Loss                              (163,628)       (25,453)         (189,081)

        Depreciation                               377                              377
        Consulting for stock                        31         23,600            23,631
        Changes in  liabilities                234,929              0           234,929
                                          ---------------------------------------------

Net Cash Provided by Operations                 71,709         (1,853)           69,856

Cash Flow Used in Investing Activities
        Purchase of First Medical              117,500                          117,500
        Equipment Purchase                       6,795                            6,795
                                          ---------------------------------------------
        Cashed used in Investing               124,295                          124,295
                                          ---------------------------------------------
Cash Flows from Financing Activities

        Cash Contribution                       50,200            300            50,500
        Sales of Stock                           1,500          2,500             4,000
                                          ---------------------------------------------
Cash Flows from Financing Activities            51,700          2,800            54,500
                                          ---------------------------------------------

Net Increase (Decrease) in Cash                   (886)           947                61

Cash, Beginning of Period                          947              0                 0
                                          ---------------------------------------------
Cash, End of Period                                 61            947                61
                                          =============================================
</table>

The amount of interest paid for the periods  shown above was $00.00.  The amount
of taxes paid for the periods shown above was $00.00.

Significant non cash transactions
Issuance of 9,800,000 shares of common stock for consulting services
        valued at $23,600
Purchase of First Medical Resource Corp with 9,125,000 shares of stock

Cancellation of 9,125,000 of previously issued stock as part of this purchase

The accompanying notes are an integral part of these statements


                                       24
<PAGE>



                       FIRST MEDICAL RESOURCES CORPORATION
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS


Note 1. GENERAL ORGANIZATION AND BUSINESS

The  Company  was  organized  in the  state of  Nevada  on July 31,  2001 as WDO
Corporation.  The Company  currently has no revenue and, in accordance with SFAS
No. 7, is considered a  development  stage  company;  its  activities  have been
limited  to   organization,   capital   formation   and   pursuing   acquisition
opportunities.

On October 8, 2002 the Company  purchased First Medical  Resources  Corporation,
which  became a wholly  owned  subsidiary.  See Note 9 for the  details  of this
purchase. The Company, through its newly acquired subsidiary,  will be acquiring
businesses  involved in providing third party  administration  of the payment of
medical and dental claims to the providers of these  services on behalf of their
customers' employees.

On November  22, 2002 the Company  changed its name to First  Medical  Resources
Corporation.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company has no assets except cash and equipment.  There has been no revenue.
The relevant accounting policies and procedures are listed below.

Accounting Basis
----------------
The  basis  is  generally  accepted  accounting  principles.  All  inter-company
transactions have been eliminated.

Earnings per Share
------------------
The basic earnings  (loss) per share is calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares during the year. The diluted  earnings  (loss) per share is calculated by
dividing the Company's net income (loss) available to common shareholders by the
diluted  weighted  average  number of shares  outstanding  during the year.  The
diluted  weighted  average  number of shares  outstanding  is the basic weighted
number  of  shares  adjusted  as of the  first of the  year for any  potentially
dilutive debt or equity.

The Company has no potentially dilutive securities outstanding at the end of the
statement  periods.  Therefore,  the basic and diluted earnings (loss) per share
are presented on the face of the statement of operations as the same number.

The Company has not issued any options or warrants or similar  securities  since
inception.

Dividends
---------
The Company does not  anticipate  the payment of  dividends  in the  foreseeable
future. No dividends have been paid since inception.


                                       25
<PAGE>

Stock Based Compensation
------------------------
The Company accounts for its stock based  compensation  based upon provisions in
SFAS No. 123, Accounting for Stock-Based  Compensation.  In this statement stock
based  compensation is divided into two general  categories,  based upon who the
stock receiver is, namely, and 1.  non-employees.  2. employees or directors The
employees/directors  category is further divided based upon the particular stock
issuance  plan,  namely  compensatory  and   non-compensatory.   Each  of  these
categories treats the valuation of the stock issuance for accounting purposes in
a specific manner. The non-employees  securities are recorded at fair value. The
non-compensatory  employee stock is recorded at the amount actually received for
the stock. The compensatory stock is recorded at the fair value.

Income Taxes
------------
The provision for income taxes is the total of the current taxes payable and the
net of the  change  in the  deferred  income  taxes.  Provision  is made for the
deferred  income  taxes  where  differences  exist  between  the period in which
transactions  affect  current  taxable income and the period in which they enter
into the determination of net income in the financial statements.

Advertising
-----------
Advertising  is expensed  when  incurred.  There has been no  advertising  since
inception.

Use of Estimates
----------------
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
company will continue as a going concern,  which contemplates the realization of
assets and the  liquidation  of  liabilities  in the normal  course of business.
However the Company has no current source of revenue. Without generating revenue
or  obtaining  additional  capital,  it would be  unlikely  for the  Company  to
continue as a going concern.  It is management's plan to seek additional capital
through a private placement offering.

NOTE 4. STOCKHOLDERS' EQUITY

At inception the Company had 20,000,000  shares of common stock authorized and a
par value of $0.001 per share. The shareholders  have all of the rights afforded
Nevada shareholders.  On September 25, 2002 the Company increased its authorized
capital  to  20,000,000  shares  of  preferred  stock at  $0.001  par  value and
80,000,000 shares of common stock at $0.001 par value.

There are no warrants or options outstanding to acquire any additional shares of
common stock.

The Company was initially  capitalized  during a five month period from July 31,
2001  through  the end of the  year.  Initially,  $23,600  of value was given in
services for which  9,800,000  shares of stock were issued.  Afterward,  200,000
shares of common  stock were sold for  $4,000  ($0.01 per share) as shown in the


                                       26
<PAGE>

statement of stockholders'  equity. Of this $4,000,  $2,500 was received in 2001
and $1,500 was received  January 7, 2002 and is shown as stock subscribed in the
financial statements for the year 2001.

A major shareholder contributed $300 and $200 to the Company to help pay current
expenses. No additional shares were given for these additional contributions.

On  October  8, 2002 the  Company  purchased  all of the  common  stock of First
Medical Resource Corp with 9,125,000 shares of restricted  common stock. As part
of this same  transaction  9,125,000  shares of  previously  issued  stock  were
cancelled, as more fully described in Note 9 below.

On November 22, 2002 the Company  approved a reverse  stock split where 2 shares
became 1. All of the  statements and notes have been adjusted  retroactively  to
reflect this reverse stock split.

On December 30, 2002 the Company traded for consulting  services,  31,250 shares
of restricted common stock valued at $31.

On December 30, 2002, two  shareholders  contributed cash to the Company a total
of $50,000 to help pay some of the expenses of the Company.  No additional stock
was issued for this cash contribution.

NOTE 5. RELATED PARTY TRANSACTIONS

The  Company  neither  owns nor leases any real or  personal  property.  For the
previous  periods,  office  services are provided  without charge by an officer.
Such previous costs are immaterial to the financial  statements and accordingly,
have not been  reflected  herein.  The  officers and director of the Company are
involved in other business activities and may, in the future, become involved in
other  business  opportunities.  If  a  specific  business  opportunity  becomes
available, such persons may face a conflict in selecting between the Company and
their other business interests.  The Company has not formulated a policy for the
resolution of such conflicts.

NOTE 6. INCOME TAXES

The Company  provides for income taxes under  Statement of Financial  Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and  liability  approach in accounting  for income taxes.  Deferred tax
assets  and  liabilities  are  recorded  based on the  differences  between  the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.

SFAS No. 109  requires  the  reduction  of  deferred  tax assets by a  valuation
allowance if, based on the weight of available evidence,  it is more likely than
not that some or all of the  deferred  tax assets will not be  realized.  In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred  tax  asset  is  $41,598,  which is  calculated  by  multiplying  a 22%
estimated tax rate by the two items making up the deferred tax account,  the NOL
of $188,687 and the difference between tax and book net loss of $394, (which was
due to the organization  costs).  The total valuation  allowance is a comparable
$41,598.

The provision for income taxes is comprised of the net change in deferred  taxes
less the valuation  account plus the current taxes payable as shown in the chart
below.

                                       27
<PAGE>
                                                        Amount
         Net change in deferred taxes                   $41,598
         Valuation Account                              (41,598)
         Current taxes payable                                0
                                                        -------
         Provision for Income Taxes                           0
                                                        -------

Below is a chart showing the federal net operating  losses and the year in which
it will expire.

         Year                                           Amount        Expiration

         2001                                            24,949         2021
         2002                                           163,738         2022
                                                        -------
         Total                                          188,687
                                                        -------

NOTE 7. OPERATING LEASES AND OTHER COMMITMENTS:

As explained in the note pertaining to related  parties,  the Company  currently
uses the offices of its president with no charge.  The Company also has no lease
obligations  of any kind. The five year  projection of these future  obligations
based on these facts are as followings will be zero in each year.

                             Year 1     Year 2      Year 3     Year 4     Year 5

Operating Leases, etc             0          0           0          0          0

The Company has verbally agreed to lease office space in San Francisco,  CA from
another company  controlled by the president for $27,350 per year. If this lease
were consummated the future obligations would be.

                             Year 1     Year 2      Year 3     Year 4     Year 5

Rent                          6,837     27,350      15,953


NOTE 8. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most  recent  accounting  standards  SFAS  141-144 and
their effect on the Company.

SFAS 141 Business Combinations

This  statement  addresses  financial  accounting  and  reporting  for  business
combinations and supersedes APB 16 and SFAS 38. All business combinations in the
scope of this  statement are to be accounted for using one method,  the purchase
method. The effective date for this statement is June 30, 2001 and thereafter.

SFAS 142 Goodwill and Other Intangibles Assets

This  statement  addresses  financial  accounting  and  reporting  for  acquired
goodwill and other  intangible  assets and  supersedes  APB 17. It addresses how
intangible assets that are acquired  individually or with a group (but not those
acquired  in a  business  combination)  should  be  accounted  for in  financial
statements  upon their  acquisition.  This Statement also addresses how goodwill
and other  intangible  assets  should  be  accounted  for  after  they have been
initially  recognized in the financial  statements.  The effective date for this
statement is December 15, 2001.

                                       28
<PAGE>

SFAS 143 Accounting for Asset Retirement Obligations

This statement  addresses  financial  accounting  and reporting for  obligations
associated with the retirement of tangible  long-lived assets and the associated
asset retirement costs.  This statement  applies to all entities.  It applies to
legal  obligations  associated  with the  retirement of  long-lived  assets that
result  from the  acquisition,  construction,  development  and (or) the  normal
operation of a long-lived asset,  except for certain obligations of leases. This
Statement  amends SFAS 19. The  effective  date for this  statement  is June 15,
2002.

SFAS 144 Accounting for the Impairment or Disposal of Long-Lived Assets

This statement addresses  financial  accounting and reporting for the impairment
or disposal of  long-lived  assets.  This  statement  supersedes  SFAS 121,  the
accounting  and reporting  provisions of APB 30 and amends ARB 51. The effective
date of this statement is December 15, 2001.

SFAS 145 Extra-ordinary item classification, Sale-lease-back classification

This statement  rescinds SFAS 4, 44 and 64 and reinstates APB 30 as the standard
for the  classification of gains and losses of the  extinguishment of debt as an
operating  lease be accounted for under the  sale-lease-back  provisions of SFAS
98. The effective date of this statement is May 15, 2002.

SFAS 146 Accounting for Costs Associated with Exit or Disposal Activities

This statement  requires  companies to recognize  costs  associated with exit or
disposal  activities,  other than SFAS 143 costs,  when they are incurred rather
than at the date of a commitment to an exit or disposal plan.  Examples of these
costs are lease  termination  costs,  employee  severance costs  associated with
restructuring,  discontinued operation, plant closing, or other exit or disposal
activity. This statement is effective after December 15, 2002.

SFAS 147 Acquisitions of Certain  Financial  Institutions - an amendment of FASB
Statement No. 72 and 144 and FASB Interpretation No. 9

This statement  makes the acquisition of financial  institutions  come under the
statements 141 and 142 instead of statement 72, 144 and FASB  Interpretation No.
9. This statement is applicable for acquisition on or after October 1, 2002.

The adoption of these new  Statements is not expected to have a material  effect
on the Company's financial position, results or operations, or cash flows.

NOTE 9. PURCHASE OF FIRST MEDICAL RESOURCES CORPORATION

On October 8, 2002 the Company purchased all of the outstanding  shares of stock
of First Medical Resources Corporation (a California  corporation) for 9,125,000
shares of common stock.  First Medical Resource Corp is a company that processes
medical  data for  doctors  and other  medical  professionals.  To  effect  this
purchase,  the Company  first formed a wholly owned  subsidiary  which it called
"FMRC Acquisitions  Corporation".  First Medical Resources  Corporation was then
merged  into  FMRC   Acquisitions   Corporation  and  First  Medical   Resources
Corporation  became the  surviving  entity and a wholly owned  subsidiary of the
Company.  The Company  subsequently  changed its name to First Medical Resources
Corporation.

                                       29
<PAGE>

As of the purchase date, the condensed  balance sheet of First Medical Resources
Corporation was as follows.

         Assets                                                        0
                                                                --------
         Accounts Payable                                        104,167
         Bank Overdraft                                           13,333
                                                                --------
         Total Liabilities                                       117,500
                                                                --------
         Negative Equity at Purchase Date                       (117,500)
                                                                --------
NOTE 1O.     SUBSEQUENT EVENTS

On March 6, 2003,  the Company  issued  100,000 shares of its common stock to an
investor who  previously  contributed  cash. On this same date, the Company also
issued 93,750 shares of its common stock to its former  president for consulting
services rendered.

On March 6, 2003,  the Company  issued 300,000 shares of its common stock to its
chief  financial  officer.  These  shares vest  ratably  over a four year period
commencing July 15, 2002.



                                   SIGNATURES

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

                                                   FIRST MEDICAL RESOURCES CORP.


Dated: March 31, 2003                       By:  /s/ James D. Durham
                                                 -------------------------------
                                                     James D. Durham
                                                     Chief Executive Officer and
                                                     Chairman of the Board


Dated: March 31, 2003                       By:  /s/ Lawrence M. Davis
                                                 -------------------------------
                                                     Lawrence M. Davis
                                                     Chief Financial Officer and
                                                     Secretary

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


Dated: March 31, 2003                       By:  /s/ James D. Durham
                                                 -------------------------------
                                                     James D. Durham
                                                     Director


                                       30
<PAGE>


                             CERTIFICATE PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Annual Report of First Medical  Resources Corp. (the
"Company")  on Form 10-KSB for the year ended  December 31, 2002,  as filed with
the Securities and Exchange Commission (the "Report"),  each of the undersigned,
in the capacities and on the dates indicated below, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

     1.   the Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     2.   the  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company.



Dated: March 31, 2003                       By:  /s/ James D. Durham
                                                 -------------------------------
                                                     James D. Durham
                                                     Chief Executive Officer and
                                                     Chairman of the Board



Dated: March 31, 2003                       By:  /s/ Lawrence M. Davis
                                                 -------------------------------
                                                     Lawrence M. Davis
                                           Chief Financial Officer and Secretary



                                       31
<PAGE>


                CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, James D.  Durham,  Chief  Executive  Officer  and  Chairman of Board of First
Medical Resources Corp., certify that:

     1.   I have  reviewed  this annual  report on Form 10-KSB of First  Medical
          Resources Corp.;

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the Registrant as of, and for, the periods  presented in
          this annual report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  Registrant
          and we have:

          (a)  designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the Registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and procedures as of a date within 90 days of the filing
               date of this annual report (the "Evaluation Date"); and

          (c)  presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee of the  registrant's  board of directors  (or persons
          performing the equivalent function):

          (a)  all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          (b)  any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          annual  report  whether  or not  there  were  significant  changes  in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Dated: March 31, 2003                       By:  /s/ James D. Durham
                                                 -------------------------------
                                                     James D. Durham
                                                     Chief Executive Officer and
                                                     Chairman of the Board

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<PAGE>



                CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I,  Lawrence M. Davis,  Chief  Financial  Officer and Secretary of First Medical
Resources Corp., certify that:

     1.   I have  reviewed  this annual  report on Form 10-KSB of First  Medical
          Resources Corp.;

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the Registrant as of, and for, the periods  presented in
          this annual report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  Registrant
          and we have:

          (a)  designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the Registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and procedures as of a date within 90 days of the filing
               date of this annual report (the "Evaluation Date"); and

          (c)  presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee of the  registrant's  board of directors  (or persons
          performing the equivalent function):

          (a)  all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          (b)  any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated: March 31, 2003                       By:  /s/ Lawrence M. Davis
                                                 -------------------------------
                                                     Lawrence M. Davis
                                                     Chief Financial Officer and
                                                     Secretary


                                       33
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