<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K/A

                                (Amendment No. 1)

         [X] ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
                 EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD

                         Commission File Number 0-19410

                            POINT THERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                         04-3216862
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

           75 KNEELAND STREET                                       02111
         BOSTON, MASSACHUSETTS                                   (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (617) 636-0680

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

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

                     Common Stock, Par Value $.01 Per Share

                                (Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K ((Section) 229.405 of this chapter) is not contained
herein, and will not 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-K or any amendment to this Form 10-K. [X]

         The aggregate market value of voting stock held by non-affiliates of
the Registrant as of April 26, 2002 was approximately $14,600,000.

         The number of shares outstanding of the Registrant's common stock as of
April 26, 2002 was approximately 9,276,000.

         DOCUMENTS INCORPORATED BY REFERENCE:  NONE.
<PAGE>
                                TABLE OF CONTENTS

                                    PART III

<TABLE>
<CAPTION>
                                                                   Page Number
                                                                   -----------
<S>                                                                <C>
Item 10:  Directors and Executive Officers of the Registrant .....      1

Item 11:  Executive Compensation..................................      2

Item 12:  Stock Ownership of Certain Beneficial Owners and
            Management............................................      6

Item 13:  Certain Relationships and Related Transactions..........      7
</TABLE>
<PAGE>
         Point Therapeutics, Inc. (the "Company" or "Point") hereby amends its
Annual Report on Form 10-K for the fiscal year ended December 31, 2001, by
restating Part III, Items 10, 11, 12 and 13 thereof as follows:

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

         The following table sets forth the name, age as of April 26, 2002,
positions and offices of each person who serves as a director of the Company:

<TABLE>
<CAPTION>
      Name                         Age       Position
<S>                                <C>       <C>
      Donald R. Kiepert, Jr.       54        Chairman, President, Chief Executive Officer, and Director
      Timothy J. Barberich         54        Director
      Thomas M. Claflin            61        Director
      Daniel T. Roble              56        Director
      William J. Whelan, Jr.       47        Director
</TABLE>

         Except for Mr. Barberich, each person who serves as a director of the
Company was appointed as a director on March 15, 2002, pursuant to the terms of
the Merger Agreement among the Company, PT Acquisition Corp. and Point
Massachusetts. No director or executive officer of the Company is related to any
other director or executive officer of the Company by blood or marriage.

         DONALD R. KIEPERT, JR. has served as President, Chief Executive Officer
and as a director of the Company since March 15, 2002, and has served in the
same positions and offices with Point Massachusetts since 1996. Prior to that,
he was President and Chief Executive Officer of Chartwell Home Therapies, a home
infusion services company, from 1989 to 1996. Mr. Kiepert also started and
managed several healthcare-based companies and worked in various management
positions at Baxter Travenol, Inc. Mr. Kiepert presently serves as chairman and
as a director of two private companies. Mr. Kiepert received his M.S. degree in
clinical pharmacy from Purdue University.

         TIMOTHY J. BARBERICH has served as one of the Company's directors since
the Company's inception in 1993 and was Chairman of the Board of Directors from
1993 until March 1996 and from April 1997 until March 15, 2002. Mr. Barberich
has also served as a director of Point Massachusetts since March 1999. Mr.
Barberich was a founder of Sepracor, Inc. and has served as President, Chief
Executive Officer and a director of Sepracor since 1984 and as Chairman of the
board of directors of Sepracor since December 1999. Mr. Barberich also serves on
the board of directors of BioSphere Inc., a publicly traded subsidiary of
Sepracor.

         THOMAS M. CLAFLIN has served as a director of the Company since March
15, 2002 and as a director of Point Massachusetts since December 1999. He is the
President and Chief Executive Officer of the venture capital firm of Claflin
Capital Management, which he founded in 1978. Prior to forming Claflin Capital,
he was a general partner of PaineWebber's venture capital partnership group and
a general partner at the venture capital firm of T.A. Associates.

         DANIEL T. ROBLE has served as a director of the Company since March 15,
2002 and as a director of Point Massachusetts since January 1997. He is a
partner in the Health Care Group at the law firm of Ropes & Gray, Boston,
Massachusetts. He has practiced law at Ropes & Gray since 1975.

         WILLIAM J. WHELAN, JR. has served as a director of the Company since
March 15, 2002 and as a director of Point Massachusetts since January 1997. He
is a partner at the private bank of Brown Brothers, Harriman & Company, where he
has worked since 1988. Prior to that, he worked at the Bank of New York as Vice
President, Middle Market Lending.

Executive Officers

         Information regarding the executive officers of the Company is set
forth in Part I, Item 4A of the Company's Annual Report on Form 10-K, filed with
the Securities and Exchange Commission on April 1, 2002.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than 10%
of the Company's outstanding Common Stock, to file reports of ownership and
changes in ownership with the SEC and the New York Stock Exchange. Officers,
directors and greater than 10% stockholders are required by SEC regulations to
furnish the Company with all copies of Section 16(a) forms they file.

         Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Form 5s were
required for those persons, the Company believes that during the fiscal year
ended December 31, 2001, all filing requirements were timely satisfied.


                                       1
<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table

         The following table provides certain summary information for the fiscal
years ended December 31, 1999, 2000 and 2001, concerning compensation paid or
accrued by the Company to or on behalf of the persons who served as executive
officers of the Company in 2001:

<TABLE>
<CAPTION>
                                                                                                   LONG-TERM
                                                                                                  COMPENSATION
                                                                                                     AWARDS
                                                                                                  ------------       ALL
                                             ANNUAL COMPENSATION                OTHER ANNUAL       SECURITIES       OTHER
                                    -------------------------------------       COMPENSATION       UNDERLYING    COMPENSATION
   NAME AND PRINCIPAL POSITION      YEAR       SALARY ($)       BONUS ($)         ($) (1)         OPTIONS/SARS     ($) (3)
   ---------------------------      ----       ----------       ---------         -------         ------------     -------
<S>                                 <C>        <C>              <C>             <C>               <C>            <C>
John F. McGuire, III .............  2001        $383,846              --              --                 --              --
   Former President and             2000        $260,642        $ 20,000              --                 --        $  1,299
   Chief Executive Officer          1999        $282,000        $ 20,000        $ 95,632(2)         100,000        $  1,008

James B. Murphy ..................  2001        $232,308              --              --                 --              --
   Former Senior Vice               2000        $160,141        $ 10,000              --                 --        $    797
   President and Chief              1999        $166,600        $ 10,000              --             50,000        $    608
   Financial Officer                                                                  --                 --              --

Peter C. Sutcliffe ...............  2001        $252,500              --              --                 --              --
   Former Vice President and        2000        $175,441        $ 10,000              --                 --        $    882
   Chief Operating Officer          1999        $176,400        $ 10,000              --             50,000        $    701

</TABLE>

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

(1)    Other compensation in the form of perquisites and other personal
       benefits, securities or property has been omitted if such compensation
       constituted less than the lesser of $50,000 or 10% of the total salary
       and bonus for the executive officer.

(2)    Represents relocation expenses.

(3)    Represents the taxable portion of group life insurance.


       For informational purposes, the following table provides certain summary
information for the fiscal years ended December 31, 1999, 2000 and 2001
regarding compensation paid by Point Massachusetts, prior to the merger with the
Company, to Mr. Kiepert, Mr. Small, Dr. Jones and Dr. Nussbaum, who currently
serve as executive officers of the Company:

<TABLE>
<CAPTION>


                                                                                                LONG-TERM
                                                                                              COMPENSATION       ALL
                                            ANNUAL COMPENSATION                 OTHER ANNUAL   SECURITIES       OTHER
                                   -------------------------------------        COMPENSATION   UNDERLYING    COMPENSATION
NAME AND PRINCIPAL POSITION        YEAR       SALARY ($)       BONUS ($)            ($)        OPTIONS (#)        ($)
---------------------------        ----       ----------       ---------            ---        -----------        ---
<S>                                <C>        <C>              <C>              <C>           <C>            <C>
Donald R. Kiepert, Jr.             2001        $283,615        $ 81,000              --          10,000        $    110
   Chairman, President and         2000        $280,000        $ 28,000              --          10,000        $    110
   Chief Executive Officer         1999        $280,000        $ 42,000              --          20,000        $    230

Richard N. Small                   2001        $164,423        $ 48,000              --           5,000        $     72
   Senior Vice President,          2000        $160,000        $ 16,000              --           5,000        $     72
   Chief Financial Officer         1999        $160,000        $ 24,000              --          10,000        $     82
   and Treasurer

Lawrence Nussbaum, M.D.            2001        $ 41,193              --              --          25,500        $     18
Chief Medical Officer              2000              --              --              --              --              --
                                   1999              --              --              --              --              --

Barry Jones, Ph.D.                 2001        $137,449        $ 27,000              --           4,000        $    110
   Vice President, Research        2000        $130,260        $ 12,075              --           3,000        $    110
                                   1999        $122,981              --              --           3,000        $    208
</TABLE>


                                       2
<PAGE>
         Option Grants During 2001.

         No options were granted by the Company to Mr. McGuire, Mr. Murphy
or Mr. Sutcliffe in 2001.

         For informational purposes, the following table sets forth option
grants by Point Massachusetts to Mr. Kiepert, Mr. Small, Dr. Jones and Dr.
Nussbaum during the year ended December 31, 2001 under Point Massachusetts'
stock option plan. The maximum term of each option granted was ten years from
the date of grant, subject to earlier termination in the event of resignation or
termination of employment. The percentage of the total options granted to Point
Massachusetts employees in 2001 shown in the table below is based on options to
purchase an aggregate of [55,500] shares of Point Massachusetts Common Stock
granted to Point Massachusetts' employees during the year ended December 31,
2001. The exercise price of each option was equal to the fair market value of
the Point Massachusetts Common Stock on the date of grant as determined by the
Board of Directors.

         Pursuant to the Merger Agreement among the Company, PT Acquisition
Corp. and Point Massachusetts, all outstanding options to purchase shares of
Point Massachusetts common stock were assumed by the Company and may be
exercised only for shares of the Company's common stock on the same terms and
conditions as were in effect prior to the effective time of the merger. The
number of shares of the Company's common stock subject to each stock option
assumed by the Company is the number of whole shares of the Company's common
stock (omitting any fractional share) determined by multiplying the number of
shares of Point Massachusetts common stock subject to each such stock option
immediately prior to the effective time of the merger by the exchange ratio of
4.16168. The per share exercise price of each stock option assumed by the
Company was adjusted by dividing the per share exercise price by the exchange
ratio of 4.16168 and rounding up to the nearest cent.

         The potential realizable values are net of the exercise prices and
before taxes associated with the exercise, and are based on the assumption that
the Point Massachusetts Common Stock would have appreciated at the annual rate
shown from the date of the grant until the expiration of the ten-year option
term. The Company has calculated these numbers based on the rules of the
Securities and Exchange Commission, and they do not represent the Company's
estimate or projection of future Point Common Stock prices. The amounts
reflected in the table may not necessarily be achieved. The actual amount the
executive officer may realize will depend upon the extent to which the stock
price exceeds the exercise price of the options on the exercise date.

<TABLE>
<CAPTION>
                                                Option Grants
                                             Individual Grants(1)
                                 ---------------------------------------------                         Potential Realizable Value
                                  Number of                                                            at Assumed Annual Rates of
                                 Securities          % of Total       Exercise                          Stock Price Appreciation
                                 Underlying        Options Granted    or Base                               for Option Term
                                   Options         to Employees in     Price          Expiration       --------------------------
          Name                   Granted (#)         Fiscal Year       ($/Sh)            Date            5%($)            10%($)
          ----                   -----------         -----------       ------            ----            -----            ------
<S>                         <C>                    <C>               <C>              <C>              <C>              <C>
Donald R. Kiepert, Jr.            10,000(2)             18.0%        $   16.00        8/13/2011        $ 100,623        $ 254,999
Richard N. Small                   5,000(3)              9.0%        $   16.00        8/13/2011        $  50,312        $ 127,499
Lawrence Nussbaum, M.D.           25,500(4)             45.9%        $   16.00        9/26/2011        $ 256,589        $ 650,247
Barry Jones, Ph.D.                 4,000(5)              7.3%        $   16.00        8/13/2011        $  40,249        $ 102,000
</TABLE>

(1)  The option grant information set forth in this table reflects the number of
     shares of Point Massachusetts common stock underlying the original option
     and the exercise price per share of Point Massachusetts common stock of the
     original option. The table does not take into account the application of
     the exchange ratio in connection with the merger or the Reverse Split.

(2)  In connection with the Company's assumption of these options, the number of
     shares of the Company's common stock into which these options are
     exercisable is 41,616 shares at an exercise price per share of $3.84.

(3)  In connection with the Company's assumption of these options, the number of
     shares of the Company's common stock into which these options are
     exercisable is 20,808 shares at an exercise price per share of $3.84.

(4)  In connection with the Company's assumption of these options, the number of
     shares of the Company's common stock into which these options are
     exercisable is 106,122 shares at an exercise price per share of $3.84.

(5)  In connection with the Company's assumption of these options, the number of
     shares of the Company's common stock into which these options are
     exercisable is 16,646 shares at an exercise price per share of $3.84.

         Aggregated Option Exercises and Fiscal-Year-End Option Values.




                                       3
<PAGE>
         The following table sets forth certain information regarding options
held as of December 31, 2001 by Mr. McGuire, Mr. Murphy and Mr. Sutcliffe. None
of them exercised stock options in 2001.


                AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR AND
                           YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                                                 NUMBER OF
                                                                                SECURITIES
                                                                                UNDERLYING
                                                                                UNEXERCISED                VALUE OF UNEXERCISED
                                                                              OPTIONS/SARS AT                  IN-THE-MONEY
                                                                              FISCAL YEAR-END                OPTIONS/SARS AT
                                                                                    (#)                   FISCAL YEAR-END ($)(1)
                                         SHARES                                -------------                  -------------
                                      ACQUIRED ON         VALUE                 EXERCISABLE/                   EXERCISABLE/
NAME                                  EXERCISE (#)     REALIZED ($)            UNEXERCISABLE                  UNEXERCISABLE
----                                  ------------     ------------            -------------                  -------------
<S>                                   <C>              <C>                    <C>                         <C>
John F. McGuire ............               --               --                   900,000/0                         0/0
James B. Murphy ............               --               --                   270,000/0                         0/0
Peter C. Sutcliffe .........               --               --                   250,000/0                         0/0
</TABLE>

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

(1)   Value is based on the closing sales price of the Company's Common Stock on
      December 29, 2001 ($0.38), the last trading day of the Company's 2001
      fiscal year, less the applicable option exercise price.

         For informational purposes, the following table sets forth option
exercises by Mr. Kiepert, Mr. Small, Dr. Jones and Dr. Nussbaum and value of
in-the-money unexercised options held by each such person at December 31, 2001.

          The value of unexercised in-the-money options held at December 31,
2001 represents the total gain which the option holder would realize if the
option holder exercised all of the in-the-money options held at December 31,
2001, and is determined by multiplying the number of shares of Point
Massachusetts common stock underlying the options by the difference between
$16.00 (which was the fair market value per share of Point Massachusetts common
stock at fiscal year end December 31, 2001 as determined by the Point
Massachusetts board of directors) and the applicable per share option exercise
price. An option is in-the-money if the fair market value of the underlying
shares exceeds the exercise price of the option.

        Aggregated Option Exercises and Fiscal-Year-End Option Values

<TABLE>
<CAPTION>
                                                                         Number Of Securities               Value Of Unexercised
                                                                        Underlying Unexercised             In-The-Money Options At
                                          Shares                        Options At FY-End (#)                      FY-End
                                       Acquired On      Value         --------------------------         ---------------------------
Name                                   Exercise (#)  Realized ($)     Exercisable  Unexercisable         Exercisable   Unexercisable
----                                   ------------  ------------     -----------  -------------         -----------   -------------
<S>                                    <C>           <C>              <C>          <C>                   <C>           <C>
Donald R. Kiepert, Jr.(1) ......            --            --            12,500        27,500               32,500        45,500
Richard N. Small(2) ............            --            --            18,750        13,750               91,250        22,750
Barry Jones, Ph.D.(3) ..........            --            --            10,750         8,250               56,850        12,750
Lawrence Nussbaum, M.D.(4) .....            --            --                 0        25,500                    0             0
</TABLE>



                                       4
<PAGE>
Director Compensation

         The Company did not provide any compensation to members of its board
of directors in 2001.

         Under its current policies, the Company does not provide cash
compensation to members of the Company's board of directors for serving on its
board of directors or for attendance at board and committee meetings. Members of
Company's board of directors are reimbursed for reasonable expenses in
connection with attendance at board and committee meetings. In consideration for
services as non-employee directors, the Company also grants options to purchase
shares of the Company's common stock to its non-employee directors.

Employment Agreements

         The Company (through its wholly-owned subsidiary, Point Massachusetts)
has employment agreements with the following executive officers, each of whom
became an executive officer of the Company upon consummation of the merger with
Point Massachusetts on March 15, 2002:

-        Donald R. Kiepert, Jr., Chairman, President and Chief Executive
         Officer;

-        Richard N. Small, Senior Vice President, Chief Financial Officer and
         Treasurer; and

-        Lawrence Nussbaum, M.D., Chief Medical Officer.

         Mr. Kiepert's employment agreement, as amended effective as of October
31, 2001, provides for his employment as Chairman, President and Chief Executive
Officer through October 31, 2004. The employment agreement is automatically
renewed for successive one year terms thereafter, unless terminated by either
party. The agreement provides for a salary of $300,000 per year, subject to
yearly merit and performance based bonuses to be granted in an amount in the
board of directors' discretion. If the Company terminates Mr. Kiepert's
agreement for any reason other than for cause, as that term is defined in the
agreement, he is entitled to his base salary for twelve months following the
time of the termination. If Mr. Kiepert terminates his agreement for good
reason, as that term is defined in the agreement, he is entitled to his base
salary for twelve months following the time of the termination. If Mr. Kiepert's
agreement is terminated under certain circumstances following a change of
control, as that term is defined in the agreement, the Company is obligated to
pay him a lump sum equal to two times the sum of his base salary as in effect at
the time of the termination.

         Mr. Small's employment agreement, as amended effective as of October
31, 2001, provides for his employment as Chief Financial Officer and Senior Vice
President and Treasurer through October 31, 2004. The employment agreement is
automatically renewed for successive one year terms thereafter, unless
terminated by either party. The employment agreement provides for a salary of
$190,000 per year, subject to yearly merit and performance based bonuses to be
granted in an amount in the board of directors' discretion. If the Company
terminates Mr. Small's employment agreement for any reason other than for cause,
as that term is defined in the agreement, he is entitled to his base salary for
twelve months following the time of the termination. If Mr. Small terminates his
agreement for good reason, as that term is defined in the agreement, he is
entitled to his base salary for twelve months following the time of the
termination. If Mr. Small's employment agreement is terminated under certain
circumstances following a change of control, as that term is defined in the
employment agreement, the Company is obligated to pay him a lump sum equal to
one and one-half times the sum of his base salary as in effect at the time of
the termination.

         Dr. Nussbaum's employment agreement, entered into as of September 26,
2001, provides for his employment as Chief Medical Officer "at will" until
terminated by either party. The employment agreement provides for a salary of
$210,000 per year, subject to yearly merit and performance based bonuses to be
granted in an amount in the board of directors' discretion. On the date the
employment agreement became effective, Point Massachusetts granted Dr. Nussbaum
options to purchase 25,500 shares of Point Massachusetts' common stock at $16.00
per share. These options were assumed by the Company in connection with the
merger and adjusted to be exercisable for 106,122 shares of Company common stock
at an exercise price per share of $3.84. If the Company terminates Dr.
Nussbaum's employment agreement for any reason other than for cause, as that
term is defined in the employment agreement, he is entitled to his base salary
for twelve months following the time of the termination.

         In 2001, the Company entered into new employment agreements with Mr.
McGuire, Mr. Murphy and Mr. Sutcliffe, which superceded and terminated prior
retention agreements entered into with each of them and the prior employment
agreement between the Company and Mr. McGuire. Pursuant to the new employment
agreements, Messrs. McGuire, Murphy and Sutcliffe agreed to continue to provide
part-time services to the Company following the consummation of the asset sale
to Whatman to assist with the transition of the Company's business. The term of
employment under each of these new employment agreements commenced upon the
consummation of the asset sale to Whatman and shall terminate upon the earlier
of (i) 90 days after a merger or consolidation of the Company, (ii) a
liquidation or dissolution of the Company, or (iii) 18 months. Upon the
execution of these new employment agreements, the Company made lump sum payments
to Messrs. McGuire, Murphy and Sutcliffe in the amounts of $225,000, $135,000
and $146,250, respectively, and agreed to pay them an aggregate salary of
$75,000, $45,000 and $48,750, respectively, over the term of their employment.
The amounts and the timing of these payments, which the Company agreed to make
as an inducement to each of

                                       5
<PAGE>
Messrs. McGuire, Murphy and Sutcliffe to offer their part-time services to the
Company following the consummation of the asset sale to Whatman and to forego
their respective rights under their retention agreements, were negotiated by and
between the management employees and Edward C. Wood, an outside consultant to
the Company and advisor to the Board of Directors. Under the terms of the new
employment agreements, all vested and unexercised options held by any of Messrs.
McGuire, Murphy and Sutcliffe will terminate within 90 days following the
termination of such person's employment with the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Board members who served on the Compensation Committee during fiscal
year 2001 were Mr. Barberich and Mr. Doheny. Neither Mr. Barberich nor Mr.
Doheny were at any time during 2001, or formerly, an officer or employee of the
Company or any subsidiary of the Company. Mr. Doheny does not have any
relationship with the Company requiring disclosure under Item 404 of Regulation
S-K under the Exchange Act. Mr. Barberich is President and Chief Executive
Officer of Sepracor. Please see "Certain Relationships and Related Transactions"
below for disclosure regarding Mr. Barberich's relationship with the Company.

         No executive officer of the Company in 2001 served as a director or
member of the Compensation Committee (or other committee serving an equivalent
function) of any other entity, one of whose executive officers served as a
director of or member of the Compensation Committee of the Company.

ITEM 12:  STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of March 15, 2002, certain
information concerning beneficial ownership of stock of the Company (as
determined under the rules of the SEC) by (i) each person known by the Company
to be the beneficial owner of more than five percent (5%) of the Company's
common stock, (ii) each of the Company's directors and nominees for director,
(iii) each of the executive officers named in the Summary Compensation Table
[(in addition to the current executive officers of the Company) and (iv) all
Directors and executive officers as a group.

         Except as otherwise indicated, the stockholders listed in the table
have sole voting and investment powers with respect to the shares indicated.

<TABLE>
<CAPTION>
                                                                                     Number of
                                                                                       Shares                   Percentage
                              Name                                               Beneficially Owned             of Class
                              ----                                               ------------------             --------
<S>                                                                              <C>                            <C>
Donald R. Kiepert, Jr. (1)                                                             647,964                      6.9
Richard N. Small (2)                                                                   255,875                      2.7
Lawrence L. Nussbaum, M.D (3)                                                            8,323                        *
Barry Jones, Ph.D. (4)                                                                  49,940                        *
Federated Kaufmann Fund Inc.                                                         1,300,525                     14.0
William Bachovchin, Ph.D                                                             1,160,675                     12.5
Claflin Capital Management (5)                                                         800,150                      8.6
Barbara P. Wallner, Ph.D. (6)                                                          689,581                      7.4
Sepracor, Inc. (7)                                                                     670,033                      7.1
Graystone Venture Partners, LLC (8)                                                    623,902                      6.7
Gerd Petrik (9)                                                                        524,841                      5.6
Gambro, Inc.                                                                           516,534                      5.6
Timothy J. Barberich (10)                                                               37,008                        *
Thomas M. Claflin (11)                                                                 800,150                      8.6
Daniel T. Roble  (12)                                                                   15,606                        *
William J. Whelan, Jr. (13)                                                             26,010                        *
All directors and executive officers as a group (9 persons) (14)                     1,840,876                     19.1
</TABLE>

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

* Beneficial ownership does not exceed 1% of the outstanding common stock of the
Company.

(1)      Includes 83,233 shares issuable to Mr. Kiepert upon the exercise of
         options currently exercisable or exercisable within 60 days of March
         15, 2002.

(2)      Includes 93,637 shares issuable to Mr. Small upon the exercise of
         options currently exercisable or exercisable within 60 days of March
         15, 2002.

(3)      Consists solely of shares issuable to Dr. Nussbaum upon the exercise of
         options exercisable within 60 days of March 15, 2002.


                                       6
<PAGE>
(4)      Consists solely of shares issuable to Dr. Jones upon the exercise of
         options currently exercisable or exercisable within 60 days of March
         15, 2002.

(5)      Consists of 306,357 shares of common stock held by the Claflin Capital
         VI Fund, 216,569 shares of common held by the Claflin Capital VII Fund,
         207,309 shares of common stock held by the Black Diamond Fund, L.P.,
         41,949 shares issuable to the Claflin Capital VI Fund upon exercise of
         common stock warrants, and 27,966 shares issuable to the Claflin
         Capital VII Fund, upon exercise of common stock warrants.

(6)      Includes 93,637 shares issuable to Dr. Wallner upon the exercise of
         options currently exercisable or exercisable within 60 days of March
         15, 2002.

(7)      Includes 236,700 shares issuable to Sepracor, Inc. upon exercise of
         common stock warrants.

(8)      Consists of 553,986 shares of common stock held by Graystone Venture
         Direct Equity, L.P., which is managed by Graystone Venture Partners,
         LLC, and 69,916 shares issuable to the Graystone Venture Direct Equity,
         L.P., upon exercise of common stock warrants.

(9)      Consists of 478,231 shares of common stock held by StoneLife Science
         Holdings, Ltd. and 46,610 shares issuable to StoneLife Science
         Holdings, Ltd. upon exercise of common stock warrants.

(10)     Consists of 37,008 shares issuable to Mr. Barberich upon the exercise
         of options currently exercisable.

(11)     Consists of 306,357 shares of common stock held by the Claflin Capital
         VI Fund, 216,569 shares of common held by the Claflin Capital VII Fund,
         207,309 shares of common stock held by Black Diamond Fund, L.P., 41,949
         shares issuable to the Claflin Capital VI Fund upon exercise of common
         stock warrants, and 27,966 shares issuable to the Claflin Capital VII
         Fund, upon exercise of common stock warrants. Mr. Claflin in his
         capacity of President and Chief Executive Officer of Claflin Capital
         Management has voting and investment power with respect to these shares
         but disclaims beneficial ownership with respect to these shares.

(12)     Consists solely of shares issuable to Mr. Roble upon the exercise of
         options currently exercisable.

(13)     Includes 15,606 shares issuable to Mr. Whalen upon the exercise of
         options currently exercisable or exercisable within 60 days of March
         15, 2002.

(14)     Includes 383,672 shares of common stock subject to options or warrants
         that are currently exercisable or will become exercisable within 60
         days of March 15, 2002.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Sepracor

         The Company was organized in December 1993 as a subsidiary of Sepracor.
Effective January 1, 1994, Sepracor transferred its blood filtration and
membrane filter design business to the Company in exchange for 3,000,000 shares.
As of March 15, 2002, Sepracor owned approximately 4.7% of the Company's issued
and outstanding common stock (approximately 7.1% on a fully diluted basis). Mr.
Barberich, one of the Company's directors, is President and Chief Executive
Officer of Sepracor.

         In September 1998, the Company completed a $5 million revolving line of
credit arrangement with a commercial bank. Sepracor, the Company's largest
stockholder at the time, had guaranteed to repay amounts borrowed under the line
of credit (all of which was repaid by the Company as of September 2000). In
exchange for the guarantee, the Company granted to Sepracor warrants to purchase
up to 1,700,000 shares of common stock at a price of $0.69 per share. The
warrants will expire in the year 2003 and have certain registration rights
associated with them.

         On March 23, 1999, the Company completed a private placement financing
with Sepracor in which the Company received $2 million in exchange for 1,333,334
shares of common stock and warrants to purchase an additional 667,000 shares of
common stock at $1.50 per Share. The warrants will expire in the year 2004 and
have certain registration rights associated with them. The Company may require
Sepracor to exercise these warrants under certain circumstances as described in
the warrant agreement.

Gambro Inc.

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<PAGE>
         On May 3, 1999, the Company completed a private placement financing
with Gambro Inc. The stock subscription agreement, which the Company entered
into with Gambro Inc. in connection with the Company's financing in May 1999,
provided for an initial investment of $9 million in exchange for 4,500,000
shares of common stock. The stock subscription agreement also provided Gambro
Inc. with an option to purchase additional shares of common stock for up to an
aggregate purchase price of $3 million at any time between August 3, 1999 and
May 3, 2000 with the price per share to be based upon the market price of the
Company's common stock. In October 1999, Gambro Inc. exercised this option in
full. In connection with the exercise of this option, Gambro Inc. purchased
498,355 shares of common stock at a price of $6.02 per share. The price and
number of shares of common stock reflected the average price of the Company's
common stock in the 30 days prior to the exercise date of October 5, 1999. On
March 5, 2001, in connection with the Termination and Release Agreement entered
into by Gambro and the Company and described below, Gambro returned and the
Company cancelled 1,011,691 shares of the Company's common stock. As of March
15, 2002, Gambro owned approximately 5.6% of the Company's issued and
outstanding common stock.

         The stockholders' agreement, which the Company entered into with Gambro
Inc. in connection with the Company's financing in May 1999, provides that
Gambro Inc. has the right, subject to certain terms and conditions, to have
representation on the Company's Board of Directors of up to two directors and
the Company's representative committees and contains, among other things,
various registration rights and anti-dilution and standstill provisions. Subject
to certain terms and conditions, the anti-dilution provisions prohibit the
Company from selling or issuing common stock or securities convertible into
common stock in any offering to a third party without offering Gambro Inc. the
opportunity to purchase at the same price and terms that number of securities
necessary for Gambro Inc. to maintain its beneficial ownership of the Company's
outstanding common stock. Furthermore, in an offering or in certain other
limited situations, the Company must provide Gambro Inc. with notice of the
Company's intention to sell as well as a right to negotiate with the Company
first for the purchase of the Company's securities. Gambro Inc. agrees to
certain restrictions on its ability to sell the Company's common stock owned by
it and its permitted transferees. Gambro Inc. also agrees to refrain from
acquiring beneficial ownership of additional equity or debt securities of the
Company, engaging in certain proxy solicitation activities, seeking to control
the Company's management, policies or affairs and taking certain actions
relating to business combinations and similar transactions without prior
approval of the Company's Board of Directors. Gambro Inc. purchased 1,178,680
shares of common stock in the Company's March 2000 offering. Gambro Inc. agreed
to waive its registration rights in connection with the registration statement
filed by the Company in connection with that offering. In connection with the
execution of the merger agreement among the Company, PT Acquisition Corp., and
Point Massachusetts, Gambro Inc. agreed to waive its right to purchase shares of
common stock in connection with the transactions contemplated by the merger
agreement.

         In 1998, the Company completed a distribution and development
agreement, which was amended in May 1999, with Gambro Inc. to act as the
Company's exclusive distributor of the Company's r\LS System worldwide, except
for sales to the American Red Cross. Furthermore, this agreement provided that
Gambro Inc. may (upon mutual agreement by the Company and Gambro Inc.)
distribute additional future products developed by the Company that filter blood
and its components. Gambro Inc. markets and sells blood component apheresis
equipment to the blood center market. The agreement with Gambro Inc.
contemplated the development by the Company of an OEM filter for use with Gambro
Inc.'s Trima(R) Automated Blood Collection System. The distribution agreement
also provided that Gambro would pay the costs and expenses associated with the
defense of intellectual property claims made against the Company and Gambro by
Pall Corporation. The distribution agreement provided for a five year term that
would have expired in June 2004, subject to automatic three year renewals unless
the agreement was previously terminated.

         In November 2000, the Company was notified by Gambro Inc. of its
purported termination of the distribution agreement. Gambro cited the American
Red Cross's termination of its supply contract with the Company and the
Company's limited sales, high cash burn rate and limited access to additional
financing sources as the central rationale for its purported termination. On
March 5, 2001, the Company and Gambro entered into a Termination and Release
Agreement, pursuant to which (i) the Distribution Agreement was deemed
terminated effective November 21, 2000, (ii) the parties mutually released each
other from all further obligations and liabilities, except with respect to
confidentiality and indemnities related to product liability and patent
infringement, and (iii) Gambro returned 1,011,692 shares of common stock with a
then fair market value of approximately $332,000 as consideration for the
Company's inventory of products bearing Gambro's company name.

         Following consummation of the asset sale to Whatman, for so long as
Gambro continued to beneficially own no less than 15% of the issued and
outstanding shares of the Company's common stock, Gambro was entitled to
proportionate representation on the Board of Directors, provided, that such
proportionate representation shall in no event entitle Gambro to nominate less
than one director (assuming the 15% threshold is met) nor entitle Gambro to
nominate more than two directors. If at any time following the consummation of
the asset sale to Whatman there was a vacancy with respect to one or both of the
directors nominated by Gambro, Gambro was required, within five business days of
such vacancy, to nominate or appoint one or two directors, as the case may be,
to fill such vacancy or otherwise lose its nomination rights with respect to
such director or directors, as the case may be. Following the asset sale to
Whatman, Gambro did not nominate any directors to the Company's board of
directors. As of March 15, 2002, Gambro owned approximately 5.6% of the
Company's issued and outstanding common stock.

Certain Employment Agreements with Executive Officers
                                       8
<PAGE>
         In connection with the asset sale to Whatman in 2001, the Company
entered into new employment agreements with Mr. McGuire, Mr. Murphy and Mr.
Sutcliffe, which superceded and terminated prior retention agreements entered
into with each of them and the prior employment agreement between the Company
and Mr. McGuire. Pursuant to the new employment agreements, Messrs. McGuire,
Murphy and Sutcliffe agreed to continue to provide part-time services to the
Company following the consummation of the asset sale to Whatman to assist with
the transition of the Company's business. These employment agreements are
described under the heading "Executive Compensation - Employment Agreements."

Merger with Point Massachusetts

         On November 15, 2001, the Company and PT Acquisition Corp., a
wholly-owned subsidiary of the Company formed for the purpose of consummating a
merger transaction, entered into an Agreement and Plan of Merger with Point
Massachusetts. On March 15, 2002, the Company's stockholders approved a 1-for-10
reverse split of the Company's common stock and a name change of the Company
from HMSR Inc. to Point Therapeutics, Inc. The stockholders of Point
Massachusetts also approved on March 15, 2002 the merger agreement previously
entered into by both parties. The merger became effective on March 15, 2002, at
which time, Point Massachusetts became a wholly-owned subsidiary of the Company.
Point Massachusetts subsequently changed its name to "Point Therapeutics
Massachusetts, Inc."

         As noted above, Mr. Barberich, a director of the Company, is a
director, Chairman and Chief Executive Officer of Sepracor, which beneficially
owned approximately 31.5% of the Company's common stock as of December 31, 2001.
Mr. Barberich has served as a director of Point Massachusetts since March of
1999. As of December 31, 2001, Mr. Barberich beneficially owned approximately 1%
of HMSR's outstanding common stock and less than 1% of Point Massachusetts'
outstanding common stock. Mr. Barberich's interests were disclosed to and
considered by the Company's and Point Massachusetts' boards of directors in
connection with their consideration of the merger. Mr. Barberich abstained from
voting on the merger and the merger agreement at the meetings of each company's
board of directors because of these interests.

         Donald R. Kiepert, Jr., a director of the Company, is employed by the
Company as its Chairman, President and Chief Executive Officer. Prior to the
merger, Mr. Kiepert also served in the same positions and offices with Point
Massachusetts. The Company's employment agreement with Mr. Kiepert, which was
entered into by Point Massachusetts prior to the merger, is described under the
heading "Executive Compensation - Employment Agreements."

         Daniel T. Roble, a director of the Company, is a partner of the law
firm of Ropes & Gray. Ropes & Gray provided Point Massachusetts with legal
services in the past and in connection with the merger and currently provides
legal services to the Company.




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<PAGE>
                                   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, on the 30th day of
April, 2002.


                                   POINT THERAPEUTICS, INC.


                                   By: /s/ Donald R. Kiepert, Jr.
                                       -----------------------------------------
                                           Donald R. Kiepert, Jr.
                                           President and Chief Executive Officer


                                   POINT THERAPEUTICS, INC.


                                   By: /s/ Richard N. Small
                                       -----------------------------------------
                                           Richard N. Small
                                           Chief Financial Officer and Treasurer



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