<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                                 AMENDMENT NO. 1

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

        For Quarter Ended June 30, 1998.....Commission File Number 1-155

                            FIRST MEDICAL GROUP, INC.

             (Exact name of Registrant as specified in its charter)

         Delaware                                           13-1920670
--------------------------------------------------------------------------------
(State or other jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                          Identification No.)


  1055 Washington Boulevard, Stamford, CT                   06901
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code        (203) 327-0900
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                  Former name, former address and former fiscal year,
                               if changed since last report


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 and 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

             Class                              Outstanding at August 14, 1998
-----------------------                         -----------------------------
Common Stock, par value                                 9,567,292
     $.001 per share


<PAGE>



                   FIRST MEDICAL GROUP, INC. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>

                                                                                          Page
                                                                                         Number
                                                                                         ------
<S>                                                                                       <C>
PART I.                                          FINANCIAL INFORMATION

 Item 1.                  Financial Statements

                          Consolidated Statements of Operations -
                          Six Months Ended June 30, 1998 and 1997.............................1

                          Consolidated Balance Sheets -
                          June 30, 1998 and December 31, 1997.................................2

                          Consolidated Statements of Changes in
                          Shareholders' Equity (Deficit) -
                          Six Months Ended June 30, 1998 and 1997.............................3

                          Condensed Consolidated Statements of Cash Flows -
                          Six Months Ended June 30, 1998 and 1997.............................4

                          Notes to Consolidated Financial Statements........................5-7

 Item 2.                  Management's Discussion and Analysis of
                          Financial Condition and Results of Operations....................8-11

 Item 3.                  Quantitative and Qualitative Disclosures about
                          Market Risk........................................................11


PART II.          OTHER INFORMATION


 Item 1.                 Legal Proceedings..................................................12

 Item 3.                 Defaults upon Senior Securities....................................12

 Item 5.                 Other Information..................................................12

 Item 6.                 Exhibits and Reports on Form 8-K................................13-14
</TABLE>


<PAGE>


                         PART I - FINANCIAL INFORMATION

FIRST MEDICAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                           THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                                 JUNE 30,                               JUNE 30,
                                                                 --------                               --------

                                                            1998            1997               1998              1997
                                                            ----            ----               ----              ----
<S>                                                   <C>              <C>              <C>                     <C>
Revenue                                               $     2,701      $     2,409      $     5,465             $     4,423


Cost of revenue                                             2,509            1,845            4,646                   3,469
                                                      -----------      -----------      -----------             -----------

         Income from clinic operations                        192              564              819                     954

Operating expenses:
Salaries and benefits                                          74              329              406                     427
General and administrative                                    284              283              517                     450
Depreciation and amortization                                  33               64               65                      95
                                                      -----------      -----------      -----------             -----------
     Total operating expenses                                 391              676              988                     972

Loss from operations                                        (199)            (112)            (169)                    (18)
Interest expense,  net                                       (28)             (51)             (97)                    (65)
                                                      -----------     ------------     ------------             -----------

Loss before income tax provision                            (227)            (163)            (266)                    (83)
Income tax provision (credit)                                 165             (45)             327                       --
                                                      ------------    ------------     ------------             -----------
Loss from continuing operations before
  discontinued operations                                    (392)           (118)            (593)                    (83)

Discontinued operations:
Loss from operations of
 discontinued physician management
 and electrical supply division                              (980)         (2,245)          (1,982)                 (2,188)
Income on disposal of physician management
 and electrical supply division                              4,260             --            3,669                       --
                                                      ------------    ------------     ------------             -----------
Income (loss) from discontinued operations                   3,280         (2,245)            1,687                 (2,188)
Cumulative effect of change in
 accounting principle                                        --               --              (970)                      --
                                                      ------------    ------------     ------------             -----------
Net income (loss)                                        $   2,888       $ (2,363)           $  124               $ (2,271)

Income (loss) per share - basic and diluted:
Loss from continuing operations                          $   (.04)        $ (.01)          $  (.06)             $     (.01)
Income (loss) from discontinued operations                    .35           (.25)              .18                      --
Cumulative effect of change in
 accounting principle                                          --             --              (.10)                   (.24)
                                                      ------------   ------------      -------------           ------------
Income (loss) per share                                  $     .31        $ (.26)            $  .02                $  (.25)

Weighted average number of common
 shares outstanding-basic and diluted                    9,448,292      9,021,400         9,422,651               9,021,400
</TABLE>

See accompanying notes to consolidated financial statements
                                       1.
<PAGE>


FIRST MEDICAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>

                                                                                            June 30, 1998  December 31, 1997
                                                                                            -------------  -----------------




<S>                                                                                               <C>          <C>
                                   ASSETS
Current assets:
  Cash and cash equivalents                                                                       $ 1,982      $ 1,421
  Accounts receivable                                                                                 204           98
  Due from related parties                                                                          1,172        1,140
  Inventories                                                                                          11           --
  Prepaid expenses and other current assets                                                            60           51
                                                                                                  -------      -------

         Total current assets                                                                       3,429        2,710

Property and equipment, net                                                                           164          170
Intangible assets, net                                                                              1,298        2,014
Other assets                                                                                         --            248
                                                                                                  -------      -------

         TOTAL                                                                                    $ 4,891      $ 5,142

         LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                                                                $   352      $   278
  Accrued expenses                                                                                    854          383
  Deferred revenue                                                                                    597          731
  Notes payable and accrued interest payable                                                        1,264        3,999
  Net liabilities of discontinued operations                                                        2,584          805
                                                                                                  -------       ------
         Total current liabilities                                                                  5,651        6,196

Commitments and contingencies

Shareholders' deficit:
  Common stock, par value $.001; authorized shares100,000,000; shares issued
     9,567,292 at June 30, 1998 and 9,397,292 at
     December 31, 1997                                                                                 10            9
  Additional paid-in-capital                                                                        8,253        8,084
  Accumulated deficit                                                                              (9,023)     (9,147)
                                                                                                  --------      ------
         Total shareholders' deficit                                                                 (760)     (1,054)
                                                                                                  --------       ------
         TOTAL                                                                                    $ 4,891      $ 5,142
</TABLE>


See accompanying notes to consolidated financial statements

                                       2.

<PAGE>


FIRST MEDICAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES OF
   SHAREHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>

                                                                                        Retained           Total
                                               Number of     Common       Additional    Earnings        Shareholders'
                                                 Shares       Stock     Paid-in Capital (Deficit)     Equity (Deficit)
                                                 ---------------------------------------------------------------------
<S>                                              <C>           <C>           <C>          <C>             <C>
Balance, December 31, 1996                        10,000     $    --       $  380      $    324         $    704

Net loss                                            --            --           --        (2,271)          (2,271)
                                                 -------     ---------     --------     --------        ---------
Balance, June 30, 1997                            10,000     $    --       $  380      $ (1,947)        $ (1,567)
                                                 -------     ---------     --------     --------        ---------
                                                 -------     ---------     --------     --------        ---------




Balance, December 31, 1997                     9,397,292     $    9        $  8,084     $ (9,147)        $ (1,054)

Issuance of common stock                         170,000          1             169            --             170

Net income                                           --          --              --           124             124
                                               ---------     ---------     ---------     ---------       ---------


Balance, June 30, 1998                         9,567,292     $   10        $  8,253     $ (9,023)        $  (760)
                                               ---------     ---------     ---------     ---------       ---------
                                               ---------     ---------     ---------     ---------       ---------
</TABLE>



See accompanying notes to consolidated financial statements.


                                       3.
<PAGE>


FIRST MEDICAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>


                                                                Six Months Ended June 30,

                                                                1998               1997
                                                           ----------------------------
<S>                                                                <C>         <C>

Cash flows from operating activities:

Net income (loss)                                                $   124      $(2,271)

Adjustments to reconcile net income (loss)
  to net cash used in continuing
  operating activities:
Depreciation and amortization                                         65            95
Cumulative effect of change in accounting principle                  970            --
Noncash compensation                                                 170            --
Increase in intangibles and other assets                             (56)        (522)
Increase  in net liabilities of discontinued operations             1,179        2,333
Other changes, net                                                    853        (425)
                                                                  -------      -------

Net cash provide by (used in) continuing operating
   activities                                                       3,305        (790)


Capital expenditures                                                  (9)         (41)

Investment in Lehigh                                                   --        (819)

Proceeds(repayment) of loan payables and others                    (2,735)       2,142
                                                                   -------     -------

Increase in cash and cash equivalents                                  561         492

Cash and cash equivalents, beginning of year                         1,421         124
                                                                   -------     -------

Cash and cash equivalents, end of the period                       $ 1,982     $   616
                                                                   -------     -------
                                                                   -------     -------
</TABLE>

See accompanying notes to consolidated financial statements

                                       4.
<PAGE>


FIRST MEDICAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


1.       Basis of Presentation

The financial information for the three months and six months ended June 30,
1998 and 1997 is unaudited. However, the information reflects all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management, necessary for the fair statement of results for the interim periods.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These consolidated financial statements should
be read in conjunction with the consolidated financial statements and related
notes included in First Medical Group, Inc.'s ("the Company") December 31, 1997
Report on Form-10K.

The results of operations for the three month and six month period ended June
30, 1998 are not necessarily indicative of the results to be expected for the
full year.

Earnings (loss) per common share is calculated by dividing net income (loss) by
weighted average number of common shares for the period. Dilutive earnings per
share reflect, in periods in which they have a dilutive effect, the effect of
common shares issuable upon exercise of stock options and other stock
equivalents. For the periods presented, there were no common stock equivalents
included in the calculation, since they would be anti-dilutive.

2.       Discontinued Operations

On April 14 and 15, 1998, the Company through certain of its wholly-owned
subsidiaries completed the sale of its Florida physician practice management
operations. The sales price was approximately $6.75 million for certain assets
of the Company. As a result of these transactions, the Company has reflected its
physicians practice management division as discontinued operations for financial
statement purposes.

On April 17, 1998, the Company sold Hallmark Electrical Supplies Corp.
("Hallmark") which was a wholly owned subsidiary of the Company to a certain
member of management of the Company and certain members of management of
Hallmark for a total sales price of $1.9 million. The purchase price of $1.9
million represented a cash payment of $750,000 and the assumption of $1.15
million of liabilities and a covenant not to compete by the member of the
management of the Company.


                                       5.
<PAGE>


On July 8, 1998, the Company through its wholly-owned subsidiary, First Medical
Corporation, Inc. sold all of the assets of its Indiana operations and its
contracts with Humana Health Plan, Inc. ("Humana") to provide physician practice
management to MCO, LLC. The total sales price was $727,378. The proceeds of the
sale were used to pay off the existing loan with Devon Bank in the amount of
$377,378 and $350,000 was applied to amounts owed to Humana.

On July 16, 1998, First Medical Corporation-Texas Division, sold its assets to
Durham Physicians Group, P.A. for $90,000 to be paid in equal installments
beginning July 1, 1999, bearing 8% interest per annum compounded annually. First
Medical Corporation-Texas Division and Durham Physicians Group, P.A. also
terminated their Full Service Management Agreement.

Summarized financial information for discontinued operations is as follows (in
thousands):
<TABLE>
<CAPTION>

                                                                                    Six Months Ended June 30,
                                                                                        1998         1997
                                                                                        -----------------
<S>                                                                                     <C>          <C>
Revenue                                                                                 $ 19,604     $ 28,360

Loss from discontinued operations                                                       $ (1,982)    $(2,188)

</TABLE>

<TABLE>
<CAPTION>

                                                                                    June 30, 1998
                                                                                    -------------


<S>                                                                                 <C>
Current assets                                                                      $ 10,403
Other assets                                                                             327
                                                                                    --------
         Total assets                                                                 10,730

Total liabilities                                                                     13,314
                                                                                    --------
Net liabilities of discontinued operations                                          $ (2,584)
</TABLE>

3.       Change in Accounting Principle

Prior to 1998, the Company capitalized certain costs relating to start-up
operations. Pursuant to Statement of Position 98-5, Reporting on the Costs of
Start-Up Activities, the Company recorded $970,000 as a cumulative effect of the
change in accounting principle relating to the write-off of such costs. This
amount is reflected in the consolidated statement of operations for the six
months ended June 30, 1998.

4.       Subsequent Event

Pursuant to a reorganization agreement, effective July 1, 1998, the American
Medical Clinics Management Company, Ltd., a wholly-owned subsidiary of First
Medical Group International, Ltd., which in turn is a wholly-owned
subsidiary of the Company, acquired the stock of American Medical Clinics
Moscow, Inc. and American Medical Clinics-St. Petersburg Ltd. ("AMC-CIS").
The shareholders of AMC-CIS are shareholders of the Company. The total
consideration was approximately $1.3 million and represents accounts payable
to AMCMC by AMC-CIS. Prior to the reorganization agreement, AMCMC had a
management service agreement whereby AMC-CIS would provide medical services
to AMCMC customers.


                                       6.
<PAGE>


5.       Supplementary Schedule
<TABLE>
<CAPTION>

                                                        1998              1997
                                                           (in thousands)
                                                        ----------------------
<S>                                                     <C>      <C>
Cash paid during the six months ended June 30, for:

Interest                                                $ 52              $ 65
Income taxes                                             327                --
</TABLE>

                                       7.
<PAGE>


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATION

  GENERAL

       Statements made in this filing about management's intentions, hopes,
beliefs, expectations or predictions of the future are forward-looking
statements. It is important to note that actual results could differ
materially from those projected in such forward-looking statements. Factors
that could cause future results to vary materially from current expectations
include, but are not limited to competition in the health care industry,
legislation and regulatory changes, changes in the economy and stability in
the international markets in which the Company operates.

FINANCIAL CONDITION

CASH AND CASH EQUIVALENTS. At June 30, 1998, the Company had cash of $ 2.0
million as compared to $ 1.4 million at December 31, 1997. The increase in
cash and cash equivalents relates primarily to the net proceeds received form
the sale of the Florida physician practice management operations in April 1998
offset by operating losses of $ 2.0 million incurred during the six months
ended June 30, 1998 in the physician practice management division and the
repayment of the Company's bank facility of $2.8 million.

INTANGIBLE AND OTHER ASSETS. The decrease in intangible and other assets
relates primarily to the write-off of start up costs of certain operations due
to the change in accounting principle.

NOTES PAYABLE AND ACCRUED INTEREST PAYABLE. Notes payable and accrued interest
payable at June 30, 1998 was $1.3 million as compared to $4.0 million at
December 31, 1997. Proceeds from the sale of the Florida physician practice
management operations were used to repay $2.8 million of bank facilities.

NET LIABILITIES OF DISCONTINUED OPERATIONS. Net liabilities of discontinued
operations at June 30, 1998 was $2.6 million as compared to $800,000 at
December 31, 1997. The increase in net liabilities is due to operating losses
incurred in connection with the physician practice management division.

RESULTS OF OPERATIONS
SECOND QUARTER OF 1998 IN COMPARISION
WITH SECOND QUARTER OF 1997

       REVENUE. Total revenue of the Company for the three months ended
June 30, 1998 and 1997 was $2.7 million and $2.4 million, respectively, an
increase of 12%, due mainly to the opening of two new clinics in Eastern
Europe as well as increased patient visits in existing facilities.

       COST OF REVENUES. Cost of revenues for the three months ended June 30,
1998 and 1997 was $2.5 million and $ 1.8 million, respectively. Cost of
revenues as a percentage of revenue, was 93% and 77% for the three months
ended June 30, 1998 and 1997, respectively. The increase relates to increased
staff levels as a result of increased visits.

                                       8.
<PAGE>


         OPERATING EXPENSES. Operating expenses for the Company were $391,000
during the three months ended June 30, 1998 as compared to $ 676,000 in 1997.
Operating expenses as a percentage of revenue was 15% in 1998 as compared to 28%
in 1997. The decrease is attributable to a reduction of corporate overhead as a
result of the divestiture of the physician practice management division.


       INCOME (LOSS) FROM DISCONTINUED OPERATIONS. Income from discontinued
operations for the three months ended June 30, 1998 was $3.3 million as
compared to a loss of $2.2 million for the three months ended June 30, 1997.
Included in income from discontinued operations for the three months ended
June 30, 1998 was a gain of $4.3 million resulting from the sale of the
Florida physician practice management operations.

       NET INCOME (LOSS). Net income for the three months ended June 30, 1998
was $2.9 million as compared to a net loss of $ 2.4 million in the second
quarter of 1997 due primarily to the gain on sale of the Florida managed care
operations of $4.3 million offset by the losses of $ 1.0 million incurred in
connection with discontinued operations.

RESULTS OF OPERATIONS
FIRST HALF OF 1998 IN COMPARISION
WITH FIRST HALF OF 1997

       REVENUE. Total revenue of the Company for the six months ended
June 30, 1998 and 1997 was $5.5 million and $4.4 million, respectively, an
increase of 24%, due mainly to the opening of two new clinics in Eastern
Europe as well as increased patient visits in existing facilities.

       COST OF REVENUES. Cost of revenues for the six months ended June 30,
1998 and 1997 was $4.6 million and $ 3.5 million, respectively. Cost of
revenues as a percentage of revenue, was 85% and 78% for the six months ended
June 30, 1998 and 1997, respectively. The increase was related to increased
staffing levels as a result of the increase in visits.

       OPERATING EXPENSES. Operating expenses for the Company were $988,000
during the six months ended June 30, 1998 as compared to $ 972,000 in 1997.
Operating expenses as a percentage of revenue was 18% in 1998 as compared to 22%
in 1997.

       INCOME (LOSS) FROM DISCONTINUED OPERATIONS. Income from discontinued
operations for the six months ended June 30, 1998 was $1.7 million as compared
to a loss of $2.2 million for the six months ended June 30, 1997. Included in
income from discontinued operations for the six months ended June 30, 1998 was
a net gain of $3.7 million resulting from the sale of the Florida physician
practice management and electrical supply business.

       CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE. The cumulative
effect of a change in accounting principle of $ 970,000 reflected in the
consolidated statement of operations during the six months ended June 30, 1998
relates to the write-off of start-up costs of certain operations pursuant to
Statement of Position 98-5.
                                       9.
<PAGE>


         NET INCOME (LOSS). Net income for the six months ended June 30, 1998
was $124,000 as compared to a net loss of $2.3 million for the six months
ended June 30, 1997 due primarily to the net gain on sale of the Florida
physician practice management operations and electrical supply business of $3.7
million offset by $ 2.0 million of operating losses incurred in connection with
discontinued operations and the impact relating to the change in accounting
principle.


LIQUIDITY AND CAPITAL RESOURCES

       The working capital of the Company as of June 30, 1998 is at a deficit
of $2.2 million as compared to $3.5 million as of December 31, 1997. The
decrease in the deficit of $1.3 million is due mainly to the sale of the
Florida physician practice management operation and the electrical supply
business offset by an increase of net liabilities related to discontinued
operations due to operating losses incurred in connection with the physician
practice management division. Included in the working capital deficit as of
June 30, 1998 are the notes payable and accrued interest of approximately
$1.3 million of which the Company is unable to locate the note holders.

       The Company is in default on the payment of interest (approximately
$874,000 interest was past due as of June 30, 1998) on the $390,000 aggregate
principal amount of its 13 1/2% Senior Subordinated Notes due May 15, 1998
("13 1/2% Notes") and 14 7/8% Subordinated Debentures due October 15, 1995,
("14 7/8% Debentures") that remain outstanding and were not surrendered to
the Company in connection with its financial restructuring consummated in
1991. The Company has been unable to locate the holders of the 13 1/2% Notes
and 14 7/8% Debentures (with the exception of certain of the 14 7/8%
Debentures, which were retired during 1996).

YEAR 2000

       The Company is aware of the issues related with the computer systems
that could be affected by the "Year 2000." The Year 2000 problem is the
result of computer programs being written using two digits rather than four
to define the applicable year.

         The Company primarily uses general business applications that are
licensed by the same vendor. It is expected that these applications will be Year
2000 compliant. Should such systems not be Year 2000 compliant, the Company
believes that reasonable manual alternatives are available to produce such data.
The Company believes that such cost to perform these tasks are not considered to
be material.

         The Company is in the process of identifying those vendors that it
  relies on to supply diagnostic test results relating to patient testing and to
  a small group of third-party payors. The Company intends to send inquires to
  these vendors and third-party payors to ascertain compliance.
                                       10.
<PAGE>


         Based upon the information currently available, the Company believes
that its risk associated with problems arising from Year 2000 issues is not
significant. However, because of the many uncertainties associated with Year
2000 issues, and because the Company's assessment is necessarily based upon
information from third-party payors and suppliers, there can be no assurance
that the Company's assessment is correct or as to the materiality or effect
of any failure of such assessment to be correct. The Company will continue
with its review process as described above and make modifications as deemed
necessary under the circumstances.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         There has been no material change in the quantitative and qualitative
  disclosures about market risk since December 31, 1997.



                                       11.
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in minor litigation, none of which is considered by
management to be material to its business or, if adversely determined, would
have a material adverse effect on the Company's financial statements.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company continues to be in default in the payment of interest
(approximately $874,000 interest is past due as of June 30, 1998) on the
$390,000 principal amount of 13 1/2% Notes and 14 7/8% Debentures.

ITEM 5. OTHER INFORMATION

As reported on a Form 8-K filed on April 29, 1998, on April 14 and 15, 1998,
First Medical Group, Inc., ("FMG") through certain of its wholly-owned
subsidiaries completed the sale of its Florida operations which amounted to
the sale of all of the assets of its nine outpatient centers and its
management agreements for the South Florida multi-specialty practices. The
total sales price determined through arms-length negotiations, was
approximately $6.75 million, the proceeds of which were used to payoff an
existing loan with First Union Bank in the amount of $2,827,812, money owed to
Humana Inc., in the sum of $1,227,045 and various accounts payable and other
accrued liabilities in the amount of $1,483,541. The balance of the proceeds
will be used for general working capital requirements.

On April 17, 1998 FMG sold Hallmark Electrical Supplies Corp., ("Hallmark")
which was a wholly owned subsidiary of FMG to Salvatore J. Zizza and the
existing management of Hallmark for a total sales price of $1.9 million. The
$1.9 million represented a cash payment of $750,000 and the assumption of
$1.15 million of liabilities and Mr. Zizza's agreement not to compete.

Simultaneously with the sale of Hallmark, Mr. Zizza resigned as Executive Vice
President, Chief Financial Officer and Treasurer of FMG and its subsidiaries.
Mr. Zizza continues to serve as a director of FMG.

On July 8, 1998, the Company through its wholly-owned subsidiary, First Medical
Corporation, Inc. sold all of the assets of its Indiana operations and its
contracts with Humana Health Plan, Inc. ("Humana") to provide physician practice
management to MCO, LLC. The total sales price was $727,378. The proceeds of the
sale were used to pay off the existing loan with Devon Bank in the amount of
$377,378 and $350,000 was applied to amounts owed to Humana.

On July 16, 1998, First Medical Corporation-Texas Division, sold its assets to
Durham Physicians Group, P.A. for $90,000 to be paid in equal installments
beginning July 1, 1999, bearing 8% interest per annum compounded annually. First
Medical Corporation-Texas Division and Durham Physicians Group, P.A. also
terminated their Full Service Management Agreement.

                                      12.
<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

A Form 8-K was filed on April 29, 1998 (see item 5).

EXHIBITS
3.1      Restated Certificate of Incorporation and Amendments thereto
         (incorporated by reference to the Registrant's Annual Report on Form
         10-K filed on April 16, 1998).

3.2      Certificate of Amendment to Restated Certificate of Incorporation dated
         November 12, 1997 (incorporated by reference to the Registrant's Proxy
         Statement dated October 29, 1997).

3.3      Form of Certificate of Designation of the Series A Convertible
         Preferred Stock (incorporated by reference to Appendix B of the
         Registrant's Proxy Statement contained in Pre-Effective Amendment No. 5
         to the Registrant Registration Statement on Form S-1 (previously Form
         S-4) dated June 26, 1997).

3.4      Amended and Restated By-Laws of the Registrant, as amended to date
         (incorporated by reference to Exhibit 3 (ii) to the Registrant's
         Current Report on Form 8-K dated July 17, 1996).

4.1      Form of Indenture, dated as of October 15, 1985, among Registrant,
         NICO, Inc. and J. Henry Schroder Bank & Trust the Registrant, as
         Trustee, including therein the form of the subordinated debentures to
         which such Indenture relates (incorporated by reference to Exhibit 4
         (a) to the Registrant's Current Report on Form 8-K dated November 7,
         1985).

4.2      Amendment to Indenture dated as of March 14, 1991 (incorporated by
         reference to Exhibit (b) (2) to Registrant's Annual Report on Form 10-K
         for the year ended December 31, 1990).

4.3      Indenture dated as of March 15, 1991 (the "Class B Note Indenture")
         among the Registrant, NICO, the guarantors signatory thereto, and
         Continental Stock Transfer and Trust the Registrant, as Trustee, to
         which the 8% Class B Senior Secured Redeemable Notes due March 15, 1999
         of NICO were issued together with the form of such Notes (incorporated
         by reference to Exhibit 4 (i) to the Registrant's Annual Report on Form
         10-K for the year ended December 31, 1990).

4.4      First Supplemental Indenture dated as of May 5, 1993 between NICO and
         Continental Stock Transfer & Trust the Registrant, as trustee under the
         Class B Note Indenture (incorporated by reference to Exhibit 4 (h) to
         the Registrant's Annual Report on Form 10-K for the year ended
         December 31, 1993).

4.5      Form of indenture between the Registrant, NICO and Shawmut Bank, N.A.,
         as Trustee, including therein the form of Senior Subordinated Note due
         April 15, 1998 (incorporated by reference to Exhibit 4 (b) to Amendment
         No. 2 to the Registrant's Registration Statement on Form S-2 dated May
         13, 1988).

                                       13.
<PAGE>


11.0 Statement re: computation of per share earnings (incorporated herein by
     reference to the notes to consolidated financial statements).

27.0 Financial Data Schedule



                                       14.
<PAGE>


                                   SIGNATURES






Pursuant to the requirements 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 GROUP, INC.




                                               By:  /s/ Dennis A. Sokol
                                                    --------------------------
                                                        Dennis A. Sokol
                                                        Chief Executive Officer
                                                        and President



Dated:  August 5, 1999
















                                                        15.