SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

       For Quarter Ended September 30, 1997...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 Blvd., Stamford, CT                           06901         
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

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

                             The Lehigh Group, Inc.
--------------------------------------------------------------------------------
               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 October 30, 1997
--------------------------------                 -------------------------------
Common Stock, par value                                  22,553,500 shares
   $.001 per share


<PAGE>
                            FIRST MEDICAL GROUP, INC.

                                      INDEX

Part I.         FINANCIAL INFORMATION

  Item 1.       Financial Statements
                Consolidated Statements of Operations -
                Three Months Ended September 30, 1997 and 1996
                and Nine Months Ended September 30, 1997 and 1996            1

                Consolidated Balance Sheets -

                September 30, 1997 and December 31, 1996                     2

                Consolidated Statements of Changes in
                Shareholders' Equity - Nine Months

                Ended September 30, 1997 and 1996                            3

                Consolidated Statements of Cash Flows-

                Nine Months Ended September 30, 1997 and 1996                4

                Notes to Consolidated Financial Statements                   5

  Item 2.       Management's Discussion and Analysis of

                Financial Condition and Results of Operations               6-8

Part II.        OTHER INFORMATION

  Item 1.       Legal Proceeding                                             9
  Item 3.       Defaults upon Senior Securities                              9
  Item 5.       Other Information                                            9
  Item 6.       Exhibits and Reports on Form 8-K                             9



<PAGE>
PART 1 - FINANCIAL INFORMATION
FIRST MEDICAL GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands,  except per share data)
<TABLE>


                                                     THREE MONTHS ENDED        NINE MONTHS ENDED
                                                        SEPTEMBER 30,            SEPTEMBER 30,
                                               -------------------------- ------------------------
                                                  1997           1996           1997        1996
                                               ------------  ------------ ----------- ------------
<S>                                              <C>           <C>          <C>          <C>     
Revenue:

  Capitated revenue - Humana                     $  12,881     $  12,519    $ 39,768     $ 33,694
  Fee for service                                    2,304         1,964       6,727        5,176
  Other revenue                                      4,041           155       5,514          665
                                               ------------  ------------ ----------- ------------
      Total revenue                                 19,226        14,638      52,009       39,535
Medical expenses                                    13,330        11,523      43,843       32,335
Cost of sales                                        2,643             -       2,643            -
                                               ------------  ------------ ----------- ------------
     Gross profit                                    3,253         3,115       5,523        7,200
                                               ------------  ------------ ----------- ------------
Operating Expenses:
  Salaries and related benefits                      1,208         1,641       2,540        2,625
  General and administrative                         1,565         1,048       4,355        2,999
  Depreciation and amortization                        285           157         610          404
                                               ------------  ------------ ----------- ------------
      Total operating expenses                       3,058         2,846       7,504        6,028
Income before interest, taxes and other                195           269      (1,981)       1,172
Other expense:
    Interest expense, net                            (193)          (14)        (288)         (37)
                                               ------------  ------------ ----------- ------------
                                                     (193)          (14)        (288)         (37)
                                               ------------  ------------ ----------- ------------
Income (loss) before taxes                               2           255      (2,269)       1,135
Provision for income taxes                               -           102           -          454
                                               ============  ============ =========== ============
      Net income (loss)                          $       2     $     153    $ (2,269)    $    681
                                               ============  ============ =========== ============
Earnings (loss) per share
  Primary                                        $    0.00                  $ (0.16)  
                                               ============               =========== 
  Fully diluted                                  $    0.00                  $ (0.01)  
                                               ============               =========== 

Weighted average number of common shares
    and share equivalents outstanding

  Primary                                           21,562                    14,590
                                               ============               ===========
  Fully diluted                                    281,919                   258,126
                                               ============               ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       1
<PAGE>

FIRST MEDICAL GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands)

<TABLE>
<CAPTION>
                                                                                  September 30,          December 31,
                               ASSETS                                                  1997                 1996
                               ------                                             -------------          ------------

<S>                                                                                 <C>                 <C>     
Current assets:
  Cash and cash equivalents                                                         $  2,827            $     63
  Humana IBNR receivable and claims reserve fund                                       7,876               7,308
  Other receivable, net of allowance for doubtful accounts                             6,906                 537
    of $686 and $50
  Due from related parties                                                               975                 462
  Inventories                                                                          1,846                --
  Prepaid expenses and other current assets                                              258                 179
                                                                                    --------            --------
     Total current assets                                                             20,688               8,549
Property and equipment, net                                                              656                 400
Intangible assets, net                                                                 7,275               2,864
Other assets                                                                             718                 638
                                                                                    --------            --------
                                                                                    $ 29,337            $ 12,452
                                                                                    ========            ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                                  $  3,739            $  1,699
  Accrued expenses                                                                     2,349                 338
  Accrued medical claims, including incurred but not reported                          6,950               6,071
  Corporate deposits                                                                     635                 806
  Loans payable to Humana                                                                168                  98
  Loans payable to banks                                                               3,830                 750
  Obligations to certain shareholders                                                    506                 422
  Deferred income taxes, net                                                             113                 300
  Income taxes payable                                                                   275                 113
                                                                                    --------            --------
     Total current liabilities                                                        18,564              10,596
  Loans payable to Humana, net of current maturities                                     412                 277
  Loans payable to banks, net of current maturities                                    4,227                --
  Obligations to certain shareholders, net of current maturities                         254                 746
                                                                                    --------            --------
     Total liabilities                                                                23,458              11,620
Shareholders' Equity:
  Capital stock, par value $.001;authorized shares 100,000,000                            23                   0
  shares issued 22,553,500 in 1997
  Additional paid in capital                                                           7,801                 380
  Retained Earnings                                                                   (1,945)                452
                                                                                    --------            --------
     Total shareholders' equity                                                        5,879                 832
                                                                                    --------            --------
Commitments and contingencies
                                                                                    --------            --------
     TOTAL                                                                          $ 29,337            $ 12,452
                                                                                    ========            ========
</TABLE>
See accompanying notes to consolidated financial statements.

                                       2

<PAGE>
FIRST MEDICAL GROUP, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
(in thousands)

<TABLE>
<CAPTION>
                                                                                Additional       Retained           Total
                                                              COMMON              Paid-in        Earnings       Stockholders'
                                                               STOCK              capital        (Deficit)          Equity
                                                            ----------        -------------    -------------    ---------------

<S>                                                            <C>               <C>              <C>               <C>    
Balance January 1, 1996                                        $     2           $     1          $   225           $   227

FMC corporate reorganization                                        (1)                2             --                   1
Capital contribution to AMCD                                      --                 152             --                 152
Net income for nine months ended 9/30/96                          --                --                909               909
                                                               -------           -------          -------           -------

Balance September 30, 1996                                     $     1           $   155          $ 1,133           $ 1,289
                                                               =======           =======          =======           =======





Balance January 1, 1997                                        $     0           $   380          $   324           $   703

Issuance of stock to FMC shareholders                               23             2,256             --               2,279
Capital contribution to FMG                                       --               5,000             --               5,000
Capital contribution to AMCD                                      --                 165             --                 165
Net loss for nine months ended 9/30/96                            --                --             (2,269)           (2,269)
                                                               -------           -------          -------           -------

Balance September 30, 1997                                     $    23           $ 7,801          $(1,945)          $ 5,879
                                                               =======           =======          =======           =======
</TABLE>



See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

FIRST MEDICAL GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(Unaudited)
(in thousands)

<TABLE>
<CAPTION>
                                                                                       1997                  1996
                                                                                   ------------          ------------
<S>                                                                                  <C>                 <C>    
Cash flow from operating activities:

  Net income                                                                         $(2,269)            $   681
  Adjustments to reconcile net income to net cash used in
    operating activities:
      Depreciation and amortization                                                      610                 404
      Minority interest in net loss of consolidated subsidiaries                        (218)               (175)
      (Increase)  decrease in assets, net of acquisitions:
        Humana IBNR receivable and claims reserve fund                                  (568)                570
        Other receivables                                                             (1,473)               (982)
        Due from related parties, net                                                   (648)               (826)
        Inventories                                                                     (201)               --
        Prepaid expenses and other current assets                                         12                  27
        Other assets                                                                  (1,512)               (152)
      Increase  (decrease) in assets, net of acquisitions:
        Accounts payable and other accrued expenses                                      212                 385
        Accrued medical claims, including IBNR                                           879                (578)
        Corporate deposits                                                              (172)                (64)
        Taxes payable                                                                    (25)               --
                                                                                     -------             -------
          Net cash used in operating activities                                       (5,370)               (710)
                                                                                     -------             -------

Cash flows used in investing activities:
  Capital expenditures                                                                  (304)               (198)
  Organizational costs                                                                  --                  (287)
  Acquisition of additional ownership interests in BMC, SPI                             --                   121
    Broward, and Midwest, net of cash acquired
  Proceeds from sale of investment                                                      --                   300
  Acquisition of Lehigh, net of cash acquired                                            463                --
                                                                                     -------             -------
          Net cash used in investing activities                                          159                 (64)
                                                                                     -------             -------

Cash flow provided from financing activities:
  Proceeds from loan payable Humana                                                      254                 375
  Proceeds from loans payable to banks                                                 8,689                 200
  Repayment of loan payable Humana                                                       (49)               --
  Repayments of loans payable to banks                                                (5,200)                (40)
  Proceeds from payable to stockholders                                                  132                 200
  Payment of obligations to stockholders                                                (362)               (266)
  Contribution to capital of FMG                                                       4,512                --
  Contribution to capital of AMCD                                                       --                   152
                                                                                     -------             -------
          Net cash provided by financing activities                                    7,975                 621
                                                                                     -------             -------
Decrease in cash and cash equivalents                                                  2,764                (153)
Cash and cash equivalents, beginning of the year                                          63                 199
                                                                                     -------             -------
Cash and cash equivalents, end of period                                             $ 2,827             $    46
                                                                                     =======             =======
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4


<PAGE>

                            FIRST MEDICAL GROUP, INC.
                   Notes to Consolidated Financial Statements

1.  Basis of Presentation

     The  financial  information  for the three  months  and nine  months  ended
September 30, 1997 and 1996 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 the Company's December 31, 1996 Report on Form 10-K.

     The results of  operations  for the nine month period ended  September  30,
1997 are not  necessarily  indicative of the results to be expected for the full
year.

     Loss per common  share is  calculated  by dividing net loss by the weighted
average number of common shares and share  equivalents  outstanding  during each
period.  For the  periods  presented,  there  were no common  stock  equivalents
included  in the  calculation,  since they would be  anti-dilutive.  Earning per
share is not presented for 1996 because such presentation would be meaningless.

2.   Supplementary Schedule

                                                  1997                   1996
--------------------------------------------------------------------------------
                                                        (in thousands)

Statement of cash flows
Nine months ended September 30,

Cash paid during the Nine months for:

Interest                                        $   411              $   230
Income taxes                                         26                   11


                                       5
<PAGE>

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

RESULTS OF OPERATIONS
THIRD QUARTER OF 1997 IN COMPARISON
WITH THIRD QUARTER OF 1996

          REVENUE.  Total revenue of First Medical Group,  Inc.  ("FMG") for the
three  months  ended  September  30, 1997 and 1996 were $19.2  million and $14.6
million,  respectively,  of which 67% and 86%,  respectively,  was derived  from
prepaid  contractual  agreements with Humana pursuant to which Humana pays FMG a
capitated fee ("HMO revenue"). During the three months ended September 30, 1997,
$13.1 million or 68% of FMG's  revenue were derived from the physician  practice
management  division,  $2.3  million or 12% was derived  from the  international
medical clinics division and $3.8 million or 20% was derived from the electrical
supply  division  (as a result of the  merger in July,  1997).  During the three
months ended  September 30, 1996,  revenue  derived from the physician  practice
management  division was $12.9 million, or 88% of FMG's revenue and $1.7 million
or 12% was derived from the  international  medical  clinics  division.  The HMO
revenue  growth  was  primarily  a  result  of new  provider  agreements,  as of
September,  1996,  to  manage a center  in New Port  Richey,  Florida  and as of
October,  1996,  to manage  additional  centers in Lutz,  Florida and South Dale
Mabry,  Florida.  Revenue related to these centers represent an increase of $3.6
million and the revenue related to the other centers  decreased by $3.4 million,
due to a decrease in membership in the South Florida market.

         MEDICAL EXPENSE/COST OF SALES. Medical expenses increased $1.8 million,
or 16%, to $13.3  million for the three  months  ended  September  30, 1997 from
$11.5  million  for the same period in 1996.  Medical  expenses  increased  $3.8
million from medical services provided under the New Port Richey, Lutz and South
Dale Mabry  agreements.  Medical expenses related to the other centers decreased
by $2.0 million due to decreased membership. Medical expenses as a percentage of
HMO and fee for service  revenue  ("medical  loss  ratio") were 87.8% and 79.6%,
respectively,  for the three months ended  September 30, 1997 and 1996.  Cost of
sales for the electrical supply business was 67.15%.

         OPERATING EXPENSES. Operating expenses increased by $.2 million, or 7%,
to $3.1 million, for the three months ended September 30, 1997 from $2.8 million
for the same period in 1996.  The increase was primarily  due to the  electrical
supply  division  of $1.2  million  offset by lower  operating  expenses  in the
medical  centers . As a percent of  revenue,  operating  expenses  were 15.9% as
compared to 19.4% for the same period in 1996.

         NET INCOME.  Net income for the three months ended  September  30, 1997
was $2,000 compared to net income of $150,000 for the same period in 1996.

                                       6
<PAGE>

RESULTS OF OPERATIONS
FIRST NINE MONTH OF 1997 IN COMPARISON
WITH NINE MONTH HALF OF 1996

          REVENUE.  Total revenue of FMG for the nine months ended September 30,
1997 and 1996 were $52.0 million and $39.5 million,  respectively,  of which 76%
and 85%,  respectively,  was derived from prepaid  contractual  agreements  with
Humana pursuant to which Humana pays FMG a capitated fee ("HMO revenue"). During
the nine months ended September 30, 1997,  $41.5 million or 80% of FMG's revenue
were derived from the physician practice  management  division,  $6.8 million or
13% was derived from the  international  medical  clinics  divisional,  and $3.8
million or 7% was derived from the  electrical  supply  division (as a result of
the merger in July  1997).  During the nine months  ended  September  30,  1996,
revenue  derived  from the  physician  practice  management  division  was $34.6
million,  or 88% of FMG's  revenue and $4.9  million or 12% was derived from the
international  medical clinics division.  The HMO revenue growth was primarily a
result of new provider  agreements,  as of September 1996, to manage a center in
New Port Richey,  Florida and as of October,  1996, to manage additional centers
in Lutz, Florida and South dale Mabry, Florida. Revenue related to these centers
represent  an  increase of $11.8  million  and the revenue  related to the other
centers decreased by $4.9 million,  due to a decrease in membership in the South
Florida market.

         MEDICAL   EXPENSE/COST  OF  SALES.  Medical  expenses  increased  $11.5
million, or 35.6%, to $43.8 million for the nine months ended September 30, 1997
from $32.3  million  for the same  period in 1996.  The entire  increase  ($11.5
million or 100%)  resulted  from medical  services  provided  under the New Port
Richey,  Lutz and South Dale Mabry agreements.  Medical expenses as a percentage
of HMO and fee for service revenue ("medical loss ratios") were 94.3% and 83.2%,
respectively,  for the nine  months  ended  September  30,  1997 and  1996.  The
increase in medical expenses was due to changes in the program benefits provided
by Humana.  FMG has  recently  implemented  controls to monitor  expenses in the
future. Cost of sales for the electrical supply business was 67.1%.

         OPERATING  EXPENSES.  Operating expenses increased by $1.5 million,  or
24%, to $7.5  million,  for the nine months ended  September  30, 1997 from $6.0
million for the same  period in 1996.  The  increase  was  primarily  due to the
electrical  supply division for $1.2 million and the remaining  increase was due
to the additional  three centers.  As a percent of revenue,  operating  expenses
were 14.4% as compared to 15.3% for the same period in 1996.

         NET INCOME.  Net loss for the nine months ended  September 30, 1997 was
$2.3 million compared to net income of $.7 million for the same period in 1996.


                                       7
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES


         At September 30, 1997, FMG had cash of $2.8 million compared to $63,014
at  December  31,  1996.   The  increase  in  cash  was  due  to  FMG  receiving
approximately $4,500,000 as a result of the merger.

         FMG believes that cash from  operations and  borrowings  under existing
credit   facilities  will  be  sufficient  to  satisfy  its  contemplated   cash
requirements for at least the next twelve months.

         To  date,  FMG's  principal  uses of cash  have  been  to  support  its
operating activities and to fund acquisitions. FMG has met its cash requirements
in recent years  primarily from its operating  activities,  advances from Humana
and bank borrowings.

         FMG also  maintains a secured  line of credit with a domestic  bank for
$0.4 million bearing  interest at prime.  The $0.4 million drawn under this line
of credit at  September  30,  1997 has been used by FMG in  connection  with the
satisfaction  of  development  costs  relating  to  FMG's  Midwest   operations.
Amortization  of $5,000  per month will  commence  as to the first  $200,000  in
November, 1997 and as to the remaining $200,000, in May, 1997.

         FMG believes that funds generated from operations,  availability  under
its credit  facilities,  and lease  financing  will be sufficient to finance its
current and  anticipated  operations and planned  capital  expenditures at least
through 1997.  FMG's long term capital  requirements  beyond 1997 will depend on
many factors,  including,  but not limited to, the rate at which FMG expands its
business.  To the extent that the funds  generated  from the  sources  described
above are  insufficient to fund FMG's  activities in the short or long term, FMG
would need to raise  additional  funds through public or private  financing.  No
assurance can be given that  additional  financing will be available or that, if
available, it will be available on terms favorable to FMG.

         As of  September  30,  1997,  FMG also has a credit  facility  for $2.5
million bearing  interest at1/2% above prime, of which $500,000 is guaranteed by
certain  current and former  officers of FMG.  FMG also  borrowed an  additional
$537,000 to  purchase  Lehigh  stock in  connection  with the merger.  This loan
matured September 20, 1997 and FMG is currently negotiating for an extension.

         FMG, is in default in the payment of interest  (approximately  $744,000
interest  was past due as of  September  30,  1997)  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).

                                       8
<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 condition.

Item 3. Defaults Upon Senior Securities

The Company continues to be in default in the payment of interest (approximately
$744,000  interest is past due as of September  30, 1997) on $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 July 24, 1997,  Lehigh  Management  Corp.,  a
subsidiary of the Company,  was merged with and into First  Medical  Corporation
("FMC") and each outstanding  share of common stock of FMC was exchanged for (i)
1,127.675  shares of Lehigh's  Common Stock,  par value $.001 per share ("Lehigh
Common  Stock"),  and (ii)  103.7461  shares of  Lehigh's  Series A  Convertible
Preferred Stock, par value $.001 per share (the "Lehigh Preferred Stock"),  each
of which is  convertible  into 250 shares of Lehigh  Common Stock and has a like
number of votes per share, voting together with the Lehigh Common Stock.

Item 6. Exhibits and Reports on Form 8-K

A Form 8-K was filed on July 24, 1997 (see item 5).

                                       9
<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/ Salvatore J. Zizza
                                               -------------------------
                                               Salvatore J. Zizza
                                               Executive Vice President
                                               and Chief Financial Officer

Dated:  November 13, 1997