<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

 /X/   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001

 / /   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

              For the transition period from ________ to _________

                         Commission file number: 0-11772

                             UNITED DIAGNOSTIC, INC.
                (Name of small business issuer as in its charter)

               DELAWARE                                    25-1411971
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                    Identification No.)

                823 MAIN STREET, HOPE VALLEY, RHODE ISLAND 02832
                    (Address of principal executive offices)

                                 (401) 539-0180
                (Issuer's Telephone Number, Including Area Code)

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

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

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (Title of Class)

             Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes  / /     No  /X/

             Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. / /

The issuer's revenues for the fiscal year ended December 31, 2001, were $0

             On January 27, 2003, the aggregate market value of the voting stock
of United Diagnostic, Inc. held by nonaffiliates of the registrant was
approximately $682. The Company's common stock is reported in the "pink sheets"
maintained by the National Quotation Bureau, LLC. The Company does not believe
that its common stock is the subject of an active market. On January 27, 2003,
the high bid and low ask prices of such stock as reported in the "pink sheets"
were $.0010 and $.0010, respectively. For purposes of calculating the market
value of the Company's common stock, the Company has utilized $.0010, the
closing sale price for the common stock as reported by the "pink sheets" on
January 27, 2003, the last date on which an actual transaction was reported.

             The registrant had 682,622 shares of common stock, $.01 par value
per share, outstanding at February 4, 2003.

                   Documents Incorporated by Reference: None.


<PAGE>


                             UNITED DIAGNOSTIC, INC.
                          ANNUAL REPORT ON FORM 10-KSB

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        ----
<S>                <C>                                                                                  <C>
PART I...................................................................................................  1
         ITEM 1.    DESCRIPTION OF BUSINESS..............................................................  1
         ITEM 2.    DESCRIPTION OF PROPERTIES............................................................  7
         ITEM 3.    LEGAL PROCEEDINGS....................................................................  7
         ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................................  7

PART II..................................................................................................  8
         ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.............  8
         ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  9
         ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.......................................... 12
         ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 12

PART III................................................................................................. 13
         ITEM 9.    DIRECTORS & EXECUTIVE OFFICERS OF THE REGISTRANT..................................... 13
         ITEM 10.   EXECUTIVE COMPENSATION............................................................... 14
         ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....................... 19
         ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................................... 20
         ITEM 13.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K...................... 22
         ITEM 14.   CONTROLS AND PROCEDURES.............................................................. 22
SIGNATURES............................................................................................... 23
EXHIBIT INDEX............................................................................................ 24
CERTIFICATIONS........................................................................................... 30
</TABLE>



<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

ORGANIZATION

         United Diagnostic, Inc. (hereinafter referred to as "United" or the
"Company"), was originally organized under the laws of the State of Delaware in
September 1981 under the name "Applied DNA Systems, Inc." On November 16, 1994,
the Company changed its name to "Nu-Tech Bio-Med, Inc." Effective December 23,
1998, the Company changed its name to its present name. One of the Company's
wholly-owned subsidiaries, Analytical Biosystems Corp. ("ABC") (inactive since
November 3, 1997), was organized under the laws of the State of Delaware in
August, 1985. On October 21, 1996, the Company acquired substantially all of the
medical billing service assets of Prompt Medical Billing, Inc. through the
Company's wholly-owned subsidiary, NTBM Billing Services Inc. (inactive since
April, 1998), organized under the laws of the State of Delaware on September 10,
1996. Physicians Clinical Laboratory, Inc. ("PCL"), originally a 52.6%-owned
subsidiary of the Company (as of October 3, 1997) and a 49.9%-owned subsidiary
(as of June 16, 1998, and inactive since May 10, 1999, when substantially all of
the assets of PCL were sold), was organized under the laws of the State of
Delaware in April, 1992. Medical Science Institute, Inc. ("MSI"), organized
under the laws of the State of California on January 9, 1985, was a wholly owned
subsidiary of United from November 18, 1996, until February 26, 1997, when
United sold its equity interests in MSI to PCL. On October 15, 2001, the Company
closed its office in Wakefield, Rhode Island, and discontinued reporting
activities until January 2003. In January 2003, the Company filed its Form
10-QSB for the quarter ending September 30, 2001, this Form 10-KSB for the year
ending December 31, 2001, its Form 10-QSB for the quarter ending March 31, 2002,
its Form 10-QSB for the quarter ending June 30, 2002, and its Form 10-QSB for
the quarter ending September 30, 2002.

CERTAIN BUSINESS, OPERATIONAL AND BACKGROUND INFORMATION

         From 1990 until 1997, the Company operated, through its ABC subsidiary,
principally as a specialized clinical oncology laboratory service and research
company. Its principal business was the development, marketing and performance
of an in vitro chemosensitivity assay known as the Fluorescent Cytoprint Assay
("FCA"). During that period, however, revenues attributable to sales of the FCA
did not reach a material level. The inability of the Company to increase sales
of the FCA was, in the opinion of management, principally attributable to the
refusal of most insurance carriers to reimburse patients and hospitals for
performance of the FCA by the Company. In large part as a consequence of the
Company's lack of success in marketing the FCA, the Company experienced
significant losses during this period. Ultimately, in the fall of 1997, the
Company suspended marketing the FCA, and closed its laboratory facilities, which
were then located in Rhode Island. Shortly prior to the closing of its
laboratory facility, the Company changed its focus from operating a clinical
laboratory marketing chemosensitivity assay services to maintaining a presence
as a full service licensed clinical laboratory through its ownership of a
majority interest in PCL and, indirectly, a majority interest in MSI. As
discussed below, the Company does not currently have active business operations
by reason of the sale by PCL of substantially all their assets.

         ACQUISITION OF MAJORITY INTEREST IN PCL AND PCL'S CHAPTER 11 BANKRUPTCY
         PROCEEDING

         In connection with its efforts to expand its operations through
acquisitions, during 1996 the Company commenced negotiations with the management
of PCL, and certain of its institutional


                                       1

<PAGE>


debtholders concerning the possible acquisition by the Company of a controlling
interest in PCL. Pursuant to the agreement reached with the Debtors (as defined
below), the Company and the holders of approximately $80 million of PCL's senior
secured debt ("PCL Senior Debt") and approximately $40 million of PCL's
subordinated debt (collectively, the "Proponents"), the Company purchased
approximately $13.3 million of PCL Senior Debt for $10 million on November 7,
1996, in advance of the commencement of the bankruptcy proceeding by PCL. On
November 8, 1996 (the "Petition Date"), PCL and its subsidiaries, Quantum
Clinical Laboratories, Inc., Regional Reference Laboratory Governing
Corporation, Diagnostic Laboratories, Inc., and California Regional Reference
Laboratory (collectively with PCL, the "Debtors"), commenced their respective
reorganization cases by filing voluntary petitions for relief under Chapter 11.
On December 2, 1996, the Proponents submitted a plan of reorganization under
Chapter 11 (as modified and amended, the "Plan"), which became effective on
October 3, 1997 (the "Effective Date"). In accordance with the Plan, the PCL
Senior Debt purchased by the Company was exchanged for 35.6% of the common stock
of PCL as of the Effective Date. Also in accordance with the Plan, the Company
acquired an additional 17.0% of the common stock of PCL as of the Effective Date
in exchange for cancellation of the MSI Acquisition Note (see "Acquisition of
MSI"). As a result, the Company acquired, in the aggregate, 52.6% of the
outstanding common stock of PCL on the Effective Date.

         DESCRIPTION OF THE SALE OF THE SHARES OF THE COMMON STOCK OF PCL BY
         THE COMPANY TO OAKTREE

         On June 16, 1998, the Company sold 67,500 shares of common stock of PCL
to Oaktree Capital Management LLC ("Oaktree"). Following the reorganization of
PCL under Chapter 11, the Company owned approximately 52.6% of the issued and
outstanding capital stock of PCL. In June 1998, PCL's business required $4
million for working capital purposes. The Company, however, did not have
sufficient monies available to independently lend or participate in a new
lending to PCL. Oaktree, the holder of approximately 44% of the issued and
outstanding capital stock of PCL and approximately 96% of the outstanding
principal amount of PCL's $55 million Senior Secured Notes Due 2004, agreed to
loan PCL the additional working capital. As consideration for the loan, Oaktree
required and received certain promissory notes from PCL in the aggregate
principal amount of $4 million, the right to purchase the 67,500 shares of
common stock of PCL, par value $0.01 per share (the "PCL Common Stock") from the
Company (representing approximately 2.7% of the issued and outstanding capital
stock of PCL), and the right to elect a majority of PCL's Board of Directors. As
a result of this sale Oaktree and the Company now own approximately 46.8% and
49.9%, respectively, of the issued and outstanding capital stock of PCL, which
currently is a company with no business, operations or assets. In connection
with the sale of the 67,500 shares of PCL Common Stock, the Company and Oaktree
entered into a stock purchase agreement dated as of June 12, 1998, and the
Company, PCL, Oaktree and J. Marvin Feigenbaum (the "Stockholders") entered into
an Amended and Restated Stockholders Agreement which amended and restated an
Initial Stockholders Agreement by and among the Stockholders dated September 30,
1997. The Amended and Restated Stockholders Agreement was further amended on
October 29, 1998, in connection with the issuance by PCL of an additional
promissory note to Oaktree in the principal amount of $2 million, upon the same
terms and conditions as those notes issued by PCL in June, 1998.


                                       2

<PAGE>


          SALE BY PCL OF SUBSTANTIALLY ALL OF ITS ASSETS TO UNILAB

         On May 10, 1999, PCL disposed of substantially all of its assets to
Unilab Corporation ("Unilab") in exchange for a combination of cash, a
convertible promissory note of Unilab and Unilab common stock. The sale
consideration was valued in the aggregate at approximately $40 million. The
proceeds of sale were principally used by PCL to satisfy a portion of PCL's
secured indebtedness, which aggregated approximately $70 million at the time of
sale. PCL was in default under all of this indebtedness at the time of the sale.

         No proceeds of the sale of PCL assets were available for distribution
to the PCL shareholders. However, in connection with the sale, the Company
received a payment of $3,250,000 in cash from certain holders of PCL's secured
indebtedness.

         Investment in Solutions for DME, Inc.

         The Company, in May 2000, made a $200,000 investment for a 7.5% common
stock interest in Solutions for DME, Inc. ("SDME"), a newly formed company,
controlled by Mr. J. Marvin Feigenbaum (Chairman, President, Chief Executive
Officer, Chief Financial Officer and stockholder of the Company). Such
investment was pursuant to an affirmative vote (with Mr. Feigenbaum abstaining)
by the Board of Directors at a meeting held April 17, 2000.

         SDME has suspended its efforts to implement its proposed and intended
business for the foreseeable future in light of prevailing market conditions.
The entire $200,000 investment was recognized as a loss during the year ended
December 31, 2000.

         CERTAIN COMPANY CORPORATE MATTERS - INCREASE OF AUTHORIZED CAPITAL,
         DELISTING FROM THE NASDAQ SMALLCAP MARKET, REVERSE STOCK SPLIT AND
         SPECIAL MEETING OF SHAREHOLDERS

         As a result of the decline in the market price of the Common Stock
following the closing of the private placement in November and December, 1996,
the number of shares of Common Stock issuable upon conversion of Series A
Preferred Stock was far in excess of the number that would have been required to
be issued based on the market price of the Common Stock at the time of the
consummation of the private placement, and was in excess of the amount of
authorized and unissued shares of Common Stock under the Company's charter. As
of October 15, 1997, a majority of the Company's stockholders as of August 8,
1997 approved an amendment to the Company's Amended and Restated Certificate of
Incorporation to increase the total number of shares of all classes of capital
stock which the Company may issue to fifty-two million shares; such increase
having been effected by increasing the number of shares of Common Stock from
twelve million shares to fifty million shares and by increasing the number of
shares of preferred stock from one million shares to two million shares. This
proposal was made via a consent solicitation proxy statement on behalf of the
Company's Board of Directors. The amendment was declared effective by the
Secretary of the State of Delaware on October 21, 1997. By reason of such
amendment, the Company was able to legally issue shares of its Common Stock from
time to time as future conversions of Preferred Stock occurred.

         As of December 19, 1997, the Company had 47,783,554 pre-reverse split
shares of its Common Stock issued and outstanding (including 45,099,336
pre-reverse split shares of Common Stock previously issued upon conversion of
11,174 shares of Preferred Stock). Consequently, the Company did not have a


                                       3
<PAGE>


sufficient number of unreserved shares of Common Stock to accommodate any
additional conversions of the Preferred Stock and suspended the acceptance of
future conversions.

         By letter dated April 17, 1998, from The Nasdaq Stock Market, the
Company was advised that Nasdaq had commenced proceedings to delist the
Company's Common Stock from inclusion in the Nasdaq SmallCap Market ("NSCM") by
reason of the inability of the Company to file its Annual Report on Form 10-KSB
for the year ended December 31, 1997. The inability of the Company to file its
Annual Report on Form 10-KSB was occasioned because the audit of the Company's
financial statements for the year ended December 31, 1997, was delayed by reason
of a pending change in the Company's independent auditors. The Company requested
a hearing with respect to the delisting proceedings. On June 1, 1998, the
Company was notified by The Nasdaq Stock Market that the Company's Common Stock
would be delisted from the NSCM, effective as of the close of business on June
1, 1998. The notification resulted from a determination by a Nasdaq Listing
Qualifications Panel, following a hearing held on May 14, 1998, to reject the
Company's request for continued inclusion on the NSCM. The Company's Common
Stock was quoted on the NSCM through May 15, 1998. The Company believes that the
delisting of the Common Stock has had a depressive effect upon the market price
of the Common Stock and adversely affected the liquidity of the Common Stock
because, subsequent to May 15, 1998, the Common Stock has been quoted in the
"pink sheets" maintained by National Quotation Bureau, Inc., which is not an
established trading market.

         The Company's Series A Convertible Preferred Stock is convertible into
such number of shares of Common Stock as shall equal $1,000 divided by a
conversion rate equal to the lesser of (i) 75% of the average closing bid price
of the Common Stock for the 5 days immediately preceding the date of the
holder's notice of conversion or (ii) $1,225.00, subject to certain adjustments.
Since the conversion price of the Preferred Stock is related to The Nasdaq Stock
Market bid price for the Common Stock, a conversion price is indeterminable;
consequently, the Company has suspended the acceptance of future conversions.

         Pursuant to prior stockholder authorization, the Company filed a
Certificate of Amendment to its Certificate of Incorporation effective December
23, 1998, (i) effecting a 1-for-70 reverse stock split of its issued and
outstanding Common Stock, resulting in each 70 issued and outstanding shares of
the Common Stock being changed into one share, and (ii) changing the name of the
Company to United Diagnostic, Inc.

         The Company held a Special Meeting of Stockholders on September 25,
2001 (the "Special Meeting"). At the Special Meeting, holders of shares of
common stock and Series A Convertible Preferred Shares (the "Series A Preferred
Shares") were entitled to cast votes. Of the 682,622 shares of common stock
entitled to vote at the Special Meeting, 343,748 shares of common stock were
present in person or by proxy and entitled to vote. Such number of shares
represented approximately 50.36% of the Company's outstanding shares of common
stock. Of the 2,826 Series A Preferred Shares entitled to vote at the Special
Meeting, 1,878 Series A Preferred Shares were present in person or by proxy and
entitled to vote. Such number of shares represented approximately 66.45% of the
Company's outstanding Series A Preferred Shares.

         At the Special Meeting, the Company's stockholders were asked to
approve the following proposals:

    o    to amend the Company's Certificate of Incorporation to change the
         Amended Certificate of Designations, Preferences and Rights and Number
         of Shares of Series A Convertible Preferred


                                       4

<PAGE>


         Stock, which was filed on October 26, 1996 (the "Certificate of
         Designation"), to amend the conversion terms of the Series A Preferred
         Shares and to convert all 2,826 issued and outstanding Series A
         Preferred Shares into an aggregate of 4,281,818 shares of the Company's
         common stock at a conversion rate of $.66 per share (such proposal,
         "Proposal No. 1");

    o    to ratify a seven year stock option grant to J. Marvin Feigenbaum, the
         Company's Chairman, President, Chief Executive Officer and Chief
         Financial Officer, in the amount of 500,000 options, exercisable at
         $0.66 per share, of which options to purchase 250,000 would immediately
         vest with the balance vesting in equal proportions on July 31, 2002,
         and 2003 ("Proposal No. 2"); and to elect: (i) Robert B. Fagenson as a
         Class 1 Director to serve until the 2002 annual meeting of
         stockholders; (ii) David A. Sterling as a Class 2 Director to serve
         until the 2003 annual meeting of stockholders; and (iii) J. Marvin
         Feigenbaum as a Class 3 Director to serve until the 2004 annual meeting
         of stockholders ("Proposal No. 3").

         The affirmative vote of a separate majority of each of the outstanding
shares of common stock and Series A Preferred Shares was required to approve
Proposal No. 1. The affirmative vote by a majority of the outstanding shares of
common stock was required to approve Proposal No. 2. The affirmative vote of a
plurality of the outstanding shares of common stock entitled to vote for the
election of directors at the Special Meeting was required to elect directors
under Proposal No. 3.

         Following the Special Meeting, believing that it had obtained the
requisite vote from its stockholders to approve Proposal No. 1, the Company
filed a certificate of amendment with the State of Delaware which amended the
Company's Certificate of Incorporation by amending the conversion terms of and
converting all 2,826 outstanding Series A Preferred Shares into an aggregate of
4,281,818 shares of the Company's common stock.

         Subsequent to the filing of the certificate of amendment and during the
preparation of certain delinquent periodic reports to be filed with the
Securities and Exchange Commission, the Company determined that it had not, in
fact, obtained a sufficient number of votes from stockholders necessary to
approve Proposal No. 1. As a result, the Company is taking steps to correct the
certificate of amendment which was inadvertently filed. Consequently, as of
February 4, 2003, the Company considers the 2,826 Series A Preferred Shares that
were issued and outstanding prior to the Special Meeting to be outstanding,
entitling the holders of such shares to the rights, privileges and preferences
accorded such shares in the Certificate of Designation. As a result, as of
February 4, 2003, there were 682,622 shares of common stock outstanding,
excluding the shares of common stock issuable upon the conversion of the Series
A Preferred Shares.

         Proposal No. 2 was approved by the Company's stockholders as follows:


Shares        Shares Voting Against
Voting For    or Authority Withheld     Shares Abstaining     Broker Non-Votes
----------    ---------------------     -----------------     ----------------

149,134       7,971                     1,812                 184,831

         Although Proposal No. 2 was approved by the Company's stockholders, the
options granted to Mr. Feigenbaum were never issued, and on September 26, 2001,
Mr. Feigenbaum relinquished any and all rights to the options granted.


                                       5

<PAGE>


         Proposal No. 3 was approved by the Company's stockholders as follows:

<TABLE>
<CAPTION>
                                                    Shares
                                Shares              Voting Against                Shares              Broker
Nominee                         Voting For          or Authority Withheld         Abstaining          Non-Votes
-------                         ----------          ---------------------         ----------          ---------
<S>                            <C>                 <C>                           <C>                 <C>
Robert B. Fagenson              337,660             6,088                         N/A                 N/A
David A. Sterling               337,660             6,088                         N/A                 N/A
J. Marvin Feigenbaum            337,660             6,088                         N/A                 N/A
</TABLE>


SUBSEQUENT EVENTS

         On October 25, 2002, the Board of Directors of the Company approved the
conversion of certain debts owed by the Company to Mr. J. Marvin Feigenbaum and
David Sterling into shares of the Company's common stock. Mr. Feigenbaum and Mr.
Sterling constitute the Board of Directors of the Company, and Mr. Feigenbaum
also is the Company's Chairman, President, Chief Executive Officer and Chief
Financial Officer.

         In furtherance of the Board's action, the Company expects to convert an
aggregate of $63,185 of loan repayments and other obligations owed by the
Company, as of October 25, 2002, to Mr. J. Marvin Feigenbaum into 6,318,500
shares of the Company's common stock at an estimated fair value of $0.01 per
share, which is also par value for the Common Stock. Such shares of common stock
will be issued in full payment and satisfaction of the $63,185 owed by the
Company to Mr. Feigenbaum, which consists of: (i) a $15,000 demand loan made by
Mr. Feigenbaum to the Company on October 17, 2002, to assist the Company in
paying certain of its expenses; (ii) $28,185, representing accrued but unpaid
reimbursement of medical, life and other insurance premiums and other expenses
which the Company was obligated to pay on Mr. Feigenbaum's behalf under the
terms of his employment agreement with the Company, which expired in April 2002;
and (iii) $20,000 of an aggregate of $280,000, representing accrued but unpaid
salary owed to Mr. Feigenbaum under the terms of his employment agreement with
the Company. The remaining $260,000 of accrued salary owed by the Company to Mr.
Feigenbaum will remain an unpaid obligation of the Company.

         In addition, the Company expects to convert an aggregate of $17,000 of
loan repayments and other obligations owed by the Company to David Sterling into
1,700,000 shares of the Company's common stock at an estimated fair value of
$0.01 per share, which is also par value for the Common Stock. Such shares of
common stock will be issued in full payment and satisfaction of the $17,000 owed
by the Company to Mr. Sterling, which consists of: (i) a $5,000 demand loan made
by Mr. Sterling to the Company on August 22, 2002, to assist the Company in
paying certain of its expenses; and (ii) $12,000, representing accrued but
unpaid fees owed to Mr. Sterling relating to his service to the Company as a
member of the Board of Directors. As part of this transaction, upon the issuance
of the shares, Mr. Sterling will waive his right to receive any future fees for
his service to the Company as a director until such time as the Company
completes a private placement of securities in which the Company receives net
proceeds of not less than $2,000,000.







                                       6

<PAGE>


EMPLOYEES

         As of November 30, 2002, the Company had one at-will employee, its one
executive officer. The Company's employee is not represented by a labor union,
and the Company considers its relationship with its employee to be good.

ITEM 2.  DESCRIPTION OF PROPERTIES

         The Company's principal administrative office address is 823 Main
Street, Hope Valley, Rhode Island 02832. The Company believes that its present
facilities are adequate for its present needs.

ITEM 3.  LEGAL PROCEEDINGS

         During 2001, an action was instituted in the Superior Court of the
State of California, County of Los Angeles, Case No. BC 255622, by Richard M.
Brooks ("Brooks") against Oaktree Capital Management LLC ("Oaktree") and Nu-Tech
Bio-Med, Inc. (now known as United Diagnostic, Inc.). Brooks was the Chief
Financial Officer of Physicians Clinical Laboratory, Inc. ("PCL"). This action
arises out of the Company's acquisition of a majority interest in PCL, PCL's
Chapter 11 bankruptcy proceedings and subsequent sale of certain shares of the
common stock of PCL by the Company to Oaktree in prior years. The plaintiff
seeks to assert liability against the defendants for approximately $3.5 million
with respect to an administrative claim which Brooks claims to have had against
PCL and which he could not collect on because the proceeds of the May 1999 sale
of PCL's assets allegedly went to Oaktree and Nu-Tech Bio-Med, Inc. A Demurrer
was filed by the defendants, which was granted by the Court with leave to
replead and, upon plaintiff filing a First Amended Complaint, the Demurrer to
that complaint was also sustained. The plaintiff has taken an appeal from the
lower court's action and if the plaintiff were to be successful on such appeal,
the litigation could then proceed in the lower court. Due to the fact that the
Company had no assets or means available to it to retain or pay counsel, the
Company determined not to take any active role in the appeal, but rather rely on
the positions taken by Oaktree, its co-defendant. Oral argument has been
scheduled by the court for February 21, 2003. In the event, the court reverses
the decision, sustaining the Demurrer, the case will then proceed in the lower
court. The ultimate outcome of this litigation cannot be presently determined.

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

                  Not applicable.








                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]




                                       7

<PAGE>

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND
         RELATED STOCKHOLDER MATTERS

                               MARKET INFORMATION

         The Company believes that there is currently no established public
trading market for the Common Stock. From December 20, 1994 until May 15, 1998,
the Company's Common Stock was listed on the Nasdaq SmallCap Market. On June 1,
1998, The Nasdaq Stock Market advised the Company that it was delisting the
Common Stock from the SmallCap Market effective at the close of business on that
date. Nasdaq had commenced delisting proceedings in April 1998 following the
failure of the Company to file with the Commission and Nasdaq its Annual Report
on Form 10-KSB for the year ended December 31, 1997 (the "1997 Form 10-KSB"),
which was required to be filed by April 15, 1998. Nasdaq also cited as a reason
for delisting the fact that the bid price of the Common Stock had failed to
equal or exceed $1.00 since February 23, 1998, the date on which new Nasdaq
rules went into effect requiring, as a condition to continued listing of
securities on the SmallCap Market, that the minimum bid price of the security
equal or exceed $1.00. Subsequent to May 15, 1998, the last date that the Common
Stock was quoted on Nasdaq, the Common Stock was quoted on the "pink sheets"
maintained by the National Quotation Bureau, Inc. under the symbol "UNDI." The
Company believes if the Common Stock is currently being traded, it is being
traded on the "pink sheets."

         The following table sets forth the range of high and low reported bid
prices for the years ended December 31, 2001 and 2000. Quotations represent
prices between dealers and do not reflect retail markups, mark-downs or
commissions and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
                                                                         Bid Prices of Common Stock
                                                                    -------------------------------------
                                                                            Low                High
                                                                    ------------------  -----------------
   <S>                                                                  <C>                  <C>
  Year Ended December 31, 2001:
    First Quarter (1)...........................................         .11                   1.05
    Second Quarter (1)..........................................         .11                    .11
    Third Quarter (1)...........................................         .07                    .07
    Fourth Quarter (1)..........................................         .06                    .07
  Year Ended December 31, 2000:
    First Quarter (1)...........................................         .01                  10.00
    Second Quarter (1)..........................................         .0625                10.00
    Third Quarter (1)...........................................         .16                    .50
    Fourth Quarter (1)..........................................         .11                   1.25
</TABLE>

    ---------------------
    (1) As quoted on the "pink sheets" maintained by the National Quotation
        Bureau, Inc.

                                     HOLDERS

         The number of holders of record of the Company's Common Stock as of
February 4, 2003, was approximately 1,100.



                                       8

<PAGE>

                                    DIVIDENDS

         The Company has never paid a dividend, whether in cash or property, on
its shares of Common Stock, and has no present expectation of doing so in the
foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         Presently, the Company does not operate or have an equity investment in
a business which is a source of revenue from operations. No assurance can be
given that the Company will be able to identify attractive acquisition
opportunities, obtain financing for acquisitions on satisfactory terms or
successfully acquire, integrate, and operate identified acquisition targets. The
Company has sustained net losses of $586,885 and $989,437, respectively during
the years ended December 31, 2001, and 2000 and has expended virtually all cash
from operations. The amount of stockholders' capital deficiency and working
capital deficiency at December 31, 2001, was $385,341, respectively. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. Among other things, the Company continues to seek additional debt
and/or equity financing; however, there is no assurance that it will be
successful in that endeavor. With the exception of the fiscal year ended
December 31, 1999, since 1981, the Report of Independent Auditors on the
Company's financial statements contained an explanatory paragraph based upon
substantial doubt existing about the Company's ability to continue as a going
concern.

         The following discussion should be read in conjunction with the
financial statements of the Company and related notes included elsewhere in this
Report. All statements contained herein (other than historical facts) including,
but not limited to, statements regarding the Company's future development plans,
the Company's ability to generate cash from its operations and any losses
related thereto, are based upon current expectations. These statements are
forward looking in nature and involve a number of risks and uncertainties.
Actual results may differ materially from the anticipated results or other
expectations expressed in the Company's forward looking statements. Generally,
the words "anticipate", "believe", "estimate", "expects", and similar
expressions as they relate to the Company and/or its management, are intended to
identify forward looking statements. Among the factors that could cause actual
results to differ materially are the following: the inability of the Company to
obtain additional financing to meet its capital needs and general business and
economic conditions.

         The Company, in May 2000, made a $200,000 investment for a 7.5% common
stock interest in Solutions for DME, Inc. ("SDME"), a newly formed company,
controlled by Mr. J. Marvin Feigenbaum (Chairman and stockholder of the
Company). Such investment was pursuant to an affirmative vote (with Mr.
Feigenbaum abstaining) by the Board of Directors at a meeting held April 17,
2000.

         SDME has suspended its efforts to implement its proposed and intended
business for the foreseeable future in light of prevailing market conditions.
The entire $200,000 investment was recognized as a loss during the year ended
December 31, 2000.

Twelve months ended December 31, 2001, compared with twelve months ended
December 31, 2000

         Results of Operations

         The Company reported no operating revenues for the twelve months ended
December 31, 2001, and 2000 because it had no operating business.


                                       9

<PAGE>


         Total operating costs and expenses for the twelve months ended December
31, 2001, were $596,594 compared to $833,037 for the twelve months ended
December 31, 2000. The decrease of $236,443 is primarily due to a decrease in
general and administrative expenses.

         General and administrative expenses for the twelve months ended
December 31, 2001, were $595,206 compared to $830,662 for the twelve months
ended December 31, 2000. The decrease of $235,456 is primarily due to a
reduction in professional, travel, printing, franchise tax and insurance
expenses.

         Operating loss for the twelve months ended December 31, 2001, was
$596,594 compared to $833,037 for the twelve months ended December 31, 2000. The
decrease of $236,443 is primarily due to a decrease in general and
administrative expenses.

         Loss in investment for the twelve months ended December 31, 2000, was
$200,000. In May 2000, the Company made a $200,000 investment for a 7.5% common
stock interest in a newly formed company, controlled by Mr. J. Marvin Feigenbaum
(Chairman, President, Chief Executive Officer, Chief Financial Officer and
stockholder of the Company). For the twelve months ended December 31, 2000, the
Company recorded as a loss its entire investment in Solutions for DME, Inc. of
$200,000 (see Note above).

         Interest income for the twelve months ended December 31, 2001, was
$16,677 compared to $52,976 for the twelve months ended December 31, 2000. The
decrease of $36,299 is primarily due to the reduction of cash upon which
interest is earned.

         Interest expense for the twelve months ended December 31, 2001, was
$6,968 compared to $9,376 for the twelve months ended December 31, 2000.

         Net loss for the twelve months ended December 31, 2001, was $586,885 as
compared to $989,437 for the twelve months ended December 31, 2000. The decrease
of $402,552 in net loss is primarily due to decreases in general and
administrative expenses and the absence of an equity loss of $200,000 from the
Company's investment in Solutions for DME, Inc., reported in the twelve months
ended December 31, 2000.

         Net loss per share of Common Stock for the twelve months ended December
31, 2001, was $.86 compared to $1.45 for the twelve months ended December 31,
2000. The decrease is due to a reduction in net loss. Weighted average shares
were 682,622 for the twelve months ended December 31, 2001, and 2000.

Liquidity and Capital Resources

         The Company had $4,540 in cash and cash equivalents at December 31,
2001, as compared to $540,839 at December 31, 2000. The decrease of $536,299 is
primarily due to the use of funds to support operating activities.

         Total current assets were $12,177 at December 31, 2001, as compared to
$550,231 at December 31, 2000. The decrease of $538,054 is primarily due to a
decrease in cash and cash equivalents.


                                       10

<PAGE>


         Prepaid expenses and other current assets were $7,637 at December 31,
2001, as compared to $9,392 at December 31, 2000.

         The Company did not have furniture and equipment, net of accumulated
depreciation, at December 31, 2001, as compared to $2,710 at December 31, 2000.
Due to the closing of the Company's Wakefield, Rhode Island, office in October
2001, the Company disposed of its furniture and equipment.

         Total assets at December 31, 2001, were $12,177 as compared to $556,078
at December 31, 2000. The decrease of $543,901 is primarily due to a decrease in
cash and cash equivalents.

         Total current liabilities at December 31, 2001, were $397,518 as
compared to $354,534 at December 31, 2000. The increase of $42,984 is primarily
due to decreases in notes payable of approximately $10,000 and accrued expenses
of approximately $23,557, offset by increases in accounts payable of
approximately $70,026 and amounts due to officers of approximately $6,515.

         Amounts due to officers represent certain debts owed by the Company to
its officers and directors to be converted into shares of the Company's common
stock (see Issuance of Common Shares).

         Issuance of Common Shares

         On October 25, 2002, the Board of Directors of the Company approved the
conversion of certain debts owed by the Company to Mr. J. Marvin Feigenbaum and
David Sterling into shares of the Company's common stock. Mr. Feigenbaum and Mr.
Sterling constitute the Board of Directors of the Company, and Mr. Feigenbaum
also is the Company's President, Chief Executive Officer and Chief Financial
Officer.

         In furtherance of the Board's action, the Company expects to convert as
soon as practicable an aggregate of $63,185 of loan repayments and other
obligations owed by the Company, as of October 25, 2002, to Mr. J. Marvin
Feigenbaum into 6,318,500 shares of the Company's common stock at an estimated
fair value of $0.01 per share, which is also par value for the Common Stock.
Such shares of common stock will be issued in full payment and satisfaction of
the $63,185 owed by the Company to Mr. Feigenbaum, which consists of: (i) a
$15,000 demand loan made by Mr. Feigenbaum to the Company on October 17, 2002,
to assist the Company in paying certain of its expenses; (ii) $28,185,
representing accrued but unpaid reimbursement of medical, life and other
insurance premiums and other expenses which the Company was obligated to pay on
Mr. Feigenbaum's behalf under the terms of his employment agreement with the
Company, which expired in April 2002; and (iii) $20,000 of an aggregate of
$280,000, representing accrued but unpaid salary owed to Mr. Feigenbaum under
the terms of his employment agreement with the Company. The remaining $260,000
of accrued salary owed by the Company to Mr. Feigenbaum will remain an unpaid
obligation of the Company.

         In addition, the Company expects to convert as soon as practicable an
aggregate of $17,000 of loan repayments and other obligations owed by the
Company to David Sterling into 1,700,000 shares of the Company's common stock at
an estimated fair value of $0.01 per share, which is also par value for the
Common Stock. Such shares of common stock will be issued in full payment and
satisfaction of the $17,000 owed by the Company to Mr. Sterling, which consists
of: (i) a $5,000 demand loan made by Mr. Sterling to the Company on August 22,
2002, to assist the Company in paying certain of its expenses; and (ii) $12,000,
representing accrued but unpaid fees owed to Mr. Sterling relating to his
service to the Company as a member of the Board of Directors. As part of this
transaction, upon the issuance of the shares, Mr. Sterling will waive his right
to receive any future fees for his service to the Company as a


                                       11

<PAGE>


director until such time as the Company completes a private placement of
securities in which the Company receives net proceeds of not less than
$2,000,000.

         The Company does not at the present time have an equity investment in a
business which is a source of revenue from operations. No assurance can be given
that the Company will be able to identify attractive acquisition opportunities,
obtain financing for acquisitions on satisfactory terms or successfully acquire,
integrate, and operate identified acquisition targets. The Company has sustained
net losses of $586,885 and $989,437, respectively during the years ended
December 31, 2001, and 2000 and has expended virtually all cash from operations.
The amount of capital deficiency and working capital deficiency at December 31,
2001, was $385,341. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Among other things, the Company
continues to seek additional debt and/or equity financing; however, there is no
assurance that it will be successful in that endeavor.

         Pledge of Principal Assets to Secure Existing Loans from the State of
         Rhode Island

         In connection with a series of loans obtained during 1993 and 1994 by
the Company from the State of Rhode Island Economic Development Small Business
Loan Fund Corporation ("SBLFC") in the principal aggregate amount of $791,000,
the Company executed two patent security agreements granting the SBLFC a
security interest in ABC's patents to secure $541,000 of the $791,000 of SBLFC
loans (the principal balance of which, as of December 31, 2001, was
approximately $66,000). All of the SBLFC loans, including those which were
subject to the patent security interest, were further secured by a security
interest in the Company's accounts receivable, inventory and equipment. Each of
these loans were for a term of five years from its respective loan date, bearing
interest at the rate of 5.4% and, as to each loan, after the first year is
amortized monthly as to principal and interest. In June 1998, the terms of these
loans were modified to 9.5% interest with principal due on demand. The aggregate
amount of monthly interest payments is approximately $600 per month. The Company
is not in compliance with certain terms of these loans. In the event that the
Company, for whatever reason, is unable to continue to meet its loan repayment
obligations, the assets which are pledged will be subject to the rights of the
SBLFC as a secured party. Further, until the SBLFC loans are repaid, it is
unlikely that the Company or ABC will be able to obtain additional secured
financing utilizing this collateral as security for new loans.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See Index to Financial Statements attached hereto.

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

         As previously reported by the Company on a Current Report on Form 8-K
filed with the Commission on March 3, 2000, as amended on March 16, 2000, by
resolution of the Board of Directors adopted on February 25, 2000, the Board of
Directors of the Company approved the engagement of Richard A. Eisner & Company,
LLP as its independent auditors for the fiscal year ending December 31, 2000 to
replace the firm of Grant Thornton LLP, who were dismissed as auditors of the
Company effective February 25, 2000.







                                       12

<PAGE>


                                    PART III

ITEM 9.  DIRECTORS & EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

         Set forth below is certain information relating to the members of the
Board of Directors of the Company during the fiscal year ended December 31,
2001.

<TABLE>
<CAPTION>
              NAME                     AGE                                POSITION
              ----                     ---                                --------
<S>                                   <C>     <C>
J. Marvin Feigenbaum                   51      Chairman of the Board of Directors, President and Chief Executive
                                               Officer of the Company;

David A. Sterling                      44      Secretary and Director of the Company;
                                               Director of PCL from October 3, 1997 until May 12, 1999.

Robert B. Fagenson(1)                  51      Director of the Company.
</TABLE>

(1) Mr. Fagenson resigned from the Board of Directors on December 1, 2001.

         The number of directors comprising the entire Board of Directors is
such number as determined in accordance with the By-Laws of the Company. The
Company's By-Laws provide for the number of directors to be not less than three
or more than eleven in number. Due to the Company's current financial condition
and the fact that it has no assets or operations, and owns no interest in any
entity conducting operations, management believes that it is not necessary at
this time to fill the vacancy on the Board of Directors created by Mr.
Fagenson's resignation. At such time as the Company acquires an interest in an
entity conducting business operations, the Company will undertake to fill the
vacancy on the Board. The Company's Certificate of Incorporation provides for a
classified or "staggered" Board of Directors. The classified or "staggered"
Board of Directors is comprised of three classes of directors elected for three
(3) year terms. By reason of the classified Board of Directors, one class of the
Board comes up for re-election each year. Any further amendment to the Company's
Certificate of Incorporation affecting the classified Board may only be adopted
upon the affirmative vote of not less than 75% of the issued and outstanding
shares entitled to vote thereon.

         At a Special Meeting of Shareholders held September 25, 2001, Mr.
Fagenson was elected Class 1 Director to serve until the 2002 annual meeting,
Mr. Sterling was elected Class 2 Director to serve until the 2003 annual meeting
and Mr. Feigenbaum was elected Class 3 Director to serve until the 2004 annual
meeting. However, Mr. Fagenson submitted his resignation as Director of the
Company effective December 1, 2001, due to personal commitments. Due to the
financial position of the Company, the Company has been unable to attract and
retain any directors other than Messrs. Feigenbaum and Sterling.

         The following sets forth certain biographical information for the
current Directors and Officers:

         J. Marvin Feigenbaum. Mr. J. Marvin Feigenbaum was first elected to the
Board of Directors in June 1994, at which time he was also elected to the Board
of Directors of ABC and appointed Chief Executive Officer of the Company and
Chief Executive and Chief Financial Officer of ABC. Mr. Feigenbaum has served as
President of the Company since June 1, 1994, and as Chairman of the Board,
President and Chief Executive Officer of PCL from October 3, 1997 until May 12,
1999. From August 1993 to June 1994, Mr. Feigenbaum served as a consultant to
the Company, primarily with respect to the Company's business development and
plans and programs relating to the marketing of the Company's


                                       13

<PAGE>


laboratory and medical testing services. From 1987 to June 1994, Mr. Feigenbaum
acted as an independent consultant in the medical and health care industry. He
has over 25 years of experience in the health care industry. Prior to being an
independent consultant, Mr. Feigenbaum, from 1982 to mid-1987, served as
Chairman, President and Chief Executive Officer of Temco Home Health Care
Products, Inc., a durable medical equipment manufacturer. For a period of four
years until he voluntarily resigned in May, 1999, Mr. Feigenbaum served as a
member of the Board of Directors and Vice-Chairman of Comprehensive Care
Corporation ("CompCare"), a publicly owned company engaged in the health care
business, previously listed on the New York Stock Exchange.

         David A. Sterling. Mr. David A. Sterling was elected to the Board of
Directors on December 6, 1994. Mr. Sterling, for in excess of seven years, has
been President of Sterling & Sterling, Inc., a general insurance agency. Mr.
Sterling holds a BBA Degree from Hofstra University, New York.

SECTION 16 REPORTING

         No person who, during the year ended December 31, 2001, was a director,
officer or beneficial owner of more than ten percent of the Company's Common
Stock (which is the only class of securities of the Company registered under
Section 12 of the Securities Exchange Act of 1934 (the "Act") (a "Reporting
Person") failed to file on a timely basis, reports required by Section 16 of the
Act during the most recent fiscal year or prior years. The foregoing is based
solely upon a review by the Company of Forms 3 and 4 during such fiscal year as
furnished to the Company under Rule 16a-3(d) under the Act, and Forms 5 and
amendments thereto furnished to the Company with respect to such fiscal year,
and any representation received by the Company from any reporting person that no
Form 5 is required.

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION.

Executive Compensation.

         The following provides certain information concerning all Plan and
Non-Plan (as defined in Item 402 (a)(ii) of Regulation S-B) compensation awarded
to, earned by, paid or accrued by the Company during the years ended December
31, 2001, 2000 and 1999, to the Chief Executive.









                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]



                                       14

<PAGE>


Summary Compensation Table.

<TABLE>
<CAPTION>
                                                                            LONG TERM
                                                                            COMPENSATION AWARDS
                                                 ANNUAL                     RESTRICTED SECURITIES
                                              COMPENSATION                  ---------------------                PAYOUTS
                                              ------------                                                       -------
          NAME AND                                        OTHER                           UNDERLYING             ALL OTHER
     PRINCIPAL POSITION           YEAR    SALARY          ANNUAL           STOCK           OPTIONS             COMPENSATION
     ------------------           ----    ------          ------           -----          ----------           ------------
  <S>                            <C>    <C>            <C>                  <C>              <C>                <C>
                                           ($)             ($)                                                      ($)
   J. Marvin Feigenbaum           2001   $214,667       $10,340(6)           --               --                 $29,840(5)
   President and Chief            2000   $208,000       $ 7,673(6)           --               --                 $55,212(5)
   Executive Officer(1)           1999   $255,667(2)    $88,604(3)           --               --                 $74,897(4)
</TABLE>

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

(1)    President and Chief Executive Officer commencing June 1, 1994. Chief
       Financial Officer from June 1, 1994 until present. President and Chief
       Executive Officer of PCL from October 3, 1997 until May 12, 1999. PCL was
       a majority-owned subsidiary of the Company from October 3, 1997 until
       June 12, 1998. Prior to October 3, 1997 and until PCL emerged from its
       Chapter 11 proceeding, Mr. Feigenbaum served as Chief Operating Officer
       of PCL.

(2)    Includes (i) approximately $208,000 earned by Mr. Feigenbaum pursuant to
       his employment agreement with the Company and (ii) approximately $47,667
       that should have been paid to Mr. Feigenbaum during 1998, but due to the
       financial condition of the Company, was voluntarily deferred by Mr.
       Feigenbaum as a convenience to the Company and paid to Mr. Feigenbaum in
       1999 (see note 6).

(3)    Represents accrued vacation paid in cash, bonus and interest earned on
       payroll deferred by Mr. Feigenbaum as a convenience to the Company and
       paid to Mr. Feigenbaum in 1999.

(4)    Represents automobile allowance, automobile insurance premiums,
       automobile maintenance and garage fees, life insurance premiums,
       disability insurance premiums and relocation expenses.

(5)    Represents automobile allowance, automobile insurance premiums,
       automobile maintenance and garage fees, life insurance premium,
       disability insurance premiums and long term care insurance premiums.

(6)    Represents accrued vacation paid in cash.



                                       15

<PAGE>


Options/SAR Grants in Fiscal Year Ended December 31, 2001

<TABLE>
<CAPTION>
                                               (B)                        (C)
                                      NUMBER OF SECURITIES            % OF TOTAL                (D)
                                           UNDERLYING            OPTIONS/SARS GRANTED        EXERCISE            (E)
                    (A)                   OPTIONS/SARS              TO EMPLOYEES IN           OR BASE         EXPIRATION
   YEAR             NAME                   GRANTED(#)                 FISCAL YEAR          PRICE ($/SH)          DATE
   ----             ----                   ----------                 -----------          ------------          ----
  <S>      <C>                                <C>                         <C>                  <C>               <C>
   2001     J. Marvin Feigenbaum               --                          --                   --                --
</TABLE>

         Aggregated Options/SAR Exercises in Most Recent Fiscal Year
         and Fiscal Year-End Options/SAR Values.

         The following table summarizes options exercised by the named executive
officers during the year ended December 31, 2001, and the number and value of
options held by all executive officers named in the Summary Compensation Table
at the respective year end. The Company does not have any outstanding stock
appreciation rights granted to executive officers.

<TABLE>
<CAPTION>
                                                                                 NUMBER OF                    VALUE OF
                                                                                UNEXERCISED                 IN-THE-MONEY
                                                                              OPTIONS/WARRANTS            OPTIONS/WARRANTS
                                                                                 AT FY-END                  AT FY-END ($)
                                     SHARES ACQUIRED         VALUE              EXERCISABLE/                EXERCISABLE/
   YEAR             NAME               ON EXERCISE          REALIZED           UNEXERCISABLE              UNEXERCISABLE(1)
   ----             ----             ---------------        --------           -------------              ----------------
  <S>      <C>                            <C>                 <C>                   <C>                          <C>
   2001     J. Marvin Feigenbaum           --                  --                    --                           --
</TABLE>


Employment Agreements.

         The Company entered into an Amended and Restated Employment Agreement
(the "Restated Agreement") with Mr. Feigenbaum, the Company's Chairman,
President, Chief Executive Officer and Chief Financial Officer, dated May 19,
1999. The Restated Agreement amended and extended Mr. Feigenbaum's original
employment agreement with the Company, dated June 1, 1994, as amended. The
Restated Agreement is effective as of May 1, 1999 and expired April 30, 2002.
The Restated Agreement provided for Mr. Feigenbaum's continued employment as
Chairman of the Board, President, Chief Executive Officer and Chief Financial
Officer of the Company, as well as Mr. Feigenbaum's continued employment as
Chief Executive and Chief Financial Officer of ABC and contemporaneous
employment as Chairman, President and Chief Executive Officer of PCL. Pursuant
to the Restated Agreement, the Company agreed to pay Mr. Feigenbaum a base
salary of $208,000 per year (such amount does not include any compensation from
PCL). The Company further agreed to (a) make a lump sum payment to Mr.
Feigenbaum in an amount equal to that portion of his salary deferred by Mr.
Feigenbaum, as a convenience to the Company, since June, 1998, with simple
interest at a rate of 12%, and (b) pay to Mr. Feigenbaum a one-time bonus in the
amount of $50,000 upon execution of the Restated Agreement. In addition, the
Restated Agreement provided for vacation benefits, life insurance, an automobile
allowance, relocation expenses, and cellular telephone and travel and
entertainment expenses. The Restated Agreement further contained provisions for
termination of the Restated Agreement by mutual consent, for cause, without
cause by the Company, for death or disability of Mr. Feigenbaum and for good
reason by


                                       16

<PAGE>


Mr. Feigenbaum, as well as provisions regarding the failure of the
parties to renew the Restated Agreement for an additional term. In addition, the
Restated Agreement provided that in the event of a change in control of the
Company (as defined), Mr. Feigenbaum will be paid for the remainder of the
unexpired term of the Restated Agreement plus an additional sum of $208,000.

         On April 30, 2002, the Restated Agreement expired by its terms and was
not renewed. However, Mr. Feigenbaum remains the Chairman of the Board,
President, Chief Executive Officer and Chief Financial Officer of the Company on
an at-will employment basis. Effective May 1, 2002, pursuant to the terms of the
Restated Agreement, the Company accrued a severance payment of $208,000. As of
the date of the filing of this report, this severance has not been paid.

         Mr. Feigenbaum received a salary in the amount of $214,667 and $208,000
during each of the years ended December 31, 2001, and 2000, respectively,
pursuant to the then current Employment Agreement, as amended. Due to the
financial condition of the Company, during the year ended December 31, 1998,
approximately $47,667 of cash compensation which should have been paid to Mr.
Feigenbaum in 1998 was voluntarily deferred by Mr. Feigenbaum until 1999 as a
convenience to the Company. On September 26, 2001, J. Marvin Feigenbaum,
relinquished any and all rights to options granted to him that were voted upon
and approved by the holders of shares of Common Stock of the Company at a
Special Meeting of Stockholders of the Company held on September 25, 2001. The
option grant was for 500,000 shares of the Company's Common Stock at an exercise
price of $.66 per share. Accordingly, the options were never issued.

COMPENSATION OF DIRECTORS

         Directors who are employees of the Company do not receive any fee in
addition to their regular salary for serving on the Board of Directors.
Directors who are not employees of the Company receive a directors fee of $6,000
per annum, paid quarterly, and an attendance fee of $500 per meeting attended.
In addition, Directors are reimbursed for travel expenses for attendance at
board meetings. Non-Employee Directors are also eligible for an initial and
annual grant of stock options under the Company's Non-Employee Director Stock
Option Plan (see "Non-Employee Director Stock Option Plan" below).

         Effective May 1, 2002, Mr. J. Marvin Feigenbaum remains the Chairman of
the Board, President, Chief Executive Officer and Chief Financial Officer of the
Company on an at-will employment basis.

         Pursuant to the resolution of the Board of Directors on October 25,
2002, Mr. David Sterling agreed to waive his right to receive any future fees
for his services as a director under certain circumstances (see Item 1.
Description of Business - Subsequent Events for further details).

1994 INCENTIVE STOCK OPTION PLAN

         In August, 1994, the Board of Directors adopted a 1994 Incentive Stock
Option Plan (the "Plan") which Plan was approved and adopted by the stockholders
of the Company on November 16, 1994. The Plan provides for the issuance of up to
5,000 shares of the Company's Common Stock upon the exercise of options granted
to officers, directors, full time employees and consultants rendering services
to the Company. Under the terms of the Plan, options granted thereunder will be
designated as options which qualify for incentive stock option treatment
("ISO's") under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), or options which do not so qualify ("Non-ISO's"). Unless sooner
terminated, the Plan will expire on August 1, 2004, and options may be granted
at any time or from time to time through such date. The purpose of the Plan is
to promote the interests of the Company and its


                                       17

<PAGE>


stockholders by strengthening the ability of the Company to attract and retain
officers, employees and consultants by furnishing suitable recognition of their
ability to contribute to the success of the Company and to align their interests
and efforts with the long term interest of the Company. The Plan succeeds the
Company's 1992 Incentive Stock Option Plan, which has been terminated.

         The Plan is administered by the Board of Directors or by a Stock Option
Committee designated by the Board of Directors (the "Plan Administrator"). The
Plan Administrator has the discretion to determine the eligible employees and
consultants to whom, and the times and the prices at which, options will be
granted; whether such options shall be ISO's or Non-ISO's; the periods during
which each option will be granted; and the number of shares subject to each
option. The Plan Administrator shall have full authority to interpret the plan
and to establish and amend rules and regulations relating thereto.

         Under the Plan, the exercise price of an option designated as an ISO
shall not be less than the fair market value of the Common Stock on the date the
option is granted. However, in the event an option designated as an ISO is
granted to a ten percent stockholder (as defined in the Plan) such exercise
price shall be at least 110% of such fair market value. Exercise prices of
Non-ISO's may not be less than 85% of such fair market value. The aggregate fair
market value of shares subject to an option designated as an ISO for which any
participant may be granted such an option in any calendar year, shall not exceed
$100,000 plus any unused carryovers (as defined in Section 422 of the Code) from
a prior year. The "fair market value" will be the closing Nasdaq bid price or,
if the Company's Common Stock is not quoted by Nasdaq, the low bid as reported
by the National Quotation Bureau, Inc. or a market maker of the Company's Common
Stock or, if the Common Stock is not quoted by any of the above, by the Board of
Directors acting in good faith.

         Options may be granted under the Plan for such periods as determined by
the Plan Administrator; provided however that no option designated as an ISO
granted under the Plan shall be exercisable over a period in excess of ten
years, or in the case of a ten percent stockholder, five years. Options may be
exercised in whole at any time or in part from time to time. Options are not
transferable except to the estate of an option holder; provided, however, in the
case of a Non-ISO, and subject to Rule 16b-3 promulgated under Section 16 of the
Securities Exchange Act of 1934 (the "Exchange Act") and prevailing
interpretations thereunder by the staff of the Commission, a recipient of a
Non-ISO may, with the consent of the Plan Administrator, designate a named
beneficiary of the Non-ISO in the event of the death of such recipient, or
assign such Non-ISO.

         Except as described below, the Plan Administrator may from time to time
amend the Plan as it deems proper and in the best interests of the Company
without further approval of the stockholders.

         The Board of Directors and the Plan Administrator may not amend certain
features of the Plan without the approval of the Company's stockholders to the
extent such approval is required for compliance with Section 422 of the Code
with respect to ISO's, Section 162(m) of the Code with respect to Non-ISO's or
Rule 16b-3 promulgated under Section 16 of the Exchange Act with respect to
awards made to individuals subject to Section 16 of the Exchange Act. Such
amendments would include (a) increasing the maximum number of shares of Common
Stock that may be issued under the Plan, (b) materially modifying the
requirements as to eligibility for participation in the Plan, or (c) otherwise
materially increasing the benefits accruing to participants under the Plan.

         Options for a total of 2,500 Shares have been granted under the Plan,
including options for 2,143 shares granted directly or indirectly to Mr.
Feigenbaum.


                                       18

<PAGE>


NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

         In August, 1994, the Board of Directors adopted the Non-Employee
Director Stock Option Plan (the "Director Plan") which Director Plan was
approved and adopted by the stockholders of the Company on November 16, 1994 and
amended by the stockholders of the Company on August 27, 1996. The Director Plan
provides for issuance of a maximum of 2,857 shares of Common Stock upon the
exercise of stock options granted under the Director Plan. Options may be
granted under the Director Plan until August 1, 2004 to the Company's
non-employee directors (as defined). The Director Plan provides that each
non-employee director will automatically be granted an option to purchase 71
shares upon joining the Board of Directors (or, for those persons who are
directors on the date of approval of the Director Plan by the stockholders, on
such date), and options to purchase 114 shares on each anniversary of the
initial date of service or date of approval, as the case may be. No options have
been granted under the Director Plan since 1996 because the Company essentially
became inactive during 1997 and a market for the Company's Common Stock has
neither been established or sustained since that time.

         Under the terms of the Director Plan, the sum of the number of shares
to be received upon any grant multiplied by the fair market value of each share
at the time of grant may not exceed $75,000. All awards shall be reduced to the
extent they exceed such amount. The exercise price for options granted under the
Director Plan shall be 100% of the fair market value of the Common Stock on the
date of grant. Until otherwise provided in the Director Plan, the exercise price
of options granted under the Director Plan must be paid at the time of exercise,
either in cash, by delivery of shares of Common Stock of the Company or by a
combination of each. The term of each option is five years from the date of
grant, unless terminated sooner as provided in the Director Plan. The Director
Plan is administered by a committee of the Board of Directors composed of not
fewer than two persons who are officers of the Company (the "Committee"). The
Committee has no discretion to determine which non-employee director will
receive options or the number of shares subject to the option, the term of the
option or the exercisability of the option. However, the Committee will make all
determinations of the interpretation of the Director Plan. Options granted under
the Director Plan do not qualify for incentive stock option treatment. As of
December 31, 2001, there are no options outstanding under the Director Plan.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT

         The following table sets forth certain information as of November 30,
2002, with respect to the ownership of Common Stock by (i) the persons
(including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended), known by the Company to be the
beneficial owner of more than five percent of any class of the Company's voting
securities, (ii) each director and each officer identified in the Summary
Compensation Table, and (iii) directors and executive officers as a group. The
most current information available to the Company is set forth below.

          The Company believes that relevant to an understanding of the
ownership of the Common Stock is the fact that from December 1996 to December
19, 1997, the most recent date on which Preferred Stock was converted, the
Company issued an aggregate of 644,276 shares of Common Stock upon the
conversion of 11,174 shares of Preferred Stock. In the event that the remaining
2,826 shares of Preferred Stock are converted, the Company is presently unable
to determine the number of shares issuable upon such conversion. In July, 1997,
the holders of the Preferred Stock represented to the Company that they are not
part of any "group" as defined in Rule 13d-5 under the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, and each
represented that he or it is the sole beneficial


                                       19

<PAGE>


owner of Common Stock of the Company registered in his or its name or issuable
upon conversion of additional shares of Preferred Stock.

<TABLE>
<CAPTION>
                      NAME AND ADDRESS                         AMOUNT OF AND NATURE           PERCENTAGE
                     OF BENEFICIAL OWNER                      OF BENEFICIAL OWNERSHIP          OF CLASS
                     -------------------                      -----------------------          --------
      <S>                                                        <C>                            <C>
       J. Marvin Feigenbaum.......................                  6,321,432(1)                 90.3%
          823 Main Street
          Hope Valley, RI  02832

       David Sterling.............................                  1,700,000(2)                 71.3%
          823 Main Street
          Hope Valley, RI  02832

       All Officers and Directors as a Group (2
          persons in number)......................                8,021,432(1,2)                 92.2%
</TABLE>

--------------------------
* Less than one percent.

(1)  Includes (i) 142 shares of Common Stock owned by Mr. Feigenbaum; (ii) 647
     shares of Common Stock held in a trust for the benefit of a minor child of
     Mr. Feigenbaum, as to which shares Mr. Feigenbaum disclaims beneficial
     ownership; (iii) options to purchase 779 shares of common stock owned by
     the Feigenbaum Foundation, a charitable foundation, of which Mr. Feigenbaum
     disclaims beneficial ownership; (iv) options to purchase an aggregate of
     1,364 shares of Common Stock and; (v) 6,318,500 shares of Common Stock
     which are currently issuable (see Item 12. Certain Relationships and
     Related Transactions - Issuance of Common Shares).

(2)  Represents 1,700,000 shares of Common Stock which are currently issuable to
     Mr. Sterling (see Item 12. Certain Relationships and Related Transactions -
     Issuance of Common Shares).

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Solutions for DME, Inc.

         The Company, in May 2000, made a $200,000 investment for a 7.5% common
stock interest in a newly formed company which is majority owned by Mr. J.
Marvin Feigenbaum (Chairman, President, Chief Executive Officer, Chief Financial
Officer and stockholder of the Company). Such investment was pursuant to an
affirmative vote (with Mr. Feigenbaum abstaining) by the Board of Directors at a
meeting held April 17, 2000.

         SDME has suspended its efforts to implement its proposed and intended
business for the foreseeable future in light of prevailing market conditions.
The entire $200,000 investment was recognized as a loss during the year ended
December 31, 2000.

         Issuance of Common Shares

         On October 25, 2002, the Board of Directors of the Company approved the
conversion of certain debts owed by the Company to Mr. J. Marvin Feigenbaum and
David Sterling into shares of the Company's common stock. Mr. Feigenbaum and Mr.
Sterling constitute the Board of Directors of the Company, and Mr. Feigenbaum
also is the Company's Chairman, President, Chief Executive Officer, and Chief
Financial Officer.


                                       20

<PAGE>


         In furtherance of the Board's action, the Company expects to convert as
soon as practicable an aggregate of $63,185 of loan repayments and other
obligations owed by the Company, as of October 25, 2002, to Mr. J. Marvin
Feigenbaum into 6,318,500 shares of the Company's common stock at an estimated
fair value of $0.01 per share, which is also par value for the Common Stock.
Such shares of common stock will be issued in full payment and satisfaction of
the $63,185 owed by the Company to Mr. Feigenbaum, which consists of: (i) a
$15,000 demand loan made by Mr. Feigenbaum to the Company on October 17, 2002,
to assist the Company in paying certain of its expenses; (ii) $28,185,
representing accrued but unpaid reimbursement of medical, life and other
insurance premiums and other expenses which the Company was obligated to pay on
Mr. Feigenbaum's behalf under the terms of his employment agreement with the
Company, which expired in April 2002; and (iii) $20,000 of an aggregate of
$280,000, representing accrued but unpaid salary owed to Mr. Feigenbaum under
the terms of his employment agreement with the Company. The remaining $260,000
of accrued salary owed by the Company to Mr. Feigenbaum will remain an unpaid
obligation of the Company.

         In addition, the Company expects to convert as soon as practicable an
aggregate of $17,000 of loan repayments and other obligations owed by the
Company to David Sterling into 1,700,000 shares of the Company's common stock at
an estimated fair value of $0.01 per share, which is also par value for the
Common Stock. Such shares of common stock will be issued in full payment and
satisfaction of the $17,000 owed by the Company to Mr. Sterling, which consists
of: (i) a $5,000 demand loan made by Mr. Sterling to the Company on August 22,
2002, to assist the Company in paying certain of its expenses; and (ii) $12,000,
representing accrued but unpaid fees owed to Mr. Sterling relating to his
service to the Company as a member of the Board of Directors. As part of this
transaction, upon the issuance of the shares, Mr. Sterling will waive his right
to receive any future fees for his service to the Company as a director until
such time as the Company completes a private placement of securities in which
the Company receives net proceeds of not less than $2,000,000.









                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]



                                       21

<PAGE>


ITEM 13.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
            ON FORM 8-K

(A)   1.    Financial Statements.

            See Index to Financial Statements Attached hereto.

      2.    Financial Statement Schedules.

            Not Applicable.

      3.    Exhibits.

            Incorporated by reference to the Exhibit Index at the end of this
Report.

(B)   Reports on Form 8-K.

      During the period commencing the last quarter of the period covered by
this Report to date, no reports on Form 8-K were filed by the Company.

ITEM 14.   CONTROLS AND PROCEDURES

CHANGES IN INTERNAL CONTROLS

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect such controls subsequent to the
date of such controls' last evaluation.





                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]




                                       22

<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 February 4, 2003.

                     UNITED DIAGNOSTIC, INC.


                     By: /s/ J. Marvin Feigenbaum
                        -------------------------------------
                          J. Marvin Feigenbaum
                          Chairman of the Board of Directors,
                          President, Chief Executive Officer and
                          Chief Financial Officer

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

                             Signature


                         /s/ J. Marvin Feigenbaum               February 4, 2003
                        -------------------------------------
                         J. Marvin Feigenbaum
                         Chairman of the Board of Directors,
                         President, Chief Executive Officer
                         and Chief Financial Officer


                          /s/ David Sterling                    February 4, 2003
                         ------------------------------------
                         David Sterling
                         Director









                                       23

<PAGE>


                        CONSOLIDATED FINANCIAL STATEMENTS
                        AND INDEPENDENT AUDITORS' REPORT



                             UNITED DIAGNOSTIC, INC.
                    (FORMERLY KNOWN AS NU-TECH BIO-MED, INC.)
                                AND SUBSIDIARIES

                           December 31, 2001, and 2000














                                      F-1

<PAGE>


                                    CONTENTS


                                                              Page

INDEPENDENT AUDITORS' REPORT                                  F-3

CONSOLIDATED FINANCIAL STATEMENTS

         CONSOLIDATED BALANCE SHEET
         AS OF DECEMBER 31, 2001                              F-4

         CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
         YEARS ENDED DECEMBER 31, 2001 AND 2000               F-5

         CONSOLIDATED STATEMENTS OF (CAPITAL DEFICIENCY)/
         STOCKHOLDERS' EQUITY FOR THE YEARS ENDED
         DECEMBER 31, 2001 AND 2000                           F-6

         CONSOLIDATED STATEMENTS OF CASH FLOWS                F-7

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS           F-8











                                      F-2

<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
United Diagnostic, Inc.
Hope Valley, Rhode Island


We have audited the accompanying consolidated balance sheet of United
Diagnostic, Inc. and subsidiaries (the "Company") as of December 31, 2001, and
the related consolidated statements of operations, (capital
deficiency)/stockholders' equity and cash flows for each of the years in the
two-year period then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the financial statements enumerated above present fairly, in all
material respects, the consolidated financial position of United Diagnostic,
Inc., and subsidiaries as of December 31, 2001, and the consolidated results of
their operations and their consolidated cash flows for each of the years in the
two-year period then ended in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As more fully described in
Note 1, the Company currently has no revenue producing activities, has
experienced net losses and has working and capital deficiencies. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are discussed in
Note 1. The consolidated financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.


Eisner LLP

New York, New York
October 14, 2002

Except as to Note 3(b)
October 25, 2002




                                      F-3

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES


                           CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>
                                                                            AT DECEMBER 31
                                                                                 2001
                                                                           ---------------
<S>                                                                        <C>
ASSETS
Current assets:
      Cash and cash equivalents                                             $      4,540
      Prepaid expenses and other current assets                                    7,637
                                                                            ------------
                                                                            $     12,177
                                                                            ============


LIABILITIES AND (CAPITAL DEFICIENCY)/
          STOCKHOLDERS' EQUITY
Current liabilities:
      Notes payable, in default                                             $     65,888
      Accounts payable                                                           212,430
      Accrued expenses                                                            51,550
      Due to officers                                                             12,079
      Contract payable                                                            55,571
                                                                            ------------

          Total current liabilities                                              397,518
                                                                            ------------

Commitments and contingencies

Capital deficiency:
      Series A convertible preferred stock, $.01 par value; 2,000,000
          authorized; 2,826 issued and outstanding
          (liquidation preference of $2,826,000)                                      28
      Common stock, $.01 par value; 50,000,000 shares
          authorized; 682,622 shares issued and
          outstanding                                                              6,826
      Capital in excess of par value                                          59,716,870
      Accumulated deficit                                                    (60,109,065)
                                                                            ------------
Total capital deficiency                                                        (385,341)
                                                                            ------------

                                                                            $     12,177
                                                                            ============
</TABLE>


See accompanying notes to the consolidated financial statements.



                                      F-4

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                           YEAR ENDED DECEMBER 31
                                                       2001                      2000
                                                   -------------------------------------
<S>                                               <C>                        <C>
Revenues:
                                                   $        -                 $        -
                                                   -------------------------------------

Operating costs and expenses:
    General and administrative                        595,206                    830,662
    Depreciation                                        1,388                      2,375
                                                   -------------------------------------
Total operating costs and expenses                    596,594                    833,037
                                                   -------------------------------------

Operating loss                                       (596,594)                  (833,037)
                                                   -------------------------------------

Other income (expense):
    Equity loss in investment                               -                   (200,000)
    Interest and other income                          16,677                     52,976
    Interest expense                                   (6,968)                    (9,376)
                                                   -------------------------------------
Total other income (expense)                            9,709                   (156,400)
                                                   -------------------------------------

Net loss                                           $ (586,885)                $ (989,437)
                                                   =====================================

Net loss per common share - basic and diluted      $    (0.86)                $    (1.45)
                                                   =====================================

Weighted average shares outstanding                   682,622                    682,622
                                                   =====================================
</TABLE>



See accompanying notes to the consolidated financial statements.



                                      F-5

<PAGE>



                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF
                    (CAPITAL DEFICIENCY)/STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                Number of    Series A
                                Shares of   Convertible
                                 Series A    Preferred    Number of
                               Convertible   Stock at     Shares of       Common       Capital in
                                Preferred    $.01 Par      Common     Stock at $.01    Excess of      Accumulated
                                  Stock        Value        Stock       Par Value      Par Value        Deficit          Total
                               --------------------------------------------------------------------------------------------------
<S>                              <C>           <C>        <C>           <C>         <C>             <C>              <C>
Balance at December 31, 1999      2,826         $ 28       682,622       $ 6,826     $ 59,716,870    $ (58,532,743)   $ 1,190,981

Net Loss                              -            -             -             -                -         (989,437)      (989,437)
                               --------------------------------------------------------------------------------------------------

Balance at December 31, 2000      2,826         $ 28       682,622       $ 6,826     $ 59,716,870    $ (59,522,180)     $ 201,544

Net Loss                              -            -             -             -                -         (586,885)      (586,885)
                               --------------------------------------------------------------------------------------------------

Balance at December 31, 2001      2,826         $ 28       682,622       $ 6,826     $ 59,716,870    $ (60,109,065)    $ (385,341)
                               ==================================================================================================
</TABLE>






See accompanying notes to the consolidated financial statements.




                                      F-6

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31
                                                                  2001                 2000
                                                              -------------------------------
<S>                                                          <C>                 <C>
Operating activities:
Net loss                                                      $ (586,885)         $  (989,437)
Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation                                                 1,388                2,375
      Loss in disposal of assets                                   2,959                    -
      Write-off of Investment in Solutions for DME, Inc.               -              200,000
      Changes in operating assets and liabilities:
        Prepaids, other current assets and deposits                3,255               59,700
        Accounts payable and accrued expenses                     46,469             (189,644)
        Due to officers - fees and expenses                        6,515                5,564
                                                              -------------------------------
Net cash used in operating activities                           (526,299)            (911,442)
                                                              -------------------------------

INVESTING ACTIVITIES:
Purchase of furniture                                                  -               (4,012)
Investment in Solutions for DME, Inc.                                  -             (200,000)
                                                              -------------------------------
Net cash used in investing activities                                  -             (204,012)
                                                              -------------------------------

FINANCING ACTIVITIES:
Repayment of notes payable and lease obligations                 (10,000)             (52,774)
                                                              -------------------------------
Net cash used in financing activities                            (10,000)             (52,774)
                                                              -------------------------------
Net decrease in cash and cash equivalents                       (536,299)          (1,168,228)
Cash and cash equivalents at beginning of year                   540,839            1,709,067
                                                              -------------------------------
Cash and cash equivalents at end of year                      $    4,540          $   540,839
                                                              ===============================

Supplemental disclosure of cash flow information:
    Taxes paid                                                $        -          $    65,000
    Interest paid                                                  5,914                9,376
</TABLE>


See accompanying notes to the consolidated financial statements.



                                      F-7

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


1.       BASIS OF PRESENTATION

         United Diagnostic, Inc. ("United" or the "Company"), was originally
organized under the laws of Delaware in September 1981 under the name of
"Applied DNA Systems, Inc." On November 16, 1994, the Company changed its name
to Nu-Tech Bio-Med, Inc. On December 23, 1998, the Company changed its name to
United Diagnostic, Inc.

         The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, Analytical Biosystems Corporation
("ABC") and Prompt Medical Billing, Inc. All material intercompany transactions
and balances have been eliminated. The equity method of accounting is used for
investment in Solutions for DME, Inc., a development stage company, in which the
Company has significant influence and common ownership control (see Note 3).
Where appropriate, prior year amounts have been reclassified to permit
comparison.

         ABC was a clinical oncology laboratory service and research company
located in Rhode Island. As of November 3, 1997, ABC suspended its laboratory
operations.

         The consolidated financial statements have been prepared on the basis
that the Company will continue as a going concern, which assumes the realization
of assets and satisfaction of liabilities in the normal course of business. The
Company does not at the present time have any revenue generating operations, has
sustained net losses of $586,885 and $989,437, respectively during the years
ended December 31, 2001, and 2000, is not in compliance with certain terms of
the debt, and has expended virtually all cash from operations. The amount of
stockholders' capital deficiency and working capital deficiency at December 31,
2001, was $385,341, respectively. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. Among other things, the
Company continues to seek additional debt and/or equity financing; however,
there is no assurance that it will be successful in that endeavor. The
consolidated financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities or any other adjustments that
might be necessary should the Company be unable to continue as a going concern.




                                      F-8

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a.       Use of Estimates

         The preparation of the consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.

         b.       Cash and Cash Equivalents

         The Company considers all highly liquid instruments with an original
maturity of three months or less to be cash equivalents.

         c.       Furniture and Equipment

         Furniture and equipment are recorded at cost. Depreciation has been
provided using the straight-line method over five years for financial reporting
purposes.

         d.       Fair Values of Financial Instruments

         For cash and accounts payable the carrying amounts approximate fair
value. The carrying amount of the Company's debt approximates fair value based
on similar debt instruments available.

         e.       Stock Based Compensation

         The Company grants qualified stock options for a fixed number of shares
to employees with an exercise price equal to the fair value of the shares at the
date of grant. The Company accounts for stock option grants in accordance with
APB Opinion No. 25, Accounting for Stock Issued to Employees, and, accordingly,
recognizes no compensation expense for qualified stock option grants with
exercise prices equal to the market price of the stock at the option grant
measurement date.

         For certain non-qualified stock options, restricted stock and warrants
granted to employees, the Company recognizes as compensation expense the excess
of the market value of the common stock issuable upon exercise of such options
over the aggregate exercise price of



                                      F-9

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


 2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

such options. For warrants granted to non-employees, the Company recognizes as a
charge the deemed fair value of the warrants or the value of the services
provided, whichever is more reliably measurable. Such charges are amortized over
the vesting period of each option or warrant or the recipient's service period,
if shorter.

         f.       Income Taxes

         The liability method is used to account for income taxes. Deferred tax
assets and liabilities are determined based on differences between financial
reporting and income tax basis of assets and liabilities as well as net
operating loss carryforwards and are measured using the enacted tax rates and
laws that will be in effect when the differences reverse. Deferred tax assets
are reduced by a valuation allowance to reflect the uncertainty associated with
their ultimate realization.

         g.       Net Loss Per Common Share

         The Company applies Financial Accounting Standards Statement No. 128,
Earnings Per Share (SFAS 128). Basic loss per common share is computed using the
weighted average number of common shares outstanding during the year. Diluted
loss per share excludes potential common stock since the effect would be
antidilutive. The potential common stock excluded from the diluted loss per
share consists of outstanding warrants and outstanding options (see Note 8).












                                      F-10

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED


<TABLE>
<CAPTION>
                                                  Loss               Shares
                                              (Numerator)        (Denominator)       Per Share
                                              ------------------------------------------------
<S>                                           <C>                  <C>               <C>
Year ended December 31, 2001
Consolidated net loss                          $ (586,885)
                                               ----------

LOSS PER SHARE-BASIC AND DILUTED
Loss attributable to common stockholders       $ (586,885)          682,622           $ (0.86)
                                               ==============================================

Year ended December 31, 2000
Consolidated net loss                          $ (989,437)
                                               ----------

LOSS PER SHARE-BASIC AND DILUTED
Loss attributable to common stockholders       $ (989,437)          682,622           $ (1.45)
                                               ==============================================
</TABLE>


         h.       Investments

         Investments in which the Company's interest is less than 20% and which
are not classified as available-for-sale securities are carried at the lower of
cost or net realizable value unless it is determined that the Company exercises
significant influence over the investee company, in which case the equity method
of accounting is used. Under this method, the investment balance, originally
recorded at cost, is adjusted to recognize the Company's share of net earnings
or losses of the affiliate as they occur, limited to the extent of the Company's
investment in, advances to and commitments for the affiliate. The Company's
share of net earnings or losses of the affiliate includes amortization of the
difference between the Company's investment and its share of the underlying net
assets of the affiliate. Amortization is recorded on a straight-line basis over
three years. These adjustments are reflected in "equity in loss in investment"
in the Company's Statements of Operations.

         i.       Reclassifications

         Certain reclassifications have been made to the 2000 consolidated
financial statements to conform with the current year's presentation.



                                      F-11

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


3.       CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

         a.       Investment in Solutions for DME, Inc.

         The Company, in May 2000, made a $200,000 investment for a 7.5% common
stock interest in Solutions for DME, Inc. ("SDME"), a newly formed company,
controlled by Mr. J. Marvin Feigenbaum (Chairman, President, Chief Executive
Officer, Chief Financial Officer and stockholder of the Company). Such
investment was pursuant to an affirmative vote (with Mr. Feigenbaum abstaining)
by the Board of Directors at a meeting held April 17, 2000.

         SDME has suspended its efforts to implement its proposed and intended
business for the foreseeable future in light of prevailing market conditions.
The entire $200,000 investment was recognized as a loss for the year ended
December 31, 2000.

         b.         Issuance of Common Shares

         On October 25, 2002, the Board of Directors of the Company approved the
conversion of certain debts owed by the Company to Mr. J. Marvin Feigenbaum and
David Sterling into shares of the Company's common stock. Mr. Feigenbaum and Mr.
Sterling constitute the Board of Directors of the Company, and Mr. Feigenbaum
also is the Company's President, Chief Executive Officer and Chief Financial
Officer.

         In furtherance of the Board's action, the Company expects to convert an
aggregate of $63,185 of loan repayments and other obligations owed by the
Company as of October 25, 2002, to Mr. J. Marvin Feigenbaum into 6,318,500
shares of the Company's common stock at an estimated fair value of $0.01 per
share, which is also par value of common stock. Such shares of common stock will
be issued in full payment and satisfaction of the $63,185 owed by the Company to
Mr. Feigenbaum, which consists of: (i) a $15,000 demand loan made by Mr.
Feigenbaum to the Company on October 17, 2002, to assist the Company in paying
certain of its expenses; (ii) $28,185, representing accrued but unpaid
reimbursement of medical, life and other insurance premiums and other expenses
which the Company was obligated to pay on Mr. Feigenbaum's behalf under the
terms of his employment agreement with the Company, which expired in April 2002;
and (iii) $20,000 of an aggregate of $280,000, representing accrued but unpaid
salary owed to Mr. Feigenbaum under the terms of his employment agreement with
the Company. The remaining $260,000 of accrued salary owed by the Company to Mr.
Feigenbaum will remain an unpaid obligation of the Company.

         In addition, the Company expects to convert an aggregate of $17,000 of
loan repayments and other obligations owed by the Company to David Sterling into
1,700,000 shares of the Company's common stock at an estimated fair value of
$0.01 per shares, which is also par value



                                      F-12

<PAGE>

                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


3.       CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS-CONTINUED

of common stock. Such shares of common stock will be issued in full payment and
satisfaction of the $17,000 owed by the Company to Mr. Sterling, which consists
of: (i) a $5,000 demand loan made by Mr. Sterling to the Company on August 22,
2002, to assist the Company in paying certain of its expenses; and (ii) $12,000,
representing accrued but unpaid fees owed to Mr. Sterling relating to his
service to the Company as a member of the Board of Directors. As part of this
transaction, upon the issuance of the shares, Mr. Sterling will waive his right
to receive any future fees for his service to the Company as a director until
such time as the Company completes a private placement of securities in which
the Company receives net proceeds of not less than $2,000,000.

         c.       Due to officers

         Amounts due to officers represent director's fees and expenses due to
the officers and directors (see Note 3b-Issuance of Common Shares).

4.       FURNITURE AND EQUIPMENT

         On of October 15, 2001, the Company closed its office in Wakefield,
Rhode Island, and disposed of its furniture and equipment. The Company recorded
a loss of $2,959 for the disposal of assets and has no furniture and equipment
as of December 31, 2001.

5.       NOTES PAYABLE


Notes payable to State of Rhode Island's
Small Business Loan Fund Corporation ("SBLFC"),                       $ 65,888
in default, 9.5% interest accruing, principal due on demand,          --------
collateralized by virtually all of the assets of United and ABC       $ 65,888
                                                                      ========


         In connection with a series of loans obtained during 1993 and 1994 by
the Company from the SBLFC in the principal aggregate amount of $791,000, the
Company executed two patent security agreements granting the SBLFC a security
interest in ABC's patents to secure $541,000 of the $791,000 of SBLFC loans
(the principal balance of which, as of December 31, 2001, was approximately
$66,000). All of the SBLFC loans, including those which were subject to the
patent security interest, were further secured by a security interest in the
Company's accounts receivable, inventory and equipment. Each of these loans were
for a term of five years from its




                                      F-13

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


5.       NOTES PAYABLE-CONTINUED

respective loan date, bearing interest at the rate of 5.4% and, as to each loan,
after the first year is amortized monthly as to principal and interest. In June
1998, the terms of these loans were modified to 9.5% interest with principal due
on demand. The aggregate amount of monthly interest payments is approximately
$600 per month. The Company is not in compliance with certain terms of these
loans. In the event that the Company, for whatever reason, is unable to continue
to meet its loan repayment obligations, the assets which are pledged will be
subject to the rights of the SBLFC as a secured party. Further, until the SBLFC
loans are repaid, it is unlikely that the Company or ABC will be able to obtain
additional secured financing utilizing this collateral as security for new
loans.

6.       ACCRUED EXPENSES

         Accrued expenses consist of the following:


              Professional fees                     $ 43,826
              Payroll                                      -
              Vacation                                 6,670
              Other expenses                           1,054
                                                    --------

                                                    $ 51,550
                                                    ========


7.       LEASE COMMITMENTS

         On October 15, 2001, the Company closed its office in Wakefield, Rhode
Island, and did not renew its lease. Effective October 1, 2002, the Company has
obtained office services at $100 per month on a month-to-month basis. The
Company also leases space for the storage of corporate records on a
month-to-month basis.

         Rental expense was $17,480 and $29,405 for the years ended December 31,
2001, and 2000, respectively.



                                      F-14

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


8.       STOCKHOLDERS' EQUITY

         a.       Series A Convertible Preferred Stock

         In 1996, the Company completed a private placement offering for a total
of 14,000 shares of Series A Convertible Preferred Stock ("Preferred Stock") for
a total aggregate purchase price of $14,000,000. The Preferred Stock is
convertible into such number of shares of common stock as shall equal $1,000
divided by a conversion rate equal to the lesser of (i) 75% of the average
closing bid price of the common stock as quoted on the Nasdaq SmallCap Market
for the 5 days immediately preceding the date of the holder's notice of
conversion or (ii) $1,225.00, subject to certain adjustments. Effective June 1,
1998, the Company's common stock was delisted from the Nasdaq SmallCap Market.

         Holders of shares of the Series A Convertible Preferred Stock are not
entitled to receive dividends in cash or otherwise. The holders of shares of the
Series A Convertible Preferred Stock are not entitled to voting rights.

         Pursuant to a Proxy Statement dated August 22, 2001, the Company sought
stockholder approval of three proposals at a special meeting of stockholders
held on September 25, 2001, (the "Special Meeting").

         Proposal No. 1 sought the amendment of the Certificate of Incorporation
of the Company to amend the Company's Amended Certificate of Designations,
Preferences and Rights and Number of Shares of Series A Convertible Preferred
Stock filed on October 26, 1996, (the "Certificate of Designation") to: (i)
change and amend the conversion terms of such Series A Convertible Preferred
Shares, and (ii) convert all 2,826 issued and outstanding Series A Convertible
Preferred Shares into 4,281,390 shares of common stock, $.01 par value, of the
Company, at a conversion rate of $.66 per share. Management did not negotiate
the rate at which the Series A Convertible Preferred Stock would convert into
common stock as a result of the adoption of Proposal No. 1 and did not take a
position as to the merits or advisability of Proposal No. 1. The affirmative
approval of a separate majority of the outstanding shares of common stock and a
separate majority of the outstanding shares of Series A Convertible Preferred
Stock was required to approve Proposal No. 1.

         Following the Special Meeting, believing that it had obtained the
requisite vote from its stockholders to approve Proposal No. 1, the Company
filed a certificate of amendment with the State of Delaware which amended the
Company's Certificate of Incorporation by amending the conversion terms of and
converting all 2,826 outstanding shares of the Company's Series A Convertible
Preferred Shares into an aggregate of 4,281,818 shares of the Company's common
stock.



                                      F-15

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


8.       STOCKHOLDERS' EQUITY-CONTINUED

         Subsequent to the filing of the certificate of amendment and during the
preparation of certain delinquent periodic reports to be filed with the
Securities and Exchange Commission, including this report, the Company
determined that it had not, in fact, obtained a sufficient number of votes from
stockholders necessary to approve Proposal No. 1. As a result, the Company is
taking steps to correct the certificate of amendment which was inadvertently
filed. Consequently, as of February 4, 2003, the Company considers the 2,826
Series A Convertible Preferred Shares that were issued and outstanding prior to
the Special Meeting to be outstanding, entitling the holders of such shares to
the rights, privileges and preferences accorded such shares in the Certificate
of Designation. As of February 4, 2003, there were 682,622 shares of common
stock outstanding.

         b.       Common Stock

         Effective June 1, 1998, the Company's common stock was delisted from
the Nasdaq SmallCap Market, due to failure to file reports with the Securities
and Exchange Commission and the failure of the Company to meet new Nasdaq
minimum financial requirements. Subsequent to May 15, 1998, the Common Stock has
been quoted in the "pink sheets" maintained by National Quotation Bureau, Inc.,
which is not an established trading market.

         Pursuant to prior stockholder authorization, the Company filed a
 Certificate of Amendment to its Certificate of Incorporation effective December
 23, 1998, effecting a 1-for-70 reverse stock split of its issued and
 outstanding Common Stock, resulting in each 70 issued and outstanding shares of
 the Common Stock being changed into one share.

         c.       Authorized Shares

         In a prior year, the stockholders of the Company approved an amendment
to the Company's Amended and Restated Certificate of Incorporation to increase
the total number of shares of all classes of capital stock which the Company may
issue to 52,000,000 shares. Such increase has been effected by increasing the
number of shares to 50,000,000 shares and by increasing the number of shares of
preferred stock to 2,000,000 shares.




                                      F-16

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


 8.      STOCKHOLDERS' EQUITY-CONTINUED

         d.        Stock Option Plans

         At December 31, 2001, the Company has stock option plans as follows:

                  i.       1994 Plan

         The Company has reserved 5,000 shares of common stock under the 1994
Employee Stock Option Plan ("the 1994 Plan"). Options granted under the 1994
Plan may be incentive options or nonqualified stock options, and shall be
designated as such at the time of grant. The 1994 Plan permits the granting of
incentive options only to officers and full-time employees of the Company, at no
less than 100% of the fair market value of the Company's common stock at the
date of the grant. Nonqualified stock options may be granted to officers,
employees, consultants, and advisors of the Company, as well as to members of
the Board of Directors, at a price determined by the Plan administrator but in
no case less than 85% of the fair market value of the Company's common stock at
the date of the grant. To the extent that any option intended to be an incentive
option shall fail to qualify as such under Section 422 of the Internal Revenue
Code of 1986, such options shall be deemed to be nonqualified options. The 1994
Plan is administered by the Option Committee of the Board of Directors, which
has full power to determine the specific terms of each option granted, subject
to the provisions of the 1994 Plan. Due to the current number of Directors,
there is no functioning committee. As of December 31, 2001, the Company has
granted options outstanding for a total of 2,500 shares under this Plan.

                  ii.      Director Plan

         The Company has reserved 2,857 shares of common stock under the 1994
Non-Employee Director Stock Option Plan ("the Director Plan"). Each non-employee
director, upon election of the Company's Board of Directors, shall be granted
options for 71 shares of common stock, and each shall be granted on subsequent
annual anniversary dates of the initial grant, additional options for 114 shares
of common stock. Under the terms of the agreement, the sum of the number of
shares to be received upon any grant multiplied by the fair market value of each
share at the time of the grant may not exceed $75,000. No options have been
granted under the Director Plan since 1996 because the Company essentially
became inactive during 1997 and a market for the Company's Common Stock has
neither been established or sustained since 1997. As of December 31, 2001, the
Company has no outstanding options granted under the Director Plan.



                                      F-17

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


8.       STOCKHOLDERS' EQUITY-CONTINUED

         The exercise price of each option shall be 100% of the fair market
value of the Company's common stock at the date of the grant. The Director Plan
is administered by the Director Plan Committee, which is comprised of not less
than two directors of the Company who are not entitled to participate in the
Director Plan. Due to the current number of Directors, there is no functioning
committee.

                  iii.     Other Stock Options

         The Company has 82 stock options outstanding at December 31, 2001, not
issued under any specific plan.

         e.        SFAS 123 Disclosures

         The Company has adopted the disclosure provisions only of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation
("SFAS 123") and will continue to account for its employee stock options in
accordance with the provisions of APB 25, Accounting for Stock Issued to
Employees.

         The following table presents the combined activity of United's stock
option plans for the years ended December 31, as follows:

<TABLE>
<CAPTION>
                                                  2001                      2000
                                          ----------------------     ---------------------
                                                        WEIGHTED                  WEIGHTED
                                                        AVERAGE                   AVERAGE
                                                        EXERCISE                  EXERCISE
                                          OPTIONS         PRICE      OPTIONS        PRICE
                                          ----------------------     ---------------------
<S>                                        <C>         <C>            <C>        <C>
Outstanding at January 1                    2,734       $ 516.44       2,995      $ 545.62
Granted                                         -                          -
Exercised                                       -                          -
Canceled                                     (152)        988.75        (261)       852.30
                                          ----------------------     ---------------------
Outstanding at December 31                  2,582       $ 488.36       2,734      $ 516.44
                                          ======================     =====================

                                          ----------------------     ---------------------
Options exercisable at December 31          2,582       $ 488.36       2,734      $ 516.44
                                          ======================     =====================
</TABLE>





                                      F-18

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


8.       STOCKHOLDERS' EQUITY-CONTINUED

         The Company granted warrants in connection with financing activities,
merger and acquisitions activity, and as a form of compensation to employees and
consultants. Expiration dates vary on outstanding warrants through December
2003.

         The following table presents the combined activity for all United's
warrants issued for the years ended December 31, as follows:

<TABLE>
<CAPTION>
                                                  2001                           2000
                                         ----------------------         ----------------------
                                                       WEIGHTED                       WEIGHTED
                                                       AVERAGE                        AVERAGE
                                                       EXERCISE                       EXERCISE
                                         WARRANTS        PRICE          WARRANTS        PRICE
                                         ----------------------         ----------------------
<S>                                      <C>          <C>               <C>          <C>
Outstanding at January 1                  56,814       $ 135.43          56,916       $ 135.98
Granted                                        -              -               -              -
Exercised                                      -              -               -              -
Canceled                                 (10,559)        648.22            (102)        441.00
                                         ----------------------         ----------------------
Outstanding at December 31                46,255        $ 18.34          56,814       $ 135.43
                                         ======================         ======================

Options exercisable at December 31        46,255        $ 18.34          56,814       $ 135.43
                                         ======================         ======================
</TABLE>

         The following table presents weighted average price and life
information about significant United's option groups outstanding at December 31,
2001:

<TABLE>
<CAPTION>
                                       Options Outstanding                     Options Exercisable
                             ------------------------------------------      -------------------------
                                                 Weighted
                                                 Average       Weighted                       Weighted
                                                Remaining      Average                        Average
                                Number         Contractual     Exercise         Number        Exercise
Range of Exercise Prices     Outstanding       Life (Yrs.)      Price        Exercisable       Price
------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>         <C>               <C>          <C>
Less than $525.00                2,582             1.0         $ 488.36          2,582        $ 488.36
</TABLE>








                                      F-19

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


8.       STOCKHOLDERS' EQUITY-CONTINUED

The following table presents weighted average price and life information about
significant United's warrant groups outstanding at December 31, 2001:

<TABLE>
<CAPTION>
                                       Warrants Outstanding                    Warrants Exercisable
                             ------------------------------------------      -------------------------
                                                 Weighted
                                                 Average       Weighted                       Weighted
                                                Remaining      Average                        Average
                                Number         Contractual     Exercise         Number        Exercise
Range of Exercise Prices     Outstanding       Life (Yrs.)      Price        Exercisable       Price
------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>         <C>              <C>           <C>
Less than $10.00                45,429             1.9         $   6.58         45,429        $   6.58
$525.00 - $1,050.00                826             0.8         $ 665.00            826          665.00
                                ------                                          ------
                                46,255                                          45,255
                                ======                                          ======
</TABLE>

         No options or warrants were granted during the year ended December 31,
2001.

         f.       Common Stock Reserved

         The Company has reserved 54,194 shares of common stock for the exercise
of options and warrants. Since the conversion price of the Series A Convertible
Preferred Stock is related to The Nasdaq Stock Market bid price for the Common
Stock, a conversion price is indeterminable; therefore, the Company is presently
unable to determine the number of shares issuable upon such conversion.

         g.       Option Grant Approved and Relinquished

         At a Special Meeting of Shareholders held September 25, 2001, Proposal
No. 2 sought to approve a Stock Option Grant Agreement for J. Marvin Feigenbaum.
This agreement would have granted Mr. Feigenbaum 500,000 options exercisable at
$.66 per share. Of these options, 250,000 would have become vested upon the
adoption of Proposal No. 2 and the balance would have vested equally on July 31,
2002, and 2003; provided, however, that in the event of a change of control
event following the special meeting, all unvested options would have accelerated
and immediately vested. Among other matters, the options if granted were to
expire seven (7) years from the date of first exercisability. The affirmative
approval by a majority of the outstanding



                                      F-20

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


8.       STOCKHOLDERS' EQUITY-CONTINUED

shares of common stock was required to approve Proposal No. 2. Management made
no recommendation to vote for or against Proposal No. 2. Proposal No. 2 was
adopted and approved. Although Proposal No. 2 was approved by the Company's
stockholders, on September 26, 2001, Mr. Feigenbaum relinquished any and all
rights to the options granted; consequently, the options granted to Mr.
Feigenbaum were never issued.

9.       CONTRACT PAYABLE

         A contract payable with a balance of $55,571 at December 31, 2001,
represents the balance payable to Brown University from a prior research
agreement which is no longer in effect.

10.      INCOME TAXES

         a.       Net Operating Loss Carryforwards

         The Company files consolidated tax returns with its wholly-owned
subsidiaries. At December 31, 2001, the Company and its wholly-owned
subsidiaries have total net operating loss carry forwards of approximately $23
million for income tax purposes. Approximately $19 million of these carry
forwards expire from 2004 through 2021, which may be substantially limited
pursuant to Section 382 of Internal Revenue Code.

         The principal components of the Company's deferred tax assets were as
follows:


         Deferred tax assets:
         Net operating loss carryforwards                 $ 9,226,000
         Allowance for bad debts                               40,000
         Alternative minimum tax credit                        40,000
         Federal general business tax credits                 150,000
         Other                                                  3,000
                                                          -----------
                                                            9,459,000
         Valuation allowance                               (9,459,000)
                                                          -----------
         Net deferred tax assets                          $         -
                                                          ===========




                                      F-21

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


10.      INCOME TAXES-CONTINUED

         Deferred tax assets are reduced by a valuation allowance to reflect the
uncertainty associated with their ultimate realization. The valuation allowance
increased by $220,000 in 2001 due to an increase in net operating loss carry
forwards.

         b.       Alternative Minimum Income Tax

         An estimated alternative minimum income tax ("AMT") of $65,000 was
incurred by the Company for the year ended December 31, 1999, upon the receipt
of $3.25 million in cash in connection with the sale of assets of Physicians
Clinical Laboratory, Inc. The Company can apply such AMT payments against future
non-AMT income taxes, if any.

11.      EMPLOYMENT AGREEMENT

         The Company has an employment agreement with its president and CEO with
a term of three years at a base salary of $208,000 through April 30, 2002. Other
benefits typical of such agreements are also provided. The Company may terminate
the agreement before the end of its term for cause. The Company may also
terminate the agreement without any cause by providing severance pay equal to
the base salary for the unexpired portion of the agreement plus one year. The
Company is obligated to pay the base salary for the unexpired portion of the
agreement upon the death or disability of the executive. If the agreement is not
renewed at the end of its term, the Company is obligated to pay severance equal
to one year's base salary. Upon termination for other than cause or upon
resignation during a one year period from a change in control, as defined,
severance pay will be provided equal to the base salary for the unexpired
portion of the agreement plus one year. On April 30, 2002, Mr. J. Marvin
Feigenbaum's employment agreement expired by its terms and was not renewed.
However, Mr. Feigenbaum remains the Chairman of the Board, President, Chief
Executive Officer and Chief Financial Officer of the Company on an at-will
employment basis. Effective May 1, 2002, as per the terms of the Employment
Agreement, the Company accrued a severance payment of $208,000.

12.      LITIGATION

         During 2001, an action was instituted in the Superior Court of the
State of California, County of Los Angeles, Case No. BC 255622, by Richard M.
Brooks ("Brooks") against Oaktree Capital Management LLC ("Oaktree") and Nu-Tech
Bio-Med, Inc. (now known as United Diagnostic, Inc.). Brooks was the Chief
Financial Officer of Physicians Clinical Laboratory, Inc. ("PCL"). This action
arises out of the Company's acquisition of a majority interest in PCL, PCL's
Chapter 11 bankruptcy proceedings and subsequent sale of certain shares of the
common stock of PCL by the Company to Oaktree in prior years. The plaintiff
seeks to assert liability



                                      F-22

<PAGE>


                    UNITED DIAGNOSTIC, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


12. LITIGATION-CONTINUED

against the defendants for approximately $3.5 million with respect to an
administrative claim which Brooks claims to have had against PCL and which he
could not collect on because the proceeds of the May 1999 sale of PCL's assets
allegedly went to Oaktree and Nu-Tech Bio-Med, Inc. A Demurrer was filed by the
defendants, which was granted by the Court with leave to replead and, upon
plaintiff filing a First Amended Complaint, the Demurrer to that complaint was
also sustained. The plaintiff has taken an appeal from the lower court's action
and if the plaintiff were to be successful on such appeal, the litigation could
then proceed in the lower court. Due to the fact that the Company had no assets
or means available to it to retain or pay counsel, the Company determined not to
take any active role in the appeal, but rather rely on the positions taken by
Oaktree, its co-defendant. Oral argument has been scheduled by the court for
February 23, 2003. In the event, the court reverses the decision, sustaining the
Demurrer, the case will then proceed in the lower court. The ultimate outcome of
this litigation cannot be presently determined.

















                                      F-23



<PAGE>


                                  EXHIBIT INDEX

         Exhibits designated with an asterisk (*) have previously been filed
         with the Commission and are incorporated herein by reference to the
         document referenced in parentheticals following the descriptions of
         such exhibits.

EXHIBIT
  NO.        DESCRIPTION PAGE
-------      ----------------

2.1*         Asset Purchase Agreement dated September 13, 1996, among Nu-Tech
             Bio-Med, Inc., NTBM Billing Services, Inc., Prompt Medical
             Services, Inc., Judith Prussin and Jeffrey Prussin (filed without
             exhibits or schedules) (filed as Exhibit 2.1 to Current Report on
             Form 8-K filed September 25, 1996).

2.2*         Order Confirming Medical Science Institute's First Amended Plan of
             Reorganization dated November 18, 1996 (US Central District of
             California Case No. LA 95-37790 ID) together with First Amended
             Disclosure Statement and Plan of Reorganization for Medical Science
             Institute (filed as Exhibit 2.2 to Current Report on Form 8-K filed
             on December 3, 1996).

2.3*         Disclosure Statement of Physicians Clinical Laboratory as filed
             with the U.S. Bankruptcy Court (Central District of California Case
             No. SV96-23185-GM) (filed as Exhibit 2.3 to Form S-3 File No.
             333-17859).

2.4*         Joint Plan of Reorganization of Physicians Clinical Laboratory as
             filed with the U.S. Bankruptcy Court (Central District of
             California Case No. SV96-23185-GM) (filed as Exhibit 2.4 to Form
             S-3 File No. 333-17859).

2.5*         Motion of PCL for Entry of Order authorizing PCL to acquire all of
             the Issued and Outstanding Stock of Medical Science Institute
             (filed as Exhibit 2.5 to Current Report on Form 8-K filed January
             29, 1997).

3.1*         Amended and Restated Certificate of Incorporation filed with the
             Secretary of State of Delaware on November 16, 1994 (filed as
             Exhibit 3.1.5 to Amendment No. 1 to Registration Statement on Form
             SB-2, File No. 33-84622).

3.2*         Amended Certificate of Designations, Preferences and Rights and
             Number of Shares of Series A Preferred Stock as filed with the
             Secretary of State of Delaware on October 23, 1996 (filed as
             Exhibit 3.3 to Report on Form 10QSB for the fiscal quarter ended
             September 30, 1996).

3.3*         Certificate of Amendment of Amended Certificate of Designations,
             Preferences and Rights and Number of Shares of Series A Convertible
             Preferred Stock as filed with the Secretary of State of Delaware on
             November 20, 1996.

3.4*         Amendment to the Registrant's Certificate of Incorporation (filed
             as Exhibit 3 to Current Report on Form 8-K for October 23, 1997).

3.5*         Amended and Restated Certificate of Incorporation filed with the
             Secretary of State of Delaware on October 21, 1997 (filed as
             Exhibit 3 to Current Report on Form 8-K for November 4, 1997).



                                       24

<PAGE>


3.6*         Amendment to the Registrant's Certificate of Incorporation filed
             with the Secretary of State of Delaware on December 23, 1998 (filed
             as Exhibit 3.6 to Report on Form 10-KSB for the fiscal year ended
             December 31, 1997).

3.7*         Amended and Restated By-Laws effective July 11, 2000 (filed as
             Exhibit 3(ii) to Current Report on Form 8-K filed July 13, 2000)

4.1*         Form of Common Stock Certificate (filed as Exhibit 4.1 to
             Registration Statement on Form SB-2, File No. 33-84622).

4.2*         Form of Warrant and Warrant Agreement relating to Warrants to
             purchase an aggregate of 114,286 shares of Common Stock issued to
             certain individuals on August 9, 1994 in connection with a Bridge
             Financing (filed as Exhibit 4.2 to Registration Statement on Form
             SB-2, File No. 33-84622).

4.3*         Form of Warrant Agreement issued to Starr Securities, Inc. and
             Stein, Shore Securities, Inc. (filed as Exhibit 4.4 to Registration
             Statement on Form SB-2, File No. 33-84622).

4.4*         Form of Registration Rights Agreement dated August 9, 1994 between
             the Registrant and certain individuals in connection with completed
             Bridge Financing (filed as Exhibit 4.5 to Registration Statement on
             Form SB-2, File No. 33-84622).

10.1*        Amended and Restated Employment Agreement with J. Marvin Feigenbaum
             (filed as Exhibit 10.2 to Registration Statement on Form SB-2, File
             No. 33-84622).

10.2*        Employment Agreement with Dr. Kenneth E. Blackman as of July 1,
             1994 (filed as Exhibit 10.3 to Registration Statement on Form SB-2,
             File No. 33-84622).

10.3*        Patent No. 4,559,299 dated December 17, 1985 (filed as Exhibit 10.4
             to Registration Statement on Form SB-2, File No. 33-84622).

10.4*        Patent No. 4,734,372 dated March 29, 1988 (filed as Exhibit 10.5 to
             Registration Statement on Form SB- 2, File No. 33-84622).

10.5*        Patent No. 4,937,298 dated June 26, 1990 (filed as Exhibit 10.6 to
             Registration Statement on Form SB-2, File No. 33-84622).

10.6*        Assignment of Patent No. 4,559,299, recorded on March 29, 1993, by
             Brown University Research Foundation, in favor of Analytical
             Biosystems Corporation (filed as Exhibit 10.7 to Registration
             Statement on Form SB-2, File No. 33-84622).

10.7*        Assignment of Patent No. 4,734,372, recorded on March 29, 1993, by
             Brown University Research Foundation, Inc., in favor of Analytical
             Biosystems Corporation (filed as Exhibit 10.8 to Registration
             Statement on Form SB-2, File No. 33-84622).

10.8*        Assignment of Patent No. 4,937,187, recorded on March 29, 1993, by
             Brown University Research Foundation, Inc. in favor of Analytical
             Biosystems Corporation (filed as Exhibit 10.9 to Registration
             Statement on Form SB-2, File No. 33-84622).

10.9*        Consulting Agreement with Starr Securities, Inc. (filed as Exhibit
             10.10 to Amendment No. 1 to Registration Statement on Form SB-2,
             File No. 33-84622).



                                       25

<PAGE>


10.10*       Funding Agreement dated December 14, 1990 between Rhode Island
             Partnership for Science and Technology and Analytical Biosystems
             Corporation (filed as Exhibit 10.11 to Registration Statement on
             Form SB-2, File No. 33-84622).

10.11*       Loan Agreement dated February 11, 1993 between State of Rhode
             Island Economic Development Small Business Loan Fund Corporation
             ("SBLFC") and Analytical Biosystems Corporation in the amount of
             $150,000 (filed as Exhibit 10(iii) to Report on Form 10-KSB for the
             fiscal year ended December 31, 1992).

10.12*       Loan Agreement dated February 25, 1993 between SBLFC and Analytical
             Biosystems Corporation in the amount of $100,000 (filed as Exhibit
             10(iii) to Report on Form 10-KSB for the fiscal year ended December
             31, 1992).

10.13*       Loan Agreement dated April 19, 1993 between SBLFC and Analytical
             Biosystems Corporation in the amount of $250,000 (filed as Exhibit
             10(i)(a) to Current Report on Form 8-K dated April 30, 1993).

10.14*       Loan Agreement dated October 22, 1993 between SBLFC and Analytical
             Biosystems Corporation in the amount of $166,666 (filed as Exhibit
             10(iii)(d) to Report on Form 10-KSB for the fiscal year ended
             December 31, 1993).

10.15*       Loan Agreement dated February 17, 1994 between SBLFC and Analytical
             Biosystems Corporation in the amount of $125,000 (filed as Exhibit
             10(iii)(e) to Report on Form 10-KSB for the fiscal year ended
             December 31, 1993).

10.16*       Security Agreement dated October 22, 1993 between SBLFC and
             Analytical Biosystems Corporation (filed as Exhibit 10.17 to
             Registration Statement on Form SB-2, File No. 33-84622).

10.17*       Patent Security Agreement dated April 19, 1993 between SBLFC and
             Analytical Biosystems Corporation (filed as Exhibit 10.18 to
             Registration Statement on Form SB-2, File No. 33-84622).

10.18*       Patent Security Agreement dated October 22, 1993 between SBLFC and
             Analytical Biosystems Corporation (filed as Exhibit 10.19 to
             Registration Statement on Form SB-2, File No. 33-84622).

10.19*       Form of Indemnification Agreements between Registrant and
             Registrant's Directors and Officers (filed as Exhibit 10.20 to
             Registration Statement on Form SB-2, File No. 33-84622).

10.20*       Consulting Agreement and Warrant with Dr. Elliot Fishkin (filed as
             Exhibit 10.22 to Amendment No. 1 to Registration Statement on Form
             SB-2, File No. 33-84622).

10.21*       Redacted copy of Clinical Trials Agreement dated August 14, 1995
             between Analytical Biosystems Corporation and research institution
             and certain individuals (filed as Exhibit 10.1 to Current Report on
             Form 8-K dated August 11, 1995).

10.22*       Agreement dated April 10, 1995 between Analytical Biosystems
             Corporation and Loats Associates (filed as Exhibit 10.1 to Current
             Report on Form 8-K dated April 20, 1995).



                                       26

<PAGE>


10.23*        Form of Registration Rights Agreement entered into among the
              Company and the holders of the Company's Series A Preferred Stock
              entered into on December 2, 1996 (filed as Exhibit 10.24 to
              Registration Statement on Form S-3 File 333-17857).

10.24*        Form of Registration Rights Agreement entered into among the
              Company and certain holders of the Company's Common Stock entered
              into on April 12, 1996 in connection with private placement
              offering completed on April 12, 1996 (filed as Exhibit 10.25 to
              Registration Statement on Form S-3 File 333-17857).

10.25*        Form of Promissory Note of Nu-Tech Bio-Med, Inc. in the principal
              amount of $2,000,000 dated January 23, 1997 in favor of The
              Michael Jesselson Trust (filed as Exhibit 10.29 to Current Report
              on Form 8-K filed January 29, 1997).

10.26*        Security Agreement dated January 23, 1997 between Nu-Tech Bio-Med,
              Inc. and The Michael Jesselson Trust (filed as Exhibit 10.30 to
              Current Report on Form 8-K filed January 29, 1997).

10.27*        Form of Common Stock Purchase Warrant dated January 23, 1997 to
              purchase 100,000 shares of Common Stock at an exercise price of
              $11.50 per share (filed as Exhibit 10.31 to Current Report on Form
              8-K filed January 29, 1997).

10.28*       Amended and Restated Employment Agreement by and between the
             Company and J. Marvin Feigenbaum, dated June 6, 1997 (filed as
             Exhibit 10 to Current Report on Form 8-K filed June 9, 1997).

10.29*       Amended and Restated Employment Agreement by and between the
             Company and J. Marvin Feigenbaum, dated May 19, 1999 (filed as
             Exhibit 10 to Current Report on Form 8-K for June 23, 1999).

16.1*        Letter from Ernst & Young LLP required pursuant to Rule 304(a)3 of
             Regulation S-B (filed as Exhibit 1 to Amended Current Report on
             Form 8-K for May 19, 1998).

16.2*        Letter from Grant Thornton LLP required pursuant to Rule 304(a)3 of
             Regulation S-B.

21.1         List of Subsidiaries of the Company

99.1*        1992 Stock Option Plan (filed as Exhibit 28 to Report on Form 10-Q
             for the quarter ended March 31, 1992).

99.2*        1994 Incentive Stock Option (filed as Exhibit 99.2 to Registration
             Statement on Form SB-2, File No. 33-84622).

99.3*        Non Employee Director Stock Option Plan (filed as Exhibit 99.3 to
             Registration Statement on Form SB-2, File No. 33-84622).

99.4*        Amended and Restated Non-Employee Director Stock Option Plan (filed
             as Exhibit A to the Company's Proxy Statement for the Annual
             Meeting held August 27, 1996).




                                       27
<PAGE>


99.5*        Summons and Complaint in the action "Mordechai Gurary v. Isaac
             Winehouse, Isaac Winehouse d/b/a Wall & Broad Equities and Nu-Tech
             Bio-Med, Inc." Case No. 97 Civ. 3803 (LBS) in the United States
             District Court, Southern District of New York (filed as Exhibit 99
             to Current Report on Form 8-K filed May 30, 1997).

99.6*        Indenture, dated as of September 30, 1997, among PCL and First
             Trust National Association "FTNA" (filed as Exhibit 99.1 to Current
             Report on Form 8-K for October 20, 1997).

99.7*        Security Agreement, dated as of September 30, 1997, by and among
             PCL and FTNA (filed as Exhibit 99.2 to Current Report on Form 8-K
             for October 20, 1997).

99.8*        Stockholders Agreement, dated as of September 30, 1997, by and
             among PCL, Nu-Tech and Oaktree (filed as Exhibit 99.3 to Current
             Report on Form 8-K for October 20, 1997).

99.9*        Pledge Agreement, dated as of September 30, 1997, between PCL and
             FTNA (filed as Exhibit 99.4 to Current Report on Form 8-K for
             October 20, 1997).

99.10*       Employment Agreement, made as of September 30, 1997, by and among
             PCL and J. Marvin Feigenbaum (filed as Exhibit 99.5 to Current
             Report on Form 8-K for October 20, 1997).

99.11*       Noncompetition Agreement, made as of September 30, 1997, by and
             among PCL and Nu-Tech (filed as Exhibit 99.6 to Current Report on
             Form 8-K for October 20, 1997).

99.12*       Healthcare Receivables Purchase and Transfer Agreement, dated as of
             September 30, 1997 (filed as Exhibit 99.7 to Current Report on Form
             8-K for October 20, 1997).

99.13*       Summons and Complaint in the action "Gorra Holding and Barras
             Investment v. Nu-Tech Bio-Med, Inc." Case No. 98 Civ. 764 (JMP) in
             the United States District Court, Southern District of New York
             (filed as Exhibit 99 to Current Report on Form 8-K for February 23,
             1998).

99.14*       Stock Purchase Agreement, dated as of June 12, 1998 between the
             Registrant and Oaktree, acting as agent on behalf of certain funds
             and accounts (filed as Exhibit 99.1 to Current Report on Form 8-K
             for June 22, 1998).

99.15*       Amended and Restated Stockholders Agreement, dated as of June 12,
             1998, by and among the Registrant, PCL, Oaktree and J. Marvin
             Feigenbaum (filed as Exhibit 99.2 to Current Report on Form 8-K for
             June 22, 1998).

99.16        Certification of the Chief Executive Officer pursuant to 18 U.S.C.
             Section 1350 as adopted pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002

99.17        Certification of the Chief Financial Officer pursuant to 18 U.S.C.
             Section 1350 as adopted pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002

99.18        Certification of the Chief Executive Officer pursuant to 18 U.S.C.
             Section 1350 as adopted pursuant to Section 302 of the
             Sarbanes-Oxley Act of 2002

99.19        Certification of the Chief Financial Officer pursuant to 18 U.S.C.
             Section 1350 as adopted pursuant to Section 302 of the
             Sarbanes-Oxley Act of 2002





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