FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

          (Mark One)
          [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended September 30, 2001
                                         .......................................

                                       OR

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

          For the transition period from ................. to ..................

          Commission file number 0-23776
                                 ...............................................

                                    HMSR Inc.
             .......................................................
             (Exact name of registrant as specified in its charter)

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



                140 Locke Drive, Marlborough, Massachusetts  01752
               ....................................................
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (508) 490-9500
               ....................................................
              (Registrant's telephone number, including area code)

                                  HemaSure Inc.
               ....................................................
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

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

        Common Stock, par value $.01 per share             18,891,897
        --------------------------------------         ------------------
                      Class                     Outstanding at November 14, 2001

<PAGE>

HMSR Inc.

                                      INDEX
                                      -----
<TABLE>
<CAPTION>

                                                                                       Page

PART I     Financial Information
<S>                                                                                                 <C>

Item 1. Financial Statements........................................................................1

        Consolidated Balance Sheets at September 30, 2001 and December 31, 2000.....................1

        Consolidated Statements of Operations for the Three and Nine Month Periods Ended
        September 30, 2001 and 2000.................................................................2

        Consolidated Statements of Cash Flows for the Nine Month Periods Ended
        September 30, 2001 and 2000.................................................................3

        Notes to Consolidated Financial Statements..................................................4

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......7

Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................10


PART II    Other Information

Item 1. Legal Proceedings..........................................................................11

Item 2. Changes in Securities and Use of Proceeds..................................................12

Item 3. Defaults Upon Senior Securities............................................................12

Item 4. Submission of Matters to a Vote of Security Holders........................................12

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

Item 6. Exhibits and Reports on Form 8-K...........................................................12

Signatures........................................................................................S-1
</TABLE>

<PAGE>

                         Part I - FINANCIAL INFORMATION

Item  1.       Financial Statements

                       HMSR Inc. (Formerly HemaSure Inc.)
                           Consolidated Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>

(In thousands, except par value amounts)         September 30, 2001       December 31, 2000
                                                 ------------------       -----------------

<S>                                                        <C>                      <C>
ASSETS
Current assets:
  Cash and cash equivalents                                $ 16,182                 $ 3,215
  Marketable securities                                           -                   5,463
  Prepaid expenses                                              170                      41
                                                             ------                  ------
  Total current assets                                       16,352                   8,719

Other assets                                                      9                       8
Net assets of discontinued operations (Note 3)                    -                   3,391
                                                          ---------               ---------



  Total assets                                             $ 16,361                $ 12,118
                                                          ---------               ---------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                            $ 388                    $ 60
  Accrued contract liability                                      -                     647
  Accrued professional fees                                     117                      87
  Other accrued expenses                                        208                     209
                                                             ------                  ------

 Total current liabilities                                      713                   1,003


Stockholders' equity:
  Preferred stock, $0.01 par value, 1000 shares
    authorized, no shares issued or outstanding

  Common stock, 35,000 and 19,904 shares authorized and         199                     199
    issued respectively, and 18,892 and 19,904
    outstanding at September 30, 2001 and December 31,
    2000, respectively
  Additional paid-in capital                                112,352                 112,311
  Accumulated deficit                                       (96,571)               (101,395)
  Treasury stock, 1,012 and 0 shares, at cost, at              (332)                      -
    September 30, 2001 and December 31, 2000,
    respectively
                                                           --------                --------
 Total stockholders' equity                                  15,648                  11,115
                                                          ---------               ---------


 Total liabilities and stockholders' equity                $ 16,361                $ 12,118
                                                          ---------               ---------
</TABLE>



    The accompanying notes are an integral part of the financial statements.


                                       1

<PAGE>

                       HMSR Inc. (Formerly HemaSure Inc.)

                      Consolidated Statements of Operations

                   For the Three and Nine Month Periods Ended
                           September 30, 2001 and 2000
                                  ( Unaudited )

(In thousands, except per share amounts)

<TABLE>
<CAPTION>

                                          Three-month periods               Nine-month periods
                                           Ended September 30,              Ended September 30,

                                           2001            2000             2001           2000
                                           ----            ----             ----           ----
<S>                                      <C>            <C>               <C>          <C>

General and administrative expenses       $ 376            $ 93          $ 1,267          $ 711

                                          -----           -----            -----          -----
Loss from continuing operations            (376)            (93)          (1,267)          (711)


Other income (expense):

  Interest income                            85             307              248            767

  Interest expense                            -            (298)              (1)        (1,052)

  Other income                                -              17                -             30
                                         ------          ------           ------          -----


Net loss from continuing operations        (291)            (67)          (1,020)          (966)
                                          -----          ------           ------          -----


Discontinued operations:
  Loss from discontinued operations           -          (4,642)          (6,119)       (10,408)
  (Loss)\Gain from the sale of
  discontinued operations, net of taxes     (12)              -           11,963              -
                                           ----          ------           ------          -----


Net income (loss)                        $(303)         $(4,709)          $4,824       $(11,374)
                                         ======         =======           ======       ========


Net income (loss) per share - basic
and diluted:

  Continuing operations                  $(0.02)         $(0.00)          $(0.05)        $(0.05)
  Discontinued operations                     -           (0.24)            0.30          (0.55)


  Net income (loss) per share            $(0.02)         $(0.24)           $0.25         $(0.60)
                                         ======          ======           ======         ======


Weighted average number of shares
of common stock outstanding - basic
and diluted                              18,892          19,704           19,129         18,802
</TABLE>




    The accompanying notes are an integral part of the financial statements.


                                       2

<PAGE>

                       HMSR Inc. (Formerly HemaSure Inc.)

                      Consolidated Statements of Cash Flows

          For the Nine Month Periods Ended September 30, 2001 and 2000
                                   (Unaudited)

(In thousands)

<TABLE>
<CAPTION>

                                                                                                  Nine Month Periods
                                                                                                  Ended September 30,
                                                                                                2001              2000
                                                                                                ----              ----
<S>                                                                                         <C>                 <C>
Cash flows from operating activities:
  Net loss from continuing operations                                                       $ (1,020)           $ (966)
  Adjustments to reconcile net loss from continuing operations to net cash used in
  operating activities:
    Financing costs related to warrants                                                            -               725
    Accretion of marketable security discount                                                    (47)             (112)
    Unearned compensation amortization                                                            41                 -
  Changes in operating assets and liabilities:
    Prepaid expenses and other assets                                                           (130)               21
    Accounts payable and accrued expenses                                                       (290)             (712)

                                                                                                ----            ------
  Net cash used in operating activities                                                       (1,446)           (1,044)
                                                                                             -------           -------

Cash flows from investing activities:
  Purchase of available-for-sale marketable securities                                        (1,013)          (26,783)
  Sale of available-for-sale marketable securities                                             6,523            16,000

                                                                                                ----            ------
  Net cash provided by (used in) investing activities                                          5,510          (10,783)
                                                                                             -------         ---------

Cash flows from financing activities:
  Proceeds from issuance of common stock                                                           -            26,049
  Repayments of notes payable                                                                      -           (5,000)
  Repayments of capital lease obligations                                                          -               (71)
                                                                                             -------         ---------
  Net cash provided by financing activities                                                        -            20,978
                                                                                             -------         ---------



Net increase in cash and cash equivalents from continuing operations                           4,064             9,151
Net proceeds from sale of discontinued operations (net of $ 2,468 in expenses)                14,476                 -
Net cash used in discontinued operations (Note 3)                                             (5,573)          (12,623)

                                                                                             -------           -------
Net increase in cash and cash equivalents                                                     12,967            (3,472)
Cash and cash equivalents at beginning of period                                               3,215             5,243
                                                                                             -------           -------

Cash and cash equivalents at end of period                                                  $ 16,182           $ 1,771
                                                                                            --------           -------
Supplemental disclosure of cash flow information:
    Cash paid for interest                                                                      $  -            $ 710
                                                                                                ----            -----

Non-cash activities:
    Receipt of treasury stock in settlement of all obligations with a customer (Note 4)        $ 332            $    -
</TABLE>



    The accompanying notes are an integral part of the financial statements.


                                       3

<PAGE>

                       HMSR Inc. (Formerly HemaSure Inc.)
                   Notes To Consolidated Financial Statements

1.      Basis of Presentation


        All references herein to the "Company" are to HMSR Inc. and its
subsidiaries (formerly HemaSure Inc.). The consolidated financial statements
included herein have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission for interim financial
information.


        The accompanying consolidated financial statements are unaudited and
have been prepared on the basis of our red blood cell filtration business being
presented as a discontinued operation and include all our accounts associated
with such business operation. For comparative purposes, the consolidated
statements of operations and related income (loss) per share information, for
all periods presented, have been restated to reflect the results of operations
for the discontinued business in "Loss from discontinued operations". The
Consolidated Balance Sheets at September 30, 2001 and December 31, 2000 reflect
assets and liabilities related to the red blood cell filtration business as "Net
assets of discontinued operations". The Consolidated Statements of Cash Flows
for the nine months ended September 30, 2001 and 2000 reflect separately cash
flows from discontinued operations.

        Certain information and footnote disclosures normally included in the
Company's annual statements have been condensed or omitted. The condensed
interim consolidated financial statements, in the opinion of management, reflect
all adjustments (including normal recurring accruals) necessary for a fair
statement of the results for the interim periods ended September 30, 2001 and
2000.

        The results of operations for the interim periods are not necessarily
indicative of the results of operations to be expected for the fiscal year.
These interim consolidated financial statements should be read in conjunction
with the audited financial statements for the year ended December 31, 2000,
which are contained in the Company's Form 10-K (File No. 0-23776), filed with
the Securities and Exchange Commission on March 26, 2001.

2.      Sale of the Non-Cash Assets of the Company and Name Change

        On May 29, 2001, the Company sold substantially all of its non-cash
assets to Whatman BioScience Inc., a Massachusetts corporation ("Whatman") and a
subsidiary of Whatman plc, an English corporation ("Whatman plc"), pursuant to
the terms of an Asset Purchase Agreement by and among the Company, Whatman and
Whatman plc, dated as of February 3, 2001 and amended on April 2, 2001 (the
"Purchase Agreement").

        On June 6, 2001 the Company announced that the stockholders had voted in
favor of the sale of the non-cash assets to Whatman and that it had changed its
name to HMSR Inc. The name change was approved at the Extraordinary Stockholders
Meeting on May 21, 2001.

        Under the terms of the Purchase Agreement, Whatman acquired
substantially all of the non-cash assets of the Company for consideration
consisting of (i) a $10 million dollar cash payment, which was paid to the
Company on May 29, 2001, (ii) a reimbursement amount which was finalized in the
third quarter at $6,944,000, effectively covering the net change in cash from
the ongoing operations of the Company's business from November 1, 2000 through
May 29, 2001 (the "Reimbursement Amount"), which was paid to the Company during
the third quarter of 2001, and (iii) a potential royalty payment in the amount
of 4% on sales by Whatman or its affiliates of filtration products using the
Company's technology. The royalty payments are subject to a maximum, aggregate
amount of $12 million dollars and are subject to certain reductions set forth in
that certain Royalty Agreement, dated as of May 29, 2001, by and among the
Company, Whatman and Whatman plc, including any damages and certain settlement
amounts paid by Whatman related to the Company's patent litigation with Pall
Corporation, as described below under "Part II - Item 1 - Legal Proceedings."

        The Company's board of directors is in the process of considering
various strategic business combinations and other transactions with a view
toward further enhancing shareholder value following consummation of the
transactions contemplated by the Purchase Agreement, which may include, among
other alternatives, the merger of

                                       4
<PAGE>

the Company with a private or public company or the liquidation or dissolution
of the Company.

        In connection with the sale of its non-cash assets, the Company has
recorded a gain of approximately $11,963,000, which includes the $6,944,000
reimbursement amount and is net of the payment of approximately $1,394,000 in
costs and expenses associated with completing the asset sale incurred in the
second quarter of fiscal 2001. An additional $1,106,000 of costs and expenses
associated with completing the asset sale were incurred in the first quarter of
fiscal 2001, with such costs and expenses included in discontinued operations.
Originally, the Company recorded a receivable of $6,956,000 in the second
quarter of 2001in connection with the Reimbursement Amount. The subsequent
$12,000 difference is recorded as a loss from the sale of discontinued
operations in the third quarter of 2001. The Company expects to incur a minimal
tax liability (estimated to be no greater than $100,000) in connection with the
sale, as it believes it has sufficient federal and state net operating loss
carryforwards and tax credits to offset any gains realized. No value was
ascribed to the potential future royalties in recording the gain on this
transaction.


3.      Discontinued operation

        As discussed in Note 2 above the Company discontinued its red blood cell
filtration business which was sold on May 29, 2001. All non-cash assets and
certain liabilities were transferred to the purchaser on that date. The
disposition of the red blood cell filtration operations represents the disposal
of a business segment under Accounting Principles Board ("APB") Opinion No. 30.
Accordingly, results of this operation have been classified as discontinued, and
prior periods have been restated, including the allocation of expenses between
continuing and discontinued operations. The net book value of assets sold was
$3,587,000.

Net sales and income from the discontinued operation are as follows:


<TABLE>
<CAPTION>

                                                         Three-month periods ended      Nine-month periods ended
                                                                  September                     September
                                                              2001          2000             2001         2000
                                                              ----          ----             ----         ----
<S>                                                         <C>         <C>              <C>         <C>
Revenues                                                         -      $    288         $     58    $   2,747
                                                           -------      --------         --------    ---------

Loss from discontinued operation                            $    -      $ (4,642)        $ (6,119)   $ (10,408)
Gain/ (loss) from the sale of discontinued operations,
  net of taxes                                                 (12)            -           11,963            -
                                                           -------     ---------           ------    ---------
                                                            $  (12)     $ (4,642)        $  5,844    $ (10,408)
</TABLE>


Assets and liabilities of the discontinued operation were as follows:


                                        September 30, 2001   December 31, 2000
                                        ------------------   -----------------

Current assets                          $                -   $           2,549
Property and equipment, net                              -               1,850
Other assets                                             -                  32
Current liabilities                                      -              (1,031)
Long-term liabilities                                    -                  (9)

Net assets of discontinued operation    $                -   $           3,391


4.      Stockholders' Equity

        In March 2001, the Company completed a termination and release agreement
with Gambro, effective November 2000, which ended the distribution and
development agreement. In consideration for the Company's


                                       5

<PAGE>

inventory (net book value at December 31, 2000 of $332,000) of products bearing
Gambro's company name, and by way of complete resolution of all issues
outstanding between the Company and Gambro, Gambro agreed to return 1,011,692
shares of common stock with a fair market value at closing of $332,000. No gain
or loss was recorded as a result of this settlement.

5.      Net Income (Loss) Per Share

        The net income (loss) per share is based on the weighted-average number
of shares of common stock outstanding during the period. Potential common stock
has not been included in the computation of diluted net income (loss) per share
because the options exercise prices were greater than the average market price
of the common shares, and the options therefore would be antidilutive under the
treasury stock method. Potential common stock of the Company consist of common
stock warrants and stock options. The Company had 4,112,500 and 4,989,804
potential common stock shares at September 30, 2001 and 2000, respectively.

6.      Recent Accounting Pronouncements

        In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141 ("SFAS No. 141"), "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No.
141 requires that all business combinations be accounted for under the purchase
method only, eliminating the pooling-of-interests method and that certain
acquired intangible assets in a business combination be recognized as assets
apart from goodwill. "SFAS No. 142" requires, among other things, the
discontinuance of goodwill amortization, which is replaced with periodic tests
of the goodwill's impairment and that intangible assets other than goodwill be
amortized over their useful lives. In addition, the standard includes provisions
for the reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments of goodwill. SFAS No. 142 also requires the Company to complete a
transitional goodwill impairment test six months from the date of adoption. SFAS
No. 141 is effective for all business combinations initiated after June 30, 2001
and for all business combinations accounted for by the purchase method for which
the date of acquisition is after June 30, 2001. The provisions of SFAS No. 142
will be effective for fiscal years beginning after December 15, 2001, and will
thus be adopted by the Company, as required on January 1, 2002. The Company does
not believe that the implementation of SFAS No. 141 and SFAS No. 142 will impact
its historical results.

        In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS 144 supercedes FASB Statement
No. 121 (SFAS 121), "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed of." SFAS 144 applies to all long-lived assets
(including discontinued operations) and consequently amends Accounting
Principles Board Opinion No. 30 (APB 30), "Reporting Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business." SFAS 144 is
effective for financial statements issued for fiscal years beginning after
December 15, 2001, and will thus be adopted by the Company, as required, on
January 1, 2002. Management is currently determining what effect, if any, SFAS
144 will have on its financial position and results of operations.

7.      Legal Proceedings

        The Company is a defendant in a lawsuit brought by Pall Corporation
("Pall") in the United States District Court for the Eastern District of New
York regarding the Company's LeukoNet System, which is no longer made or sold by
the Company (the "Pall Litigation"). In a complaint filed in November 1996, Pall
alleged that the manufacture, use and/or sale of the LeukoNet System infringed
upon two patents held by Pall. Pall dropped its allegations concerning
infringement of one of the patents and alleges only that the LeukoNet System
infringed Pall's U.S. Patent No. 4,952,572 (the "`572 Patent").

        With respect to the allegations concerning the `572 Patent, the Company
answered the complaint stating that the LeukoNet System does not infringe any
claim of the asserted patents. Further, the Company counterclaimed for
declaratory judgment of invalidity, noninfringement and unenforceability of the
`572 Patent. Pall amended its complaint to add Lydall, Inc., whose subsidiary
supplied the filter media for the LeukoNet System, as a co-defendant. The
Company filed for summary judgment of non-infringement, and Pall cross-filed for
summary judgement of infringement at the same time. Lydall, Inc. supported the
Company's motion for summary judgment of non-infringement, and filed a motion
for summary judgment that the asserted claims of the `572 patent are invalid as
a matter of law. Discovery has been completed in the action. The Court held a
hearing on the summary judgment motions on April 18, 2000. On September 19,
2001, the Court granted the Company's motion finding that claims 48, 50 and 51
of the `572 patent were not infringed. The Court is now in the process of
determining if any outstanding issues remain to be decided. Pall has contended
that claim 37, 38 and 42 of the `572 patent have been asserted against the
Company. Pall has also moved the Court to reconsider its decision granting
summary judgment against the Company. The Company is opposing Pall's motion for
reconsideration and Pall's contention that additional claims are at issue, and
is awaiting the Court's decision on whether to enter final judgment in favor of
the Company.

        The Company and Gambro BCT, Inc. filed a complaint for declaratory
relief against Pall in the United States District Court of Colorado. The Company
and Gambro BCT seek declaratory relief that the `572 Patent, Pall's U.S. Patent
No. 5,451,321 (the "`321 Patent") and Pall's U.S. Patent No.'s 5,229,012,
5,344,561, 5,501,795 and 5,863,436 are invalid and not infringed by the
Company's r\LS System and methods of using the r\LS System. Pall moved to
dismiss or transfer to the Eastern District of New York or, in the alternative,
to stay this action. The Company and Gambro BCT opposed Pall's motion. On July
16, 1999, the United States District Court of Colorado denied Pall's motion to
transfer or, in the alternative, to stay the action. On September 30, 1999, the
Court denied Pall's motion to dismiss the action. On October 20, 1999, Pall
submitted a counterclaim alleging that the Company's r\LS System infringes its
patents that are the subject of the lawsuit and that the Company and Gambro BCT
tortiously interfered and unfairly competed with Pall's business. The Company
and Gambro BCT replied to Pall's counterclaim and denied Pall's allegations of
tortious interference, unfair competition and patent infringement.

        On July 13, 2000, Pall filed a Complaint in the United States District
Court for the District of Colorado against the Company, Gambro BCT, Inc. and
Gambro AB alleging that the Company's r\LS system infringes Pall's U.S. Patent
No. 6,086,770 (the "`770 Patent"). On August 11, 2000, this action was
consolidated with the earlier declaratory relief action in the United States
District Court for the District of Colorado. The Company, Gambro BCT, Inc. and
Gambro AB answered the complaint, denied the allegations of infringement and
submitted a counterclaim alleging that Pall's `770 patent is invalid, not
infringed and unenforceable. In September 2000, Pall answered the counterclaim
and denied the allegations of noninfringement, invalidity and unenforceability.

        On December 15, 2000, Pall filed a complaint against Filtertek, Inc.
("Filtertek") alleging that Filtertek, a subcontract manufacturer to the company
for the r\LS filter, infringes the seven above-mentioned Pall patents. Filtertek
answered the complaint on January 31, 2001, denied Pall's allegations of
infringement and asserted that the claims of the Pall patents are invalid and/or
unenforceable and that Pall is estopped from asserting infringement against
Filtertek by reason of Pall's prior conduct with Filtertek. This action has been
consolidated with the other actions pending in Colorado. Discovery is now
ongoing.

        The Company, with Filtertek's support, has moved for summary judgment
that the accused r\LS system does not infringe, either literally or under the
doctrine of equivalents, any of the asserted claims of Pall's '572, '012, '561,
or '796 patents. Pall moved to adjourn the summary judgment motion or to
postpone responding to the motion until the expert reports are filed, which are
presently due on September 10, 2001. The Court has not ruled on Pall's motion,
and Pall has yet to respond to the Company's summary judgment motion. On October
9, 2001, Pall moved to dismiss the Colorado case based upon lack of subject
matter jurisdiction. In its motion, Pall provided the Company with a limited
covenant not to sue the Company for sales of certain prior r/LS systems on
certain claims of the patents-in-suit. The Company is currently considering the
effect of Pall's covenant and any potential opposition in this motion.

        On December 22, 2000, Gambro AB and Gambro BCT moved to dismiss the
consolidated actions based on a settlement agreement with Pall Corporation. On
January 10, 2001, the Court dismissed the action with respect to all claims
between Pall, Gambro BCT, and Gambro AB.

        On April 23, 1999, Pall filed a complaint against the Company and Gambro
BCT in the Eastern District of New York alleging that the Company's r\LS System
infringes Pall's `572 Patent and that the Company and Gambro BCT tortiously
interfered and unfairly competed with Pall's business. On May 19, 1999, Pall
amended its complaint and added Gambro, Gambro A.B. and Sepracor as defendants.
The Company and Gambro BCT have moved to dismiss, transfer or stay the action
and Pall has opposed the motion. On April 18, 2000, Pall moved, without
opposition from the defendants, to dismiss the action and the Court granted
Pall's motion.

        A prior lawsuit brought by Pall in February 1996 has concluded. In June
1999, the United States Court of Appeals for the Federal Circuit determined that
the LeukoNet System did not infringe claim 39 of the `321 Patent and Pall has
not appealed that decision.

        Under the terms of the Purchase Agreement entered into by and among the
Company and Whatman, Whatman assumed any and all obligations and liabilities of
the Company related to the Pall Litigation. However, any damages and certain
settlement amounts incurred by Whatman in connection with the Pall Litigation
may be offset by Whatman against any royalties owed by Whatman to the Company
pursuant to the terms of the Royalty Agreement described in Note 2 to the
Consolidated Financial Statements, and thus may reduce the amount of royalties
the Company may collect under the terms of the Royalty Agreement.

        The Company believes, based upon its review of these matters, that a
properly informed court should conclude that the manufacture, use and/or sale by
the Company or its customers of the LeukoNet System and the r\LS System do not
infringe any valid enforceable claim of the Pall patents. However, there can be
no assurance that the Company will prevail in the pending litigations, and an
adverse outcome in the Pall Litigation would have a material and adverse effect
on the Company's financial condition and its ability to collect royalties from
Whatman under the terms of the Royalty Agreement.


                                       6
<PAGE>

to the foregoing downward adjustment. Pursuant to the terms of the Merger
Agreement, consummation of the Merger is subject to approval of Point
Therapeutics' stockholders and HMSR's stockholders and other customary terms and
conditions.


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

Overview

        The Company was established in December 1993 as a wholly-owned
subsidiary of Sepracor. Effective as of January 1, 1994, in exchange for
3,000,000 shares of Common Stock, Sepracor transferred to the Company its
technology relating to the manufacture, use and sale of medical devices for the
separation and purification of blood, blood products and blood components and
its membrane filter design technologies.

        The Company developed and supplied innovative blood filtration
technologies designed to help meet today's increasing demand for a safer, more
reliable blood supply. The Company's blood filtration technologies were designed
to reduce virus-carrying white blood cells (leukocytes) in donated blood to
nominal levels (a process known as "leukoreduction").

        In April 2000, the Company was notified that the American Red Cross
("ARC"), the Company's largest customer, was suspending use of the Company's
r\LS System pending the outcome of an investigation of a small number of
non-critical adverse reactions in patients who had received a transfusion of
blood filtered with the r\LS. In September 2000, the Company was notified that
the ARC terminated its supply contract for the r\LS System based on the extended
period of time taken to prove product improvements resolved these reactions. In
August 2001, the Company and the ARC signed a termination and release agreement
in connection with the supply contract between the two parties. The agreement
provided for the Company to pay the ARC $600,000 and the release of any and all
claims that either party may have against the other, with certain exceptions.

        In March 2001, the Company signed a termination and release agreement
with Gambro BCT, effective November 2000, which ended the distribution and
development agreement. In consideration for the Company's inventory (net book
value at December 31, 2000 of $332,000) of products bearing Gambro's company
name, and by way of complete resolution of all issues outstanding between the
Company and Gambro, Gambro agreed to return 1,011,692 shares of common stock
with a fair market value at closing of $332,000.

        The termination of the purchase contract by the ARC and the distribution
and development agreement with Gambro had an adverse impact on the Company's
ability to generate revenues from the sale of the Company's r\LS product and on
the Company's supply contracts with manufacturers of key components to the r\LS.


Sale of the Non-Cash Assets of the Company

        On May 29, 2001, the Company sold substantially all of its non-cash
assets to Whatman BioScience Inc., a Massachusetts corporation ("Whatman") and a
subsidiary of Whatman plc, an English corporation ("Whatman plc"), pursuant to
the terms of an Asset Purchase Agreement by and among the Company, Whatman and
Whatman plc, dated as of February 3, 2001 and amended on April 2, 2001 (the
"Purchase Agreement").

        Under the terms of the Purchase Agreement, Whatman acquired
substantially all of the non-cash assets of the Company for consideration
consisting of (i) a $10 million dollar cash payment, which was paid to the
Company on May 29, 2001, (ii) a reimbursement amount which was finalized in the
third quarter at $6,944,000, effectively covering the net change in cash from
the ongoing operations of the Company's business from November 1, 2000 through
May 29, 2001 (the "Reimbursement Amount"), which was paid to the Company during
the third quarter of 2001, and (iii) a potential royalty payment in the amount
of 4% on sales by Whatman or its affiliates of filtration products using the
Company's technology. The royalty payments are subject to a maximum, aggregate
amount of $12 million dollars and are subject to certain reductions set forth in
that certain Royalty Agreement, dated as of May 29, 2001, by and among the
Company, Whatman and Whatman plc, including any damages and certain settlement
amounts paid by Whatman related to the Company's patent litigation with Pall
Corporation, as described below under "Part II - Item 1 - Legal Proceedings."

                                       7
<PAGE>

        The Company's board of directors is in the process of considering
various strategic business combinations and other transactions with a view
toward further enhancing stockholder value following consummation of the
transactions contemplated by the Purchase Agreement, which included, among other
alternatives, the merger of the Company with a private or public company or the
liquidation or dissolution of the Company.

        In connection with the sale of its non-cash assets, the Company recorded
a gain of approximately $11,963,000, which includes the $6,944,000 reimbursement
amount and is net of the payment of approximately $1,394,000 in costs and
expenses associated with completing the asset sale incurred in the second
quarter of fiscal 2001. An additional $1,106,000 of costs and expenses
associated with completing the asset sale were incurred in the first quarter of
fiscal 2001, with such costs and expenses included in discontinued operations.
The Company expects to incur a minimal tax liability (estimated to be no greater
than $100,000) in connection with the sale, as it believes it has sufficient
federal and state net operating loss carryforwards and tax credits to offset any
gains realized. The net book value of assets sold was $3,587,000. No value was
ascribed to the potential future royalties in recording the gain on this
transaction.


Continuing Operations for the three and nine months ended September 30, 2001 and
2000

        Due to the sale of substantially all of the Company's non-cash assets,
the only continuing operations consist of costs and expenses to operate the
resulting shell company and to investigate various strategic business
combinations and other transactions with a view toward maximizing stockholder
value. These costs and expenses include such items as consulting expenses,
general legal costs, corporate audit and tax fees, director and shareholder
expenses and general employee costs to assist in the orderly transition of the
Company's business in connection with the sale of the non-cash assets.

        Such expenses were $376,000 in the third quarter of 2001 compared to
$93,000 in the third quarter of 2000 and were $1,267,000 for the first nine
months of 2001 compared to $711,000 for the first nine months of 2000. The
increase in both the three and six month periods is primarily due to consulting
costs incurred in connection with efforts to identify potential strategic
business combinations. These increased costs were offset in part by lower
general legal and investor relation expenses in both periods.

Discontinued Operations

        The Company reported a loss from discontinued operations of $4,642,000
for the third quarter of 2000. As the sale of substantially all of the Company's
non-cash assets was completed in the second quarter of 2001, no loss from
discontinued operations was recorded in the third quarter of 2001. A majority of
the costs to develop production process improvements to its product were
incurred in the last half of fiscal 2000 and the first quarter of fiscal 2001.
Also contributing to the loss in fiscal 2000, were legal costs related to
patents due to the termination of the distribution and development agreement
with Gambro BCT, which agreement called for the collaboration by Gambro in the
funding of such costs.

        The Company reported a loss from discontinued operations of $6,119,000
for the first nine months of 2001 compared to $10,408,000 for the first nine
months of 2000. The reduction in the loss from discontinued operations for the
first nine months of 2001 is primarily due to lower research and development
costs in connection with the Company's only commercial product, the r\LS System.
In fiscal 2000, the Company incurred a significant amount of expenses in
connection with the formulation and design of process alternatives to support
the then expected increases in demand for the company's r\LS System. Such costs
were not incurred in the first nine months of 2001. The reductions in research
and development costs were offset by higher legal costs related to patents due
to the termination of the distribution and development agreement with Gambro
BCT, which agreement called for the collaboration by Gambro in the funding of
such costs.


Recent Accounting Pronouncements

        In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141 ("SFAS No. 141"), "Business
Combinations" and SFAS No. 142, "Goodwill and

                                       8
<PAGE>

Other Intangible Assets." SFAS No. 141 requires that all business combinations
be accounted for under the purchase method only, eliminating the
pooling-of-interests method and that certain acquired intangible assets in a
business combination be recognized as assets apart from goodwill. "SFAS No. 142"
requires, among other things, the discontinuance of goodwill amortization, which
is replaced with periodic tests of the goodwill's impairment and that intangible
assets other than goodwill be amortized over their useful lives. In addition,
the standard includes provisions for the reclassification of certain existing
recognized intangibles as goodwill, reassessment of the useful lives of existing
recognized intangibles, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill. SFAS No. 142
also requires the Company to complete a transitional goodwill impairment test
six months from the date of adoption. SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001 and for all business combinations
accounted for by the purchase method for which the date of acquisition is after
June 30, 2001. The provisions of SFAS No. 142 will be effective for fiscal years
beginning after December 15, 2001, and will thus be adopted by the Company, as
required on January 1, 2002. The Company does not believe that the
implementation of SFAS No. 141 and SFAS No. 142 will impact its historical
results.

        In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS 144 supercedes FASB Statement
No. 121 (SFAS 121), "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed of." SFAS 144 applies to all long-lived assets
(including discontinued operations) and consequently amends Accounting
Principles Board Opinion No. 30 (APB 30), "Reporting Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business." SFAS 144 is
effective for financial statements issued for fiscal years beginning after
December 15, 2001, and will thus be adopted by the Company, as required, on
January 1, 2002. Management is currently determining what effect, if any, SFAS
144 will have on its financial position and results of operations.

Liquidity and Capital Resources

        The net increase in cash and cash equivalents for the nine months ended
September 30, 2001 was $12,967,000. This increase is attributable primarily to
net cash provided by continuing operations of $4,064,000 and the net proceeds
from the sale of discontinued operations of $14,476,000 offset in part by net
cash used in discontinued operations of $5,573,000.

        Net cash provided by continuing operations is due primarily to net cash
provided by investing activities related to the net sale of available-for-sale
marketable securities of $5,510,000, offset in part by net cash used in
operating activities of $1,446,000.

        At September 30, 2001 the Company had approximately $16,200,000 in cash
and cash equivalents. The Company believes that its existing cash and cash
equivalents balances are adequate to meet the Company's needs for the next
several quarters.

        In April 2000, the Company was notified that the American Red Cross
("ARC"), the Company's largest customer, was suspending use of the Company's
r\LS System pending the outcome of an investigation of a small number of
non-critical adverse reactions in patients who had received a transfusion of
blood filtered with the r\LS. In September 2000, the Company was notified that
the ARC terminated its supply contract for the r\LS System based on the extended
period of time taken to prove product improvements resolved these reactions. In
August 2001, the Company and the ARC signed a termination and release agreement
in connection with the supply contract between the two parties. The agreement
provided for the Company to pay the ARC $600,000 and the release of any and all
claims that either party may have against the other, with certain exceptions.

        In November 2000, the Company was notified that Gambro intended to
terminate its distribution and development contract with the Company and in
March 2001, signed a termination and release agreement with Gambro, effective
November 2000, which ended the distribution and development agreement. In
consideration for the Company's inventory (net book value at December 31, 2000
of $332,000) of products bearing Gambro's company name, and by way of complete
resolution of all issues outstanding between the Company and Gambro, Gambro
agreed to return 1,011,692 shares of common stock with a fair market value at
closing of $332,000.

        The termination of the purchase contract by the ARC and the distribution
and development agreement

                                       9
<PAGE>

with Gambro, has had an adverse impact on both the Company's supply contracts
with manufacturers of key components to the r\LS and inventories it had built in
anticipation of expected increased demand for the Company's product.

        As discussed above, on May 29, 2001, the Company sold substantially all
of its non-cash assets to Whatman, a subsidiary of Whatman plc, pursuant to the
terms of the Purchase Agreement.

Item  3.       Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

                                       10
<PAGE>

                           PART II - OTHER INFORMATION

Item  1.       Legal Proceedings

        The Company is a defendant in a lawsuit brought by Pall Corporation
("Pall") in the United States District Court for the Eastern District of New
York regarding the Company's LeukoNet System, which is no longer made or sold by
the Company (the "Pall Litigation"). In a complaint filed in November 1996, Pall
alleged that the manufacture, use and/or sale of the LeukoNet System infringed
upon two patents held by Pall. Pall dropped its allegations concerning
infringement of one of the patents and alleges only that the LeukoNet System
infringed Pall's U.S. Patent No. 4,952,572 (the "`572 Patent").

        With respect to the allegations concerning the `572 Patent, the Company
answered the complaint stating that the LeukoNet System does not infringe any
claim of the asserted patents. Further, the Company counterclaimed for
declaratory judgment of invalidity, noninfringement and unenforceability of the
`572 Patent. Pall amended its complaint to add Lydall, Inc., whose subsidiary
supplied the filter media for the LeukoNet System, as a co-defendant. The
Company filed for summary judgment of non-infringement, and Pall cross-filed for
summary judgement of infringement at the same time. Lydall, Inc. supported the
Company's motion for summary judgment of non-infringement, and filed a motion
for summary judgment that the asserted claims of the `572 patent are invalid as
a matter of law. Discovery has been completed in the action. The Court held a
hearing on the summary judgment motions on April 18, 2000. On September 19,
2001, the Court granted the Company's motion finding that claims 48, 50 and 51
of the `572 patent were not infringed. The Court is now in the process of
determining if any outstanding issues remain to be decided. Pall has contended
that claim 37, 38 and 42 of the `572 patent have been asserted against the
Company. Pall has also moved the Court to reconsider its decision granting
summary judgment against the Company. The Company is opposing Pall's motion for
reconsideration and Pall's contention that additional claims are at issue, and
is awaiting the Court's decision on whether to enter final judgment in favor of
the Company.

        The Company and Gambro BCT, Inc. filed a complaint for declaratory
relief against Pall in the United States District Court of Colorado. The Company
and Gambro BCT seek declaratory relief that the `572 Patent, Pall's U.S. Patent
No. 5,451,321 (the "`321 Patent") and Pall's U.S. Patent No.'s 5,229,012,
5,344,561, 5,501,795 and 5,863,436 are invalid and not infringed by the
Company's r\LS System and methods of using the r\LS System. Pall moved to
dismiss or transfer to the Eastern District of New York or, in the alternative,
to stay this action. The Company and Gambro BCT opposed Pall's motion. On July
16, 1999, the United States District Court of Colorado denied Pall's motion to
transfer or, in the alternative, to stay the action. On September 30, 1999, the
Court denied Pall's motion to dismiss the action. On October 20, 1999, Pall
submitted a counterclaim alleging that the Company's r\LS System infringes its
patents that are the subject of the lawsuit and that the Company and Gambro BCT
tortiously interfered and unfairly competed with Pall's business. The Company
and Gambro BCT replied to Pall's counterclaim and denied Pall's allegations of
tortious interference, unfair competition and patent infringement.

        On July 13, 2000, Pall filed a Complaint in the United States District
Court for the District of Colorado against the Company, Gambro BCT, Inc. and
Gambro AB alleging that the Company's r\LS system infringes Pall's U.S. Patent
No. 6,086,770 (the "`770 Patent"). On August 11, 2000, this action was
consolidated with the earlier declaratory relief action in the United States
District Court for the District of Colorado. The Company, Gambro BCT, Inc. and
Gambro AB answered the complaint, denied the allegations of infringement and
submitted a counterclaim alleging that Pall's `770 patent is invalid, not
infringed and unenforceable. In September 2000, Pall answered the counterclaim
and denied the allegations of noninfringement, invalidity and unenforceability.

        On December 15, 2000, Pall filed a complaint against Filtertek, Inc.
("Filtertek") alleging that Filtertek, a subcontract manufacturer to the company
for the r\LS filter, infringes the seven above-mentioned Pall patents. Filtertek
answered the complaint on January 31, 2001, denied Pall's allegations of
infringement and asserted that the claims of the Pall patents are invalid and/or
unenforceable and that Pall is estopped from asserting infringement against
Filtertek by reason of Pall's prior conduct with Filtertek. This action has been
consolidated with the other actions pending in Colorado. Discovery is now
ongoing.

        The Company, with Filtertek's support, has moved for summary judgment
that the accused r\LS system

                                       11
<PAGE>

does not infringe, either literally or under the doctrine of equivalents, any of
the asserted claims of Pall's '572, '012, '561, or '796 patents. Pall moved to
adjourn the summary judgment motion or to postpone responding to the motion
until the expert reports are filed, which are presently due on September 10,
2001. The Court has not ruled on Pall's motion, and Pall has yet to respond to
the Company's summary judgment motion. On October 9, 2001, Pall moved to dismiss
the Colorado case based upon lack of subject matter jurisdiction. In its motion,
Pall provided the Company with a limited covenant not to sue the Company for
sales of certain prior r/LS systems on certain claims of the patents-in-suit.
The Company is currently considering the effect of Pall's covenant and any
potential opposition in this motion.

        On December 22, 2000, Gambro AB and Gambro BCT moved to dismiss the
consolidated actions based on a settlement agreement with Pall Corporation. On
January 10, 2001, the Court dismissed the action with respect to all claims
between Pall, Gambro BCT, and Gambro AB.

        On April 23, 1999, Pall filed a complaint against the Company and Gambro
BCT in the Eastern District of New York alleging that the Company's r\LS System
infringes Pall's `572 Patent and that the Company and Gambro BCT tortiously
interfered and unfairly competed with Pall's business. On May 19, 1999, Pall
amended its complaint and added Gambro, Gambro A.B. and Sepracor as defendants.
The Company and Gambro BCT have moved to dismiss, transfer or stay the action
and Pall has opposed the motion. On April 18, 2000, Pall moved, without
opposition from the defendants, to dismiss the action and the Court granted
Pall's motion.

        A prior lawsuit brought by Pall in February 1996 has concluded. In June
1999, the United States Court of Appeals for the Federal Circuit determined that
the LeukoNet System did not infringe claim 39 of the `321 Patent and Pall has
not appealed that decision.

        Under the terms of the Purchase Agreement entered into by and among the
Company and Whatman, Whatman assumed any and all obligations and liabilities of
the Company related to the Pall Litigation. However, any damages and certain
settlement amounts incurred by Whatman in connection with the Pall Litigation
may be offset by Whatman against any royalties owed by Whatman to the Company
pursuant to the terms of the Royalty Agreement described in Note 2 to the
Consolidated Financial Statements, and thus may reduce the amount of royalties
the Company may collect under the terms of the Royalty Agreement.

        The Company believes, based upon its review of these matters, that a
properly informed court should conclude that the manufacture, use and/or sale by
the Company or its customers of the LeukoNet System and the r\LS System do not
infringe any valid enforceable claim of the Pall patents. However, there can be
no assurance that the Company will prevail in the pending litigations, and an
adverse outcome in the Pall Litigation would have a material and adverse effect
on the Company's financial condition and its ability to collect royalties from
Whatman under the terms of the Royalty Agreement.

Item  2.       Changes in Securities and Use of Proceeds

None.

Item  3.       Defaults Upon Senior Securities

None.

Item  4.       Submission of Matters to a Vote of Security Holders

None.

Item  5.       Other Information

None.

Item  6.       Exhibits and Reports on Form 8-K

                                       12
<PAGE>

                                  EXHIBIT INDEX

        a) The following exhibits are filed as part of this Quarterly Report on
           Form 10-Q:



    Exhibit No.                                    Description
    -----------                                    -----------


            2.1(6)  Heads of Agreement, dated as of January 31, 1996, between
                    the Company and Novo Nordisk A/S.

            3.1(1)  Certificate of Incorporation of the Company.

            3.2(21) Certificate of Amendment of Certificate of Incorporation of
                    the Company.

            3.3     Certificate of Amendment of Certificate of Incorporation of
                    the Company.

            3.3(1)  By-Laws of the Company.

            4.1(1)  Specimen Certificate for shares of Common Stock, $.01 par
                    value, of the Company.

            4.2(9)  Registration Rights Agreement, dated January 23, 1997, by
                    and among the Company and Novo Nordisk A/S

            4.3(10) Registration Rights Agreement, dated as of September 15,
                    1998, between the Company and Sepracor.

            4.4(11) Warrant Agreement, dated as of September 15, 1998, between
                    the Company and Sepracor.

            4.5(11) Warrant Certificate, dated as of September 15, 1998, between
                    the Company and Sepracor.

            4.6(13) Registration Rights Agreement, dated as of March 23, 1999,
                    between the Company and Sepracor.

            4.7(13) Warrant Agreement, dated as of March 23, 1999, between the
                    Company and Sepracor.

            4.8(13) Warrant Certificate, dated as of March 23, 1999, between the
                    Company and Sepracor.

            4.9(14) Stock Subscription Agreement, dated as of May 3, 1999,
                    between the Company and COBE.

           4.10(14) Stockholder's Agreement, dated as of May 3, 1999, between
                    the Company and COBE.

           10.1(22) Amended and Restated 1994 Stock Option Plan.

           10.2(9)  1994 Director Option Plan.

           10.3(1)  Form of Technology Transfer and License Agreement between
                    the Company and Sepracor Inc.

            10.4(6) Lease Agreement for 140 Locke Drive, Marlborough, MA, dated
                    as of November 1995, between the Company and First Marlboro
                    Development Trust.

            10.5(4) Employment Agreement between the Company and Dr. Hans
                    Heiniger, dated January 10, 1994.

            10.6(7) Asset Purchase Agreement dated as of May 2, 1996 between the
                    Company,

                                       13
<PAGE>

    Exhibit No.                                    Description
    -----------                                    -----------

                    HemaPharm Inc., HMSR A/S and Novo Nordisk A/S.

            10.7(8) Restructuring Agreement, dated January 23, 1997, between the
                    Company, HemaPharm Inc., HMSR A/S and Novo Nordisk A/S.

            10.8(9) Convertible Subordinated Note Due December 31, 2001 in the
                    amount of U.S. $11,721,989, issued by the Company to Novo
                    Nordisk A/S, dated January 23, 1997.

            10.9(9) Amendment to the Company's 1994 Director Option Plan, dated
                    June 25, 1996.

           10.10(9) Amendment to the Company's 1994 Director Option Plan,
                    effective as of May 16, 1996.

           10.11(9) Amendment to the Company's 1994 Stock Option Plan, dated
                    June 25, 1996.

           10.12(9) Amendment to the Company's 1994 Stock Option Plan,
                    effective as of May 16, 1996.

           10.13(9) Sublease Agreement, between the Company and Novo Nordisk
                    A/S, dated May 2, 1996, for the Premises (Denmark), as
                    amended.

           10.14(9) Sublease Agreement between the Company and Novo Nordisk
                    A/S, dated May 2, 1996, for the Warehouse (Denmark), as
                    amended.

          10.15(12) Employment Agreement between the Company and John F.
                    McGuire, dated April 1, 1997.

          10.16(12) Settlement Agreement, dated September 1997, by and among
                    the Company, HMSR AB, HemaPharm Inc., Pharmacia & Upjohn
                    Inc. and Pharmacia & Upjohn AB.

          10.17(10) 1995 Employee Stock Purchase Plan, as amended.

          10.18(11) Revolving Credit and Security Agreement, dated as of
                    September 15, 1998, between the Company and Fleet National
                    Bank.

          10.19(11) Intellectual Property Security Agreement, dated as of
                    September 15, 1998, between the Company and Fleet National
                    Bank.

          10.20(11) Promissory Note, dated as of September 15, 1998, made by
                    the Company in favor of Fleet National Bank.

          10.21(11) Amended and Restated Master Strategic Alliance Agreement
                    between the Company and the American Red Cross.

          10.22(14) Senior Management Retention Agreement, dated as of
                    December 7, 1998, between the Company and John F. McGuire.

          10.23(14) Senior Management Retention Agreement, dated as of
                    December 15, 1998, between the Company and James B. Murphy.

          10.24(14) Senior Management Retention Agreement, dated as of
                    December 22, 1998, between the Company and Peter C.
                    Sutcliffe.

          10.25(13) Securities Purchase Agreement, dated as of March 23, 1999,
                    between the Company and Sepracor.

          10.26(14) Amended and Restated Exclusive Distribution Agreement,
                    dated as of May 3, 1999, between the Company and COBE.

                                       14
<PAGE>

    Exhibit No.                                    Description
    -----------                                    -----------

          10.27(15) Master Purchase Agreement, dated as of July 1, 1999,
                    between the Company and The American National Red Cross.

          10.28(16) Manufacturing and Supply Agreement, dated as of December
                    22, 1999, between the Company and Filtertek Inc.

          10.29(16) Supply and Assembly Agreement, dated as of January 31,
                    2000, between the Company and Command Medical Products Inc.

          10.30(16) Placement Agency Agreement, dated February 3, 2000,
                    between the Company and Warburg Dillon Read LLC.

          10.31(16) Form of Purchase Agreement, dated March 2, 2000.

          10.32(16) Schedule of purchasers which purchased shares of common
                    stock pursuant to the Form of Purchase Agreement set forth
                    in 10.31.

          10.33(17) Indemnification Agreement, dated as of July 13, 2000
                    between the Company and Ahlstrom Technical Specialties LLC.

          10.34(18) Termination of Supply and Assembly Agreement and Release,
                    dated as of December 8, 2000, by and between the Company and
                    Command.

          10.35(18) Amendment No. 1 to Manufacturing and Supply Agreement,
                    dated as of September 21, 2000, by and between the Company
                    and Filtertek.

          10.36(18) Amendment No. 2 to Manufacturing and Supply Agreement,
                    dated as of December 15, 2000, by and between the Company
                    and Filtertek.

          10.37(18) Termination and Release Agreement, dated as of March 5,
                    2001, by and between the Company and Gambro.

          10.38(19) Asset Purchase Agreement, dated as of February 3, 2001,
                    by and between the Company, Whatman and Whatman plc.

          10.39(20) Amendment to Asset Purchase Agreement, dated as of April
                    2, 2001, by and between the Company, Whatman and Whatman
                    plc.

          10.40(20) Royalty Agreement, dated as of May 29, 2001, by and
                    among the Company, Whatman and Whatman plc.


            10.41   Termination and Release, dated as of August 17, 2001,
                    by and between The American National Red Cross, and the
                    Company.

            10.42   Employment Agreement, made effective May 29, 2001, by and
                    between the Company and John F. McGuire

            10.43   Employment Agreement, made effective May 29, 2001, by and
                    between the Company and James B. Murphy.

            10.44   Employment Agreement, made effective May 29, 2001, by and
                    between the Company and Peter C. Sutcliffe.

            10.45   Consulting Agreement, entered into as of January 1, 2001, by
                    and between the

                                       15
<PAGE>

    Exhibit No.                                    Description
    -----------                                    -----------

                    Company and Summit Roundtable.


           21.1(12) Subsidiaries of the Company.


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


(1)           Incorporated herein by reference to the Company's Registration
              Statement on Form S-1, as amended (File No. 33-75930).

(2)           Incorporated herein by reference to the Company's Annual Report on
              Form 10-K for the year ended December 31, 1994.

(3)           Incorporated herein by reference to the Company's Quarterly Report
              on Form 10-Q for the quarter ended March 31, 1995.

(4)           Incorporated herein by reference to the Company's Registration
              Statement on Form S-1, as amended (File No. 33-95540).

(5)           Incorporated herein by reference to the Company's Quarterly Report
              on Form 10-Q for the quarter ended September 30, 1994.

(6)           Incorporated herein by reference to the Company's Annual Report on
              Form 10-K for the year ended December 31, 1995.

(7)           Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended March 31, 1996.

(8)           Incorporated by reference to the Company's Current Report on Form
              8-K filed with the Securities and Exchange Commission on February
              27, 1997.

(9)           Incorporated by reference to the Company's Annual Report on Form
              10-K for the year ended December 31, 1996.


(10)          Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended June 30, 1998.

(11)          Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended September 30, 1998.

(12)          Incorporated by reference to the Company's Annual Report on Form
              10-K for the year ended December 31, 1997.

(13)          Incorporated by reference to the Company's Annual Report on Form
              10-K for the year ended December 31, 1998.

(14)          Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended March 31, 1999.

(15)          Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended June 30, 1999.

(16)          Incorporated by reference to the Company's Annual Report on Form
              10-K for the year ended December 31, 1999.

(17)          Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended June 30, 2000.

                                       16
<PAGE>

(18)          Incorporated by reference to the Company's Annual Report on Form
              10-K for the year ended December 31, 2000.

(19)          Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended March 31, 2001.

(20)          Incorporated by reference to the Company's Definitive Proxy
              Statement on Schedule 14A filed on April 27, 2001.

(21)          Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended June 30, 2001.

(22)          Incorporated by reference to the Company's Definitive Proxy
              Statement on Schedule 14A filed on May 24, 1999.

-----------



        b) Reports on Form 8-K

        The Company filed the following reports on Form 8-K during the second
        quarter ended March 31, 2001:

        Form 8-K dated June 6, 2001 Item 2. Acquisition or Disposition of
        Assets.

                The Form 8-K reported the completed sale of substantially all of
                the non-cash assets of the Company to Whatman BioScience Inc.



                                       17

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                HMSR Inc.


Date:      November 14, 2001                    /s/ John F. McGuire
                                                --------------------------------
                                                John F. McGuire, III
                                                         Executive Officer
                                                   (Principal Executive Officer)


Date:      November 14, 2001                    /s/ James B. Murphy
                                                --------------------------------
                                                James B. Murphy
                                                         Executive Officer
                                                   (Principal Executive Officer)


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                                  EXHIBIT INDEX


    Exhibit No.       Description
    -----------       -----------


            2.1(6)  Heads of Agreement, dated as of January 31, 1996, between
                    the Company and Novo Nordisk A/S.

            3.1(1)  Certificate of Incorporation of the Company.

            3.2(21) Certificate of Amendment of Certificate of Incorporation of
                    the Company.

            3.3     Certificate of Amendment of Certificate of Incorporation of
                    the Company.

            3.3(1)  By-Laws of the Company.

            4.1(1)  Specimen Certificate for shares of Common Stock, $.01 par
                    value, of the Company.

            4.2(9)  Registration Rights Agreement, dated January 23, 1997, by
                    and among the Company and Novo Nordisk A/S

            4.3(10) Registration Rights Agreement, dated as of September 15,
                    1998, between the Company and Sepracor.

            4.4(11) Warrant Agreement, dated as of September 15, 1998, between
                    the Company and Sepracor.

            4.5(11) Warrant Certificate, dated as of September 15, 1998, between
                    the Company and Sepracor.

            4.6(13) Registration Rights Agreement, dated as of March 23, 1999,
                    between the Company and Sepracor.

            4.7(13) Warrant Agreement, dated as of March 23, 1999, between the
                    Company and Sepracor.

            4.8(13) Warrant Certificate, dated as of March 23, 1999, between the
                    Company and Sepracor.

            4.9(14) Stock Subscription Agreement, dated as of May 3, 1999,
                    between the Company and COBE.

           4.10(14) Stockholder's Agreement, dated as of May 3, 1999, between
                    the Company and COBE.

           10.1(22) Amended and Restated 1994 Stock Option Plan.

           10.2(9)  1994 Director Option Plan.

           10.3(1)  Form of Technology Transfer and License Agreement between
                    the Company and Sepracor Inc.

            10.4(6) Lease Agreement for 140 Locke Drive, Marlborough, MA, dated
                    as of November 1995, between the Company and First Marlboro
                    Development Trust.


<PAGE>

    Exhibit No.                                    Description
    -----------                                    -----------


            10.5(4) Employment Agreement between the Company and Dr. Hans
                    Heiniger, dated January 10, 1994.

            10.6(7) Asset Purchase Agreement dated as of May 2, 1996 between the
                    Company, HemaPharm Inc., HMSR A/S and Novo Nordisk A/S.

            10.7(8) Restructuring Agreement, dated January 23, 1997, between the
                    Company, HemaPharm Inc., HMSR A/S and Novo Nordisk A/S.

            10.8(9) Convertible Subordinated Note Due December 31, 2001 in the
                    amount of U.S. $11,721,989, issued by the Company to Novo
                    Nordisk A/S, dated January 23, 1997.

            10.9(9) Amendment to the Company's 1994 Director Option Plan, dated
                    June 25, 1996.

           10.10(9) Amendment to the Company's 1994 Director Option Plan,
                    effective as of May 16, 1996.

           10.11(9) Amendment to the Company's 1994 Stock Option Plan, dated
                    June 25, 1996.

           10.12(9) Amendment to the Company's 1994 Stock Option Plan,
                    effective as of May 16, 1996.

           10.13(9) Sublease Agreement, between the Company and Novo Nordisk
                    A/S, dated May 2, 1996, for the Premises (Denmark), as
                    amended.

           10.14(9) Sublease Agreement between the Company and Novo Nordisk
                    A/S, dated May 2, 1996, for the Warehouse (Denmark), as
                    amended.

          10.15(12) Employment Agreement between the Company and John F.
                    McGuire, dated April 1, 1997.

          10.16(12) Settlement Agreement, dated September 1997, by and among
                    the Company, HMSR AB, HemaPharm Inc., Pharmacia & Upjohn
                    Inc. and Pharmacia & Upjohn AB.

          10.17(10) 1995 Employee Stock Purchase Plan, as amended.

          10.18(11) Revolving Credit and Security Agreement, dated as of
                    September 15, 1998, between the Company and Fleet National
                    Bank.

          10.19(11) Intellectual Property Security Agreement, dated as of
                    September 15, 1998, between the Company and Fleet National
                    Bank.

          10.20(11) Promissory Note, dated as of September 15, 1998, made by
                    the Company in favor of Fleet National Bank.

          10.21(11) Amended and Restated Master Strategic Alliance Agreement
                    between the Company and the American Red Cross.

          10.22(14) Senior Management Retention Agreement, dated as of
                    December 7, 1998, between the Company and John F. McGuire.

          10.23(14) Senior Management Retention Agreement, dated as of
                    December 15, 1998,


<PAGE>

    Exhibit No.                                    Description
    -----------                                    -----------


                    between the Company and James B. Murphy.

          10.24(14) Senior Management Retention Agreement, dated as of
                    December 22, 1998, between the Company and Peter C.
                    Sutcliffe.

          10.25(13) Securities Purchase Agreement, dated as of March 23, 1999,
                    between the Company and Sepracor.

          10.26(14) Amended and Restated Exclusive Distribution Agreement,
                    dated as of May 3, 1999, between the Company and COBE.

          10.27(15) Master Purchase Agreement, dated as of July 1, 1999,
                    between the Company and The American National Red Cross.

          10.28(16) Manufacturing and Supply Agreement, dated as of December
                    22, 1999, between the Company and Filtertek Inc.

          10.29(16) Supply and Assembly Agreement, dated as of January 31,
                    2000, between the Company and Command Medical Products Inc.

          10.30(16) Placement Agency Agreement, dated February 3, 2000,
                    between the Company and Warburg Dillon Read LLC.

          10.31(16) Form of Purchase Agreement, dated March 2, 2000.

          10.32(16) Schedule of purchasers which purchased shares of common
                    stock pursuant to the Form of Purchase Agreement set forth
                    in 10.31.

          10.33(17) Indemnification Agreement, dated as of July 13, 2000
                    between the Company and Ahlstrom Technical Specialties LLC.

          10.34(18) Termination of Supply and Assembly Agreement and Release,
                    dated as of December 8, 2000, by and between the Company and
                    Command.

          10.35(18) Amendment No. 1 to Manufacturing and Supply Agreement,
                    dated as of September 21, 2000, by and between the Company
                    and Filtertek.

          10.36(18) Amendment No. 2 to Manufacturing and Supply Agreement,
                    dated as of December 15, 2000, by and between the Company
                    and Filtertek.

          10.37(18) Termination and Release Agreement, dated as of March 5,
                    2001, by and between the Company and Gambro.

          10.38(19) Asset Purchase Agreement, dated as of February 3, 2001,
                    by and between the Company, Whatman and Whatman plc.

          10.39(20) Amendment to Asset Purchase Agreement, dated as of April
                    2, 2001, by and between the Company, Whatman and Whatman
                    plc.

          10.40(20) Royalty Agreement, dated as of May 29, 2001, by and
                    among the Company, Whatman and Whatman plc.



<PAGE>

    Exhibit No.                                    Description
    -----------                                    -----------



            10.41   Termination and Release, dated as of August 17, 2001,
                    by and between The American National Red Cross, and the
                    Company.

            10.42   Employment Agreement, made effective May 29, 2001, by and
                    between the Company and John F. McGuire

            10.43   Employment Agreement, made effective May 29, 2001, by and
                    between the Company and James B. Murphy.

            10.44   Employment Agreement, made effective May 29, 2001, by and
                    between the Company and Peter C. Sutcliffe.

            10.45   Consulting Agreement, entered into as of January 1, 2001, by
                    and between the Company and Summit Roundtable.

           21.1(12) Subsidiaries of the Company.


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


(1)           Incorporated herein by reference to the Company's Registration
              Statement on Form S-1, as amended (File No. 33-75930).

(2)           Incorporated herein by reference to the Company's Annual Report on
              Form 10-K for the year ended December 31, 1994.

(3)           Incorporated herein by reference to the Company's Quarterly Report
              on Form 10-Q for the quarter ended March 31, 1995.

(4)           Incorporated herein by reference to the Company's Registration
              Statement on Form S-1, as amended (File No. 33-95540).

(5)           Incorporated herein by reference to the Company's Quarterly Report
              on Form 10-Q for the quarter ended September 30, 1994.

(6)           Incorporated herein by reference to the Company's Annual Report on
              Form 10-K for the year ended December 31, 1995.

(7)           Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended March 31, 1996.

(8)           Incorporated by reference to the Company's Current Report on Form
              8-K filed with the Securities and Exchange Commission on February
              27, 1997.

(9)           Incorporated by reference to the Company's Annual Report on Form
              10-K for the year ended December 31, 1996.

(10)          Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended June 30, 1998.


<PAGE>

(11)          Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended September 30, 1998.

(12)          Incorporated by reference to the Company's Annual Report on Form
              10-K for the year ended December 31, 1997.

(13)          Incorporated by reference to the Company's Annual Report on Form
              10-K for the year ended December 31, 1998.

(14)          Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended March 31, 1999.

(15)          Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended June 30, 1999.

(16)          Incorporated by reference to the Company's Annual Report on Form
              10-K for the year ended December 31, 1999.

(17)          Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended June 30, 2000.

(18)          Incorporated by reference to the Company's Annual Report on Form
              10-K for the year ended December 31, 2000.

(19)          Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended March 31, 2001.

(20)          Incorporated by reference to the Company's Definitive Proxy
              Statement on Schedule 14A filed on April 27, 2001.

(21)          Incorporated by reference to the Company's Quarterly Report on
              Form 10-Q for the quarter ended June 30, 2001.

(22)          Incorporated by reference to the Company's Definitive Proxy
              Statement on Schedule 14A filed on May 24, 1999.

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