<PAGE>


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

                For the quarterly period ended December 31, 2000

                                       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 000-22653

                  COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                                     Florida
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   65-0353816
                                  ------------
                        (IRS Employer Identification No.)

           32 NASSAU STREET, SECOND FLOOR, PRINCETON, NEW JERSEY 08542
          -------------------------------------------------------------
                    (Address of principal executive offices)

                                  609-924-1001
                                 --------------
                           (Issuer's telephone number)

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

      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 [X] No [ ]

                State the number of shares outstanding of each of
             the issuer's classes of common equity, as of the latest
            practicable date. As of December 31, 2000 the registrant
          had issued and outstanding 12,675,369 shares of common stock.

           Transitional Small Business Disclosure Format (check one);


<PAGE>

                                 Yes [ ] No [X]

Part I.           FINANCIAL INFORMATION

Item 1.           Financial Statements

<TABLE>
<S>                                                                          <C>
Condensed Consolidated Balance Sheet as of
         December 31, 2000.................................................   2

Condensed Consolidated Statements of Operations for the Six Months
         Ended December 31, 2000 and 1999 (unaudited)......................   3

Condensed Consolidated Statements of Cash Flows for the Six Months
         Ended December 31, 2000 and 1999 (unaudited)......................   4

Condensed Consolidated Statement of Stockholders' Equity for the
         Six Months Ended December 31, 2000 (unaudited)....................   6

Notes to the Financial Statements..........................................   7

Item 2.  Management's Discussion and Analysis or Plan
         of Operations.....................................................   15

Part II. OTHER INFORMATION

Signatures.................................................................   18


</TABLE>



<PAGE>


             COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC. AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED BALANCE SHEET
                                   DECEMBER 31, 2000

<TABLE>
<CAPTION>
<S>                                                                                  <C>
     Assets
Current Assets
     Cash                                                                             $     9,071
     Accounts Receivable                                                                  752,023
     Prepaid Expenses                                                                     211,815
                                                                                      -----------
          Total Current Assets                                                            972,909

Property and Equipment, Net of $157,286 accumulated depreciation                        1,439,464
Goodwill, Net of accumulated amortization of $48,506                                    3,867,969
Deferred Costs                                                                            173,703
                                                                                      -----------
          Total Assets                                                                  6,454,045
                                                                                      ===========

       Liabilities and Stockholders Equity
Current Liabilities
       Accounts Payable and Accrued Expenses                                            1,166,391
       Promissory Note Payable                                                            350,000
       Note Payable, Demand                                                               257,935
       Current Portion of Acquisition Indebtedness                                        246,279
       Current Portion of Long Term Debt                                                  181,746
       Current Portion of Capitalized Lease Obligations                                    74,866
       Notes Payable - Affiliates                                                         198,080
                                                                                      -----------
           Total Current Liabilities                                                    2,475,297
       Promissory Notes Payable                                                           125,000
       Acquisition Indebtedness, Less Current Portion                                     443,415
       Long Term Debt                                                                     122,650
       Capitalized Lease Obligations                                                      279,319
       8% Convertible Notes Payable                                                       676,810
                                                                                      -----------
           Total Liabilities                                                            4,122,491
Stockholders' Equity
       Series A Convertible Preferred Stock, $.001 par value, 30,000,000
           shares authorized 5,850,000 issued and outstanding                               5,850
       Common Stock, $.001 par value 50,000,000 shares authorized
           12,678,694 shares issued and 12,675,369 shares outstanding                      12,678
       Additional Paid In Capital                                                      12,156,429
       Treasury Stock, 3,325 shares at cost                                               (64,941)
       Accumulated Deficit                                                             (9,778,462)
                                                                                      -----------

           Total Stockholders' Equity                                                   2,331,554
                                                                                      -----------

       Total Liabilities and Stockholders' Equity                                     $ 6,454,045
                                                                                      ===========

</TABLE>


See notes to the condensed consolidated financial statements.


                                                                             2

<PAGE>

             COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                                        Three Months Ended                  Six Months Ended
                                                                           December 31                         December 31,
                                                                   ----------------------------      -----------------------------
                                                                      2000              1999            2000              1999
                                                                   ----------        ----------      -----------       -----------
<S>                                                                <C>               <C>             <C>               <C>
Revenues                                                           $  890,282        $        -      $ 1,449,403       $         -
                                                                   ----------        ----------      -----------       -----------

Selling, General and Administrative Expenses                        1,718,907                 -        2,616,720                 -
Depreciation and Amortization                                          49,395                 -          174,692                 -
                                                                   ----------        ----------      -----------       -----------
       Total                                                        1,768,302                 -        2,791,412                 -

Operating Loss                                                       (878,020)                -       (1,342,009)                -

Other Expense                                                                                                                    -
       Interest                                                        97,617                 -          141,739                 -
                                                                   ----------        ----------      -----------       -----------

Loss From Continuing Operations                                      (975,637)                -       (1,483,748)                -

Loss From Discontinued Operations (net of $0 tax effect)                    -          (978,623)         (98,420)       (1,405,138)
                                                                   ----------        ----------      -----------       -----------

Loss Before Minority Interest                                        (975,637)         (978,623)      (1,582,168)       (1,405,138)

Loss Applicable to Minority Interest                                        -           195,725                -           281,028
                                                                   ----------        ----------      -----------       -----------

       Net Loss                                                      (975,637)         (782,898)     $(1,582,168)      $(1,124,110)
                                                                   ==========        ==========      ===========       ===========

Net Loss Per Common Share from Continuing Operations               $    (0.15)       $       -       $     (0.23)      $         -

Net Loss Per Common Share from Discontinued
Operations                                                                  -             (0.12)           (0.02)            (0.17)
                                                                   ----------        ----------      -----------       -----------

Net Loss Per Common Share                                          $    (0.15)       $    (0.12)     $     (0.25)      $     (0.17)
                                                                   ==========        ==========      ===========       ===========

Weighted Average Common Shares Outstanding                          6,469,431         6,469,431        6,469,431         6,469,431
                                                                   ==========        ==========      ===========       ===========


</TABLE>

See notes to the condensed consolidated financial statements.

                                                                            3

<PAGE>

                 COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED COMPARATIVE STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                Six Months Ended
                                                                                                  December 31,
                                                                                          -----------------------------
                                                                                              2000             1999
                                                                                          -----------       -----------
<S>                                                                                       <C>               <C>
Cash Flows from Operating Activities
       Operating Activities:
         Net Loss                                                                         $(1,582,168)      $(1,124,110)
         Adjustments to Reconcile Net Loss to Net Cash Provided (Used) by
            Operating Activities
                Depreciation and Amortization                                                 174,692           240,683
                Amortization of Debt Issuance Costs                                                 -           921,145
         Compensation and Other Services Paid Through Issuance of Common
         Stock                                                                                423,750           190,312
            Loss Attributable to Minority Interest                                                  -          (281,028)

Changes in Operating Assets and Liabilities
       Accounts Receivable                                                                   (752,023)         (113,853)
       Inventories                                                                                  -           100,931
       Prepaid Expenses                                                                      (211,815)                -
       Other Assets                                                                            43,477            12,305
       Accounts Payable and Current Liabilities                                             1,061,988           107,506
                                                                                          -----------       -----------
         Net Cash (Used In) Provided By Operating Activities                                 (842,099)           53,891
Cash Flows From Investing Activities
       Net Cash From Reverse Acquisition                                                            -            76,994
       Purchase of Property and Equipment                                                    (817,063)                -
       Purchase of Goodwill                                                                (2,771,452)                -
       Deferred Costs                                                                        (173,703)                -
       Repayment of Acquisition Indebtedness                                                  (54,800)                -
       Repayment of Long Term Debt                                                            (68,519)                -
       Repayment of Capitalized Lease Operations                                              (28,447)                -
                                                                                          -----------       -----------
         Net Cash (Used In) Provided by Investing Activities                               (3,913,984)           76,994
Cash Flows From Financing Activities
       Capital Contribution                                                                         -               100
       Net Borrowings In Long Term Debt                                                             -             1,741
       Proceeds From Demand Note Payable                                                      257,935                 -
       Proceeds From Acquisition Indebtedness                                                 913,384                 -
       Proceeds From Long Term Debt                                                           372,915                 -
       Proceeds From Capitalized Lease Obligations                                            382,632                 -
       Proceeds From Promissory Notes Payable                                                 475,000                 -
       Proceeds From Notes Payable Affiliate                                                  898,080                 -
       Issuance of Common Shares                                                            1,455,191                 -
                                                                                          -----------       -----------
         Net Cash Provided By Financing Activities                                          4,755,137             1,841
Net (Decrease) Increase in Cash                                                                  (946)          132,726
Cash Beginning of Period                                                                       10,017                 -
                                                                                          -----------       -----------
Cash, End of Period                                                                       $     9,071       $   132,726
                                                                                          ===========       ===========

</TABLE>

See notes to the condensed consolidated financial statements.

                                                                              4

<PAGE>

                 COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC. AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                              Six Months Ended
                                                                                                 December 31,
                                                                                         --------------------------
                                                                                            2000             1999
                                                                                         ----------         -------
<S>                                                                                      <C>                <C>
Supplemental Disclosure of Cash Flow Information
       Interest Paid                                                                     $  141,739         $19,545
                                                                                         ==========         =======
       Income Taxes Paid                                                                 $        -         $     -
                                                                                         ==========         =======

Supplemental Schedule of Non-Cash Investing and Finance Activities
       Issuance of 3,000,000 Preferred Shares for the Common Shares of
         The Comprehensive Medical Group, Ltd.                                            1,125,000               -
       Issuance of 2,500,000 Preferred Shares in Exchange for the Assets of
         CAT, a New York Limited Liability Company                                          937,500               -
       Issuance of 250,000 Preferred Shares for Long Term Consulting
         Agreement                                                                           93,750               -
       Issuance of 100,000 Preferred Shares as Incentive Compensation                        37,500               -
       Issuance of 8,167,451Common Shares Upon Conversion of 8%
         Convertible Note                                                                   253,190               -
       Issuance of 843,373 Common Shares in Exchange for Forgiveness of
       Indebtedness to Affiliates                                                           700,000               -
       Issuance of 780,000 Common Shares for Consulting Service                             292,500               -
       Issuance of 300,000Common Shares Pursuant to Settlement Agreement
       and Forgiveness of Indebtedness                                                      425,000               -
                                                                                         ----------         -------
         Total                                                                           $3,864,440         $     -
                                                                                         ==========         =======


</TABLE>


See notes to the condensed consolidated financial statements.

                                                                            5

<PAGE>

                 COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                SIX MONTHS ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>


                                                                                Preferred Stock       Common Stock      Additional
                                                                              ------------------  -------------------    Paid In
                                                                                Shares    Amount    Shares     Amount    Capital
                                                                              ---------   ------  ----------  -------  -----------
<S>                                                                           <C>         <C>     <C>         <C>      <C>
Balance, June 30, 2000                                                                -   $    -     263,493  $   263  $ 6,855,063

Preferred Stock Issuances
   In Exchange for the Common Shares of The Comprehensive Medical Group, Ltd. 3,000,000    3,000           -        -    1,122,000
   In Exchange for the Assets of CAT, a New York Limited Liability Company    2,500,000    2,500           -        -      935,000
   For Long-Term Consulting Agreement                                           250,000      250           -        -       93,500
   As Incentive Compensation                                                    100,000      100           -        -       37,400
Common Stock Issuances
   Pursuant to Private Placement Offering                                             -        -   2,106,024    2,106    1,745,894
   Resulting from Note Conversion                                                     -        -   8,167,451    8,168      245,022
   In Exchange for Forgiveness of Indebtedness                                        -        -     843,373      843      699,157
   For Consulting Services                                                            -        -     780,000      780      291,720
   Pursuant to Settlement Agreement and in Forgiveness of Indebtedness                -        -     300,000      300      424,700
   Fees Incidental to Private Placement                                               -        -     218,353      218         (218)
   Fees and Costs Incurred Incidental to Private Placement                            -        -           -        -     (111,159)
   Commissions Paid Incidental to Private Placement                                   -        -           -        -     (181,650)
Net Loss                                                                              -        -           -        -            -
                                                                              ---------   ------  ----------  -------  -----------
Balance, September 30, 2000                                                   5,850,000   $5,850  12,678,694  $12,678  $12,156,429
                                                                              =========   ======  ==========  =======  ===========

<CAPTION>

                                                                                             Treasury Stock
                                                                              Accumulated   ----------------
                                                                                Deficit     Shares   Amount       Total
                                                                              -----------   ------  --------   -----------
<S>                                                                           <C>           <C>     <C>        <C>
Balance, June 30, 2000                                                        $(8,196,294)   3,325  $(64,941)  $(1,405,909)

Preferred Stock Issuances
   In Exchange for the Common Shares of The Comprehensive Medical Group, Ltd.           -        -         -     1,125,000
   In Exchange for the Assets of CAT, a New York Limited Liability Company              -        -         -       937,500
   For Long-Term Consulting Agreement                                                   -        -         -        93,750
   As Incentive Compensation                                                            -        -         -        37,500
Common Stock Issuances
   Pursuant to Private Placement Offering                                               -        -         -     1,748,000
   Resulting from Note Conversion                                                       -        -         -       253,190
   In Exchange for Forgiveness of Indebtedness                                          -        -         -       700,000
   For Consulting Services                                                              -        -         -       292,500
   Pursuant to Settlement Agreement and in Forgiveness of Indebtedness                  -        -         -       425,000
   Fees Incidental to Private Placement                                                 -        -         -             -
   Fees and Costs Incurred Incidental to Private Placement                              -        -         -      (111,159)
   Commissions Paid Incidental to Private Placement                                     -        -         -      (181,650)
Net Loss                                                                       (1,582,168)       -         -    (1,582,168)
                                                                              -----------    -----  --------   -----------
                                                                              $(9,778,462)   3,325  $(64,941)  $ 2,331,554
Balance, September 30, 2000                                                   ===========    =====  ========   ===========


</TABLE>

See notes to the condensed consolidated financial statements.

                                                                            6

<PAGE>

         COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NATURE OF BUSINESS

   Comprehensive Medical Diagnostics Group, Inc. ("Medical Diagnostics") was
   incorporated in Florida on August 17, 1992. Prior to June 30, 2000 its
   financial statements included the continuing operations of its wholly owned
   subsidiaries, Industrial Fabrication & Repair, Inc. ("IFR") and PeopleFirst
   Staffing LLC ("PeopleFirst"). On September 7, 1999 Medical Diagnostics and
   PeopleFirst consummated certain transactions pursuant to a Share Exchange
   Agreement whereby PeopleFirst became an 80% subsidiary of Medical
   Diagnostics. The Exchange was treated for accounting purposes as a "purchase
   business combination" and a "reverse acquisition" effective as of September
   1, 1999 in which Medical Diagnostics was the legal acquirer and PeopleFirst
   was the accounting acquirer.

   On April 29, 2000 Medical Diagnostics discontinued the operations of IFR and
   on June 29, 2000 discontinued the administrative services operations and
   commenced a liquidation of the remaining assets and liabilities of
   PeopleFirst (see DISCONTINUED OPERATIONS).

   As further explained below (see BUSINESS ACQUISITIONS), as a result of the
   acquisitions discussed therein, Medical Diagnostics has changed its focus and
   strategy to concentrate on becoming a provider of medical treatment,
   diagnostic testing and ancillary services to the long-term healthcare
   business sector and the medical community at large.

UNAUDITED FINANCIAL STATEMENTS

   In the opinion of management, the accompanying unaudited condensed
   consolidated financial statements reflect all adjustments, consisting of
   normal recurring accruals, necessary to present fairly the financial position
   of Comprehensive Medical Diagnostics Group, Inc. and its subsidiaries
   (collectively, the "Company") as of December 31, 2000 and their results of
   operations, changes in stockholders' equity and cash flows for the six months
   ended December 31, 2000 and 1999. Certain terms used herein are defined in
   the audited consolidated financial statements of the Company as of June 30,
   2000 and for the years ended June 30, 2000 and 1999 (the "Audited Financial
   Statements") included in the Company's Annual Report on Form 10-KSB (the
   "Form 10KSB") for the year ended June 30, 2000 that was previously filed with
   the United States Securities and Exchange Commission (the "SEC"). Pursuant to
   rules and regulations of the SEC, certain information and disclosures
   normally included in financial statements prepared in accordance with
   generally accepted accounting principles have been condensed or omitted from
   these consolidated financial statements unless significant changes have taken
   place since the end of the most recent fiscal year. Accordingly, these
   unaudited condensed consolidated financial statements should be read in
   conjunction with the Audited Financial Statements and the other information
   also included in the Form 10-KSB.

   The results of the Company's operations for the six months ended December 31,
   2000 and 1999 are not necessarily indicative of the results of operations for
   the full year ending June 30, 2001.

BUSINESS ACQUISITIONS

   Cardiovascular Laboratories Holding, Inc.

   As of July 27, 2000 the Company, through its wholly owned subsidiary,
   Cardiovascular Laboratories Holding, Inc. ("CLH") acquired the assets and
   assumed the liabilities of Cardiovascular, LLC ("CLI") which, on May 31, 2000
   acquired the assets (including inventory, equipment, machinery, and
   contractual and other rights and certain accounts receivable) and assumed
   certain liabilities of Cardiovascular Laboratories, Inc. of PA ("CLP"). The
   transaction between CLI and CLP closed in escrow, which escrow was maintained
   after the closing between CLH and CLI, pending the assignment and assumption
   of certain equipment leases and financing contracts by CLH.



                                                                              7

<PAGE>

         COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As consideration for the acquisition of CLI, CLH assumed CLI's obligations under
a seller note to CLP to pay $684,000 over a period of three years subject to
reduction should certain monthly revenue levels not be attained and also assumed
CLI's obligations under certain leases, financing agreements and trade
obligations.

   CLH specializes in the provision of non-invasive cardiovascular imaging and
   the turnkey management of fixed sight vascular and ecocardiographic
   ultrasound laboratories.

   Comprehensive Medical Group, Ltd.

   As of July 25, 2000, the Company entered into an Agreement and Plan of
   Reorganization with The Comprehensive Medical Group, Ltd ("CMG"). The Company
   issued 3,000,000 shares of its Series A Convertible Preferred Stock to CMG's
   shareholders in exchange for all issued and outstanding stock of CMG.

   CMG intends to provide health and wellness management services for employee
   assistance programs, human resource departments and labor unions; and to
   design and operate a kiosk based point of purchase medical marketing program
   called "The Wellness Shop"; and to design and operate a website called
   "Leaseonlife.com" to provide interactive health and wellness analysis,
   treatment content and management tools.

   Diagnostic Management Group Holdings, Inc.

   As of August 2, 2000, the Company through its wholly owned subsidiary,
   Diagnostic Management Group Holdings, Inc. ("DMG") acquired the assets of
   CAT, a New York limited liability company.

   The purchase price for CAT's assets was $1,100,000 in cash and 2,500,000
   shares of the Company's Series A Convertible Preferred Stock. DMG acquired
   all inventory equipment, machinery, contractual and other rights, and certain
   accounts receivable, also assuming certain equipment leases and trade
   payables.

   DMG manages the operation of a medical diagnostic cardiological and
   neurological testing services and tele-medicine of CAT - ECG PC, a New York
   professional corporation.

DISCONTINUED OPERATIONS

   On April 1, 2000 the Company discontinued its manufacturing operations by
   agreeing to sell IFR back to its previous owner in exchange for 3,325 shares
   of the Company's common stock with a fair value of approximately $64,941 (or
   $19.53 per share). The shares reacquired have been reflected as treasury
   stock in the accompanying condensed consolidated balance sheet. On June 29,
   2000, the Board of Directors, and a majority of the stockholders of the
   Company approved the adoption of a plan to effectively (i) discontinue the
   administrative services operations of PeopleFirst through the return of the
   right to operate its business to its previous owners in exchange for their
   agreement to relieve the Company of all obligations arising from such
   operations and (ii) liquidate the remaining assets and liabilities of
   PeopleFirst. Accordingly, the results of the Company's manufacturing and
   administrative services operations are reported, and as to 1999 reclassified,
   as a loss from discontinued operations in the accompanying condensed
   consolidated statement of operations.


                                                                              8

<PAGE>

         COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Revenue and loss from discontinued operations was as follows:

<TABLE>
<CAPTION>

                                                         Six Months Ended
                                                    ---------------------------
                                                    December 31,   December 31,
                                                        2000          1999
                                                    ------------   ------------
<S>                                                 <C>            <C>
       Revenue                                        $      -     $ 1,786,578
                                                      ========     ===========
       Loss from discontinued operations              $(98,420)    $(1,405,138)
                                                      ========     ===========
       Loss from operations                           $(98,420)    $(1,405,138)
                                                      ========     ===========

</TABLE>

PROPERTY AND EQUIPMENT

     Property and equipment, at cost, consists of the following

<TABLE>
<S>                                                                <C>
       Operating equipment                                         $1,434,941
       Website and kiosk software and equipment                       133,598
       Office equipment                                                18,754
       Vehicles                                                        10,467
                                                                   ----------
           Subtotal                                                 1,597,760
       Less accumulated depreciation and amortization                (158,296)
                                                                   ----------
           Total                                                   $1,439,464
                                                                   ==========

</TABLE>

     Depreciation expense charged to operations for the six month period ended
December 31, 2000 amounted to $127,599.

GOODWILL

     During the six month period ended December 31, 2000 the Company acquired
     substantially all of the assets of CAT and CLI subject to the assumption of
     certain indebtedness; as well as all of the issued and outstanding stock of
     CMG. The excess cost over net book value of assets acquired as a result of
     these acquisitions aggregated $3,916,475 and is comprised as follows:

<TABLE>
<S>                                                                                <C>
     CLI
         Assumption of a non-interest bearing seller note of $684,000 payable
         originally over a 36 month period (extended to a 48 month period
         effective October, 2000) and subject to adjustment if certain future
         monthly revenue levels are not attained, after a present value
         discount of 10%                                                            $  510,710
         Assumption of liabilities in excess of net book value of assets
         acquired                                                                      267,945
         Capitalized costs and fees incidental to the transaction                       70,151
                                                                                    ----------
                  Subtotal                                                          $  848,806
                                                                                    ----------
     CAT
         Cash                                                                       $1,100,000
         Issuance of 2,500,000 shares of the Company's Series A Convertible
         Preferred Stock with an estimated fair value of $.375 per share at the
         time of issuance                                                              937,500
         Capitalized costs and fees incidental to the transaction                       15,311
         Less: Amount allocable to fair market in excess of net book value of
         property and equipment acquired                                              (750,000)
                                                                                    ----------
                  Subtotal                                                          $1,302,811
                                                                                    ----------

</TABLE>

                                                                            9


<PAGE>

          COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC. AND SUBSIDIARIES
              NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S>                                                                                 <C>
     CMG
         Issuance of 3,000,000 shares of the Company's Series A Convertible
         Preferred Stock with an estimated fair value of $.375 per share at time
         of issuance                                                                $1,125,000
         Assumption of liabilities in excess of net book value of assets acquired      634,858
         Capitalized costs and fees incidental to the transaction                        5,000
                                                                                    ----------
                  Subtotal                                                           1,764,858
                                                                                    ----------

                  Total                                                             $3,916,475
                                                                                    ==========

</TABLE>

     The Company is amortizing goodwill over a 40 year period. Amortization for
     the six months ended December 31, 2000 amounts to $48,506.

     The following unaudited pro forma information shows the results of
     operations for the six months ended December 31, 2000 and 1999 as though
     the acquisitions described at BUSINESS ACQUISITIONS and dispositions
     described at DISCONTINUED OPERATIONS had been consummated on July 1, 1999:

<TABLE>
<CAPTION>

                                                          Six Months Ended
                                                     --------------------------
                                                     December 31,  December 31,
                                                        2000          1999
                                                     -----------   ------------
<S>                                                  <C>           <C>
       Revenues                                      $ 1,449,403    $1,807,843
       Operating costs                                 3,031,571     1,851,462
                                                     -----------    ----------
         Net Loss                                     (1,582,168)      (43,619)
                                                     ===========    ==========
     Net loss per common share                       $     (0.25)   $    (0.01)
                                                     ===========    ==========
     Weighted average common shares outstanding        6,469,431     6,469,431
                                                     ===========    ==========

</TABLE>

NOTES PAYABLE DEMAND

     The Company through its subsidiary, CLH agreed to assume certain demand
     loan obligations of CLP. Pursuant thereto, there are outstanding advances
     under a loan commitment which permits borrowings as determined by a
     percentage of CLH's qualifying accounts receivable, up to a maximum
     limitation of $1,000,000. Such borrowings bear interest at the lenders
     defined prime rate plus 2.25%. Repayments under the loan are via a lock box
     agreement which provides for the receipt and processing of accounts
     receivable. The outstanding balance under this financing arrangement was
     $257,935 at December 31, 2000.

ACQUISITION INDEBTEDNESS

<TABLE>
<S>                                                                                 <C>
     Acquisition indebtedness is comprised of the following:
       Non-interest bearing seller note payable in the original principal amount
       of $684,000 incurred upon the acquisition of CLI's net assets and payable
       originally over a 36 month period (extended to a 48 month period
       effective October, 2000) without interest and subject to adjustment if
       certain future monthly revenue levels are not attained, after a 10%
       present value discount                                                        $510,710
       Remaining cash consideration due incidental to the acquisition of
       CAT's net assets                                                               150,000
       Amounts due CAT sellers consisting of uncollected and unremitted
       accounts receivable existing on the transaction date                            28,984
                                                                                     --------
         Total                                                                        689,694
       Less current portion                                                           246,279
                                                                                     --------
                                                                                     $443,415
                                                                                     ========

</TABLE>

                                                                           10



<PAGE>

           COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC. AND SUBSIDIARIES
              NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The aggregate amount of future principal repayments at December 31, 2000 is
as follows:

<TABLE>
<CAPTION>

         Year ending December 31
--------------------------------------------
<S>                                                               <C>
                  2001                                            $246,279
                  2002                                             110,840
                  2003                                             158,340
                  2004                                             172,235
                                                                  --------
                  Total                                           $689,694
                                                                  ========

</TABLE>

LONG TERM DEBT

     The Company, through its subsidiary CLH, has agreed to assume certain
     long-term debt of CLP which, at December 31, 2000 consists of the
     following:

<TABLE>
<S>                                                                                 <C>
       Term loan payable in monthly installments of $2,075, including interest
       at 13.7% through October 16, 2001                                            $  24,943
       Term loan payable in monthly installments of $1,908, including interest
       at 9.0% through June 1, 2001                                                    14,810
       Equipment loan payable in monthly installments of $557, including
       interest at 10.0% through May 27, 2003                                          15,747
       Equipment loan payable in monthly installments of $13,640, including
       interest at 10.675% through September 29, 2002                                 248,896
                                                                                    ---------
                                                                                      304,396
       Less current portion                                                          (181,746)
                                                                                    ---------
       Long-term debt                                                               $ 122,650
                                                                                    =========

</TABLE>

     The loans are secured by liens on equipment and accounts receivable of CLH.

     The aggregate amount of future principal repayments at December 31, 2000 is
as follows:

<TABLE>
<CAPTION>

              Years Ending December 31,
<S>                                                   <C>
                      2001                            $190,678
                      2002                             111,004
                      2003                               2,714
                                                      --------
        Total                                         $304,396
                                                      ========

</TABLE>



                                                                             11

<PAGE>

           COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC. AND SUBSIDIARIES
                         NOTES TO THE FINANCIAL STATEMENTS

PROMISSORY NOTES PAYABLE

     On October 6, 2000 the Company borrowed $350,000 from a group of lenders.
     This obligation has subsequently been repaid with interest at 10%.

     The Company, through its subsidiary CLH has agreed to assume three
     promissory notes payable made March 30, 1998 totaling $125,000. The notes
     have an interest rate of 7% per annum which is payable quarterly. The
     principal balances of the notes were initially due March 30, 1999 but have
     been extended through July 2002. In accordance with the terms of the notes
     the interest rate on the outstanding principal balances was increased to
     the default rate of 11% per annum as of April 1, 1999. The notes are
     secured by a second security interest in the accounts receivable of CLH and
     are subordinated to advances of up to $1,000,000 under a demand note
     payable loan commitment. The outstanding principal balances as of December
     31, 2000 totaled $125,000.

CAPITALIZED LEASE OBLIGATIONS

     The Company through it's subsidiary CLH, agreed to assume obligations under
     the provisions of three long-term leases entered into in 1999. For
     financial reporting purposes, minimum lease payments relating to the
     equipment have been capitalized. The leases expire between May 20, 2004 and
     January 31, 2005. The leased property under capital leases as of September
     30, 2000 were acquired at the pre-acquisition amortized costs of $340,274,
     and have accumulated amortization of $14,132 and a net book value of
     $326,142. Amortization of the lease property is included in depreciation
     expenses.

     The future minimum lease payments under capital lease and the net present
     value of the future minimum lease payments at December 31, 2000 are as
     follows:

<TABLE>
<S>                                                      <C>
       Total minimum lease payments                      $439,417
       Amount representing interest                        85,232
                                                         --------
       Present value of net minimum Lease payments        354,185
       Current portion                                     74,866
                                                         --------
       Long-term capital lease obligation                $279,319
                                                         ========

</TABLE>

8% CONVERTIBLE NOTE PAYABLE

     Prior to July 14, 2000, the Company had outstanding three 8% Convertible
     Promissory Notes, dated March 3, 1999 in the aggregate principal amount of
     $819,000 ("Convertible Notes") and one 8% Promissory Note having a
     principal amount of $81,000 ("Non-Convertible Note"). The Company was in
     default as to the above notes and interest of $30,000 was due.

     The terms and conditions of the Convertible Notes were amended and restated
     in a Note Reformation Agreement dated as of July 14, 2000 and new
     Convertible Notes were issued reflecting a total balance of $930,000,
     extending the maturity date to June 30, 2003 and amending and modifying the
     conversion terms of the Convertible Note. Additionally, the Non-
     Convertible Notes was cancelled.

     Subsequently, the Amended and Restated Convertible Notes were sold by the
     note holder to a group of investors.

     As of December 31, 2000 certain convertible note holders exercised their
     conversion rights resulting in the Company's issuance of 8,167,451 common
     shares and thereby reducing the principal balance of the 8% Convertible
     Note to $676,810.

                                                                           12

<PAGE>

         COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PREFERRED STOCK

     The Company is authorized to issue 30,000,000 shares of $.0001 par value
     preferred stock. As of December 31, 2000 the company has issued and
     outstanding 5,850,000 shares of Series A Preferred Stock; such shares have
     voting rights equal to those of common shareholders, have priority in
     liquidation over common shareholders, have no stated dividend requirements
     and may each be converted into one common share.

     Incidental to the acquisition of CAT and CMG (see BUSINESS ACQUISITIONS)
     the Company issued 5,500,000 shares of Series A Preferred Stock which, in
     the opinion of management had a fair value at the time of issuance of $.375
     per share.

     Additionally, the Company has issued 250,000 shares of Series A Preferred
     Stock pursuant to a long-term consulting agreement and 100,000 shares of
     Series A Preferred Stock as incentive compensation to an officer of the
     Company; such issuances, in the opinion of management, having a fair value
     at the time of issuance of $.375 per share.

COMMON STOCK

     The Company is authorized to issue 50,000,000 $.001 par value common
     shares.

     Through December 31, 2000 the Company has issued 2,949,397 common shares in
     exchange for cash consideration of $1,748,000 and debt forgiveness of
     $700,000 which issuance was made pursuant to a private placement to
     accredited investors, which is exempt from registration under Regulation D
     of the Securities Act of 1933, as amended. Additionally, the Company issued
     218,353 common shares and incurred fees, costs and commissions amounting to
     $292,809 incidental to such issuances.

     Through December 31, 2000 the Company has issued 8,167,451 common shares
     pursuant to the Company's conversion of a portion of the 8% Convertible
     Preferred Notes resulting in a principal reduction of $253,190.

     Pursuant to a certain Termination and Settlement Agreement, the Company
     issued 300,000 common shares in exchange for forgiveness of $425,000.

     The Company has entered into consultancy agreements whereby 780,000 common
     shares have been rendered in exchange for services to be provided through
     June 30, 2001. It is management's opinion that the fair value of such
     common shares issued is $.375 per share.

FAIR VALUE OF FINANCIAL INSTRUMENTS

     The Company's material financial instruments for which disclosure of
     estimated fair value is required by certain accounting standards consisted
     of cash, accounts receivable, accounts payable, notes payable, acquisition
     indebtedness, long-term debt, capital lease obligations and it's 8%
     convertible note. In the opinion of management, such items other than a
     component of acquisition indebtedness are carried at values that
     approximate their fair values because of their liquidity, short-term
     maturities or because they bear interest rates equivalent to those
     currently prevailing for financial instruments with similar
     characteristics.

     Certain non-interest bearing acquisition indebtedness, in the original
     principle amount of $684,000, has been subjected to a 10% present value
     discount in the accompanying condensed consolidated balance sheet at
     December 31, 2000.



                                                                         13

<PAGE>


         COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

INCOME TAXES

     As of December 31, 2000 the Company had net operating loss carryforwards of
     approximately $26,000,000. These net operating loss carryforwards are
     available to reduce future taxable income and will expire at various dates
     through 2021. Due to the uncertainties relating to, among other things,
     changes in the ownership of the Company which occurred in September of 1999
     and July of 2000, as well as the disposition and acquisition of various
     subsidiaries, and the extent and timing of its future taxable income, the
     Company has offset the deferred tax assets attributable to potential
     benefits of approximately $7,200,000 from the utilization of those net
     operating loss carryforwards by an equivalent valuation allowance.

     Also, for the above reasons, no credit for income taxes is included in the
     accompanying condensed consolidated statements of operations for the six
     month periods ended December 31, 2000 and December 31, 1999 respectively.

EARNINGS (LOSS) PER SHARE

     The Company presents "basic" earnings (loss) per common share and, if
     applicable, "diluted" earnings per common share pursuant to the provisions
     of Statement of Financial Accounting Standards No. 128, "Earnings per
     Share" Basic earnings (loss) per common share is calculated by dividing net
     income or loss applicable to common stock by the weighted average number of
     common shares outstanding during each period. The calculation of diluted
     earnings per common share is similar to that of basic earnings per common
     share, except that: (i) the denominator is increased to include the number
     of additional common shares that would have been outstanding if all
     potentially dilutive common shares, such as those issuable upon the assumed
     exercise of stock options and warrants and the conversion of notes or
     preferred shares had been issued during the period and (ii) the numerator
     is adjusted to eliminate interest on convertible notes and convertible
     preferred dividend requirements.

     Diluted per share amounts have not been presented in the accompanying
     condensed consolidated statements of operations because the Company had a
     net loss for the six month periods ended December 31, 2000 and 1999,
     respectively and, accordingly, the effects of the assumed conversion of all
     of the Company's outstanding convertible notes, and the assumed exercise of
     all of the Company's outstanding warrants and the application of the
     treasury stock method, would have been anti-dilutive.

CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

     Financial instruments that potentially subject the Company to
     concentrations of credit risk consist principally of cash and trade
     accounts receivable. The Company maintains its cash balances with major
     financial institutions that have high credit ratings. At times, such
     balances may exceed Federally insured limits.

     The Company generally extends credit to its customers (which include third
     party payors), all of whom are located in the northeastern United States.
     Management of the Company closely monitors the extension of credit to
     customers while maintaining allowances for potential credit losses. During
     the six month periods ended December 31, 2000 and 1999, no customer
     accounted for more than 10% of the Company's revenues. Generally, the
     Company does not have a significant receivable from any single customer
     and, accordingly, management does not believe that the Company was exposed
     to any significant credit risk at December 31, 2000.

OPERATING LEASE COMMITMENTS

     On September 1, 1999, CMG entered into a twenty-one month sublease for the
     period September 1, 1999 through June 30, 2001 for 4,500 square feet of
     office space. The rent is $4,200 per month and is not subject to further
     increases.

     On March 10, 1999, CAT entered into an amended ten year lease for the term
     March 10, 1999 through March 31, 2009, for 7,000 square feet of laboratory
     and office space.

                                                                           14

<PAGE>

Management's Discussion and Analysis or Plan of Operations

         The following discussion regarding the Company and its business and
         operations contains "forward-looking statements" within the meaning of
         the Private Securities Litigation Reform Act 1995. Such statements
         consist of any statement other than a recitation of historical fact and
         can be identified by the use of forward-looking terminology such as
         "may," "expect," "anticipate," "estimate" or "continue" or the negative
         thereof or other variations thereon or comparable terminology. The
         reader is cautioned that all forward-looking statements are necessarily
         speculative and there are certain risks and uncertainties that could
         cause actual events or results to differ materially from those referred
         to in such forward looking statements. The Company does not have a
         policy of updating or revising forward-looking statements and thus it
         should not be assumed that silence by management of the Company over
         time means that actual events are bearing out as estimated in such
         forward looking statements.

         The following discussion should be read in conjunction with the
         condensed consolidated financial statements and notes appearing
         elsewhere in this report.

Overview

         Comprehensive Medical Diagnostics Group, Inc. ("Medical Diagnostics")
         was originally incorporated in Florida on August 17, 1992 as American
         Risk Management Group, Inc. It's name was changed to Comprehensive
         Medical Diagnostic Group, Inc. on August 20, 2000.

         The Company was originally formed to seek acquisitions or business
         opportunities, to the extent permitted by its assets, in various
         business sectors throughout the United States. Pursuant to this
         strategy, the Company bought and sold several businesses over the last
         few years.

         The Company has changed its focus and strategy and will concentrate on
         becoming a provider of medical treatment, diagnostic testing and
         ancillary services to the long-term health care business sector and the
         medical community at large. The Company will also attempt to position
         itself to become an internet provider of health care content and
         services.

         In order to implement its focus and strategy the Company recently
         completed three acquisitions as follows:

         Cardiovascular Laboratories Holding, Inc.

                  As of July 27, 2000 the Company, through its wholly owned
                  subsidiary, Cardiovascular Laboratories Holding, Inc. ("CLH")
                  acquired the assets and assumed the liabilities of
                  Cardiovascular, LLC ("CLI") which, on May 31, 2000 acquired
                  the assets (including inventory, equipment, machinery, and
                  contractual and other rights and certain accounts receivable)
                  and assumed certain liabilities of Cardiovascular
                  Laboratories, Inc. of PA ("CLP"). The transaction between CLI
                  and CLP closed in escrow, which escrow was maintained after
                  the closing between CLH and CLI, pending the assignment and
                  assumption of certain equipment leases and financing contracts
                  by CLH.

                  As consideration for the acquisition of CLI, CLH assumed CLI's
                  obligations under a seller note to CLP to pay $684,000 over a
                  period of three years subject to reduction should certain
                  monthly revenue levels not be attained and also assumed CLI's
                  obligations under certain leases, financing agreements and
                  trade obligations.

                  CLH specializes in the provision of non-invasive
                  cardiovascular imaging and the turnkey management of fixed
                  sight vascular and ecocardiographic ultrasound laboratories.



                                                                            15

<PAGE>

         Comprehensive Medical Group, Ltd.

                  As of July 25, 2000, the Company entered into an Agreement and
                  Plan of Reorganization with The Comprehensive Medical Group,
                  Ltd. ("CMG"). The Company issued 3,000,000 shares of its
                  Series A Convertible Preferred Stock to CMG's shareholders in
                  exchange for all issued and outstanding stock of CMG.

                  CMG intends to provide health and wellness management services
                  for employee assistance programs, human resource departments
                  and labor unions; and to design and operate a kiosk based
                  point of purchase medical marketing program called "The
                  Wellness Shop"; and to design and operate a website called
                  "Leaseonlife.com" to provide interactive health and wellness
                  analysis, treatment content and management tools.

         Diagnostic Management Group Holdings, Inc.

                  As of August 2, 2000, the Company through its wholly owned
                  subsidiary, Diagnostic Management Group Holdings, Inc. ("DMG")
                  acquired the assets of CAT, a New York limited liability
                  company.

                  The purchase price for CAT's assets was $1,100,000 in cash and
                  2,500,000 shares of the Company's Series A Convertible
                  Preferred Stock. DMG acquired all inventory equipment,
                  machinery, contractual and other rights, and certain accounts
                  receivable, also assuming certain equipment leases and trade
                  payables.

                  DMG manages the operation of a medical diagnostic
                  cardiological and neurological testing services and tele-
                  medicine of CAT - ECG PC, a New York professional corporation.

         Additionally the Company discontinued certain operations as follows:

         On April 1, 2000 the Company discontinued its manufacturing operations
         by agreeing to sell it's subsidiary Industrial Fabrication & Repair,
         Inc. ("IFR") back to its previous owner in exchange for 3,325 shares of
         the Company's common stock with a fair value of approximately $64,941
         (or $19.53 per share). The shares reacquired have been reflected as
         treasury stock in the accompanying condensed consolidated balance
         sheet. On June 29, 2000, the Board of Directors, and a majority of the
         stockholders of the Company approved the adoption of a plan to
         effectively (i) discontinue the administrative services operations of
         PeopleFirst Staffing LLC (PeopleFirst) through the return of the right
         to operate its business to its previous owners in exchange for their
         agreement to relieve the Company of all obligations arising from such
         operations and (ii) liquidate the remaining assets and liabilities of
         PeopleFirst.

         The condensed consolidated statement of operations includes the
         operations of CLH, CMG and DMG from the respective effective dates that
         they were acquired by the Company. The results of operations IFR and
         PeopleFirst are reported as losses from discontinued operations.

Pro Forma

         The following discussion includes the results of operations for the six
         months ended December 31, 2000 and 1999 as though both the acquisitions
         and dispositions described above had been consummated on July 1, 1999.

         During the six months ended December 31, 2000, consolidated revenues
         decreased by approximately $400,000 or 22% from approximately
         $1,800,000 for the six months ended December 31, 1999 to approximately
         $1,400,000 for the six months ended December 31, 2000.

         Operating costs for the six months ended December 31, 2000 increased
         approximately $1,000,000 or 53% from approximately $1,900,000 for the
         six months ended December 31, 1999 to approximately $2,900,000 for the
         six months ended December 31, 2000. This increase is attributable to an
         increases in kiosk and website development costs, administrative
         expenses and expenses related to changes in the Company's focus and
         direction.

                                                                            16

<PAGE>

         On a pro forma basis, the Company's loss from continuing operations
         increased by approximately $1,455,000 or $(0.24) per share from
         approximately $(45,000) or $(0.01) per share for the six months ended
         December 31, 1999 to approximately $1,500,000 or $(0.25) per share for
         the six months ended December 31, 2000.

Historical Information

         These results include the operations of CLH, CMG and DMG from the
         effective date of their acquisitions by the Company through December
         31, 2000.

         During the six months ended December 31, 2000 the Company had revenues
         of $1,449,403, all of which was derived from its operating
         subsidiaries, CLH and DMG.

         Selling general and administrative expenses were $2,616,720 of which
         $1,937,163 was attributable to its operating subsidiaries and the
         remainder, of $679,557 was attributable to kiosk and website
         development costs as well as administrative expenses.

         Depreciation attributable to acquired assets and amortization of
         goodwill arising from these acquisitions amounted to $174,692 for the
         six months ended December 31, 2000. Interest expense was $141,739 for
         this period.

         As a result of all the above, the Company's loss from continuing
         operations and net loss amounted to $1,483,748 $(0.23 per share) and
         $1,582,168 $(0.25 per share), respectively, for the six months ended
         December 31, 2000.

Liquidity and Capital Resources

         At December 31, 2000 the Company had a working capital deficiency of
         $1,502,388. The working capital deficiency is attributable to losses
         from operations, the excess of current liabilities over assets assumed
         in the acquisitions of CHP, current amounts due to sellers of CAT and
         CHP and current obligations incidental to CMG's kiosk and website
         development costs and fees incidental to the above, a private placement
         offering and a debt restructuring.

         Private Placement

         On July 17, 2000, the Company entered into subscription agreements with
         fifteen accredited investors under a private placement, which is exempt
         from registration under Regulation D of the Securities Act of 1933, as
         amended. The Company has agreed to sell to these accredited investors
         5,000,000 shares of its common stock at a per share price of $.83 for
         an aggregate purchase price of $4,150,000. As of December 31, 2000, the
         Company has received or accounted for $2,448,000 of these
         subscriptions.

         Note Restructuring

         Prior to July 14, 2000, the Company had outstanding three 8%
         Convertible Promissory Notes, dated March 3, 1999 in the aggregate
         principle amount of $819,000 ("Convertible Notes") and one 8%
         Promissory Note having a principal amount of $81,000 ("Non-Convertible
         Note"). The Company was in default as to the above notes and interest
         of $30,000 was due.

         The terms and conditions of the Convertible Notes were amended and
         restated in a Note Reformation Agreement dated as of July 14, 2000 and
         new Convertible Notes were issued reflecting a total balance of
         $930,000, extending the maturity date to June 30, 2003 and amending and
         modifying the conversion terms of the Convertible Note. Additionally,
         the Non-Convertible Note was cancelled.

         Subsequently, the Amended and Restated Convertible Notes were sold by
         the note holder to a group of investors.

                                                                           17

<PAGE>

         As of December 31, 2000 certain convertible note holders exercised
         their conversion rights resulting in the Company's issuance of
         8,167,451common shares and thereby reducing the principal balance of
         the 8% Convertible Note to $676,810.

         The Company anticipates that its working capital, as a result of the
         private placement of its securities, working capital loans presently
         being negotiated, together with anticipated cash flow from the
         recently acquired companies, will be sufficient to satisfy the
         Company's  cash requirements for at least twelve months. In the event
         the Company's plan changes (due to unanticipated expenses or
         difficulties of integrating these acquisitions), or if the working
         capital and projected cash flow otherwise prove insufficient to fund
         operations, the Company could be required to seek additional financing
         sooner than currently anticipated. The Company has no current
         arrangements with respect to, or sources of, additional financing.
         Accordingly, there can be no assurance that additional financing will
         be available to the Company when needed, or at all, on commercially
         reasonable terms. The Company's inability to obtain such additional
         financing could have a material adverse effect on the Company's
         liquidity. The Company believes that it will be able to obtain
         financing, if needed, although there can be no assurances of such.


         In accordance with the requirements of the Exchange Act, the Registrant
         caused this report to be signed or behalf by the undersigned thereunto
         duly authorized.

                                Comprehensive Medical Diagnostics Group, Inc.
                                A Florida Corporation

                                /s/ Ronald Wilheim
                                ----------------------------------------
                                Ronald Wilheim
                                Chief Executive Officer

Date: February 20, 2001


                                                                         18