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

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

                                   FORM 10-QSB

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

       For the transition period from October 1, 2001 to December 31, 2001
                          Commission File No. 1-11182


                         BIO-IMAGING TECHNOLOGIES, INC.
        ----------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)


         Delaware                                       11-2872047
--------------------------------            ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)


826 Newtown-Yardley Road, Newtown, Pennsylvania                      18940-1721
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (267) 757-1360
                         -------------------------------
                           (Issuer's Telephone Number,
                              Including Area Code)


     Check  whether  the Issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 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 stock, as of January 31, 2002:

Class                                                  Number of Shares
-----                                                  ----------------

Common Stock, $0.00025 par value                           8,283,141

     Transitional Small Business Disclosure Format (check one):

                   Yes:                                No:  X
                       -----                              -----


<PAGE>

                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------



                                TABLE OF CONTENTS
                                -----------------

                                                                           Page
                                                                           ----
PART I.   FINANCIAL INFORMATION.

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

          CONSOLIDATED BALANCE SHEETS
          as of December 31, 2001 and
          September 30, 2001 (unaudited).................................    2

          CONSOLIDATED STATEMENTS OF INCOME
          For the Three Months Ended December 31, 2001 and 2000
          (unaudited)....................................................    3

          CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Three Months Ended December 31, 2001 and 2000
          (unaudited)....................................................    4

          NOTES TO CONSOLIDATED FINANCIAL
          STATEMENTS (unaudited).........................................    5

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations.......................   12

          Results of Operations..........................................   14

          Liquidity and Capital Resources................................   16

PART II.  OTHER INFORMATION.

     Item 2.   Change in Securities and Use of Proceeds..................   19

     Item 5.   Other Information.........................................   19

     Item 6.   Exhibits and Reports on Form 8-K..........................   20

SIGNATURES...............................................................   21


                                     - i -
<PAGE>

                         PART I. FINANCIAL INFORMATION.
                         ------------------------------

ITEM 1.     FINANCIAL STATEMENTS.

     Certain  information  and footnote  disclosures  required  under  generally
accepted accounting principles have been condensed or omitted from the following
consolidated  financial  statements pursuant to the rules and regulations of the
Securities and Exchange Commission, although Bio-Imaging Technologies, Inc. (the
"Company")  believes that such  financial  disclosures  are adequate so that the
information  presented is not misleading in any material respect.  The following
consolidated  financial  statements  should  be read  in  conjunction  with  the
year-end  consolidated  financial  statements and notes thereto  included in the
Company's  Annual Report on Form 10-KSB for the fiscal year ended  September 30,
2001.

     On November 6, 2001, the Company's Board of Directors  approved a change in
the Company's  annual reporting period from a fiscal year ending September 30 to
December 31. Accordingly,  the 2002 fiscal year commenced on January 1, 2002 and
will end on December 31,  2002,  and the fiscal  quarters  will end on March 31,
2002, June 30, 2002,  September 30, 2002 and December 31, 2002. This Form 10-QSB
reports the three month  transition  period from October 1, 2001 to December 31,
2001.

     The results of operations for the interim periods  presented herein are not
necessarily indicative of the results to be expected for the entire fiscal year.





                                      -1-
<PAGE>

                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                                   (unaudited)

<TABLE>
<CAPTION>
                                                         December 31,     September 30,
                                                             2001              2001
                                                         ------------     -------------

                                       ASSETS
<S>                                                      <C>              <C>
Current assets:
  Cash and cash equivalents.......................       $    499,710     $    545,345
  Accounts receivable, net........................          3,447,155        2,618,734
  Prepaid expenses and other current assets.......            274,313          209,438
  Deferred income taxes...........................            417,000          417,000
                                                          -----------      -----------
    Total current assets..........................          4,638,178        3,790,517

Property and equipment, net.......................          2,111,360        1,206,957

Other assets .....................................            225,524          224,219
                                                          -----------      -----------

    Total assets..................................       $  6,975,062     $  5,221,693
                                                          ===========      ===========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable................................       $    605,057     $    326,577
  Accrued expenses and other current liabilities..            445,134          465,557
  Deferred revenue................................          1,711,972        1,818,706
  Current maturities of long-term debt............            343,201          197,357
                                                          -----------      -----------
    Total current liabilities.....................          3,105,364        2,808,197
Long-term debt and other liabilities..............          1,508,705          127,307
                                                          -----------      -----------
    Total liabilities.............................          4,614,069        2,935,504
                                                          -----------      -----------

Commitments and contingencies

Stockholders' equity:
  Common stock - $.00025 par value;  authorized
   18,000,000  shares,  issued and outstanding
   8,278,141 shares at December 31, 2001 and
   8,259,212 shares at September 30, 2001.........              2,070            2,065
  Additional paid-in capital......................          9,286,871        9,274,740
  Accumulated deficit.............................         (6,927,948)      (6,990,616)
                                                          -----------      -----------
    Stockholders' equity..........................          2,360,993        2,286,189
                                                          -----------      -----------

    Total liabilities and stockholders' equity....       $  6,975,062     $  5,221,693
                                                          ===========      ===========
</TABLE>


                 See Notes to Consolidated Financial Statements



                                      -2-
<PAGE>

                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                        CONSOLIDATED STATEMENTS OF INCOME
                        ---------------------------------
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                For the Three Months Ended
                                                                       December 31,
                                                           ------------------------------------
                                                                 2001                 2000
                                                                 ----                 ----

<S>                                                         <C>                  <C>
Project revenues....................................        $  3,322,244         $  1,775,140
                                                             -----------          -----------

Cost and expenses:

    Cost of revenues................................           2,275,002              983,233

    General and administrative expenses.............             560,100              339,016

    Sales and marketing expenses....................             383,406              392,253
                                                             -----------          -----------

             Total cost and expenses................           3,218,508            1,714,502
                                                             -----------          -----------

             Income from operations.................             103,736               60,638

Interest expense - net..............................             (21,068)              (7,929)
                                                             -----------          -----------

             Income before income tax provision.....              82,668               52,709

Income tax provision................................             (20,000)                  --
                                                             -----------          -----------

             Net income.............................              62,668               52,709

Dividends on preferred stock........................                  --              (10,000)
                                                             -----------          -----------

             Net income applicable to common stock..        $     62,668         $     42,709
                                                             ===========          ===========

Basic earnings per common share.....................        $       0.01         $       0.01
                                                             ===========          ===========

Weighted average number of common shares............           8,259,420            7,773,878
                                                             ===========          ===========

Diluted earnings per common share...................        $       0.01         $       0.01
                                                             ===========          ===========

Weighted average number of common
  shares and dilutive common equivalent shares......           9,388,636            7,773,878
                                                             ===========          ===========
</TABLE>


                 See Notes to Consolidated Financial Statements


                                      -3-
<PAGE>

                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                  For the Three Months Ended
                                                                         December 31,
                                                                 ----------------------------
                                                                      2001             2000
                                                                      ----             ----
<S>                                                               <C>              <C>
Cash flows from operating activities:
  Net income.................................................     $    62,668      $    52,709
  Adjustments to reconcile net income to net cash provided
   by operating activities:
    Depreciation and amortization............................         182,311          131,261
    Changes in operating assets and liabilities:
      Decrease in accounts receivable........................         349,156          349,148
      Increase in prepaid expenses and other current assets..         (38,601)         (76,954)
      (Increase) decrease in other assets....................          (9,087)           1,397
      Increase (decrease) in accounts payable................         223,717          (43,920)
      Decrease in accrued expenses and other
         current liabilities.................................        (150,093)         (86,797)
      Decrease in deferred revenue...........................        (367,341)         (58,817)
                                                                   ----------       ----------
      Net cash provided by operating activities..............         252,730          268,027
                                                                   ----------       ----------

Cash flows from investing activities:
  Purchases of property and equipment........................        (191,516)         (41,736)
                                                                   ----------       ----------
      Net cash used in investing activities..................        (191,516)         (41,736)
                                                                   ----------       ----------

Cash flows from financing activities:
  Payments under equipment lease obligations.................        (118,985)         (36,184)
  Proceeds from exercise of stock options....................          12,136               --
  Dividends paid to preferred stockholders...................              --          (20,000)
                                                                   ----------       ----------
      Net cash used in financing activities..................        (106,849)         (56,184)
                                                                   ----------       ----------

Net (decrease) increase in cash and cash equivalents.........         (45,635)         170,107
Cash and cash equivalents at beginning of period.............         545,345          491,048
                                                                   ----------       ----------

Cash and cash equivalents at end of period...................     $   499,710      $   661,155
                                                                   ==========       ==========

Supplemental disclosures of cash flow information:
  Cash paid during the period for interest...................     $     8,314      $     7,929
                                                                   ==========       ==========
  Cash paid during the period for income taxes...............     $    95,000      $        --
                                                                   ==========       ==========

Supplemental schedule of noncash investing and financing
activities:
  Convertible promissory note issued and contingent
  liability incurred in connection with acquisition..........     $ 1,585,499      $        --
                                                                   ==========       ==========
  Equipment purchased under capital lease obligations........     $    60,728      $        --
                                                                   ==========       ==========
</TABLE>

                 See Notes to Consolidated Financial Statements


                                      -4-
<PAGE>

                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (unaudited)


Note 1 - Basis of Presentation:

     The financial statements included herein have been prepared by the Company,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations.   These  consolidated   financial  statements  should  be  read  in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included  in the  Company's  Annual  Report on Form  10-KSB  for the year  ended
September 30, 2001.

     On November 6, 2001, the Company's Board of Directors  approved a change in
the Company's  annual reporting period from a fiscal year ending September 30 to
December 31. Accordingly,  the 2002 fiscal year commenced on January 1, 2002 and
will end on December 31,  2002,  and the fiscal  quarters  will end on March 31,
2002, June 30, 2002,  September 30, 2002 and December 31, 2002. This Form 10-QSB
reports the three month  transition  period from October 1, 2001 to December 31,
2001.

     In the  opinion of the  Company's  management  the  accompanying  unaudited
consolidated financial statements contain all adjustments,  consisting solely of
those which are of a normal  recurring  nature,  necessary to present fairly its
financial position as of December 31, 2001 and the results of its operations and
its cash flows for the three months ended December 31, 2001 and 2000.

     Certain  reclassifications  have  been  made  to  the  September  30,  2001
financial  statements  in order  to  conform  to the  current  period  financial
statements.

     Interim  results  are not  necessarily  indicative  of results for the full
fiscal year.

     Basic  earnings per common  share for the three  months ended  December 31,
2001 and 2000 was  calculated  based upon the net  earnings  available to common
stockholders  divided by the weighted  average number of shares of common stock,
$0.00025 par value (the "Common Stock"),  outstanding during the period. Diluted
earnings  per share for the three  months  ended  December 31, 2001 and 2000 was
calculated based upon net earnings available to common  stockholders  divided by
the weighted  average  number of shares of Common Stock  outstanding  during the
period, adjusted for dilutive securities using the treasury method.



                                      -5-
<PAGE>

                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (unaudited)



     The computation of basic earnings per common share and diluted earnings per
common share were as follows:

                                                       Three Months Ended
                                                          December 31,
                                                 -------------------------------
                                                     2001              2000
                                                 ----------        ----------

     Net income..............................    $   62,668        $   52,709

     Dividends on preferred stock............            --           (10,000)
                                                  ---------         ---------

     Net income applicable
       to common stock - basic...............    $   62,668        $   42,709
                                                  ---------         ---------

     Interest expense on convertible note....        13,000                --
                                                  ---------         ---------

     Net income applicable
       to common stock - diluted.............    $   75,668        $   42,709
                                                  ---------         ---------

     Denominator:

     Weighted average number of common
       shares................................     8,259,420         7,773,878

     Basic earnings per common share.........    $     0.01        $     0.01
                                                  =========         =========

     Denominator:

     Weighted average number of
       common shares.........................     8,259,420         7,773,878
     Common share equivalents of
       outstanding stock options and
       warrants..............................       414,946                --
                                                  ---------         ---------

     Common share equivalents related to
      the convertible promissory note........       814,270                --
                                                  ---------         ---------

     Total shares............................     9,388,636         7,773,878
                                                  ---------         ---------

     Diluted earnings per common share.......    $     0.01        $     0.01
                                                  =========         =========

     As of December 31, 2001 and 2000, 1,600,014 and 1,700,127 stock options and
warrants,  respectively,  have been  excluded  from the  calculation  of diluted
earnings per common share as they are antidilutive.



                                      -6-
<PAGE>

                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (unaudited)


Note 2 - Stockholders' Equity:

     On January 2, 2001,  the Company  elected to convert the 416,667  shares of
its Series A  Convertible  Preferred  Stock,  $0.00025  par value per share (the
"Series A  Stock"),  held of record by  Investment  Partners  of  America,  L.P.
("IPA") into 416,667 shares of its restricted common stock. The shares of Common
Stock issued upon  conversion of the Series A Stock were issued to the designees
of IPA  and  have  certain  piggy-back  registration  rights.  The  Company  has
satisfied any and all  obligations  with respect to cumulative  dividends on the
Series A Stock. The Company did not receive any consideration for the conversion
of the Series A Stock.  Subsequent to the conversion,  the Company has no issued
and outstanding shares of Series A Stock.

     During May and June of 2001,  the  Company  issued an  aggregate  of 66,667
shares of its  restricted  Common Stock to IPA and its  affiliate in  connection
with the  exercise  of 66,667  Class C  Warrants  (the  "Class C  Warrants")  to
purchase shares of Common Stock of the Company  previously issued to IPA on June
26, 1996.  The Class C Warrants had an exercise price equal to $.63 per share at
the time of  exercise,  and the Company  received  $42,000 as  proceeds  for the
exercise of such warrants by IPA and its affiliate.

     The Company has neither  paid nor  declared  dividends  on its Common Stock
since its  inception  and does not plan to pay  dividends on its Common Stock in
the foreseeable future.

Note 3 - Long-term Debt:

     In December 1999, the Company entered into an accounts receivable financing
agreement with Silicon Valley Bank (the "Bank"),  whereby the Company may assign
up to $500,000 of eligible  accounts  receivable to the Bank. In March 2000, the
Bank  increased  the  eligible  accounts  receivable  to  $1,000,000.  Under the
agreement,  the Bank may advance the Company up to 80% of the assigned  accounts
receivable amount.  Although the agreement is contractually renewable each year,
it is cancelable by the Bank at any time. During the three months ended December
31, 2001,  the Company did not assign any accounts  receivable  to the bank.  At
December 31, 2001, the Company had no borrowings  under the accounts  receivable
financing agreement.

Note 4 - Recent Acquisition:

     On October 25,  2001,  the Company  acquired  the  Intelligent  Imaging(TM)
business  unit  ("Intelligent  Imaging") of  Quintiles,  Inc., a North  Carolina
corporation   ("Quintiles"),   and  a   wholly-owned   subsidiary  of  Quintiles
Transnational   Corporation  (the  "Intelligent   Imaging   Acquisition").   All
Intelligent  Imaging  personnel  (approximately  47) have become employed by the
Company and all of the  clinical  projects,  which were  handled by  Intelligent
Imaging, are now being managed by the combined Company.



                                      -7-
<PAGE>

     Intelligent  Imaging  specializes  in  providing  digital  medical  imaging
services for clinical  trials and the health care  industry,  a line of business
the Company intends to continue.  In the Intelligent  Imaging  Acquisition,  the
Company  acquired  substantially  all of the assets of  Intelligent  Imaging and
assumed certain liabilities of Intelligent Imaging.

     The assets acquired  included  Intelligent  Imaging's  customer  contracts,
equipment,  permits,  leases and proprietary  rights.  In consideration  for the
assets  purchased,  the Company  issued an unsecured,  subordinated  convertible
promissory  note,  dated as of October  25,  2001,  in the  principal  amount of
$1,000,000  (the "Note").  The Note bears  interest at the rate in effect on the
business day  immediately  prior to the date on which payments are due under the
Note equal to the Three-Month  London Interbank Offering Rate (the "LIBOR Rate")
as published  from time to time in the Wall Street  Journal plus 3%,  compounded
annually based on a 365-day year.

     The Note, which is payable in quarterly installments, beginning February 1,
2002,  with respect to fifty  percent (50%) of the  aggregate  principal  amount
together  with all  outstanding  interest,  matures on  November  1, 2004 and is
convertible,  in whole or in part,  by Quintiles any time prior to maturity into
shares of the  Company's  Common Stock.  The Company has recorded  $166,667 as a
current  liability,  representing  the February 1, 2002, May 1, 2002,  August 1,
2002 and November 1, 2002 quarterly installments of principal.

     The number of shares of Common  Stock into which the Note may be  converted
is  calculated  by  dividing  the  outstanding  principal  balance  of the  Note
($1,000,000  as of December  31,  2001),  plus all  accrued and unpaid  interest
thereon,  by the  greater  of:  (i)  75% of the  average  closing  price  of the
Company's Common Stock over the ten consecutive trading days ending prior to the
date of conversion; or (ii) $0.906 per share. As of December 31, 2001, there was
$1,000,000  of  principal  and   approximately   $13,000  of  accrued  interest
outstanding  under  the Note  (using a LIBOR  Rate of  1.8813%),  and 75% of the
average  closing  price of the Company's  Common Stock over the ten  consecutive
trading  days  ending  prior to December  31,  2001 was below  $0.906 per share.
Accordingly,  on December 31, 2001,  the Note would have been  convertible  into
approximately  1,118,102  shares of the Company's Common Stock  (calculated by
dividing $1,013,000 by $0.906).

     The Company may pay additional  consideration if certain  financial results
are  achieved  (the  maximum  number of shares  that may be issued to  Quintiles
pursuant to such provision is 646,247 shares of Common Stock which is to be paid
out no later than  February  15,  2003).  The Company has  recorded a noncurrent
liability of $585,499 for the contingent  consideration  under the provisions of
Statement of Financial  Accounting  Standards No. 141, "Business  Combinations."
SFAS No. 141  requires a liability  to be  recognized  in an amount equal to the
lesser of the maximum  amount of the contingent  consideration  or the excess of
net tangible assets  acquired over the purchase  price.  When the contingency is
resolved and the consideration



                                      -8-
<PAGE>

                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (unaudited)


is issued or becomes  issuable,  any excess of the fair value of the  contingent
consideration  issued or issuable  over the amount that was  recognized as if it
was a liability  will be  recognized as an  additional  cost of the  Intelligent
Imaging  Acquisition.  If the amount initially recognized as a liability exceeds
the fair value of the  consideration  issued or  issuable,  that  excess will be
allocated as a pro rata  reduction of noncurrent  assets or property,  plant and
equipment. Any amount that remains after reducing noncurrent assets or property,
plant and equipment to zero will be recognized as an extraordinary gain.

     The total purchase price of the  Intelligent  Imaging  Acquisition has been
allocated to the assets and liabilities  based on management's best estimates of
fair value.  The excess of the net tangible  assets  acquired  over the purchase
price resulted in the reduction of property, plant and equipment.


     Net tangible assets acquired.........................     $ 2,130,684
--------------------------------------------------------------------------------

       Less - purchase price:
        Convertible promissory note.......................      (1,000,000)
        Contingent liability..............................        (585,499)
        Transaction costs.................................         (98,000)

--------------------------------------------------------------------------------
          Total purchase price............................      (1,683,499)
--------------------------------------------------------------------------------

      Excess of net tangible assets over purchase price...         447,185
      Less - write-down of property, plant and equipment..        (447,185)

--------------------------------------------------------------------------------
          Remaining excess of net tangible assets over
          purchase price..................................     $        --
--------------------------------------------------------------------------------

     The consolidated financial statements of the Company include the results of
operations of Intelligent  Imaging for the three month period ended December 31,
2001.  As  agreed  to by  the  Company  and  Quintiles,  transactions  occurring
subsequent  to  October  1,  2001  related  to the  assets  and  liabilities  of
Intelligent Imaging were assumed by the Company.

     The  following  unaudited  consolidated  pro  forma  information  has  been
prepared assuming  Intelligent  Imaging was acquired as of October 1, 2000, with
pro forma  adjustments  for  interest  expense and income  taxes.  The pro forma
information is presented for  informational  purposes only and is not indicative
of what would have occurred if the Intelligent Imaging Acquisition had been made
on October 1, 2000. In addition,  this pro forma  information is not intended to
be a projection of future operating results.



                                      -9-
<PAGE>

                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (unaudited)


                                                     Three Months Ended
                                                     December 31, 2000
                                                  ------------------------

       Revenues..............................            $ 3,109,645
                                                          ----------

       Net loss..............................            $    (5,119)
                                                          ----------

       Basic earnings per common share.......            $       .00
                                                          ----------

       Diluted earnings per common share.....            $       .00
                                                          ----------


Note 5 - Recently Issued Accounting Standards:

     In June 2001, the Financial Accounting Standards Board issued Statements of
Financial  Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets," which establishes accounting and reporting standards governing goodwill
and intangible assets. SFAS No. 142 states that goodwill is no longer subject to
amortization over its estimated useful life. Rather, goodwill will be subject to
at least an annual  assessment  for  impairment  by applying a fair-value  based
test.  Under the new rules,  an acquired  intangible  asset should be separately
recognized and amortized over its useful life (unless an indefinite life) if the
benefit of the intangible asset is obtained  through  contractual or other legal
rights, or if the intangible asset can be sold, transferred, licensed, rented or
exchanged regardless of the acquirer's intent to do so. The Company adopted this
standard on January 1, 2002, until which time the Company  continued to amortize
its existing goodwill and intangible  assets.  The adoption of SFAS No. 142 will
not have a material effect on the Company's  consolidated  results of operations
or financial position.

     In August 2001, the Financial  Accounting  Standards  Board issued SFAS No.
143,  "Accounting  for Asset  Retirement  Obligations".  SFAS No. 143  addresses
financial accounting and reporting obligations associated with the retirement of
tangible  long-lived  assets and the associated asset retirement costs. SFAS No.
143 is effective  for fiscal years  beginning  after June 14, 2002.  The Company
does not expect that the adoption of SFAS No. 143,  which is  effective  for the
Company as of January 1, 2003, will have a material  effect on its  consolidated
results of operations or financial position.

     In August 2001, the Financial  Accounting  Standards  Board issued SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets",  which is
effective  for fiscal years  beginning  after  December 15, 2001,  and addresses
financial  accounting and reporting for the impairment or disposal of long-lived
assets. This statement supersedes SFAS No. 121



                                      -10-
<PAGE>

                 BIO-IMAGING TECHNOLOGIES, INC. AND SUBSIDIARIES
                 -----------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (unaudited)


"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed  Of," and the  accounting  and  reporting  provisions  of Accounting
Principles  Board  Opinion  No.  30,  "Reporting  the  Results of  Operations  -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," for the disposal of
a segment of a business.  The Company  adopted this standard on January 1, 2002.
The  adoption of SFAS No. 144 will not have a material  effect on the  Company's
consolidated results of operations or financial position.

     The Emerging Issues Task Force has issued Topic Number D-103,  which states
that  reimbursements  received for  out-of-pocket  expenses  incurred  should be
recorded as revenue.  This will be effective  for  reporting  periods  beginning
after December 15, 2001, with comparative financial statements for prior periods
reclassified to conform to this presentation.  Historically,  the Company incurs
approximately  $600,000 of  out-of-pocket  expenses  that are  reimbursed by the
customer,  per  quarter,  and offsets  such  reimbursements  against the related
expenses.

Note 6 - Income Tax Provision:

     The Company's  income tax provision of $20,000  relates to estimated  state
income taxes.  The Company has no remaining net operating loss carry forwards in
the  Commonwealth  of  Pennsylvania.  During the three months ended December 31,
2001,  the federal  income tax  provision  has been offset by a reduction in the
Company's valuation  allowance.  Management believes that it is more likely than
not that the net deferred  income tax assets,  recorded as of December 31, 2001,
will be realized in the future.








                                      -11-
<PAGE>

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

OVERVIEW

     Bio-Imaging Technologies, Inc. (the "Company") is a pharmaceutical contract
service  organization,  providing services that support the product  development
process of the pharmaceutical,  biotechnology and medical device industries. The
Company specializes in assisting its clients in the design and management of the
medical-imaging component of clinical trials for all modalities which consist of
computerized  tomography,  magnetic resonance imaging, x-rays, dual energy x-ray
absorptiometry, position emission tomography single photon emission computerized
tomography  and  ultrasound.  The Company  provides  services  which include the
processing  and analysis of medical  images and the  data-basing  and regulatory
submission of medical images, quantitative data and text. In September 2000, the
Company offered a new service called, Bio-Imaging ETCSM. Bio-Imaging ETC focuses
on  education,   training  and  certification  for  medical  imaging  equipment,
facilities and staff.

     On October 25,  2001,  the Company  acquired  the  Intelligent  Imaging(TM)
business  unit  ("Intelligent  Imaging") of  Quintiles,  Inc., a North  Carolina
corporation   ("Quintiles"),   and  a   wholly-owned   subsidiary  of  Quintiles
Transnational   Corporation  (the  "Intelligent   Imaging   Acquisition").   All
Intelligent  Imaging  personnel  (approximately  47) have become employed by the
Company and all of the  clinical  projects,  which were  handled by  Intelligent
Imaging, are now being managed by the combined Company.

     Intelligent  Imaging  specializes  in  providing  digital  medical  imaging
services for clinical  trials and the health care  industry,  a line of business
the Company intends to continue.  In the Intelligent  Imaging  Acquisition,  the
Company  acquired  substantially  all of the assets of  Intelligent  Imaging and
assumed certain liabilities of Intelligent Imaging.

     The assets acquired  included  Intelligent  Imaging's  customer  contracts,
equipment,  permits,  leases and proprietary  rights.  In consideration  for the
assets  purchased,  the Company  issued an unsecured,  subordinated  convertible
promissory  note,  dated as of October  25,  2001,  in the  principal  amount of
$1,000,000  (the "Note").  The Note bears  interest at the rate in effect on the
business day  immediately  prior to the date on which payments are due under the
Note equal to the Three-Month  London Interbank Offering Rate (the "LIBOR Rate")
as published  from time to time in the Wall Street  Journal plus 3%,  compounded
annually  based on a 365-day  year.  The Note,  which is  payable  in  quarterly
installments  with respect to fifty  percent  (50%) of the  aggregate  principal
amount together with all outstanding  interest,  matures on November 1, 2004 and
is  convertible,  in whole or in part,  by Quintiles  any time prior to maturity
into shares of the  Company's  common  stock,  $0.00025  par value (the  "Common
Stock").  The  number  of  shares of  Common  Stock  into  which the Note may be
converted is calculated  by dividing the  outstanding  principal  balance of the
Note ($1,000,000 as of December 31, 2001),  plus all accrued and unpaid interest
thereon  (approximately $13,000 as of December 31, 2001), by the greater of: (i)
75% of the average  closing  price of the  Company's  Common  Stock over the ten
consecutive trading days


                                      -12-
<PAGE>

ending prior to the date of conversion; or (ii) $0.906 per share. As of December
31, 2001, the Note was convertible into approximately 1,118,102 shares of Common
Stock  (using a  conversion  price  of  $0.906  per  share  and a LIBOR  Rate of
1.8813%).  The Company may pay  additional  consideration  if certain  financial
results  are  achieved  (the  maximum  number  of  shares  that may be issued to
Quintiles  pursuant to such provision is 646,247 shares of Common Stock which is
to be paid out no later than  February  15,  2003).  The  Company  also  assumed
certain  liabilities  of  Intelligent  Imaging,  including  all  obligations  of
Intelligent  Imaging  arising  after the closing  under  certain  contracts  and
unearned income reflected on the closing balance sheet.

     The Company's sales cycle (the period from the  presentation by the Company
to a  potential  client to the  engagement  of the  Company  by such  client) is
generally  twelve  months.  In addition,  the contracts  under which the Company
performs services typically cover a period of 12 to 36 months and the volume and
type of services  performed by the Company generally vary during the course of a
project.  No assurance  can be made that the  Company's  project  revenues  will
remain at levels  sufficient to maintain  profitability.  Project  revenues were
generated from 48 clients encompassing 98 distinct projects for the three months
ended  December  31,  2001,  of which 7 new  clients  encompassing  18  distinct
projects  were from the  Intelligent  Imaging  Acquisition.  This compares to 36
clients  encompassing  66 distinct  projects for the three months ended December
31, 2000.  This represents an increase of 33.3% in clients and 48.5% in projects
for the three  months  ended  December  31, 2001 as compared to the three months
ended  December  31,  2000.  The  Company's   contracted/committed  backlog  was
approximately  $28,722,000  as of  December  31,  2001,  of which  approximately
$2,000,000 remains as contracted/committed  backlog from the Intelligent Imaging
Acquisition. This compares to approximately $17,129,000 as of December 31, 2000,
an increase of 67.7%. Contracted/committed backlog is the amount of revenue that
remains to be earned and  recognized  on signed  and agreed to  contracts.  Such
contracts are subject to termination by the Company's clients at any time.

     The Company  believes  that demand for its services and  technologies  will
grow  during  the  long-term  as  the  use  of  digital  technologies  for  data
acquisition  and  management  increases in the  radiology  and drug  development
communities.  The  Company  also  believes  that there is a growing  recognition
within  the  bio-pharmaceutical  industry  regarding  the use of an  independent
centralized core laboratory for analysis of medical-imaging data that is derived
from clinical trials and the regulatory  requirements relating to the submission
of this data. In addition,  the Food and Drug Administration  ("FDA") is gaining
experience with electronic  submissions and is continuing to develop  guidelines
for computerized submission of data, including medical images. Furthermore,  the
increased  use of digital  medical  images in clinical  trials,  especially  for
important  drug  classes such as  anti-inflammatory,  neurologic  and  oncologic
therapeutics and diagnostic  image agents,  generate large amounts of image data
that will require processing, analysis, data management and submission services.
Due  to  several  factors,   including,   without  limitation,  an  increase  in
competition from commercial competitors and academic research centers, there can
be no assurance  that demand for the Company's  services and  technologies  will
grow, sustain growth, or that additional  revenue generating  opportunities will
be realized by the Company.



                                      -13-
<PAGE>

     Certain  matters  discussed  in this  Transition  Report on Form 10-QSB are
"forward-looking  statements"  intended  to qualify  for the safe  harbors  from
liability  established by the Private Securities  Litigation Reform Act of 1995.
Such  forward-looking  statements may be identified by, among other things,  the
use of forward-looking terminology such as "believes," "expects," "may," "will,"
"should," or "anticipates"  or the negative thereof or other variations  thereon
or comparable terminology,  or by discussions of strategy that involve risks and
uncertainties. In particular, the Company's statements regarding the integration
of Intelligent  Imaging into the Company,  the demand for the Company's services
and  technologies,  growing  recognition for the use of independent  centralized
core laboratories, trends toward the outsourcing of imaging services in clinical
trials,  realized return from the Company's  marketing efforts and increased use
of  digital   medical   images  in   clinical   trials  are   examples  of  such
forward-looking  statements.  The  forward-looking  statements include risks and
uncertainties,  including, but not limited to, the timing of revenues due to the
variability in size, scope and duration of projects, regulatory delays, clinical
study results which lead to reductions or cancellations  of projects,  and other
factors, including general economic conditions and regulatory developments,  not
within the Company's  control.  The factors  discussed herein and expressed from
time  to  time  in the  Company's  filings  with  the  Securities  and  Exchange
Commission  could  cause  actual  results  and  developments  to  be  materially
different  from  those  expressed  in  or  implied  by  such   statements.   The
forward-looking  statements  are made only as of the date of this filing and the
Company  undertakes  no  obligation  to  publicly  update  such  forward-looking
statements to reflect subsequent events or circumstances.

     RESULTS OF OPERATIONS

     On  November 6, 2001,  the  Company  changed its fiscal year from ending on
September  30 to  December  31. The  Company has  included  information  for the
transition period from October 1, 2001 to December 31, 2001 in this Form 10-QSB.
The Company  believes  that the three months ended  December 31, 2000 provides a
meaningful comparison to the three months ended December 31, 2001.

     Three Months Ended December 31, 2001 and 2000
     ---------------------------------------------

     Project revenues for the three months ended December 31, 2001 and 2000 were
approximately   $3,322,000  and   $1,775,000,   respectively,   an  increase  of
approximately  $1,547,000 or 87.2%. The increase in project revenues is a result
of revenue from  projects  assumed in the  Intelligent  Imaging  Acquisition  of
approximately  $953,000  and an  increase  in  projects  and  clients  from  the
Company's increasing market share. The Company does not anticipate the amount of
revenue realized from contracts assumed in the Intelligent  Imaging  Acquisition
for   the   three   months   ended   December   31,   2001  to   continue.   The
contracted/committed  backlog from the  Intelligent  Imaging  Acquisition  as of
December  31,  2001  was   approximately   $2,000,000  of  the  Company's  total
contracted/committed   backlog  as  of  December   31,  2001  of   approximately
$28,722,000.  Project  revenues were generated from 48 clients  encompassing  98
distinct  projects for the three months ended  December 31, 2001, of



                                      -14-
<PAGE>

which 7 new clients  encompassing 18 distinct projects were from the Intelligent
Imaging  Acquisition.  This  compares  to 36 clients  encompassing  66  distinct
projects  for the  three  months  ended  December  31,  2000.  Project  revenues
generated from the Company's client base continue to be highly concentrated. One
client encompassing 2 projects represented  approximately 23.3% of the Company's
project  revenues for the three months  ended  December 31, 2001,  while for the
comparable  period last year, two clients  encompassing  5 projects  represented
approximately  38.7% of the  Company's  project  revenues.  No  other  customers
accounted  for more than 10% of  project  revenues  in each of the  three  month
periods ended  December 31, 2001 and 2000.  The Company's  scope of work in both
periods  included  primarily   medical-imaging   core  laboratory  services  and
image-based information management services.

     Cost of revenues  for the three  months  ended  December 31, 2001 and three
months ended  December  31, 2000 were  comprised  of  professional  salaries and
benefits  and  allocated  overhead.  Cost of revenues for the three months ended
December 31, 2001 and three months  ended  December 31, 2000 were  approximately
$2,275,000 and $983,000,  respectively,  an increase of approximately $1,292,000
or 131.4%.  This increase is primarily  attributable to personnel and facilities
assumed as part of the Intelligent Imaging  Acquisition,  along with an increase
in staffing levels required for project related tasks for the three months ended
December 31, 2001.  The Company  anticipates  utilizing  the excess  Intelligent
Imaging resource capacity to fulfill current and anticipated projects.

     The difference  between project revenues and cost of revenues may fluctuate
as a percentage of project  revenues  based on the  utilization of staff and the
mix of services  provided by the  Company to its clients  during the  comparable
periods.  The decrease in this  percentage  difference in the three months ended
December 31, 2001 from the three months ended  December 31, 2000  resulted  from
greater  additional  costs  associated  with the  integration of the Intelligent
Imaging Acquisition as compared to the additional revenue derived therefrom.

     General  and  administrative  expenses  in each of the three  months  ended
December 31, 2001 and three months ended December 31, 2000  consisted  primarily
of  professional   salaries  and  benefits,   depreciation   and   amortization,
professional  and  consulting  services,  office rent and  corporate  insurance.
General and  administrative  expenses were  approximately  $560,000 in the three
months ended  December 31, 2001 and  approximately  $339,000 in the three months
ended December 31, 2000. The increase during the three months ended December 31,
2001 of approximately  $221,000,  or 65.2%, from the three months ended December
31, 2000, is primarily  attributable  to an increase in corporate  insurance and
professional  services  associated with general corporate matters resulting from
the Intelligent Imaging Acquisition.

     Sales and marketing expenses in each of the three months ended December 31,
2001 and three months ended December 31, 2000 were comprised of direct sales and
marketing  costs,  professional  salaries and benefits and  allocated  overhead.
Sales and  marketing  expenses were  approximately  $383,000 in the three months
ended  December  31, 2001 and  approximately  $392,000 in the three months ended
December 31, 2000. The decrease during the three months



                                      -15-
<PAGE>

ended December 31, 2001 of approximately  $9,000, or 2.3%, from the three months
ended December 31, 2000,  resulted primarily from decreased expenses  associated
with marketing  efforts,  offset in part by additional  personnel assumed in the
Intelligent Imaging Acquisition.

     Total cost and expenses in each of the three months ended December 31, 2001
and  three  months  ended  December  31,  2000  consisted  primarily  of cost of
revenues,  general and administrative expenses and sales and marketing expenses.
The  Company's  cost and expenses  were  approximately  $3,219,000  in the three
months ended December 31, 2001 and approximately  $1,715,000 in the three months
ended December 31, 2000. This increase of approximately $1,504,000, or 87.7%, is
due primarily to an increase in personnel resulting from the Intelligent Imaging
Acquisition,  along with an increase in  professional  services  associated with
general corporate matters.

     Net interest expense of approximately $21,000 during the three months ended
December  31,  2001,  resulted  from  interest  expense  incurred  on  both  the
convertible  promissory  note and  equipment  lease  obligations.  Net  interest
expense was approximately $8,000 in the three months ended December 31, 2000.

     The Company's  income tax provision of $20,000  relates to estimated  state
income taxes.  The Company has no remaining net operating loss carry forwards in
the  Commonwealth  of  Pennsylvania.  During the three months ended December 31,
2001,  the federal  income tax  provision  has been offset by a reduction in the
Company's valuation  allowance.  Management believes that it is more likely than
not that the net deferred  income tax assets,  recorded as of December 31, 2001,
will be realized in the future.

     The Company's  net income for the three months ended  December 31, 2001 was
approximately $63,000, while the Company had net income of approximately $53,000
in the three months ended  December 31, 2000.  The  Company's net income for the
three months ended  December  31, 2001 was  attributable  primarily to increased
revenues  associated  with an increase in the number of clients and projects for
which the Company was engaged to perform services, offset, in part, by the costs
associated with the integration of the Intelligent Imaging Acquisition.

     LIQUIDITY AND CAPITAL RESOURCES

     At  December  31,  2001,  the  Company  had cash and  cash  equivalents  of
approximately  $500,000.  Working capital at December 31, 2001 was approximately
$1,533,000.

     Net cash provided by operating activities was approximately  $253,000 which
includes  changes in certain of the Company's  operating assets and liabilities.
The net income of approximately  $63,000, the decrease in accounts receivable of
approximately  $349,000  (excluding  the  accounts  receivable  assumed  in  the
Intelligent  Imaging  Acquisition)  and the  increase  in  accounts  payable  of
approximately  $224,000  was offset by a decrease in accrued  expenses and other
current liabilities of approximately $150,000 and a decrease in deferred revenue
of  approximately  $367,000.  The  statement  of cash flows for the three months
ended



                                      -16-
<PAGE>

December 31, 2001 reflects the issuance of the Note and the contingent liability
incurred  in  connection  with the assets  acquired in the  Intelligent  Imaging
Acquisition, as a non-cash transaction.

     For the  three  months  ended  December  31,  2001,  the  Company  invested
approximately  $192,000  in capital  and  leasehold  improvements.  The  Company
currently  anticipates  that  capital  expenditures  for the fiscal  year ending
December 31, 2002 will be approximately  $800,000.  These expenditures represent
additional  upgrades  in  the  Company's  networking,   data  storage  and  core
laboratory  capabilities for both the United States and European  operations and
software investment in CFR 21 Part 11 compliance.

     In December 1999, the Company entered into an accounts receivable financing
agreement with Silicon Valley Bank (the "Bank"),  whereby the Company may assign
up to $500,000 of eligible  accounts  receivable to the Bank. In March 2000, the
Bank  increased  the  eligible  accounts  receivable  to  $1,000,000.  Under the
agreement,  the Bank may advance the Company up to 80% of the assigned  accounts
receivable  amount.  Upon  collection  by the Bank,  the balance of the assigned
accounts  receivable  would be remitted to the Company net of the Bank's finance
charges and administration  fees. A 1.00%  administrative fee of the face amount
of the assigned receivable may be charged by the Bank along with a 1.75% finance
charge per month of the average daily account balance outstanding.  Although the
agreement is contractually  renewable each year, it is cancelable by the Bank at
any time.  During the three months ended  December 31, 2001, the Company did not
assign any accounts  receivable to the Bank.  At December 31, 2001,  the Company
had repaid its borrowings and had a $0 balance with the Bank.

     In connection with the Intelligent Imaging Acquisition,  beginning February
1, 2002,  the Company is  obligated  to pay  quarterly  payments of principal of
$41,667  under the Note,  plus  accrued  interest  thereon,  and one  payment of
$500,000 on November 1, 2004,  unless the Note is converted  into the  Company's
Common Stock.  The Note bears interest at the rate in effect on the business day
immediately  prior to the date on which payments are due under the Note equal to
the LIBOR Rate as  published  from time to time in the Wall Street  Journal plus
3%, compounded  annually based on a 365-day year. Using the LIBOR Rate in effect
as of  December  31,  2001,  the  quarterly  interest  due on the Note  would be
approximately $13,000.

     The Company  anticipates  that its cash and cash equivalents as of December
31, 2001, together with anticipated cash from operations,  will be sufficient to
fund current  working  capital needs and capital  requirements  for at least the
next twelve  months.  There can be no  assurance,  however,  that the  Company's
operating  results will continue to achieve  profitability on an annual basis in
the near future.  The Company's past history of operating losses,  together with
the risks  associated  with the  integration  of  Intelligent  Imaging  into the
Company, the Company's ability to gain new client contracts,  the variability of
the timing of payments on existing  client  contracts  and other  changes in the
Company's  operating assets and liabilities,  may have a material adverse affect
on the Company's future liquidity. In connection therewith, the Company may need
to raise  additional  capital  in the  foreseeable  future  from  equity or debt
sources in order to



                                      -17-
<PAGE>

implement  its  business,   sales  or  marketing   plans,   take   advantage  of
unanticipated  opportunities  (such as more  rapid  expansion,  acquisitions  of
complementary  businesses  or the  development  of new  services),  to  react to
unforeseen  difficulties  (such as the decrease in the demand for the  Company's
services  or the  timing of  revenues  due to a variety  of  factors  previously
discussed) or to otherwise respond to unanticipated competitive pressures. There
can be no assurance that additional  financing will be available,  if at all, on
terms acceptable to the Company.

     The Company's 2002 operating plan contains  assumptions  regarding  revenue
and  expenses.  The  achievement  of the operating  plan depends  heavily on the
timing of work performed by the Company on existing  projects and the ability of
the Company to gain and perform work on new projects.  Project cancellation,  or
delays in the timing of work  performed  by the Company on existing  projects or
the inability of the Company to gain and perform work on new projects could have
an adverse  impact on the Company's  ability to execute its  operating  plan and
maintain  adequate  cash  flow.  In the  event  actual  results  do not meet the
operating plan, the Company's  management  believes it could execute contingency
plans to mitigate such effects. Such plans include additional financing,  to the
extent available,  through the accounts receivable financing agreement discussed
above.  Considering  the  cash on  hand  and  based  on the  achievement  of the
operating plan and management's  actions taken to date,  management  believes it
has the ability to continue to generate sufficient cash to satisfy its operating
requirements  in the normal  course of business.  However,  no assurance  can be
given that sufficient cash will be generated from operations.









                                      -18-
<PAGE>

                           PART II. OTHER INFORMATION.
                           ---------------------------


ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS.

     In   consideration   for  the  assets  purchased  in  connection  with  the
Intelligent Imaging Acquisition,  the Company issued an unsecured,  subordinated
convertible  promissory  note,  dated as of October 25, 2001,  in the  principal
amount of $1,000,000 to Quintiles. The Note bears interest at the rate in effect
on the  business  day  immediately  prior to the date on which  payments are due
under the Note  equal to the LIBOR  Rate as  published  from time to time in the
Wall Street  Journal plus 3%,  compounded  annually based on a 365-day year. The
Note, which is payable in quarterly  installments  with respect to fifty percent
(50%) of the aggregate principal amount together with all outstanding  interest,
matures  on  November  1,  2004 and is  convertible,  in  whole  or in part,  by
Quintiles any time prior to maturity into shares of the Company's  Common Stock.
The number of shares of Common  Stock into  which the Note may be  converted  is
calculated by dividing the outstanding principal balance of the Note ($1,000,000
as of December 31, 2001),  plus all accrued and unpaid interest thereon ($13,000
as of December  31,  2001),  by the  greater of: (i) 75% of the average  closing
price of the Company's Common Stock over the ten consecutive trading days ending
prior to the date of conversion;  or (ii) $0.906 per share.  As a result,  as of
December 31, 2001, the Note was convertible into approximately  1,118,102 shares
of Common Stock (using a conversion rate of $0.906 per share and a LIBOR Rate of
1.8813%).

     No underwriter  was employed by the Company in connection with the issuance
of the Note. The Company  believes that the issuance of the Note was exempt from
registration  under Section 4(2) of the  Securities Act of 1933, as amended (the
"Securities Act").  Quintiles was an accredited investor (as defined in Rule 501
promulgated by the Securities and Exchange Commission pursuant to the Securities
Act),  had  adequate  access to  information  about the Company and acquired the
securities for investment only and not with a view to distribution.


ITEM 5.     OTHER INFORMATION.

     On October  25,  2001,  the Company  consummated  the  Intelligent  Imaging
Acquisition.  All Intelligent  Imaging personnel  (approximately 47) have become
employed by the Company and all of the clinical projects,  which were handled by
Intelligent Imaging, are now being managed by the combined Company.

     Intelligent  Imaging  specializes  in  providing  digital  medical  imaging
services for clinical  trials and the health care  industry,  a line of business
the Company intends to continue.  In the Intelligent  Imaging  Acquisition,  the
Company  acquired  substantially  all of the assets of  Intelligent  Imaging and
assumed certain liabilities of Intelligent Imaging.



                                      -19-
<PAGE>

     The assets acquired  included  Intelligent  Imaging's  customer  contracts,
equipment,  permits,  leases and proprietary  rights.  In consideration  for the
assets purchased,  the Company issued the Note as more fully discussed in Item 2
above. The Company may pay additional consideration if certain financial results
are  achieved  (the  maximum  number of shares  that may be issued to  Quintiles
pursuant to such provision is 646,247 shares of Common Stock which is to be paid
out no  later  than  February  15,  2003).  The  Company  also  assumed  certain
liabilities of  Intelligent  Imaging,  including all  obligations of Intelligent
Imaging  arising after the closing under certain  contracts and unearned  income
reflected on the closing balance sheet.

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

        (a)    Exhibits.

               2.1    Asset Purchase  Agreement,  dated October 25, 2001, by and
                      between the Company and Quintiles,  Inc.  (Incorporated by
                      reference to Exhibit 2.1 to the Company's  Current  Report
                      on Form 8-K dated October 25, 2001.)

               4.1    Convertible  Promissory Note, dated October 25, 2001, made
                      by the Company payable to Quintiles, Inc. (Incorporated by
                      reference to Exhibit 4.1 to the Company's  Current  Report
                      on Form 8-K dated October 25, 2001.)

               4.2    Registration  Rights  Agreement,  dated as of October  25,
                      2001,  by and  between the  Company  and  Quintiles,  Inc.
                      (Incorporated by reference to Exhibit 4.2 to the Company's
                      Current Report on Form 8-K/A dated October 25, 2001.)

               10.1   Lease  between the  Plymouth  Woods and the Company  dated
                      December  8,  1997,  as  amended  on  February  25,  1999.
                      (Incorporated   by   reference  to  Exhibit  10.1  of  the
                      Company's Annual Report on Form 10-KSB for the fiscal year
                      ended September 30, 2001.)

        (b)    Reports on Form 8-K.

               Report  on Form 8-K filed on  November  9,  2001  (reporting  the
        Intelligent Imaging Acquisition on October 25, 2001).

               Report on Form 8-K/A  filed on January  8, 2002  (filing  Audited
        Financial  Statements of the Intelligent  Imaging division as of and for
        the fiscal  years  ended  September  30,  2001 and 2000,  and  Unaudited
        Pro-Forma Combined Condensed Financial Statements of the Company).




                                      -20-
<PAGE>

                                   SIGNATURES


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

                                       BIO-IMAGING TECHNOLOGIES, INC.


DATE:  February 14, 2002               By:/s/ Mark L. Weinstein
                                          --------------------------------------
                                          Mark L. Weinstein, President, Chief
                                          Executive Officer and Chief Financial
                                          Officer
                                          (Principal Executive Officer and
                                          Principal Financial Officer)



DATE:  February 14, 2002               By:/s/ Maria T. Kraus
                                          --------------------------------------
                                          Maria T. Kraus, Controller
                                          (Principal Accounting Officer)






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