s==============================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-K/A
                                (Amendment No. 3)


(Mark One)
[X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE  ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended DECEMBER 31, 2000

                                       OR

[ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from____________ to __________
Commission file number 0-6906

                                 MEDICORE, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           FLORIDA                                          59-0941551
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

  2337 WEST 76TH STREET, HIALEAH, FLORIDA                           33016
 (Address of principal executive offices)                         (Zip Code)

        Registrant's telephone number, including area code (305) 558-4000

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                               TITLE OF EACH CLASS

                          Common Stock, $.01 par value

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No____

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

         The aggregate market value of the voting stock held by non-affiliates
of the registrant based upon the closing price of the common stock on March 23,
2001 was approximately $3,408,150.

         As of March 21, 2001 the company had outstanding 5,710,540 shares of
common stock.
================================================================================
<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

         Registrant's Annual Reports, Forms 10-K, for the years ended December
31, 1994, 1995, 1997, and 1998 Part IV, Exhibits.

         Annual Reports for Registrant's Subsidiary, Techdyne, Inc., Forms 10-K
for the years ended December 31, 1991, 1995 and 1997, Part IV, Exhibits.

         Registration Statement of Registrant's Subsidiary, Techdyne, Inc., Form
SB-2, effective September 13, 1995, Registration No. 33-94998-A, Part II, Item
27, Exhibits.

         Registration Statement of Registrant's Subsidiary, Techdyne, Inc., Form
S-3, Effective December 11, 1996, Registration No. 333-15371, Part II, Item 16,
Exhibits.

         Annual Report for Registrant's Subsidiary Dialysis Corporation of
America, Form 10-K for the years ended December 31, 1996, 1997 and 1998, Part
IV, Exhibits.

         Registration Statement of Registrant's Subsidiary, Dialysis Corporation
of America, Form SB-2, effective April 17, 1996, Registration No. 333-80877A,
Part II, Item 27, Exhibits.
<PAGE>

Item 8.  Financial Statements and Supplementary Data

         LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
                   FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
                                CERTAIN EXHIBITS
                          FINANCIAL STATEMENT SCHEDULES
                          YEAR ENDED DECEMBER 31, 2000
                                 MEDICORE, INC.
                                HIALEAH, FLORIDA
<PAGE>

                        FORM 10-K--ITEM 14(A)(1) AND (2)

                         MEDICORE, INC. AND SUBSIDIARIES

                          LIST OF FINANCIAL STATEMENTS

The following consolidated financial statements of Medicore, Inc. and
subsidiaries are included in Item 8:


                                                                           PAGE

Consolidated Balance Sheets--December 31, 2000 and 1999.................    F-4

Consolidated Statements of Operations--Years ended December 31, 2000,
   1999, and 1998.......................................................    F-5

Consolidated Statements of Stockholders' Equity--Years ended
December 31, 2000, 1999 and 1998........................................    F-6

Consolidated Statements of Cash Flows--Years ended December 31, 2000,
1999, and 1998..........................................................    F-7

Notes to Consolidated Financial Statements--December 31, 2000...........    F-8

The following financial statement schedule of Medicore, Inc. and subsidiaries is
included in Item 14(d):

           Schedule II-Valuation and qualifying accounts.

           All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable, and therefore have been
omitted.

                                      F-1
<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Shareholders and Board of Directors
Medicore, Inc.

We have audited the accompanying consolidated balance sheets of Medicore, Inc.
and subsidiaries as of December 31, 2000 and 1999, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
two years in the period ended December 31, 2000. Our auditsalso included the
Financial Statement Schedule listed in the Index at Item 14(a). These financial
statements and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Medicore, Inc. and subsidiaries at December 31, 2000 and 1999, and the
consolidated results of their operations and their cash flows each of the two
years in the period ended December 31, 2000, in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

                                           /s/ WISS & COMPANY LLP

May 11, 2001
Livingston, New Jersey

                                      F-2
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Shareholders and Board of Directors
Medicore, Inc.

We have audited the accompanying consolidated statements of income,
stockholders' equity, and cash flows of Medicore, Inc. and subsidiaries for the
year ended December 31, 1998. Our audit included the information related to the
year ended December 31, 1998 on the financial statement schedule listed in
the Index at Item 14(a). These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated results of operations and
cash flows of Medicore, Inc. and subsidiaries for the year ended December 31,
1998, in conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related financial statement schedule for the
year ended December 31, 1998, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

                                                /s/ ERNST & YOUNG LLP

March 22, 1999
Miami, Florida

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                         MEDICORE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                                                             DECEMBER 31,   DECEMBER 31,
                                                                                2000            1999
                                                                            ------------    ------------
                                               ASSETS
CURRENT ASSETS

<S>                                                                         <C>             <C>
  Cash and cash equivalents                                                 $  1,464,543    $  4,151,150
  Marketable securities                                                               --           9,520
  Accounts receivable, less allowances of
    $452,000 in 2000 and $431,000 in 1999                                      9,612,264       8,958,837
  Note receivable                                                              2,200,000              --
  Inventories, less allowance for obsolescence
    of $798,000 in 2000 and $724,000 in 1999                                  11,165,131      10,097,974
  Prepaid expenses and other current assets                                    1,199,846         810,806
  Deferred tax asset                                                             673,463         614,308
                                                                            ------------    ------------
                     Total current assets                                     26,315,247      24,642,595

PROPERTY AND EQUIPMENT
  Land and improvements                                                        1,205,908       1,012,455
  Building and building improvements                                           3,797,877       3,071,948
  Equipment and furniture                                                     11,729,212      11,455,449
  Leasehold improvements                                                       2,367,835       2,243,658
                                                                            ------------    ------------
                                                                              19,100,832      17,783,510
  Less accumulated depreciation and amortization                               7,760,067       7,309,250
                                                                            ------------    ------------
                                                                              11,340,765      10,474,260
DEFERRED EXPENSES AND OTHER ASSETS                                               177,327         111,392

COSTS IN EXCESS OF NET TANGIBLE ASSETS ACQUIRED,
   less accumulated amortization of $932,000 in 2000 and $749,000 in 1999      3,595,020       3,381,718
                                                                            ------------    ------------
                                                                            $ 41,428,359    $ 38,609,965
                                                                            ============    ============

                                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Short-term bank borrowings                                                $         --    $     30,024
  Accounts payable                                                             4,914,570       5,568,972
  Accrued expenses and other current liabilities                               2,697,523       2,210,345
  Current portion of long-term debt                                            1,150,079         732,677
  Income taxes payable                                                           180,884         260,481
                                                                            ------------    ------------
                     Total current liabilities                                 8,943,056       8,802,499

LONG-TERM DEBT                                                                10,354,734       8,363,497

DEFERRED INCOME TAXES                                                          2,251,388       1,814,743

MINORITY INTEREST IN SUBSIDIARIES                                              6,345,310       5,346,779

COMMITMENTS

STOCKHOLDERS' EQUITY
  Common stock, $.01 par value; authorized 12,000,000 shares;
     5,710,540 shares issued and outstanding in 2000;
     5,705,740 shares issued and outstanding in 1999                              57,105          57,075
  Capital in excess of par value                                              11,705,837      11,961,030
  Retained earnings                                                            1,929,447       2,335,881
  Accumulated other comprehensive loss:
     Foreign currency translation adjustment                                    (158,518)        (74,505)
     Unrealized gain on marketable securities for sale                                --           2,966
                                                                            ------------    ------------
          Total accumulated other comprehensive loss                           (158,518)        (71,539)
                                                                            ------------    ------------
                     Total Stockholders' Equity                               13,533,871      14,282,447
                                                                            ------------    ------------
                                                                            $ 41,428,359    $ 38,609,965
                                                                            ============    ============
</TABLE>

                 See notes to consolidated financial statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                         MEDICORE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                            Year Ended December 31,
                                                                  --------------------------------------------
                                                                      2000            1999             1998
                                                                  ------------    ------------    ------------
REVENUES
  Sales:
<S>                                                               <C>             <C>             <C>
    Product sales                                                 $ 53,825,185    $ 49,415,808    $ 45,829,486
    Medical service revenues                                         8,769,470       5,498,541       3,552,279
                                                                  ------------    ------------    ------------
       Total sales                                                  62,594,655      54,914,349      49,381,765
  Gain on subsidiary warrants exercise                                 276,178              --              --
  Realized gain on sale of marketable securities                            --         263,144          12,780
  Other income                                                         532,730         466,925         753,984
                                                                  ------------    ------------    ------------
                                                                    63,403,563      55,644,418      50,148,529
COST AND EXPENSES Cost of sales:
    Cost of product sales                                           47,339,365      43,318,325      39,944,521
    Cost of medical services                                         5,833,081       3,964,258       2,516,239
                                                                  ------------    ------------    ------------
       Total cost of sales                                          53,172,446      47,282,583      42,460,760
  Selling, general and administrative expense                        9,347,998       8,225,600       7,017,524
  Provision for doubtful accounts                                      220,244         103,113         106,364
  Interest expense                                                     906,604         674,500         592,414
                                                                  ------------    ------------    ------------
                                                                    63,647,292      56,285,796      50,177,062
                                                                  ------------    ------------    ------------
    LOSS BEFORE INCOME TAXES
        MINORITY INTEREST AND EQUITY IN
        AFFILIATE LOSS                                                (243,729)       (641,378)        (28,533)

Income tax provision (benefit)                                         113,604          57,186        (352,369)
                                                                  ------------    ------------    ------------

    (LOSS) INCOME BEFORE MINORITY INTEREST
        AND EQUITY IN AFFILIATE LOSS                                  (357,333)       (698,564)        323,836

Minority interest in income (loss) of consolidated subsidiaries         28,205         (85,507)        225,415

Equity in affiliate loss                                               (20,896)             --              --
                                                                  ------------    ------------    ------------

       NET (LOSS) INCOME                                          $   (406,434)   $   (613,057)   $     98,421
                                                                  ============    ============    ============

(Loss) earnings per share:
   Basic                                                               $(.07)         $(.11)           $.02
                                                                       ======         ======           ====
   Diluted                                                             $(.07)         $(.11)           $.01
                                                                       ======         ======           ====
</TABLE>

                 See notes to consolidated financial statements.

                                      F-5
<PAGE>
<TABLE>
<CAPTION>


                                                   MEDICORE, INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY



                                                                                CAPITAL IN
                                                                  COMMON         EXCESS OF      COMPREHENSIVE       RETAINED
                                                                  STOCK          PAR VALUE      INCOME (LOSS)       EARNINGS
                                                                ----------       ---------      -------------       --------
<S>                                                            <C>             <C>                <C>              <C>
   Balance December 31, 1997                                    $  58,569      $13,040,877                         $2,850,517
   Comprehensive income:
      Net income                                                                                   $   98,421          98,421
      Foreign currency translation adjustments                                                         11,671
      Unrealized loss on marketable securities:
      Unrealized holding loss arising during period, net of                                           (45,009)
                                                                                                   ----------
   tax
   Comprehensive income                                                                            $   65,083
                                                                                                   ==========
   Exercise of subsidiary stock options                                           (150,756)
   Repurchase of stock by subsidiary                                                78,696
   Subsidiary advance toward acquisition price guarantee                          (785,792)
   Subsidiary acquisition price adjustment                                         251,600
   Subsidiary acquisition of minority interest                                      23,386
   Consultant stock options                                                         12,806
   Repurchase of 133,200 common shares
                                                                ---------       ----------                       ------------     -
   Balance December 31, 1998                                       58,569       12,470,817                          2,948,938
   Comprehensive (loss) income:
      Net loss                                                                                      $(613,057)       (613,057)
      Foreign currency translation adjustments                                                        (55,048)
      Unrealized loss on marketable securities:
      Unrealized holding gain arising during period, net of tax                                         2,966
      Less reclassification adjustments, net of tax,
         for gain included in net (loss) income                                                      (130,204)
                                                                                                   ----------
      Unrealized holding loss, net of reclassification                                               (127,238)
                                                                                                   ----------
   Comprehensive loss                                                                               $(795,343)
                                                                                                   -=========
   Consultant stock options                                                         24,360
   Exercise of subsidiary stock options                                            (53,205)
   Subsidiary stock option issuances                                               104,040
   Conversion of Techdyne note                                                       7,363
   Sale of subsidiary minority interest                                              2,693
   Settlement subsidiary acquisition price guarantee                              (366,987)
   Repurchase of 8,000 common shares
   Cancellation of treasury shares                                 (1,494)        (228,051)
                                                                ---------      -----------                       ------------     -

   Balance December 31, 1999                                       57,075       11,961,030                          2,335,881
   Comprehensive loss
   Net loss                                                                                        $ (406,434)       (406,434)
   Foreign currency translation adjustments                                                           (84,013)
   Unrealized loss on marketable securities:
   Unrealized holding loss arising during period, net of tax                                              ---
   Less reclassification adjustments, net of tax,
   for shares written off                                                                              (2,966)
                                                                                                   ----------
   Comprehensive loss                                                                              $ (493,413)
                                                                                                   ==========
   Finders fee stock option expense                                                 69,000
   Stock option expense                                                             70,500
   Adjustment for subsidiary minority capital contribution                         123,817
   Exercise of subsidiary stock options                                           (602,055)
   Repurchase of stock by subsidiary                                                76,435
   Stock option exercises                                              30            7,110
                                                              ------=====      -----------                       ============
   Balance December 31, 2000                                      $57,105      $11,705,837                       $  1,929,447
                                                              ------=====      ===========
</TABLE>


<TABLE>
<CAPTION>

                                                                 ACCUMULATED
                                                                    OTHER
                                                                COMPREHENSIVE       TREASURY
                                                                INCOME (LOSS)         STOCK          TOTAL
                                                                -------------         -----          -----
<S>                                                              <C>            <C>                <C>
   Balance December 31, 1997                                     $   144,085    $   (16,790)       $16,077,258
   Comprehensive income:
      Net income
      Foreign currency translation adjustments                        11,671
      Unrealized loss on marketable securities:
      Unrealized holding loss arising during period, net of          (45,009)

   tax
   Comprehensive income                                                                                 65,083

   Exercise of subsidiary stock options                                                               (150,756)
   Repurchase of stock by subsidiary                                                                    78,696
   Subsidiary advance toward acquisition price guarantee                                              (785,792)
   Subsidiary acquisition price adjustment                                                             251,600
   Subsidiary acquisition of minority interest                                                          23,386
   Consultant stock options                                                                             12,806
   Repurchase of 133,200 common shares                                             (204,589)          (204,589)
                                                              --------------       --------      --------------
   Balance December 31, 1998                                         110,747       (221,379)        15,367,692
   Comprehensive (loss) income:
      Net loss
      Foreign currency translation adjustments                       (55,048)
      Unrealized loss on marketable securities:
      Unrealized holding gain arising during period, net of
   tax

      Less reclassification adjustments, net of tax,
         for gain included in net (loss) income

      Unrealized holding loss, net of reclassification              (127,238)

   Comprehensive loss                                                                                 (795,343)

   Consultant stock options                                                                             24,360
   Exercise of subsidiary stock options                                                                (53,205)
   Subsidiary stock option issuances                                                                   104,040
   Conversion of Techdyne note                                                                           7,363
   Sale of subsidiary minority interest                                                                  2,693
   Settlement subsidiary acquisition price guarantee                                                  (366,987)
   Repurchase of 8,000 common shares                                                 (8,166)            (8,166)
   Cancellation of treasury shares                                                  229,545
                                                              --------------        -------
                                                                                                           ---
   Balance December 31, 1999                                         (71,539)           ---         14,282,447
   Comprehensive loss
   Net loss
   Foreign currency translation adjustments                          (84,013)
   Unrealized loss on marketable securities:
   Unrealized holding loss arising during period, net of tax
   Less reclassification adjustments, net of tax,
   for shares written off                                             (2,966)

   Comprehensive loss                                                                                 (493,413)

   Finders fee stock option expense                                                                     69,000
   Stock option expense                                                                                 70,500
   Adjustment for subsidiary minority capital contribution                                             123,817
   Exercise of subsidiary stock options                                                               (602,055)
   Repurchase of stock by subsidiary                                                                    76,435
   Stock option exercises                                                                                7,140
                                                                   ==========   ============       ===========
   Balance December 31, 2000                                       $(158,518)   $        ---       $13,533,871
                                                                   ==========   ============       ===========

</TABLE>

    See notes to consolidated financial statements.


                                      F-6
<PAGE>


                         MEDICORE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                               YEAR ENDED DECEMBER 31,

                                                                          2000           1999            1998
                                                                    ------------     -----------     -----------
OPERATING ACTIVITIES
<S>                                                                 <C>             <C>             <C>
  Net (loss) income                                                 $   (406,434)   $   (613,057)   $     98,421
  Adjustments to reconcile net (loss) income
     to net cash used in operating activities:
     Depreciation                                                      1,943,524       1,732,487       1,434,638
     Amortization                                                        220,647         181,594         161,542
     Bad debt expense                                                    220,244         103,113         106,364
     Provision for inventory obsolescence                                421,888         404,762         437,095
     Stock option related compensation expense                            70,500         153,000              --
     Gain on sale of securities                                               --        (263,144)        (12,780)
     Minority interest                                                    28,205         (85,507)        225,415
     Equity in affiliate losses                                           20,896              --              --
     Loss on writeoff of marketable securities                            42,317              --              --
     Deferred income taxes                                               162,348          40,100         (29,295)
     Consultant stock option expense                                      23,448          16,552          17,651
     Finders' fee stock options expense                                   69,000              --              --
     Gain on subsidiary stock offering and warrants exercise            (276,178)             --              --
     Increase (decrease) relating to operating activities from:
       Accounts receivable                                              (939,556)     (2,819,365)        (59,740)
       Inventories                                                    (1,531,788)     (2,122,458)       (138,866)
       Prepaid expenses and other current assets                        (178,725)       (142,453)        181,018
       Accounts payable                                                 (636,582)      1,966,247        (783,100)
       Accrued expenses and other current liabilities                    523,597         194,881        (307,010)
       Income taxes payable                                               31,871        (141,852)     (1,359,496)
                                                                    ------------    ------------    ------------
              Net cash used in operating activities                     (190,778)     (1,395,100)        (28,143)
INVESTING ACTIVITIES
  Redemption of minority interest in subsidiaries                             --              --        (385,375)
  Notes receivable from Linux Global Partners                         (2,200,000)             --              --
  Subsidiary acquisition payments                                       (395,806)     (1,389,530)       (153,818)
  Advance on subsidiary acquisition price guarantee                           --              --      (1,277,711)
  Additions to property and equipment, net of minor disposals         (2,362,673)     (2,406,650)     (1,776,381)
  Proceeds from sale of securities                                            --         292,354         252,780
  Deferred expenses and other assets                                     (13,517)         55,025         (56,414)
  Purchase of marketable securities                                      (37,580)        (33,947)             --
  Sale of minority interest in subsidiaries                              206,000           6,040              --
  Loan to MainStreet                                                    (140,000)             --              --
  Investment in affiliate                                                (28,589)             --              --
  Loan to medical director practice                                      (83,521)             --              --
                                                                    ------------    ------------    ------------
              Net cash used in investing activities                   (5,055,686)     (3,476,708)     (3,396,919)
FINANCING ACTIVITIES
  Borrowings to finance subsidiary acquisition                                --              --         600,000
  Line of credit borrowings                                            1,779,375       1,867,590         413,709
  Other short-term bank borrowings                                            --         405,024              --
  Payments on short-term bank borrowings                                 (30,024)       (375,000)             --
  Proceeds from long-term borrowings                                     850,000         783,333              --
  Payments on long-term borrowings                                      (741,999)       (922,145)     (1,081,928)
  Proceeds from exercise of stock options and warrants                   777,440             500           1,150
  Subsidiary repurchase of stock                                         (96,031)             --        (108,690)
  Repurchase of stock                                                         --          (8,166)       (204,589)
  Deferred financing costs                                                  (505)             --              --
                                                                    ------------    ------------    ------------
              Net cash provided by (used in) financing activities      2,538,256       1,751,136        (380,348)
Effect of exchange rate fluctuations on cash                              21,601         (22,885)            699
                                                                    ------------    ------------    ------------
(Decrease) increase in cash and cash equivalents                      (2,686,607)     (3,143,557)     (3,804,711)
Cash and cash equivalents at beginning of year                         4,151,150       7,294,707      11,099,418
                                                                    ------------    ------------    ------------
Cash and cash equivalents at end of year                            $  1,464,543    $  4,151,150    $  7,294,707
                                                                    ============    ============    ============

</TABLE>

                 See notes to consolidated financial statements.

                                      F-7
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Business: The Company has four reported business segments. The
electro-mechanical segment, Techdyne, is an international contract manufacturer
of electronic and electro-mechanical products primarily manufactured to customer
specifications in the data processing, telecommunication, instrumentation and
food preparation equipment industries. The medical services segment, DCA, owns
and operates eight kidney dialysis centers located in Pennsylvania, New Jersey
and Georgia and has agreements to provide inpatient dialysis treatments to
various hospitals and provides supplies and equipment for dialysis home
patients. The medical products segment is engaged in the manufacture and
distribution of medical supplies. A fourth segment, investment in technology
companies, was initiated in January, 2000 with an investment in and financing to
Linux software companies.

         Consolidation: The Consolidated Financial Statements include the
accounts of Medicore, Inc., Medicore's 60.6% owned subsidiary, Dialysis
Corporation of America ("DCA") and Medicore's 71.3% owned subsidiary, Techdyne,
Inc. ("Techdyne") and its subsidiaries Lytton Incorporated ("Lytton"), Techdyne
(Europe) Limited ("Techdyne (Europe)"), and Techdyne (Livingston) Limited which
is a subsidiary of Techdyne (Europe), collectively known as the Company. All
material intercompany accounts and transactions have been eliminated in
consolidation.  DCA has a 40% interest in an Ohio dialysis center it manages,
which is accounted for by the equity method and not consolidated for financial
reporting purposes.

         Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

         Sale of Stock By Subsidiaries: The Company follows an accounting policy
of recognizing income on sales of stock by its subsidiaries, which includes
exercise of warrants issued in subsidiary stock offerings.

         Marketable Securities: The Company follows Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities". Under this Statement, the Company is required to classify
its marketable equity securities as either trading or available-for-sale. The
Company does not purchase equity securities for the purpose of short-term sales;
accordingly, its securities are classified as available-for-sale. Marketable
securities are recorded at fair value. Unrealized gains and losses relating to
available-for-sale securities are included separately as a component of
accumulated other comprehensive income (loss) included in shareholders' equity,
net of income tax effect, until realized. Realized gains and losses are computed
based on the cost of securities sold using the specific identification method.
Marketable securities are comprised of the following:

                                                       DECEMBER 31,
                                                           1999

                Cost                                      $4,737
                Unrealized holding gains                   4,783
                                                          ------
                Fair value                                $9,520
                                                          ======



                                       F-8
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--CONTINUED


         Unrealized holding gains, which amounted to $4,783, less deferred taxes
of $1,817 at December 31, 1999, were included separately as a component of
accumulated other comprehensive loss included in stockholders' equity. Proceeds
from sales of securities were approximately $292,000 and $253,000 with gains of
approximately $263,000 and $13,000 for the years ended December 31, 1999 and
1998, respectively. Due to other than temporary declines in their value,
marketable securities with a total cost of approximately $42,000 were written
off during the fourth quarter of 2000. These securities, including approximately
$5,000 of securities purchased in 1999 and approximately $37,000 purchased
during 2000, consisted of several technology startup stocks.


         Inventories: Inventories are valued at the lower of cost (first-in,
first-out and/or weighted average cost method) or market value. The cost of
finished goods and work in process consists of direct materials, direct labor
and an appropriate portion of fixed and variable manufacturing overhead.
Inventories are comprised of the following:

                                             DECEMBER 31,         DECEMBER 31,
                                                2000                 1999
                                             ------------         -----------
Electronic and mechanical components, net:

   Finished goods                                658,966          $ 1,018,131
   Work in process                             2,586,900            2,463,191
   Raw materials and supplies                  6,937,268            6,010,987
                                             -----------          -----------
                                              10,183,134            9,492,309
   Medical supplies                              981,997              605,665
                                             -----------          -----------
                                             $11,165,131          $10,097,974
                                             ===========          ===========

         Property and Equipment: Property and equipment is stated at cost.
Depreciation is computed by the straight-line method over the estimated useful
lives of the assets, which range from 5 to 34 years for buildings and
improvements; 3 to 10 years for machinery, computer and office equipment, and
furniture; and 5 to 15 years for leasehold improvements based on the shorter of
the lease term or estimated useful life of the property. Replacements and
betterments that extend the lives of assets are capitalized. Maintenance and
repairs are expensed as incurred. Upon the sale or retirement of assets, the
related cost and accumulated depreciation are removed and any gain or loss is
recognized.

         Long-lived Asset Impairment: Pursuant to Financial Accounting Standards
Board Statement No. 121 "Accounting for the Impairment of Long-lived Assets and
Assets to be Disposed of," impairment of long-lived assets, including
intangibles related to such assets, is recognized whenever events or changes in
circumstances indicate that the carrying amount of the asset, or related groups
of assets, may not be fully recoverable from estimated future cash flows and the
fair value of the related assets is less than their carrying value. The Company,
based on current circumstances, does not believe any indicators of impairment
are present.

         Costs in Excess of Net Tangible Assets Acquired: The costs in excess of
net tangible assets acquired are being amortized on a straight-line basis over
25 years. If, in the opinion of management, an impairment in value occurs, based
on the undiscounted cash flow method, any writedowns will be charged to expense.

         Deferred Expenses: Deferred expenses, except for deferred loan costs,
are amortized on the straight-line method, over their estimated benefit period
ranging to 60 months. Deferred loan costs are amortized over the lives of the
respective loans.

         Income Taxes: Deferred income taxes at the end of each period are
determined by applying enacted tax rates applicable to future periods in which
the taxes are expected to be paid or recovered to differences between the
financial accounting and tax basis of assets and liabilities.

                                      F-9
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

         The Company filed consolidated federal and state tax returns with
Techdyne until October 2, 1995, the date Techdyne's securities offering was
completed, after which Techdyne files separate income tax returns with its
income tax liability reflected on a separate return basis. DCA was likewise
included in the consolidated tax returns of the Company until the completion of
its public offering in April 1996, after which it files separate income tax
returns with its income tax liability reflected on a separate return basis.

         Stock Based Compensation: The Company follows Accounting Principles
Board Opinion No. 25 "Accounting for Stock Issued to Employees" (APB 25) and
related Interpretations in accounting for its employee stock options. Financial
Accounting Standards Board Statement No. 123, "Accounting for Stock-Based
Compensation"(FAS 123) permits a company to elect to follow the accounting
provisions of APB 25 rather than the alternative fair value accounting provided
under FAS 123 but requires pro forma net income and earnings per share
disclosures as well as various other disclosures not required under APB 25 for
companies following APB 25.

         Foreign Currency Translation: The financial statements of the foreign
subsidiary have been translated into U.S. dollars in accordance with Statement
of Financial Accounting Standards No. 52. All balance sheet accounts have been
translated using the current exchange rates at the balance sheet date. Income
statement amounts have been translated using the average exchange rate for the
year. The translation adjustments resulting from the change in exchange rates
from year to year have been reported separately as a component of accumulated
other comprehensive income (loss) included in stockholders' equity. Foreign
currency transaction gains and losses, which are not material, are included in
results of operations. These gains and losses result from exchange rate changes
between the time transactions are recorded and settled and, for unsettled
transactions, exchange rate changes between the time transactions are recorded
and the balance sheet date.

         Other Income: Other income is comprised as follows:

                                       YEAR ENDED DECEMBER 31,
                    ------------------------------------------------------------
                    2000                       1999                       1998
                    ----                       ----                       ----

Interest income   $328,553                   $257,077                   $417,339
Rental income      160,432                    142,561                    121,835
Other               43,745                     67,287                    214,810
                  --------                   --------                   --------
                  $532,730                   $466,925                   $753,984
                  ========                   ========                   ========

         Earnings Per Share: Diluted earnings per share gives effect to
potential common shares that were dilutive and outstanding during the period,
such as stock options and warrants, using the treasury stock method and average
market price.

                                      F-10
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31,
                                                               -----------------------------------------
                                                                  2000           1999           1998
                                                               -----------    -----------    -----------
<S>                                                            <C>            <C>            <C>
Net (loss) income, numerator-basic computation                 $  (406,434)   $  (613,057)   $    98,421
Adjustment due to subsidiaries' dilutive securities                 (1,476)        (7,624)       (52,219)
                                                               -----------    -----------    -----------
Net (loss) income as adjusted, numerator-diluted computation   $  (407,910)   $  (620,681)   $    46,202
                                                               ===========    ===========    ===========

Weighted average shares                                          5,710,007      5,710,696      5,804,506
                                                               ===========    ===========    ===========

(Loss) earnings per share:
Basic                                                          $      (.07)   $      (.11)   $       .02
                                                               ===========    ===========    ===========
Diluted                                                        $      (.07)   $      (.11)   $       .01
                                                               ===========    ===========    ===========
</TABLE>

         The Company has various stock options outstanding which have not been
included on the earnings (loss) per share computation since they were
anti-dilutive, including 820,000 July 2000 options, 475,000 February 2000
options, 150,000 January 2000 options, 5,000 May 1998 options, 35,000 June 1997
options, and 809,000 April 1995 options during such periods as these were
outstanding, until their expiration in April 2000.

         Cash and Cash Equivalents: The Company considers all highly liquid
investments with a maturity of three months or less when purchased to be cash
equivalents. The carrying amounts, reported in the balance sheet for cash and
cash equivalents approximate their fair values. The credit risk associated with
cash and cash equivalents are considered low due to the high quality of the
financial institutions in which these assets are invested.

         Customer Payment Terms: The majority of the Company's sales are made at
payment terms of net amount due in 30-45 days, depending on the customer.

         Estimated Fair Value of Financial Instruments: The carrying value of
cash, accounts receivable and debt in the accompanying financial statements
approximate their fair value because of the short-term maturity of these
instruments, and in the case of debt because such instruments bear variable
interest rates which approximate market.

         Business Segments: The Company follows the provisions of Financial
Accounting Standards Board Statement No. 131, " Disclosures About Segments of an
Enterprise and Related Information" (FAS 131) which contains standards for
reporting information about operating segments in annual financial statements
with operating segments representing components of an enterprise evaluated by
the enterprise's chief operating decision maker for purposes of making decisions
regarding resource allocation and performance evaluation. The adoption of FAS
131 has not changed the Company's reported business segments, but has resulted
in changes in the Company's segment reporting disclosures.

         Comprehensive Income: The Company follows Financial Accounting
Standards Board Statement No. 130, "Reporting Comprehensive Income" (FAS 130)
which contains rules for the reporting of comprehensive income and its
components. Comprehensive income (loss) consists of net income (loss), foreign
currency translation adjustments and unrealized gains on marketable securities
and is presented in the Consolidated Statement of Shareholders' Equity.

                                      F-11
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

         Revenue Recognition: The Company follows the guidelines of SEC Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB
101). Product sales are recorded upon delivery pursuant to agreed upon shipping
terms, and medical service sales revenues are recorded as services are rendered.

         New Pronouncements: In June, 1998, the Financial Accounting Standards
Board issued Financial Accounting Standards Board Statement No. 133, "Accounting
for Derivative Instruments and Hedging Activities" (FAS 133). FAS 133 is
effective for fiscal quarters of fiscal years beginning after June 15, 2000. FAS
133 establishes accounting and reporting standards for derivative instruments
and for hedging activities and requires, among other things, that all
derivatives be recognized as either assets or liabilities in the statement of
financial position and that these instruments be measured at fair value. The
Company is in the process of determining the impact that the adoption of FAS 133
will have on its consolidated financial statements. Due to the Company's limited
use of derivative financial instruments, the adoption of FAS 133 is not expected
to have a significant effect on its consolidated results of operations,
financial condition or cash flows.

         In December, 1999, the Securities and Exchange Commission issued SEC
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
(SAB 101). In March, 2000, the Financial Accounting Standards Board issued
Financial Accounting Standards Board Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation" (FIN 44), effective July 1,
2000. The Company was previously in compliance with both SAB 101 and FIN 44;
accordingly, these pronouncements have no effect on its consolidated results of
operations, financial position, or cash flows.

NOTE 2--TRANSACTIONS WITH VIRAGEN, INC.

         During 1999, the Company sold its remaining approximately 259,000
shares, less than 1% of Viragen (formerly a majority owned subsidiary of the
Company) stock, representing approximately .4% of outstanding Viragen shares,
and recognized a gain of approximately $228,000.

         The Company has a royalty agreement with Viragen expiring November
2001, pursuant to which it is to receive a royalty on Viragen's net sales of
interferon and related products. The agreement provides for aggregate royalty
payments of $2.4 million to be paid based on the following percentages of
Viragen sales: 5% of the first $7 million, 4% of the next $10 million, and 3% of
the next $55 million. The effective date of the agreement was November 15, 1994,
with royalty payments due quarterly, commencing March 31, 1995. No royalty
income was earned under the agreement in 2000, 1999 or 1998. In addition, a
payment of approximately $108,000, earned under a previous royalty agreement, is
due as the final payment under the new agreement.

NOTE 3--LONG-TERM DEBT

         Techdyne had a five year $1,500,000 commercial term loan and $1,600,000
commercial revolving line of credit which became effective December 29, 1997.
The line of credit had an outstanding balance of $1,600,000 at December 31,
1999. This line had a scheduled maturity of May 1, 2000 with monthly payments of
interest at prime. The commercial term loan with an outstanding balance of
$900,000 at December 31, 1999 had a scheduled maturity of December 15, 2002 with
monthly principal payments of $25,000 plus interest. Both credit facilities are
collateralized by the corporate assets of Techdyne.

                                      F-12
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 3--LONG-TERM DEBT--CONTINUED

         Techdyne had two other commercial term loans with the same bank, one
for $712,500 for five years maturing on February 7, 2001 at an annual rate of
interest equal to 8.28% with a monthly payment of principal and interest of
$6,925 based on a 15-year amortization schedule with the unpaid principal and
accrued interest due on the maturity date. This term loan had an outstanding
balance of approximately $606,000 at December 31, 1999 and was secured by a
mortgage on properties in Hialeah, Florida owned by the Company, two of which
properties are leased to Techdyne and one parcel being vacant land used as a
parking lot. Under this term loan, Techdyne was obligated to adhere to a variety
of affirmative and negative covenants.

         The second commercial term loan was for the principal amount of
$200,000 for a period of five years bearing interest at a per annum rate of
1.25% over the bank's prime rate and requiring monthly principal payments with
accrued interest of $3,333 through maturity on February 7, 2001. This $200,000
term loan which had a balance of approximately $47,000 at December 31, 1999 was
secured by all of Techdyne's tangible personal property, goods and equipment,
and all cash or noncash proceeds of such collateral.

         The Company unconditionally guaranteed the payment and performance by
Techdyne of the revolving loan and the three commercial term loans and
subordinated Techdyne's intercompany indebtedness to the Company to the bank's
interest. There were cross defaults between the revolving and term loans
exclusive of the $200,000 term loan.

         In February 2000, Techdyne refinanced its line of credit and term loan
through the same bank which handles Lytton's financing. One credit facility is a
$4,500,000 three year committed line of credit facility maturing February, 2003
with interest at prime minus 1/4% and an option to fix the rate for up to 180
days at Libor plus 2.50%. This line of credit had an outstanding balance of
approximately $3,883,000 at December 31, 2000. The bank also extended a
$1,000,000 five year term loan maturing February 8, 2005 with the same interest
rate as for the line of credit. This loan had an outstanding balance of
approximately $833,000 at December 31, 2000. The interest rate on both loans was
9.25% as of December 31, 2000. The loans are secured by the business assets of
Techdyne and are cross collateralized with the debt of Lytton.

         Lytton had a $1,500,000 revolving bank line of credit requiring monthly
interest payments at prime plus 1/2% maturing June 30, 1999 which was increased
to $3,000,000 and extended to June 30, 2000. In conjunction with Techdyne's
refinancing, the bank amended this line of credit to coincide with the Company's
loan agreements. Accordingly, the maturity was extended to February 2003 and the
interest rate was reduced to prime minus 1/4% with an option to fix the rate for
180 days at Libor plus 2.50%. There was an outstanding balance on this loan of
approximately $2,786,000 at December 31, 2000 and $2,830,000 at December 31,
1999. Lytton had a $1,000,000 installment loan with the same bank maturing
August 1, 2002 at an annual interest rate of 9% until July 1999, with monthly
payments of $16,667 plus interest. Lytton replaced this loan at June 30, 1999
with a $1,400,000 installment loan with interest at prime plus 1/2% and monthly
payments of $20,833 plus interest payable in 60 monthly installments commencing
August 1, 1999 with the final installment due June 30, 2004. The balance


                                      F-13
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 3--LONG-TERM DEBT--CONTINUED

outstanding on this loan was approximately $1,028,000 at December 31, 2000 and
$1,283,000 as of December 31, 1999. Lytton also has a $500,000 equipment loan
agreement with the same bank maturing February 2003 with monthly interest
payments until January 2001 and monthly principal payments of $6,000 plus
interest commencing January 2001, with interest originally at prime plus 1/2%.
This loan had an outstanding balance of $150,000 at December 31, 2000 with no
outstanding balance as of December 31, 1999. In conjunction with Techdyne
refinancing, the bank amended the interest rate on these term loans to prime
minus 1/4% with an option to fix the rate for 180 days at Libor plus 2.50%. The
interest rate on all of the Lytton loans was 9.25% as of December 31, 2000. All
of these bank loans are secured by the business assets of Lytton, and are cross
collateralized with the debt of Techdyne.

         DCA through its subsidiary DCA of Vineland, LLC, obtained a $700,000
development and equipment line of credit with interest at 8.75% which is secured
by the acquired assets of DCA of Vineland and a second mortgage on DCA's real
property in Easton, Maryland on which an affiliated bank holds the first
mortgage. Outstanding borrowings are subject to monthly payments of interest
only through December 2001 with monthly payments thereafter of principal and
interest totaling $6,186 with any remaining balance due September 2, 2003. This
loan had an outstanding principal balance of $700,000 at December 31, 2000 with
no outstanding borrowings under this line of credit as of December 31, 1999.

         The DCA equipment financing agreement provides financing for kidney
dialysis machines for DCA's facilities in Pennsylvania, New Jersey and Georgia.
Additional financing totaled approximately $245,000 in 1998, $387,000 in 1999
and $525,000 in 2000. Payments under the agreement are pursuant to various
schedules extending through August 2005. Payments under some schedules begin one
year after commencement of the financing which would increase monthly payments
from $17,494 as of December 31, 2000 to $32,124 if all payments had commenced as
of that date. Financing under the equipment financing agreement is a noncash
financing activity which is a supplemental disclosure required by FAS 95.

         The Company's medical products division has a revolving secured
$350,000 line of credit with a Florida bank with a maturity of April 22, 2001
with interest payable monthly at prime plus 1%. This line of credit is secured
by the accounts receivable and inventory of the medical products division.

  Long-term debt is as follows:
<TABLE>
<CAPTION>
                                                                                                       DECEMBER 31,
                                                                                                   -------------------
                                                                                                   2000           1999
                                                                                                   ----           ----
<S>                                                                                            <C>              <C>
Line of credit agreement secured by business assets of Techdyne and cross
   collateralized by the business assets of Lytton

X   Monthly payments of interest as described above                                             $3,883,058      $    --

Installment loan secured by business assets of Techdyne and
   cross collateralized by the business assets of Lytton.  Monthly
   payments of principal and interest as described above                                        $  833,330           --

Term loan secured by real property.  Monthly payments of
   principal and interest as described above                                                            --      605,584

Term loan secured by tangible personal property, goods and
   equipment of Techdyne. Monthly payments of principal
   and interest as described above                                                                      --       46,764
</TABLE>

                                      F-14
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 3--LONG-TERM DEBT--CONTINUED
<TABLE>
                                                                                              DECEMBER 31,
                                                                                            ----------------
                                                                                            2000        1999
                                                                                            ----        ----
                                                                                                --
<S>                                                                                       <C>         <C>
Commercial term loan secured by corporate assets of Techdyne
   Monthly payments of principal and interest as described above                                --     900,000

Three-year revolving line of credit agreement maturing May 1, 2000
   Secured by corporate assets of Techdyne.  Monthly payment
   of interest as described above                                                               --   1,600,000

Mortgage note secured by land and building with a net book value of
   $699,000 at December 31, 2000. Quarterly payments of approximately
   $18,000 based on exchange rates at December 31, 2000 for 15 years
   commencing October, 1997 including interest
   at 2% above bank base rate                                                              413,608     489,308

Promissory note with a single principal payment due on
   April 21, 2000 with interest payable monthly at prime                                        --     145,000

Mortgage note secured by land and building with a net book value of
   of $369,000 at December 31, 2000.  Monthly principal payments of
   $3,333 plus interest at 1% over the prime rate through November 2003                    116,715     156,711

Mortgage note secured by land and building with a net book value of
   $667,000 at December 31, 2000.  Monthly principal payments of
   $2,667 plus interest at 1% over the prime rate through November 2003                     93,284     125,289

Equipment financing agreement secured by DCA equipment with a net book
   value of $1,115,000 at December 31, 2000. Monthly payments totaling
   $17,494 as of December 31, 2000, including principal and interest, as
   described below, pursuant to various schedules extending through
   August 2005 with interest at rates ranging from 4.14% to 10.48%                       1,140,260     731,423

Mortgage note secured by land with a net book value of $107,000 at
   December 31, 2000. Monthly principal payments of $1,083 plus interest
   at 1.5% over the prime
   rate.  The entire unpaid principal balance and accrued interest is due May 1, 2003       30,285      43,281

Line of credit agreement refinanced in February 2000 described above
   Secured by business assets of Lytton and cross collateralized by the
   business assets of Techdyne.  Monthly payments of interest as described above         2,786,442   2,829,997

Installment loan secured by business assets of Lytton and cross collateralized
   by the business assets of Techdyne.  Monthly payments of principal and
   interest as described above                                                           1,028,337   1,283,333

Equipment loan secured by business assets of Lytton and cross
   collateralized by business assets of Techdyne

   Monthly payments of principal and interest as described above                           150,000          --

Development and equipment loan secured by assets of DCA of Vineland and
   land and building with a total net book value of $348,000 at December
   31, 2000. Payments of principal and
   interest as described above                                                             700,000          --

Line of credit maturing April 22, 2001 secured by accounts receivable and
   inventory of medical supply division with a carrying value of
   approximately $716,000 at December 31, 2000. Monthly payments
   of interest as described above                                                          216,930          --
</TABLE>

                                      F-15
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 3--LONG-TERM DEBT--CONTINUED
<TABLE>
<CAPTION>
                                                                                   DECEMBER 31,
                                                                            -------------------------
                                                                                2000          1999
                                                                            -----------   -----------
<S>                                                                          <C>            <C>
Equipment loan requiring monthly payments of $4,298 including interest at
   5.5% and maturing in April 2002. The loan is secured by equipment of
   Lytton with a

   carrying value of approximately $277,000 at December 31, 2000                 66,157       112,693

Other                                                                            46,407        26,791
                                                                            -----------   -----------
                                                                             11,504,813     9,096,174
Less current portion                                                          1,150,079       732,677
                                                                            -----------   -----------
                                                                            $10,354,734   $ 8,363,497
                                                                            ===========   ===========
</TABLE>

           The prime rate was 9.50% as of December 31, 2000 and 8.50% as of
December 31, 1999.

           In July 1994, Techdyne (Europe) purchased the facility housing its
operations obtaining a 15 year mortgage which had a U.S. dollar equivalency of
approximately $414,000 at December 31, 2000 and $489,000 at December 31, 1999,
based on exchange rates in effect at each of these dates.

           Scheduled maturities of long-term debt outstanding at December 31,
2000 are: 2001 - $1,150,000; 2002 - $995,000; 2003 - $8,526,000; 2004- $476,000;
2005- $188,000; thereafter - $170,000. Interest payments on all of the above
debt amounted to $883,000, $649,000 and $583,000 in 2000, 1999 and 1998,
respectively.

           The Company's various debt agreements contain certain restrictive
covenants that, among other things, restrict the payment of dividends, restrict
rent commitments, restrict additional indebtedness, prohibit issuance or
redemption of capital stock and require maintenance of certain financial ratios.

NOTE 4--INCOME TAXES

           The Company has net operating loss carryforwards of approximately
$950,000 at December 31, 2000 and $1,333,000 at December 31, 1999 that expire
through the year through 2020. Techdyne has net operating loss carryforwards
which amounted to approximately $170,000 and $1,000,000 at December 31, 2000 and
1999. DCA has federal net operating loss carryforwards $170,000 at December 31,
2000 that expire in 2020. Both Techdyne and DCA file separate federal and state
income tax returns with their respective income tax liabilities reflected on a
separate basis.

           Deferred income taxes reflect the net tax effect of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of the Company's deferred tax liabilities and assets are as follows:

                                                    DECEMBER 31,
                                             -----------------------
                                                 2000         1999
                                             ----------   ----------
Deferred tax liabilities:
  Tax over book depreciation                 $   81,200   $  253,525
  Gain on sale of Techdyne and DCA stock      2,067,000    2,067,000
  Unrealized gain on marketable securities           --        1,817
  Other                                              --      159,239
                                             ----------   ----------
      Total deferred tax liability            2,148,200    2,481,581

Deferred tax assets:
  Obsolescence and other reserves               435,480      502,666
  Tax credits                                        --      303,000
  Inventory capitalization                      111,328       91,074
  Accrued expenses and other                    118,195       92,000
                                             ----------   ----------
Sub-total                                       665,003      988,740

                                      F-16
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 4--INCOME TAXES--CONTINUED

                                          DECEMBER 31,
                                  --------------------------
                                         2000           1999
                                  -----------    -----------
Net operating loss carryforward       725,272        792,406
Valuation allowance                  (820,000)      (500,000)
                                  -----------    -----------
Net deferred tax asset            $   570,275      1,281,146
                                  -----------    -----------
Net deferred tax liability        $ 1,577,925    $ 1,200,435
                                  ===========    ===========


Due to the uncertainty as to the realizability of deferred tax assets, a
valuation allowance of $820,000 and $500,000 was recorded as of
December 31, 2000 and December 31, 1999, respectively.

Deferred taxes in the accompanying balance sheets consist of the following
components:

                                                      DECEMBER 31,
                                             --------------------------
                                                 2000           1999
                                             -----------    -----------
Current deferred tax asset                   $    73,178    $   685,740
Current deferred tax liabilities                (252,600)       (71,432)
                                             -----------    -----------
Net current deferred tax asset (liability)      (179,422)       614,308

Long-term deferred tax asset                     671,097        505,808
Long-term deferred tax liability              (2,069,600)    (2,320,551)
                                             -----------    -----------
Net long-term deferred tax liability          (1,398,503)    (1,814,743)
                                             -----------    -----------
Net deferred tax liability                   $(1,577,925)   $(1,200,435)
                                             ===========    ===========

         A deferred tax liability of $2,067,000 at December 31, 2000 and 1999,
resulted from income tax expense recorded on gains recognized for financial
reporting purposes, but not for income tax purposes, resulting in a difference
between book and tax basis of the Company's investment in Techdyne and DCA. This
temporary difference would reverse upon the occurrence of certain events
relating to the divestiture of Techdyne and DCA. This deferred tax liability has
been classified as noncurrent.

         For financial reporting purposes, (loss) income before income taxes
includes the following components:

                                      YEAR ENDED DECEMBER 31,
                              -----------------------------------
                                 2000         1999         1998
                              ---------    ---------    ---------
United States income (loss)   $  84,549    $ (64,744)   $ 508,933
Foreign loss                   (328,278)    (576,634)    (537,466)
                              ---------    ---------    ---------
                              $(243,729)   $(641,378)   $ (28,533)
                              =========    =========    =========

Significant components of the provision (benefit) for income taxes are as
follows:

                                      F-17

<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 4--INCOME TAXES--CONTINUED

                                                YEAR ENDED DECEMBER 31,
                                -----------------------------------------------
                                   2000               1999              1998
                                ---------          ---------          ---------
Current:
  Federal                       $(160,309)         $ (82,739)         $(415,468)
  State                           116,022             99,825             92,394
                                ---------          ---------          ---------
                                  (44,287)            17,086           (323,074)
Deferred:
 Federal                          104,875             40,100             66,602
 State                             53,016                 --                 --
 Foreign                               --                 --            (95,897)
                                ---------          ---------          ---------
                                  157,891             40,100            (29,295)
                                ---------          ---------          ---------
                                $ 113,604          $  57,186          $(352,369)
                                =========          =========          =========

         The reconciliation of income tax attributable to income before income
taxes and minority interests computed at the U.S. federal statutory rate (34%)
to income tax expense is as follows:
<TABLE>
<CAPTION>

                                                                 YEAR ENDED DECEMBER 31,
                                                        -----------------------------------
                                                           2000         1999        1998
                                                        ---------    ---------    ---------
<S>                                                     <C>          <C>          <C>
Tax at statutory rate                                   $ (89,973)   $(208,439)   $  (9,526)
Adjustments resulting from:
  State income taxes-net of federal income tax effect      89,774       65,311      105,215
  Lower effective income taxes of other countries         111,615      196,056       86,841
  Non deductible items                                     67,598       27,052       62,235
  Prior year tax return to provision adjustment          (268,433)      (3,641)    (287,623)
  Change in valuation allowance                           320,000      (28,000)    (322,465)
  Other                                                  (116,977)       8,847       12,954
                                                        ---------    ---------    ---------
                                                        $ 113,604    $  57,186    $(352,369)
                                                        =========    =========    =========
</TABLE>


         Undistributed earnings of the Company's foreign subsidiary amounted to
approximately $1,390,000 at December 31, 2000 and $1,718,000 at December 31,
1999. Those earnings are considered to be indefinitely reinvested and,
accordingly, no provision for U.S. federal and state income taxes has been
provided thereon. Upon distribution of those earnings in the form of dividends
or otherwise, the Company would be subject to both U.S. income taxes (subject to
an adjustment for foreign tax credits) and withholding taxes payable.
Determination of the amount of unrecognized deferred U.S. income tax liability
is not practicable because of the complexities associated with its hypothetical
calculation; however, foreign tax credits may be available to reduce some
portion of the U.S. liability. Withholding taxes of approximately $69,000 and
$86,000 would be payable upon remittance of all previously unremitted earnings
at December 31, 2000 and December 31, 1999, respectively.

         Income tax (refunds) payments were approximately $(72,000) in 2000,
$101,000 in 1999 and $1,203,000 in 1998.

                                      F-18
<PAGE>


                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 5--STOCK OPTIONS AND STOCK COMPENSATION

         The Company has elected to follow Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations in accounting for its employee stock options because, as is
discussed below, Financial Accounting Standards Board Statement No. 123,
"Accounting for Stock Based Compensation" (FAS123), requires use of option
valuation models that were not developed for use in valuing employee stock
options. Under APB 25, because the exercise price of the Company's stock options
equals the market price of the underlying stock on the date of grant, no
compensation expense was recognized.

         The Company has 1,000,000 shares of common stock reserved for future
issuance pursuant to its 1989 Stock Option Plan. On April 18, 1995, the Company
granted 809,000 options under its 1989 plan, of which 3,000 were exercised at
$2.38 in March 2000 for a total of $7,140 proceeds, with 3,000 cancelled and
803,000 options having expired on April 17, 2000. On June 11, 1997, the
Company's board of directors granted a five-year non-qualified stock option
under the 1989 Plan for 35,000 shares immediately exercisable with an exercise
price of $3.75 to a new board member, which exercise price was reduced to $2.38
per share on September 10, 1997, the fair market value on that date. These
options remain outstanding at December 31, 2000. On July 27, 2000, the board
granted 820,000 five-year non-qualified stock options under the 1989 Plan to 17
officers, directors and employees of the Company and its subsidiaries under the
1989 Plan. The options are exercisable at $1.38, the market price on the date of
grant. These options remain outstanding at December 31, 2000.

         On February 17, 2000, the Company adopted a new 2000 Stock Option Plan
for up to 500,000 shares and granted 175,000 non-qualified and 300,000 incentive
stock options which was subject to shareholder approval obtained May 24, 2000,
prior to which the options were restricted from exercise. The options are
exercisable for 3 years at $3.25. The Company recorded an expense of
approximately $71,000 on 75,000 of these options in May 2000.

         On May 6, 1996, the Company adopted a Key Employee Stock Plan reserving
100,000 shares of its common stock for issuance from time to time to officers,
directors, key employees, advisors and consultants as bonus or compensation for
performances and or services rendered to the Company or otherwise providing
substantial benefit for the Company. 2,000 shares under this plan were issued to
the managing director of Techdyne's European operations.

         In May 1994, Techdyne adopted a stock option plan for up to 250,000
options. Pursuant to this plan, in May 1994, the board of directors granted
227,500 options to certain of its officers, directors, and employees. These
options were exercisable for a period of five years at $1 per share. On June 30,
1998, 115,000 of these options were exercised, and on May 10, 1999, 50,000 of
the remaining options were exercised. The Company received cash payment of the
par value, which amounted to $1,150 for the 1998 exercises and $500 for the 1999
exercises, and the balance in three year promissory notes with interest at 5.16%
for the June 1998 exercises and 4.49% for the May 1999 exercises.

         On February 27, 1995 Techdyne granted non-qualified stock options, not
part of the 1994 Plan, to directors of Techdyne and its subsidiary for 142,500
shares exercisable at $1.75 per share for five years. In April 1995, Techdyne
granted a non-qualified stock option for 10,000 shares, not part of the 1994
Plan, to its general counsel at the same price and terms as the directors'
options. On February 25, 2000, 145,000 of these options were exercised. The
Company received cash payment of the par value amounting to $1,450 and the
balance in three year promissory notes with interest at 6.19%.

                                      F-19
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 5--STOCK OPTIONS AND STOCK COMPENSATION--CONTINUED

         In June 1997, Techdyne's board of directors adopted a Stock Option Plan
for up to 500,000 options, and pursuant to the plan the board granted 375,000
options exercisable for five years through June 22, 2002 at $3.25 per share the
closing price of the common stock on the date of grant with 325,000 of these
options outstanding at December 31, 2000. On June 30, 1999, Techdyne granted
52,000 options exercisable for three years through June 29, 2002 at $4.00 per
share with 10,000 options outstanding at December 31, 2000. On August 25, 1999,
Techdyne granted 16,000 options exercisable for three years through August 24,
2002 at $4.00 per share with 13,000 options outstanding at December 31, 2000. On
December 15, 1999, Techdyne granted 19,000 options exercisable for three years
through December 14, 2002 at $4.00 per share with 13,000 options outstanding at
December 31, 2000. On May 24, 2000, Techdyne granted 3,000 options exercisable
for three years through May 23, 2000 at $4.00 per share, which remain
outstanding at December 31, 2000. On October 16, 2000, Techdyne granted 90,000
three year stock options exercisable at $2.00 per share through October 15,
2002, with one-third of the options vesting immediately, one-third vesting on
October 16, 2001 and one-third vesting on October 16, 2002.

         In November 1995, DCA adopted a stock option plan for up to 250,000
options. On June 10, 1998, DCA's board of directors granted an option under
the 1995 plan to a new board member for 5,000 shares exercisable at $2.25 per
share though June 9, 2003.

         In April 1999, DCA adopted a stock option plan pursuant to which its
board of directors granted 800,000 options exercisable at $1.25 per share to
certain of its officers, directors, employees and consultants with 340,000
options exercisable through April 20, 2000 and 460,000 options exercisable
through April 20, 2004. DCA recorded expense of $153,000 on 340,000 of these
options pursuant to FAS 123 and APB 25. In April 2000, the 340,000 one-year
options were exercised to which the Company received cash payment of the par
value amounting to $3,400 and the balance in three-year promissory notes with
interest at 6.2%.

         In May, 1998, as part of the consideration pursuant to an agreement for
investor relations and corporate communications services agreement, the Company
granted options for 20,000 shares of its common stock exercisable for three
years through May 14, 2001 at $2.25 per share and Techdyne granted options for
25,000 shares of its common stock exercisable for three years through May 14,
2001 at $4.25 per share. Options for 5,000 shares of the Company's common stock
and 6,250 shares of Techdyne's common stock vested during 1998 with no
additional options to vest due to cancellation of this agreement in August,
1998. Pursuant to FAS 123, the Company recorded approximately $18,000 expense
for options vesting under this agreement.

                                      F-20
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 5--STOCK OPTIONS AND STOCK COMPENSATION--CONTINUED

         Techdyne entered into a consulting agreement on July 1, 1999 for
financial advisory services, which ended on September 15, 2000. As compensation,
the consultant received non-qualified stock options to purchase 100,000 shares
of Techdyne's common stock exercisable at $3.50 per share that will expire on
September 15, 2000. These options were valued at $40,000 resulting in
approximately $23,000 expense during 2000 and $17,000 expense during 1999.

         Pro forma information regarding net income and earnings per share is
required by FAS 123, and has been determined as if the Company had accounted for
its employee stock options under the fair value method of that Statement. The
fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions for the option grants: risk-free interest rates of 6.43% for the
January 2000 options, 6.75% for the February 2000 and July 2000 options, 5.55%
for the 1999 options and 5.59% for the 1998 options; no dividend yield;
volatility factor of the expected market price of the Company's common stock of
 .78 for the January 2000 and February 2000 options, .81 for the July 2000
options, .72 for the 1998 options and .97 for the 1999 options; and an expected
life of 3 years for the January 2000 options, 2.75 years for the February 2000
options, 2.5 years for the July 2000 options, 3 years for the 1998 options and
2.5 years for the 1999 options.

         The Black-Scholes options valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective input assumptions including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different than those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

         For purposes of pro forma disclosures, the estimated fair value of
options is amortized to expense over the options' vesting period. The Company's
pro forma information which includes the pro forma effect of its own options, as
well as the pro forma effects related to the Company's interest in Techdyne and
DCA pro forma adjustments follows:

                                                2000          1999          1998
                                        ------------    ----------    ----------
Pro forma net (loss) income             $ (1,401,506)   $ (874,361)   $   87,212
                                        ============    ==========    ==========
Pro forma (loss) earnings per share
   Basic                                $       (.25)   $     (.15)   $    .02
                                        ============    ==========    ==========
   Diluted                              $       (.25)   $     (.15)   $    .01
                                        ============    ==========    ==========

                                      F-21
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 5--STOCK OPTIONS AND STOCK COMPENSATION--CONTINUED

           A summary of the Company's stock option activity, and related
information for the years ended December 31, follows, with modified options
being reflected as grants and the original grants being modified reflected as
cancellations:

<TABLE>
<CAPTION>
                                                 2000                                   1999                             1998

                                                    Weighted-                   Weighted-                    Weighted-average
                                                     Average                     Average
                                        Options   Exercise Price   Options    Exercise Price   Options        Exercise Price
                                        -------   --------------   -------    --------------   -------        --------------

<S>                                      <C>             <C>       <C>               <C>        <C>                    <C>
Outstanding-beginning of year            846,000                    846,000                     841,000
Granted                                1,445,000         $2.16          ---                       5,000                $2.25
Exercised                                 (3,000)         2.38          ---                         ---
Expired                                 (803,000)         2.38          ---                         ---
                                       ----------                   -------                     -------
Outstanding-end of year                1,485,000                    846,000                     846,000
                                       =========                    =======                     =======
Exercisable at end of year:
1995 and 1997 options                     35,000         $2.38      841,000           $2.38     841,000                 2.38
1998 options                               5,000          2.25        5,000            2.25       5,000                 2.25
January 2000 and February 2000 options   625,000          3.19          ---                         ---
July 2000 options                        820,000          1.38          ---                         ---
                                       ---------                    -------                     -------
                                       1,485,000                    846,000                     846,000
                                       =========                    =======                     =======
Weighted-average fair value of
   options granted, including
   modified options, during the year     $.77                       $ .--                       $.98
                                         ====                       =====                       ====
</TABLE>

         The weighted average remaining contractual life at December 31, 2000 of
the 1997 options is 1.4 years, .4 years for the 1998 options, 1.9 years for the
January 2000 and February 2000 options, and 4.4 years for the July 2000 options.

         The Company has 2,153,000 shares reserved for future issuance at
December 31, 2000, including: 1,000,000 shares for the 1989 plan; 500,000 shares
for the February 2000 plan, 98,000 shares for key employee stock plan; 5,000
shares for consultant stock options; 150,000 for the January 2000 options, and
400,000 shares for an employment agreement.

         The fair value of Techdyne options was estimated at the date of grant
using a Black-Scholes option pricing model with the following weighted average
assumptions for the options issued during 1999, 1998 and 1997, respectively:
risk-free interest rate of 5.20%, 5.55% and 5.59%; no dividend yield; volatility
factor of the expected market price of Techdyne common stock of .67, .58 and
 .60; and an expected life of the options of 1.8 years, 3 years, and 2.5 years.

         A summary of Techdyne's stock option activity, and related information
for the years ended December 31, follows:

<TABLE>
<CAPTION>
                                           2000                            1999                        1998
                                           ----                            ----                        ----
                                            Weighted-                  Weighted-                     Weighted-
                                             Average                    Average                       Average
                                 Options  Exercise Price  Options    Exercise Price   Options      Exercise Price
                                 -------  --------------  -------    --------------   -------      --------------

<S>                               <C>            <C>      <C>               <C>       <C>                 <C>
Outstanding-beginning of year     688,250                  590,350                     699,100
Granted                            93,000        $2.06     187,000          $3.73        6,250            $4.25
Exercised                        (145,000)        1.75     (50,000)          1.00     (115,000)            1.00
Expired                          (176,000)        3.57     (39,100)          2.77           --
                                ---------                  -------                     -------
Outstanding-end of year           460,250                  688,250                     590,350
                                =========                  =======                     =======
Outstanding and exercisable
   at end of year:
May 1994 options                      ---                      ---                      56,600             1.00
February and April 1995 options       ---                  150,000           1.75      152,500             1.75

</TABLE>
                                      F-22
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 5--STOCK OPTIONS AND STOCK COMPENSATION--CONTINUED
<TABLE>
<CAPTION>

                                           2000                        1999                       1998
                                           ----                        ----                       ----
                                                Weighted-                   Weighted-                    Weighted-
                                                 Average                     Average                      Average
                                     Options   Exercise Price   Options    Exercise Price   Options     Exercise Price
                                     -------   --------------   -------    --------------   -------     --------------

<S>  <C>                             <C>             <C>        <C>               <C>       <C>                <C>
June 1997 options                    325,000         $3.25      345,000           3.25      375,000            3.25
May 1998 options                       6,250          4.25        6,250           4.25        6,250            4.25
June, August and December 1999
    options, and May 2000 options     39,000          4.00       87,000           4.00          ---
July 1999 options                        ---                    100,000           3.50          ---
October 2000 options                  90,000          2.00          ---                         ---
                                     -------                    -------                     -------
                                     460,250                    688,250                     590,350
                                     =======                    =======                     =======
Weighted-average fair value of
   options granted during the year     $.44                       $.59                       $2.04
                                       ====                       ====                       =====
</TABLE>

           The remaining average contractual life at December 31, 2000 is 2.8
years for the October 2000 options, 3.6 years for the June 1999, August 1999,
December 1999 and May 2000 options, .4 years, for the 1998 options and 1.5 years
for the June 1997 options. There are 90,000 October 2000 options with a $2.00
exercise price which are included in outstanding options at December 31, 2000 of
which 30,000 were vested and reflected as exercisable.

        The fair value of DCA options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted average
assumptions for options granted/modified during 1999 and 1998, respectively;
risk-free interest rate of 5.65% and 5.55%; no dividend yield; volatility factor
of DCA common stock of .95 and .93 and a weighted average expected life of 1.9
years and 2.0 years.

         A summary of DCA's stock option activity, and related information for
the years ended December 31, follows:
<TABLE>
<CAPTION>

                                                    2000                              1999                              1998
                                                    ----                              ----                              ----
                                                 WEIGHTED-AVERAGE               WEIGHTED-AVERAGE                  WEIGHTED-AVERAGE

                                      OPTIONS     EXERCISE PRICE   OPTIONS       EXERCISE PRICE   OPTIONS         EXERCISE PRICE

<S>                                    <C>            <C>           <C>             <C>           <C>                 <C>
Outstanding-beginning of year          809,500                      19,500                        29,000
Granted                                    ---                     800,000          $1.25         10,000              $2.25
Cancellations                              ---                         ---                        (5,000)              4.75
Exercised                             (340,000)       $1.25            ---           1.50            ---
Expired                                 (4,500)        1.50        (10,000)          3.50        (14,500)              1.50
                                      ---------                    --------                       ------
Outstanding-end of year                465,000                     809,500                        19,500
                                       =======                     =======                        ======
Outstanding and exercisable
   at end of year:
   April 1999 options                  460,000         1.25        800,000           1.25            ---
   November 1995 options                   ---                       4,500           1.50          4,500               1.50
   August 1996 and June 1998 options     5,000         2.25          5,000           2.25         10,000               2.25
   August 1996 options                      ---                         ---                        5,000               4.75
                                      ---------                  ----------                       ------
                                       465,000                     809,500                        19,500
                                       =======                     =======                        ======
Weighted-average fair value of
   options granted during the year     $.--                        $.59                            $.79
                                       ====                        ====                            ====


</TABLE>
                                      F-23
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 5--STOCK OPTIONS AND STOCK COMPENSATION--CONTINUED

         The remaining contractual life at December 31, 2000 is 3.3 years for
460,000 options issued in April 1999 and 2.4 years for the options issued in
June 1998.

NOTE 6--BUSINESS SEGMENT AND GEOGRAPHIC AREA DATA

         The following summarizes information about the Company's four reported
business segments. The medical products division has been shown separately even
though not required by FAS 131. Corporate activities include general corporate
revenues and expenses. Corporate assets included unallocated cash, deferred
income taxes, corporate fixed assets and goodwill not allocated to any of the
segments. Intersegment sales are generally intended to approximate market price.

BUSINESS SEGMENT REVENUES
<TABLE>
<CAPTION>

                                                                   2000            1999            1998
                                                               ------------    ------------    ------------
Electro-Mechanical

<S>                                                            <C>             <C>             <C>
     External                                                  $ 52,766,512    $ 48,359,292    $ 44,755,164
     Intersegment Sales                                                  --          23,468         171,567
Medical Products                                                  1,112,490       1,119,179       1,335,128
Medical Services                                                  9,247,101       5,865,571       4,003,935
New Technology                                                      185,836              --              --
Corporate                                                           457,839         539,066         310,713
Elimination of corporate rental charges
     to electro-mechanical manufacturing                           (128,630)        (93,907)        (93,444)
Elimination of corporate rental charges
     to medical products                                             (7,320)             --              --
Elimination of corporate interest charge
     to electro-mechanical                                          (30,979)       (143,086)       (156,197)
Elimination of medical services interest
    charge to new technology                                       (185,836)             --              --
Elimination of corporate interest charge
     to medical services                                                 --              --          (5,878)
Elimination of medical services
     interest charge to corporate                                   (13,450)         (1,697)           (892)
Elimination of electro-mechanical
     manufacturing sales to medical products                             --         (23,468)       (171,567)
                                                               ------------    ------------    ------------
                                                               $ 63,403,563    $ 55,644,418    $ 50,148,529
                                                               ============    ============    ============
BUSINESS SEGMENT (LOSS) PROFIT

Electro-Mechanical                                             $    655,570    $    653,139    $    924,924
Medical Products                                                   (284,380)       (192,644)        (87,818)
Medical Services                                                   (379,198)       (960,821)       (441,010)
New Technology                                                      (69,000)             --              --
Corporate                                                          (166,721)       (141,052)       (424,629)
                                                               ------------    ------------    ------------
                                                               $   (243,729)   $   (641,378)   $    (28,533)
                                                               ============    ============    ============
BUSINESS SEGMENT ASSETS

Electro-Mechanical                                             $ 27,875,785    $ 26,760,202    $ 23,767,144
Medical Products                                                    899,650         723,204         667,955
Medical Services                                                 11,177,382       9,035,947       9,348,924
New Technology                                                    2,385,836              --              --
Corporate                                                         1,889,881       2,202,517       2,699,982
Elimination of electro-mechanical trade receivable
     from medical products                                               --          (6,763)        (53,050)
Elimination of medical services advance receivable
     from corporate                                                (414,339)       (105,142)       (120,865)
Elimination of medical services notes receivable
     from new technology                                         (2,200,000)             --              --
Elimination of medical services accrued interest
     from new technology                                           (185,836)             --              --
                                                               ------------    ------------    ------------
                                                               $ 41,428,359    $ 38,609,965    $ 36,310,090
                                                               ============    ============    ============
</TABLE>

                                      F-24

<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 6--BUSINESS SEGMENT AND GEOGRAPHIC AREA DATA--CONTINUED
<TABLE>
<CAPTION>

                                                                   2000            1999            1998
                                                               ------------    ------------    ------------
OTHER BUSINESS SEGMENT INFORMATION

INTEREST INCOME:

<S>                                                            <C>             <C>             <C>
Electro-Mechanical                                             $     43,885    $     34,167    $     78,315
Medical Services                                                    289,350         195,344         296,943
New Technology                                                      185,836              --              --
Corporate                                                            39,747         172,349         205,048
Elimination of corporate intercompany
     interest charge to electro-mechanical                          (30,979)       (143,086)       (156,197)
Elimination of corporate intercompany
     interest charge to medical services                                 --              --          (5,878)
Elimination of medical services intercompany
     interest charge to corporate                                   (13,450)             --              --
Elimination of medical services intercompany
     interest charge to new technology                             (185,836)         (1,697)           (892)
                                                               ------------    ------------    ------------
                                                               $    328,553    $    257,077    $    417,339
                                                               ============    ============    ============
INTEREST EXPENSE:

Electro-Mechanical                                             $    839,660    $    738,794    $    662,856
Medical Products                                                     11,485           1,377              --
Medical Services                                                     82,456          72,605          81,531
New Technology                                                      185,836
Corporate                                                            17,432           6,507          10,994
Elimination of corporate intercompany
     interest charge to electro-mechanical                          (30,979)       (143,086)       (156,197)
Elimination of medical services
     interest charge to new technology                             (185,836)
Elimination of corporate intercompany
     interest charge to medical services                                 --              --          (5,878)
Elimination of medical services intercompany
     interest charge to corporate                                   (13,450)         (1,697)           (892)
                                                               ------------    ------------    ------------
                                                               $    906,604    $    674,500    $    592,414
                                                               ============    ============    ============
DEPRECIATION AND AMORTIZATION:

Electro-Mechanical                                             $  1,439,474    $  1,331,021    $  1,115,023
Medical Products                                                     39,307          36,702          35,617
Medical Services                                                    596,305         452,203         334,387
Corporate                                                            89,085          94,155         111,153
                                                               ------------    ------------    ------------
                                                               $  2,164,171    $  1,914,081    $  1,596,180
                                                               ============    ============    ============
OTHER SIGNIFICANT NON-CASH ITEMS:
Electro mechanical:
     Provision for inventory obsolescence                      $    421,888    $    404,762    $    437,095
Medical services:
     Stock option related compensation expense                           --         153,000              --
NEW TECHNOLOGY:

Finders' fee stock option expense                              $     69,000              --              --
CORPORATE:

     Gain on subsidiary warrant exercise                       $    276,178    $         --    $         --
     Gain on sale of marketable securities                               --         263,144          12,780
     Stock option related compensation expense                       70,500              --              --
CAPITAL EXPENDITURES:

Electro-Mechanical                                             $    893,269    $  1,475,823    $    832,410
Medical Products                                                      1,897          19,710          23,652
Medical Services                                                  1,912,049       1,202,819       1,149,373
Corporate                                                             2,802          20,681          24,438
                                                               ------------    ------------    ------------
                                                               $  2,810,017    $  2,719,033    $  2,029,873
                                                               ============    ============    ============
GEOGRAPHIC AREA SALES

United States                                                  $ 57,724,977    $ 51,096,063    $ 44,735,318
Europe(1)                                                         4,869,678       3,818,286       4,646,447
                                                               ------------    ------------    ------------
                                                               $ 62,594,655    $ 54,914,349    $ 49,381,765
                                                               ============    ============    ============
</TABLE>

(1)    Techdyne (Europe) sales are primarily to customers in the United Kingdom.

                                      F-25

<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 6--BUSINESS SEGMENT AND GEOGRAPHIC AREA DATA--CONTINUED

GEOGRAPHIC AREA PROPERTY, PLANT AND EQUIPMENT (NET)

United States                    $10,267,378       $ 9,189,406       $ 8,114,120
Europe                             1,073,387         1,284,854         1,386,142
                                 -----------       -----------       -----------
                                 $11,340,765       $10,474,260       $ 9,500,262
                                 ===========       ===========       ===========


MAJOR CUSTOMERS

         A majority of the Company's electro-mechanical sales are to certain
major customers. The loss of, or substantially reduced sales to, any of these
customers would have an adverse effect on the Company's operations, if such
sales were not replaced.

         Electro-mechanical sales to major customers comprising 10% or more of
the Company's sales are as follows:

                                     YEAR ENDED DECEMBER 31,

CUSTOMERS                                 2000          1999            1998
---------                                -----          ----            ----
Illinois Tool Works                  $10,196,000      $7,195,000      $8,183,000
Motorola(1)(3)                                --       6,338,000              --
Alcatel(2)(3)                          6,179,000              --              --
Trilithic(2)(3)                        6,177,000              --              --

---------------------
(1)        Less than 10% of sales for 2000.
(2)        Less than 10% of sales for 1999.
(3)        Less than 10% of sales for 1998.

         Sales to Illinois Tool Works (formerly PMI Food Equipment Group) by
Lytton, represented approximately 38%, 32% and 31% of Lytton's sales, 19%, 16%
and 18% of Techdyne's sales and 16%, 13% and 17% of the Company's sales for the
year ended December 31, 2000, 1999 and 1998, respectively.

         Sales to Compaq Computer Corp., which at one time was a major customer
of Techdyne (Europe) amounted to $139,000 in 2000, $209,000 in 1999 and
$1,192,000 in 1998 representing 3%, 5% and 26% of the sales of Techdyne (Europe)
for 2000, 1999 and 1998, respectively.

         Medical services revenues, which represent revenues of the Company's
dialysis division, are attributable to payments received under Medicare, which
is supplemented by Medicaid or comparable benefits in the states in which the
Company operates. Reimbursement rates under these programs are subject to
regulatory changes and governmental funding restrictions. Although the Company
is not aware of any future rate changes, significant changes in reimbursement
rates could have a material effect on the Company's operations.

         Medical product sales are highly dependent on government contracts
which have become increasingly difficult to secure due to changes in government
procurement procedures. Significant reductions in government contract revenues
would have had a material adverse effect on the operations of the Medical
Products Division.

                                      F-26
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 7--COMMITMENTS

Commitments

         The Company and its subsidiaries have leases on several facilities,
which expire at various dates. The aggregate lease commitments at December 31,
2000 are approximately: 2001 - $898,000; 2002 - $685,000; 2003 - $458,000, 2004
- $367,000; 2005 - $293,000. Total rent expense was approximately $1,033,000,
$1,045,000 and $916,000 in 2000, 1999 and 1998, respectively.

         Lytton leases its operating facilities from an entity which is owned by
Lytton's former owner and former President. The operating lease, which expires
July 31, 2002, required annual lease payments of approximately $218,000,
adjusted each year based on the change in the Consumer Price Index, with the
lease containing renewal options for a period of five to ten years at the then
fair market rental value.

         Effective January 1, 1997, DCA established a 401(k) savings plan
(salary deferral plan) with an eligibility requirement of one year of service
and 21 year old age requirement. DCA has made no contributions under this plan
as of December 31, 2000.

         Lytton sponsors a 401(k) Profit Sharing Plan covering substantially all
of its employees. The Company and Techdyne adopted this plan as participating
employers effective July 1, 1998. The discretionary profit sharing and matching
expense including that of the Company, Techdyne and Lytton amounted to
approximately $88,000 for the year ended December 31, 2000 and $92,000 for the
year ended December 31, 1999.

NOTE 8--RELATED PARTY TRANSACTIONS

         During 2000, 1999 and 1998, the Company paid premiums of approximately
$829,000, $761,000, and $589,000, respectively, for insurance through a director
and stockholder, and the relative of a director and stockholder.

         During 2000, 1999 and 1998, legal fees of approximately $267,000,
$263,000 and $277,000, respectively, were paid by the Company and its public
subsidiaries to an attorney who acts as general counsel and is Secretary of the
Company (of which he is a director), Techdyne and DCA.

         Subcontract manufacturing is performed for Techdyne by a company of
which a director of the Techdyne is President and one of the owners. Subcontract
manufacturing purchases from this company amounted to approximately $2,302,000,
$1,728,000 and $2,245,000 in 2000, 1999 and 1998, respectively.

                                      F-27
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 9--QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

           The following summarizes certain quarterly operating data:

<TABLE>
<CAPTION>
                                      YEAR ENDED DECEMBER 31, 2000             YEAR ENDED DECEMBER 31, 1999
                              MARCH 31    JUNE 30    SEPT. 30    DEC. 31    MARCH 31     JUNE 30    SEPT. 30    DEC. 31
                              --------    -------    --------    -------    --------     -------    --------    -------
                                                           (In thousands except per share data)
<S>                          <C>         <C>         <C>        <C>         <C>         <C>         <C>        <C>
Net sales                    $ 14,730    $ 14,606    $ 16,113   $ 17,146    $ 11,259    $ 12,175    $ 15,993   $ 15,487
Gross profit                    1,816       2,226       2,592      2,789       1,438       1,752       2,680      1,762
Realized gain on sale of
   marketable securities           --          --          --         --          --         228          --         35
Gain on subsidiary

   warrant exercise               246           5          --         25          --          --          --         --
Net (loss) income                (370)       (316)         17        262        (287)       (126)        214       (414)
(Loss) earnings per share:
   Basic                     $   (.06)   $   (.06)      $.---   $    .05    $   (.05)   $   (.02)   $    .04   $   (.07)
   Diluted                   $   (.06)   $   (.06)      $.---   $    .05    $   (.05)   $   (.02)   $    .04   $   (.07)
</TABLE>

         Since the computation of earnings per share is made independently for
each quarter using the treasury stock method, the total of four quarters
earnings do not necessarily equal earnings per share for the year.

         The Company recorded an adjustment to the valuation allowance relating
to its deferred tax asset of approximately $320,000 during the fourth quarter
of 2000, $28,000 during the fourth quarter of 1999 and $300,000 during the
fourth quarter of 1998.

NOTE 10--ACQUISITION

         On July 31, 1997, Techdyne acquired Lytton, which manufactures and
assembles printed circuit boards and other electronic products, for $2,500,000
cash, paid at closing, and issuance of 300,000 shares of Techdyne's common
stock. Techdyne guaranteed that the seller would realize a minimum of $2,400,000
from the sale of these shares of common stock based on Lytton having achieved
certain earnings objectives. The purchase price in excess of the fair value of
net assets acquired is being amortized over 25 years. Additional contingent
consideration was due if Lytton achieved pre-defined sales levels. Additional
consideration of approximately $396,000, $290,000 and $154,000 was paid in April
2000, April 1999, and April 1998, respectively, based on sales levels. As the
contingencies have been resolved, additional consideration due, has been
recorded as goodwill, and is being amortized over the remainder of the initial
25 year life of the goodwill.

         In July 1998, Techdyne advanced the seller approximately $1,278,000
("Advance") toward the guarantee for the sale of Techdyne's common stock in
addition to the prior sales by the seller. Subsequently, Techdyne also
guaranteed the seller aggregate proceeds of no less than $1,100,000 from the
sale of the remaining common stock if sold on or prior to July 31, 1999. In July
1999, Techdyne forgave the Advance and issued payment of $1,100,000 to the
seller, which together with the proceeds realized by the seller from the sale of
stock in 1998 satisfied Techdyne's remaining obligation under the $2,400,000
guarantee. The 295,000 shares held by the seller were returned to Techdyne and
were cancelled.

                                      F-28
<PAGE>

                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 11--SUBSIDIARY STOCK OFFERINGS

         Pursuant to a 1996 public offering, DCA issued common stock and
2,300,000 redeemable common stock purchase warrants to purchase one DCA common
share each with an exercise price of $4.50, originally exercisable through April
16, 1999 and extended to June 30, 2000, at which time the remaining outstanding
warrants expired. The underwriters received options to purchase 100,000 shares
of DCA common stock and 200,000 common stock purchase warrants, with the options
exercisable at $4.50 per unit through April 16, 2001 with the underlying
warrants being substantially identical to the public warrants except that they
are exercisable at $5.40 per share.

         During 2000, approximately 170,000 DCA warrants were exercised with net
proceeds to DCA of approximately $765,000. In accordance with its accounting
policy, the Company recognized a gain of approximately $276,000 and deferred
income taxes of approximately $105,000 related to the DCA warrant exercises.

NOTE 12--PROPOSED MERGER AND ACQUISITION

         On October 20, 1999, DCA entered into an Agreement and Plan of Merger
with MainStreet IPO.com Inc. ("MainStreet"). In August 2000, DCA terminated the
proposed merger as a result of MainStreet's failure to satisfy conditions
contemplated by the merger agreement.

NOTE 13--LOAN TO MAINSTREET

         In July 2000, DCA loaned $140,000 to MainStreet pursuant to a one year
convertible promissory note secured by 300,000 shares of Linux Global Partners
("LGP") owned by MainStreet. The note bore interest at prime plus 1/2% payable
on the earlier of failure of DCA's shareholder to approve its proposed merger
with MainStreet before November 1, 2000 or at maturity on July 11, 2001. The
proposed merger was terminated in, and accordingly the note came due November 1,
2000. Upon MainStreet's failure to repay the loan, DCA has retained the 300,000
shares of LGP held as security in satisfaction of MainStreet's obligations under
the note. See Note 12.

NOTE 14--INVESTMENT

         On January 27, 2000, the Company acquired a 6% interest, with an option
to acquire an additional 2%, in Linux Global Partners ("LGP"), a holding company
investing in Linux software companies, and loaned LGP $1,500,000 with a 10%
annual interest rate. In March 2000, the Company exercised an option to acquire
an additional 2% interest in LGP in conjunction with which it loaned LGP an
additional $500,000. The Company's investment of $120 in LGP is accounted for at
cost. The loans were originally scheduled to mature January 26, 2001. On August
9, 2000, the Company loaned an additional $200,000 to LGP at an annual interest
rate of 10% in originally scheduled to mature in 30 days with the maturity
having been extended. The Company borrowed the funds for the loans from DCA with
an annual interest rate of 10%, with the loans having the same terms as the
Company's loans to Linux Global Partners. Interest on the notes amounted to
approximately $186,000 for the year ended December 31, 2000. Interest receivable
on the note from LGP amounted to approximately $186,000 and is included in
prepaid expense and other current assets. To assist LGP in achieving its
long-term investment objectives, the Company has agreed to extend the maturity
of its notes receivable from LGP to June 30, 2001 for additional consideration
consisting of 400,000 additional shares of LGP stock, representing a 2% interest
in LGP, and the right to convert all or part of the loans into convertible
Preferred A shares of LGP with the same terms and conditions as a private
placement of its securities in process by LGP. Additionally, LGP has agreed to
repay all monies owed to the Company prior to any other use of its private
placement proceeds if Medicore chooses no to convert the loans. See Notes 12 and
13.

                                      F-29
<PAGE>


                         MEDICORE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 14--INVESTMENT--CONTINUED

         The Company issued options to purchase 150,000 shares of its common
stock to MainStreet and two of its officers as a finder's fee in conjunction
with the Company's investment in the LGP and recorded an expense of
approximately $69,000 on these options in January 2000. See Note 12 and 13.

                                      F-30
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report, Form 10-K/A#3,
to be signed on its behalf by the undersigned, thereunto duly authorized.


                                          MEDICORE, INC.



                                          By /s/ THOMAS K. LANGBEIN
                                             -----------------------------------
                                             THOMAS K. LANGBEIN, Chairman
                                             of the Board of Directors, Chief
                                             Executive Officer and President
June 1, 2001