Securities and Exchange Commission
                                Washington, D.C.
                                      20549


                                  Form 10-KSB


                Annual Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


For the fiscal year ended                         Commission file number
      March 31, 1999                                   0-16286

                              MEDPLUS CORPORATION
             (Exact name of Registrant as specified in its charter)

             Delaware                                        95-4082020
             --------                                        ----------
(State of other jurisdiction of identification          (IRS Employer number)
  incorporation or organization)

121 East Pikes Peak, Suite 355
Colorado Springs, Colorado                                  80903
----------------------------------------                   --------
(Address of Principal Executive Offices)                  (Zip Code)

Registrant's telephone number,
     including area code:                                (719) 447-0047
                                                         --------------

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

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of class)

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.  Yes   X   No     .
                  ---      ---

The  aggregate market value of voting common stock held by non affiliates of the
registrant  was  approximately $1,517,875 based on the last reported average bid
and asked price of the common stock on the OTC Bulletin Board on March 31, 1999.

The  number  of  shares outstanding of the issuer's common stock as of March 31,
1999:  13,723,113.


<PAGE>
                               MEDPLUS CORPORATION

                                     PART I

ITEM 1.     BUSINESS
            --------

     MEDPLUS  CORPORATION  (the  "Company")  was  incorporated  in  Delaware  in
December 1986 and is a reporting, publicly traded company that trades on the OTC
Bulletin  Board  under  the  symbol  MDPL.  The Company initially engaged in the
manufacture  and  sale  of  intraocular lenses and other ophthalmic products. In
late  1992,  the  Company  ceased  its  ophthalmic operations and redirected its
activities  to the patient finance industry through the Company's acquisition of
Patient  Plus,  Lincoln  Professional  Services Corporation and Financial Health
Network.  The  Company  now  works  on  behalf  of health care, dental care, and
veterinary  providers to find non-recourse financing for their patients. In 1995
and  1996  the  Company acquired an additional patient finance company, Surgical
Funding  Group,  located  in  Irvine,  California.

INDUSTRY BACKGROUND:  Total health care costs in the United States have grown to
--------------------
the  point  that  health care now is a trillion dollar industry. It is currently
growing  at the rate of 8% per year which means that, if current rates continue,
health care costs will double in the next nine years. Approximately $200 billion
is  spent on out of pocket health care services each year. Such services include
basic  health  care  as  well  as  elective  services  such  as plastic surgery,
dentistry,  ophthalmic  procedures,  audiology services, veterinary medicine and
funeral  services.  Because the Company's operational setup allows it to provide
not  only  necessary  financing,  but  fast,  efficient  and centralized records
administration,  the  Company  believes  its products are well positioned within
this health care market. The Company has been providing patient financing to the
health,  dental  and  death  care  communities  for  the  past  five  years.

CREDIT  PRODUCT  DESCRIPTION: The Company  does  not fund directly but markets a
-----------------------------
non-recourse  lending  product.  A non-recourse loan is simply an unsecured loan
from the Company's lender to a patient. Because the cost of defaults is absorbed
entirely  by the Company's lender, only patients with "A" credit profiles can be
profitably  financed.

MARKETING:  The  primary  market  for  the Company's products is a broad base of
----------
health  care and specialty providers. The Company primarily markets its products
and services through an independent sales representative organization with sales
representatives  throughout the United States. The sales representatives have an
ongoing  relationship  with  the provider and have existing members and/or sales
organizations  nationwide.  The  Company  also  has  a  field  office located in
California  from  its  acquisition  of  Surgical  Funding  Group.  The  Company
continues  to  identify  and  market  to  prospective  alliance  companies.  The
Company's  marketing  arrangements  provide national coverage while reducing the
costs  associated  with  an  in-house  sales  organization.

COMPETITION:      Thousands  of  companies  are  involved in medical billing and
------------
consumer  finance  and  these  industries  are generally highly competitive. The
Company  has  divided  what  it  considers to be its competition into two types;
direct  competitors  and  indirect  competitors.  Direct  competitors  include
traditional  credit  cards and other companies that market financial products in
the  self-pay  and  elective  services  market.  Indirect  competitors  include
substitutes  for  the  Company's  products  such as in-house finance, collection
agencies  and banks. While there are a number of competitors and substitutes for
the  Company's  products,  the  Company  believes the market for patient finance
services  is  not  now  highly  competitive.

     DIRECT  COMPETITION:  The  number  of  firms  competing within the industry
remains relatively small without any significant large company participants. The
Company  currently  estimates  that  there  are between 20 and 30 firms which it
would  identify as competitors on a regional basis throughout the United States.
In  addition,  the  Company has identified approximately six firms which provide
competing  services  or products on a national basis. However, the nature of the
health  care  crisis  today  and the increasing awareness among larger financial
institutions  has created a particularly keen awareness of this emerging market.
As  a result, the Company expects to see new entrants enter into the market over
time.


                                        2
<PAGE>
     INDIRECT  COMPETITION  Indirect competition includes any substitute for the
Company's  products.  Substitutes  would  include in-house financing, collection
agencies, personal bank loans and any other source of credit a customer can find
to  purchase  a  desired  service.  As  explained  before,  in-house  finance is
generally  not an attractive option even if on the surface it appears to be less
expensive.  Turning  a past due account over to a collection agency can make the
provider appear cruel and result in a significant amount of lost business in the
long  term.  Many  consumers  do not qualify for personal bank loans and in some
cases  would  be reluctant to discuss with the loan officer what the money is to
be  used for. The Company believes, therefore, that many providers and customers
will  find  the  Company's  products  a  superior  alternative.

     Although  there are a few competitor organizations that have been providing
products  and  services for some number of years the industry remains relatively
immature.  There  are  currently  no  centralized  associations,  national
organizations  or  organized  industry  groups.  This is largely a result of the
regional  and fragmented nature of the industry. The Company anticipates that as
the  industry grows and matures, and as more health care providers and consumers
become aware of the services the industry has to offer, opportunities for growth
through  acquisition  and  strategic  alliance  may  occur.

PRODUCT  LIABILITY  INSURANCE:  Due  to  the nature of the Company's current and
------------------------------
future  activities,  the  Company  does  not  currently  carry Product Liability
Insurance  nor  does the Company foresee a need for such coverage in the future.

TRADEMARKS:     The  Company  currently  has  one registered trademark, "PATIENT
-----------
PLUS"along  with its respective design. The Company and its subsidiaries utilize
this  mark in connection with the marketing and identification of certain of its
products  and  services. The Company believes this mark is valuable and material
to  it  and  its  subsidiaries'  marketing  efforts.

EMPLOYEES:  At  March  31,  1999, the Company had 3 full-time employees. None of
----------
the  Company's  employees  are  represented by a labor organization. The Company
considers  its  relations  with  its  employees  to  be  satisfactory.

ITEM  2.     PROPERTY
             --------

     The  Company's  facilities  are  comprised  of  a one office administrative
office  in  Colorado Springs, Colorado; and a 250 square foot office facility in
Irvine,  California. The Company leases its office facilities in Colorado Spring
and  Irvine  under  month  to  month lease agreements. The office space is fully
utilized  and  management  believes  it  to  be  suitable  and  adequate for its
reasonably  foreseeable  needs.

ITEM  3.     LEGAL  PROCEEDINGS
             ------------------
             none

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
             -----------------------------------------------------------
     No  matters  were  submitted  during  the fourth quarter of the fiscal year
ended  March  31, 1999 to a vote of security holders through the solicitation of
proxies  or  otherwise.


                                        3
<PAGE>
                                     PART II

ITEM  5.     MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
             ------------------------------------------------------------------

     The  Company  Stock  is  traded  on the OTC Bulletin Board under the symbol
MDPL.  The  high  and  low bid prices set forth through March 31, 1999 by fiscal
quarter  on  the  following  table:

<TABLE>
<CAPTION>
Bid                                   High Bid   Low Bid
------------------------------------  ---------  --------
<S>                                   <C>        <C>
1st quarter ended June 30, 1997       $     .87  $    .71
2nd quarter ended September 30, 1997       1.06        87
3rd quarter ended December 31, 1997         .20       .18
4th quarter ended March 31, 1998            .24       .22

1st quarter ended June 30, 1998             .19       .17
2nd quarter ended September 30, 1998        .14       .14
3rd quarter ended December 31, 1998         .16       .14
4th quarter ended March 31, 1999            .13       .12
</TABLE>

     The Company has not declared any cash dividends on its common equity in the
past  two  years  and  has  no  present  intention  to pay cash dividends in the
foreseeable  future.

     The  foregoing  prices  represent  high  and  low closing bid prices, which
reflect quotations between dealers without adjustments for markups, markdowns or
commissions  and  may  not  represent actual transactions. On March 31, 1999 the
closing  price  of the Company's common stock on the OTC Bulletin Board was $.12
bid  and  $.13  asked.  As  of  March  31, 1999 and to the best of the Company's
knowledge, there were approximately 900 holders of its common stock, however the
Company  believes  that  there  are over 375 holders of its common stock held in
"street  name"  by  brokers  and  clearing  houses.

ITEM  6.     SELECTED  FINANCIAL  DATA
             -------------------------

     The following table sets forth, for the periods and at the dates indicated,
selected  consolidated financial data for the Company. The data includes results
of  operations  of  acquired  companies subsequent to the effective date of each
acquisition.  The  selected consolidated financial data for the two fiscal years
ended  March  31, 1999 have been derived from the audited consolidated financial
statements  of  the Company. This information should be read in conjunction with
the  consolidated financial statements of the Company and the notes thereto. See
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
                                     Year Ended March 31,
                                      1998          1999
                                  ------------  ------------
<S>                               <C>           <C>
Revenues                          $   265,000   $    10,476
Loss From Operations               (2,419,109)      (65,032)
Loss Per Share From
Operations                              (0.15)          nil

                                     Year Ended March 31,
                                     1998          1999
                                  ------------  ------------
Total Assets                      $   116,281   $       534
Total Liabilities                   1,697,899     1,763,466
Working Capital                    (1,625,240)   (1,762,932)
Long Term Debt /and Capitalized
 Leases                                     0             0
Stockholders' Equity/(Deficit)     (1,581,618)   (1,762,932)
</TABLE>


                                        4
<PAGE>
ITEM  7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             ---------------------------------------------------------------
       RESULTS  OF  OPERATIONS.
       ------------------------

LIQUIDITY  AND  CAPITAL  RESOURCES  The  Company  has historically generated the
----------------------------------
funds  necessary  to meet its working capital needs through internally generated
funds,  through  the  private  sale  of  common  stock and the issuance of notes
payable.

     At March 31, 1999, the Company had working capital of ($1,762,932) compared
to  working  capital  of ($1,625,240) at March 31, 1998.  The decline in working
capital  is primarily due to the Company's net loss for the twelve months ending
March 31, 1999. The Company's current liabilities are higher than its assets due
primarily  to  loans  from  shareholders  of the Company and related parties and
accounts  payable.  The  Company  intends to pay these liabilities out of future
financing  and/or  operations.

     The  Company's liquidity position is severely strained. Liquidity needs are
currently  being  met  from the proceeds of various debt financing sold. Because
the  Company  has not achieved positive cash flow from its operating activities,
the  Company's  ability  to  continue operations is dependent upon the Company's
ability to raise additional equity and/or debt financing. This and other factors
raise  substantial  doubt  as  to  the  Company's ability to continue as a going
concern.  Management  is  continuing  its  efforts  to raise equity financing in
order  to  meet  its  long-term  and  short-term liquidity needs. The Company is
actively engaged in activities with intent to raise equity financing in order to
meet  its long-term liquidity needs.  There can be no assurance that the Company
will be able to consummate any transaction and/or raise the additional financing
necessary  for  continuing operations.  As of March 31, 1999 there were no known
demands,  commitments  or  uncertainties  affecting cash flows other than normal
accounts  payable  demands,  debt,  and  past  due  interest  payments.

RESULTS  OF  OPERATIONS
-----------------------

REVENUE:  Revenue  derived  from  the  sale  of  products  from  the  Company's
-------
operations  was  $10,478 for the fiscal year ended March 31, 1999 as compared to
$265,070  in  operating  revenue for the fiscal year 1998. The Company's revenue
decrease  over  fiscal  year  1998  is primarily attributable to liquidating the
medical  clinic  and  having  limited  staff  to  support the Company's product.

OTHER OPERATING EXPENSES:  Sales and Marketing expenses for operations decreased
-------------------------
by over 1000% to $24,348 for the fiscal year ended March 31, 1999 as compared to
$322,445  for  fiscal  year  1998.  The decrease in sales and marketing expenses
during  fiscal  year  1998  is attributable to cutting personnel substaintially.
     General  and Administrative expense for operations decreased substaintially
to  $20,570  during the fiscal year ended March 31, 1999 as compared to $686,496
during fiscal year 1998. The substaintial decrease in General and Administrative
expense  in  fiscal  year  1998  is  attributable primarily to cutting staff and
liquidating  the  medical  clinic.
     Interest  expense  dcreased to $0.00 during the fiscal year ended March 31,
1999  as compared to $76,214 during fiscal year 1997.  This decrease in interest
expenses in fiscal year 1999 is primarily due to not paying interest on past due
notes.

NET  LOSS:   The  Company  had  a  net loss of $65,032 for the fiscal year ended
----------
March 31, 1999 as compared to a net loss of $2,419,108 for fiscal year 1998. The
decrease  in  the  Company's  net  loss  for fiscal year 1999 was due to cutting
activity  and  liquidating  the  medical  clinic.
     The  Company  has  not been required to pay income taxes for the past three
fiscal  years  due  to  its  net  loss position in each of the respective fiscal
years.
     Management  believes that inflation has not had a significant impact on the
prices  of  the  Company's  products, the cost of its materials or its operating
results.

SUBSEQUENT  EVENTS
------------------

     none

ITEM  8.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
             -----------------------------------------------

     The  report  of  independent accountants and financial statements appear on
page  F1  of  this  report.

ITEM  9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
             ---------------------------------------------------------------
             FINANCIAL  DISCLOSURE
             ---------------------

     None


                                        5
<PAGE>
                                    PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS
             --------------------------------

     The following table sets forth the names, ages and positions of the
directors and executive officers of the Company.

<TABLE>
<CAPTION>
Name                Age             Position
----               ----             --------
<S>                <C>      <C>
Tim C. DeHerrera     41     President, CEO, Director
P. James Voloshin    57     Director
</TABLE>

     P.  James  Voloshin  was elected Director in January 1996. Tim C. DeHerrera
was  elected  Director in August 1996.  Each director will hold office until the
next  annual  meeting of stockholders or until his successor is duly elected and
qualified. The officers of the Company are elected by the Board of Directors and
hold  office  until their successors are elected or until resignation or removal
by  the  Board  of  Directors.

     Tim  C.  DeHerrera  has  held  the office of President of the Company since
January 1996. Prior to that Mr. DeHerrera was Executive Vice President in charge
of  marketing  from  November  1992  until January 1996. From January 1992 until
November  1992,  Mr.  DeHerrera  was President of Financial Health Network, Inc.
("FHN").  From June 1991 through December 1991, Mr. DeHerrera was Vice President
of  Special  Projects for International Finance Alliance, Inc. ("IFA"), a health
care  financial  services  company  involved  in  patient  financing.

     P.  James  Voloshin,  MD  has  been a Director of the Company since January
1996.  Dr.  Voloshin  is a plastic surgeon and has been President of the Newport
Surgery  Institute,  located  in  Newport  Beach,  California,  since  1986. Dr.
Voloshin  co-founded  Surgical Funding Group, Inc. in 1992 and was its President
until  the  Company's  acquisition  of  Surgical  Funding  in November 1995. Dr.
Voloshin is or has been a member of ten medical societies including the American
Society  of  Plastic  Surgery.  Dr.  Voloshin  holds  a  medical degree from the
University  of  Alberta,  Canada.

ITEM 11.     EXECUTIVE COMPENSATION
             ----------------------

     None  of  the  Company's  executive  officers received any compensation for
services  rendered  during  the  fiscal year ended March 31, 1999. The following
tables  set  forth  the  compensation  received  by  the Company's President for
services  rendered  during  the  last  two  fiscal  years  ended March 31, 1999.

<TABLE>
<CAPTION>
                   Capacity in                       Annual Compensation
                   ------------                  --------------------------
Individual         which served   Fiscal Year      Salary      Bonus  Other
-----------------  ------------  --------------  -----------  ------  -----
<S>                <C>           <C>             <C>          <C>     <C>
Tim C. DeHerrera   President     March 31, 1998  none         None    None
Tim C. DeHerrera   President     March 31, 1999  none         None    None


                   Capacity in                        Annual Compensation
                   ------------                  --------------------------
Individual         which served   Fiscal Year      Salary      Bonus  Other
-----------------  ------------  --------------  -----------  ------  -----
P. James Voloshin  Secretary     March 31, 1998  none         None    None
P. James Voloshin  Secretary     March 31, 1999  none         None    None
</TABLE>

Stock  option  plan.  The  Company's  Stock  Option Plan (the "Option Plan") was
--------------------
adopted  by the Company's Board of Directors and approved by the stockholders in
April  1994.  A  total  of  1,000,000  shares  of Common Stock were reserved for
issuance  under  the  Option  Plan. The Option Plan provides for the granting to
certain  consultants  and  employees of stock options, stock appreciation rights
and  supplemental  bonuses.  The Plan permits the grant of both "incentive stock
options"  within the meaning of Section 422 of the Internal Revenue Code of 1986
(the  "Code"),  and non-statutory options, which do not meet the requirements of
Section  422.  The  Company  has  issued  stock options in the amount of 695,814
shares  to  consultants  of  the Company and all have been exercised. A total of
304,186  shares  remain  available.


                                        6
<PAGE>
ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
             --------------------------------------------------------------

     The  following  table sets forth information as of March 31, 1999 regarding
the  Company's  Common  Stock owned of record or beneficially by (i) each person
known  to  the  Company who owns beneficially 5% or more of the Company's Common
Stock;  (ii)  each  of  the  Company's  directors;  and  (iii)  all officers and
directors  as  a  group.

<TABLE>
<CAPTION>
                              Shares of Common    Percentage of Shares
Name of Beneficial           Stock Beneficially      of Common Stock
      Owner                      Owned   (1)       Beneficially owned
---------------------------  -------------------  ---------------------
<S>                          <C>                  <C>
Tim C. DeHerrera  (2)                  1,172,157                  8.5 %
(Officer/director)

P. James Voloshin  (2)                   874,988                  6.4 %
(Director)

All Officers and Directors             2,047,145                 14.9 %
As a group two people

<FN>
(1)  Unless otherwise noted, the Company believes that all persons named in the
     table have sole voting and investment power with respect to all shares of
     Common Stock beneficially owned by them.

(2)  The address of Messrs. T.C. DeHerrera, and P. James Voloshin is MEDPLUS
     CORPORATION, 121 East Pikes Peak. Suite 355, Colorado Springs, Colorado,
     80903.
</TABLE>


                                        7
<PAGE>
                                     PART IV

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
             ----------------------------------------------

                                      None

ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
             ----------------------------------------------------------------

          (a)  1.  Financial  Statements

               The  following  consolidated  financial  statements  of  MEDPLUS
          CORPORATION  are  included  in  part  II,  Item  8.

               Consolidated  financial  statements  for  the  fiscal years ended
          March  31,  1999  and  March  31,  1998.

                                                                          Page

     Report of independent accountants. . . . . . . . . . .. . . . . . . . F-1

     Balance Sheet at March 31, 1999. . . . . . . . . . . .. . . . . . . . F-2

     Statement of operations for the years
          ended March 31, 1999
          and March 31, 1998. . . . . . . . . . . . . . . .. . . . . . . . F-3

     Statement of stockholders' deficiency for
          the years ended March 31, 1999
          and March 31, 1998. . . . . . . . . . . . . . . .. . . . . . . . F-4


     Statement of cash flows for the years
          ended March 31, 1999
          and March 31, 1998. . . . . . . . . . . . . . . .. . . . . . . . F-5

     Notes to financial statements. . . . . . . . . . . . .. . . . . . . . F-6


                                        8
<PAGE>
CLYDE  BAILEY  P.C.
--------------------------------------------------------------------------------
                                                     CERTIFIED PUBLIC ACCOUNTANT
                                                        10924 VANCE JACKSON #404
                                                        SAN ANTONIO, TEXAS 78230
                                                            (210) 699-1287(OFC.)
                                           (888) 699-1287   (210) 691-2911 (FAX)
                                                                         Member:
                                                     American Institute of CPA's
                                                          Texas Society of CPA's

Board  of  Directors
MedPlus  Corp

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

I  have audited the accompanying balance sheet of MedPlus Corp ("Company") as of
March  31,  1999  and  the  related  statement  of  operations,  statement  of
stockholders'  equity, and the statement of cash flows for the years ended March
31,  1999  and  1998.  These  financial statements are the responsibility of the
Company's  management.  My  responsibility  is  to  express  an opinion on these
statements  based  on  my  audit.

I  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.  I  believe  that  my  audit  provides  a  reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial position of the Company as of March 31, 1999
and the results of its operations and its cash flows for the period for the year
ended March 31, 1999 and 1998 in conformity with accounting principles generally
accepted  in  the  United  States.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a going concern. The Company has limited operations
currently  and  suffered  recurring  losses from operations. These factors raise
substantial  doubt  about  the Company's ability to continue as a going concern.
This  is  further  explained  in  the  notes  to  financial  statements.





                                Clyde Bailey P.C.

San  Antonio,  Texas
October  30,  2001


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                                  MED PLUS CORP
                                 BALANCE SHEETS



                                  A S S E T S
                                  -----------


                                                  MARCH 31, 1999
                                                  --------------
<S>                                               <C>              <C>
Current Assets
  Cash                                                      534
    Accounts Receivable
    Other Current Assets
                                                  --------------
      Total Current Assets                                                534


                                                                  ------------
      Total Assets                                                        534
                                                                  ============

                         L I A B I L I T I E S
                         ---------------------
Current Liabilities
-------------------
  Accounts Payable                                      389,430
  Accrued Expenses                                      430,473
  Accrued Payroll Taxes                                 144,984
  Accrued Legal Fees/Settlement                         118,670
  Note Payable - Related Party                          679,908
                                                  --------------
  Total Current Liabilities                           1,763,465

  Total Liabilities                                   1,763,465

Comitments and Contingencies                                                -


          S T O C K H O L D E R S ' E Q U I T Y
          -------------------------------------

Preferred Stock                                                             -
  20,000,000 authorized shares, par value $.001
  no shares issued and outstandin

Common Stock                                             13,723
  100,000,000 authorized shares, par value $.001
  13,723,113 shares issued and outstanding

Additional Paid-in-Capital                            9,534,665
Retained Earnings                                   (11,311,319)
                                                  --------------

      Total Stockholders' Equity (Deficit)                         (1,762,931)
                                                                  ------------

      Total Liabilities and Stockholders' Equity                          534
                                                                  ============
</TABLE>


  The accompanying notes are integral part of Consolidated Financial Statements


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                  MED PLUS CORP
                            STATEMENT OF OPERATIONS

                                              -------------------------
                                                  FOR THE YEARS ENDED
                                                       MARCH 31
                                                  1999         1998
                                              ------------  -----------
<S>                                           <C>           <C>
REVENUES:
---------

Revenues                                           10,476      265,070
                                              ------------  -----------
         Total Revenues                            10,476      265,070

EXPENSES:
---------
Stock for Services                                      -    1,310,977
Salaries                                           20,570      502,500
Professional Fees                                  26,705      183,995
Contract Services                                  11,600       95,512
Lease Expense                                       3,884       82,321
Depreciation Expense                                    -       83,214
Utilities
Other Expenses                                     12,748      322,445
                                              ------------  -----------
         Total Expenses                            75,508    2,580,964

Loss from Operations                              (65,032)  (2,315,894)

OTHER INCOME AND (EXPENSES)
---------------------------
Interest Expense                                        -      (76,214)
Settlement                                              -      (50,000)
Debt Forgiveness                                        -       23,000
                                              ------------  -----------

         Total Other Income and (Expenses)              -     (103,214)

Loss from Continuing Operations                   (65,032)  (2,419,108)


DISCONTINUED OPERATIONS:
------------------------
Loss from Discontinued Operations                (116,281)           -

                                              ------------  -----------
              Net Income (Loss)               $  (181,313)  (2,419,108)
                                              ============  ===========

Basic and Diluted Earnings Per Common Share            Nil          Nil
                                              ------------  -----------

Weighted Average number of Common Shares       15,380,000   15,380,000
                                              ============  ===========
  used in per share calculations
</TABLE>

  The accompanying notes are integral part of Consolidated Financial Statements


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                             MED PLUS CORP
                                   STATEMENT OF  STOCKHOLDERS' EQUITY
                                          AS OF MARCH 31, 1999


                                                $0.001     Paid-In      Retained       Stockholders'
                                    Shares    Par Value    Capital      Earnings          Equity
                                  ----------  ----------  ----------  -------------  ---------------
<S>                               <C>         <C>         <C>         <C>            <C>
Balance, April 1, 1997             3,690,907  $    3,691  $7,459,561  $ (8,710,898)  $   (1,247,646)

Stock Issued for Services          3,218,155       3,218     642,345                        645,563

Stock Issued for Debt Reduction    6,814,051       6,814   1,432,759                      1,439,573

Net Income  (Loss)                                                      (2,419,108)      (2,419,108)


Balance, March 31, 1998           13,723,113      13,723   9,534,665   (11,130,006)      (1,581,618)


Net Income  (Loss)                                                        (181,313)        (181,313)


Balance, March 31, 1999           13,723,113      13,723   9,534,665   (11,311,319)      (1,762,931)
                                  ==========  ==========  ==========  =============  ===============
</TABLE>


  The accompanying notes are integral part of Consolidated Financial Statements


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                  MED PLUS CORP
                             STATEMENT OF CASH FLOWS


                                                 ------------------------
                                                       FOR THE YEARS
                                                      ENDED MARCH 31
                                                    1999         1998
                                                 ----------  ------------
<S>                                              <C>         <C>
Cash Flows from Operating Activities:
-------------------------------------
  Net Income (Loss)                              $(181,313)  $(2,419,108)
  Changes in operating assets and liabilities:
     Depreciation                                        -        83,214
     Accounts Receivable                                 -        (2,705)
     Stock Issued for Services                                   645,563
     Loss from Discontinued Operations             116,281             -
     Other Current Assets                                -        25,680
     Accounts Payable                                             71,285
     Other Liabilities                             (40,913)       58,375
                                                 ----------  ------------
     Total Adjustments                              75,368       881,412
                                                 ----------  ------------
Net Cash Used in Operating Activities            $(105,945)  $(1,537,696)

Cash Flows from Investing Activities:
-------------------------------------
  Fixed Assets                                           -        (5,101)
                                                 ----------  ------------

Net Cash Used in Investing Activities            $       -   $    (5,101)
                                                 ----------  ------------

Cash Flows from Financing Activities:
-------------------------------------
  Note Payable - Related Party                      65,567       255,616
  Note Payable                                           -      (113,399)
  Stock Issued for Debt Reduction                        -     1,439,573
                                                 ----------  ------------
Net Cash Provided for Financing Activities       $  65,567   $ 1,581,790
                                                 ----------  ------------

Net Increase (Decrease) in Cash                  $ (40,378)  $    38,993

Cash Balance,  Begin Period                         40,913         1,920
                                                 ----------  ------------
Cash Balance,  End Period                        $     534   $    40,913
                                                 ==========  ============

Supplemental Disclosures:
  Cash Paid for interest                                 -             -
  Cash Paid for income taxes                             -             -
</TABLE>


  The accompanying notes are integral part of Consolidated Financial Statements


                                      F-5
<PAGE>
                      MEDPLUS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   GENERAL  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     GENERAL -- Medplus Corporation and Subsidiaries (the "Company") operates in
the  health  care financing industry.  It has developed its private label health
care  credit card, among other products, for health care patients use in funding
the  self-pay  portion  of  their  health  care  expenditures.  The      Company
utilizes  outside lenders to provide the financing for its products. The Company
was  incorporated  in  the State of Delaware in December 1986. The company has a
total  of 102,000,000 authorized shares with a par value of $.001 per share with
2,000,000  shares  designated  as  preferred  shares  and  the balance as common
shares.  The  Company  has 13,723,113 common shares issued and outstanding as of
March  31,  1999  and  no  preferred  shares  issued  as  of  March  31,  1999.

     The  Company  ceased  all  operations  in  1998 and has little or no viable
operations  since  that  date.

     BASIS OF PRESENTATION -- The accompanying consolidated financial statements
have  been prepared on a going concern basis, which contemplates the realization
of  assets and the satisfaction of liabilities in the normal course of business.
The  Company  has  been  inactive  since  1998.  These factors indicate that the
Company  will  be  unable  to  continue  as  a  going concern.  The consolidated
financial  statements  do  not  include  any  adjustments  relating  to  the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that  might  be necessary should the Company be
unable  to  continue  as a going concern.  The Company's continuation as a going
concern  is  dependent  upon its ability to generate sufficient cash to meet its
obligations  on  a  timely  basis,  to  obtain financing as may be required, and
ultimately  to  attain  successful  operations.

     PRINCIPLES  OF  CONSOLIDATION  --  The  consolidated  financial  statements
include  the  accounts of the Company and its wholly-owned subsidiaries: Patient
Plus  Occupational  Health Centers, Inc. and Lincoln Professional Services, Inc.
All  inter-company  accounts  and  transactions  have  been
eliminated.

     USE  OF  ESTIMATES -- The preparation of the Company's financial statements
in  conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and      liabilities at the date
of  the  financial  statements  and  the reported amounts of income and expenses
during  the reporting period.  Actual results could differ from those estimates.

     STATEMENT OF CASH FLOWS -- The Company considers cash on deposit with banks
to  be  cash  and  cash  equivalents.

     NET  LOSS  PER SHARE -- Net loss per share is computed by dividing net loss
by  the  weighted  average  number  of shares of common stock outstanding. Stock
warrants are not included in the calculation of net loss per share because their
effect  would  be  anti-dilutive.

     RECLASSIFICATIONS -- Certain reclassifications have been made to prior year
amounts  in  order  to  conform  to  current  year  presentation.

   RECENT  ACCOUNTING  DEVELOPMENTS:

   Segments  of  an  Enterprise  and  Related  Information
   -------------------------------------------------------

Statement  of  Financial  Accounting Standards (SFAS) No. 131, Disclosures about
Segments  of  an  Enterprise  and  Related  Information, supersedes SFAS No. 14,
"Financial  Reporting  for  Segments  of  a  Business  Enterprise."  SFAS  131
establishes standards for the way that public companies report information about
operating  segments  in  annual  financial  statements and requires reporting of
selected  information  about  operating segments in interim financial statements


                                      F-6
<PAGE>
                      MEDPLUS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


issued  to  the public.  It also establishes standards for disclosures regarding
products  and  services, geographic areas and major customers.  SFAS 131 defines
operating  segments  as  components  of a company about which separate financial
information  is  available  that  is  evaluated regularly by the chief operating
decision  maker  in  deciding  how  to  allocate  resources  and  in  assessing
performance.  The  Company  has  evaluated  this SFAS and does not believe it is
applicable  at  this  time.

Goodwill  and  Other  Intangible  Assets
----------------------------------------

In  July  2001,  the  Financial  Accounting Standards Board issued Statements of
Financial  Standards  ("SFAS")  No.  141,  "Business  Combinations" and No. 142,
"Goodwill  and Other Intangible Assets". SFAS No. 141 established accounting and
reporting  standards  for  business  combinations  and  eliminates  the
pooling-of-interests  method  of  accounting  for  combinations  for  those
combinations  initiated  after  July  1,  2001.  SFAS  No, 141 also includes new
criteria  to  recognize intangible assets separately from goodwill. SFAS No. 142
establishes  the accounting and reporting standards from goodwill and intangible
lives.  Goodwill  and  intangibles  with  indefinite  lives  will  no  longer be
amortized,  but,  alternatively  will be reviewed periodically for indicators of
impairment. Separate intangible assets that are not deemed to have an indefinite
life will continue to be amortized over their useful lives. The Company does not
anticipate  that  the  adoption  of  SFAS  No.  141 and SFAS No. 142 will have a
significant  effect  on  its  results  of  operations  or  financial  position.

2.   NOTES PAYABLE TO RELATED PARTIES

     Notes payable to related parties, all of which are considered to be current
     liabilities  by  their terms or due to default, consist of the following at
     March  31,  1998:

     Unsecured note payable to a director of the Company, bearing
         interest at 10% per annum, $10,000 together with
         accrued interest and $15,000 together with accrued
         interest, is payable upon the Company obtaining
         $100,000 and $500,000 in equity financing,
         respectively.                                                 $  25,000

     Unsecured note payable to a shareholder and former officer
         of the Company, non-interest bearing, due in equal
         monthly installments of $2,000 from May 1996 through
         April 1997 with a final installment of $123,288 payable
         in May 1997. This note is recorded net of unamortized
         discount of $5,074 at March 31, 1997 to reflect an
         effective interest rate of 18%. Payments on this note
         are in default.                                                 446,952

     Unsecured note payable to shareholders of the Company
         bearing interest at 10% per annum. The note is payable
         on demand and in default.                                       381,385

     Unsecured note payable to shareholder of the Company bearing
         interest at 11% per annum. The note is payable on
         demand and in default.                                           12,500

     Unsecured note payable to shareholder of the Company bearing
         interest at a range between 10% to 17% depending on
         shareholder's credit card rate. The note is payable on
         demand and in default.                                           19,000
                                                                        --------
     Total                                                              $679,908


                                      F-7
<PAGE>
                      MEDPLUS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3.   OPERATING  LEASE

     The  Company  leases  office  space  from  an  affiliate  of  one  of  its
shareholders  on  a  month-to-month  basis

4.   ACCOUNTS  PAYABLE

The remaining balance in Accounts Payable contains payable that were outstanding
since  March  31,  1998.  The Company believes that the vendors have written the
balances  off  their  books,  but  the balances are being carried on the balance
sheet  until  the  statue of limitations have run. The outstanding balance as of
March  31,  1999  is  $389,430.


5.   INCOME  TAXES

Deferred  income  taxes  arise  from  temporary  differences  resulting from the
Company's subsidiary utilizing the cash basis of accounting for tax purposes and
the  accrual  basis  for  financial  reporting  purposes.  Deferred  taxes  are
classified  as  current  or  non-current, depending on the classification of the
assets and liabilities to which they relate.  Deferred taxes arising from timing
differences  that  are  not  related  to an asset or liability are classified as
current  or non-current depending on the periods in which the timing differences
are  expected to reverse. The Company's previous principal temporary differences
relate  to  revenue  and  expenses accrued for financial purposes, which are not
taxable  for  financial  reporting  purposes.  The  Company's material temporary
differences  consist  of  bad  debt expense recorded in the financial statements
that  is  not  deductible  for  tax purposes and differences in the depreciation
expense  calculated  for  financial  statement  purposes  and  tax  purposes
 As  of  March  31,  2001,  the  Company has net operating loss carryforwards of
approximately  $8,632,000  which  expire  beginning in fiscal year 2000.  As  of
March  31,  2001,  the  Company  has  recorded  a  valuation allowance to reduce
existing  deferred  tax  assets  since the assets are not likely to be realized.

6.  DISCONTINULED  OPERATIONS - In 1998, the Company discontinued operations and
wrote off all assets of the business. The net loss of $116,281 is being recorded
as  a  loss  from  discontinued  operations  in  the  Statement  of  Operations.

7.  LITIGATION

The  Company  settled  litigation with a former president of the Company in July
1998  who  alleged  failure  of  the  Company  to  make certain payments under a
promissory  note in the purported range of $70,000 to $90,000.  The Company paid
$50,000  to  settle  the  lawsuit  in  1998.

8.  GOING  CONCERN

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applicable  to  a  going concern, which contemplates the
realization  of  assets  and  liquidation of liabilities in the normal course of
business.  However, the Company does not have significant cash or other material
assets,  nor  does it have an established source of revenues sufficient to cover
its  operating  costs  and  to  allow  it  to continue as a going concern. These
factors  raise  substantial  doubt  about the Company's ability to continue as a
going  concern.


                                      F-8
<PAGE>
                      MEDPLUS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.  SUBSEQUENT  EVENT

     DISCONTINUED  OPERATIONS  --  On  July  28, 1997, the Company announced its
intentions  to  dispose  of  its  occupational  health clinic.  Accordingly, the
operations  of  the  clinic  are  reported  as  discontinued  operations.

    LETTER  OF  INTENT  - On September 19, 2001 the Company executed a Letter of
Intent to acquire Alternative Finance Advisors, Inc a privately held corporation
based  in Newport Beach California, with offices in Colorado Springs, CO and Ft.
Worth,  TX.  AFA  specializes  in  the  patient  finance  industry  by providing
marketing,  customer  service  and  training  services.  Their  patient  finance
products  finance  the  self-pay portion of medical bills providing a manageable
monthly  payment to the patient while advancing cash to the healthcare facility.
This  is  similar  business  as  the  Company  was  previously  operating.  The
transaction  calls  for  a stock for stock transaction.  It is subsequent to the
closing  that  the  Company  will  commence  operations  again.  There can be no
assurance  that  this  Letter  of  Intent  will  result  in  a definitive merger
agreement  and  subsequently  a  consummated  transaction.

   OFFER  AND  COMPRIMISE  ACCEPTED  -  On  August 7, 2001, the Internal Revenue
Service  accepted  an  offer  of  $  94,500  to  settle  outstanding payroll tax
liabilities  and  release  liens associated with payroll taxes from 1996 through
1999.  The  offer  is  due to be paid in January 2002. The accrued payroll taxes
have  been  adjusted  in  these financial statements to reflect this settlement.

   COMMON  STOCK

The Company issued common stock to settle certain debt to related parties and to
settle  accrued  salaries  in  January  2001.  The  details  are  as  follows:

On  January 31, 2001, the Company issued 2,383,583 shares of its common stock to
settle $357,538 in Notes Payable to Related Parties. The common stock was valued
at  $.15  per  share.

On  January 31, 2001, the Company issued 1,984,046 shares of its common stock to
settle  $316,588 in Accrued Expenses consisting of accrued salaries and expenses
to officers and employees of the Company that was not paid in 1996 and 1997. The
common  stock  was  valued  at  $.15  per  share.

On  January  31, 2001 and March 23, 2001, the Company issued 1,410,470 to settle
$211,295  in  outstanding  Accounts Payable. The common stock was valued at $.15
per  share.


                                      F-9
<PAGE>
(a)  3. Exhibit Index

     Exhibit
     Number                    Description

     3.3                 By-Laws of the Registrant  *

     10.1                Sale  and  Purchase Contract for the Company's Purchase
                         of  the  Assets  of  Surgical Funding Group, Inc. Dated
                         November  10,  1995.  **

     15.3                Amended  and  Restated  Certificate of Incorporation of
                         Vision  Technologies  International, Inc. to Change the
                         Name  of  the  Company  to  MEDPLUS  CORPORATION  ***

     16.1                Stock Option Plan of the Registrant ****

     21.1                Subsidiaries of the Registrant

     27.0                Financial Data Schedule


                                       10
<PAGE>
     *     Filed with Registration Statement (Registration Statement No.
33-13006-LA) on Form S-18 on or about April 3, 1987, and incorporated herein by
reference.

     **     Filed on Form 8-K on or about March 11, 1996 (Commission File
Number 0-16286) and incorporated herein by reference.

     ***  Filed on Form 10-K on or about July 1, 1993 (Commission File Number
0-16286) and incorporated herein by reference.

     ****  Filed with Registration Statement (Registration Statement No.
33-77700) on Form S-8 on or about April 13, 1994, and incorporated herein by
reference.

Exhibit 21.1     Subsidiaries of the Registrant
                 ------------------------------
                 none


                                       11
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                   MEDPLUS CORPORATION


Date:     March 1, 2002                     \By\  Tim C. DeHerrera
                                            --------------------------
                                                  Tim C. DeHerrera
                                                  Chief Executive Officer

Date:     March 1, 2002                     \By\  James Voloshin
                                            --------------------------
                                                  James Voloshin

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

     Signature               Title                        Date
     ---------               -----                        ----

\By\ Tim C. DeHerrera        President;               March 1, 2002
---------------------        Director
Tim C. DeHerrera


\By\ James Voloshin          Secretary, Treasurer     March 1, 2002
-------------------          Director
James Voloshin


                                       12
<PAGE>