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, 2001                                      0-16286


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

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

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

Registrant's telephone number,
     including area code:                                (719) 447-8856
                                                         --------------

           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      No   X .
                                                     ---      ---

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 $670,626 based on the last reported average bid and
asked  price  of  the  common  stock on the OTC Pink Sheets on October 30, 2001.


The  number of shares outstanding of the issuer's common stock as of October 30,
2001:  19,499,228.


<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
Pink  Sheets  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.  In 1995 and 1996 the Company acquired another patient finance company,
Surgical  Funding  Group, located in Irvine, California. In May 1998 the Company
drastically  reduced  operating its' patient finance operations.  The Company is
currently  under  Letter  of  Intent  to  acquire  Alternative Finance Advisors.
Alternative  Finance  Advisors,  Inc.  is  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.  AFA has an
independent  sales  organization  marketing the finance products AFA represents.
Through  the  acquisition  of  AFA  and  AFAs'  marketing agreement with Patriot
Medical  Finance,  The Company will offer a hospital recourse finance program to
the  medical  community.

INDUSTRY  BACKGROUND
--------------------

     The  Company  targets  the hospital segment of health care that consists of
approximately  5,000  hospitals  across  the  country.  According  to Mastercard
International  total health care expenditures in U.S. in 1997 were $1.1 trillion
with approximately one fifth of that paid for out of consumers' own pockets$200
billion  that  can  be  placed  on  a  credit  card or take advantage of patient
financing.  Of that $200 billion, over $100 billion is derived from the hospital
segment  Medplus  addresses.

Despite  the size of the market, there are very few companies that specialize in
financing  patient's out-of-pocket payment requirements.  Most hospitals finance
the patient's out-of-pocket portion themselves with mixed to poor results.  Poor
collection results by the provider occurs because most consumers do not feel the
urgency  to pay health care providers.  Surveys by Visa International and others
tell  us  that  health  care providers are paid last or tenth in priority, after
everyone  else  has  been  paid.  Banks, finance companies and credit cards were
found  to  be  paid fourth in priority.  Because financial institutions are more
apt  to  be  paid,  MedPlus  and others have found that hospitals are willing to
allow  discounts  on  advanced  funds  in  exchange for good approval rates with
simple  procedures  and  excellent  service.

MEDPLUS  PRODUCT  DESCRIPTION
-----------------------------

     The  MedPlus  Recourse  Hospital  Program is marketed only to hospitals and
large  clinics.  In  this program, MedPlus and its' financing partner enter into
an  agreement  whereby  the  patient's  loan  is  guaranteed  by  the  hospital.
Therefore,  the  company and funding source are not assuming the credit risk for
the  accounts,  the  hospital  is.  This  enables 100% acceptance of the patient
accounts  if  the hospital desires.  Money is advanced to the hospital while our
financing partner bills and collects on the accounts.  Bad accounts are remitted
to  the  hospital  for  reimbursement.  The  following  is  a description of the
recourse product currently marketed:  When a patient at a hospital needs a loan,
the  hospital  will has the applicant fill out a credit application if he or she
meets minimum prescreening qualifications.  The hospital then transmits the loan
information  electronically  or  via  fax  to  the  finance  company, which then
electronically  transfers  the money to the hospital, minus an 8% discount.  The
account  is  then  billed  and collected.  If the account later defaults billing
efforts  continue  for  an  additional  60  days.  If,  however,  the collection
activity  proves  unsuccessful,  the  account is then sent back to the hospital,
which  refunds  the  current  balance  owed  by  the  patient.

MARKETING
---------

     The  Company's  sales  force  will  be  made up mainly of independent sales
representatives.  These  are  entrepreneurial  salesmen  and  women  with  a
demonstrated  track  record  and  extensive  industry contacts. The Company will
likely hire additional sales people who will work primarily on performance-based
compensation  contracts.  The  Company will use telemarketing where appropriate.


                                        2
<PAGE>
The  Company  has  in the past identified and trained representatives to present
The Company's patient financing program to their customers.  In order to augment
and  increase  its sales force, The Company will contract with a number of these
representatives  in  different  parts  of the country.  It is necessary to train
them,  monitor  their sales activity.  These reps are compensated on performance
only, usually a percentage of the amount financed each month by their providers.
As  their  number  of  providers  grows  so does their monthly income.  There is
little  they  have  to do after initial sign up.  The Company's customer service
staff  provides  training  and  support  for  their  provider  customers.

     Consulting  Firms-  There  are  many  consulting firms consulting servicing
providers in of the hospital industries. The main issue on which they consult is
of  course  profitability.  It  is not difficult to convince a consultant of the
benefits  of  patient  finance  for  his  clients.

     Industry Associations- There are generally several industry associations in
each  of  the  target  markets  served  by  the  Company.  The Company will seek
endorsements  from  these  associations,  as  this  can  increase  the Company's
credibility  and  ease  of  sales.

     Marketing  Companies-  The  Company  in  the  past has identified marketing
companies  whose activities for providers generate a need for patient financing,
thus the Company's product. It is necessary to establish a business relationship
with  these  companies  and  through  them sign-up all the providers using their
services.  The  Company will follow-up with their providers, sign them on to its
products  and  provide  the  training  and  support  worthy  of  this  valuable
relationship.  New  marketing  companies are identified at trade shows and these
shows  help  cement  relationship  with  established  companies.

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.  The  Company expects the competitive nature of the credit industry
will  make  this  segment  much  more  competitive  in  the  near  future.

PRODUCT  LIABILITY  INSURANCE
-----------------------------

     The  Company  does not currently carry Product Liability Insurance nor does
the  Company  foresee  a  need  for  such  coverage  in  the  future.

EMPLOYEES
---------

     At March 31, 2001, the Company has 1 full-time employee.

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

     The  Company's facilities are comprised of a 300 square foot administrative
office  in  Colorado  Springs,  Colorado;  The  Company  sub  leases  its office
facilities in Colorado Springs 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  till  the  acquisition  is  consummated.

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, 2001 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 Pink Sheets under the symbol MDPL.
The  high  and low bid prices set forth through March 31, 2001 by fiscal quarter
on  the  following  table:

<TABLE>
<CAPTION>
Bid                                   High Bid   Low Bid
---                                   ---------  --------
<S>                                   <C>        <C>
1st quarter ended June 30, 1999       $     .05  $    .05
2nd quarter ended September 30, 1999        .05       .04
3rd quarter ended December 31, 1999         .06       .05
4th quarter ended March 31, 2000            .03       .01

1st quarter ended June 30, 2000             .01       .01
2nd quarter ended September 30, 2000        .08       .07
3rd quarter ended December 31, 2000         .12       .11
4th quarter ended March 31, 2001            .05       .05
</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,  2001,the closing price of the Company's common stock on the OTC
     Pink  Sheets  was  $.05 bid and $.05 asked. As of March 31, 2001 and to the
     best  of  the  Company's knowledge, there were approximately 800 holders of
     its  common  stock,  however  the  Company believes that there are over 275
     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 selected consolidated
financial  data  for the two fiscal years ended March 31, 2001 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,
                                    2000         2001
                                ------------  ----------
<S>                             <C>           <C>
Revenues                        $    29,714   $  18,454
Income/Loss From
Operations                       (   10,658)     46,060
Net Income/Loss From
Operations                       (   10,658)     46,060
Income/Loss Per Share From
Operations                              nil         nil

                                   Year Ended March 31,
                                    2000         2001
                                ------------  ----------
Total Assets                    $     1,925   $       0
Total Liabilities                 1,775,514     842,108
Working Capital                  (1,773,589)   (842,108)
Long Term Debt/ Leases                    0           0
Stockholders' Equity (deficit)   (1,773,589)   (842,108)
</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, 2001, the Company had working capital of ($842,108) compared
to  working  capital of ($1,773,189) at March 31, 2000.  The increase in working
capital  is  primarily  due to the Company's debt conversion to common stock for
the  twelve  months ending March 31, 2001. The Company's current liabilities are
higher than its assets due primarily to loans evidenced by promissory notes 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  and/or  convert  the  liabilities  to  common  stock.

     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 once the mentioned
acquisition  is  completed. This and other factors raise substantial doubt as to
the  Company's  ability  to continue as a going concern. Management believes the
Company  needs  approximately  $500,000  in  equity  or  debt  financing  or  a
combination  thereof  in  order  to  sustain  operations  for  the twelve months
following the year ended March 31, 2001. Management is continuing its efforts to
raise  equity  financing in order to meet its long-term and short-term liquidity
needs.  Management  is  actively  negotiating  with  the  holders of the current
liabilities  to  convert said liability to common stock to improve the company's
balance  sheet.  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,  2001  there  were no known demands,
commitments  or  uncertainties  affecting  cash  flows.

RESULTS  OF  OPERATIONS
-----------------------
REVENUE
-------
     Revenue derived from the sale of products from the Company's operations was
$18,454  for  the  fiscal  year  ended  March 31, 2001 as compared to $29,714 in
operating  revenue for the fiscal year 2000. The Company's revenue decrease over
fiscal  year  2000 is primarily attributable to the decline in patient financing
with  few  employees  to  support  the  financing  activities.

OTHER  OPERATING  EXPENSES
--------------------------

     There  were  no  Sales and Marketing expenses for operations for year ended
March 31, 2001 or for fiscal year 2000.

     There  were  no General and Administrative expenses for operations for year
ended March 31, 2001 or for fiscal year 2000.

     There  was no Interest expense for operations for year ended March 31, 2001
or for fiscal year 2000.

NET  LOSS
---------
     The Company had a Net Income of $46,060 for the fiscal year ended March 31,
2001  as compared to a net loss of $10,658 for fiscal year 2000. The increase in
the  Company's  net  income  for fiscal year 2001 was due to debt forgiveness in
fiscal  year  2001.

     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 previous fiscal years.

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

     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


                                        5
<PAGE>
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.

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


                                        6
<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    43     President, CEO, Director
P. James Voloshin   59     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. From October 1990
through  June  1992.

     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, 2001. The following
tables  set  forth  the  compensation  received by the Company's Chief Executive
Officer  for  services rendered during the last two fiscal years ended March 31,
2001.

<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, 2000  none    None   None
Tim C. DeHerrera   President     March 31, 2001  none    None   None

                    Capacity in                  Annual Compensation
                    -----------                  --------------------
Individual         which served  Fiscal Year     Salary  Bonus  Other
-----------------  ------------  --------------  ------  -----  -----
P. James Voloshin  Secretary     March 31, 2000  none    None   None
P. James Voloshin  Secretary     March 31, 2001  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.

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
             --------------------------------------------------------------

     The following table sets forth information as of October 30, 2001 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.


                                        7
<PAGE>
<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)                  2,596,733                13.3%
(Officer/director)

P. James Voloshin  (2)                 3,489,972                17.9%
(Director)

All Officers and Directors             6,086,705                31.2%
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,  121East  Pikes  Peak.  Suite 355, Colorado Springs, Colorado,
     80903.
</TABLE>


                                        8
<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,  2001  and  March  31,  2000.

                                                                            Page

     Report of independent accountants . . . . . . . . . . . . . . . . . .   F-1
     Balance Sheet at March 31, 2001 . . . . . . . . . . . . . . . . . . .   F-2
     Statement of operations for the years
          ended March 31, 2001
          and March 31, 2000 . . . . . . . . . . . . . . . . . . . . . . .   F-3
     Statement of stockholders' deficiency for
          the years ended March 31, 2001
          and March 31, 2000 . . . . . . . . . . . . . . . . . . . . . . .   F-4
     Statement of cash flows for the years
          ended March 31, 2001
          and March 31, 2000 . . . . . . . . . . . . . . . . . . . . . . .   F-5
     Notes to financial statements . . . . . . . . . . . . . . . . . . . .   F-6


<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,  2001  and  the  related  statement  of  operations,  statement  of
stockholders'  equity, and the statement of cash flows for the years ended March
31,  2001  and  2000.  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, 2001
and the results of its operations and its cash flows for the period for the year
ended March 31, 2001 and 2000 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, 2001
                                                        --------------
<S>                                                     <C>              <C>
Current Assets
--------------
    Cash                                                            -
      Accounts Receivable
      Other Current Assets
                                                        --------------

        Total Current Assets                                                         -

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

                              L I A B I L I T I E S
                              ---------------------

Current Liabilities
-------------------
    Accounts Payable                                          178,135
    Accrued Expenses                                          113,885
    Accrued Payroll Taxes                                      94,500
    Accrued Legal Fees/Settlement                             118,670
    Note Payable - Related Party                              336,918
                                                        --------------
    Total Current Liabilities                                 842,108
    Total Liabilities                                                          842,108

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 outstanding

Common Stock                                                   19,499

      100,000,000 authorized shares, par value $.001
      19,499,228  shares issued and outstanding

Additional Paid-in-Capital                                 10,414,310
Retained Earnings                                         (11,275,918)
                                                        --------------

      Total Stockholders' Equity (Deficit)                                    (842,109)

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

     The accompanying notes are integral part of the Consolidated Financial
                                  Statements.


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

                                              --------------------------
                                                  FOR THE YEARS ENDED
                                                       MARCH 31
                                              --------------------------
                                                  2001          2000
                                              ------------  ------------
<S>                                           <C>           <C>
REVENUES:
---------
Revenues                                           18,454        29,714
                                              ------------  ------------
        Total Revenues                        $    18,454   $    29,714

EXPENSES:
---------
Stock for Services                                      -             0
Salaries                                                -        12,925
Professional Fees                                   2,000             0
Contract Services                                  19,127         8,000
Lease Expense                                           -         2,500
Depreciation Expense                                    -             0
Utilities                                               -         2,718
Other Expenses                                      1,751        14,229
                                              ------------  ------------

        Total Expenses                             22,878        40,372

Loss from Operations                          $    (4,424)  $   (10,658)

OTHER INCOME AND (EXPENSES)
---------------------------
Interest Expense
Settlement
Debt Forgiveness                                   50,484
                                              ------------  ------------

    Total Other Income and (Expenses)              50,484             -


                                              ------------  ------------
Net Income (Loss)                             $    46,060   $   (10,658)
                                              ============  ============


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

Weighted Average number of Common Shares       15,500,500    15,380,000
  used in per share calculations              ============  ============
</TABLE>

     The accompanying notes are integral part of the Consolidated Financial
                                  Statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                          MED PLUS CORP
                               STATEMENT OF  STOCKHOLDERS' EQUITY
                                      AS OF MARCH 31, 2001



                                         $0.001       Paid-In       Retained     Stockholders'
                             Shares     Par Value     Capital       Earnings        Equity
                          ------------  ---------  -----------  ---------------  ------------
<S>                       <C>           <C>        <C>          <C>              <C>
Balance, April 1, 1999     13,723,113   $ 13,723   $ 9,534,665  $  (11,311,320)  $(1,762,932)


Net Income  (Loss)                                                     (10,658)      (10,658)
                          ------------  ---------  -----------  ---------------  ------------

Balance, March 31, 2000    13,723,113     13,723     9,534,665     (11,321,978)   (1,773,590)

Stock Issued                5,776,115      5,776       879,645                       885,421

Net Income  (Loss)                                                      46,060        46,060
                          ------------  ---------  -----------  ---------------  ------------

Balance March 31, 2001     19,499,228   $ 19,499   $10,414,310  $  (11,275,918)  $  (842,109)
                          ============  =========  ===========  ===============  ============
</TABLE>

     The accompanying notes are integral part of the Consolidated Financial
                                  Statements.


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

                                                   ---------------------
                                                    FOR THE YEARS ENDED
                                                         MARCH 31
                                                   ---------------------
                                                      2001       2000
                                                   ----------  ---------
<S>                                                <C>         <C>
Cash Flows from Operating Activities:
-------------------------------------
    Net Income (Loss)                              $  46,060   $(10,658)
    Changes in operating assets and liabilities:
        Depreciation                                       -          -
        Accounts Receivable                                -          -
        Stock Issued for Services                          -          -
        Loss from Discontinued Operations                  -          -
        Other Current Assets                               -          -
        Accounts Payable                            (211,296)         -
        Other Liabilities                           (367,072)         -
                                                   ----------  ---------
        Total Adjustments                           (578,368)         -
                                                   ----------  ---------

Net Cash Used in Operating Activities              $(532,308)  $(10,658)

Cash Flows from Investing Activities:
-------------------------------------

    Fixed Assets                                           -          -
                                                   ----------  ---------

Net Cash Used in Investing Activities              $       -   $      -
                                                   ----------  ---------

Cash Flows from Financing Activities:
-------------------------------------

    Note Payable - Related Party                    (355,038)    12,049
    Note Payable                                           -          -
    Stock Issued for Debt Reduction                  885,421          -
                                                   ----------  ---------
Net Cash Provided for Financing Activities         $ 530,383   $ 12,049
                                                   ----------  ---------

Net Increase (Decrease) in Cash                    $  (1,925)  $  1,391

Cash Balance,  Begin Period                            1,925        534
                                                   ----------  ---------

Cash Balance,  End Period                          $       -   $  1,925
                                                   ==========  =========

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

     The accompanying notes are integral part of the 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,  2001  and  no  preferred  shares  issued  as  of  March  31,  2001.

     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


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


selected  information  about  operating segments in interim 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, 2001:

     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.                                                 531,537

     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                                                              $842,108


                                      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, 2001 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>
                                   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


                                        9
<PAGE>