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, 2002                                          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 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 $410,486 based on the last reported average bid and
asked price of the common stock on the OTC Pink Sheets on October 15, 2002.


The  number of shares outstanding of the issuer's common stock as of October 15,
2002:  32,838,958.

                               MEDPLUS CORPORATION


<PAGE>
                                     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. In late 1992, the Company 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.

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  AFA  addresses.

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 part-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.


<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, 2002 by fiscal quarter
on  the  following  table:

<TABLE>
<CAPTION>
Bid                                             High Bid   Low Bid
---                                             ---------  -------
<S>                                             <C>        <C>
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

1st quarter ended June 30, 2001                 $     .04  $    .03
2nd quarter ended September 30, 2001                  .04       .02
3rd quarter ended December 31, 2001                   .01       .01
4th quarter ended March 31, 2002                      .04       .02
</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, 2002,the closing price of the Company's common stock on the
          OTC  Pink Sheets was $.04 bid and $.02 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, 2002 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,
                                           2001        2002
                                        ----------  ----------
<S>                                     <C>         <C>
Revenues                                $  18,454   $     -0-
Income/Loss From
Operations                                 46,060     165,100
Net Income/Loss From
Operations                                 46,060     165,100
Income/Loss Per Share From
Operations                                    nil         nil

                                         Year Ended March 31,
                                           2001        2002
                                        ----------  ----------

Total Assets                            $     -0-   $       0
Total Liabilities                         842,108     446,831
Working Capital                           842,108    (446,831)
Long Term Debt/ Leases                          0           0
Stockholders' Equity (deficit)           (842,108)   (446,831)
</TABLE>


<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, 2002, the Company had working capital of ($446,831) compared
to  working  capital  of  ($842,108) at March 31, 2001.  The increase in working
capital  is  primarily  due to the Company's debt conversion to common stock for
the  twelve  months ending March 31, 2002. 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. 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  $250,000  in equity or debt financing or a combination thereof in
order to sustain operations for the twelve months following the year ended March
31,  2002.  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.
RESULTS  OF  OPERATIONS
-----------------------
REVENUE
-------
     There  was  no Revenue derived from the Company's operations for the fiscal
year  ended  March  31, 2002 as compared to $18,454 in operating revenue for the
fiscal  year  2001.  The  Company's  revenue  decrease  over fiscal year 2001 is
primarily  attributable to the decline of patient financing with no 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 $165,100 for the fiscal year ended March
31,  2002  as  compared  to  a  net  income of $46,060 for fiscal year 2001. The
increase  in  the  Company's  net  income  for  fiscal year 2001 was due to debt
forgiveness in fiscal year 2002. 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
------------------
     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


<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.

      Name              Age               Position
-----------------       ---       ------------------------
Tim C. DeHerrera         44       President, CEO, Director
P. James Voloshin        60       Director

     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, 2002. 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,
2002.

<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, 2001  none    None     None
Tim C. DeHerrera   President     March 31, 2002  none    None     None

                   Capacity in                      Annual Compensation
                   ------------                  -------------------------
Individual         which served   Fiscal Year    Salary   Bonus    Other
-----------------  ------------  --------------  ------  -------  --------
P. James Voloshin  Secretary     March 31, 2001  none    None     None
P. James Voloshin  Secretary     March 31, 2002  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 15, 2002 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.


<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                   7.9%
(Officer/director)

P. James Voloshin  (2)                 3,489,972                  10.6%
(Director)

All Officers and Directors             6,086,705                 18.54%
As a group two people
</TABLE>

(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.


<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, 2002 and March 31, 2001.


                                                                         Page

     Report of independent accountants . . . . . . . . . . . . . . . .    F-1
     Balance Sheet at March 31, 2002 . . . . . . . . . . . . . . . . .    F-2
     Statement of operations for the years
         ended March 31, 2002
         and March 31, 2001. . . . . . . . . . . . . . . . . . . . . .    F-3
     Statement of stockholders' deficiency for
     the years ended March 31, 2002
         and March 31, 2001. . . . . . . . . . . . . . . . . . . . . .    F-4
     Statement of cash flows for the years
     ended March 31, 2002
         and March 31, 2001. . . . . . . . . . . . . . . . . . . . . .    F-5
     Notes to financial statements . . . . . . . . . . . . . . . . . .    F-6


                                   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


<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
Med Plus Corp

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

I have audited the accompanying balance sheet of Med Plus Corp ("Company") as of
March  31,  2002  and  the  related  statement  of  operations,  statement  of
stockholders'  equity, and the statement of cash flows for the years ended March
31,  2002  and  2001.  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, 2002
and the results of its operations and its cash flows for the period for the year
ended March 31, 2002 and 2001 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 2, 2002


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

                                  MARCH 31, 2002


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


Current Assets
--------------
<S>                                                          <C>
    Cash                                                                 -
      Accounts Receivable
      Other Current Assets
                                                             --------------
          Total Current Assets                                           -

Fixed Assets
------------
    Equipment
    Furniture & Fixtures
    Leasehold Improvements
                                                             --------------
    Less: Accumulated Depreciation
                                                             --------------
    Total Fixed Assets                                                   -

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




                                L I A B I L I T I E S
                                ---------------------
Current Liabilities
-------------------
    Accrued Expenses                                               113,885
    Accrued Payroll Taxes                                           94,500
    Accrued Legal Fees/Settlement                                  118,670
    Shareholder Loans                                                3,035
    Note Payable - Related Party                                   116,741
                                                             --------------

    Total Current Liabilities                                      446,831

    Total Liabilities                                              446,831

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                                                        25,839
    100,000,000 authorized shares, par value $.001
    25,838,958  shares  issued  and  outstanding

Additional Paid-in-Capital                                      10,638,147
Retained Earnings                                              (11,110,817)
                                                             --------------
    Total Stockholders' Equity (Deficit)                          (446,831)

    Total Liabilities and Stockholders' Equity                           -
                                                             ==============
</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
                                                  2002          2001
                                              ============  ============
<S>                                           <C>           <C>
REVENUES:
---------

Revenues                                                -        18,454
                                              ------------  ------------

            Total Revenues                    $         -   $    18,454


EXPENSES:
---------

Professional Fees                                  11,107         2,000
Contract Services                                       -        19,127
Other Expenses                                      1,928         1,751
                                              ------------  ------------

             Total Expenses                        13,035        22,878

Loss from Operations                          $   (13,035)  $    (4,424)

OTHER INCOME AND (EXPENSES)
---------------------------
Settlement
Debt Forgiveness                                  178,135        50,484
                                              ------------  ------------

    Total Other Income and (Expenses)             178,135        50,484

                                              ------------  ------------
Net Income (Loss)                             $   165,100   $    46,060
                                              ============  ============


Basic and Diluted Earnings Per Common Share          0.01           Nil
                                              ------------  ------------

Weighted Average number of Common Shares       22,669,093    15,500,500
                                              ============  ============
  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, 2002



                                                   $0.001      Paid-In      Retained      Stockholders'
                                       Shares    Par Value     Capital      Earnings         Equity
                                     ----------  ----------  -----------  -------------  ---------------
<S>                                  <C>         <C>         <C>          <C>            <C>
Balance, March 31, 2000              13,723,113  $   13,723  $ 9,534,665  $(11,321,977)  $   (1,773,589)

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   (11,275,917)        (842,108)
                                     ----------  ----------  -----------  -------------  ---------------

Stock Issued                            100,000         100        2,400                          2,500

Stock Issued for Debt Reduction       6,239,730       6,240      221,437                        227,677

Net Income  (Loss)                                                             165,100          165,100
                                     ----------  ----------  -----------  -------------  ---------------

Balance, March 31, 2002              25,838,958      25,839   10,638,147   (11,110,817)        (446,831)
                                     ==========  ==========  ===========  =============  ===============
</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
                                                      2002        2001
                                                   ==========  ==========
<S>                                                <C>         <C>
Cash Flows from Operating Activities:
-------------------------------------

    Net Income (Loss)                              $ 165,100   $  46,060
    Changes in operating assets and liabilities:
        Accounts Payable                            (178,135)   (211,296)
        Other Liabilities                              7,500    (367,072)
                                                   ----------  ----------
        Total Adjustments                           (170,635)   (578,368)
                                                   ----------  ----------

Net Cash Used in Operating Activities              $  (5,535)  $(532,308)

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

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

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

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

    Shareholder Loans                                  3,035
    Note Payable - Related Party                           -    (355,038)
    Note Payable                                           -           -
    Stock Issued                                       2,500
    Stock Issued for Debt Reduction                        -     885,421
                                                   ----------  ----------

Net Cash Provided for Financing Activities         $   5,535   $ 530,383
                                                   ----------  ----------

Net Increase (Decrease) in Cash                    $       0   $  (1,925)

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

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

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 120,000,000 authorized shares with a par value of $.001 per share with
20,000,000  shares  designated  as  preferred  shares  and the balance as common
shares.  The  Company  has 25,838,958 common shares issued and outstanding as of
March  31,  2002  and  no  preferred  shares  issued  as  of  March  31,  2002.

     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  intercompany  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


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


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
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, 2002:

     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.                           116,741


     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.                                            3,035
                                                                        --------
     Total                                                              $119,776



3.   OPERATING  LEASE

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



                                        9
<PAGE>
                      MEDPLUS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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,  and  has  determined  to write off the outstanding
balance  in  accounts payable to debt forgiveness in the statement of operations
in  the  amount  of  $178,135.


5.   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.

During the year ending March 31, 2002, the Company issued common stock to settle
debts owed to related parties. The details are as follows:

On  May 21, 2001, the Company issued 1,239,730 restricted shares of common stock
to  settle  $120,177  in  related  party  debts.

On February 12, 2002, the Company issued 5,000,000 shares of unrestricted common
stock to settle $100,000 in related party debts.


6.   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,  2002,  the  Company has net operating loss carryforwards of
approximately  $8,632,000  which  expire  beginning in fiscal year 2020.  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.


                                       10
<PAGE>
                      MEDPLUS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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.

9.  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.

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
was due to be paid in January 2002. The accrued payroll taxes have been adjusted
in  these  financial  statements  to  reflect  this  settlement.

12.  SUBSEQUENT  EVENT

There  were no subsequent events that have occurred since the balance sheet date
that warrant disclosure in these financial statements.


                                       11
<PAGE>