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, 1998                                    0-16286

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

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


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


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

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

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

Indicate  by  check  mark  whether  the  registrant;  (1)  has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes  X   No    .
                                                     ---     ---

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is not contained herein, and will not be contained , to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  Yes  X  No    .
                 ---    ---


The  aggregate market value of voting common stock held by non affiliates of the
registrant  was  approximately $2,918,992 based on the last reported average bid
and asked price of the common stock on the OTC Bulletin Board on March 31, 1998.

The  number  of  shares outstanding of the issuer's common stock as of March 31,
1998:  13,723,113.



<PAGE>
                               MEDPLUS CORPORATION

                                     PART I
ITEM 1.     BUSINESS
            --------

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

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

      The Company has been providing patient financing to the health, dental and
death  care  communities  for  the  past five years. Its primary objective is to
capitalize  on  the current and future opportunities in the health care industry
by  addressing  the  problems  brought  about  by  a  unique combination of poor
consumer  economics  and  a  growing  crisis  in  health  care  costs  due  to
inefficiencies.

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

     PRODUCT  DEVELOPMENT:  The  Company  also has under development a "Hospital
Recourse"  program  which would be an addition to its current product line.  The
MedPlus  Recourse  Hospital Program will be marketed only to hospitals and large
clinics.  In  this  program,.  MedPlus would enter into an agreement whereby the
patient's  loan  is  guaranteed  by the hospital.  Therefore, we and our funding
source  are  not assuming the credit risk for the accounts, the hospital is.  We
will, in this program, then take 100% of the patient accounts the hospital sends
us.  We  wil  advance  the  money  to  the  hospital and bill and collect on the
accounts.  We  will  remit  the  money to the hospital for reimbursement.  As to
marketing,  we  are  having discussions with several groups of hospitals and are
finding  a  lot  of  interest.

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

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


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

     VISA AND MASTERCARD:  Visa and MasterCard together process over $10 billion
in  non-recourse  health  care  related  transactions  each year. This number is
relatively  small  when  compared to the astronomical amount of overall consumer
credit  processed  by  Visa and MasterCard yearly. Visa and MasterCard serve two
important  functions for consumers. The first is as a source of loaned funds and
the  second  is as a convenient, and often necessary, payment device for hotels,
car  rentals  and other consumer purchases. There are, however, many reasons why
consumers  do  not  use  their  Visa or MasterCard to make expensive health care
purchases.  Once  an  individual  has used the credit line available to him, the
card  ceases  to  function  as  a  payment  device,  often with embarrassing and
frustrating  consequences.  In  general,  consumers  will  work hard to maintain
available  credit  on  their  Visa  or  MasterCards. Many consumers have already
reached the limit on their credit cards, but this does not necessarily mean they
do  not  qualify for additional credit. In theory, these consumers could request
an  increased  line  from their bank, and some do, but others do not know how to
request  an  increase,  or are afraid of being rejected. Some consumers, that do
not  qualify  for  an  increased  credit  line from their bank, do qualify for a
pass-through  loan  program.  Many  health care consumers simply take the credit
product offered at the health care provider's office without even thinking about
alternatives.  Few,  if  any,  banks issuing Visa and MasterCards have real time
approval  capability as does the Company. Fast decisions on a credit application
are important because providers like to schedule appointments before the patient
has  left  the office. Finally, a significant percentage of the adult population
does  not  have  a  traditional  credit  card.

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

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

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


<PAGE>
MEDICAL  CLINIC:  In  late  July,  1996,  the  Company  opened  its occupational
----------------
medicine  clinic, Patient Plus.  Patient Plus Occupational Health Centers, Inc.,
is  a  wholly-owned subsidiary of the Company.  Patient Plus Occupational Health
Centers  is  a  management  company  exclusively providing primary and secondary
occupational  health  care  services  to  the employer and workers' compensation
insurance  markets.  The  company's  services  and  programs  are  designed
specifically  to  reduce  wage  replacement, medical disability, legal and other
costs  that  are  often  associated with work related injuries through effective
treatment,  patient  management,  and  prevention.

     Occupational  Health Care consists of two primary components:  (I) workers'
compensation  injury  care and related services; and (ii) non-injury health care
services  related  to  employer  needs  or  statutory  requirements.

     Patient Plus' marketing efforts are targeted primarily at employers ranging
from  large  corporations  to  businesses with only a few employees.  Due to the
nature  of  the  business,  Patient Plus' marketing efforts are directed towards
employers  with  a  significant  number  of  employees.  Business  derived  from
employers  with  50  or  less employees is generally due to a center's location,
name  recognition,  quality  of  service  and  convenience.

     The  Company  receives  its revenue from patient visits for injury care and
related  services, as well as non-injury follow up care.  All revenue is tied to
a  workman's  compensation  fee schedule.  The Company announced its decision to
divest  itself  of the occupation medicine clinic to focus on its core business.
While  there  currently is not a suitable buyer, the Company intends to sell the
clinic  by  March  31,  1999.

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

EMPLOYEES:  At  March  31,  1998, the Company had 8 full-time employees. None of
----------
the  Company's  employees  are  represented by a labor organization. The Company
considers  its  relations  with  its  employees  to  be  satisfactory.

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

     The  Company's  facilities  are  comprised  of  a  2,750  square  foot
administrative  office  in  Colorado  Springs, Colorado; and a 1,500 square foot
office  facility in Irvine, California. The Company leases its office facilities
in  Colorado Spring and Irvine under month to month lease agreements. The office
space  is  fully utilized and management believes it to be suitable and adequate
for  its  reasonably  foreseeable  needs.  The  Company's  clinic,  Patient Plus
Occupational  Health  Center,  lease  comprises  a  4,000  square foot facility.

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, 1998 to a vote of security holders through the solicitation of
proxies  or  otherwise.

                                     PART II

ITEM  5.     MARKET  FOR  COMPANY'S  COMMON  EQUITY  AND
             -------------------------------------------
             RELATED  STOCKHOLDER  MATTERS
             -----------------------------
     The  Company  Stock  is  traded  on the OTC Bulletin Board under the symbol
MDPL.  The  high  and  low bid prices set forth through March 31, 1998 by fiscal
quarter  on  the following table are on a pre-split basis with no adjustment for
post-split:


<PAGE>
<TABLE>
<CAPTION>
Bid                                   High Bid   Low Bid
------------------------------------  ---------  --------
<S>                                   <C>        <C>
1st quarter ended June 30, 1996            .875       .50
2nd quarter ended September 30, 1996       .453      .218
3rd quarter ended December 31, 1996         .24      .125
4th quarter ended March 31, 1997           .145       .11

1st quarter ended June 30, 1997       $     .87  $    .71
2nd quarter ended September 30, 1997       1.06        87
3rd quarter ended December 31, 1997         .20       .18
4th quarter ended March 31, 1998            .24       .22
</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, 1998 the
closing  price  of the Company's common stock on the OTC Bulletin Board was $.22
bid  and  $.24  asked.  As  of  March  31, 1998 and to the best of the Company's
knowledge,  there  were  approximately 1100 holders of its common stock, however
the Company believes that there are over 375 holders of its common stock held in
"street  name"  by  brokers  and  clearing  houses.

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

     The following table sets forth, for the periods and at the dates indicated,
selected consolidated financial data for the Company. The data includes results
of operations of acquired companies subsequent to the effective date of each
acquisition. The selected consolidated financial data for the two fiscal years
ended March 31, 1998 have been derived from the audited consolidated financial
statements of the Company. This information should be read in conjunction with
the consolidated financial statements of the Company and the notes thereto. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
                                          Year Ended March 31,
                                      1998                     1997
                                      ----                     ----
<S>                               <C>                       <C>

Revenues                          $   265,000               $    58,117
Loss From Operations               (2,419,109)               (1,341,747)
Loss Per Share From
Operations                              (0.15)                    (0.41)
                                          Year Ended March 31,
                                      1998                     1997
                                      ----                     ----

Total Assets                      $   116,281               $   178,374
Total Liabilities                   1,697,899                 1,407,668
Working Capital                    (1,625,240)               (1,351,027)
Long Term Debt /and Capitalized
 Leases                                     0                         0
Stockholders' Equity/(Deficit)     (1,581,618)               (1,229,294)
</TABLE>

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, 1998, the Company had working capital of ($1,625,240) compared
to  working  capital  of ($1,351,027) at March 31, 1997.  The decline in working
capital  is primarily due to the Company's net loss for the twelve months ending
March 31, 1998. 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.


<PAGE>
     The  Company's liquidity position is severely strained. Liquidity needs are
currently  being  met  from the proceeds of various debt financing sold. Because
the  Company  has not achieved positive cash flow from its operating activities,
the  Company's  ability  to  continue operations is dependent upon the Company's
ability to raise additional equity and/or debt financing. This and other factors
raise  substantial  doubt  as  to  the  Company's ability to continue as a going
concern.  Management  is  continuing  its  efforts  to raise equity financing in
order  to  meet  its  long-term  and  short-term liquidity needs. The Company is
actively engaged in activities with intent to raise equity financing in order to
meet  its long-term liquidity needs.  There can be no assurance that the Company
will be able to consummate any transaction and/or raise the additional financing
necessary  for  continuing operations.  The Company has entered into a financing
agreement  with Sands Brothers & Co., Inc., to provide debt and equity financing
whichwould  be  more  than  sufficient  to  operate  the Company and fulfill its
business  plans.  As  of March 31, 1998 there were no known demands, commitments
or  uncertainties  affecting  cash  flows  other  than  normal  accounts payable
demands,  debt,  and  past  due  interest  payments.

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

REVENUE:  Revenue  derived  from  the  sale  of  products  from  the  Company's
-------
operations  was $265,070 for the fiscal year ended March 31, 1998 as compared to
$58,117  in  operating  revenue  for the fiscal year 1997. The Company's revenue
increase over fiscal year 1997 is primarily attributable to revenue derived from
the  medical  clinic.

OTHER OPERATING EXPENSES:  Sales and Marketing expenses for operations increased
-------------------------
by  29%  to  $322,445  for  the  fiscal year ended March 31, 1998 as compared to
$249,926  expense for fiscal year 1997.  The 29% increase in sales and marketing
expenses  during fiscal year 1998 is attributable to increased marketing efforts
and  increased  marketing personnel due to the Company's relationship with a new
funding  source  for  its  product.

     General  and  Administrative  expense  for  operations  increased by 19% to
$686,496  during  the  fiscal  year ended March 31, 1998 as compared to $578,537
during  fiscal year 1997. The 19% increase in General and Administrative expense
in  fiscal year 1998 is attributable primarily to increased overhead for support
of  the  new  product.

     Interest  expense  dcreased  by 46% to $76,214 during the fiscal year ended
March  31,  1998  as  compared  to  $138,873  during  fiscal year 1997.  The 46%
decrease in interest expenses in fiscal year 1998 is primarily due to not paying
interest  on  past  due  notes.

NET  LOSS:   The  Company had a net loss of $2,419,109 for the fiscal year ended
----------
March 31, 1998 as compared to a net loss of $1,341,747 for fiscal year 1997. The
increase  in  the  Company's  net loss for fiscal year 1998 was due to increased
Sales  and  Marketing  activity  and  opening  and operating the medical clinic.
     The  Company  has  not been required to pay income taxes for the past three
fiscal  years  due  to  its  net  loss position in each of the respective fiscal
years.
     Management  believes that inflation has not had a significant impact on the
prices  of  the  Company's  products, the cost of its materials or its operating
results.

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

     On  May  9,  1997,  the  Company  effectuated a one for three reverse stock
split,  whereby  shareholders received one share of common stock for every three
shares of common stock held of record.  Fractional shares were rounded upward to
the  next  full  share.

     On  July  28,  1997, the Company announced its decision to divest itself of
the  occupation  medicine  clinic  to  focus  on its core business.  While there
currently  is  not  a  suitable buyer, the Company intends to sell the clinic by
March  31,  1999,  and  should  not  incur  a  loss.


<PAGE>
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              40               President, CEO, Director
P. James Voloshin             56               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.

     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, 1998. The following
tables  set  forth  the  compensation  received  by  the Company's President for
services  rendered  during  the  last  two  fiscal  years  ended March 31, 1998.

<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, 1997  $84,000  None                 None
Tim C. DeHerrera   President     March 31, 1998  none     None                 None

                   Capacity in                           Annual Compensation
                   -----------                   -----------------------------------
Individual         which served  Fiscal Year     Salary          Bonus         Other
-----------------  ------------  --------------  -------  -------------------  -----
P. James Voloshin  Secretary     March 31, 1997  none     None                 None
P. James Voloshin  Secretary     March 31, 1998  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.


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

     The  following  table sets forth information as of March 31, 1998 regarding
the  Company's  Common  Stock owned of record or beneficially by (i) each person
known  to  the  Company who owns beneficially 5% or more of the Company's Common
Stock;  (ii)  each  of  the  Company's  directors;  and  (iii)  all officers and
directors  as  a  group.

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

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

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

----------------
<FN>

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

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


<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, 1998 and March 31, 1997.


                                                     Page

          Report of independent accountants . . . .  F-1

          Balance Sheet at March 31, 1998 . . . . .  F-2

          Statement of operations for the years
               ended March 31, 1998
               and March 31, 1997 . . . . . . . . .  F-3

          Statement of stockholders' deficiency for
               the years ended March 31, 1998
               and March 31, 1997 . . . . . . . . .  F-4


          Statement of cash flows for the years
               ended March 31, 1998
               and March 31, 1997 . . . . . . . . .  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
Med  Plus  Corp

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

I have audited the accompanying balance sheet of Med Plus Corp ("Company") as of
March  31,  1998  and  the  related  statement  of  operations,  statement  of
stockholders'  equity, and the statement of cash flows for the years ended March
31,  1998.  These  financial  statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these statements based
on  my  audit.  Other  auditors  who expressed an unqualified report audited the
statement  of operation and statement of cash flows for the year ended March 31,
1997.

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, 1998
and the results of its operations and its cash flows for the period for the year
ended March 31, 1998 in conformity with accounting principles generally accepted
in  the  United  States.

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




                                Clyde Bailey P.C.

San Antonio, Texas
October 30, 2001


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                                  MED PLUS CORP
                                 BALANCE SHEETS
                              AS OF MARCH 31, 1998


                                     ASSETS
                                     ------
                                                        MARCH 31, 1998
                                                        ---------------
<S>                                                     <C>              <C>
Current Assets
--------------
  Cash                                                          40,913
    Accounts Receivable                                         27,575
    Other Current Assets                                         4,171
                                                        ---------------
       Total Current Assets                                                  72,659
Fixed Assets
------------
    Equipment                                                   41,729
    Furniture & Fixtures                                        26,365
    Leasehold Improvements                                      92,785
                                                        ---------------
                                                               160,879
    Less: Accumulated Depreciation                                         (117,257)
                                                                         -----------
    Total Fixed Assets                                                       43,622
                                                                         -----------
    Total Assets                                                            116,281
                                                                         ===========

                              L I A B I L I T I E S
                              ---------------------
Current Liabilities
-------------------
    Accounts Payable                                           389,431
    Accrued Expenses                                           430,473
    Accrued Payroll Taxes                                      144,984
    Accrued Legal Fees/Settlement                              118,670
    Note Payable - Related Party                               614,341
                                                        ---------------
    Total Current Liabilities                                             1,697,899

    Total Liabilities                                                     1,697,899

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

Additional Paid-in-Capital                                   9,534,665
Retained Earnings                                          (11,130,006)
                                                        ---------------

       Total Stockholders' Equity (Deficit)                              (1,581,618)

       Total Liabilities and Stockholders' Equity                           116,281
                                                                         ===========
</TABLE>

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


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


                                              FOR THE YEARS ENDED MARCH 31
                                                  1998           1997
                                              -------------  -------------
<S>                                           <C>            <C>
REVENUES:
---------
Revenues                                           265,070         58,117
                                              -------------  -------------
         Total Revenues                            265,070         58,117

EXPENSES:
---------
Stock for Services                               1,310,977         33,564
Salaries                                           502,500              -
Professional Fees                                  183,996              -
Contract Services                                   95,512              -
Lease Expense                                       82,321              -
Depreciation Expense                                83,214              -
Utilities
Other Expenses                                     322,445        794,899
                                              -------------  -------------
         Total Expenses                          2,580,965        828,463

Loss from Operations                            (2,315,895)      (770,346)

OTHER INCOME AND (EXPENSES)
---------------------------
Interest Expense                                   (76,214)      (138,873)
Settlement                                         (50,000)             -
Debt Forgiveness                                    23,000              -
                                              -------------  -------------
         Total Other Income and (Expenses)        (103,214)      (138,873)

Loss from Continuing Operations                 (2,419,109)      (909,219)

Loss from discontinued operations:                               (432,528)


                                              -------------  -------------
               Net Income (Loss)              $ (2,419,109)    (1,341,747)
                                              =============  =============

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

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

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


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                                 MED PLUS CORP
                                      STATEMENT OF  STOCKHOLDERS' EQUITY
                                             AS OF MARCH 31, 1998


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

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

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

Net Income  (Loss)                                                         (1,341,747)      (1,341,747)
                                     ----------  ----------  ----------  -------------  ---------------

Balance, March 31, 1998              13,723,113      13,723   9,534,665   (10,052,645)        (504,257)
                                     ==========  ==========  ==========  =============  ===============
</TABLE>

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


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


                                                 --------------------------
                                                     FOR THE YEARS ENDED
                                                     1998          1997
                                                 ------------  ------------
<S>                                              <C>           <C>
Cash Flows from Operating Activities:
-------------------------------------

  Net Income (Loss)                              $(2,419,109)  $(1,341,747)
  Changes in operating assets and liabilities:
      Depreciation                                    83,214        23,722
      Accounts Receivable                             (2,705)         (731)
      Stock Issued for Services                      645,563       108,564
      Write off of Goodwill                                -        70,000
      Other Current Assets                            25,680        (5,461)
      Accounts Payable                                71,285       634,499
      Other Liabilities                               58,375             -
                                                 ------------  ------------
      Total Adjustments                              881,412       830,593
                                                 ------------  ------------
Net Cash Used in Operating Activities            $(1,537,697)  $  (511,154)

Cash Flows from Investing Activities:
-------------------------------------
  Fixed Assets                                        (5,101)     (135,528)
                                                 ------------  ------------
Net Cash Used in Investing Activities            $    (5,101)  $  (135,528)
                                                 ------------  ------------
Cash Flows from Financing Activities:
-------------------------------------
  Note Payable - Related Party                       255,616             -
  Note Payable                                      (113,399)       (9,111)
  Proceeds from issuance of common stock                   -       317,318
  Stock Issued for Debt Reduction                  1,439,573       332,617
                                                 ------------  ------------
Net Cash Provided for Financing Activities       $ 1,581,790   $   640,824
                                                 ------------  ------------
Net Increase (Decrease) in Cash                  $    38,992   $    (5,858)

Cash Balance,  Begin Period                            1,920         7,778
                                                 ------------  ------------
Cash Balance,  End Period                        $    40,913   $     1,920
                                                 ============  ============
Supplemental Disclosures:
  Cash Paid for interest                                   -             -
  Cash Paid for income taxes                               -             -
</TABLE>


                                      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 13,723,113 common shares issued and outstanding as of
March  31,  1998  and  no  preferred  shares  issued  as  of  March  31,  1998.

     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
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,  1998:

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

     Unsecured note payable to a shareholder and former
          officer of the Company, non-interest bearing, due
          in equal monthly installments of $2,000 from May
          1996 through April 1997 with a final installment
          of $123,288 payable in May 1997. This note is
          recorded net of unamortized discount of $5,074 at
          March 31, 1997 to reflect an effective interest
          rate of 18%. Payments on this note are in default.             176,456

     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                                                              $614,341


                                      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,  1998  is  $389,431.


5.  INCOME  TAXES

Deferred  income  taxes  arise  from  temporary  differences  resulting from the
Company's subsidiary utilizing the cash basis of accounting for tax purposes and
the  accrual  basis  for  financial  reporting  purposes.  Deferred  taxes  are
classified  as  current  or  non-current, depending on the classification of the
assets and liabilities to which they relate.  Deferred taxes arising from timing
differences  that  are  not  related  to an asset or liability are classified as
current  or non-current depending on the periods in which the timing differences
are  expected to reverse. The Company's previous principal temporary differences
relate  to  revenue  and  expenses accrued for financial purposes, which are not
taxable  for  financial  reporting  purposes.  The  Company's material temporary
differences  consist  of  bad  debt expense recorded in the financial statements
that  is  not  deductible  for  tax purposes and differences in the depreciation
expense  calculated  for  financial  statement  purposes  and  tax  purposes

As  of  March  31,  2001,  the  Company  has net operating loss carryforwards of
approximately $8,632,000 which expire beginning in fiscal year 2000. As of March
31,  2001,  the  Company  has  recorded a valuation allowance to reduce existing
deferred  tax  assets  since  the  assets  are  not  likely  to  be  realized.

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

7.  LITIGATION

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

8.  GOING  CONCERN

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


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


9.  SUBSEQUENT  EVENT

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

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

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

   COMMON  STOCK

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

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

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

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


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

     Exhibit
     Number                    Description

     3.3               By-Laws of the Registrant  *

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

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

     16.1              Stock Option Plan of the Registrant ****

     21.1              Subsidiaries of the Registrant

     27.0              Financial Data Schedule

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

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

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

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



<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


<PAGE>