<PAGE>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

        [X] Quarterly Report under Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                  For the fiscal quarter ended OCTOBER 31, 2002

                         Commission file number 0-26955

                               OCUMED GROUP, INC.

           (Name of small business issuer as specified in its charter)



<TABLE>
<CAPTION>
           DELAWARE                                        22-3652650
<S>                                                        <C>
           (State or other jurisdiction of                 IRS Employer
           incorporation or organization)                  Identification No.)
</TABLE>

                    119 HARRISON AVENUE, ROSELAND, NJ, 07068

                    (Address of principal executive offices)

                                 (973) 226-2330

                           (Issuer's telephone number)

                  Check whether the issuer: (1) filed all reports required to be
                  filed by Section 13 or 15(d) of the Exchange Act during the
                  past 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___


                      As of December 16, 2002, 24,841,572 shares of the
                               Common Stock were outstanding.
<PAGE>
                               Ocumed Group, Inc.
                                   FORM 10-QSB
                                October 31, 2002


                                     PART I
<TABLE>
<CAPTION>
                                                                                      Page
                                                                                     Number
                                                                                     ------
<S>                                                                                   <C>
Item 1         Financial Statements (Unaudited):

               Consolidated Balance Sheets at October 31, 2002
                    and April 30, 2002 ............................................    3

               Consolidated Statements of Operations for the
                    Three Months Ended October 31, 2002 ...........................    5

               Consolidated Statements of Operations for the
                    Six Months Ended October 31, 2002 .............................    6

               Consolidated Statements of Cash Flows From Continuing Operations
                    For the Six Months Ended October 31, 2002 .....................    7

               Consolidated Statement of Stockholders' Equity From August 1, 2001
                    Through October 31, 2002 ......................................    9

               Notes to Consolidated Financial Statements .........................   10

Item 2         Management's Discussion and Analysis or Plan of Operations .........   14

                                                    PART II

Item 1         Legal Proceedings ..................................................   16

Item 2         Changes in Securities ..............................................   16

Item 3         Defaults Upon Senior Securities ....................................   16

Item 4         Submission of Matters to a Vote of Security Holders ................   16

Item 5         Other Information ..................................................   16

Item 6         Exhibits and Reports on Form 8-K ...................................   16

               Signatures .........................................................   18
</TABLE>

                                       2
<PAGE>
                               Ocumed Group, Inc.
                      UNAUDITED CONSOLIDATED BALANCE SHEETS
                       October 31, 2002 and April 30, 2002

                                     ASSETS
<TABLE>
<CAPTION>
                                   October 31   April 30
                                  -----------   -----------
<S>                               <C>           <C>
CURRENT ASSETS:
      Cash in bank                $    32,147   $     5,101
      Accounts receivable           1,508,040     1,373,186
      Inventories                   1,943,015     1,794,321
      Other current assets            360,568       344,568
                                  -----------   -----------
           Total current assets     3,843,770     3,517,176
                                  -----------   -----------

PROPERTY, PLANT &
      EQUIPMENT - NET               6,852,870     7,366,470
                                  -----------   -----------

OTHER ASSETS:
      Other assets                    403,923       118,381
      Investments - long term            --            --
      Deferred tax asset              419,280       486,336
                                  -----------   -----------
           Total other assets         823,203       604,717
                                  -----------   -----------

TOTAL ASSETS                      $11,519,843   $11,488,363
                                  ===========   ===========
</TABLE>

                 See accompanying notes to financial statements.

                                        3
<PAGE>
                               Ocumed Group, Inc.
                      UNAUDITED CONSOLIDATED BALANCE SHEETS
                       October 31, 2002 and April 30, 2002

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                October 31       April 30
                                               ------------    ------------
<S>                                            <C>             <C>
CURRENT LIABILITIES
      Accounts payable                         $    315,104    $    398,739
      Accrued expenses                              259,008         224,857
      Current portion - long term debt              166,760         157,663
      Current portion - net liabilities of
           discontinued operations                  352,188         182,011
                                               ------------    ------------
           Total current liabilities              1,093,060         963,270

LONG-TERM LIABILITIES
      Long term Debt                              3,605,340       3,689,938
      Subordinated income debenture                    --              --
      Long term portion - net liabilities of
           discontinued operations                     --           164,227
                                               ------------    ------------
TOTAL LIABILITIES                                 4,698,400       4,817,435
                                               ------------    ------------

STOCKHOLDERS' EQUITY
      Common stock ($0.0001 par value
           900,000,000 shares authorized
           24,841,572 shares issued)                 39,845          39,845
      Paid in capital                             7,441,185       7,441,185
      Accumulated deficit                          (659,587)       (810,102)
                                               ------------    ------------
TOTAL STOCKHOLDERS' EQUITY                        6,821,443       6,670,928
                                               ------------    ------------

TOTAL LIABILITIES AND
      STOCKHOLDER'S EQUITY                     $ 11,519,843    $ 11,488,363
                                               ============    ============
</TABLE>

             See accompanying notes to financial statements.

                                        4
<PAGE>
                   Ocumed Group, Inc.
                              UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
             For the Three Months Ended October 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                     2002           2001
                                                ------------    ------------
<S>                                             <C>             <C>
Net sales                                       $  2,096,263    $  1,753,883
                                                ------------    ------------
Cost of goods sold:
      Material                                       316,866         265,113
      Labor                                          115,956          58,566
      Overhead                                       179,679         150,332
      Depreciation                                   256,800         256,800
                                                ------------    ------------
Cost of goods sold                                   869,301         730,811
                                                ------------    ------------
Gross Profit                                       1,226,962       1,023,072
                                                ------------    ------------
Operating Expenses:
      Selling and marketing                          503,103         422,619
      General and administrative                     327,859         206,832
      Research and development                       165,342         138,337
                                                ------------    ------------
Total operating expenses                             996,304         767,788
                                                ------------    ------------
Income from operations                               230,658         255,284
                                                ------------    ------------
Other income/(expense):
      Interest expense                              (107,402)       (111,527)
      Financing expense                               (2,526)         (2,526)
      Royalty income                                  11,165           9,862
                                                ------------    ------------
Total other income/(expense)                         (98,763)       (104,191)
                                                ------------    ------------
Income before provision for income taxes             131,895         151,093
Provision for income taxes                            39,569          45,328
                                                ------------    ------------
Net income from continuing operations                 92,327         105,765
Loss from discontinued operations                     (2,998)        (41,429)
                                                ------------    ------------
Net income/(loss)                               $     89,329    $     64,336
                                                ============    ============
Net income/(loss) per common share:
      Basic income from continuing operations   $   0.003717    $   0.170007
      Basic loss from discontinued operations      (0.000121)      (0.066593)
                                                ------------    ------------
      Basic income/(loss) per common share      $   0.003596    $   0.103414
                                                ------------    ------------
      Weighted average of common shares
         outstanding, basic                       24,841,572         622,121
                                                ============    ============
</TABLE>

                 See accompanying notes to financial statements.


                                       5
<PAGE>
                               Ocumed Group, Inc.
               UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS For
                      the Six Months Ended October 31, 2002

<TABLE>
<S>                                             <C>
Net sales                                       $  4,059,851
                                                ------------
Cost of goods sold:
      Material                                       613,677
      Labor                                          224,573
      Overhead                                       347,986
      Depreciation                                   513,600
                                                ------------
Cost of goods sold                                 1,699,836
                                                ------------
Gross Profit                                       2,360,015
                                                ------------
Operating Expenses:
      Selling and marketing                          986,305
      General and administrative                     634,968
      Research and development                       320,219
                                                ------------
Total operating expenses                           1,941,492
                                                ------------
Income from operations                               418,523
                                                ------------
Other income/(expense):
      Interest expense                              (215,863)
      Financing expense                               (5,052)
      Royalty income                                  25,913
                                                ------------
Total other income/(expense)                        (195,002)
                                                ------------
Income before provision for income taxes             223,521
Provision for income taxes                            67,056
                                                ------------
Net income from continuing operations                156,465
Loss from discontinued operations                     (5,950)
                                                ------------
Net income/(loss)                               $    150,515
                                                ============
Net income/(loss) per common share:
      Basic income from continuing operations   $   0.006299
      Basic loss from discontinued operations      (0.000240)
                                                ------------
      Basic income/(loss) per common share      $   0.006059
                                                ============
      Weighted average of common shares
         outstanding, basic                       24,841,572
                                                ============
</TABLE>

                 See accompanying notes to financial statements.

                                       6
<PAGE>
                               Ocumed Group, Inc.
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FROM CONTINUING OPERATIONS
                    For the Six Months Ended October 31, 2002


<TABLE>
<S>                                                                                <C>
Cash flows from operating activities:
     Net income from continuing operations                                         $ 156,465
     Adjustments to reconcile net income to net
         cash used in operating activities:
            Depreciation and amortization                                            518,652
            Decrease in deferred tax asset                                            67,056
            (Increase)/decrease in assets:
                Accounts receivable                                                 (134,854)
                Inventories                                                         (148,694)
                Other current assets                                                 (16,000)
            Increase/(decrease) in liabilities:
                Accounts payable                                                     (83,635)
                Accrued royalty expense                                               34,151
                Current portion - long term debt                                       9,097
                                                                                   ---------
     Net cash provided by operating activities                                       402,238
                                                                                   ---------
     Cash flows from investing activities:
         Purchase of property, plant & equipment                                         --
                                                                                   ---------
     Cash flows from financing activities:
         Proceeds from new debt                                                          --
         Other non-current assets                                                   (290,594)
         Debt repayment                                                              (84,598)
                                                                                   ---------
     Net cash provided by financing activities                                      (375,192)
Net cash provided by/(used in) continuing
     operations                                                                       27,046
Cash balance at merger date (August 1, 2001)                                           5,101
                                                                                   ---------
Cash balance at end of period                                                      $  32,147
                                                                                   =========
</TABLE>


                 See accompanying notes to financial statements.

                                       7
<PAGE>
                               Ocumed Group, Inc.
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FROM CONTINUING OPERATIONS
                    For the Six Months Ended October 31, 2002

<TABLE>
<S>                                                                      <C>
Supplemental disclosure of non cash investing and financing activities:
         Issuance of common stock in connection
            with the acquisition of Ocumed Group, Inc.                     $   --
Supplemental disclosure of cash flow information:
     Cash paid during the periods for:
         Interest                                                        $215,863
         Income taxes:                                                       --
</TABLE>

                 See accompanying notes to financial statements.

                                       8
<PAGE>
                               Ocumed Group, Inc.
                        STATEMENT OF STOCKHOLDERS' EQUITY
             For The Period August 1, 2001 Through October 31, 2002

<TABLE>
<CAPTION>

                                                             Common Stock            Additional      Retained
                                                       --------------------------     Paid in        Earnings
                                                        Shares            Amount      Capital        (Deficit)
                                                       ----------    ------------   ------------   ------------
<S>             <C>                                  <C>             <C>            <C>            <C>
Balance, August 1, 2001 (merger date)                 894,988,414    $     37,450   $  1,018,052   $   (965,595)
      Reverse stock split (one share for every one
         thousand held)                              (894,093,426)           --             --             --
      Shares issued for the conversion of debt         23,946,584           2,395      6,423,133           --
      Net income for the nine months ending
         April 30, 2002                                      --              --             --          155,493
                                                     ------------    ------------   ------------   ------------
Balance, April 30, 2002                                24,841,572    $     39,845   $  7,441,185   $   (810,102)
      Net income for the six months ending
         October 31, 2002                                    --              --             --          150,515
                                                     ------------    ------------   ------------   ------------
Balance, October 31, 2002                              24,841,572    $     39,845   $  7,441,185   $   (659,587)
                                                     ============    ============   ============   ============
</TABLE>

       See accompanying notes to financial statements

                                       9
<PAGE>
                               OCUMED GROUP, INC.
                 Notes To The Consolidated Financial Statements
                                OCTOBER 31, 2002

                  The accompanying unaudited financial statements have been
                  prepared in accordance with generally accepted accounting
                  principles for interim financial information and with
                  instructions to Form 10-QSB. Accordingly, they do not include
                  all of the information and footnotes required by generally
                  accepted accounting principles for complete financial
                  statements. In the opinion of management, all adjustments
                  considered necessary for the fair presentation have been
                  included. The results of operations for the three months ended
                  October 31, 2002, is not necessarily indicative of the results
                  to be expected for the full year ending April 30, 2003. For
                  further information, please refer to the consolidated
                  financial statements and footnotes thereto included in the
                  Company's Annual Report for the year ended April 30, 2002
                  filed on Form 10-KSB, which is incorporated herein by
                  reference.

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         A.       Organization: Ocumed Group, Inc. (the "Company"), formerly
                  Archer Systems Limited, Inc., was incorporated on March 19,
                  1986, under the laws of the State of Delaware. On August 6,
                  2002, the Company merged with Ocumed Group, Inc. ("Ocumed"), a
                  company incorporated in August 1998, under the State of New
                  Jersey. Ocumed became a wholly owned subsidiary of the
                  Company. In January 2002 the Company changed its name from
                  Archer Systems Limited, Inc. to Ocumed Group, Inc.

                  Pursuant to the merger agreement, the former business
                  activities of Archer Systems Limited, Inc. and its wholly
                  owned subsidiaries were discontinued.

                  The Company produces and sells a broad range of ophthalmic
                  products for both the prescription (Rx) and over-the-counter
                  (OTC) pharmaceutical markets. These products support lens care
                  and eye care as well as diagnostic, surgical and therapeutic
                  ophthalmic applications.

         B.       Consolidation: The consolidated financial statements include
                  all the accounts of Ocumed Group, Inc. and controlled
                  entities. The Company accounts for its investments in
                  consolidated subsidiaries by the equity method. All
                  inter-company transactions are eliminated.

         C.       Estimates: The preparation of financial statements in
                  conformity with generally accepted principles requires
                  management to make estimates and assumptions that affect the
                  reported amounts of assets and liabilities and disclosures of
                  contingent assets and liabilities at the date of the financial
                  statements and the reported amounts of revenues and expenses
                  during the period. Actual results could differ from those
                  estimates.

                                       10
<PAGE>
         D.       Method of Accounting: The financial statements have been
                  prepared in accordance with the accrual basis method of
                  accounting. Under this method of accounting, income and
                  expenses are identified with specific periods of time and are
                  recorded as earned or incurred without regard to date of
                  receipt or disbursements of cash.

         E.       Earnings Per Share: Computed by dividing net income or loss by
                  the weighted average number of shares outstanding during the
                  year. Effective January 14, 2002, the Company reverse split
                  its common stock on a one share for every thousand shares held
                  basis. The weighted average number of shares used in the
                  current financial statements reflects this reverse split.

         F.       Federal Income Taxes: The Financial Accounting Standards Board
                  issued Statement No. 109, "Accounting for Income Taxes" (SFAS
                  109), which provides for the recognition of deferred tax
                  assets, net of applicable valuation allowance, related to net
                  operating loss carry forwards and certain temporary
                  differences.

         G.       Research and Development Cost: Expenditures relating to the
                  development of new products and processes, including
                  significant improvements to existing products, are expensed as
                  incurred.

         H.       Depreciation: Equipment and improvements are recorded at cost
                  and depreciated utilizing the straight-line method over their
                  estimated useful lives.

NOTE 2 - MERGER:

                  On August 6, 2001, the Company merged with Ocumed. The
                  Officers and Directors of Ocumed became the new management of
                  the Company.

                  The Company has accounted for the acquisition as a reverse
                  acquisition of Ocumed. The Company was deemed the accounting
                  acquirer. Accordingly, stockholders' equity has been restated
                  to reflect the number of shares of common stock outstanding
                  after the merger and the retained deficit of the Company prior
                  to the merger. The former activities of the Company were
                  discontinued and are included in discontinued operations in
                  the statement of operations and net liabilities of
                  discontinued operations in the balance sheet.

NOTE 3 - INVENTORIES:

            At October 31, inventories are comprised as follows:

<TABLE>
<S>                                                                <C>
            Finished Goods                                         $  454,624

            Work-in-process                                           194,307

            Raw materials and supplies                              1,294,084
                                                                   ----------

                                                                   $1,943,015
                                                                   ==========
</TABLE>


                                       11
<PAGE>

NOTE 4 - PROPERTY AND EQUIPMENT:

            At October 31, property and equipment are comprised as follows:

<TABLE>
<CAPTION>
                                           Estimated
                                           Useful Life
                                           -----------
<S>                                        <C>                     <C>
Land                                                               $   300,000
Buildings                                   30 years                 2,200,000
Machinery and equipment                      7 years                 8,545,890
                                                                    ----------
                                                                    11,045,890
  Less: accumulated depreciation                                     4,193,020
                                                                    ----------
     Property and Equipment, Net                                   $ 6,852,870
                                                                    ==========
</TABLE>

            Expenditures for major repairs and renewals that extend the useful
            life of the asset are capitalized. Minor repair expenditures are
            charged to expense as incurred.

NOTE 5 - INCOME TAXES:

      A.    Operating Loss: The Company, as of October 31, 2002, has loss carry
            forwards totaling $2,585,989 that may be offset against future
            taxable income.

      B.    Components - Current and Deferred:

<TABLE>
<CAPTION>
                                                               October 31, 2002
                                                               ----------------
<S>                                                            <C>
      Current Taxes                                                 $      0
      Deferred                                                      $815,931
                                                                    --------
                                                                    $815,931
                                                                    ========
</TABLE>

            Based on management's present assessment, the Company has determined
            it to be more likely than not that a net deferred long term tax
            asset of $419,280 attributable to the future utilization of
            $2,585,989 of net operating loss carry forwards as of October 31,
            2002, will be realized.

            Accordingly, the Company has provided a $396,651 allowance against
            the net deferred tax asset in the financial statements as of October
            31, 2002. The Company will continue to review this valuation
            allowance and make adjustments as appropriate. Net operating loss
            carry forwards will expire as follows:

<TABLE>
<CAPTION>
     July 31                                               Loss Carry Forwards
     -------                                               -------------------
<S>                                                        <C>
      2013                                                    $   166,701
      2014                                                        623,680
      2015                                                        178,821
      2016                                                        613,402
      2017                                                         49,038
                                                             ------------
    Net operating loss carry forward                           $2,585,989
                                                             ============
</TABLE>


                                       12
<PAGE>
NOTE 6 - ROYALTY AGREEMENTS:

            The Company has two royalty income agreements with manufacturers
            using the Company's patented technology. The terms of these
            agreements are a royalty expense of six cents per package
            manufactured with a $50,000 royalty minimum due. Both agreements
            expire in 2007.

            The Company has a royalty agreement with an inventor for the use of
            a patented eye drop dispenser. The Company is required to make
            payments of 5% of sales of Ocurest products or $4,000 per month,
            which ever is greater.

NOTE 7 - DEBT:

            The Company has two loan agreements totaling $2,829,126, payable
            over twelve years and one loan agreement for $981,254, payable over
            twenty years. The terms of the loan are interest at Prime plus 1.75%
            per annum. Principal and interest payable monthly. In addition, the
            Company incurred expenses relating to obtaining the loan agreements.
            These expenses are being amortized over the loan terms.

            A schedule of future payments of long term debt by fiscal year is as
            follows:

<TABLE>
<S>                                                       <C>
                 2003                                     $    162,148
                 2004                                          180,546
                 2005                                          202,633
                 2006                                          226,572
                 2007                                          253,340
                 Thereafter                                  2,785,141
                                                          ------------

                 Total                                    $  3,810,380
                                                          ============
</TABLE>

NOTE 8 - DEBT CONVERSION:

            On March 22, 2002, the Board of Directors authorized the conversion
            of the $5,600,000 Subordinated Income Debentures, issued to the
            former owners of Ocumed Group, Inc., into restricted common stock of
            the Company. The conversion was effected at one half of the market
            price on that date or $0.26 and resulted in the issuance of
            22,303,712 share of the Company's Restricted Common Stock.

            On April 10, 2002, two shareholders exercised their right to convert
            Note Consolidation Agreements ("the Agreements") to restricted
            common stock in the Company. Per the Agreements the conversion was
            effected at the same rate as the conversion of the Subordinated
            Income Debenture and resulted in the issuance of 465,872 shares of
            the Company's Restricted Common Stock.


                                       13
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PLAN OF OPERATIONS:

From 1986 until July 25, 2001, the Company conducted no business operations
except for organizational activities and seeking technologies and businesses to
acquire.

In August 2001, the Company acquired all the outstanding shares of common stock
of Ocumed Group, Inc. ("Ocumed"). Until then the Company had no income from
operations and operating expenses aggregating $965,595.

Ocumed produces and sells a broad range of ophthalmic products for both the
prescription (Rx) and over-the-counter (OTC) pharmaceutical markets. These
products support lens care and eye care as well as diagnostic, surgical and
therapeutic ophthalmic applications.

Ocumed markets and distributes its branded product lines nationally through
major drug chains, wholesalers, hospitals, surgi-centers and related buying
groups as well as internationally to selective markets. Ocumed's products are
focused on a group of patented and proprietary drug delivery systems for
applications in surgery, diagnostics, therapy, and lens care in the ophthalmic
field. These product lines include; OPHTHA-DOSE P.F.(TM) a preservative free
unit of use dispenser for eye drops, OCUREST(TM), a patented multi-dose
dispenser for prescription (Rx) and over-the-counter (OTC) ophthalmic
applications, and MINI-MED(TM), a controlled dispenser system for delivering
highly accurate quantities of drugs.

The Company's basic mission is to supply sterile ophthalmic solutions to the
medical and health care industry through internal development and acquisition of
proprietary patented technology and products lines.

The Company may have to raise additional funds from outside investors or
financial institutions to fund the various business opportunities the Company
wishes to pursue. Management intends to explore all available alternatives for
debt and/or equity financing, including but not limited to private and public
securities offerings. The Company has determined that it has sufficient assets
to meet its operating needs for the next 12 months.

RESULTS OF OPERATIONS:

In August 2001, the Company acquired all the outstanding shares of common stock
of Ocumed Group, Inc. ("Ocumed"), a New Jersey Corporation, in exchange for
shares of Archer Common Stock and Subordinated Income Debentures (the
"Exchange"). The Exchange was accomplished pursuant to the terms of an Agreement
dated August 6, 2001 (the "Agreement"), by and among Archer and Ocumed and
Crossgates Limited Partners, STMI Investments, Inc. and Ocumed, Inc.,
hereinafter referred to as ("Ocumed Shareholders"). The terms of the Purchase
Agreement reflected the arm's-length negotiations among the parties.


                                       14
<PAGE>
Effective January 11, 2002, the Company amended its certificate of incorporation
to change its name from Archer Systems Limited, Inc. to Ocumed Group, Inc. The
name change was adopted to more clearly reflect the new operations of the
Company, which began upon the acquisition of Ocumed in August of 2001.

The Company has eliminated the Archer Systems Limited, Inc., business
development activities. Therefore, no financial information is included for
these activities except as set forth in the footnotes to the Financial
Statements presented herein.

The above mentioned acquisition was recorded as a purchase for accounting
purposes. Therefore, the accompanying financial statements reflect the financial
results of Archer Systems Limited, Inc. for the period May 1, 2001, through
October 31, 2002, and Ocumed, from August 1, 2001, through October 31, 2002.

For the three months ending October 31, 2002, revenues increased from $1,753,883
generated in 2001, to $2,096,263. This increase was a result of the continuing
marketing efforts implemented by Ocumed Group, Inc., the private New Jersey
Corporation.

Net income from continuing operations for the three months ended October 31,
2002, decreased by $13,438, resulting from the implementation of an acquisition
program implemented in the first quarter of 2003. Net loss from discontinued
operations for the three months ending October 31, 2002 was $2,989 as compared
with $41,429 for the same period of 2001. This net loss decrease was primarily
due to reduced interest expense resulting from the conversion of debt to common
stock by two shareholders in April of 2002 and financial public relations
expenses incurred in 2001, not incurred in 2002.

LIQUIDITY AND CAPITAL RESOURCES:

The Company's cash position was $32,147 as of October 31, 2002. Cash flows
provided by operating by operating activities during six months ended October
31, 2002, were $402,238, due to the net income of $156,465 adjusted for a
increase of current assets of $175,071 an decrease in current liabilities of
$71,636, depreciation and amortization of $259,326 and a decrease in deferred
tax asset of $27,488. The net cash used in financing activities during the six
months ended October 31, 2002, consisted of a reduction of long-term borrowings
of $84,598. During the next twelve months the Company plans to satisfy its
operating cash requirements through the operations of Ocumed Group, Inc., the
operating company acquired August 6, 2001 (see Plan of Operations above).

As of the date of the filing of this report, there were no commitments for
material capital expenditures.

FORWARD LOOKING INFORMATION:

This report contains certain forward-looking statements and information relating
to the Company that are based on beliefs of the Company's management as well as
assumptions made by and information currently available to the Company's
management. When used in this report, words such as "anticipate," "believe,"
"estimate," "expect," "intend," "should," and similar expressions, as they
relate to the Company or its management, identify forward-looking statements.
Such statements reflect the current views of the


                                       15
<PAGE>
Company with respect to future events and are subject to certain risks,
uncertainties, and assumptions relating to the operations, results of
operations, liquidity, and growth strategy of the Company, including competitive
factors, changes in legal and regulatory requirements, interest rate
fluctuations, and general economic conditions, as well as other factors
described in this report. Should one or more of the risks materialize, or should
underlying assumptions prove incorrect, actual results or outcomes may vary
materially from those described herein as anticipated, believed, estimated,
expected or intended.

                                     PART II

ITEM 1.     LEGAL PROCEEDINGS.

            None

ITEM 2.     CHANGES IN SECURITIES.

            None

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

            None

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

            None

ITEM 5.     OTHER INFORMATION.

            None

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

            (a) Exhibits

The following exhibits marked with a footnote reference were filed with a
periodic report filed by the Company pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended, (the "Securities Act"), and are incorporated
herein by this reference. If no footnote reference is made, the exhibit is filed
with this report.

<TABLE>
<CAPTION>
Number            Exhibit
<S>               <C>
2                 Form of Agreement dated August 6, 2001, for the acquisition of
                  Ocumed Group, Inc., by and among Archer Systems Limited, Inc.,
                  Crossgates Limited Partners, STMI Investments, Inc., and
                  Ocumed, Inc. filed as an exhibit to the Company's Form 8-K
                  filed on August 22, 2001 and incorporated herein by this
                  reference.
</TABLE>


                                       16
<PAGE>
<TABLE>
<S>               <C>
3                 Certificate of Incorporation of Company filed with the
                  Secretary of State of Delaware on March 19, 1986. Filed as an
                  exhibit to the Company's Form 10SB12G/A filed September 10,
                  1999 and incorporated herein by this reference.

3.1               Certificate for renewal and revival of Charter of the Company
                  filed with the Secretary of State Division of Corporations on
                  December 2, 1998. Filed as an exhibit to the Company's Form
                  10SB12G/A filed September 10, 1999 and incorporated herein by
                  this reference.

3.2               Certificate of Amendment of the Certificate of Incorporation
                  of Archer Systems Limited, Inc., filed with the Secretary of
                  State Division of Corporations on February 12, 1999. Filed as
                  an exhibit to the Company's Form 10SB12G/A filed September 10,
                  1999 and incorporated herein by this reference.

3.3               Certificate of Correction to Certificate of Amendment of the
                  Certificate of Incorporation of Archer Systems Limited, Inc.,
                  filed February 12, 1999 with the Secretary of State Division
                  of Corporations. Filed as an exhibit to the Company's Form
                  10SB12G/A filed September 10, 1999 and incorporated herein by
                  this reference.

3.4               Copy of the by-laws of the Company. Filed as an exhibit to the
                  Company's Form 10SB12G/A filed September 10, 1999 and
                  incorporated herein by this reference.

4                 Specimen Stock Certificate. Filed as an exhibit to the
                  Company's Form 10SB12G/A filed September 10, 1999 and
                  incorporated herein by this reference.

11                Statement: computation of per share earnings, see "Notes to
                  Consolidated Financial Statements - Note 1 E."

21                Subsidiaries of the Company:

                  Ocumed Group, Inc., a New Jersey Corporation

                  ArcusNet Corporation

                  General Acquisition, Inc.

23                There were no Form 8-K filings during the quarter ended
                  October 31, 2002.
</TABLE>


                                       17
<PAGE>
SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: December 16, 2002

OCUMED GROUP, INC.


By:  /s/  Alfred R. Caggia
     ----------------------
         Alfred R. Caggia
         President

By:  /s/  Paul G. Filipek
     --------------------

         Paul G. Filipek
         Secretary/Treasurer

By:  /s/  Louise A. Cummings
     -----------------------
         Louise A. Cummings
         Director


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