U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                ----------------

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2000

                            ------------------------

                        Commission File Number: 000-26555

                            ------------------------

                           ACCUIMAGE DIAGNOSTICS CORP.
                 (Name of Small Business Issuer in its Charter)


        Nevada                                               33-0713615
----------------------------                          -------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                           Identification Number)

400 Oyster Point Blvd., Suite 114, South San Francisco, California   94080-1917
-------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

                    Issuer's telephone number: (650) 875-0192
-------------------------------------------------------------------------------

Indicate by check mark whether the registrant has (1) filed all reports required
to be filed by  Section  13 or 15(d) of the  Securities  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 filing  requirements  within
the past 90 days.

                                 Yes _X_ No ___

The number of shares  outstanding  of the issuer's  common stock was  10,714,867
shares of  common  stock,  par value  $.001,  as of May 10,  2000.  No shares of
preferred stock are outstanding.

Transitional Small Business Disclosure Format:

                                  Yes___ No _X_


================================================================================

<PAGE>

                          ACCUIMAGE DIAGNOSTICS CORP.

                                   Form 10-QSB
                                 March 31, 2000

TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements                                                 3

  Balance Sheets as of March 31, 2000 (unaudited) and September 30, 1999      3

  Statements of Operations (unaudited) for the Three and Six Months
  Ended March 31, 2000 and 1999                                               4

  Statements of Cash Flow (unaudited) for the Three Months
  Ended March 31, 2000 and 1999                                               5

  Notes to Financial Statements                                               6

Item 2.  Management's Discussion and Analysis of
  Financial Condition or Plan of Operations                                   7

PART II.  OTHER INFORMATION

Item 2.  Changes in Securities                                               10

Item 6.  Exhibits and Reports on Form 8-K                                    10



Signature                                                                    10

<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                           ACCUIMAGE DIAGNOSTICS CORP.
                                 BALANCE SHEETS
                MARCH 31, 2000 (UNAUDITED) AND SEPTEMBER 30, 1999


<TABLE>
<CAPTION>

<S>                                                   <C>               <C>


ASSETS                                           March 31, 2000        September 30, 1999
Current Assets                                   --------------        ------------------
                                                 (UNAUDITED)

     Cash                                          $    701,470        $  34,201
     Accounts Receivable                                467,786          188,744
     Less Allowance for Doubtful accounts               (16,619)         (16,619)
     Other receivable                                       -             31,274
     Inventory                                          143,000           44,957
     Prepaid Insurance                                      -                745
     Prepaid Rent                                         3,845            3,744
     Licenses For Resale                                 16,370           16,370
                                                     ---------------------------
Total Current Assets                                  1,315,852          303,416

Property and Equipment                                   52,470           61,351

Other Assets
     Security Deposits                                    3,820            3,820
     Deposits & License Fees                            125,716          125,716
     License TECH                                         5,200            5,200
     License Fee NECTEC                                  10,000           10,000
     Less Accumulated Amortization                      (88,537)         (80,700)
     Goodwill                                           618,140          618,140
     Acc. Amort-Goodwill                               (154,541)        (123,633)
                                                   -----------------------------
Total Other Assets                                      519,799          558,543

            TOTAL ASSETS                             $1,888,120         $923,310
                                                   =============================


LIABILITIES AND STOCKHOLDERS' EQUITY
                                                  March 31, 2000        September 30, 1999
Current Liabilities                               --------------        ------------------
     Accounts Payable                                $  141,537        $ 146,376
     Product Warranty Reserve                           191,538           84,270
     Sales Tax Payable                                   10,838            4,190
     Wages & Payroll taxes Payable                       22,946           71,464
     Other Accrued Expenses                               5,732            5,332
     Notes Payable-related party                         52,000           56,500
                                                  --------------------------------

Total Current Liabilities                               424,591          368,132

Stockholders' Equity

Preferred Shares - $0.001 Par Value; 10,000,000               -                -
shares Authorized; None issued or outstanding

Common Shares - $0.001 Par Value; 50,000,000              9,748            9,748
Authorized; 10,696,867 shares & 9,748,200 shares
issued and outstanding on March 31, 2000
and September 30, 1999 respectively

Common Stock Subscriptions                                  949                -

Paid-In-Capital                                       2,305,713        1,740,662
Accumulated Earnings (Deficit)                         (852,881)      (1,195,232)
                                                   --------------------------------

Total Stockholders's Equity                           1,463,529          555,178

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $1,888,120         $923,310
                                                   ================================
</TABLE>

    The accompanying notes are an integral part of these financial statements
<PAGE>


                           ACCUIMAGE DIAGNOSTICS CORP
                      STATEMENTS OF OPERATIONS (UNAUDITED)
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2000 AND 1999

<TABLE>
<CAPTION>
<S>                                               <C>                 <C>           <C>              <C>

                                                        For the three months               For six months
                                                          Ended March 31,                 Ended March 31,
                                                          ---------------                 ---------------
                                                         2000          1999            2000          1999
                                                         ----          ----            ----          ----

TOTAL REVENUES                                         $802,341       $  256,866     $ 1,677,802    $ 462,713

COST OF GOODS SOLD                                       73,826           55,990         560,485       93,752
                                                    ---------------------------------------------------------

GROSS PROFIT                                            728,515          200,876       1,117,317      368,961

SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES                                                432,957          272,705         778,613      507,451
                                                    ----------------------------------------------------------

OPERATING INCOME (LOSS)                                 295,558          (71,829)        338,704     (138,490)
                                                    -------------------------------------------------------------

OTHER INCOME AND EXPENSES
     Interest Income                                     (2,893)          (1,032)      (3,847.36)      (1,540)
     Other Income                                           -             (3,600)        (200.00)      (3,602)
     Franchise and Other Taxes                              400              400
                                                    --------------------------------------------------------------

TOTAL OTHER INCOME AND EXPENSES                          (2,493)          (4,632)         (3,647)      (5,142)
                                                    ---------------------------------------------------------------

NET INCOME (LOSS)                                     $ 298,051       $  (67,197)     $  342,351   $ (133,348)
                                                    ================================================================

INCOME(LOSS) PER SHARE-BASIC                             $0.0303        ($0.0070)        $0.0304     ($0.0071)

INCOME(LOSS) PER SHARE-DILUTED                           $0.0289        ($0.0068)        $0.0290     ($0.0069)


Weighted Average Shares Outstanding
                                 Basic                 9,832,074       9,592,878       9,790,137    9,461,072

                                 Diluted              10,328,228       9,821,743      10,286,291    9,689,937


</TABLE>

<PAGE>


                           ACCUIMAGE DIAGNOSTICS CORP
                       STATEMENTS OF CASH FLOW (UNAUDITED)
                FOR THE PERIOD OCTOBER 1, 1999 TO MARCH 31, 2000
              and THE PERIOD FROM OCTOBER 1, 1998 TO MARCH 31, 1999

<TABLE>
<CAPTION>
<S>                                                 <C>                 <C>                     <C>

                                                           March 31,     March 31
                                                             2000          1999
                                                           --------      --------

Cash Flows from Operating Activities
      Net Cash used by Operating Activities:          $     105,769       $(171,208)
                                                    --------------------------------


Cash Flow from Investing Activities:
     investment in Property and Equipment
            I                                                  -              6,510
                                                  ---------------------------------

     Net Cash Provided (Used) by
     Investing Activities                                      -              6,510
                                                  ---------------------------------

Cash Flow From Financing Activities:
     Proceeds from Short-Term Debt                             -               -
     Repayment of Short-Term Debt                             (4,500)       (50,000)
     Proceeds from sales of Stock                            566,000        383,500
                                                   ---------------------------------

     Net Cash Provided (Used) by Financing
     Activities                                              561,500        333,500
                                                     ------------------------------

Increase (Decrease) in Cash                                  667,269        168,802

                                                              34,201          2,117
Cash Balance at beginning of period               ---------------------------------

Cash balance at end of period                               $701,470       $170,919
                                                  ==================================




Supplemental Disclosure:
            Interest Pai                                         $0             $0
            Income Taxes                                         $0             $0
            Compensation paid in shares (Non-Cash)               $0       $134,410

</TABLE>

   The accompanying notes are an integral part of these financial statements

<PAGE>



NOTES TO THE FINANCIAL STATEMENTS

(1)  Basis of Presentation

     In the opinion of the management the  accompanying  consolidated  financial
statements  contain  all  adjustments   necessary  (consisting  of  only  normal
recurring  accruals) to present fairly the financial position at March 31, 2000,
the results of its  operations for the three months ended March 31, 2000 and the
cash flow for three  months  and six  months  ended  December  31,1999.  Certain
information and footnote  disclosures  normally included in financial statements
that would have been prepared in accordance with generally  accepted  accounting
principles have been condensed or omitted  pursuant to the rules and regulations
of the Securities and Exchange  Commission,  although  management of the Company
believes that the disclosures in these financial statements are adequate to make
the information  presented  therein not  misleading.  It is suggested that these
condensed financial statements and notes thereto be read in conjunction with the
financial  statements and the notes thereto included in the Company's  September
30, 1999 Form  10-KSB.  The results of  operations  for the three months and six
months  ended March 31, 2000 are not  necessarily  indicative  of the results of
operations to be expected for the full fiscal year ending September 30, 2000.

(2)  Interim Period Cost of Goods Sold

     Interim  period  cost of  goods  sold is  calculated  using  the  perpetual
inventory  record.  The Company reports any significant  adjustments that result
from  reconciliations  of the perpetual  inventory record to periodic and annual
physical inventory observations.

(3)  Income Taxes

     Significant  components  of the provision for taxes based on income for the
three months ended March 31, 2000 and 1999 are as follows:

                                                1999                  1998
                                             -------              --------
     Current tax expense
          Federal                            $    0               $     0
          State                                 400                   400
                                            -------             ---------
                                                400                   400

     Deferred tax expense
          Federal                                 0                     0
          State                                   0                     0
                                            --------            ---------

     Provision for income taxes              $  400                $  400
                                              ======               ======


     At  September  30,  1999,  the Company  has  approximately  $1,532,737  net
operating loss carryforwards available to offset future federal and state income
taxes, which expire through 2010 and 2019.

     The Company has elected to fully  reserve all tax benefits  until such time
as it is able to reasonably expect to realize those benefits.


   The accompanying notes are an integral part of these financial statements
<PAGE>


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

     The following  discussion and analysis  should be read in conjunction  with
the  Company's  Consolidated  Financial  Statements  and related  Notes  thereto
contained  elsewhere with this document.  Operating  results for the three-month
period ended March 31, 2000 are not  necessarily  indicative of the results that
may be  expected  for any  future  periods,  including  the  full  fiscal  year.
Reference should also be made to the Annual Financial Statements, Notes thereto,
and Management's  Discussion and Analysis of Financial  Condition and Results of
Operations  contained in the Company's Form 10-KSB, filed on March 17, 2000, and
the Company's Form 10-QSB, filed on March 23, 2000.

     AccuImage is engaged in the development,  marketing and support of software
for the  visualization,  analysis and  management of medical  imaging data.  The
software's  primary function is to enhance  physicians'  interpretation  of data
from medical imaging modalities such as computed tomography,  magnetic resonance
and ultrasound  through the application of  three-dimensional  computer graphics
and image processing technologies. This enhanced analysis can support physicians
in clinical diagnosis, surgical planning and medical research. Three-dimensional
visualization  allows  communication of findings in a form readily understood by
physicians and others without the  specialized  training  otherwise  required to
interpret  the  native  images  generated  by the  medical  imaging  modalities.
Efficiency  gains and cost savings may be realized through  automated  reporting
tools and provision for electronic  distribution of the medical imaging data and
post-processed results via internal networks and the Internet.

Revenue

     For the three  months  ended  March 31,  2000,  revenue  increased  312% to
$802,341  compared with $256,866 in 1998.  This increase was almost entirely the
result of increased sales of the Company's  medical  visualization  and analysis
was  completed  prior to the first  quarter of fiscal year 2000,  and the second
quarter results reported here are entirely related to sales of the Company's own
software.  During 1999, the Company successfully  transitioned from distributing
software  developed by a third party and licensed to the Company to distributing
its own software that was developed in-house. This transition

Gross Margin

     The gross margin percentage for the quarter was 90% compared to 78% for the
same period in 2000.  This  increase in gross margin is largely due to a reduced
cost of goods  sold  now  that the  Company  is  distributing  its own  software
product,  rather  than  having to pay a  licensing  fee for each sale to a third
party. Furthermore,  the improvement over the first quarter is influenced by the
fact that Imatron's  contractual  right to order numerous  systems at cost is no
longer in  effect.  During the first  quarter,  Imatron  exercised  its right to
purchase  numerous systems with full software  licenses for a price equal to the
cost  of  the  underlying  hardware  plus  ten  percent.  Furthermore,   several
demonstration   systems  were  sold  to  Imatron  under  similar  terms.   These
transactions  resulted in a reduced  gross  margin for Q1, but no such  activity
occurred  during Q2. Hence the Q2 gross margin is greatly  improved  over the Q1
result.

Sales and Marketing

     The  Company's  sales and  marketing  expenses for the quarter were $67,729
which compare with approximately $110,000 for the entire prior fiscal year 1999.
The increase  reflects the cost of increased sales and marketing  activity.  The
Company  expects sales and marketing costs to continue to increase as additional
sales  personnel  are recruited and sales  commissions  increase,  although this
forward looking statement will be influenced by the actual sales levels attained
by the Company's sales force.

Research and Development

     The Company spent $61,115 on research and development activities during the
quarter,  which compares with approximately  $75,000 for the same quarter in the
prior fiscal year. The Company anticipates that software  development costs will
increase  as  the  Company   proceeds  with   recruitment  of  further  software
development expertise.  The Company does not intend on reducing its research and
development   effort  since  maintenance  of  a  competitive   position  in  the
marketplace in which the Company  operates  requires  constant  improvement  and
high-level development of the Company's software products.

Operational and Administrative

     Operational  and  administrative  expenses  were  $240,813 for the quarter,
which  compares with an estimated  $181,250 for the same quarter in the previous
year. The increase reflects the increased operational  capability of the Company
which has  developed  over the interim  period,  motivated  by  increased  sales
activity and hence  operational,  manufacturing  and support  requirements.  The
Company  believes that  operational  and  administrative  costs will increase in
future if the  Company is  successful  in its  efforts to recruit  new staff and
develop its  capabilities  in these  areas.  As a result of becoming a reporting
company pursuant to the Securities Exchange Act of 1934, the Company will likely
increase  its  expenditures  on  investor  relations  and  legal  and  financial
expertise.

Results of Operations

     Despite  the  increased  expenses  for  sales,  marketing,  operations  and
administration, the Company's increased revenues resulted in an operating profit
of $295,558 in the second  quarter of fiscal  year 2000.  In 1999 and 1998,  the
Company experienced operating losses of $460,938 and $626,778, respectively.

Liquidity and Capital Resources

     In the quarter  ending March 31, 2000,  the Company  generated an operating
profit of $295,558 and secured financing through the sale of stock in the amount
of $566,000. The Company repaid one note payable in the amount of $4,500, and as
a result holds $51,500 in notes payable, held since September 1998. On March 31,
2000,  the Company had $701,470 in cash,  and accounts  receivable  of $467,786.
Accounts payable totaled $141,537.

     The Company  anticipates  that cash  requirements  for the remainder of the
year will be met by a combination of existing cash on hand, further  operational
income and  additional  equity  financing.  To this end, the Company has secured
further  commitments  from a group of  investors  to  obtain  enough  additional
capital  to  ensure  that it will  have  sufficient  resources  to  achieve  its
strategic objectives for the fiscal year ended September 30, 2000. However there
can be no  guarantee  that such  further  income and  financing  will finally be
forthcoming and the inability of the Company to secure such capital could have a
material adverse effect on the Company's business.

Foreign Currency Transactions

     All the Company's  transactions  are negotiated,  invoiced and paid in U.S.
dollars.

Inflation

     Management  believes the Company's  operations and financial condition have
suffered no adverse material effect due to inflation.

Share Price Volatility

     During the second  quarter of fiscal year 2000,  the Company's  share price
experienced  relative  stability and some moderate growth towards the end of the
period. The trading price of the Company's common stock could be subject to wide
fluctuations in response to quarter-to-quarter  variations in operating results,
changes in  earnings  estimates  by  analysts,  announcements  of  technological
innovations  or  new  products  by  the  Company  or  its  competitors,  general
conditions in the software and computer  industries and other events or factors.
In  addition,  in recent  years the stock  market in general,  and the shares of
technology companies in particular, have experienced extreme price fluctuations.
This  volatility has had a substantial  effect on the market price of securities
issued by many companies for reasons  unrelated to the operating  performance of
the specific companies. These broad market fluctuations may adversely affect the
market price of the common stock.

Year 2000 Impact.

     The year 2000  computer  problem  refers to the  potential  for  system and
processing  failures  of  date-related  data as a result of  computer-controlled
systems using two digits  rather than four to define the  applicable  year.  For
example,  computer  programs that have  time-sensitive  software may recognize a
date  represented as "00" as the year 1900 rather than the year 2000. This could
result in a system failure or miscalculations  causing disruptions with internal
administrative  and  operational  software,  software  developed by the Company,
software integrated in the Company's products,  and third-party systems to which
the Company's products interface.

     With regard to internal  use of software  products,  the Company  inspected
financial  and  accounting  software  vendors  whose  products are in use by the
Company and reached a level of reasonable  assurance that the software  packages
used by the Company would behave correctly after the onset of year 2000.

     With regard to software developed by the Company,  the software development
team adopted  procedures to avoid potential issues and conducted  "roll-forward"
testing of the Company's  products.  Minor issues that arose during this testing
were corrected far in advance of year 2000.

     With regard to software integrated into the Company's products, the Company
took steps to determine  what  measures in terms of software  upgrades and fixes
needed to be taken in order to render all integrated software products year 2000
compliant  and  adopted  the  appropriate  versions  as part of its  integration
procedure. The Company's installed base was similarly updated.

     With  regard  to  third-party  systems  to  which  the  Company's  products
interface,  the Company conducted a survey of the information transferred to its
products from such third-party  systems in collaboration  with the manufacturers
of these  systems and  modified  its  software in order to render them year 2000
compliant.

     To date, the Company has not  experienced  any year 2000 issues with any of
its internal  systems or products,  and it does not expect to experience  any in
the future. Additionally, it has not experienced any year 2000 issues related to
any of its key third party  suppliers,  distributors  and  customers nor does it
expect to experience any in the future.  Costs  associated with  remediating the
Company's internal systems and software were not material.

Forward-looking Statements

     The  discussion  contained  in this  Management  Discussion  & Analysis  is
"forward  looking" as that term is contemplated by Section 27A of the Securities
Act of 1933 and Section 12E of the Securities  exchange Act of 1934,  including,
without limitation,  statements regarding the Company's  expectations,  beliefs,
intentions or strategies  regarding  future  business  operations  and projected
earnings from its products and services, which are subject to many risks.

     All  forward-looking  statements  included  in this  document  are based on
information available to the Company on the date hereof, and the Company assumes
no  obligation  to update any such  forward-looking  statements.  The  Company's
actual results may differ  materially as a result of certain factors,  including
those set forth hereafter and elsewhere in this Form 10-QSB. Potential investors
should consider  carefully the previously  stated  factors,  as well as the more
detailed  information  contained elsewhere in this Form 10-QSB,  before making a
decision to invest in the common stock of the Company.



<PAGE>

PART II - OTHER INFORMATION


Item 2.  Changes In Securities

     On January 25, 2000 the Company commenced a private  placement  offering of
up to  1,285,000  Units  consisting  of one share of common stock and one common
stock purchase  warrant at $0.60 per Unit. As of March 31, 2000, the Company had
received  subscriptions  to purchase 916,667 Units from three purchasers but had
not yet issued the shares and  warrants.  Additionally,  the Company  will pay a
finder's fee in the form of 50,000 shares of restricted  common stock to Inyoung
Boyd,  wife of  Douglas  P.  Boyd,  Chairman  of the Board of the  Company,  for
services rendered in connection with the placement of the Units. The issuance of
the securities is exempt from the  registration  requirements  of the Securities
Act of 1933, as amended, pursuant to Section 4(2) thereof.

Item 6   Exhibits And Reports On Form 8-K

     (a) Exhibits:

               No.  4.1 -  Form  of  Warrant  issued  to  investors  in  Private
                    Offering concluded April 30, 2000.

               No.  10.1 - Form of Unit Purchase  Agreement  between the Company
                    and investors in the Private  Offering which concluded April
                    30, 2000.

               No.  27 - Financial Data Schedule as of March 31, 2000.

     (b) Form 8-K Reports: None.


                                   SIGNATURES

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

                                         ACCUIMAGE DIAGNOSTICS CORP.


May 15, 2000
                                         By:  /s/ Robert Taylor
                                             ---------------------------------

                                              Robert Taylor, Ph.D.
                                            Chief Executive Officer




<PAGE>