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 December 31, 2002

                            ________________________

                        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 Grandview Drive, South San Francisco, California                  94080-4920
________________________________________________________________________________
(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 22,886,295
shares of common stock, par value $.001, as of December 31, 2002. No shares of
preferred stock are outstanding.

Transitional Small Business Disclosure Format:

                                  Yes [ ] No [X]


<PAGE>


                           ACCUIMAGE DIAGNOSTICS CORP.

                                   Form 10-QSB
                                December 31, 2002


TABLE OF CONTENTS


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements                                                  3

             Balance sheet as of December 31, 2002 (unaudited)
             and September 30, 2002 (audited)                                  3

             Statement of operations (unaudited) for the three
             months ended December 31, 2002 and 2001                           5

             Statement of cash flows (unaudited) for the three
             months ended December 31, 2002 and 2001                           6

             Notes to financial statements                                     7

Item 2.  Management's discussion and analysis of
         financial condition or plan of operations                            11


PART II.  OTHER INFORMATION


Item 2.  Changes in securities                                                13

Item 4.  Submission of matters to a vote of securities holders                13

Item 6.  Exhibits and reports on form 8-K                                     14


Signature                                                                     14


<PAGE>


PART I.  FINANCIAL INFORMATION
         ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>


                           ACCUIMAGE DIAGNOSTICS CORP.
                                  BALANCE SHEET

                                                   December 31, 2002     September 30, 2002
                                                      (UNAUDITED)            (AUDITED)
                                                   _________________     __________________
<S>                                                   <C>                    <C>

ASSETS
Current Assets
              Cash and cash equivalents               $  283,727             $  231,843
              Accounts receivable, net of
                 allowance of $18,338                    132,219                330,062
              Employee receivable                         17,869                 20,895
              Inventory                                  122,515                106,046
              Prepaid expenses                            24,708                 53,175
                                                      __________             __________

Total Current Assets                                     581,038                742,021

Property and Equipment, net of accumulated
   depreciation and amortization                          51,618                 52,759

Other Assets
              Deposits                                    16,814                 15,067
              Other intangible assets, net                13,825                 16,969
              Goodwill, net                              309,063                309,063
              Investment in MDiagnostics, Inc.           300,000                300,000
                                                      __________             __________
Total Other Assets                                       639,702                641,099
                                                      __________
TOTAL ASSETS                                          $1,272,358             $1,435,879
                                                      ==========             ==========


   The accompanying notes are an integral part of these financial statements.


                                       3

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


ACCUIMAGE DIAGNOSTICS CORP.
BALANCE SHEET (CONTINUED)


                                                   December 31, 2002     September 30, 2002
                                                      (UNAUDITED)            (AUDITED)
                                                   _________________     __________________
<S>                                                   <C>                    <C>

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
              Accounts payable                        $  280,223             $  208,592
              Product warranty reserve                    48,735                 50,000
              Other accrued liabilities                  179,078                107,401
              Accrued vacation                            63,597                 77,845
              Short-term note payable to
                 related party                           100,000                      -
                                                      __________             __________

Total Current Liabilities                                671,633                443,838

Long-Term Liabilities
              Long-term notes payable to
                 stockholders                            250,000                250,000
                                                      __________             __________

Total Liabilities                                        921,633                693,838
                                                      __________             __________

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              22,887                 22,887
   authorized; 22,886,295 shares issued and
   outstanding on December 31, 2002 and
   September 30, 2002

Paid-in-capital                                        3,488,348              3,488,348
Accumulated deficit                                   (3,160,510)            (2,769,194)
                                                      __________             __________

Total Stockholder's Equity                               350,725                742,041
                                                      __________             __________

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $1,272,358             $1,435,879
                                                      ==========             ==========


   The accompanying notes are an integral part of these financial statements.


                                       4

</TABLE>

<PAGE>


                           ACCUIMAGE DIAGNOSTICS CORP
                            STATEMENTS OF OPERATIONS


                                                For the three months ended
                                                       December 31,
                                               _____________________________
                                                  2002              2001
                                               (Unaudited)       (Unaudited)
                                               ___________       ___________

Sales                                          $   745,283       $   746,733

Cost of sales                                      185,656            76,886
                                               ___________       ___________

Gross profit                                       559,627           669,847

Operating expenses:
     General and administrative                    316,442           373,956
     Sales and marketing                           298,914           159,357
     Research and development                      329,237           249,879
                                               ___________       ___________
Total operating expenses                           944,593           783,192
                                               ___________       ___________

Operating Loss                                    (384,966)         (113,345)
                                               ___________       ___________

Other (income) expenses:
     Interest income                                  (297)             (466)
     Other income                                     (403)           (9,948)
     Interest Expense                                6,250             6,250
                                               ___________       ___________
Total other (income) expenses                        5,550            (4,164)
                                               ___________       ___________

Loss before income taxes                          (390,516)         (109,181)
                                               ___________       ___________

Provision for income taxes                             800               800
                                               ___________       ___________

Net loss                                       $  (391,316)      $  (109,981)
                                               ===========       ===========

Loss per share - basic and diluted             $    (0.017)      $    (0.008)
                                               ===========       ===========
Weighted average shares outstanding
     Basic and diluted                          22,886,295        13,597,965



   The accompanying notes are an integral part of these financial statements.


                                       5


<PAGE>


                           ACCUIMAGE DIAGNOSTICS CORP
                            STATEMENTS OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED


                                                       December 31,
                                                  2002              2001
                                               (Unaudited)       (Unaudited)
                                               ___________       ___________

Cash Flows from Operating Activities
              Net cash used by operating
                 activities:                   $   (42,384)      $   (35,028)
                                               ___________       ___________


Cash Flow from Investing Activities:
              Net cash used by investing
                 activities:                        (6,134)             (545)
                                               ___________       ___________

Cash Flow From Financing Activities:
              Proceeds from sales of stock               -         1,000,000
              Loan from other entity               100,000                 -
                                               ___________       ___________

              Net cash provided by financing
                 activities                        100,000         1,000,000
                                               ___________       ___________

Increase in Cash                                    51,482           964,427

Cash Balance at beginning of period                232,245            51,422
                                               ___________       ___________

Cash Balance at end of period                  $   283,727       $ 1,015,849
                                               ===========       ===========


Supplemental Disclosure:
              Interest Paid                    $         -           $12,500
              Income Taxes-Franchise tax       $         -       $         -


   The accompanying notes are an integral part of these financial statements.


                                       6


<PAGE>


NOTES TO THE FINANCIAL STATEMENTS

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 December
31, 2002 and September 30, 2002, the results of its operations for the three
months ended December 31, 2002 and 2001, and the cash flow for the periods ended
December 31, 2002 and 2001. 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, 2002
Form 10-KSB. The results of operations for the three months ended December 31,
2002 are not necessarily indicative of the results of operations to be expected
for the full fiscal year ending September 30, 2003.


INVENTORIES AND COST OF SALES

         Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out (FIFO) method. Interim period cost of
goods sales is calculated using the perpetual inventory record. The Company
reports any significant adjustments that result from reconciling the perpetual
inventory record to periodic and annual physical inventory observations.

SOFTWARE DEVELOPMENT COSTS


         The Company capitalizes certain software development costs in
accordance with SFAS No. 86, ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE TO BE
SOLD, Leased or Otherwise Marketed. Costs incurred internally to create a
computer software product or to develop an enhancement to an existing product
are charged to expense when incurred as research and development until
technological feasibility has been established for the product or enhancement.
Thereafter, all software production costs are capitalized and reported at the
lower of unamortized cost or net realizable value. Capitalization ceases when
the product or enhancement is available for general release to customers.
Software development costs are amortized on a product basis at the greater of
the amounts computed using (a) the ratio of current gross revenues for a product
or enhancement to the total current and anticipated future gross revenues for
that product or enhancement, or (b) the straight-line method over the remaining
estimated economic life of the product or enhancements, not to exceed five
years. The Company evaluates the net realizable value of its software
development costs at each period end using undiscounted estimated future net
operating cash flows expected to be derived from the respective software product
or enhancement. If such evaluation indicates that the unamortized software costs
exceed the net realizable value, the Company writes off the amount by which the
unamortized software development costs exceed net realizable value. The Company
did not capitalize any software development costs in the quarter ended December
31, 2002 or during the fiscal year ended September 30, 2002.

WARRANTY RESERVE

         Based upon historical costs and its sales agreements, the Company
maintains a warranty reserve based on product sales to cover anticipated
warranty costs related to software sold. This reserve is continually compared to
actual costs by management and revised as necessary.


                                       7


<PAGE>


(1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

DEFERRED REVENUE

         The Company recognizes revenues as earned. Amounts billed in advance of
the period in which product is shipped are recorded as a liability under
"deferred revenue".

ADVERTISING COSTS

         The Company expenses advertising costs as they are incurred.
Advertising expenses were $13,462 and $17,837 for the three months ended on
December 31, 2002, and 2001, respectively.

INCOME TAXES

         At September 30, 2002, the Company has approximately $2,300,000 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.

USE OF ACCOUNTING ESTIMATES

         The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ materially from those estimates. The actual results with regard to
warranty expenditures could have a material impact on the financial statements
of the Company if the actual rate of unit failure is greater than what was
estimated by the Company in the calculation of its warranty reserve.

NET LOSS PER SHARE

         Basic loss per share is computed by dividing net loss by the weighted
average number of common shares outstanding. The dilutive loss per share
calculation gives effect to all potentially dilutive common shares, such as
stock options or warrants, which were outstanding during the period. Shares
issued during the period and shares repurchased by the Company are weighted for
the portion of the period that they were outstanding for both basic and diluted
loss per share calculations. There were no dilutive securities for the three
month period ended December 31, 2002 and 2001.


                                       8


<PAGE>


(1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


STOCK-BASED COMPENSATION


         The Company accounts for its stock based compensation plan based on
Accounting Principles Board ("APB") Opinion No. 25. In October 1995, the
Financial Accounting Standards Board ("FASB") issued SFAS No. 123, Accounting
for Stock-Based Compensation. The Company has determined that it will not change
to the fair value method and will continue to use APB Opinion No. 25 for
measurement and recognition of any expense related to employee stock based
transactions. As such, compensation expense would generally be recorded on the
date of grant only if the current market price of the underlying stock exceeds
the exercise price.

         In March 2000, the FASB released Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation." This Interpretation
addresses certain practice issues related to APB Opinion No. 25. The provisions
of this Interpretation are effective July 1, 2000, and except for specific
transactions noted in paragraphs 94-96 of this Interpretation, shall be applied
prospectively to new awards, exchanges of awards in business combinations,
modifications to an outstanding award, and exchanges in grantee status that
occur on or after that date. Certain events and practices covered in this
Interpretation have different application dates, and events that occur after an
application date but prior to July 1, 2000, shall be recognized only on a
prospective basis. Accordingly, no adjustment shall be made upon initial
application of the Interpretation to financial statements for periods prior to
July 1, 2000. Thus, any compensation cost measured upon initial application of
this Interpretation that is attributed to periods prior to July 1, 2000 shall
not be recognized. The Company adopted the provisions of this Interpretation
starting July 1, 2000.


ACCOUNTING PRONOUNCEMENTS

         In July 2001, the FASB issued Statements of Financial Accounting
Standards No. 141, "Business Combinations" ("FAS 141") and No. 142, "Goodwill
and Other Intangible Assets" ("FAS 142"). SFAS No. 141 requires all business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method. Under SFAS No. 142, goodwill and intangible assets with
indefinite lives are no longer amortized but instead tested for impairment at
least annually in accordance with the provisions of FAS No. 142. FAS No. 142
will also require that intangible assets with definite lives be amortized over
their respective useful lives to their estimated residual values, and reviewed
for impairment in accordance with SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." The
provisions of this Statement are required to be applied starting with fiscal
years beginning after December 15, 2001. The Company will continue to amortize
goodwill existing at September 30, 2001 until the new standard is adopted and
goodwill tested for impairment in accordance with SFAS No. 144. The Company is
currently evaluating the effect that adoption of the provisions of FAS No. 142
will have on its results of operations and financial position.

         In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 requires liability recognition for
obligations associated with the retirement of tangible long-lived asset and the
associated asset retirement costs. The Statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002 with earlier
application encouraged. The implementation of SFAS No. 143 will not have a
material affect on the Company's results of operations or financial position.


                                       9


<PAGE>


         (1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed of", in that it removes goodwill from its impairment scope
and allows for different approaches in cash flow estimation. However, SFAS No.
144 retains the fundamental provisions of SFAS No. 121 for (a) recognition and
measurement of long-lived assets to be held and used and (b) measurement of
long-lived assets to be disposed of. SFAS No. 144 also supersedes the business
segment concept in APB opinion No. 30, "Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions," in
that it permits presentation of a component of an entity, whether classified as
held for sale or disposed of, as a discontinued operation. However, SFAS No. 144
retains the requirement of APB Opinion No. 30 to report discontinued operations
separately from continuing operations. The provisions of this Statement are
effective for financial statements issued for fiscal years beginning after
December 15, 2001 with earlier application encouraged. Implementation of SFAS
No. 144 will not have a material effect on the Company's results of operations
or financial position.

FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying value of certain financial instruments, including accounts
receivable, accounts payable and accrued expenses approximates fair value due to
their short maturities. Based on borrowing rates currently available for loans
with similar terms, the carrying values of notes payable approximates the fair
values.



(2)  RELATED PARTY TRANSACTIONS

         The following transactions took place between the Company and related
parties during the three month period ended December 31, 2002:

         On December 27, 2002, the Company received a loan from Coit Tower
Realty in the amount of $100,000. This note was secured by certain receivables
of the Company. The Company's Chairman of the Board, C. Allen Wall, manages Coit
Tower Realty. The note payable bears an interest rate of 12.0% per annum. C.
Allen Wall has been Chairman since March 2002.



(3)   EQUITY TRANSACTIONS

COMMON STOCK TRANSACTIONS

         Effective December 10, 2001, the Company concluded the sale of its
common shares through a private placement offering. The Company sold 11,904,761
shares of unregistered, restricted common stock for $1,000,000, completing the
full offering. The shares were issued at a price of $0.084 per share, which was
at a discount from the market price. Under this private placement offering, the
Company sold 2,976,189 of these shares to related parties, which include members
of the Board of Directors and their relatives. Additionally, Dr. C. Allen Wall
purchased 6,378,576 shares and became a member of the Board of Directors. Dr.
Wall was elected as Chairman of the Board on March 6, 2002.

STOCK OPTIONS

         During the period October to December 31, 2002, the Company issued
incentive stock options to its employees allowing them to purchase up to 50,000
shares of common stock. The exercise price is equivalent to the market price on
the date of the grant. The exercise period for the options is for 10 years from
the date of the grant, and the options vest equally over a 4-year period.


                                       10


<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 December 31, 2002 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 January 14, 2003.

         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 for
interpreting the 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.

         The AccuImage software was conceived and developed on the same hardware
platform that it is now distributed on: standard, high-performance, low cost
personal computer ("PC") workstations running the Windows operating system from
Microsoft. The software interfaces with various medical imaging modalities via
the standard medical imaging DICOM protocol and uses the Internet and standard
PC networks for subsequent distribution of images and post-processed results.
Through this combination of standard underlying products and protocols,
AccuImage is able to offer to physicians cost-effective, easy-to-use yet
powerful visualization, analysis and laborsaving tools for everyday use.

         The Company markets its products to radiology departments, imaging
centers and original equipment manufacturers of diagnostic imaging systems
through a direct sales force, non-exclusive distributors in the United States
and independent distributors in international markets.

REVENUE

         For the quarter ended December 31, 2002, revenue decreased by $1,450
over the same period in 2001. Sales for this quarter to GE/Imatron Inc.
decreased by $390,524 to $50,920, compared to $441,444 for the same period in
2001. Approximately $615,880 in sales to AmeriScan were recognized in the
quarter ended December 31, 2002. This represented 82.6% of the December 31, 2002
quarter's revenues.

GROSS PROFIT

         For the three months ended December 31, 2002, gross profit on sales
decreased to $559,627, or 75.1%, compared with $669,847, or 89.7% for the same
period in 2001.

SALES AND MARKETING

         The Company's sales and marketing expenses for the quarter ended
December 31, 2002 were $298,914 compared with expenses of $159,357 for the same
quarter in fiscal year 2001. This increase of $139,557 was due primarily to the
increase in sales people from three to six, and the related increased travel and
entertainment expenses.


                                       11


<PAGE>


RESEARCH AND DEVELOPMENT

         The Company spent $329,237 on research and development (R&D) activities
during the quarter ended December 31, 2002 compared with $249,879 for the
quarter ended December 31, 2001. This increase is due primarily to an increase
in salary and related expenses from additional R&D staff over the prior quarter.
The Company does not intend to reduce its research and development effort since
maintenance of a competitive position in the marketplace where the Company
operates requires constant improvement and high-level development of the
Company's software products.

OPERATIONAL AND ADMINISTRATIVE

          Operational and administrative expenses were $316,442 for the quarter
ended December 31, 2002, which compares with $373,956 for the same quarter in
the previous year. This decrease, of $57,514, is primarily due to reduced office
rental expenses and legal expenses.

RESULTS OF OPERATIONS

         Revenues decreased slightly by $1,450, to $745,283, for the quarter
ended December 31, 2002 over the same quarter ended December 31, 2001. Expenses
increased by $161,401, to $945,393, over the same quarter, prior year, primarily
due to increased sales people and their related travel expenses of $67,735, and
other legal expenses, of approximately $40,000.

         This resulted in a net operating loss of ($385,766) for the three
months ending December 31, 2002, or $271,621 greater than the net operating loss
of ($114,145) for the same period in fiscal year 2001. This was primarily due to
an increase in operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

         In the quarter ending December 31, 2002, the Company generated an
operating loss of $385,766 due to increased operating expenses. On December 31,
2002, the Company had $283,727 in cash and net accounts receivable of $113,881.
Working capital for the period ended December 31, 2002 equaled a deficit of
$(87,646) compared with $298,183 for the period ended September 30, 2002. The
current ratio for the period ended December 31, 2002 was 0.87 compared to 1.67
for the period ended September 30, 2002.

         During the quarter ending June 30, 2002, the Company invested
approximately $6,134 to acquire primarily computer equipment and tradeshow
display units.

         The Company anticipates that cash requirements for the remainder of the
fiscal year will be met by a combination of existing cash on hand, operational
income, and financing.

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 first quarter of fiscal year 2002, the Company's share price
experienced some price decline and volatility compared to the same period in the
prior fiscal year. 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,


                                       12


<PAGE>


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.

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 and as disclosed in the
Company's other filings with the Security and Exchange Commission. 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.

PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

         None

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

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit  Description
_______  ___________

  99     Certification of Periodic Report


                                   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.

February 26, 2003

                                               By:  /s/  LEON KAUFMAN
                                                   _____________________________
                                                         Leon Kaufman
                                                         Chief Executive Officer


                                       13