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

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

                                   FORM 10-QSB/A

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

                For the quarterly period ended December 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  10,981,534
shares of common stock,  par value $.001,  as of December 20, 2000. No shares of
preferred stock are outstanding.

Transitional Small Business Disclosure Format:

                                 Yes          No      X
                                    ------         ------


<PAGE>



                           ACCUIMAGE DIAGNOSTICS CORP.

                                   Form 10-QSB/A
                                December 31, 2000

TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.................................................3

                Balance Sheets as of December 31, 2000 (unaudited) and
                   September 30, 2000 ........................................3

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

                Statements of Cash Flow (unaudited) for the Three Months
                   Ended December 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 ...............................................9

Item 6.  Exhibits and Reports on Form 8-K.....................................9


Signature.....................................................................9




<PAGE>






PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                           ACCUIMAGE DIAGNOSTICS CORP.
                                 BALANCE SHEETS
         DECEMBER 31, 2000 (UNAUDITED) AND SEPTEMBER 30, 2000 (AUDITED)

<TABLE>
<CAPTION>


ASSETS                                                                       December 31, 2000    September 30, 2000
Current Assets                                                                  (UNAUDITED)          (AUDITED)
                                                                             -----------------     ------------------

<S>                                                                              <C>                 <C>
            Cash                                                                 $511,805            $702,903
            Accounts Receivable Net of Allowance                                  411,259             499,141
            Less Allowance for Doubtful accounts
            Other receivable  (ShortTerm)                                          73,148                -
            Inventory                                                              73,685             101,893
            Prepaid Rent                                                            8,048               3,648
                                                                             -----------------------------------------
Total Current Assets                                                            1,077,946           1,307,585

Property and Equipment                                                             52,159              52,015

Other Assets
            Security Deposits                                                      12,051              11,711
            Trade receivable-non-current                                            5,688              11,375
            Intangible Assets, net                                                 40,945              44,603
            Goodwill                                                              618,140             618,140
            Acc. Amort-Goodwill                                                  (200,903)           (185,449)
                                                                             -----------------------------------------
Total Other Assets                                                              $ 475,921          $  500,380

            TOTAL ASSETS                                                        $1,606,026         $1,859,980
                                                                             =========================================

LIABILITIES AND STOCKHOLDERS' EQUITY                                         December 31, 2000   September, 30 2000
Current Liabilities

            Accounts Payable                                                     $ 64,172           $ 137,995
            Product Warranty Reserve                                              225,000             246,785
            Sales Tax Payable                                                       3,460               3,282
            Wages & Payroll taxes Payable                                          44,921              17,510
            Other Accrued Expenses                                                 27,394               2,400
            Accured Vacation                                                       21,828              23,351
                                                                             -----------------------------------------

Total Current Liabilities                                                         386,775              430,963

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 Authorized:                           10,982               10,982
10,981,534 shares & 9,748,200 shares issued and outstanding on
December 31, 2000 and December 31, 1999 respectively



Paid-In-Capital                                                                   2,443, 470           2,443,470
Accumulated Earnings (Deficit)                                                    (1,235,202)         (1,025,435)
                                                                             -----------------------------------------
Total Stockholder's Equity                                                         1,219,250           1,429,017

            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $1,606,026          $1,859,980
                                                                             =========================================
</TABLE>
   The accompanying notes are an integral part of these financial statements



<PAGE>



                           ACCUIMAGE DIAGNOSTICS CORP
                      STATEMENTS OF OPERATIONS (UNAUDITED)
              FOR THE PERIOD OCTOBER 1, 2000 TO DECEMBER 31, 2000
            AND FOR THE PERIOD OCTOBER 1, 1999 TO DECEMBER 31, 1999


                                                            December 31,
                                                         2000          1999
                                                         ----          ----

TOTAL REVENUES                                         $453,238     $ 875,461

COST OF GOODS SOLD                                      130,748       527,537
                                                    ----------------------------

GROSS PROFIT                                            322,490       347,924

SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES
Sales and Marketing                                     122,037        69,685
General and Administrative                              282,037       176,151
Research and Development                                133,163        58,942
                                                   -----------------------------
TOTAL SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES                                                537,237       304,778

OPERATING INCOME (LOSS)                                (214,747)       43,146
                                                    ----------------------------

OTHER INCOME AND EXPENSES
           Interest Income                               (7,171)        (954)
           Other Income                                    -            (200)
           Franchise and Other Taxes                      2,191           -
                                                    ----------------------------

TOTAL OTHER INCOME AND EXPENSES                          (4,980)       (1,154)
                                                    ----------------------------

NET INCOME (LOSS)                                    $ (209,767)      $ 44,300
                                                    ============================

INCOME (LOSS) PER SHARE-BASIC                          ($0.019)      ($0.005)

INCOME (LOSS) PER SHARE-DILUTED                        ($0.019)      ($0.004)


Weighted Average Shares Outstanding
                                            Basic     10,981,534     9,748,200
                                            Diluted   11,264,123    10,196,008


    The accompanying notes are an integral part of these financial statements


<PAGE>


                           ACCUIMAGE DIAGNOSTICS CORP
                       STATEMENTS OF CASH FLOW (UNAUDITED)
               FOR THE PERIOD OCTOBER 1, 2000 TO DECEMBER 31, 2000
            and THE PERIOD FROM OCTOBER 01, 1999 TO DECEMBER 31, 1999

<TABLE>
<CAPTION>

                                                                            December 31,    December 31,
                                                                                2000            1999
                                                                                ----            ----

Cash Flows from Operating Activities
<S>                                                                         <C>               <C>
            Net Cash used by Operating Activities:                          $ (112,526)       $ 136,581
                                                                          ----------------------------------


Cash Flow from Investing Activities:
            Investment in Property and Equipment                              (78,572)            -
                                                                          ----------------------------------

            Net Cash Provided (Used) by Investing Activities                  (78,572)            -
                                                                          ----------------------------------

Cash Flow From Financing Activities:
            Proceeds from Short-Term Debt                                        -                -
            Repayment of Short-Term Debt                                         -                -
            Proceeds from sales of Stock                                         -                -
                                                                                 -                -

            Net Cash Provided (Used) by Financing Activities                     -                -
                                                                          ----------------------------------

Increase (Decrease) in Cash                                                  (191,098)         136,581

Cash Balance at beginning of period                                           702,903           34,201
                                                                          ----------------------------------

Cash balance at end of period                                              $  511,805         $170,782
                                                                          ==================================


Supplemental Disclosure:
            Interest Paid                                                      $0              $0
            Income Taxes-Franchise tax                                       $4,111            $0
            Compensation paid in shares (Non-Cash)                             $0              $0

</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 December 31,
2000, the results of its operations for the three months ended December 31, 2000
and the cash flow for three  months  ending  December  31,  2000;  and  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, 2000 Form 10-KSB. The results of
operations  for the three  months ended  December  31, 2000 are not  necessarily
indicative  of the results of operations to be expected for the full fiscal year
ending September 30, 2001.

(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 December 31, 2000 and 1999 are as follows:

                                             2000                       1999
                                            -------                   --------
         Current tax expense
                  Federal                   $   0                     $   0
                  State                       200                       200
                                           --------                  ---------
                                              200                       200

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

         Provision for income taxes         $  200                    $ 200
                                           =========                  ========


     At September 30, 2000, the Company has approximately $839,514 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.





<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, 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 December 29, 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 for
interpretation of 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  December 31,  2000,  revenue  decreased  48% to
$453,238  compared with  $875,461 in 1999.  Significantly higher sales in the
first quarter of the previous year ending December 31, 1999 are attributed to
previous contract obligations lasting until year-end.  Those contract
obligations resulted in product being delivered with no profit margin and an
extraordinary higher than expected first quarter results.  This also resulted in
a significantly higher cost of goods sold as a percentage of sales in the first
quarter ending December 31, 1999.

Gross Profit
------------

     For the three months ended December 31, 2000 gross profit on sales
decreased 7.3% to $322,490 compared with $347,924 in 1999.  This quarter marked
a transition for the Company with the departure of the previous Chief Executive
Officer who resigned effective December 6, 2000.

Gross Margin
------------

     The gross margin percentage for the quarter was 71% compared to 40% for the
same period in 1999.  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,  along with being able to negotiate  better  discounts with vendors now
that the Company has a record of greater purchasing volumes.

Sales and Marketing
-------------------

     The Company's  sales and marketing  expenses for the quarter were $122,037;
compared with expenses of $69,685 for the same quarter in 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 $133,163 on research and  development  activities  during
the  quarter,  which  compares  with  $58,942 for the same  quarter in the prior
fiscal  year.  The Company  anticipates  that  software  development  costs will
increase  as the  Company  continues  its  recruitment  of  additional  software
development  expertise.  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  $282,037 for the quarter,
which  compares  with  $176,151 for the same quarter in the previous  year.  The
increase  is partly  driven by an increase in staff;  with the  majority  due to
increased sales activity, bonus payments, and the operational, manufacturing and
support the increase in activity requires. The Company believes that operational
and  administrative  costs  will  increase  in  the  future  if the  Company  is
successful  in its efforts to recruit  additional  staff and continue to develop
its  capabilities  in this area.  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
---------------------

     Increased expenses for sales, marketing, operations and administration, and
cost of good  sold;  along  with lower than  expected  revenues  resulted  in an
operating  loss of  ($214,747)  for the three  months  ending  December 31, 2000
compared  to an  operating  profit of $43,146  for the same  period in the prior
fiscal year.

Liquidity and Capital Resources
-------------------------------

     In the quarter ending December 31, 2000, the Company generated an operating
loss of  ($214,747).  On December 31, 2000, the Company had $511,805 in cash and
accounts receivable of $411,259. Accounts payable totaled $64,172.

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

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 2001, the Company's share price
experienced relative price stability.  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.
----------------

     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.

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

          None.

Item 6   Exhibits And Reports On Form 8-K

         (a)      Exhibits:

                  No.  27 - Financial Data Schedule as of December 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.

March 29, 2001                      By:  /s/  Douglas P. Boyd
                                          -------------------------------
                                           Douglas P. Boyd
                                           Chairman of the Board of Directors