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             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
	        	Washington, D.C. 20549

                            FORM 10-SB

                    Universal Healthcare Management Systems, Inc.
        -------------------------------------------------------------
           (Name of Small Business Issuer in its Charter)

           State of Florida	                           01-0626963
---------------------------- 	            ---------------------------
(State or other jurisdiction of 		(I.R.S. Employer Identification
   incorporation or organization)                No.

         80 S.W. 8th Street, Suite 2000, Miami Florida 33130
      -----------------------------------------------------------------
 (Address of principal executive offices)			    (Zip Code)

Issuer's telephone number: (905) 731-0189

Securities to be registered under Section 12(b) of the Act:

	Title of each class     	Name of each exchange on which
	to be so registered		Each class to be registered

	None						None
--------------------               ------------------------

Securities to be registered under Section 12(g) of the Act:

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

Copies of Communications Sent to:
Marvin N. Winick
14 Pico Crescent
Thornhill, Ontario L4J 8P4
Tel: (905) 731-0189 - Fax: (905) 764-3049

















PART I

Item 1.		Description of Business

General

     Universal Healthcare Management Systems, Inc. (the Company)was organized
under the laws of the State of Florida on December 26, 2001.  Before this
Company came into existence, a predecessor company had been incorporated
Under the name of Oncology Care and Wellness Center, Inc. (Oncology) on
September 24, 2001 and commenced conducting business and receiving monies from
investors in order to develop its prime business objectives.  In May 2002,
Oncology effectively shut down its operations and transferred its assets and
liabilities to the Company.

    The Company expects to develop its business over a number of years with
the first phase as called by the Company taking approximately 10 months to
complete.

Phase One:  Medical Center - Radiation Therapy     The immediate short-range
goal of our company is to develop and expand By completing the acquisition and
construction of a medical facility in Hialeah, FL, which would be in close
proximity to Hialeah Hospital.  It will be the only total oncology care medical
center within a 5-mile radius, covering a population of more than one million
people.


     The facility will begin with one state-of-the-art IMRT linear
accelerator, including imaging computer and peripheral equipment.  When patient
throughput reaches about 40 to 50 patients daily, which is anticipated to be
within the first few months of start-up, a second vault should be constructed to
add an addition linear accelerator, as described in the Second Phase(see below)
Contracts are to be written and negotiated with Varian Associates or Elekta
on a partnering type of relationship to supply the equipment on a lease purchase
option and/or purchase basis.

     A vast majority of all cancer patients are treated with radiation from a
linear accelerator and there are more than a thousand of these million dollar
machines in the United States.  Simply stated, radiation is directed to the
tumor in the pattern of a rectangle.  Unfortunately, tumors do not have
straight edges and vary in thickness.  Consequently, the radiation not only
burns and kills malignant cells, but is indiscriminant and destroys healthy ones
at the same time.  Fortunately, science has recently improved upon conventional
radiation and has produced the IMRT (intensity modulated radiation therapy)
linear accelerator.  This state-of-the-art equipment radiates in a 3-D
(three dimensional) pattern to the exact shape of the tumor, both
horizontally and to the vertical variations in thickness.  This gives the
radiation oncologist the ability to destroy cancer cells only, leading the
patient to a much quicker and more effective therapy with less side effects.

     The name Universal Healthcare Management Systems shall serve a dual
purpose; first as the parent corporation of several wholly owned
subsidiaries, and secondly as the name proudly displayed and associated with our
facility. The complex will be known as the Universal Healthcare Management
Systems Medical Center.  Our goal is to have this building become the first of a
nationwide chain of health and wellness medical centers dedicated to
alleviating the pain, suffering and death caused by cancer, and other
debilitating diseases, including the decay of a person's immune system.  To
this end, each center needs to have full diagnostic and screening abilities,
coupled with preventative care and maintenance through progressive modern
medicine.


Medical Center - Brachytherapy and Chemotherapy:

	Although cancer treatment by radiation exposure is highly profitable
And growth is  anticipated to be exponential for the next several years, it is
Only a part of our overall program and  Business Plan.  Oncology will be one of
several divisions within our medical operations, and functionally will operate
under the name of Oncology Care and Wellness Center.  It is our goal to not
only treat cancer patients with radiation, brachytherapy, and chemotherapy, but
also with other new methods or modalities as they become accepted, and to have
our own oncological medical team present at all medical centers.  Shortly after
the first linear accelerator starts treating patients, these other methods of
cancer treatment should be instituted.

	As of this writing, the method of choice for treating cancers such as
The leukemias and lymphomas is still chemotherapy.  Approximately 25% of the
Cancer patients that undergo radiation therapy will also receive chemotherapy.
Therefore, it is anticipated that around 20 to 25 persons a day would be
Treated with multi-agent chemotherapy by our medical oncologist.

     Although brachytherapy, also known as high dose rate brachytherapy, has
been around for  more than 20 years, it is just starting to become the
treatment of choice, especially for prostate, breast and lung cancer.  Several
urologists are now recommending this as the modality for treating their
patients.  Research indicates that brachytherapy can be as effective as
conventional radiation therapy, has less side effects and is less costly,
especially since the initial investment is only a few  hundred thousand dollars.

Medical Center - Mental Therapy:

	Cancer is the second leading cause of death in the United States, and
At the rate that it is growing; it may soon take over first position.  Unlike a
fatal heart attack, cancer is a disease that slowly and methodically
deteriorates a person's body.  Not only may the victim suffer, but also
family, friends and other loved ones, may endure a type of mental anguish
that is pure psychological torture.  How do parents prepare themselves to watch
their child slowly die from a brain tumor'  How does a spouse watch their
partner suffer the ravages of lung cancer'  Just, who is the real victim'  A
disease such as cancer has many victims, none of whom are prepared to deal with
its reality.

       The name Oncology Care and Wellness Center was carefully chosen.  Care
needs to be provided for the family and friends surrounding the patient as
well, for they are equally victims of this dreaded disease, and sometimes suffer
more than the patient.  To this end, it is our intention to have highly
qualified personnel to counsel the patients and their loved ones on how to cope
with the mental pain and anguish caused by the frightening diagnosis, 'You have
cancer.'  It is our goal that patients and their loved ones maintain the
highest quality of life possible while under our care and thereafter.

       Whether Medicare and insurance companies pay for this much needed form of
therapeutic counseling or not, it needs to be unconditionally available for
the patient and the patient's family and friends.  Insurance carriers have all
but destroyed the doctor patient relationship.  Most HMOs will not allow a
physician to spend more than 15 minutes with a patient.  Management will not
tolerate this blatant erosion of the medical profession.  Research has
unequivocally shown that a positive mental attitude hastens the healing and
recovery process of all patients, cancer or otherwise.  There is enough profit
generated by mainstream cancer therapy to afford this psychotherapy without time
restrictions and without being reimbursed.  Sometimes the will to survive is
more effective than the medicine itself.

	If one were to observe the facial expressions and mannerisms of the
Staff in a typical medical clinic or hospital, they would be seen running the
Gamut from austere to expressionless.  This 'seriousness' cannot be tolerated in
Our medical centers.  Cancer patients are well aware that they have a deadly
Disease and that they may not survive.  It would be an inconsistency with
Management's philosophy to allow this attitude.  Regardless of their position,
every  employee of Oncology Care and Wellness Center should be instructed in the
importance of a smiling face and courteous person, and that is a prerequisite to
remaining employed.  A happy and positive attitude is contagious and will effect
other personnel, but particularly the patients, who could do without
negativism.A lot of thought and consideration was used when making 'Care' and
'Wellness'
Part of the corporate name.  It is Management's firm belief that the personal
relationship that existed years ago between the physician and the patient,
coupled with genuine 'Care' and therapy, will lead to the overall 'Wellness'
of the patient.

       There is another phase of psychotherapy that is customarily overlooked,
that is, the fact that many cancer patients lose their hair.  Chemotherapy
drugs attack rapidly growing cells, and hair and nails grow quickly.  If a
patient so chooses, before undergoing therapy, we will take them to a hair
expert that will duplicate their hair as a wig.  If this helps build the
confidence of the patient, or just makes them feel better, then the effort is
well worth the expense.

Medical Center - Alternative Medicine:

	The majority of cancer patients that go into remission or appear to
Have been cured, get the cancer back eventually, and usually its more aggressive
When it reoccurs.  Curiously, once the patient is diagnosed as cured or being in
remission, he is usually dismissed, especially since the insurance carrier
considers him a financial risk.  Peculiarly, one would assume that the
insurance company would do everything in their power to keep that person
healthy, as cancer therapy is expensive, but that is not the concern of the
insurance company.

	This is where alternative medicine coordinates all the efforts and
objectives of Universal Healthcare Management Systems.  By definition
alternative means optional, substitute, another, etc. and that's exactly what
it means for the medical industry, in other words, a different method of
treatment other than surgery, chemical drugs, etc.  Actually, alternative
medicine is what all physicians practiced for thousands of years until the 20th
Century revolution of patented chemical drugs.  Some of these drugs are truly
lifesavers, but far too many are dangerous.  Considering the billions of
dollars of revenue generated by drugs, the pharmaceutical manufacturers
disregard the fact that they kill over 100,000 people annually and are the third
or fourth leading cause of death.

	The anti-platelet drug called clopidogrel (brand name of Plavix) is
often prescribed to patients who recently had a heart attack or stroke, but now
statistics show that it may cause a serious disease known as thrombocytopenic
purpura having symptoms like angina or altered mental status, which may be
dismissed as normal manifestations of cardiovascular disease or age.
Etenercept (brand name of Enbrel) was approved to treat rheumatoid arthritis and
is also being used to treat Crohn's disease, although FDA did not approve it for
that use, but recent studies show that it may cause diseases such as multiple
sclerosis and Guillain-Barre syndrome.  Quinolones, a class of antibiotics
that includes Cipro, Norfloxacin, and Floxin, often used to treat bacterial
infections has data showing that it can cause agitation, confusion, delirium,
and a side effect of tendonitis so severe that it leads to tendon rupture.

       COX-2 inhibitors, like the much-advertised Vioxx and Celebrex, have
its share of side effects.  Thiazolidinediones are a new drug class that help
improve glycemic control in Type II diabetes patients, but one of the first
drugs in this class, troglitazone, was withdrawn from the market in March of
2000 because it was linked with 61 liver failure deaths and seven liver
transplants.  Abacavir (brand name of Ziagen) is a drug used to treat
infection with HIV, the virus believed to cause AIDS, but since its approval in
1998, there have been many reports of severe allergic reaction to the drug.  FDA
maintains a website, http://www.fda.gov/medwatch/, which can inform you of many
of these very adverse side effects.

        Alternative medicine physicians will prescribe drugs, but only when
there is no natural therapy available that will suffice.  Whereas, mainstream
medicine uses drugs as a method of first choice, alternative medicine uses
drugs only as a last resort.  Furthermore, there are certain types of cancer
that have been cured or put into remission without surgery, drugs or radiation.
Management is not suggesting or implying that a patient should be treated with
Alternative methods first, and if they fail, then conventional therapy.  Cancer
cells mutate rapidly, and if alternative methods  fail, there may be
insufficient time to help the victim.  The decision for the modality of
treatment shall be by the patient and the referring physician.

       However, one can have the best of both worlds, and go one step
further. There are no guarantees that conventional or alternative therapy will
be successful.  Management does suggest that patients receive the benefit of
both therapies.  Chemotherapy and radiation do have side effects, a major one
being the weakening of the immune system.  Alternative medicine will see that
the patient is receiving proper nutrition, minerals, vitamins, herbs, etc. and
may have the patient undergo other modalities such as hyperbaric oxygen therapy,
blood photoluminescence, chelation, etc.  Dr. Susan Reynolds has agreed to head
our integrative medicine subsidiary

       Although the combination of therapies should be more effective than an
individual therapy, more than 90% of all cancer patients are treated with
surgery, chemotherapy, radiation, or a combination thereof.  Most important
is what happens to the patient once therapy is finished.  We have no intentions
of wantonly dismissing the patient, because once diagnosed with cancer, his
wellness is our life-long commitment.  This is where alternative medicine
shines its best - giving the patient sufficient care so that cancer never has to
be reconciled with again.  At some point in time the patients bodily functions
stopped performing long enough for free radicals to get the upper hand and
start the growth of cancerous cells.  Alternative medicine seeks to correct that
deficiency and prevent it in the future.  This is the true meaning of 'Care'
and 'Wellness.'


Medical Center - Diagnostics and Screening:

        A lot of research has been conducted regarding mammography
Representing that the procedure does not save a women's life.  The studies
indicated that tumors large enough to be detected by mammography have been
growing in the body for a decade or more, which certainly cannot be called
screening for early detection.  The study called into question the entire theory
on which mammography is based, that is, if you can catch a tumor when it is
still too small to be felt, you have a chance for successful treatment.
According to these researchers, the data from decades of widespread mammography
Contradict that philosophy.  Not only this, but mammography can be painful and
cause a host of other problems.

       Accordingly, Oncology Care and Wellness Center should institute
Screening modalities such as the use of a cancer screening method that has been
around for 30 years, but not widely used.  It's called digital infrared imaging
(DII), or thermography, and uses infrared cameras to detect patterns of
temperature change in tissue, which may allow you to catch cancer cells at work
before a tumor even forms.  Pre-cancerous cells begin to form up to 10 years
before a tumor can be detected by a mammogram.

       Neoangiogenesis is the process through which cancer cells develop a
network of blood vessels necessary for their growth.  This oncological
principle is responsible for the development of a new class of cancer drugs
called anti-angiogenesis agents, which are designed to stop cancer's food supply
by blocking the development of new blood vessels.  However, until a cancerous
tumor is present, a doctor would not know to prescribe these drugs, but with
digital infrared imaging a physician is able to get this real early warning.

       Even though the process is simple, the sophisticated imaging procedure
can detect ever so slight changes in temperature in different areas of breast
tissue.  Abnormal biochemical and blood vessel activity are indicated by
higher temperatures, which may indicate pre-cancerous growth.  An abnormal DII
breast screening would most likely be followed by another imaging procedure such
as ultrasound, MRI, or perhaps mammography, because DII cannot locate the exact
position of cancerous cells or establish if a mass is present. Unfortunately,
the follow-up procedure may not detect anything because the cancer has not
developed enough to be seen with any of those instruments.

       Consequently, the unique beauty and use of this screening procedure is
that when a woman has an abnormal infrared breast image with no detectable
mass, she has been warned, perhaps several years in advance, of an
impending danger. Hopefully, this will give her enough time to thwart off the
development of cancer by changing her lifestyles and boosting her immune system,
coupled with routine medical exams.  Breast thermography typically costs between
 $150 and $175, which is similar to the cost of mammography, but holds so much
more promise for detecting cancer development.

       One of the least known methods of cancer screening is called the Anti-
Malignan Antibody in Serum test (AMAS), which was first discovered in the mid
1980s.  Malignan is a peptide found in people with a wide range of cancers.
A person's body will detect the presence of this peptide if the anti-malignan
antibody is present in their blood and will launch an immune response against
it.  Clinical studies have shown that the AMAS test is up to 95 percent
accurate with the first reading, and up to 99% accurate after two readings.

       The AMAS test demonstrated astonishing accuracy in a study at Beth
Israel Hospital in New York.  A group of 125 people participated, and the test
Was positive for 21 people who were later confirmed to have cancer, while it was
negative for 97 people who showed no signs of cancer. Although the other seven
people had positive readings on the AMAS test, they showed no signs of cancer.
However, the study noted that all were symptomatic because they had a family
history of cancer, which indicated that the AMAS test might have detected a
problem that conventional screening methods could not find.

       The AMAS test can be used to detect any type of cancer.  Unfortunately, a
positive reading indicates that there are cancerous cells present, but it
cannot specify the type or the location.  However, AMAS is an excellent
alternative for routine screening.  With such a high rate of accuracy, a
negative AMAS test indicates that a mammogram or other screening procedure is
not necessary.  Since a positive reading would have to be followed by additional
tests, the lack of specificity is not necessarily a problem.  Since antibody
failure often occurs late in malignancy, elevated antibody is then no longer
available as evidence of the presence of antigen and therefore, late in the
disease, the AMAS test cannot be used as a diagnostic aid, but may be useful for
monitoring. The analysis costs $135 (not including extra lab fees or shipping
costs), and the test is Medicare approved.

       Before and after treatment by radiation, a patient must be scanned by
computer tomography (CT) to determine the curative procedures, treatment
program, and effectiveness, as is also the case with most other modalities.
This necessitates that we should have our own CT scanner and computer system.

       The aforementioned screening tests and others that will be implemented
require imaging of the body to detect the exact location and size of the
tumor, especially a positive result from the AMAS test.  Therefore, as an
integral necessity for total cancer care, a complete and comprehensive
diagnostic and screening center, including a full body scanner, PET scanner,
gamma knife, various screening equipment, X-Ray, etc. are to be employed.  Our
objective is to have all area physicians desiring to send their patients to us
for any diagnostic or screening purpose, and if cancer is detected, to treat it
efficiently, effectively and with care


Medical Center - Exercise:

	The benefits of exercise have been touted by every means of communication
for the past millennia.  Gymnasiums and exercise centers are filled with people,
but mostly healthy men and women that want to stay fit.  It's ironic that the
sicker people are, the less they exercise; yet they need it the most.  Cancer
patients need moderate resistance and aerobic exercise.  They need it to
help give them the strength to fight the disease and to stimulate their bodily
functions.

	Most cancer patients will tell you that they are too weak to exercise,
they cannot drive to a gym or afford the membership, or will be embarrassed
exercising in a public place in their condition.  No more excuses - our plans
call for an exercise room to be incorporated with our building and managed by
a fitness therapist, who will be able to develop exercise programs tailored to
individual needs.  This benefit will be at no expense to the patients as long
as they remain under our care and supervision.  Furthermore, all of our
employees will be encouraged to use the gym on a regular basis.

ITEM 2:		PLAN OF OPERATION

        The Company is a start up company with no revenues at this time.  The
Company has already raised approximately $ 800,000 through its wholly owned
Subsidiary Oncology & Wellness and has approximately 85 shareholders.

	The Company has approximately $ 120,000 in its bank account as of June
30, 2002 and has approximately $ 166,000 in deposits with the Company's
attorney. The funds held at the attorney are to be used for a proposed purchase
of a parcel of land.

	The Company is desirous of purchasing a parcel of land in Hialeah, Florida
in order to construct a 15,000 square foot medical facility.  The cost
of the land will be 1.25 million dollars and the cost to complete construction
is estimated to be 1.75 million dollars.  The Company will also need to purchase
one state-of-the-art IMRT linear accelerator, costing approximately 2.5
million dollars including imaging, computer and peripheral equipment.

	The Company will need to raise approximately 2.5 million dollars.  The
balance of 3 million dollars is expected to be financed by way of a mortgage
on the assets of the Company.

	If financing is not available, the Company will also be looking at
other methods of financing i.e. equipment leasing, leasing of an existing
facility or a combination of purchase and leasing, depending on the amount of
equity to be raised.

	It will take approximately 4 months to build the facility after financing
has been arranged.


ITEM 3:		DESCRIPTION OF PROPERTY

	The Company has entered into a lease in the form of a license agreement
with Corporate Executive Suites West, Inc. to occupy offices at 20283 State Road
7, Suite 213, Boca Raton, Florida.  The occupancy cost is $ 3,900.00 plus any
taxes  commencing July 1, 2002 and running until July 31, 2003.  The agreement
will automatically renew for intervals of six months in the event the Company
does not notify the licensor of the Company's intention to vacate.

ITEM 4:		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

	The following table sets forth, as of June 30, 2002, persons or groups who
are known by the Company to own than five percent (5%) of its common stock, and
also sets forth, as of that same date, common stock ownership by directors and
executive officers of the Company.  Other than as noted below, management knows
of no persons or group that owns more than five percent (5%) of the outstanding
shares of the Company's common stock.








<TABLE>
<CAPTION>

NAME AND ADDRESS OF          AMOUNT AND NATURE OF       PERCENT OF
BENEFICIAL OWNER              BENEFICIAL OWNERSHIP       OWNERSHIP

<S>                              <C>                       <C>
Edward R. Annis, M.D             26,667  common             1.7%
422 N. E. 93rd Street
Miami Shores, Florida 33138

J. Martin Barrash, M.D          210,000  common            13.2%
7515 S. Main, Ste 220
Houston, Texas 77030

G. Stephen Brown, M.D.           10,000  common              .6%
23377 Sans Souce Dr.
McDaniel, MD 21647

E. Mark Haacke, Ph.D             20,000  common             1.2%
609 Winchester Cres.
Sarnia, Ontario N7S 4R1

Kenneth N. Hankin               510,000  common            32.1%
14614 S.W. 174 Terrace
Miami, Florida 33177

Dr. Daniel K. Kido
6176 Canyon Estates Crt.
Riverside, CA 92506

William S. Kubricht, Jr.         10,000  common              .6%
7603 Fondren Road
Houston, Texas 77074

Ardie R. Nickel                 110,000  common             6.9%
1660 N. W. 94 Avenue
Plantation, Florida
33322

Dr. Arthur T. Porter
12251 Jacoby Road
Milford, MI 48380

Dr. Susan F. Reynolds Ph. D.
652 Jacon Way
Pacific Palisades, CA 90272

William J. Walker, Jr., Ph.D     10,000  common              .6%
11928 Ropp Lane
Lovettsville, VA 20180


All Directors and Executive
Officers as a Group             906,667                      56.9%

</TABLE>
ITEM 5:		DIRECTORS AND EXECUTIVE OFFICERS, PROMOTORS AND
                  CONTROL PERSONS

	The Board of Directors of the Company is currently composed of eleven (11)
members, each of whom serves for a term of not less that 3 years. Every 3 years,
4 board members are replaced with new members who will then serve for a minimum
of 3 years.
<TABLE>	Name                        Age     Position

      <S>                          <C>    <C>
	Edward R. Annis, M.D.		89	Director, Physical Relations

	J. Martin Barrash, M.D.		61	Director, Medical Compliance

	G. Stephen Brown, M.D.		64	Director, Radiation and Oncology Care

	E. Mark Haacke, Ph.D.		51	Director, Diagnostics and Imaging
							Development

	Daniel K. Kido, MD		63	Director, Diagnostics and Imaging
							Development

	Kenneth N. Hankin			59	Director, Chairman of the Board, CEO

      William S. Kubricht, Jr.	72	Director, Center Development

	Ardie R. Nickel			61	Director, Scientific and Medical
                                          Development

	Arthur T. Porter MD, MBA	46	Director, Hospital Relations

	Susan F. Reynolds MD, PH.D.	53	Director, Human Resources and
							Integrative Medicine

     William J. Walker, Jr., Ph.D.	66	Director, Physics and Treatment
                                          Planning
</TABLE>

       EDWARD R. ANNIS, M.D. is a world-renowned general surgeon and currently
serves as  the Director of Medical Advisory Committee for the Company.  He
served concurrently as President of the American Medical Association and the
World Medical Association from 1963-1964.  The following year he served as
President of the United States Section of the International College of Surgeons.
He served as Director of the Chamber of Commerce of the United States for the
maximum of 3 terms from 1969-1975.

       His honorary awards include the prestigious Brotherhood award from the
National Council of Christians and Jews.  His civic activities include being an
active life member of Kiwanis for 30-years, Chairman of the Legislative
Committee of the Florida Medical Association for 5-years, a member of the
Advisory Committee for Cleveland Clinics, and Director of the Department of
Surgery at Mercy Hospital in Miami, FL for 10-years.

	Dr. Annis is also well known for his many appearances on national
television and radio on behalf of the American Medical Association, debating
such notables as Senators Humphrey, McNamara, Proxmire, Javits and Gore.  For
the past 25-years he has been appointed Chairman of the Florida Medical
Associations Speakers Bureau. Dr. Annis received his medical degree from
Marquette University in Milwaukee, Wisconsin in 1938

       J. MARTIN BARRASH, M.D. is a Board Certified Neurological Surgeon that
has been actively practicing neurosurgery at the Texas Medical Center in Houston
since 1972.  He was a Clinical Instructor at the University of Texas Medical
School from 1972 to 1976.  Since 1972 Dr. Barrash has been a Clinical Instructor
and Clinical Assistant Professor at Baylor College of Medicine, and from 1972
to 1985 he was Clinical Assistant Professor of Neurosurgery and Associate Chief
of Neurosurgery Service at M. D. Anderson Hospital.

       For more than 25 years he has been involved in various medical ventures,
especially in diagnostics and imaging, including; a CAT scanner started in 1976;
an MRI scanner started in 1987 that was sold to Columbia Healthcare in 1999;
an MRI scanner started in 1988 that was sold to HealthSouth in 1997; and an
MRI scanner started in 1991 that was sold to Memorial Baptist Southwest Hospital
in His healthcare undertakings further included medical real estate holdings in
outpatient surgical facilities and medical office complexes.

       Dr. Barrash's entrepreneurship extended into investments in several
shopping centers, apartment buildings and unimproved land.  In 1989 his
portfolio included ownership of many automobile dealerships, which had annual
sales in excess of $200 million when sold in 1998.

       Recently, he started a medical company, which has 3 divisions including
MRI facilities in 3 cities, lithrotripsy in 2 cities with a third one
being added, and restorative services in 2 states with a third state being
added.  He is also Chairman of the Board of MPI, a medical company in St. Louis,
Missouri. Early in 2002 he instituted the purchasing of a well-known radiation
Oncology facility in Houston, which will be managed and run by William Kubricht
and Dr. Barrash.

       G. STEPHEN BROWN, M.D. is a Professor of Radiation Oncology at the
University of Texas M.D. Anderson Cancer Center in Houston, Texas.  His
professional activities are dedicated entirely to professional peer review and
standards applications in cancer treatment.

       He received his B.A. degree in zoology from U.C.L.A. in 1959.  His M.D.
was earned at the University of Ottawa Faculty of Medicine in 1963.  After
serving a general rotating internship at Cedars-Sinai Medical Center in Los
Angeles, he began a four-year residency in radiation oncology.  The first year
was at the Cedars-Sinai Medical Center, Los Angeles, CA.  The remaining three
years were at the Penrose Cancer Hospital in Colorado Springs, CO.  The final
five months were at the Puerto Rico Nuclear Center in San Juan, PR.

      After achieving board certification in Therapeutic Radiology from the
American Board of Radiology in 1968, he entered practice at the University of
Vermont.  He served in the U. S. Army Medical Corps at the rank of Major
from1969 to 1972 where he served as chief, radiation therapy and chief, nuclear
medicine at Tripler Army Medical Center, Honolulu, HI.  He returned to the
University of Vermont and was Director of Radiation Oncology through 1977. He
was in a private practice of radiation oncology from 1977-1990 and was a
consultant to the Cancer Department of the World Health Organization from 1990-
1991. From 1992-1993 he was Associate Director, Division of Cancer Treatment,
and director of the Radiation Research Branch at the National Cancer Institute.
From 1993-1995 he served as Medical Director of Oncology Services Corporation.
Since 1995 he is the Associate Director for Radiation Oncology at the U. of
T. M.D. Anderson Cancer Center Physicians Network and Outreach Corp.
Additionally, he has been associated with the Commission on Cancer of the
American College of Surgeons from 1979 to the present.  He served on the
Approvals Committee for twelve years and chaired the Special Issues Committee
for several years, and has been a Field Staff Surveyor since 1982.

       Current responsibilities involve application of professional peer review
of all patients  initiated on courses of radiation treatment at all M.D.
Anderson Cancer Center affiliated centers and authorization responsibility for
irradiated patients in the Cancer Manager insurance program. Additionally,
through independent consultation contracts, all irradiated patients treated at
certain cancer treatment facilities are reviewed and reported concurrently. This
review is done under the title of the I.Q. (International Quality) Program. Dr.
Brown, in his role as Medical Director of Medical Development International, has
administrative directorship of a new radiation facility at Butner Federal
Hospital Facility in North Carolina (opening for patient treatment March 2002).
He is central to the development of a new private, freestanding radiation
treatment facility in Kingston, Jamaica and will perform concurrent review for
that center when opened in 2003.

       Dr. Brown has participated in numerous national cancer group studies and
served on several of the protocol development committees including RTOG, NSABP
and the Patterns of Care Study of the American College of Radiology.  He is the
author of numerous papers on cancer and a book on Cancer of the Cervix.  He is a
member of numerous oncology societies including being member of the Silver Pin
Club (25 years membership ' 1993) of the American Society of Therapeutic
Radiology and Oncology.

       KENNETH N. HANKIN currently serves as Chairman of the Board and CEO for
the Company.  Although he did some work in biomedical engineering in the 1960s,
his immersion into the healthcare profession intensified early in 2000 when he
became Chief Operating Officer and Executive Vice-President of Radiation
Centers of America, Inc. and all of its subsidiaries.

       Mr. Hankin has spent more than 30-years as an executive involved in the
management of several diverse companies.  He served as President and CEO of
Global Marketing, President and CEO of King Brand Products, President and CEO of
International Management & Trust, President and CEO of Global Finance and
Mortgage Loan, Vice-President and Director of Allied Marketing, Vice-
President of Sales of Wolfberry Advertising & Productions, and National Sales
Manager and Marketing Director of Sunwise Corp.  While serving as Chief
Operating Officer and Vice-President of Sales for Xela Corporation, Mr. Hankin
increased sales by $45 million in only 5-months.

	When he worked for the Department of Defense, he was in a highly
classified position performing administrative business related responsibilities
such as the staff management of a few hundred persons, preparation of various
budgets, contracts, purchasing, research and development, etc. for very
sophisticated electronic and computerized systems.  This position required
extensive travel throughout the world and interaction with highly diversified
groups of people.  He also worked at the University of Miami Marine Lab as an
electrical engineer and oceanographer.  Mr. Hankin served as a Past Officer of
the Institute of Electrical and Electronics Engineers, past President of the
Mineralogical and Lapidary Guild, member of the Zoological Society, the
International Bonsai Society and the International Oceanographic Foundation

	He attended the University of Florida and is degreed as a Bachelor of
Science in Electrical Engineering from the University of Miami in 1965.  Mr.
Hankin furthered his education at Georgetown University and George Washington
University while he was with the Department of Defense in Washington, D.C. and
also holds degrees in Mathematics, Oceanography, Marine Biology and a Masters in
Business Administration.

DANIEL K. KIDO, M.D. is currently a Professor of Radiology at the Loma Linda
University School of Medicine and the Chief of the Neuroradiology Section at the
Loma Linda University Medical Center in California, where he is responsible for
performance, supervision, and consultation for neuroangiograms, myelograms,
computed tomograms and magnetic resonance scans.  Prior to this he held the same
positions for 9 years at the Washington University School of Medicine in St.
Louis.  He is a prolific contributor to the medical profession as a researcher,
professor, author and educator.

	He received a Bachelor of Arts degree in 1961 from Pacific Union College
in Angwin, CA; his M.D. in 1965 from Loma Linda University, Loma Linda, CA; and
from 1965-66 was a Rotating Intern at the Los Angeles County-USC Medical Center,
Los Angeles, CA.  During 1969-74 he was a Radiology Resident and Clinical Fellow
in Neuroradiology at Los Angeles County-USC Medical Center and from 1974-76 he
was a  Clinical Fellow in Neuroradiology at the Cornell Medical School, New
York, NY

	Editorially, he reviews or edits 8 prestigious medical journals.
Professionally, Dr. Kido is a member of the Radiological Society of North
America, Association of University Radiologists, American College of Radiology,
American Society of Neuroradiology, Society of Magnetic Resonance, Society of
Medical Decision Making, and the American Medical Association.

       In the past 30 years, he has astounded the medical industry by having
published 85 Articles in Peer Reviewed Journals, submitted 2 Articles for
publication to Science Reports, authored or coauthored 12 books and/or chapters,
arranged more than 15 Scientific Exhibits at the Annual Meetings of various
medical Associations and Societies, authored or coauthored 89 Abstracts for
numerous medical organizations and universities, has 32 Major Invited
Professorships and Lectureships ranging from the Harvard Medical School and
other Universities to Sterling-Winthrop and other organizations, and conducted
76 Presentations to countless numbers of medical Associations and Societies.

       E. MARK HAACKE, Ph.D. served as the Director of The Magnetic Resonance
Imaging Institute for Biomedical Research in St. Louis, Missouri from July 1999
to the present.  He is a highly accomplished professional, world renown for his
accomplishments and contributions to the medical profession as a research
scientist, professor, lecturer, author and educator.

	He received a Bachelor of Science degree in June 1973 from the University
of Toronto in Mathematics and Physics, his Masters of Science degree in February
1975 from the University of Toronto in Theoretical Physics, and his Ph.D. in
June 1978 from the University of Toronto in Theoretical High Energy Physics. His
Doctoral Thesis was on SU(4) and Higher Symmetries in Inclusive Lepton-Hadron
Scattering.  He is also fluent in the French and German languages.

	From September 1978 to August 1980 he was a Research Associate in the
Department of Physics at Case Western Reserve University, a Research
Geophysicist from October 1981 to June 1983 at Gulf Research and Development in
Pittsburgh, PA, and from July 1983 to October 1985 he was a Senior Research
Scientist at Picker International.  Then at Case Western Reserve University, he
was a Senior Research Associate and Instructor in the Department of Medicine and
Physics from September 1980 to October 1985, an Assistant Professor in the
Department of Radiology and Department of Physics from August 1985 to June 1989,
an Associate Professor in the Departments of Radiology, Physics and Biomedical
Engineering from July 1989 to June 1993, an Adjunct Professor in the Department
of Physics from July 1993 to present, and a Professor in the Department of
Radiology and Electrical Engineering Mallinckrodt Institute of Radiology
at Washington University from August 1993 to 1999.  During the last 22 years, he
has taught and tutored over  ten courses in physics, mathematics and statistics.
These courses ranged in level from freshman to senior as well as several
graduate level courses and include: relativistic quantum mechanics,
thermodynamics, optics, statistical physics statistics, calculus general
physics, and imaging physics.

	Doctor Haacke has served on several hospital and university committees,
far too numerous to mention, some of which resulted in grants.  In the past 30
years he achieved scores of honors and awards, including the Sylvia
Sorken Greenfield Award for the best paper in Medical Physics, Marie-Sklodowska-
Curie Prize for Visualization of Cerebral Venous Structures Using High
Resolution MRI, Silver Medal of the Society of Magnetic Resonance, Fellow of the
Society of Magnetic Resonance Imaging, along with several others.

       Professionally, he was President and a Committee Chairman of the Society
of Magnetic Resonance, Vice-President of Interim Board, Co-founder and President
of the Joint Merger Evaluation Committee, Associate Editor of the IEEE for
Transactions on Medical Physics, various Committee Chairman positions for the
Society of Magnetic Resonance in Medicine, a member of the Ontario Genealogical
Society, and a life member of the Society of Exploration Geophysicists and
the American Physical Society.  Editorially, he was one of four Editors for the
Magnetic Resonance Angiography, Assistant Editor of Newsletter Echoes, Associate
Editor for Transactions on Medical Physics, Senior Editor for Current Protocols
in Magnetic Resonance Imaging, and is currently an Associate Editor of Magnetic
Resonance Imaging, Associate Editor of Journal of Magnetic Resonance Imaging,
and Editorial Board Member of the Journal of Magnetic Resonance.

       He has received in excess of $6 million for more than 30 different
Grants, covering the full gamut of the medical profession, all of which have
been completed.  Pending and research Grants already in progress are for more
the $1 million, and several potential research Grants are being considered.
To his credit, he has authored and coauthored 138 Referenced Publications, 13
Books, 9 Editorials and Technical Overviews, Chaired and Organized 11
International Conferences, given 67 Invited Talks and Chaired Sessions,
Presented 252 Conference Abstracts, and was the Professor
responsible for the training of 16 Students and Post-Doctoral Fellows.

WILLIAM S. KUBRICHT, JR. currently serves as the Director of Center Development
for the Company.  Since 1995 he has been the Chairman of the Board and CEO of
Oncology Resources and the Bellaire Cancer Treatment Center.  From 1985 to 1991
he developed 5 major cancer treatment centers in Louisiana and served as Chief
of the Department of Physics at the Mary Bird Perkins Cancer Center in Baton
Rouge from 1976 to 1989.

      Mr. Kubricht was the Consulting Radiological Physicist for Georgia Baptist
Hospital and South Fulton Hospital in Atlanta from 1972 to 1976.  He has been
influential in Marketing and Corporate Administration for Varian Radiation, the
consulting Radio-Biologist to the Veterans Administration, Research Assistant in
Radio-Biology and Radiology at Baylor University College of Medicine, Guest
Instructor of Radio-Biology at Houston Baptist College, and Guest Lecturer of
Radiocytogenetics Mathematical Models at the Texas Academy of Science.

     Professionally, Mr. Kubricht is a member of the American College of
Radiology, American Society of Therapeutic Radiology, Gilbert H. Fletcher
Society, M.D. Anderson Associates, Louisiana Radiological Society, and Baton
Rouge Oncology Group.  From 1976 to 1989 he has had Staff Appointments as
Chief of Clinical Physics at Mary Bird Perkins Cancer Center, Consulting
Clinical Physicist at Earl K. Long Memorial Hospital, Consulting Clinical
Physicist at Our Lady of the Lake Regional Medical Center Department of
Radiology, Consulting Clinical Physicist at Baton Rouge General Medical Center's
Department of Radiology, Consulting Clinical Physicist at Women Hospital
Department of Radiology, and Adjunct Assistant Professor ' Head of Clinical
Training for Therapeutical Radiological Physics at the Louisiana State
University Nuclear Science Center.  Mr. Kubricht has served on the Board of
Directors and as President of the American Cancer Society, on the Board of
Directors of the American Lung Association, on the Board of Directors of the
Cancer Society of Greater Baton Rouge, as Chairman of Vendor Review and Physics
Committees of the Association of Community Radiation Treatment Centers, a Member
of the Continuing Education Committee of the American Association of Physicists
in Medicine, a Member of the St. Luke's Vestry Finance Committee, a Member of
the Legislative Liaison Committee of the Louisiana State Radiological Society,
and the Founder of the Baton Rouge Community Fund.  He also served with the
United States Marine Corps and holds certificates asa Diplomate of the American
Board of Radiology in Therapeutic Radiological Physics and has a Texas Medical
Physics License.

	Mr. Kubricht received a Bachelor of Science with majors in Biology and
Chemistry and a minor in Vertebrate Anatomy from Houston Baptist College in
1968.  Three years later he received a Masters of Medical Science in
Radiological Physics from Emory University's School of Medicine and did Clinical
Training at the Emory University Clinic.  He furthered his education with
courses in External Beam Interstitial and Intracavitary Dosimetry Manual and
Computer Methods of Calculations, External Beam Dosimetry ' Principles and
Calibrations, and High Energy Electron, X-Ray, and Neutron Dosimetry at the
University of Texas M.D.Anderson Cancer Center

       ARDIE R. NICKEL currently serves as Vice-Chairman and as the Director of
Scientific and Medical Development for the Company.  From late 1997 to late 1999
Mr. Nickel was the Chairman of the Board and CEO of Radiation Centers of
America, Inc. and its subsidiaries.  Mr. Nickel has been active in business
development for several major products in the medical diagnostic imaging field.

       He served as a consultant in diagnostic imaging development for Bracco
Diagnostic, Inc., New Jersey from 1995 through 1997.  From 1989 to 1994 Mr.
Nickel was Vice-President of Diagnostic Imaging for Sterling Winthrop, Inc., a
division of Eastman Kodak.  He was responsible for the development and defense
of the overall strategic plan for each candidate Diagnostic Imaging Compound and
for directing the activities of the Diagnostic Imaging Group.  From 1981 to
1988, Mr. Nickel spearheaded and coordinated the development of new products
within the Berlex Laboratories, Inc. imaging group in coordination with the
Schering AG diagnostic group in Berlin.  From 1983 to 1987, Mr. Nickel served as
General Manager for the Berlex Imaging Division working closely with the CEO,
Operations Management, R&D, Finance, and marketing to create and carry their
complete process for identifying, producing and marketing imaging products.

       Mr. Nickel was responsible for forming the Imaging Division at Berlex in
1981 and served as its first Director of Operations from 1981 to 1983.  From
1967 to 1981, Mr. Nickel was employed by Winthrop Laboratories, Inc. as a
Clinical Research Project Director.  He was responsible for the clinical
research program of radio-opaque contrast media.  Mr. Nickel received
his Bachelor of Science degree in 1958 in Radiologic Science from St. Louis
University in St. Louis, Missouri.

        ARTHUR T. PORTER, M.D., M.B.A. has served as the President and CEO of
the Detroit Medical Centers since May 1999, a $1.6 billion health system with
more than 14,000 employees, 3,000 physician organizations, eight hospitals, 100
ambulatory sites and a health plan; all of which were losing $100 million
annually when he took over, but was brought within budget in less than 2 years.
Dr. Porter's extensive international health background includes medical
practice, business and academic leadership positions in Canada, Europe, Africa
and the United States.

       After attending the University of Sierra Leone, he transferred to
Cambridge University in England, where he received his B.A. in anatomy in 1975,
M.A. in natural sciences in 1978 and his Medical Degree in 1980.  Later, Dr.
Porter earned his M.B.A. from the University of Tennessee and Certificates in
Medical Management from Harvard University and the University of Toronto.

	From 1991-99 he was Radiation Oncologist-in-Chief at the Detroit Medical
Center, President and CEO of Radiation Oncology Research and Development Center,
and Chief of the Gershenson Radiation Oncology Center at Harper Hospital.  He
has been President of University Radiation Oncology Physicians, P.C. since 1994;
and was the Director of Clinical Care at the Karmanos Cancer Institute from
1995-98; Chairman of Radiation Oncology at Grace Hospital from 1993-99;
Physician in Chief and President of DMC Crittenton Health Services from 1996-99;
and led the departments of radiation oncology at Victoria Hospital Corporation
and London Regional Cancer Center in Ontario.  He has also served as a visiting
professor at 12 colleges, including the Universities of London (England),
Michigan, Kentucky, Chicago, Rochester and Georgetown.

	Amongst Dr. Porter's faculty appointments are Professor-with-Tenure and
Chairman of the Department of Radiation Oncology at Wayne State University
School of Medicine; Professor and Interim Chairman of the Department of
Radiation Oncology at  the Medical College of Ohio; and has Hospital Privileges
at 9 prestigious hospitals.  He has received Certifications as Diplomate in
Medical Oncology and Radiotherapy from the Royal College of Radiologists in
England, Specialist in Radiation Oncology from the Royal College of Physicians
and Surgeons in Canada, and Diplomate in Health Care Administration from
the American Academy of Medicine Administrators.  His name has been included in
the Best Doctors in America for the past 10 years, Physicians Recognition Award
of the American Medical Association, Best Doctors in the MidWest, Who's Who in
Science and Technology, Who's Who in Medicine, Who's Who in America, Marquis
Who's Who, International Who's Who in Medicine, Life Fellow of the International
Biographical Association, Commendation of the City of Detroit, Commendation of
Wayne County, Commendation of the State of Michigan, and Michigander of the
Year.

       Professionally, he is a member of more than 24 Professional Societies
including the Royal College of Radiologists (England), European Society for
Therapeutic Radiation Oncology, American Medical Association, National Cancer
Institute, and American Hospital Association.  Dr. Porter served as Presidents
of the American Brachytherapy Society, American Cancer Society (Michigan
Division and Great Lake Division), American College of Oncology Administrators;
and Chancellor, President and Chairman of the Board of Chancellors of the
American College of Radiation Oncology; and is currently on the Board of
Scientific Counselors of the National Cancer Institute (USA).  He is a Fellow of
the Royal Society of Medicine, Royal College of Physicians & Surgeons of Canada,
American College of Angiology, Detroit Academy of Medicine, American Academy of
Medical Administrators, American College of Radiation Oncology,  and the
American College of Radiology.

	He served as a consultant for the World Health Organization working to
establish international medical research and treatment programs in Turkey,
India, Yemen, Brazil and throughout Europe.  In addition, Dr. Porter is on the
Editorial Board of 14 scientific journals and has to his credit more than 300
scholarly works in peer-reviewed journals, chapters in books and in proceedings
of conferences, and has received numerous awards from several organizations.  He
is a frequent speaker at the university and medical conference level throughout
the world.  He has received almost $4 million for several Grants.  In
September 2001, President G. W. Bush appointed Dr. Porter to a Presidential
commission to review the health care provided by the Department of Defense and
the V.A. organizations.  In December 2001 Mayor-Elect Kilpatrick appointed
Dr. Porter to his transition team and to chair his health care task force.


	SUSAN F. REYNOLDS, M.D., Ph.D. has served as the Managing Partner of the
Los Angeles based Executive Search firm, Susan Reynolds and Associates, since
1998, catering to the medical industry by providing leadership and management
consulting, along with executive coaching and career transition counseling.
From 1993 to 1998 she was a keynote speaker on health care reform for the
Nationwide Speakers' Bureau; President of Health Care Reform Consultants,
preparing a presidential briefing book for President Clinton called 'Building a
Healthy America', which outlined an alternate strategy for national health care
reform; founded and led the Physician Executive Practice at Heidrick &
Struggles, and was a Managing Director for Russell Reynolds Associates.

	In 1967 she graduated Valedictorian and Magna Cum Laude from Springside
School in Philadelphia and in 1970 graduated from Vassar College in
Poughkeepsie, NY with an A.B., Cum Laude Generali et Cum Laude in Materia
Subjecta, in Chemistry with a Distinction in Biochemistry.  Her education was
furthered at the UCLA Medical Center in Los Angeles, CA, where she received
a Ph.D. in Biological Chemistry and an M.D. in 1974 and 1976 respectively,
completed her Internship in Internal Medicine and Residency in Internal Medicine
with specialization in Critical Care Medicine during 1976 to 1979, followed by a
Fellowship in Cardiology with specialization in Critical Care Medicine and
Administrative Medicine from 1979 to 1981.

	From 1980 to 1981 she was the Director of Critical Care Services
for Century City Hospital at National Medical Enterprises, where she was
responsible for the reengineering of four intensive care units, increasing the
quality of care while making them more cost effective.  An audit of this process
resulted in the hospital successfully getting a two-year accreditation from
JCAH.  From 1977 to 1982 she was an Emergency Physician based at Santa Monica
Hospital. From 1982 to 1994 Dr. Reynolds was the Medical Director and CEO of the
Malibu Emergency Room and Family Medical Center serving 150 square miles of the
semi-rural, isolated community of Malibu which has no hospital and Co-Produced
the Malibu Emergency Room Benefit Concerts headlining Linda Ronstadt, December
1982; Johnny Carson, March 1984; and Eddie Van Halen, May 1985.

While in Malibu Dr. Reynolds became a contract physician responsible for all
Workers' Compensation cases, pre-employment and annual physicals for Hughes
Aircraft employees at the Malibu facility from 1985 to 1993.  She was also the
Community Outreach Director for Saint John's Hospital in Malibu from 1991 to
1993 developing and implementing a community outreach program, which increased
St. John's market share in Malibu by 6.9% in the first year of program.  In 1994
she was the Vice President of Associated Physicians of Saint John's where she
also served as a Utilization Reviewer for a 330 physician IPA, and from 1994 to
1995 she was the Director of Urgent Care Services and Women's Health at the
Prairie Medical Group.

	Dr. Reynolds was appointed by President Clinton to serve on the Transition
Team Task Group on Health Care Delivery from 1992 to 1993, and then served
another year on the Clinton Health Care Task Force, Member White House Health
Professionals Review Group, where she created the 'Smart' Card in the
ClintonHealth Plan.  From 1994 to 1998 she was academically appointed to the
UCLA
School of Medicine, Assistant Clinical Professor, Department of Internal
Medicine, Emergency Medicine Division.

        During 25 years of her illustrious career she has received Honors such
as the Woman of the Year, California's 44th Assembly District; American Medical
Women's Association, Community Service Award for California; Distinguished
Alumna, Springside School, Philadelphia; Malibu Times Citizen of the Year; Los
Angeles County Distinguished Service Award; Distinguished Citizen Award, County
of Los Angeles for founding the Malibu Emergency Room; Emil Bogen Research
Prize, UCLA School of Medicine; and Phi Beta Kappa, Vassar College.

        Professionally she is a member of the Board of Directors of the Academy
for Guided Imagery, American Medical Women's Association, California Medical
Association, Los Angeles County Medical Association, California Chapter of the
American College of Emergency Physicians, and has been a member of the Board of
Directors of A Call to Serve (ACTS) International, the Los Angeles Pediatric and
Family Medical Center, American College of Emergency Physicians, President of
the American Association of Women Emergency Physicians, California State
Director and Western Regional Governor of the American Medical Women's
Association, President of the Malibu Chamber of Commerce, and President of the
Malibu Rotary Club. She is licensed as a Diplomate, American Board of Internal
Medicine, holds California Medical License #G34506, and DEA #AR7615175.

        To her credit, she has given more than 45 Public Speaking Engagements,
produced 7 large organized conferences in which she participated as a speaker,
and has authored and coauthored at least 20 Referenced Publications.  Her soon
to be published book is entitled 'Leading From Inside-Out: A Mind-Body-Spirit
Approach to Leadership Development and Organizational Transformation, which may
be formatted into a PBS special later this year.


       WILLIAM J. WALKER, JR., Ph.D. currently serves as the President and CEO
of Comprehensive Physics and Regulatory Services, Ltd. overseeing a staff of 18
professional medical physicists, dosimetrists and service personnel, and is
responsible for corporate programs to provide quality medical radiation therapy
physics and state-of-the-art treatment planning services to over 20 free-
standing radiation therapy centers located in eastern United States, treating
around 450 cancer patients daily.

       He was the Director of Physics for EquiMed, Inc. administering the
Radiological Physics, Regulatory Affairs, Radiation Safety and National Service
programs from 1994 to 1998; and the Chief of Radiation Safety Branch, Division
of Safety and Radiation Safety Officer of the National Institutes of Health in
Bethesda, MD from 1989 to 1994.  Doctor Walker served as a consultant to the
U.S. Nuclear Regulatory Commission in Washington, D.C., was a senior
consultant to the Institute for Radiological Imaging Sciences in Germantown, MD,
and Consulting Radiological Physicist to Sacred Heart Hospital in Allentown, PA.

       Professionally, he served as the Secretary/Treasurer, then President of
the Mid-Atlantic Chapter of the American Association of Physicists in Medicine;
on the Certification Exam Panel of the American Board of Health Physics; is a
Member of the Visiting Committee for the Department of Nuclear and
Radiological Engineering at the University of Florida; and has served on several
Committees of the American College of Nuclear Physicians, including the Nuclear
Medicine Science Committee, the Standardization of Nuclear Medicine
Instrumentation Committee, Government Affairs Committee, Equipment
Specifications and Performance Committee, and Subcommittee on Nuclear Medicine
Technology.  He is a member of the Health Physics Society, American Association
of Physicists in Medicine, Society of Sigma XI, Lions Club International, and
was Chairman of the Board of Directors of the Profound Paralysis Foundation.

    Doctor Walker received his Ph.D. in Radiological Physics in 1971 from the
University of Florida, his Master of Science in Radiation Biophysics from
The University of Kansas in 1964, and a Bachelor of Science in Civil Engineering
from the Virginia Military Institute in 1958.  He is a Certified Health
Physicist from the American Board of Health Physics, a Registered Professional
Civil and Sanitary Engineer, a Licensed Therapeutic Radiological Physicist in
the State of Florida, a Qualified Expert for Diagnostic and Therapeutical X-ray
Inspection in the State of Virginia, and a Qualified Expert as a Radiation
Machine Inspector in the State of Maryland.  To his credit, he has authored and
coauthored 18 publications.


ITEM 6:		EXECUTIVE COMPENSATION


	The following table sets out the cash compensation awarded to or earned by
the chief executive officer and for the director of scientific and medical
development.  There were no non-cash considerations or awards given to any
officers of the Company.


                    SUMMARY COMPENSATION TABLE
<TABLE>

           Annual Compensation
        -------------------------------
<S>        <C>           <C>          <C>(a)         (b)          (c)
(d)
Name
 And
Principal             Salary        Bonus
Position   Year        ($)           ($)

K Hankin   2002      104,000          nil
CEO

A. Nickel  2002       31,750          nil
Director
Scientific
& Med Dev.

</TABLE>
ITEM 7:		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of our officers, directors, promoters or affiliates has or proposes to
have any direct or indirect material interest in any asset proposed to be
acquired through security holdings, contracts, options, or otherwise.

It is not currently anticipated that any other salary, consulting fee, or
finder's fee shall be paid to any of our directors or executive officers, or to
any other of our affiliates except as described in this registration statement.
See "Executive Compensation".

ITEM 8:		DESCRIPTION OF SECURITIES

Common Stock

	The Company is authorized to issue 100,000,000 shares of common stock, par
value $.001, of which 1,586,895 shares are issued and outstanding as of the date
hereof.  All shares of common stock have equal rights and privileges with
respect to voting, liquidation and dividend rights.  Each share of Common Stock
entitles the holder thereof to (i) one non-cumulative vote for each share held
of record on all matters submitted to a vote of the stockholders; (ii) to
participate equally and to receive any and all such dividends as may be declared
by the Board of Directors out of funds legally available therefor; and (iii) to
participate pro rata in any distribution of assets available for distribution
upon liquidation of the Company.  Stockholders of the Company have no pre-
emptive rights to acquire additional shares of Common Stock or any other
securities.  The Common Stock is not subject to redemption and carries no
subscription or conversion rights.  All outstanding shares of common stock are
fully paid and non-assessable


                                      PART II

ITEM 1.	MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
            EQUITY AND OTHER SHAREHOLDER MATTERS

	There is no established public trading market for the Company's common
stock.  It is not traded on an exchange or in the over-the-the counter market.
There is no assurance that an active market will develop for the Company's
common stock in the future.

ITEM 2.	LEGAL PROCEEDINGS

	The Company is not subject to any legal proceedings.

ITEM 3.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

	There are no changes in accountants or disagreements that exist at this
time.

ITEM 4.	RECENT SALES OF UNREGISTERED SECURITIES

The Company has sold approximately 895,000 shares of unregistered stock at a
price of $0.90 per share.  This stock has been sold pursuant to the Rule 144 of
Regulation D of the Securities Act.

ITEM 5.	INDEMNIFICATION OF DIRECTORS AND OFFICERS

This Corporation may, in its discretion, indemnify any director, officer,
employee, or agent in the following circumstances and in the following
manner:

   (a) The Corporation may indemnify any person who was or is a part, or
is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by, or in the right of, the Corporation) by
reason of the fact that he is or was a director, officer, employee, or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorney fees
at all trial and appellate levels), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding, including any appeal thereof, if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonable believed to be in, or not opposed to, the best
interests of the Corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

       (b) The Corporation may indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending, or completed action
orsuit by or in the right of the Corporation to procure a judgment in its favor
by
reason of the fact that he is or was a director, officer, employee, or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against expenses (including attorneys' fees at all trial and
appellate levels), actually and reasonable incurred by him in connection with
the defense of settlement of such action or suit, including any appeal thereof,
if he acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interest of the Corporation, except that no
indemnification shall be made in respect of any claim, issue, or matter as
to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless, and only to
the extent that, the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is rarely and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

       (c) To the extent that a director, officer, employee, or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in Sections (a) or (b) of this Article
IX, or in defense of any claim, issue, or matter therein, shall be indemnified
against expenses (including attorneys' fees at trial and appellate levels)
actually and reasonably incurred by him in connection therewith.

       (d) Any indemnification under Sections (a) or (b) of this Article IX,
unless pursuant to a determination by a court, shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in Sections (a) or (b) or this Article IX. Such determination shall
initially be made by the Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit, or
proceeding. If the Board of Directors shall, for any reason, decline to make
such a determination, then such determination shall be made by the shareholders
by a majority vote of a quorum consisting of shareholders who were not parties
to such action, suit or proceeding; provided, however, that a determination made
by the Board of Directors pursuant to this Section may be appealed to the
shareholders by the party seeking indemnification or any party entitled to call
a special meeting of the shareholders pursuant to Section 2 of Article I and, in
such case, the determination made by the majority vote of a quorum consisting of
shareholders who were not parties to such action, suit, or proceeding shall
prevail over a contrary determination of the Board of Directors pursuant to this
Section.

       (e) Expenses (including attorneys' fees at all trial and appellate
levels) incurred in defending a civil or criminal action, suit or proceeding may
be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding upon a preliminary determination following one of the
procedures set forth in this Article IX, that a director, officer, employee or
agent met the applicable standard of conduct set forth in this Article IX, and
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount, unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation as authorized in this
section.

       (f) The Corporation may make any other or further indemnification,
except an indemnification against gross negligence or willful misconduct, under
any agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in the indemnified party's official capacity and as to action
in another capacity while holding such office.

       (g) Indemnification as provided in this Article IX may continue as to a
person who has ceased to be a director, officer, employee or agent and may inure
to the benefit of the heirs, executors and administrators of such a person upon
a proper determination initially made by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit, or proceeding. If the Board of Directors shall, for any reason, decline
to make such a determination, then such determination may be made by the
shareholders by a majority vote of a quorum consisting of shareholders who were
not parties to such action, suit or proceeding; provided, however, that a
determination made by the Board of Directors pursuant to this Section may be
appealed to the shareholders by the party seeking indemnification or his
representative or by any party entitled to call a special meeting of the
shareholders pursuant to Section 2 or Article I and in such case, the
determination made by the majority vote of quorum consisting of shareholders
who were not parties to such action, suit, or proceeding shall prevail over a
contrary determination of the Board of Directors pursuant to this Section (g)

       (h) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by
him in any such capacity or arising out of his status as such, whether or not
the Corporation would have the power to indemnify him against such liability
under the provisions of this Article IX.
       (i)If any expenses or other amounts are paid by way of indemnification,
otherwise than by court order or action by the shareholders or by an insurance
carrier pursuant to insurance maintained by the Corporation, the Corporation
shall, not later than the time of delivery to shareholders or written notice of
the next annual meeting of shareholders unless such meeting is held within three
months from the date of such payment, and, in any event, within 15 months from
the date of such payment, deliver either personally or by mail to each
shareholder of record at the time entitled to vote for the election of directors
a statement specifying the persons paid, the amount paid, and the nature and
status at the time of such payment of the litigation or threatened litigation.

       (j) This Article IX shall be interpreted to permit indemnification to the
fullest extent permitted by law. If any part of this Article shall be found to
be invalid or ineffective in any action, suit or proceeding, the validity and
effect of the remaining part thereof shall not be affected. The provisions of
this Article IX shall be applicable to all actions, claims, suits, or
proceedings made or commenced after the adoption hereof, whether arising from
acts or omissions to act occurring before or after its adoption.


Transfer Agent

       The Company has engaged Florida Atlantic Stock Transfer, Inc. to be its
Transfer agent.

                                         PART F/S


Financial Statements and Supplementary Data

       The Company's financial statements from inception to June 30,
2002 have been examined to the extent indicated in their reports by Michael
Johnson & Company, independent certified accountants, and have been prepared in
accordance with generally accepted accounting principles and pursuant to
Regulation S-B as promulgated by the Securities and Exchange Commission and are
included herein, in response to Part F/S of this Form 10-SB.



                    UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
                            (A Development Stage Company)

                              Financial Statements
                           Period Ended June 30, 2002









                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Universal Healthcare Management Systems, Inc., Inc.


We have audited the accompanying consolidated balance sheet of Universal
Healthcare Management Systems, Inc., Inc. (A Development Stage Company) as of
June 30, 2002, and the related consolidated statement of operations, cash flows,
and changes in stockholders' equity for the period December 26, 2001 (inception)
to June 30, 2002.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States.  Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Universal Healthcare Management Systems, Inc., at June 30, 2002, and the results
of their consolidated operations and their cash flows for the period, December
26, 2001 (inception) to June 30, 2002 in conformity with accounting principles
generally accepted in the United States.




Michael Johnson & Co., LLC
Denver, Colorado
August 28, 2002
















                        UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
                             CONSOLIDATED BALANCE SHEET
                                 JUNE 30, 2002
<TABLE>

ASSETS:
<S>                                                          <C>
Current Assets:
 Cash                                                        $116,310
 Deposits                                                     166,000
 Sundry asset                                                     585
                                                              -------

Total Current Assets                                          282,895
                                                              -------

Fixed Assets:
Computer equipment - net of accum depreciation of $1,000       15,687
                                                               ------

Net Fixed Assets                                               15,687
                                                               ------

TOTAL ASSETS                                                 $298,582
                                                              =======


LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities:
Accounts payable                                             $    -
                                                              -------

TOTAL CURRENT LIABILITIES                                         -
                                                              -------


Stockholders' Equity:
 Preferred stock, $.001 par value, 100,000,000
   shares authorized: none outstanding                            -
 Common stock, $.001 par value, 100,000,000
   shares authorized, 1,586,895 shares issued and
   outstanding                                                  1,587
 Additional paid in capital                                   765,678
Deficit accumulated during the development stage             (468,683)
                                                              -------
Total Stockholders' Equity                                    298,582
                                                              -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $298,582
                                                              =======

</TABLE

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

                     UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF OPERATIONS
         FOR THE PERIOD DECEMBER 26, 2001(INCEPTION) TO JUNE 30, 2002
<TABLE>
<S>                                                         <C>
INCOME                                                      $     -


OPERATING EXPENSES:
Legal fees                                                    137,744
Consulting fees                                               131,960
Management fees                                               113,332
General and administrative                                     72,440
Marketing, travel, and entertainment                           13,207
                                                              -------
Total Operating Expenses                                      468,683
                                                              -------

Net Loss from Operations                                    $(468,683)
                                                              =======

Weighted average number of shares outstanding               1,586,895
                                                            =========


Net Loss Per Share                                          $   (0.30)
                                                             ========

</TABLE>



















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







                     UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
         FOR THE PERIOD DECEMBER 26, 2001(INCEPTION) TO JUNE 30, 2002
<TABLE>
                               INDIRECT METHOD
<S>                                                       <C>
Cash Flows From Operating Activities:
 Net loss                                                 $  (468,683)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
 Stock issued for services                                      6,500
   Changes in assets and liabilities:
   Increase in deposits                                      (166,000)
    Increase in sundry assets                                    (585)
                                                            ---------

       Total adjustments                                     (160,085)
                                                            ---------

Net cash used in operating activities                        (628,768)
                                                            ---------

Cash Flow From Investing Activities:
  Purchase of computer equipment                              (15,687)
                                                            ---------

  Net cash used in investing activities                       (15,687)
                                                            ---------


Cash Flow From Financing Activities:
  Issuance of common stock                                    760,765
                                                             --------

  Net cash provided by financing activities                   760,765
                                                             --------

Increase (Decrease) in cash                                   116,310

Cash and cash equivalents - beginning of period                   -
                                                              -------

Cash and cash equivalents - end of period                  $  116,310
                                                            =========

Supplemental Cash Flow Information:
  Interest paid                                            $    -
                                                            =========
  Taxes paid                                               $    -
                                                            =========
</TABLE>
The accompanying notes are an integral part of these financial statements.







                     UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
         FOR THE PERIOD DECEMBER 26, 2001(INCEPTION) TO JUNE 30, 2002
<TABLE>
<CAPTION>
                                                       Deficit
                                                     Accumulated
                                         Additional   During the
                          Common Stock    Paid-In    Development
                      Shares    Amount   Capital        Stage       Totals
<S>                  <C>       <C>       <C>         <C>          <C>
Balance -  December
      26, 2001          -      $   -     $    -      $    -       $     -

Stock issued for
       Cash          1,586,895     1,587    759,178         -        760,765
Stock issued for
   Services             -          -          6,500         -          6,500

Net loss for
   period               -          -         -        (468,683)     (468,683)
                     ---------   ------   ---------   --------     ---------
Balance - June 30,
   2002              1,586,895  $ 1,587  $  765,678  $(468,683)  $   298,582
                     =========   ======   =========   ========     =========

</TABLE>

























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




                     UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
                             (A Development Stage Company)
                              Notes To Financial Statements
                                       June 30, 2002

Note 1 - General

	Nature of Business

Universal Healthcare Management Systems, Inc., Inc. (the "Company") was
incorporated on December 26, 2001 under the laws of the State of Florida.  The
Company's primary business activity is to complete the construction of a medical
facility dedicated to the treatment of cancer related diseases.  The Company
plans on constructing and/or acquiring several different locations over time.

The Company has two subsidiaries, Oncology Care and Wellness Center, Inc. and
Universal Holdings & Development, Inc., both that are inactive at this time.

	The Company's fiscal year end is June 30.

Note 2 - Summary of Significant Accounting Policies:

	Basis of Presentation - Development Stage Company

The Company has not earned any revenue from limited principal operations.
Accordingly, the Company's activities have been accounted for as those of a
"Development Stage Enterprise" as set forth in Financial Accounting Standards
Board Statement No. 7 ("SFAS 7").  Among the disclosures required by SFAS 7 are
that the Company's financial statements be identified as those of a development
stage company, and that the statements of operations, stockholders' equity
(deficit) and cash flows disclose activity since the date of the Company's
inception.

	Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States.  Significant accounting principles followed by the Company and
the methods of applying those principles, which materially affect the
determination of financial position and cash flows are summarized below.

	Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

	Cash and Cash Equivalents

	For purposes of the statement of cash flows, the Company considered all
cash and other highly	liquid investments with initial maturities of three
months or less to be cash equivalents.


                         UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
                               (A Development Stage Company)
                               Notes To Financial Statements
                                   June 30, 2002


       Income Taxes

The Company accounts for income taxes under SFAS No. 109, which requires the
asset and liability approach to accounting for income taxes.  Under this method,
deferred tax assets and liabilities are measured based on differences between
financial reporting and tax bases of assets and liabilities measured using
enacted tax rates and laws that are expected to be in effect when differences
are expected to reverse
	.

        Net earning (loss) per share

Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, Earnings per Share.  Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period, less shares subject to repurchase.  Diluted
net loss per share reflects the potential dilution of securities by adding other
common stock equivalents, including stock options, shares subject to repurchase,
warrants and convertible preferred stock, in the weighted-average number of
common shares outstanding for a period, if dilutive.  All potentially dilutive
securities have been excluded from the computation, as their effect is anti-
dilutive.

Note 3 - Deposits

The Company has deposited funds with its corporate attorney.  The main purpose
is to fund the purchase of a parcel of land comprising 2.25 acres of raw land at
the corner of West 16th Avenue and 37th Street in Hialeah, Florida.  The closing
date will be determined once financing is in place.

Note 4 - Warrants to Purchase

Each of the existing shareholders has been given a warrant to purchase
additional stock equivalent to the amount of stock already owned.  The warrant
to purchase is exercisable only after the first day upon which the Company
begins trading as a public entity.  The warrant to purchase is good for
90 days after which it becomes null and void.  The exercise price is determined
by the average "Closing Bid Price of the common stock of the Company for the
five (5) trading days prior to the "Date of Exercise."  If the stock has not
trade for five (5) days, then the closing price of the last day before the
exercise date shall be used as the exercise price.

The holder of a warrant to purchase agrees that the resale of the shares
issuable upon exercise may be subject to "lock-up" pursuant to any restrictions
reasonably required by any underwriter, if applicable, and to the extent the
Company undertakes a secondary offering.

In the event that the Company proposes to file a registration statement under
the Act, the Company must give the Holder of such warrant fifteen days written
notice prior to the filing of such registration statement.  If the
Holder wishes to include his warrant stock as part of the registration
statement, any written notice of such intention must be made and given to the
Company not lees than five (5) days prior to the date specified in the notice as
the date on which such registrations statement is intended to be filed.




                          UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
                               (A Development Stage Company)
                               Notes To Financial Statements
                                   June 30, 2002


Note 5 - Income Taxes

	There has been no provision for U.S. federal, state, or foreign income
taxes for any period because the Company has incurred losses in all periods and
for all jurisdictions.

	Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

Significant components of deferred tax assets are as follows:
	Deferred tax assets
	   Net operating loss carryforwards					  $468,683
	   Valuation allowance for deferred tax assets	  		  (468,683)
                                                                    --------

	Net deferred tax assets			                         $    -
                                                                    ========

	Realization of deferred tax assets is dependent upon future earnings, if
any, the timing and amount of which are uncertain.  Accordingly, the net
deferred tax assets have been fully offset by a valuation allowance. As of June
30, 2002, the Company had net operating loss carryforwards of approximately
$468,683 for federal and state income tax purposes.  These carryforwards, if not
utilized to offset taxable income begin to expire in 2016.  Utilization of the
net operating loss may be subject to substantial annual limitation due to the
ownership change limitations provided by the Internal Revenue Code and similar
state provisions.  The annual limitation could result in the expiration of the
net operating loss before utilization.














                          UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
                               (A Development Stage Company)
                               Notes To Financial Statements
                                   June 30, 2002



Note 6 - Commitments

Rental Lease

As of June 30, 2002, the Company had entered into a non cancelable operating
lease agreement for the rental of office space and services, expiring July 2003,
with monthly payments of $3,900.  Minimum rentals, on an annual basis, are as
follows:

   				2003		$46,800



Consulting Agreement

In June 2002, the Company entered into a consulting agreement with a medical
consulting and development service provider.  Monthly payments of $6,000 are due
provider and the contract expires December 31, 2002.




	                                 PART III

Item 1.		Index to Exhibits

       The following exhibits are filed with this Registration Statement:
<TABLE>

Exhibit No.			Exhibit Name
<S>                     <C>
3(i).1	            Articles of Incorporation

3(ii).1		      By-laws
3(iii) 1		      Amendment to articles.

3(iv)	                  Corporate Charter

3(v)	                  Certificate of Good Standing

3(vi)                   Resolutions

23                      Consent of independent accountants

99                      Warrant to Purchase

</TABLE>

Item 2.		Description of Exhibits

       See Item 1 above.



	Signatures

       In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
there unto duly authorized.

                         Universal Healthcare Management Systems, Inc.
                                               (Registrant)

Date: September 26, 2002    BY:  s/s  KENNETH HANKIN
                               -------------------------------
Marvin Winick, President & CEO

       In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
<Table>
Date				Signature				Title
<S>                     <C>                         <C>

September 26, 2002	BY:S/S KENNETH HANKIN		Director, President,
                           ------------------
        		            KENNETH HANKIN

</TABLE>



                                                  EXHIBIT 3(i).1


                           ARTICLES OF INCORPORATION

                                      OF

                   UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.





ARTICLE I - NAME

The name of this corporation is Universal Healthcare Management Systems, Inc.

ARTICLE II - DURATION

This corporation shall have perpetual existence commencing on the date of the
filing of these Articles of Incorporation with the Department of State.

ARTICLE III - PURPOSE

This corporation is organized under the laws of the State of Florida as a
corporation for profit for the purposes of transacting business relating to, but
not necessarily limited to, healthcare and the management thereof.  This
corporation shall be in the healthcare and management profession, and is
authorized to purchase, sell, trade, own and manage other corporations, and to
conduct any other business as is lawful under the laws of the State of Florida
and the United States.

ARTICLE IV - CAPITAL STOCK

This corporation is authorized to issue one hundred million (100,000,000) shares
of common stock, which shall have a par value of one ten thousandth of one
dollar ($.0001) per share.

ARTICLE V - INITIAL OFFICE

The initial mailing address and street address of the corporation is:

14614 S. W. 174 Terrace, Miami, FL 33177

ARTICLE VI - INITIAL REGISTERED AGENT

The initial name of the registered agent is:

Kenneth N. Hankin

and the address for the initial registered agent is:
14614 S. W. 174 Terrace, Miami, FL 33177


ARTICLE VII - INITIAL BOARD OF DIRECTORS

The corporation shall have two (2) directors constituting the initial Board of
Directors.  The number of directors may be increased or decreased from time
to time in accordance with the by-laws of the corporation, but shall never be
less than one.  The names and street addresses of the initial Board of Directors
are:

                 NAME						    ADDRESS

Kenneth N. Hankin			14614 S. W. 174 Terrace, Miami, FL 33177

Ardie R. Nickel			1660 N. W. 94 Avenue, Plantation, FL 33322

                              ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

                 NAME						    ADDRESS

Kenneth N. Hankin			14614 S. W. 174 Terrace, Miami, FL 33177

                        ARTICLE IX - INDEMNIFICATION
The corporation shall indemnify any officer or director or any former officer or
director to the fullest extent permitted by law.

ARTICLE X - AMENDMENTS

The corporation reserves the right to amend or repeal any of the provisions
contained in these Articles of Incorporation or any amendments hereto,
andreserves the right to amend or repeal any of the provisions contained in the
by-
laws of the corporation or any amendments thereto.  Any right conferred upon the
shareholders is subject to this reservation.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of
Incorporation on the 21st day of December 2001.

       __S/S Kenneth Hankin__________
            Kenneth N. Hankin

ACCEPTANCE OF REGISTERED AGENT

Having been named as registered agent and to accept service of process for the
above stated corporation at the place designated in the Articles of
Incorporation, I hereby accept the appointment as registered agent and agree to
act in this capacity.  I further agree to comply with the provisions of all
statutes relating to the proper and complete performance of my duties and I am
familiar with and accept the obligation of my position as registered agent.


       ______________________________









                                           EXHIBIT 3(ii).1


                                      BYLAWS
                                        OF
                       UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.


ARTICLE I

SHAREHOLDERS

SECTION 1.  Annual Meetings
       (a) The annual meeting of the shareholders of the Corporation, shall be
held at the principal office of the Corporation in the State of Florida or at
such other place within or without the State of Florida as may be determined by
the Board of Directors and as may be designated in the notice of such meeting.
The meeting shall be held on the third Thursday of October of each year or on
such other day as the Board of Directors may specify. If said day is a legal
holiday, the meeting shall be held on the next succeeding business day not a
legal holiday.

       (b) Business to be transacted at such meeting shall be the election of
directors to succeed those whose terms are expiring and such other business as
may be properly brought before the meeting.

     (c) In the event that the annual meeting, by mistake or otherwise, shall
not be called and held as herein provided, a special meeting may be called as
provided for in Section 2 of this Article I in lieu of and for the purposes of
and with the same effect as the annual meeting.

SECTION 2.  Special Meetings
       (a) A special meeting of the shareholders of the Corporation may be
called for any purpose or purposes at any time by the President of the
Corporation, by the Board of Directors or by the holders of not less than 40% of
the outstanding capital stock of the Corporation entitled to vote at such
meeting.

 (b) At any time, upon the written direction of any person or persons
entitled to call a special meeting of the shareholders, it shall be the duty of
the Secretary to send notice of such meeting pursuant to Section 4 of this
Article I. It shall be the responsibility of the person or persons directing the
Secretary to send notice of any special meeting of shareholders to deliver such
direction and a proposed form of notice to the Secretary not less than 15 days
prior to the proposed date of said meeting.

       (c) Special meetings of the shareholders of the Corporation shall be held
at such place, within or without the State of Florida, on such date, and at such
time as shall be specified in the notice of such special meeting.

SECTION 3.  Adjournment

       (a) When the annual meeting is convened, or when any special meeting is
convened, the presiding officer may adjourn it for such period of time as may
be reasonably necessary to reconvene the meeting at another place and time.
       (b) The presiding officer shall have the power to adjourn any meeting of
the shareholders for any proper purpose, including, but not limited to, lack of
a quorum, securing a more adequate meeting place, electing officials to count
and tabulate votes, reviewing any shareholder proposals or passing upon any
challenge which may properly come before the meetings.
       (c) When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and any business may be transacted at the adjourned
meeting that might have been transacted on the original date of the meeting. If,
however, after the adjournment the Board fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given in
compliance with Section 4(a) of this Article I to each shareholder of record on
the new record date entitled to vote at such meeting.

SECTION 4.  Notice of Meetings, Purpose of Meeting, Waiver

       (a) Each shareholder of record entitled to vote at any meeting shall be
given in person, or by first class mail, postage prepaid, written notice of such
meeting which, in the case of a special meeting, shall set forth the purpose(s)
for which the meeting is called, not less than 10 or more than 60 days before
the date of such meeting. If mailed, such notice is to be sent to the
shareholder's address as it appears on the stock transfer books of the
Corporation, unless the shareholder shall request of the Secretary in writing at
least 15 days prior to the distribution of any required notice that any notice
intended for him or her be sent to some other address, in which case the notice
may be sent to the address so designated. Notwithstanding any such request by a
shareholder, notice sent to a shareholder's address as it appears on the stock
transfer books of this Corporation as of the record date shall be deemed
properly given. Any notice of a meeting sent by United States mail shall be
deemed delivered when deposited with proper postage thereon with the United
States Postal Service or in any mail receptacle under its control.
       (b) A shareholder waives notice of any meeting by attendance, either in
person or by proxy, at such meeting or by waiving notice in writing either
before, during or after such meeting. Attendance at a meeting for the express
purpose of objecting that the meeting was not lawfully called or convened,
however, will not constitute a waiver of notice by a shareholder who states at
the beginning of the meeting, his or her objection that the meeting is not
lawfully called or convened.

       (c) A waiver of notice signed by all shareholders entitled to vote at a
meeting of shareholders may also be used for any other proper purpose including,
but not limited to, designating any place within or without the State of Florida
as the place for holding such a meeting.

       (d) Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of shareholders need be specified in any written
waiver of notice.

SECTION 5.  Closing of Transfer Books, Record Date, Shareholder's List

       (a) In order to determine the holders of record of the capital stock of
the Corporation who are entitled to notice of meetings, to vote a meeting or
adjournment thereof, or to receive payment of any dividend, or for any other
purpose, the Board of Directors may fix a date not more than 60 days prior to
the date set for any of the above-mentioned activities for such determination of
shareholders.

       (b) If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least 10 days immediately
preceding such meeting.
       (c) In lieu of closing the stock transfer books, the Board of Directors
may fix in advance a date as the date for any such determination of
shareholders, such date in any case to be not more than 60 days prior to the
date on which the particular action, requiring such determination of
 shareholders, is to be taken.

       (d) If the stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice or to vote at a
meeting of shareholders, or to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders.

       (e) When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof, unless the Board of Directors fixes a
new record date under this Section for the adjourned meeting.
(f) The officer or agent having charge of the stock transfer books of the
Corporation shall make, as of a date at least 10 days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, with the address of each shareholder and the
number and class and series, if any, of shares held by each shareholder. Such
list shall be kept on file at the registered office of the Corporation, at the
principal place of business of the Corporation or at the office of the transfer
agent or registrar of the Corporation for a period of 10 days prior to such
meeting and shall be available for inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of any meeting of shareholders and shall be subject to
inspection by any shareholder at any time during the meeting.

       (g) The original stock transfer books shall be prima facie evidence as to
the shareholders entitled to examine such list or stock transfer books or to
vote any meeting of shareholders.

       (h) If the requirements of Section 5(f) of this Article I have not been
substantially complied with, then, on the demand of any shareholder in person or
by proxy, the meeting shall be adjourned until such requirements are complied
with.

       (i) If no demand pursuant to Section 5(h) of this Article I is made,
failure to comply with the requirements of this Section shall not affect the
validity of any action taken at such meeting.
       (j) Section 5(g) of this Article I shall be operative only at such
time(s) as the Corporation shall have 6 or more shareholders.

SECTION 6.  Quorum

       At any meeting of the shareholders of the Corporation, the presence, in
person or by proxy, of shareholders owning a majority of the issued and
outstanding shares of the capital stock of the Corporation entitled to vote
thereat shall be necessary to constitute a quorum for the transaction of
any business. If a quorum is present, the vote of a majority of the shares
represented at such meeting and entitled to vote on the subject matter shall be
the act of the shareholders. If there shall not be quorum at any meeting of
the shareholders of the Corporation, then the holders of a majority of the
shares of the capital stock of the Corporation who shall be present at such
meeting, in person or by proxy, may adjourn such meeting from time to time until
holders of all of the shares of the capital stock shall attend. At any such
adjourned meeting at which a quorum shall be present; any business may be
transacted which might have been transacted at the meeting as originally
scheduled.
SECTION 7.  Presiding Officer, Order of Business

(a) Meetings of the shareholders shall be presided over by the Chairman of the
Board, or, if he or she is not present or there is no Chairman of the Board, by
the President or, if he or she is not present, by the senior Vice-President
present or, if neither the Chairman of the Board, the President, nor a Vice-
President is present, the meeting shall be presided over by a chairman to
be chosen by a plurality of the shareholders entitled to vote at the meeting who
are present, in person or by proxy. The presiding officer of any meeting of the
shareholders may delegate his or her duties and obligations as the presiding
officer as he or she sees fit.

       (b) The Secretary of the Corporation, or, in his or her absence, an
Assistant Secretary shall act as Secretary of every meeting of shareholders, but
if neither the Secretary nor an Assistant Secretary is present, the presiding
officer of the meeting shall choose any person present to act as Secretary of
the meeting.

       (c) The order of business shall be as follows:
1.	Call of meeting to order.
2.	Proof of notice of meeting.
3.	Reading of minutes of last previous shareholder's meeting or a waiver
          thereof.
4.	Reports of officers.
5.	Reports of committees.
6.	Election of directors.
7.	Regular and miscellaneous business.
8.	Special matters.
9.	Adjournment.

        (d) Notwithstanding the provisions of Section 7(c) of this Article I,
the order and topics of business to be transacted at any meeting shall be
determined by the presiding officer of the meeting in his or her sole
discretion. In no event shall any variation in the order of business or
additions and deletions from the order of business as specified in Section 7(c)
of this Article I invalidate any actions properly taken at any meeting.
SECTION 8.  Voting

       (a) Unless otherwise provided for in the Articles of Incorporation, each
shareholder shall be entitled, at each meeting and upon each proposal to be
voted upon, to one vote for each share of voting stock recorded in his or her
name on the books of the Corporation on the record date fixed as provided for in
Section 5 of this Article I.

       (b) The presiding officer at any meeting of the shareholders shall have
the power to determine the method and means of voting when any matter is to be
voted upon. The method and means of voting may include, but shall not be limited
to, vote by ballot, vote by hand or vote by voice. No method of voting may be
adopted, however, which fails to take account of any shareholder's right to vote
by proxy as provided for in Section 10 of this Article I. In no event may
any method of voting be adopted which would prejudice the outcome of the vote.


SECTION 9.  Action Without Meeting

       (a) Any action required to be taken at any annual or special meeting of
shareholders of the Corporation, or any action which may be taken at any annual
or special meeting of such shareholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of a majority of the
Corporation's outstanding stock.

       (b) In the event that the action to which the shareholder's consent is
such as would have required the filing of a certificate under the Florida
General Corporation Act if such action had been voted on by shareholders at a
meeting thereof, the certificate filed under such other section shall state that
written consent has been given in accordance with the provisions of Section 9 of
this Article I.

       (c) If shareholder action is taken by written consent in lieu of meeting
signed by less than all of the Corporation's shareholders, then all non-
participating shareholders shall be provided with written notice of the action
taken within 10 days after the date of the written instrument taking such
action.

       (d) No action by written consent in lieu of meeting shall be valid if it
is in contravention of applicable proxy or informational rules adopted pursuant
to the Securities Exchange Act of 1934, as amended, including, without
limitation, the requirements of Section 14 thereof.

SECTION 10.  Proxies

       (a) Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting, or his or her duly authorized
attorney-in-fact, may authorize another person or persons to act for him or her
by proxy.

       (b) Every proxy must be signed by the shareholder or his or her attorney-
in-fact. No proxy shall be valid after the expiration of 11 months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided in
this Section 10.

       (c) The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of any adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of Shareholders.

       (d) Except when other provisions shall have been made by written
agreement between the parties, the record holder of shares held as pledges or
otherwise as security or which belong to another, shall issue to the pledgor or
to such owner of such shares, upon demand therefor and payment of necessary
expenses thereof, a proxy to vote or take other action thereon.

       (e) A proxy which states that it is irrevocable is irrevocable when it is
held by any of the following or a nominee of any of the following: (i) a
pledgee; (ii) a person who has purchased or agreed to purchase the shares; (iii)
a creditor or creditors of the Corporation who extend or continue to extend
credit to the Corporation in consideration of the proxy, if the proxy states
that it was given in consideration of such extension or continuation of credit,
the amount thereof, and the name of the person extending or continuing credit;
(iv) a person who has contracted to perform services as an officer of the
Corporation, if a proxy is required by the contract of employment, if the
Proxy states that it was given in consideration of such contract of employment
and
states the name of the employee and the period of employment contracted for; and
(v) a person designated by or under an agreement as provided in Article I
hereof.
       (f) Notwithstanding a provision in a proxy stating that it is
irrevocable, the proxy becomes revocable after the pledge is redeemed, the
debt of the Corporation is paid, the period of employment provided for in the
contract of employment has terminated, or the agreement under Article I hereof
has terminated and, in a case provided for in Section 10(e)(iii) or Section
10(e)(iv) of this Article I, becomes revocable three years after the date of the
proxy or at the end of the period, if any, specified therein, whichever period
is less, unless the period of irrevocability of the proxy as provided in this
Section 10. This Section 10(f) does not affect the duration of a proxy under
Section 10(b) of this Article I.

       (g) A proxy may be revoked, notwithstanding a provision making it
irrevocable, by a purchaser of shares without knowledge of the existence of the
provisions unless the existence of the proxy and its irrevocability is noted
conspicuously on the face or back of the certificate representing such shares.
       (h) If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide, a majority of such persons present at
the meeting, or if only one is present then that one, may exercise all the
powers conferred by the proxy. If the proxy holders present at the meeting
are equally divided as to the right and manner of voting in any particular case,
the voting of such shares shall be prorated.
       (i) If a proxy expressly so provides, any proxy holder may appoint in
writing a substitute to act in his or her place.
       (j) Notwithstanding anything in the Bylaws to the contrary, no proxy
shall be valid if it was obtained in violation of any applicable requirements of
Section 14 of the Securities Exchange Act of 1934, as amended, or the Rules and
Regulations promulgated thereunder.

SECTION 11.  Voting of Shares by Shareholders
       (a) Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the bylaws
of the corporate shareholder; or, in the absence of any applicable bylaw, by
such person as the Board of Directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a certified
copy of the Bylaws or other instrument of the corporate shareholder.
In the absence of any such designation, or in case of conflicting designation by
The corporate shareholder, the Chairman of the Board, President, any Vice-
President, Secretary and Treasurer of the corporate shareholder, in that order,
shall be presumed to possess authority to vote such shares.
       (b) Shares held by an administrator, executor, guardian or conservator
may be voted by him or her, either in person or by proxy, without a transfer of
such shares into his or her name. Shares standing in the name of a trustee may
be voted as shares held by him or her without a transfer of such shares into his
name.

       (c) Shares standing in the name of a receiver may be voted by such
receiver. Shares held by or under the control of a receiver but not standing in
the name of such receiver, may be voted by such receiver without the transfer
thereof into his name if authority to do so is contained in an appropriate order
of the court by which such receiver was appointed.

       (d) A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee.
       (e) Shares of the capital stock of the Corporation belonging to the
Corporation or held by it in a fiduciary capacity shall not be voted, directly
or indirectly, at any meeting, and shall not be counted in determining the total
number of outstanding shares.

                               ARTICLE II
DIRECTORS

SECTION I.  Board of Directors, Exercise of Corporate Powers

       (a) All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Corporation shall be managed under the
direction of, the Board of Directors except as may be otherwise provided in the
Articles of Incorporation or in Shareholder's Agreement. If any such provision
is made in the Articles of Incorporation or in Shareholder's Agreement, the
powers and duties conferred or imposed upon the Board of Directors shall be
exercised or performed to such extent and by such person or persons as shall be
provided in the Articles of Incorporation or Shareholder's Agreement.

       (b) Directors need not be residents of this state or shareholders of the
Corporation unless the Articles of Incorporation so require.

       (c) The Board of Directors shall have authority to fix the compensation
of directors unless otherwise provided in the Articles of Incorporation.

       (d) A director shall perform his or her duties as a director, including
his or her duties as a member of any committee of the Board upon which he or she
may serve, in good faith, in a manner he or she reasonably believes to be in the
best interests of the Corporation, and with such care as an ordinarily prudent
person in a like position would use under similar circumstances.       (e) In
performing his or her duties, a director shall be entitled to rely
on information, opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by: (i) one or more
officers or employees of the Corporation whom the director reasonably believes
to be reliable and competent in the matters presented; (ii) legal counsel,
public accountants or other persons as to matters which the director reasonably
believes to be within such person's professional or expert competence; or (iii)
a committee of the Board upon which he or she does not serve, duly designated in
accordance with a provision of the Articles of Incorporation or these Bylaws, as
to matters within its designated authority, which committee the director
reasonably believes to merit confidence.

       (f) A director shall not be considered to be acting in good faith if he
or she has knowledge concerning the matter in question that would cause such
reliance described in Section 1(e) of this Article II to be unwarranted.

       (g) A person who performs his or her duties in compliance with Section 1
of this Article II shall have no liability by reason of being or having been a
director of the Corporation.

       (h) A director of the Corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless he or she votes against
such action or abstains from voting in respect thereto because of an asserted
conflict of interest.


SECTION 2.  Number, Election, Classification of Directors, Vacancies

       (a) The Board of Directors of this Corporation shall consist of not less
than one director nor more than fifteen directors. The Board shall have
authority from time to time, to increase the number of directors or to decrease
it to not less than one member, provided that no decrease in the number
of directors shall deprive a serving director of the right to serve throughout
the term of his or her election.

       (b) Each person named in the Articles of Incorporation as a member of the
initial Board of Directors shall serve until his or her successor shall have
been elected and qualified or until his or her earlier resignation, removal from
office, or death.

       (c) At the first annual meeting of shareholders and at each annual
meeting thereafter, the shareholders shall elect directors to hold office until
the next succeeding annual meeting, except in case of the classification of
director as permitted by the Florida General Corporation Act. Each director
shall hold office for the term for which he or she is elected and until his or
her successor shall have been elected and qualified or until his or her earlier
resignation, removal from office, or death, and in compliance with the terms and
conditions of his or her Directorship Agreement.

       (d) These Bylaws provide that the directors be divided into not more than
three classes, as nearly equal in number as possible, whose terms of office
shall respectively expire at different times, but no such term shall continue
longer than four years, and at least one fourth of the directors shall be
elected annually. If directors are classified and the number of directors is
thereafter changed, any increase or decrease in directorship shall be so
apportioned among the classes as to make all classes as nearly equal in number
as possible.

       (e) Any vacancy occurring in the Board of Directors, including any
vacancy created by reason of an increase in the number of directors, may be
filled only by the Board of Directors. A director elected to fill a vacancy
shall hold office only until the next election of directors by the
Shareholders.

SECTION 3.  Removal of Directors

       At a meeting of shareholders called expressly for that purpose, directors
may be removed in the manner provided in this Section 3.  Any director or one or
more of the incumbent directors may be removed from office, with or without
cause, by the vote of shareholders representing not less than two-thirds of the
voting power of the total issued and outstanding stock entitled to voting power.

SECTION 4.  Director Quorum and Voting

(a) A majority of the directors fixed in the manner provided in these Bylaws
shall constitute a quorum for the transaction of business.

       (b) A majority of the members of an Executive Committee or other
committee shall constitute a quorum for the transaction of business at any
meeting of such Executive Committee or other committee.

       (c) The act of a majority of the directors present at a Board meeting at
which a quorum is present shall be the act of the Board of Directors.

       (d) The act of a majority of the members of an Executive Committee
present at an Executive Committee meeting at which a quorum is present shall be
the act of the Executive Committee.

       (e) The act of a majority of the members of any other committee present
at a committee meeting at which a quorum is present shall be the act of the
committee.

       (f) Directors may, if not contrary to applicable law, vote either in
person or by proxy, provided that the proxy holder must be either another
director, an officer or a shareholder of the Corporation; however, any director
who elects to vote by proxy more than three times during any single fiscal year
shall, unless otherwise determined by the Board of Directors, be automatically
removed as a director.
SECTION 5.  Director Conflicts of Interest

       (a) No contract or other transaction between this Corporation and one or
more of its directors or any other corporation, firm, association or entity in
which one or more of its directors are directors or officers or are financially
interested shall be either void or voidable because of such relationship or
interest or because such director or directors are present at the meeting of the
Board of Directors or a committee thereof which authorizes, approves or ratifies
such contract or transaction or because their votes are counted for such
purpose, if:

                   (i) The fact of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes, approves or
ratifies the contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of such interested directors; or

                  (ii) The fact of such relationship or interest is disclosed or
known to the shareholders entitled to vote and they authorize, approve or ratify
such contract or transaction by vote or written consent; or
                  (iii) The contract or transaction is fair and reasonable as to
the Corporation at the time it is authorized by the Board, a committee, or the
shareholders.

       (b) Interested directors, whether or not voting, may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction.

SECTION 6.  Executive and Other Committees, Designation, Authority
(a) The Board of Directors, by resolution adopted by the full Board of
Directors, may designate from among its directors an Executive Committee and one
or more other committees each of which, to the extent provided in such
resolution or in the Articles of Incorporation or these Bylaws, shall have and
may exercise all the authority of the Board of Directors, except that no such
committee shall have the authority to: (i) approve or recommend to shareholders'
actions or proposals required by the Florida General Corporation Act to be
approved by shareholders; (ii) designate candidates for the office of director
for purposes of proxy solicitation or otherwise; (iii) fill vacancies on the
Board of Directors or any committee thereof; (iv) amend these Bylaws; (v)
authorize or approve the reacquisition of shares unless pursuant to a general
formula or method specified by the Board of Directors; or (vi) authorize or
approve the issuance or sale of, or any contract to issue or sell, shares or
designate the terms of a series of a class of shares, unless the Board of
Directors, having acted regarding general authorization for the issuance or sale
of shares, or any contract therefor, and, in the case of a series, the
designation thereof has specified a general formula or method by resolution or
by adoption of a stock option or other plan, authorized a committee to fix the
terms upon which such shares may be issued or sold, including, without
limitation, the price, the rate or manner of payment of dividends, provisions
for redemption, sinking fund, conversion, and voting or preferential rights, and
provisions for other features of a class of shares, or a series of a class of
shares, with full power in such committee to adopt any final resolution setting
forth all the terms of a series for filing with the Department of State under
the Florida General Corporation Act.

       (b) The Board, by resolution adopted in accordance with Section 6(a) of
this Article II, may designate one or more directors as alternate members of any
such committee, who may act in the place and stead of any absent member or
members at any meeting of such committee.

       (c) Neither the designation of any such committee, the delegation thereto
of authority, nor action by such committee pursuant to such authority shall
alone constitute compliance by a member of the Board of Directors, not a member
of the committee in question, with his responsibility to act in good faith, in
manner he reasonably believes to be in the best interests of the Corporation,
and with such care as an ordinarily prudent person in a like position would use
under similar circumstances.

SECTION 7.  Place, Time, Notice and Call of Director's Meeting


(a) Meetings of the Board of Directors, regular or special, may be held
either within or without the State of Florida.

        (b) A regular meeting of the Board of Directors of the Corporation shall
be held for the election of Officers of the Corporation and for the transaction
of such other business as may come before such meeting as promptly as
practicable after the annual meeting of the shareholders of this Corporation
without the necessity of notice other than this Bylaw. Other regular meetings of
the Board of Directors of the Corporation may be held at such places as the
Board of Directors of the Corporation may from time to time resolve without
notice other than such resolution. Special meetings of the Board of Directors
may be held at any time upon call of the Chairman of the Board of Directors or a
majority of the Directors of the Corporation, at such time and at such place as
shall be specified in the call thereof. Notice of any special meeting of the
Board of Directors must be given at least two days prior thereto, if by written
notice delivered personally; or at least five days prior thereto, if mailed; or
at least two days prior thereto, if by telegram; or at least two days prior
thereto, if by telephone. If such notice is given by mail, such notice shall
be deemed to have been delivered when deposited with the United States Postal
Service addressed to the business address of such director with postage thereon
prepaid. If notice be given by telegram, such notice shall be deemed delivered
when the telegram is delivered to the telegraph company. If notice is given by
telephone, such notice shall be deemed delivered when the call is completed.

       (c) Notice of a meeting of the Board of Directors need not be given to
any director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.

       (d) Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

       (e) A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.

       (f) Members of the Board of Directors may participate in a meeting of
such Board by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time. Participation by such means shall constitute
presence in person at a meeting.

SECTION 8.  Action by Directors Without a Meeting

       (a) Any action required by the Florida General Corporation Act to be
taken at a meeting of the Directors of the Corporation, or any action which may
be taken at a meeting of the directors or a committee thereof, may be taken
without a meeting if a consent in writing, setting forth the action so to be
taken, signed by all of the directors, or all of the members of the
committee, as the case may be, and is filed in the minutes of the proceedings of
the Board or of the committee. Such consent shall have the same effect as a
unanimous vote.

       (b) If not contrary to applicable law, directors may take action as the
Board of Directors or committees thereof through a written consent to action
signed by a number of directors sufficient to have carried a vote of the Board
of Directors or committee thereof with all members present and voting; provided,
that all directors not joining in such written instrument shall be deemed for
all purposes to have cast dissenting votes, and that all directors not parties
to such instrument shall receive written notice of all action taken through such
instrument within three days after such instrument shall have been subscribed by
the requisite number of directors required for such action.

SECTION 9.  Compensation

       The directors and members of the Executive and any other committee of the
Board of Directors shall be entitled to such reasonable compensation for their
services and on such basis as shall be fixed from time to time by resolution of
the Board of Directors. The Board of Directors and members of any committee of
that Board of Directors shall be entitled to reimbursement for any reasonable
expenses incurred in attending any Board or committee meeting. Any director
receiving compensation under this Section shall not be prevented from serving
the Corporation in any other capacity and shall not be prohibited from receiving
reasonable compensation for such other services.


SECTION 10.  Resignation

       Any Director of the Corporation may resign at any time by providing the
Board of Directors with written notice indicating the Director's intention to
resign and the effective date thereof.


                                  ARTICLE III
                                    OFFICERS

SECTION 1.  Election, Number, Terms of Office

       (a) The officers of the Corporation shall consist of a Chairman of the
Board, a Chief Executive Officer, a President, a Chief Operating Officer, a
Chief Financial Officer, one or more Vice-Presidents, a Secretary and a
Treasurer, each of whom shall be elected by the Board of Directors at such time
and in such manner as may be prescribed by these Bylaws. Such other officers and
assistance officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors. The officers of the Corporation shall be
hereinafter collectively referred to as the 'Officers.'

       (b) All officers and agents, as between themselves and the Corporation,
shall have such authority and perform such duties in the management of the
Corporation as are provided in these Bylaws, or as may be determined by
resolution of the Board of Directors not inconsistent with these Bylaws.

       (c) Any two or more offices may be held by the same person, except for
the offices of President and Secretary.
       (d) A failure to elect a Chairman of the Board, Chief Executive Officer,
President, Chief Operating Officer, Chief Financial Officer, a Vice-President, a
Secretary or a Treasurer shall not affect the existence of the Corporation.

SECTION 2.  Removal

       An officer of the Corporation shall hold office until the election and
qualification of his successor; however, any officer of the Corporation may be
removed from office by the Board of Directors whenever in its judgment the best
interests of the Corporation will be served thereby. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer shall not of itself create any contract
right to employment or compensation.

SECTION 3.  Vacancies

       Any vacancy in any office from any cause may be filled for the unexpired
portion of the term of such office by the Board of Directors.

SECTION 4.  Powers and duties

       (a) The Chairman of the Board of Directors shall preside over meetings of
the Board of Directors and the shareholders. Unless a separate Chief
Executive Officer is elected, the Chairman shall exercise the powers hereafter
granted to that office. Unless a Chairman of the Board is specifically elected,
the President shall be deemed to be the Chairman of the Board.

       (b) The Chief Executive Officer shall be the principal officer of the
Corporation to whom all other officers shall be subordinate. In the event no
Chief Executive Officer is separately elected, such office shall be assumed by
the Chairman of the Board, and if no such office has been filled, by the
President. Except where by law the signature of the President is required or
unless the Board of Directors shall rule otherwise, the Chief Executive Officer
shall possess the same power as the President to sign all certificates,
contracts and other instruments of the Corporation which may be authorized by
the Board of Directors.
       (c) The Chief Operating Officer of the Corporation shall be responsible
for management of the day-to-day affairs of the Corporation, subject to
compliance with the directions of the Board of Directors and of the Chief
Executive Officer. He shall be responsible for the general day-to-day
supervision of the business and affairs of the Corporation. He shall sign or
countersign all certificates, contracts or other instruments of the Corporation
as authorized by the Board of Directors. He may, but need not, be a member of
the Board of Directors.

       (d) Unless otherwise provided by specific resolution of the Board of
Directors, the President shall be the Chief Operating Officer of the
Corporation. In the absence of a separately elected or available Chief Executive
Officer or Chairman of the Board, the President shall be the Chief Executive
Officer of the Corporation and shall preside at all meetings of the
Shareholders and the Board of Directors. He shall make reports to the Board of
Directors. The Board of Directors will at all times retain the power to
expressly delegate the duties of the President to any other officer of the
Corporation.

       (e) The Chief Financial Officer shall be responsible for coordinating all
financial aspects of the Corporations' operations, including strategic financial
planning, the supervision of the Corporation's Treasurer, Comptroller and
outside auditors. In the event an Audit Committee of the Board of Directors is
designated and serving, he shall be responsible for keeping such committee
fully and timely informed of all matters under its jurisdiction. In addition,
the Chief Financial Officer shall be responsible for overseeing preparation and
filing of all reports of the Corporations' activities required to be filed,
either periodically or on a special basis with the United States Internal
Revenue Service and Securities and Exchange Commission and other federal and
state governmental agencies.

       (f) The Vice-President(s), if any, in the order designated by the Board
of Directors, shall exercise the functions of the President in the event of the
absence, disability, death, or refusal to act of the President. During the time
that any Vice-President is properly exercising the functions of the President,
such Vice-President shall have all the powers of and be subject to all
restrictions upon the President. Each Vice-President shall have such other
duties as are assigned to him from time to time by the Board of Directors or by
the President of the Corporation.

        (g) The Secretary of the Corporation shall keep the minutes of the
meetings of the shareholders of the Corporation, and, unless provided otherwise
by the Chairman at any meeting of the Board of Directors, the Secretary shall
keep the minutes of the meetings of the Board of Directors of the Corporation.
The Secretary shall be the custodian of the minute books of the Corporation and
such other books and records of the Corporation as the Board of Directors of
the Corporation may direct. The Secretary of the Corporation shall have the
general responsibility for maintaining the stock transfer books of the
Corporation, or of supervising the maintenance of the stock transfer books of
the Corporation by the transfer agent, if any, of the Corporation. The Secretary
shall be the custodian of the corporate seal of the Corporation and shall affix
the corporate seal of the Corporation on contracts and other instruments as the
Board of Directors may direct. The Secretary shall perform such other duties as
are assigned to him from time by the Board of Directors or the President of the
Corporation.

       (h) The Treasurer of the Corporation shall be directly subordinate to the
Chief Financial Officer. In the absence of a Chief Financial Officer, such
office shall be filled by the Treasurer. The Treasurer shall have custody of all
funds and securities owned by the Corporation. The Treasurer shall cause to be
entered regularly in the proper books of account of the Corporation full and
accurate accounts of the receipts and disbursements of the Corporation. The
Treasurer of the Corporation shall render a statement of the cash, financial and
other accounts of the Corporation whenever he is directed to render such a
statement by the Board of Directors or by the President of the Corporation. The
Treasurer shall at all reasonable times make available the Corporations' books
and financial accounts to any director of the Corporation during normal business
hours. The Treasurer shall perform all other acts incident to the office of
Treasurer of the Corporation, and he shall have such other duties as are
assigned to him from time to time by the Board of Directors or the President of
the Corporation.

       (i) Other subordinate or assistant officers appointed by the Board of
Directors or by the President, if such authority is delegated to him by the
Board of Directors, shall exercise such powers and perform such duties as may be
delegated to them by the Board of Directors, the Chief Executive Officer or by
the President, as the case may be.
       (j) In case of the absence or disability of any officer of the
Corporation and of any person authorized to act in his place during such period
of absence or disability, the Board of Directors may from time to time delegate
the powers and duties of such officer or any director or any other person whom
it may select.


SECTION 5.  Salaries

       The salaries of all officers of the Corporation shall, except as
otherwise determined or required by an agreement entered into among all the
shareholders of the Corporation, be fixed by the Board of Directors. No officer
shall be ineligible to receive such salary by reason of the fact that he is also
a director of the Corporation and receiving compensation therefor.
                                 ARTICLE IV

                        LOANS TO EMPLOYEES AND OFFICERS,
                 GUARANTEE OF OBLIGATIONS OF EMPLOYEES AND OFFICERS

        This Corporation may lend money to, guarantee any obligation of, or
otherwise assist any officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a director of the
Corporation or of a subsidiary, whenever, in the judgment of the directors, such
loan, guarantee or assistance may reasonably be expected to benefit the
Corporation. The loan, guarantee or other assistance may be with or without
interest, and may be unsecured, or secured in such manner as the Board of
Directors shall approve including, without limitation, a pledge of shares of
stock of the Corporation. Nothing in these Articles shall be deemed to deny,
limit or restrict the powers of guarantee or warranty of this Corporation at
common law or under any statute.
                                    ARTICLE V
                    STOCK CERTIFICATES, VOTING TRUSTS, TRANSFERS

SECTION 1.  Certificates Representing Shares

       (a) Every holder of shares of this Corporation shall be entitled to one
or more certificates, representing all shares to which he is entitled and such
certificates shall be signed by the Chairman, Chief Executive Officer, the
President or a Vice-President and the Secretary or an Assistant Secretary of the
Corporation and may be sealed with the seal of the Corporation or a facsimile
thereof. The signatures of the Chairman, the Chief Executive Officer, the
President or Vice-President and the Secretary or Assistant Secretary may be
facsimiles if the certificate is manually signed on behalf of a transfer agent
or a registrar, other than the Corporation itself or an employee of the
Corporation. In case any officer who signed or whose facsimile signature has
Been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the Corporation with the
same effect as if it were executed by the appropriate officer at the date of its
issuance.

       (b) Every certificate representing shares issued by this Corporation
shall, if shares are divided into one or more classes or series with differing
rights, state that the Corporation will furnish to any shareholder upon request
and without charge a full statement of: (i) the designations, preferences,
limitations, and relative rights of the shares of each class or series
authorized to be issued, and (ii) the variations in the relative rights and
preferences between the shares of each such series, if the Corporation is
authorized to issue any preferred or special class in series and so far as
the same have been fixed and determined, and the authority of the Board of
Directors to fix and determine, the relative rights and preferences of
subsequent series.

       (c) Every certificate representing shares which are restricted as to
sale, disposition or other transfer (including restrictions based on federal or
state securities and other laws) shall state that such shares are restricted as
to transfer and shall set forth or fairly summarize upon the certificate, or
shall state that the Corporation will furnish to any shareholder upon request
and without charge a full statement of, such restrictions.

       (d) Each certificate representing shares shall state upon the face
thereof: (i) the name of the Corporation; (ii) that the Corporation is organized
under the laws of the State of Florida; (iii) the name of the person or persons
to whom issued; (iv) the number and class of shares, and the designation of the
series, if any, which such certificate represents; and (v) the par value of each
share represented by such certificate, or a statement that the shares are
without par value.

       (e) No certificate shall be issued for any shares until they are fully
paid for.

SECTION 2.  Transfer Books
       The Corporation shall keep at its registered office or principal place of
business or in the office of its transfer agent or registrar, a book (or books
where more than one kind, class, or series of stock is outstanding) to be known
as the Stock Book, containing the names, alphabetically arranged, addresses and
Social Security numbers of every shareholder and the number of shares each kind,
class or series of stock held of record. Where the Stock Book is kept in the
office of the transfer agent, the Corporation shall keep at its office in the
State of Florida copies of the stock lists prepared from said Stock Book and
sent to it from time to time by said transfer agent. The Stock Book or stock
lists shall show the current status of the ownership of shares of the
corporation provided that, if the transfer agent of the Corporation be located
elsewhere, a reasonable time shall be allowed for transit or mail.

SECTION 3.  Transfer of Shares

       (a) The name(s) and address(es) of the person(s) to whom shares of stock
of this Corporation are issued, shall be entered on the Stock Transfer Books of
the Corporation, with the number of shares and date of issue.

       (b) Transfer of shares of the Corporation shall be made on the Stock
Transfer Books of the Corporation by the Secretary or the transfer agent,
subject to compliance with any restrictions specified on such certificate, only
when the holder of record thereof or the legal representative of such holder of
record or the attorney-in-fact of such holder of record, authorized by power of
attorney duly executed and filed with the Secretary or transfer agent of the
Corporation, shall surrender the Certificate representing such shares for
cancellation. Lost, destroyed or stolen Stock Certificates shall be
replaced pursuant to Section 5 of this Article V.

       (c) The person or persons in whose names shares stand on the books of the
Corporation shall be deemed by the Corporation to be the owner of such shares or
all purposes, except as otherwise provided pursuant to Sections 10 and 11 of
Article I, or Section 4 of Article V.

        (d) Shares of the Corporation capital stock shall be freely transferable
without the required Board of Director's consent, unless such consent
requirement has been imposed pursuant to a binding written contract subscribed
to by the holder or his or her predecessor in interest.

SECTION 4.  Voting Trusts

       (a) Any number of Shareholders of the Corporation may create a voting
trust for the purpose of conferring upon a trustee or trustees the right to vote
or otherwise represent their shares, for a period not to exceed ten years, by:
(i)	entering into a written voting trust agreement specifying the terms and
conditions of the voting trust; (ii) depositing a counterpart of the agreement
with the Corporation at its registered office; and (iii) transferring their
shares to such trustee or trustees for the purposes of this Agreement. Prior to
the recording of the agreement, the shareholder concerned shall render the stock
certificate(s) described therein to the Corporate Secretary who shall note on
each certificate:

-This Certificate is subject to the provisions of a voting trust agreement dated
_____________, recorded in Minute Book ___________________, of the Corporation.
					________________________________
					Secretary

       (b) Upon the transfer of such shares, voting trust certificates shall be
issued by the trustee or trustees to the shareholders who transfer their shares
in trust. Such trustee or trustees shall keep a record of the holders of voting
trust certificates evidencing a beneficial interest in the voting trust, giving
the names and addresses of all such holders and the number and class or the
shares in respect of which the voting trust certificates held by each are
issued, and shall deposit a copy of such record with the Corporation at its
registered office.

       (c) The counterpart of the voting trust agreement and the copy of such
record so deposited with the Corporation shall be subject to the same right of
examination by a shareholder of the Corporation, in person or by agent or
attorney, as are the books and records of the Corporation, and such counterpart
and such copy of such record shall be subject to examination by any holder of
record of voting trust certificates either in person or by agent or attorney, at
any reasonable time for any proper purpose.

       (d) At any time before the expiration of a voting trust agreement as
originally fixed or as extended one or more times under this Section 4(d), one
or more holders of voting trust certificates may, by agreement in writing,
extend the duration of such voting trust agreement, nominating the same or
substitute trustees, for an additional period not exceeding 10 years.  Such
extension agreement shall not affect the rights or obligations or persons not
parties to the agreement, and such persons shall be entitled to remove their
shares from the trust and promptly to have their stock certificates reissued
upon the expiration of the original term of the voting trust agreement.  The
extension agreement shall in every respect comply with and be subject to all the
provisions of this Section 4, applicable to the original voting trust agreement
except that the 10 year maximum period of duration shall commence on the date of
adoption of the extension agreement.

       (e) The trustees under the terms of the agreements entered into under the
provisions of this Section 4, shall not acquire the legal title to the shares
but shall be vested only with the legal right and title to the voting power
which is incident to the ownership of the shares.

       (f) Notwithstanding generally applicable prohibitions against a
corporation's voting of treasury stock, if the Corporation is the trustee under
a voting trust, it shall have full authority to vote such shares in accordance
with the terms of the voting trust agreement, even if such agreement vests
absolute and unfettered voting discretion in the trustee and notwithstanding
that the voting trust was created at the prompting or direction of the
Corporation, its officers or directors.

SECTION 5.  Lost, Destroyed, or Stolen Certificates

       No Certificate representing shares of stock in the Corporation shall be
issued in place of any Certificate alleged to have been lost, destroyed, or
stolen except on production of evidence, satisfactory to the Board of Directors,
of such loss, destruction or theft, and, if the Board of Directors so requires,
upon the furnishing of an indemnity bond in such amount (but not to exceed
twice the fair market value of the shares represented by the Certificate) and
with such terms and with such surety as the Board of Directors may, in its
discretion, require.

                                ARTICLE VI

                             BOOKS AND RECORDS

       (a) The Corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its shareholders, Board of
Directors and committees of directors.

       (b) Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.

       (c) Any person who shall have been a holder of record of shares, or the
holder of record of voting trust certificates for, at least five percent of the
outstanding shares of any class or series of the Corporation, upon written
demand stating the purpose thereof, shall; subject to the qualifications
contained in subsection (d) hereof, have the right to examine, in person or by
agent or attorney, at any reasonable time or times, for any purpose, its
relevant books and records of account, minutes and records of shareholders and
to make extracts therefrom.

       (d) No shareholder who within two years has sold or offered for sale any
list of shareholders or of holders of voting trust certificates for shares of
this Corporation or any other corporation; has aided or abetted any person
inprocuring any list of shareholders or of holders of voting trust certificates
for any such purpose; or has improperly used any information secured through any
prior examination of the books and records of account, minutes, or record of
shareholders or of holders of voting trust certificates for shares of the
Corporation of any other corporation; shall be entitled to examine the documents
and records of the Corporation as provided in Section (c) of this Article VI. No
shareholder who does not act in good faith or for a proper purpose in making his
demand shall be entitled to examine the documents and records of the Corporation
as provided in Section (c) of this Article VI.

       (e) Unless modified by resolution of the shareholders, this Corporation
shall prepare not later than four months after the close of each fiscal year:
i)	A balance sheet showing in reasonable detail the financial conditions
of the  Corporation as of the date of the close of its fiscal year. (ii)A Profit
and Loss statement showing the results of its operation during its fiscal year.

       (f) Upon the written request of any shareholder or holder of voting trust
certificates for shares of the Corporation, the Corporation shall mail to such
shareholder or holder of voting trust certificates a copy of its most recent
balance sheet and profit and loss statement.

       (g) Such balance sheets and profit and loss statements shall be filed and
kept for at least five years in the registered office of the Corporation in the
State of Florida and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.

                                       ARTICLE VII

                                        DIVIDENDS
       The Board of Directors of the Corporation may, from time to time,
declare, and the Corporation may pay dividends on its own shares, except when
the Corporation is insolvent or when the payment thereof would render the
Corporation insolvent, subject to the following provisions:

       (a) Dividends in cash or property may be declared and paid, except as
otherwise provided in this Article VII, only out of the unreserved and
unrestricted earned surplus of the Corporation or out of capital surplus,
however arising, but each dividend paid out of capital surplus shall be
identified as a distribution of capital surplus, and the amount per share paid
from such capital surplus shall be disclosed to the shareholders receiving
the same concurrently with the distribution.

       (b) If the Corporation shall engage in the business of exploiting natural
resources or other wasting assets and if the Articles of Incorporation so
provide, dividends may be declared and paid in cash out of depletion or similar
reserves, but each such dividend shall be identified as distribution of such
reserves and the amount per share paid from such reserves shall be disclosed to
the shareholders receiving the same concurrently with the distribution thereof.

       (c) Dividends may be declared and paid in the Corporation's treasury
shares.

       (d) Dividends may be declared and paid in the Corporation's authorized
but unissued shares, out of any unreserved and unrestricted surplus of the
Corporation, upon the following conditions:
(i)	If a dividend is payable in the Corporations' own shares having a par
value,  such shares shall be issued at not less than the par value thereof and
there shall be transferred to stated capital at the time such dividend is paid
an amount of surplus equal to the aggregate par value of the shares to be issued
as a dividend.
(ii)	If a dividend is payable in the Corporations' own shares without par
value, such shares shall be issued at a stated value fixed by the Board of
Directors by resolution adopted at the time such dividend is declared,
and there shall be transferred to stated capital at the time such dividend is
paid an amount of surplus equal to the aggregate stated value so fixed and the
amount per share so transferred to stated capital shall be disclosed to the
shareholders receiving such dividend concurrently with the payment thereof.

       (e) No dividend payable in shares of any class shall be paid to the
holders of shares of any other class unless the Articles of Incorporation so
provide or such payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class which the payment is to be made.

       (f) A split or division of the issued shares of any class into a greater
number of shares of the same class without increasing the stated capital of the
Corporation shall not be construed to be a stock dividend within the meaning of
this Article VII.

                                         ARTICLE VIII
                                             SEAL

       The Board of Directors shall adopt a Corporate Seal, which shall be
circular in form and shall have inscribed thereon the name of the Corporation,
the state of incorporation and the year of incorporation.

                                          ARTICLE IX

                                       INDEMNIFICATION

This Corporation may, in its discretion, indemnify any director, officer,
employee, or agent in the following circumstances and in the following manner:

       (a) The Corporation may indemnify any person who was or is a part, or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by, or in the right of, the Corporation) by reason of the
fact that he is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys' Fees
at all trial and appellate levels), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding, including any appeal thereof, if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonable believed to be in, or not opposed to, the best
interests of the Corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

       (b) The Corporation may indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee, or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against expenses (including attorneys' fees at all trial and
appellate levels), actually and reasonable incurred by him in connection with
the defense of settlement of such action or suit, including any appeal thereof,
if he acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interest of the Corporation, except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless, and only to
the extent that, the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is rarely and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

       (c) To the extent that a director, officer, employee, or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in Sections (a) or (b) of this Article
IX, or in defense of any claim, issue, or matter therein, shall be indemnified
against expenses (including attorneys' fees at trial and appellate levels)
actually and reasonably incurred by him in connection therewith.

       (d) Any indemnification under Sections (a) or (b) of this Article IX,
unless pursuant to a determination by a court, shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections (a) or (b) or this Article IX. Such determination shall initially be
made by the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit, or proceeding. If the Board
of Directors shall, for any reason, decline to make such a determination, then
such determination shall be made by the shareholders by a majority vote of a
quorum consisting of shareholders who were not parties to such action, suit or
proceeding; provided, however, that a determination made by the Board of
Directors pursuant to this Section may be appealed to the shareholders by the
party seeking indemnification or any party entitled to call a special meeting of
the shareholders pursuant to Section 2 of Article I and, in such case, the
determination made by the majority vote of a quorum consisting of shareholders
who were not parties to such action, suit, or proceeding shall prevail over a
contrary determination of the Board of Directors pursuant to this Section.

       (e) Expenses (including attorneys' fees at all trial and appellate
levels) incurred in defending a civil or criminal action, suit or proceeding may
be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding upon a preliminary determination following one of the
procedures set forth in this Article IX, that a director, officer, employee or
agent met the applicable standard of conduct set forth in this Article IX, and
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount, unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation as authorized in this
section.

       (f) The Corporation may make any other or further indemnification, except
an indemnification against gross negligence or willful misconduct, under any
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in the indemnified party's official capacity and as to action in
another capacity while holding such office.

       (g) Indemnification as provided in this Article IX may continue as to a
person who has ceased to be a director, officer, employee or agent and may inure
to the benefit of the heirs, executors and administrators of such a person upon
a proper determination initially made by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit, or proceeding. If the Board of Directors shall, for any reason, decline to
make such a determination, then such determination may be made by the
shareholders by a majority vote of a quorum consisting of shareholders who were
not parties to such action, suit or proceeding; provided, however, that a
determination made by the Board of Directors pursuant to this Section may be
appealed to the shareholders by the party seeking indemnification or his
representative or by any party entitled to call a special meeting of the
shareholders pursuant to Section 2 or Article I and in such case, the
determination made by the majority vote of quorum consisting of shareholders
who were not parties to such action, suit, or proceeding shall prevail over a
contrary determination of the Board of Directors pursuant to this Section (g)

        (h) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against any liability asserted against him and incurred by
him in any such capacity or arising out of his status as such, whether or not
the Corporation would have the power to indemnify him against such liability
under the provisions of this Article IX.

       (i) If any expenses or other amounts are paid by way of indemnification,
otherwise than by court order or action by the shareholders or by an insurance
carrier pursuant to insurance maintained by the Corporation, the Corporation
shall, not later than the time of delivery to shareholders or written notice of
the next annual meeting of shareholders unless such meeting is held within three
months from the date of such payment, and, in any event, within 15 months
fromthe date of such payment, deliver either personally or by mail to each
shareholder of record at the time entitled to vote for the election of directors
a statement specifying the persons paid, the amount paid, and the nature and
status at the time of such payment of the litigation or threatened litigation.

       (j) This Article IX shall be interpreted to permit indemnification to the
fullest extent permitted by law. If any part of this Article shall be found to
be invalid or ineffective in any action, suit or proceeding, the validity and
effect of the remaining part thereof shall not be affected. The provisions of
this Article IX shall be applicable to all actions, claims, suits, or
proceedings made or commenced after the adoption hereof, whether arising from
acts or omissions to act occurring before or after its adoption.

                                      ARTICLE X

                                AMENDMENT OF BYLAWS

       The Board of Directors shall have the power to amend, alter, or repeal
these Bylaws, and to adopt new Bylaws.

                                  ARTICLE XI

                                  FISCAL YEAR
       The Fiscal Year of this Corporation shall be determined by the Board of
Directors.


                                 ARTICLE XII

                           MEDICAL REIMBURSEMENT
SECTION 1.  Benefits
       The Corporation may, subject to approval of the Board of Directors
reimburse all employees for expenses incurred by themselves and their
dependents, as defined in Section 152 of the Internal Revenue Code of 1954, as
amended (the 'IRC'), for medical care, as defined in IRC Section 213(e) or any
successor section thereto, subject to the conditions and limitations hereinafter
set forth.        It is the intention of the Corporation that the benefits
payable to
employees hereunder will be excluded from their gross income pursuant to IRC
Section 105 or any successor section thereto.

SECTION 2.  Employees Defined

       The term 'employees' as used in this medical expense plan is hereby
defined to include all individuals employed by the corporation except the
following:

       (a) Employees who have not completed three months of service as is
provided in IRC Section 105(h)(3)(b)(i), or any successor section thereto;
       (b) Employees who have not attained the age of 25 years;
       (c) Employees who are part-time or seasonal as is defined in IRC Section
           105(h)(3)(b)(iii) or any successor section thereto;
       (d) Employees who are included in a unit of employees covered by an
agreement between employee representatives and one or more employers found to be
a collective bargaining agreement; where accident and health benefits were the
subject of good faith bargaining between such employee representatives and such
employer(s) as is defined in IRC Section 105(h)(3)(b)(iv) or any successor
section thereto;

       (e) Employees who are nonresident aliens and who receive no earned income
from the employer which constitutes income from sources within the United
States as is further defined in IRC Section 105(h)(5)(b)(v) or any successor
Section thereto.

SECTION 3.  Limitations

       (a) The Corporation will reimburse any employee no more than $5,000.00 in
any fiscal year for medical care expenses;

       (b) Reimbursement or payment provided under this plan will be made by the
Corporation only in the event and to the extent that such reimbursement or
payment is not provided under any insurance policy(ies), whether owned by the
Corporation or the employee, or under any other health and accident or wage
continuation plan;

       (c) In the event that there is such an insurance policy or plan in effect
providing for reimbursement in whole or in part, then to the extent of the
coverage under such policy or plan, the Corporation will be relieved of any and
all liability hereunder.


SECTION 4.  Submission of Proof

       Any employee applying for reimbursement under this plan will submit to
the Corporation, at least quarterly, all bills for medical care, including
premium notices for accident or health insurance, for verification by the
Corporation prior to payment. Failure to comply herewith, may at the discretion
of the Board of Directors, terminate such employee's right to said
reimbursement.

SECTION 5.  Discontinuation

       This plan will be subject to termination at any time by vote of the Board
of Directors; provided, however, that medical care expenses incurred prior to
such termination will be reimbursed or paid in accordance with the terms of this
plan.

SECTION 6.  Determination

       The Chief Executive Officer will determine all questions arising from the
administration and interpretation of the Plan except where reimbursement is
claimed by the President. In such case determination will be made by the Board
of Directors.

                                   *     *     *

       The undersigned, being the duly elected and acting secretary of the
Corporation, hereby certifies that the foregoing constitute the validly adopted
and true Bylaws of the Corporation, as of the date set forth below.


Dated:
							Secretary


							(Corporate Seal)
Witness


                                                         EXHIBIT 3(iii).1




                                ARTICLES OF AMENDMENT
                                         TO
                          ARTICLES OF INCORPORATION
                                         OF

                  UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.

(present name)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida
profit corporation adopts the following articles of amendment to its articles of
incorporation:

FIRST: Amendment(s) adopted: (indicate article number(s) being amended, added or
deleted)


Article IV, Capital Stock shall be amended to read as follows:


ARTICLE IV - CAPITAL STOCK

This corporation is authorized to issue one hundred million (100,000,000) shares
of common stock, which shall have a par value of one thousandth of one dollar
($.001) per share.



Article XI, Special Meetings is to be added to the Articles of Incorporation and
shall read as follows:


ARTICLE XI - SPECIAL MEETINGS
A special meeting of the shareholders of the Corporation may be called for any
purpose or purposes at any time by the President of the Corporation, by the
Board of Directors or by the holders of not less than 40% of the outstanding
capital stock of the Corporation entitled to vote at such meeting.



Article XII, Removal of Directors is to be added to the Articles of
Incorporation and shall read as follows:


ARTICLE XII - REMOVAL OF DIRECTORS
Any director or one or more of the incumbent directors may be removed from
office, with or without cause, by the vote of shareholders representing not less
than two-thirds of the voting power of the total issued and outstanding stock
entitled to voting power.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the amendment if not
contained in the amendment itself, are as follows:



THIRD: The date of each amendment's adoption:
..
FOURTH: Adoption of Amendment(s) (CHECK ONE)

X	The amendment(s) was/were approved by the shareholders. The number of
votes cast for the amendment(s) was/were sufficient for approval.

	The amendment(s) was/were approved by the shareholders through voting
groups. The following statement must be separately provided for each voting
group entitled to vote separately on the amendment(s):

    	The amendment(s) was/were adopted by the board of directors without
shareholder action and shareholder action was not required.

	The amendment(s) was/were adopted by the incorporators without shareholder
action and shareholder action was not required.


       Signed as of this _________ day of _____________________________, 2002.



Signature
              (By the Chairman or Vice Chairman of the Board of Directors,
President or other officer if adopted by the shareholders)


OR

(By a director if adopted by the directors)

OR

(By an incorporator if adopted by the incorporators)


__________________________________________________
Typed or printed name








                                                EXHIBIT 3(iv).1


                             (STATE OF FLORIDA - LOGO)

                                Department of State



I certify the attached is a true and correct copy of the Articles of
Incorporation of UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC., a Florida
corporation, filed on December 26, 2001, as shown by the records of this
office.

The document number of this corporation is PO1OOO121766





                                        Given under my hand and the
                                      Great Seal of the State of Florida
                                    at Tallahassee, the Capitol, this the
                                   Twenty-eighth day of December, 2001


(Great Seal of the State of                         s/s Katherine Harris
  Florida - Logo)                                  ----------------------
                                                    Katherine Harris
                                                   Secretary of State




























                                                          EXHIBIT 3(v).1


                             (STATE OF FLORIDA - LOGO)

                                Department of State




I certify from the records of this office that UNIVERSAL HEALTHCARE
MANAGEMENT SYSTEMS, INC. is a corporation organized under the laws of
the State of Florida, filed on December 26, 2001.

The document number of this corporation is P01000121766.

I further certify that said corporation has paid all fees due this office
through December 31, 2002, that its most recent annual report/uniform business
report was filed on March 31, 2002, and its status is active.

I further certify that said corporation has not filed Articles of Dissolution.






                                              Given under my hand and the
                                             Great Seal of the State of Florida
                                           at Tallahassee, the Capitol this the
                                            Eighteenth day or June, 2002


(Great Seal of the State of                         s/s Katherine Harris
  Florida - Logo)                                  ----------------------
                                                    Katherine Harris
                                                   Secretary of State


















                                                        EXHIBIT 3(vi).1


                         RESOLUTIONS ADOPTED BY INCORPORATOR

                                      OF

                    UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.


The undersigned, being the sole Incorporator of the Corporation hereby adopts
the following resolutions:

(1)	RESOLVED, that a copy of the Certificate and Articles of Incorporation of
the Corporation be inserted in the Minute Book of the Corporation.

(2)	RESOLVED, that the form of First Bylaws submitted to the meeting be, and
the same hereby are, adopted as and for the Bylaws of the Corporation, and that
a copy thereof be placed in the Minute Book of the Corporation, directly
following the Certificate or Incorporation.

(3)	RESOLVED, that founder Kenneth N. Hankin of the Corporation be allowed to
purchase five hundred thousand (500,000) shares of restricted stock at par value
and that founder Ardie R. Nickel be allowed to purchase one hundred thousand
(100,000) shares of restricted stock at par value with said rights of purchase
having to be exercised within one hundred eighty (180) days of the first day of
trading as a public company.
(4)	RESOLVED, that the following persons be, and they hereby are, elected as
Directors of the Corporation, to serve until the first annual meeting of
shareholders, and until their successors are elected and qualify:

		Edward R. Annis, M.D.
		J. Martin Barrash, M.D.
		G. Stephen Brown, M.D.
		E. Mark Haacke, Ph.D.
		Kenneth N. Hankin
            William S. Kubricht, Jr.
            Ardie R. Nickel
            William J. Walker, Jr., Ph.D.


Date: April 10, 2002
/s/ Kenneth Hankin
----------------------------
KENNETH N. HANKIN, INCORPORATOR












                                                          EXHIBIT 3(vi).2


BOARD OF DIRECTOR'S RESOLUTION ADDING A DIRECTOR


A special meeting of the Board of Directors of Universal Healthcare Management
Systems, Inc., (the "Corporation") was held telephonically.  Pursuant to a duly
made and seconded motion, a majority of the Board of Directors of the
Corporation voted to adopt the following resolution:

RESOLVED, that the undersigned, being a majority of the Directors of the
Corporation, do hereby ratify, confirm, approve and appoint the directorship of,
and entering into a Directorship Agreement with Arthur T. Porter, M.D. as a
Director of the Corporation.

The undersigned, Ardie R. Nickel certifies that he is the duly appointed
Secretary of the Corporation and that the above is a true and correct copy of a
resolution duly adopted at a meeting of the Board of Directors thereof, convened
and held in accordance with law and the Bylaws of said Corporation on July 18,
2002 and that such resolution is now in full force and effect.

IN WITNESS THEREOF, by affixing my name as Secretary of the Corporation and
having attached the seal of the Corporation to this resolution I certify that
this is a true and correct copy.


SIGNED:  /s/  Ardie Nickel     CORPORATE SEAL:
         ------------------
ARDIE R. NICKEL, SECRETARY



DATE  JULY 18, 2002.




ATTEST TO BY:


/S/ Kenneth Hankin
------------------------------
KENNETH N. HANKIN, PRESIDENT AND C.E.O.













                                                          EXHIBIT 3(vi).3


BOARD OF DIRECTOR'S RESOLUTION ADDING A DIRECTOR


A special meeting of the Board of Directors of Universal Healthcare Management
Systems, Inc., (the "Corporation") was held telephonically.  Pursuant to a duly
made and seconded motion, a majority of the Board of Directors of the
Corporation voted to adopt the following resolution:

RESOLVED, that the undersigned, being a majority of the Directors of the
Corporation, do hereby ratify, confirm, approve and appoint the directorship of,
and entering into a Directorship Agreement with Daniel K. Kido, M.D. as a
Director of the Corporation.

The undersigned, Ardie R. Nickel certifies that he is the duly appointed
Secretary of the Corporation and that the above is a true and correct copy of a
resolution duly adopted at a meeting of the Board of Directors thereof, convened
and held in accordance with law and the Bylaws of said Corporation on July 18,
2002 and that such resolution is now in full force and effect.

IN WITNESS THEREOF, by affixing my name as Secretary of the Corporation and
having attached the seal of the Corporation to this resolution I certify that
this is a true and correct copy.




SIGNED:  /s/  Ardie Nickel     CORPORATE SEAL:
         ------------------
ARDIE R. NICKEL, SECRETARY



DATE  JULY 18, 2002.




ATTEST TO BY:


/S/ Kenneth Hankin
------------------------------
KENNETH N. HANKIN, PRESIDENT AND C.E.O.











                                                      EXHIBIT 3(vi).4


BOARD OF DIRECTOR'S RESOLUTION ADDING A DIRECTOR


A special meeting of the Board of Directors of Universal Healthcare Management
Systems, Inc., (the "Corporation") was held telephonically.  Pursuant to a duly
made and seconded motion, a majority of the Board of Directors of the
Corporation voted to adopt the following resolution:

RESOLVED, that the undersigned, being a majority of the Directors of the
Corporation, do hereby ratify, confirm, approve and appoint the directorship of,
and entering into a Directorship Agreement with Susan F. Reynolds, M.D., Ph.D.
as a Director of the Corporation.

The undersigned, Ardie R. Nickel certifies that he is the duly Appointed
Secretary of the Corporation and that the above is a true and correct copy of a
resolution duly adopted at a meeting of the Board of Directors thereof, convened
and held in accordance with law and the Bylaws of said Corporation on June 4,
2002 and that such resolution is now in full force and effect.

IN WITNESS THEREOF, by affixing my name as Secretary of the Corporation and
having attached the seal of the Corporation to this resolution I certify that
this is a true and correct copy.



SIGNED:  /s/  Ardie Nickel     CORPORATE SEAL:
         ------------------
ARDIE R. NICKEL, SECRETARY



DATE  JUNE 4, 2002.




ATTEST TO BY:


/S/ Kenneth Hankin
------------------------------
KENNETH N. HANKIN, PRESIDENT AND C.E.O.











                                                      EXHIBIT 23



CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
80 S.W. 8th Street, Suite 2000
Miami, FL 33130

I hereby consent to the use of my audit report dated August 28, 2002, in the
Form 10-SB of Universal Healthcare Management Systems, Inc.. for the period
ended June 30, 2002.

Michael Johnson & Co. LLP.
Certified Public Accountant

September 25, 2002.







                                                         EXHIBIT 99.1

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  SUCH SECURITIES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THERE
FROM UNDER SAID ACT.

                               WARRANT TO PURCHASE

_____________ SHARES

UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.

(Incorporated under the laws of the State of Florida)

WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES AT $.001 PAR VALUE

COMMON STOCK OF UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
CLASS "A1" CERTIFICATE AT THE CONVERSION COST OF $.90/$.90

EXERCISABLE ONLY AFTER THE FIRST DAY OF COMPANY'S PUBLIC TRADING
AND VOID NINETY DAYS AFTER THAT DATE

1. Universal Healthcare Management Systems, Inc. (the "Company"), hereby
certifies that, for value received,
_______________________________________________ [BUYER], (referred to herein as
the "Holder"), is entitled to purchase, subject to the terms and conditions
hereinafter set forth, at anytime from and after "the first day of Company's
public trading" and on or before "ninety days after that date" (the "Warrant
Period"), up to __________ shares of the $.001 par value common stock ("Common
Stock") of the Company.  This Warrant may be exercised in whole or in part. Such
exercise shall be accomplished by tender to the Company of the purchase
price of $.90 per share (the "Warrant Price"), either in cash or by certified
check or bank cashier's check, payable to the order of the Company, together
with presentation and surrender to the Company of this Warrant with an executed
subscription in substantially the form attached hereto as Exhibit A.
Fractional shares of the Company's Common Stock will not be issued upon the
exercise of this Warrant.  Upon twenty (20) days prior written notice to all
holders of the Warrants, the Company shall have the right to reduce the exercise
price and/or extend the term of the Warrants.

2.  The Company agrees at all times to reserve and hold available out of the
aggregate of its authorized but unissued Common Stock the number of shares of
its Common Stock issuable upon the exercise of this and all other Warrants of
like tenor then outstanding.  The Company further covenants and agrees that all
shares of Common Stock that may be delivered upon the exercise of this Warrant
will, upon delivery, be fully paid and non-assessable and free from all taxes,
liens and charges with respect to the purchase thereof hereunder.

3.  This Warrant does not entitle the Holder to any voting rights or other
rights as a shareholder of the Company, nor to any other rights whatsoever
except the rights herein set forth, and no dividend shall be payable or accrue
by reason of this Warrant or the interest represented hereby, or the shares
purchasable hereunder, until or unless, and except to the extent that, this
Warrant is exercised.

4.  The Warrant price and the number of shares purchasable upon the exercise of
this Warrant are subject to adjustment from time to time upon the occurrence of
any of the events specified in this Section 4.

(a)	In case the Company shall (i) pay a dividend in shares of Common Stock or
make a distribution in shares of Common Stock, (ii) subdivide its outstanding
shares of Common Stock into a greater number of shares, (iii) combine its
outstanding shares of Common Stock into a smaller number of shares of Common
Stock, or (iv) issue by reclassification of its shares of Common Stock other
securities of the Company, the number of shares of Common Stock purchasable upon
exercise of this Warrant immediately prior thereto shall be adjusted so
that the Holder of this Warrant shall be entitled to receive the kind and number
of shares of Common Stock or other securities of the Company that he would have
owned or have been entitled to receive after the happening of any of the events
described above, had such Warrant been exercised immediately prior to the
happening of such event or any record date with respect thereto.  An adjustment
made pursuant to this paragraph (a) shall become effective immediately after the
effective date of such event retroactive to the record date, if any, for such
event.

(b)	Whenever the number of shares of Common Stock purchasable upon the
exercise of this Warrant is adjusted, as herein provided, the Warrant price
shall be adjusted by multiplying such Warrant price immediately prior to such
adjustment by a fraction, of which the numerator shall be the number of shares
of Common Stock purchasable upon the exercise of this Warrant immediately
priorto such adjustment, and of which the denominator shall be the number of
shares
of Common Stock so purchasable immediately thereafter.

(c)	For the purpose of this Section 4, the term shares of Common Stock shall
mean (i) the class of stock designated as the Common Stock of the Company at the
date of this Warrant, or (ii) any other class of stock resulting from successive
changes or value to no par value, or from no par value to par value.

(d)	If during the Warrant period the Company consolidates with or merges into
another corporation or transfers all or substantially all of its assets, the
Holder shall thereafter be entitled upon exercise hereof to purchase, with
respect to each share of Common Stock purchasable hereunder immediately prior to
the date upon which such consolidation or merger becomes effective, the
securities or property to which a holder of shares of Common Stock is entitled
upon such consolidation or merger, without any change in, or payment in
addition to the Warrant price in effect immediately prior to such merger or
consolidation, and the Company shall take such steps in connection with such
consolidation or merger as may be necessary to ensure that all of the provisions
of this Warrant shall thereafter be applicable, as nearly as reasonably may be,
in relation to any securities or property thereafter deliverable upon the
exercise of this Warrant.

(e)	Irrespective of any adjustments pursuant to this Section 4 to the Warrant
price or to the number of shares or other securities or other property
obtainable upon exercise of this Warrant, this Warrant may continue to state the
Warrant price and the number of shares obtainable upon exercise, as the same
price and number of shares stated herein.

(f)	Payment of the exercise price may be made by either of the following, or a
combination thereof, at the election of Holder:

(i)	Cash Exercise: cash, bank or cashiers check or wire transfer; or

(ii)	Cashless Exercise: surrender of this Warrant at the principal office of
the Company together with notice of cashless election, in which event the
Company shall issue Holder a number of shares of Common stock computed using the
following formula:

				X = Y (A - B) / A
		Where X = the number of shares of Common stock to be issued to
Holder.

		Y = the number of shares of Common stock for which this Warrant is
being exercised.

		A = the Market Price of one (1) share of Common stock for purposes
of this Section 4 (f), the "Market Price" shall be defined as the average
Closing Bid Price of the Common stock for the five (5) trading days prior to the
Date of Exercise of this Warrant (the "Average Closing Price"), as reported by
the O.T.C. Bulletin Board, National Association of Securities Dealers Automated
Quotation System ("NASDAQ") Small Cap Market, or if the Common stock is not
traded on the NASDAQ Small Cap Market, the Average Closing price in any other
over the counter market; provided, however, that if the Common stock is listed
on a stock exchange, the Market Price shall be the Average Closing price on such
exchange for the five (5) trading days prior to the date of exercise of the
Warrant.  If the Common stock is/was not traded during the five (5) trading days
prior to the Date of Exercise, then the closing price for the last
publiclytraded day shall be deemed to be the closing price for any and all (if
applicable) days during such five (5) trading day period.

		B = the Exercise Price

		For purposes hereof, the term "Closing Bid Price" shall mean the
closing bid price, on the O.T.C. Bulletin Board, the National Market System
("NMS"), the New York stock Exchange, the NASDAQ Small Cap Market, or if no
longer traded on the O.T.C. Bulletin Board, the NMS, the New York Stock
Exchange, the NASDAQ Small Cap Market, the "Closing Bid Price" shall equal the
closing price on the principal national securities exchange or the over the
counter system on which the Common stock is so traded and, if not available,
the mean of the high and low prices on the principal national securities
exchange on which the Common Stock is so traded.

		For purposes of Rule 144, and sub-section (d)(3)(ii) thereof, it is
intended, understood and acknowledged that the Common stock issuable upon
exercise of this Warrant in a cashless exercise transaction shall be deemed to
have been acquired at the time this Warrant was issued.  Moreover, it is
intended, understood and acknowledged that the holding period for the Common
stock issuable upon exercise of this Warrant in a cashless exercise transaction
shall be deemed to have commenced on the date this Warrant was issued.

5.  The Holder hereby agrees that the resale of the shares of Common stock
issuable upon exercise hereof may be subject to a "lock-up" pursuant to any
restrictions reasonably required by any underwriter, if applicable, and to the
extent the Company undertakes a secondary offering.

6.  The Company may cause the following legend or one similar thereto to be
set forth on each certificate representing Warrant stock or any other security
issued or issuable upon exercise of this Warrant unless counsel for the Company
is of the opinion as to any such certificated that such legend is unnecessary:

	The shares represented by this Certificate have not been registered under
the Securities Act of 1933 (the "Act") and are "restricted securities" as that
term is defined in Rule 144 under the Act.  The shares may not be offered for
sale, sold, or otherwise transferred except pursuant to an effective
registration statement under the Act or pursuant to an exemption from
registration under the Act, the availability of which is to be established to
the satisfaction of the Company.

	The shares represented by this certificate have been issued in reliance
upon exemptions from the registration provisions of Federal and State Securities
Laws (United States Securities Act of 1933 and the Florida Securities Act).
Therefore, the transferability of this certificate is restricted until it is
determined by the corporation that any proposed transfer will not adversely
affect the exemptions relied upon.

7.  In the event that the Company proposes to file a registration statement
under the Act which relates to a current offering of Securities of the Company
(except in connection with an offering of Form S-8 or S-4 or any other
inappropriate form), such registration statement (and the prospectus included
therein) shall also, at the written request to the Company by the Holder, relate
to and meet the requirements of the Act with respect to any public offering of
the Warrant Stock shares so as to permit the public sale of all or some portion
of the Warrant Stock.  The Company shall give written notice to the Holder of
its intention to file a registration statement under the Act relating to a
current offering of securities of the Company not less than fifteen (15) days
prior to the filing of such registration statement.  Any written request of the
holder to include the Warrant Stock shares held by the Holder shall be given to
the Company not less than five (5) days prior to the date specified in the
notice as the date on which such registration statement is intended to be filed
with the Securities and Exchange Commission.  Neither the delivery of such
notice by the Company nor of such request by the Holder shall obligate the
Company to file such registration statement and notwithstanding the filing of
such registration statement, the Company may, at any time prior to the effective
date thereof, determine to withdraw such registration statement and not offer
the securities intended to be offered by the Company to which the registration
statement related, without liability to Holder on account thereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
duly authorized officers, and the corporate seal hereunto affixed.


DATED:  _______________		By:
                					        Kenneth N. Hankin, President


ATTEST: _______________		By:











                                      EXHIBIT A






                                  SUBSCRIPTION FORM


(To be Executed by the Registered Holder to Exercise the Rights to Purchase
Common Stock Evidenced by the Within Warrant) I, the undersigned, hereby
irrevocably subscribe for, the shares (the "Stock") of the Common Stock of
Universal Healthcare Management Systems, Inc. (the "Company"), pursuant to and
in accordance with the terms and conditions of the attached Warrant and hereby
make payment of $_______________therefore, and request that a certificate for
such securities be issued in the name of the undersigned and be delivered to the
undersigned at the address stated below.  If such number of securities is not
all of the securities purchasable pursuant to the attached  Warrant, the
undersigned requests that a new Warrant of like tenor for the balance of the
remaining securities purchasable thereunder be delivered to the undersigned at
the address stated below.  In connection with the issuance of the securities, I
hereby represent to the Company that I am acquiring the securities for my own
account for investment and not with a view to, or for resale in connection with,
a distribution of the securities within the meaning of the Securities Act of
1933, as amended (the "Act").  I also understand that the Company has not
registered the stock under the Act in reliance upon the private offering
exemptions contained in Section 4(2) of the Act and that such reliance is
based in part upon my representation.

Dated:


Signed By:


Address:







THE SIGNATURE(S) TO THIS SUBSCRIPTION FORM MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND SUCH SIGNATURE(S) MUST BE
GUARANTEED IN ACCORDANCE WITH PRACTICES PREVAILING IN THE SECURITIES INDUSTRY
AT THE TIME SUCH SIGNATURE IF PRESENTED TO THE COMPANY.




</TEXT>
</DOCUMENT>
</SUBMISSION>
