<SUBMISSION>
<ACCESSION-NUMBER>0001194842-02-000004
<TYPE>SB-2
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20021231
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS INC
<CIK>0001194842
<ASSIGNED-SIC>1540
<STATE-OF-INCORPORATION>FL
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
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<FORM-TYPE>SB-2
<ACT>33
<FILE-NUMBER>333-102289
<FILM-NUMBER>02873074
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>80 SW 8TH STREET STE 2000
<CITY>MIAMI
<STATE>FL
<ZIP>33130
<PHONE>3052321930
</BUSINESS-ADDRESS>
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<STREET1>80 SW 8TH STREET STE 2000
<CITY>MIAMI
<STATE>FL
<ZIP>33130
</MAIL-ADDRESS>
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<TYPE>SB-2
<SEQUENCE>1
<FILENAME>univsb2a.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM SB - 2
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                  Universal Healthcare Management Systems Inc.
     -----------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                 Florida                                         01-0626963
      ------------------------------- --------------------------- --------
          (State or other jurisdiction (Primary and Industrial (I.R.S.
            of incorporation or    classification code number) Employer
              organization                                   Identification
                                                                  No.)

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

               80 S.W. 8th Street, Suite 2000, Miami Florida 33130

     -----------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                of Registrant's principal executive offices) ---
                 ----------------------------------------------

                                Marvin N. Winick,
                                14 Pico Crescent
                           Thornhill, Ontario L4J 8P4
                                 (905) 731-0189
     -----------------------------------------------------------------------
     (Name and address, including zip code, and telephone number, including
                        area code, of agent for service)

         Approximate date of proposed sale to public:
         As soon as applicable after this registration statement becomes
effective.

     If any of these  securities being registered on this Form are to be Offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), check the following box. [ x ]
     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ]
     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  Statement
for the same offering. [ ]

         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

                                       1
<PAGE>



                         CALCULATION OF REGISTRATION FEE

                                                                 MAXIMUM
                                   MAXIMUM     OFFERING PRICE   AMOUNT OF
TITLE OF EACH CLASS OF           AMOUNT TO BE     PER          REGISTRATION
SECURITIES TO BE REGISTERED       REGISTERED     SECURITY          FEE(1)

Common stock                    6,561,000         $ 5.00          $ 3,018.06

     (1)  Estimated  solely for the purposes of computing the  registration  fee
pursuant to Rule 457.

     The Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  Shall become
effective  on such  date  as the  Securities  and  Exchange  Commission,  acting
pursuant to said Section 8(a), may determine.

       Subject to completion dated
     Information  contained  herein is subject to  completion  or  amendment.  A
registration statement as contained herein relating to these securities has been
filed with the Securities and Exchange  Commission.  These securities may not be
sold nor may offers be  accepted  prior to the time the  registration  statement
becomes effective.  This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any state in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.













                                       2
<PAGE>




                                   PROSPECTUS

Initial Public Offering

                  UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS INC.

                             6,561,000 COMMON SHARES

                                $ 5.00 PER SHARE

     Universal  Healthcare  Management  Systems Inc.(the  Company) is a start-up
company  organized  in the State of  Florida  to  commence  the  acquisition  of
existing health care centers specifically aimed at the areas of cancer treatment
and wellness  treatment as it relates to these cancer patients.  The methods and
plan of operation are as described below.

     We are  offering  these  shares  through  the  Company  without  the use of
professional underwriter. We will not pay commissions on sale of the shares.

     This is our initial public offering,  and no public market currently exists
for our stock.  We anticipate  that the initial  public  offering  price for our
stock  will be $ 5.00 per share.  After the  offering,  the market  price may be
outside of this range.  1,061,000  shares are being offered by selling  security
holders (see Item below).

         We plan to list our stock on the Nasdaq SmallCap Market.

         -----------------------------------------------------
     Your  investment in our securities  involves a high degree of risk.  Before
investing in our securities,  you should consider  carefully the risks Described
under "Risk Factors" beginning of page 8.
         ------------------------------------------------------







                                       3
<PAGE>


THE OFFERING




The offering                  Per Share             Total

Public offering price         $ 5.00            $ 10,000,000

Costs of issue                $ 0.00                       0
                               -----              ----------

Net Proceeds                  $ 5.00            $ 10,000,000
                              ======              ==========

     Note: Of the shares being  registered  only 2,000,000 are being offered for
sale.  3,500,000  are  being  registered  as a  shelf  registration  for  future
acquisition  purposes and the balance is the  registration  of selling  security
holders totaling 1,061,000 shares of common stock.

     This is not an all or nothing  offering and the sale of the  securities may
be terminated by management if in its discretion the amount raised is sufficient
to commence  operations and use the profits  generated as  anticipated  from its
cash flow projections to continue meeting its business objectives.

     Our common stock is not listed on any national  securities  exchange or the
NASDAQ stock market.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is complete or  accurate.  Any  representation  to the contrary is a
criminal offense.

The date of this prospectus is December 15, 2002.



















                                       4
<PAGE>






PART I  - PROSPECTUS INFORMATION
                                                                      PAGE
<TABLE>
<S>                                                                    <C>
1. Front Cover Page of Prospectus                                       2
2. Inside Front and Outside Back Cover Pages of Prospectus              3
3. Summary                                                              4
Prospectus Summary......................................................6

Risk Factors............................................................8

Use of Proceeds.............................. .....................     9

Capitalization.........................................................10

Determination of Offering Price............................... ........10

Dividend Policy............................  ......................... 10

Dilution...............................................................10

Selling Securities Holders.............................................11

Plan of Distribution                                                   12

Legal Proceedings......................................................13

Directors, Executive Officers, Promoters, and Control Persons..........13

Security Ownership of Management and Certain Beneficial Owners.........16

Description of Securities..............................................17

Interest in Named Experts and Counsel..................................17

Disclosure of Commission Position of Indemnification for Securities
 Act Liabilities.......................................................17

Organization Within the Last Five Years                                17

Description of Business................................................17

Management's Discussion and Analysis of Financial Condition and
                Plan of Operation    ..................................19

Description of Property................................................25

Certain Relationships and Related Transactions.........................25

Market For Common Equity and Related Stock Matters..             ......26

Executive Compensation                                                 26

Financial Statements                                                   27

Changes In and Disagreements With Accountants on Accounting
   And Financial Disclosure                                            46

Indemnification of Directors and Officers..............................46

Recent Sales of Unregistered Securities.........................       47

Undertaking............................................................47

Exhibits and Signatures................................................49
</TABLE>


                                       5
<PAGE>





































                                  PROSPECTUS SUMMARY

     THIS SUMMARY HIGHLIGHTS  INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS
OR IN  DOCUMENTS  REFERRED  TO IN THIS  PROSPECTUS.  YOU SHOULD  READ THE ENTIRE
PROSPECTUS  CAREFULLY  BEFORE  INVESTING IN OUR SECURITIES,  INCLUDING THE "RISK
FACTORS", "BUSINESS" AND SELECTED FINANCIAL DATA" SECTIONS.

                     Universal Healthcare Management Systems Inc.

     The Company was formed with the contemplated  purpose to raise funds in the
public  market in order to acquire  existing  medical  centers  or acquire  real
estate for the purpose of building medical centers geared to cancer patients and
the care of these cancer patients































                                       6
<PAGE>



                                     SUMMARY OF OFFERING

Common stock outstanding prior to this offering.................... 4,010,849
(Note: Includes 1,061,000 offered by selling shareholders).

Warrants outstanding prior to this offering......................... .749,959

Securities offered by us in this offering....2,000,000 shares of common stock

Common stock to be issued and outstanding after this
                      offering...............6,010,849 shares of common stock

Warrants to be outstanding after this
offering............................................                  749,959

Use of proceeds...................................    We intend to use the
                                                      net proceeds of this
                                                      offering to expand its
                                                      proposed medical centers


Trading symbols...................................... We plan on applying for
                                                      listing of our shares on
                                                      the Nasdaq SmallCap
                                                      Market once this
                                                      Registration statement
                                                      becomes effective.









SUMMARY FINANCIAL INFORMATION

         The following is a summary of our financial information and is
qualified in its entirety by our audited financial statements.


                                        From Inception      From Inception
                                       to Sept 30, 2002    to June 30, 2002
                                           Unaudited

                                     ---------------------------------------
Statement of Income Data:
Net Sales                                  $          0     $          0
Net profit (Loss)                          $   (709,294)    $     (468,683)
Net Loss Per Share                         $      (0.18)    $        (0.30)
Shares Outstanding                            3,914,562          1,586,895




                                                As of             As of
                                           September 30, 2002 June 30, 2002
                                             Unaudited
                                     -----------------        --------------
Balance Sheet Data

Cash                                       $     28,187        $     116,310
Working Capital                            $    187,972              282,895
Total Assets                               $    209,602              298,582
Long Term Debt                             $          0                    0
Total Liabilities                          $          0                    0
Total Shareholders' Equity                 $    209,602              298,582









                                       7
<PAGE>



                                        RISK FACTORS

         No Assurance of Profitability

     To date,  the Company  has losses.  The  Company  does not  anticipate  any
significant  revenues in the near  future.  With the  acquisition  of  Universal
Healthcare  Management  Systems,  Inc.  ("Universal"),  The Company's ability to
successfully  implement its business plan is dependent on the completion of this
Offering.  There can be no  assurance  that the Company  will be able to develop
into a successful or profitable business.

Possible Need for Additional Financing.

     The Company  intends to fund its operations and other capital needs for the
next 12 months substantially from existing funds raised and the proceeds of this
Offering,  but there can be no assurance  that such funds will be sufficient for
these purposes.  The Company may require  additional  amounts of capital for its
future expansion,  operating costs and working capital.  The Company has made no
arrangements to obtain future additional financing,  and if required,  there can
be assurance that such financing will be available on acceptable terms.

Dependence on Management

     The Company's  success is principally  dependent on its current  management
personnel for the operation of its business.

Broad Discretion in Application of Proceeds.

     The  management  of  the  Company  has  broad   discretion  to  adjust  the
application  and  allocation of the net proceeds of this  Offering,  in order to
address changed  circumstances and opportunities.  As a result of the foregoing,
the success of the Company will be  substantially  dependent upon the discretion
and judgment of the  management  of the Company with respect to the  application
and allocation ofthe net proceeds hereof.

Arbitrary Offering Price.

     There has been no prior public  market for the  Company's  securities.  The
price to the public of the Shares offered hereby has been arbitrarily determined
by the Company and bears no relationship to the Company's  earnings,  book value
or any other recognized criteria of value.


Lack of Prior Market for Securities of the Company.

     No prior market has existed for the securities  being offered hereby and no
assurance  can  be  given  that  a  market  will  develop   subsequent  to  this
registration  statement.  There are relatively few restrictions on the resale of
our common stock being offered and a large number of shares of common stock will
become eligible for public sale. Sales of substantial amounts of these shares in
the public market,  or the perception  that such sales could occur,  could cause
the market price for our common stock to fall.  Additional offerings may have to
be made in the future to meet  additional  cash flow  needs with such  offerings
including warrants for issuance of additional common stock, further diluting the
common stock  outstanding.  These warrants if exercised will most likely require
that we register  their shares for resale.  Even when shares are not  registered
for resale, the rules of the Securities and Exchange  Commission permit a holder
who has held  shares  for one  year to sell the  stock  into the  public  market
subject,  in some cases, to volume and other limitations.  A person who has held
shares for two years can generally sell without limitation.

Projections.

     The  financial  projections  that the Company may prepare from time to time
are  unaudited  and are based upon  assumptions  made by  management  concerning
future events and  circumstances.  Projections are only  indications of what may
happen under certain circumstances as described in the assumptions thereto. Some
assumptions  inevitably  will  not  materialize  and  unanticipated  events  and
circumstances may occur which will materially effect these projections. However,
the Company has no prior operating  history from which to extrapolate  regarding
possible future operations. THESE PROJECTIONS MAY VARY SIGNIFICANTLY FROM ACTUAL
RESULTS  AND  NO  INVESTMENT   DECISION  SHOULD  BE  BASED  THEREON  UPON  THESE
PROJECTIONS.



                                       8
<PAGE>



WARNING ABOUT FORWARD-LOOKING STATEMENTS

     This prospectus and the documents  referred to in this  prospectus  contain
"forward-looking statements."

     Forward-looking  statements address future events,  developments or results
and typically use words such as believe,  anticipate,  expect,  intend,  plan or
estimate.  For example,  our  forward-looking  statements may include statements
regarding:

     - our growth plans,  including  our plans to acquire an operating  business
entity;

     - the possible effect of inflation and other economic changes on our costs,
and profitability,  including the possible effect of future changes in operating
costs and capital expenditures;

     - our cash  needs,  including  our  ability  to fund our  proposed  capital
expenditures and working capital requirements;

     - this being a start-up situation,  the timing of cash requirements and the
expected projected profitability;

     - our expectations regarding competition

         For a discussion of the risks, uncertainties, and assumptions that
could affect our future events, developments or results, you should carefully
Review "Risk Factors". In light of these risks, uncertainties and assumptions,
The future events, developments or results described by our forward-looking
statements in this prospectus or in the documents referred in this prospectus
could turn to be materially different from those we discuss or imply. We have no
obligation to publicly update or revise our forward-looking statements after the
date on the front cover of this prospectus and you should not expect us to do
so.

USE OF PROCEEDS

     We estimate that we will receive net proceeds of approximately  $10,000,000
from our sale of 2,000,000  shares(the  proceeds do not include 3,500,000 shares
which are for a shelf  registration for future acquisition and 1,061,000 offered
by  selling  security  holders)  offered  by us.  This  estimate  is based on an
offering price of $5.00 per share of common stock and after deducting  estimated
issue costs and other estimated  offering  expenses  payable by us. We expect to
use the net proceeds of this offering for the following purposes:

<TABLE>
<CAPTION>

                                                Amount         Percentage
    <S>                                       <C>              <C>
    Stage one                                 $ 9,500,000      85.2%
    Working capital and general corporate
                purposes                          500,000      14.8%
                                               ----------      -----

         Total                               $ 10,000,000     100.0%
                                               ==========     ======

</TABLE>


         Working capital and general corporate purposes including the following:
-        hiring of personnel
-        enhancing support and management systems
-        funding short term losses
-        setting up of office environment for corporate headquarters
-        payment of staff
-        acquisition of office and telecommunication equipment.

     On  the  assumption  that  we  will  proceed  with  our  original  business
objectives,  then we will expect the net proceeds from this  offering,  together
with the future expected cash flows from operations,  will be sufficient to fund
our operations  and capital  requirements  for at least 12 months  following the
consummation of this offering.

     We may be required to seek additional sources of capital sooner if:

     - operating assumptions change or prove to be inaccurate; or




                                       9
<PAGE>

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2002.

                                                September 30, 2002
                                               -------------------

Long term debt                                      $      0

Stockholders' equity
Common stock, $ 0.001 par value, authorized
100,000,000, issued - 3,914,562                         3,915

Additional paid-in capital                            914,981

Deficit accumulated during the development
Stage                                                (709,294)
                                                      -------

Total stockholders' equity                            209,602
                                                      -------

Total Capitalization                                $ 209,602
                                                      =======

DETERMINATION OF OFFERING PRICE

     The offering price is purely arbitrary,  the Company is a development stage
company  with no  discertainable  operations  at this  time  and has not had its
shares listed on any stock  exchange.  Through this  registration  statement the
Company  wishes to list its shares and by doing so establish a reasonable  share
price based on the  expectations  of selling  shares and  realizing its business
objectives to be discussed below. (See: Description of Business).

DIVIDEND POLICY

     Holders of the  Company's  Common Stock are entitled to dividends  when, as
and if  declared  by the  Board of  Directors,  out of funds  legally  available
therefor.  The Company does not  anticipate  the  declaration  or payment of any
dividends in the foreseeable future. The Company intends to retain earnings,  if
any, to finance the development  and expansion of its business.  Future dividend
policy will be subject to the  discretion  of the Board of Directors and will be
contingent  upon future  earnings,  if any, the Company's  financial  condition,
capital requirements,  general business conditions and other factors. Therefore,
there can be no assurance that any dividends of any kind will ever be paid.

DILUTION

     The dilution  between the initial public offering price per share of common
stock and the net tangible book value per share after this offering  constitutes
the dilution to investors in this offering. Net tangible book value per share of
common  stock is  determined  by  dividing  our net  tangible  book  value(total
tangible assets less total  liabilities) by the number of shares of common stock
outstanding.

     Our net tangible  book value as of September 30, 2002 was $ 209,602 Our net
tangible book value per share was $0.19.  The public offering per share is $5.00
and the net proceeds will be $ 5.00 per share or $ 10,000,000  assuming that the
maximum amount of shares(2,000,000) offered at this time are sold. The pro forma
net tangible book value after the offering  will be $ 10,209,602.  The pro forma
net tangible  book value per share after the offering  will be $ 1.70 per share.
Therefore the shares purchased by investors assuming all shares of this offering
will be sold will be diluted by $ 3.30 or 66%. As of November  30,  2002,  there
were 4,010,849 shares of our common stock outstanding.  Dilution  represents the
difference between the public offering price and the net pro forma tangible book
value per share immediately following the completion of the public offering.





                                       10
<PAGE>

     The  following is a summary of the net tangible book value and net tangible
book value per share taking into  account  that the Company only raises  amounts
that are less than the maximum available for this offering statement.
<TABLE>
<CAPTION>

Percentage Raised          10%        15%       25%         50%        75%
-------------------------------------------------------------------------------
<S>                       <C>        <C>        <C>       <C>         <C>
Price per share           $ 5.00      $ 5.00     $ 5.00    $ 5.00        $5.00

Number of shares
  sold                   200,000     300,000    500,000  1,000,000   1,500,000

Proforma number of
  shares outstanding   4,210,849   4,310,849  4,510,849  5,010,849   5,510,849

Amount raised         $1,000,000  $1,500,000 $2,500,000 $5,000,000  $7,500,000

Proforma net tangible
  book value          $1,209,602  $1,709,602 $2,709,602 $5,209,602  $7,709,602

Proforma net tangible
 book value per share     $ 0.29      $ 0.40     $ 0.60     $ 1.04      $ 1.40

Amount of dilution        $ 4.71      $ 4.60     $ 4.40     $ 3.96      $ 3.60

Percentage of dilution      94.2%         92%        88%      79.2%         72%
</TABLE>

     The  table  below  sets  forth,  as of  the  date  of the  prospectus,  the
percentage of our common stock to be purchased by the public investors  compared
to the  percentage of our common stock to be owned by the present  stockholders,
and the comparative  amounts paid for shares by the public investors as compared
to the total consideration paid by our present stockholders based on the maximum
amount raised.

<TABLE>
<CAPTION>
                                   Approximate                 Approximate
                                    Percentage                  Percentage
                     Shares       Total Shares    Total           Total
    Stockholder    Purchased      Outstanding   Consideration Consideration
   -------------------------------------------------------------------------
<S>                <C>              <C>           <C>              <C>
New Investors      2,000,000         33.3%       $ 10,000,000        92.9%

Existing
  Stockholders     4,010,849         66.7%       $    767,265         7.1%
</TABLE>

     We have sold a total of 1,812,778 to the  founders,  officers and directors
for  expenses,  services  rendered on behalf of the Company and for cash.  These
shares are not being registered.

     A total of 1,061,000 of the remaining stock is being  registered by selling
security  holders who are not affiliated with the Company or its officers and/or
directors,  leaving a balance of 1,137,071  shares that are not being registered
at this time by other shareholders.


SELLING SECURITY HOLDERS
<TABLE>
<CAPTION>

NAME                  RELATIONSHIP                    SHARES OWNED
                       TO ISSUER         SHARES      AFTER OFFERING
<S>                    <C>               <C>             <C>
Gary Roskin               None            61,000          61,000

Anthony Vaz               None            50,000         190,000

Nicolas Passerini         None           190,000         190,000

Ronald Obsgarten          None           190,000         190,000

Michael McGeeney          None           190,000         190,000

Hartley Lubin             None           190,000         190,000

Steven Kringold           None           190,000         190,000
</TABLE>

                                       11
<PAGE>

PLAN OF DISTRIBUTION

     This is a self-underwritten  offering.  We offer the right to subscribe for
2,000,000 shares at $ 5.00 per share.  This offering may close before the entire
offering  amount is sold at the discretion of management  which may require that
we file an amended registration statement to disclose this fact. We will not pay
any compensation to any person for the offer and sale of the shares.

     Ken Hankin our  President  shall conduct this share  offering.  He plans to
distribute  prospectuses  related to this  offering.  We  estimate  that we will
distribute approximately 100 prospectuses to acquaintances, friends and business
associates.

     Although Mr.  Hankin is an  "associated  person" as that term is defined in
Rule 3a4-1  under the  Securities  Exchange  Act,  he will not be deemed to be a
broker because:

     - he will not be subject to a  statutory  disqualification  as that term is
defined in Section 3(a) of the  Securities  Exchange Act at the time of the sale
of the securities;

     he will not be compensated in connection with the sale of our shares;

     he will not be an  associated  person  of a broker or dealer at the time of
his participation in the sale of the securities; and

     he shall restrict his participation to the following activities:

     preparing  written  communications  or delivering them through the mails or
other  means  that  does  not  involve  his  oral  solicitation  of a  potential
purchaser;


     In  order  to  comply  with  the  securities  laws of  certain  states.  If
applicable,  the shares may be sold only through  registered or licensed brokers
or dealers.  In addition,  in certain states,  the shares may not be sold unless
they have been  registered  or qualified  for sale in such state or an exemption
for such  registration  or  qualification  requirement is available and complied
with. Brokers, dealers, underwriters or agents participating in the distribution
of the shares as agents may receive compensation paid commissions, discounts, or
concessions from the selling  shareholder  and/or purchasers of the common stock
from whom  such  broker-dealers  may act as  agent,  or to whom they may sell as
principal,  or both. The compensation paid to a particular  broker-dealer may be
less than or in excess of customary commission rates.

     Ken  Hankin  may  be  deemed  an  underwriter  within  the  meaning  of the
Securities Act of 1933, as amended,  and certain other selling  shareholders  in
connection  with  this  offering  may also be  deemed  to be  underwriters.  Any
broker-dealers  who may act in connection with the sale of the shares  hereunder
may be deemed to be  underwriters  within the meaning of the Securities Act, and
any  commissions  they  receive  and  proceeds  of any sale of The shares may be
deemed to be underwriting discounts and commissions under the Securities Act.

     The  Company  or  Mr.  Hankin  cannot  presently  estimate  the  amount  of
compensation  that any agent will receive.  We know of no existing  arrangements
between Mr Hankin, any other shareholder,  broker, dealer,  underwriter or agent
relating  to the  sale  or  distribution  of the  shares.  At a time  when  this
particular offer of shares is made, a prospectus supplement,  if required,  will
be  distributed  that will set forth the names of any  agents,  underwriters  or
dealers any compensation, and any other required information.

     We will pay all of the expenses incident to the registration,  offering and
sale of the  shares  to the  public  other  than  commissions  or  discounts  of
underwriters, broker-dealers or agents. The Company has also agreed to indemnify
Mr. Hankin and any directors against specified liabilities including liabilities
under the Securities Act.  Insofar as  indemnification  for liabilities  arising
under  the  Securities  Act  may  be  permitted  to  directors,   officers,  and
controlling  persons of the Company,  we have advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore, unenforceable.

     We have advised Mr.  Hankin that while he is engaged in a  distribution  of
the shares  included in this prospectus he is required to comply with Regulation
M  promulgated  under the  Securities  Exchange  Act of 1934,  as amended.  With
certain exceptions,  Regulation M precludes Mr. Hankin, any directors, officers,
any affiliated purchasers, and any broker-dealer or other person whoparticipates
in such distribution from bidding for or purchasing, or attempting to induce any
person  to bid  for or  purchase  any  security  which  is  the  subject  of the
distribution  until the  entire  distribution  is  complete.  Regulation  M also
prohibits  any  bids or  purchases  made in order to  stabilize  The  price of a
security  in  connection  with the  distribution  of that  security.  All of the
foregoing  may  affect  the  marketability  of the shares  offered  hereby  this
prospectus.


                                       12
<PAGE>

LEGAL PROCEEDINGS

     The Company is currently not a party to any pending legal  proceedings  and
no such action by, or to the best of its knowledge, against the Company has been
threatened.  The Company has been basically  inactive from inception  through to
the date of this registration statement.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

     The Board of Directors  of the Company is  currently  composed of eight (8)
members, each of whom serves for a term of three years.
<TABLE>
<CAPTION>
        <CAPTION>
<S>                                <C>   <C>                         <C>

Name                                Age  Position                     Term
---------------------------------- ----- -------------------------- ----------
Edward R. Annis, M.D.               89   Director, Physician Relations  9/05
---------------------------------- ----- -------------------------- ----------
---------------------------------- ----- -------------------------- ----------
E. Mark Haacke, Ph.D.               51   Director, Diagnostics & Imaging
                                         Development                   9/05
---------------------------------- ----- -------------------------- ----------
---------------------------------- ----- -------------------------- ----------
Daniel K. Kido, MD                  63   Director, Diagnostics & Imaging
                                         Development                   9/04
---------------------------------- ----- -------------------------- ----------
---------------------------------- ----- -------------------------- ----------
Kenneth N. Hankin                   59   Director, Chairman, CEO,
                                         President                     9/03
---------------------------------- ----- -------------------------- --------
---------------------------------- ----- -------------------------- ----------
Ardie R. Nickel                     72   Director, Scientific & Medical
                                         Development, Secretary        9/03
---------------------------------- ----- -------------------------- ----------
---------------------------------- ----- -------------------------- ----------
Arthur T. Porter MD, MBA            46    Director, Hospital Relations 9/04
---------------------------------- ----- -------------------------- ----------
---------------------------------- ----- -------------------------- ----------
Susan F. Reynolds MD, PH.D.         53   Director, Human Resources
                                         & Integrative Medicine        9/04
---------------------------------- ----- -------------------------- ----------
---------------------------------- ----- -------------------------- ----------
William J. Walker, Jr., Ph.D.       65   Director, Physics &
                                         Treatment Planning            9/05
---------------------------------- ----- -------------------------- ----------
     Every year,  one-third of the board  members are up for election to serve a
3-year term.

     The first annual meeting of the  shareholders  is expected to take place in
late fall of 2003.  At that meeting  one-third of the  directors  will be up for
election.  Each director shall serve a three-year  term,  with only one-third of
the directors being up for election at each annual shareholders meeting.
</TABLE>
     The Company has not  compensated  its directors for service on the Board of
Directors  or any  committee  thereof.  As of the date  hereof,  no director has
accrued any expenses or  compensation.  Officers are  appointed  annually by the
Board of Directors and each  executive  officer  serves at the discretion of the
Board of  Directors.  The Company does not have any standing  committees at this
time.

     No director,  or officer,  or promoter of the Company has,  within the past
five years, filed any bankruptcy petition, been convicted in or been the subject
of any pending criminal  proceedings,  or is any such person the subject of any
order,  judgment  or decree  involving  the  violation  of any state or  federal
securities laws.

                                       13
<PAGE>

     The business  experience  of the persons  listed above during the past five
years are as follows:

     EDWARD R.  ANNIS,  M.D.  currently  serves  as the  Director  of  Physician
Relations for the company.  From 1977 until now, he has been appointed  chairman
of the Florida Medical  Associations  Speakers Bureau.  For the past 5 years, he
has served as an advisor to Cleveland  Clinics.  He is a world-renowned  general
surgeon and former president of the American  Medical  Association and the World
Medical  Association.  Dr.  Annis  received  his medical  degree from  Marquette
University in Milwaukee, Wisconsin.

     E. MARK HAACKE,  Ph.D.  was a professor in the  Department of Radiology and
Electrical  Engineering at the Mallinckrodt Institute of Radiology at Washington
University  from  August  1993 to 1999 and has  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 research  scientist,  professor,
lecturer, author and educator that has received in excess of $6 million for more
than 30 different  grants and has authored and  coauthored  over 125  Referenced
Publications, 2 Books, Chaired and Organized numerous International Conferences,
given 67 Invited Talks and Chaired Sessions,  authored 252 Conference Abstracts,
and has educated over 50 people in the field of MRI. Dr. Haacke is a life member
of the Society of Exploration  Geophysicists  and the American  Physical Society
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 received a Bachelor of Science degree from
the  University of Toronto in  mathematics  and physics,  his Masters of Science
degree from the University of Toronto in Theoretical Physics, and his Ph.D. 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.

     KENNETH N. HANKIN currently serves as President,  Chairman of the Board and
CEO for the company.  In early 1999 he was an  independent  contractor  hired by
Radiation  Centers of America,  Inc.  and in 2000  became  employed as the Chief
Operating  Officer  and  Executive  Vice-President  for them of and all of their
subsidiaries.  Prior to that he served as President and CEO of Global  Marketing
from  1990 to  1999.  Mr.  Hankin  served  as an  officer  of the  Institute  of
Electrical  and  Electronics  Engineers,  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.  He  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.  has been 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 from 2000 to the present time
and is  responsible  for the  performance,  supervision,  and  consultation  for
neuroangiograms,  myelograms,  computed  tomograms and magnetic resonance scans.
Prior to this he held the same  positions  from  1991 to 2000 at the  Washington
University  School of  Medicine  in St.  Louis.  He  received a Bachelor of Arts
degree  from  Pacific  Union  College  in Angwin,  CA; his M.D.  from Loma Linda
University,  Loma  Linda,  CA;  and was a  Rotating  Intern  at the Los  Angeles
County-USC Medical Center, Los Angeles, CA. Dr. Kido has more than 30 university
and hospital appointments,  and has chaired and served on several committees. He
has received in excess of $7 million for more than 25 different  Grants. He is a
Fellow in American  College of Radiology and is Certified by the American  Board
of Radiology.  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.  He has 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.
     ARDIE R. NICKEL  currently  serves as Secretary,  Vice-Chairman  and as the
Director  of  Scientific  and Medical  Development  for the company and has been
involved in the founding of the company since 2000.  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 and has been active in business  development
for several major products in the medical diagnostic imaging field. From 1996 to
early 1998 he served as a  consultant  in  diagnostic  imaging  development  for
Bracco Diagnostic, Inc., New Jersey. Mr. Nickel received his Bachelor of Science
degree in 1958 in  Radiologic  Science from St. Louis  University  in St. Louis,
Missouri.


                                       14
<PAGE>

     ARTHUR T. PORTER,  M.D.,  M.B.A. has served as the President and CEO of the
Detroit Medical Centers from May 1999 to the present time, 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.  From 1991 to 1999 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.  After  attending the  University of Sierra Leone,  he  transferred to
Cambridge University in England,  where he received his B.A. in anatomy, M.A. in
natural sciences and his Medical Degree.  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.  He is  President  of  University
Radiation  Oncology  Physicians,  P.C.; 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 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.  He is a member  the Royal  College of
Radiologists  (England),  European Society for Therapeutic  Radiation  Oncology,
American Medical Association,  National Cancer Institute,  and American Hospital
Association.  Dr.  Porter was president of the American  Brachytherapy  Society,
American  Cancer  Society,  American  College of  Oncology  Administrators,  and
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. 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 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,  from
1998  to the  present  time,  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 the president  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.  She
graduated   Valedictorian   and  Magna  Cum  Laude  from  Springside  School  in
Philadelphia and 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.;  completed  her  Internship  in Internal  Medicine and Residency in
Internal Medicine with  specialization in Critical Care Medicine,  followed by a
Fellowship  in  Cardiology  with  specialization  in Critical  Care Medicine and
Administrative Medicine. Dr. Reynolds was appointed by the President to serve on
the  Transition  Team Task Group on Health Care Delivery and created the "Smart"
Card.  From 1994 to 1998 she was  academically  appointed  to the UCLA School of
Medicine,  Assistant  Clinical  Professor,   Department  of  Internal  Medicine,
Emergency Medicine Division.  She 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. 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


                                       15
<PAGE>

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.  Dr.  Reynolds  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.  has  been  the  President  and  CEO  of
Comprehensive  Physics and  Regulatory  Services,  Ltd. from 1995 to the present
time, 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
served as a consultant to the U.S. Nuclear Regulatory  Commission in Washington,
D.C., 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 from the University of
Florida,  his Master of Science in Radiation  Biophysics  from the University of
Kansas,  and a  Bachelor  of  Science  in Civil  Engineering  from the  Virginia
Military  Institute.  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.

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's executive officers and directors and persons who own more than 10%
of a  registered  class of the  Company's  equity  securities,  to file with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of Common Stock and other equity
securities  of the  Company  on  Forms  3,  4,  and 5,  respectively.  executive
officers, directors and greater than 10% shareholders are required by commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's  knowledge,  all officers and directors comprising all of
the Company's  executive  officers,  directors  and greater than 10%  beneficial
owners of its common stock,  will comply with Section 16(a) filing  requirements
applicable to them before the end of the Company's current fiscal year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth  information,  to the best knowledge of the
Company as of  November  30,  2002,  with  respect to each  person  known by the
Company to own  beneficially  more than 5% of the Company's  outstanding  common
stock,  each  director  of the  Company and all  directors  and  officers of the
Company as a group.
<TABLE>
<CAPTION>

NAME AND ADDRESS OF        Position            AMOUNT AND NATURE OF  PERCENT OF
BENEFICIAL OWNER                              BENEFICIAL OWNERSHIP   OWNERSHIP
<S>                      <C>                    <C>      <C>          <C>
Edward R. Annis, M.D .... Director               41,667    common       1.0%
422 N. E. 93rd Street
Miami Shores, FL 33138

E. Mark Haacke, Ph.D ....  Director              35,000    common       .9%
609 Winchester Crescent
Sarnia, Ontario N7S 4R1

Kenneth N. Hankin ........ Director/Officer   1,500,000*   common     37.4%
14614 S.W. 174 Terrace
Miami, FL 33177

                                       16
<PAGE>
Dr. Daniel K. Kido ....... Director              36,111    common       .9%
6176 Canyon Estates Court
Riverside, CA 92506

Ardie R. Nickel .......... Director/Officer     125,000    common      3.1%
1660 N. W. 94 Avenue
Plantation, FL 33322

Dr. Arthur T. Porter ..... Director              25,000    common       .6%
12251 Jacoby Road
Milford, MI 48380

Dr. Susan F. Reynolds PhD .Director              25,000    common       .6%
652 Jacon Way
Pacific Palisades, CA 90272

William J. Walker, Jr PhD  Director              25,000    common       .6%
11928 Ropp Lane
Lovettsville, VA 20180

All Directors and Executive
Officers as a Group ........                  1,812,778    common     45.2%

         *Includes shares owned by spouse
</TABLE>

DESCRIPTION OF SECURITIES

Common Stock
     The Company is authorized to issue 100,000,000  shares of common stock, Par
value $.001, of which 4,010,849 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.

INTEREST OF NAMED EXPERTS AND COUNSEL

     There are no experts,  professional  advisers,  or  attorneys  that have an
interest in the Company.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES

     Regarding  indemnification for liabilities arising under the Securities Act
of 1933,  which may be permitted to directors or officers  under Florida law, we
are informed  that, in the opinion of the  Securities  and Exchange  Commission,
indemnification  is  against  public  policy,  as  expressed  in the Act and is,
therefore, unenforceable.

ORGANIZATION WITHIN LAST FIVE YEARS

Not applicable

DESCRIPTION OF BUSINESS

INTRODUCTION

     Dr. Harold J. Burstein of the Department of Medical Oncology at Dana-Farber
Cancer  Institute  in  Boston,  MA wrote,  "It is almost an  impossible  task to
summarize the advances in cancer during the past century.  The field of oncology
did not exist beforehand,  and cancer was a much less common ailment. Therapy --
to the  extent  that  there  was any -- began  and ended  with  surgery.  Cancer
treatment  has matured  alongside  remarkable  advances in surgery,  anesthesia,
radiology,  pathology,  and radiation  therapy.  The rapid evolution of internal
medicine has also facilitated progress in cancer medicine. Without the advent of
blood banking and the progress within infectious diseases,  the current practice
of cancer medicine would be unthinkable." Lung, prostate, breast, and colorectal
cancer account for about 56% of all cancer cases and are also the leading causes
of cancer deaths for every racial and ethnic group.
     Smoking, poor lifestyle choices, lack of exercise and pollution have raised
havoc with the human body. We have  over-planted  our soils,  contaminated  them
with toxic  fungicides,  herbicides  and  pesticides,  and leached the necessary
chemicals and  nutrients  from the very grounds that grow our food. We no longer
get the nutrition from fruits and vegetables  that we got prior to the twentieth
century  and the animals  that we eat graze on the same type of toxic  infertile
land or are  given  food  supplements  and  chemical  injections.  Severe  water
pollution has caused much of our seafood to contain too many toxins to be safely
consumed  and many  lobsters  just off the coast of Rhode  Island are not edible
because they have cancer! Did you know that around 3 million people die annually
just because of drinking impure water?

                                       17
<PAGE>

     In the United  States  alone we use 1.2 billion  pounds of chemicals on our
fruits and  vegetables  yearly or about 5 pounds for every man, woman and child.
Organically  grown produce is more  nutritional and healthier than  non-organic,
but  because of the  abundant  use of manure for  fertilization,  it  introduces
excessive  amounts of bacteria into the plants,  which has  consequently  caused
several  deaths.  The  point  is,  that  we are  ingesting  a lot of  "dangerous
products"  for the sake of the  almighty  dollar  and our  bodies and health are
paying the dire  consequences.  Cancer  develops  when our immune  system is not
capable of  destroying  the free radicals in our body at the same rate that they
are produced.

     Research in cancer labs has been the pillar  upon which  modern  biomedical
science  rose  by  revolutionizing   immunology,  cell  biology,  genetics,  and
molecular  biology.  Cancer has  become so common  that there is hardly a family
that hasn't been afflicted by it. Certain cancers such as childhood leukemia and
advanced testicular cancers at one time were strictly fatal, but modern medicine
has been able to extend the  lifespan  of a majority of these  patients.  On the
other hand,  there are those cancers where progress is practically  nonexistent.
Multi-agent  chemotherapy  is still the norm for treating  "non- solid"  tumors,
that is, the leukemias and lymphomas,  and also for unusual cancers such as germ
cell tumors or childhood sarcomas,  but this has been only partially successful.
Radiation therapy, hormonal therapy,  chemotherapy, and surgery, or combinations
thereof,  appear to be the standard for treating  "solid"  tumors such as colon,
breast, lung and prostate cancer, and with a fair degree of success.

     Until mankind  realizes  that he is his own worst enemy,  and is willing to
make major changes in his  lifestyles,  the incidence of cancer will continue to
increase, soon replacing  cardiovascular diseases as the leading cause of death.
Smoking,  poor eating  habits and lack of  moderate  exercise  are perhaps  more
responsible for the growth of cancer than environmental conditions.

  OVERVIEW OF STRATEGY

     Our  primary  goal as a  medical  center  is to  seek  the  eradication  or
remission  of  cancer  and to teach our  patients  the  importance  of a healthy
lifestyle  with the hopes of not treating  anyone a second time. To achieve this
goal, we realize that we must combine the best of  mainstream  medicine with the
best of modern progressive alternative medicine.

     We hope to be instrumental in establishing the  millenniums'  standards for
the medical profession by instituting effective medical preventative maintenance
and care, and by treating both the disease and its cause,  thus  eliminating it,
instead of camouflaging its symptoms.

Business Development

     The typical  free-standing  (not attached as part of a hospital)  radiation
therapy medical center costs $4 to $5 million  including the land,  building and
all new state-of-the-art equipment, and requires 18 to 20 patients to be treated
on a daily  basis in order to  breakeven.  Because  of this  rather  large,  but
necessary  capital  expenditure,  there are hardly any free-standing or attached
cancer facilities in communities with a population under 50,000 people.

     Conceptually, Universal Healthcare Management Systems will be able to bring
cancer  therapy  to any size  community  through  the  combination  of a Primary
medical  center with  several  Satellite  medical  centers.  Depending  upon the
demographics,  a typical  cluster of medical  centers  would  cover 500 to 1,000
square miles with a population  ranging from 1 to 3 million  people.  This would
warrant a Primary  center  having 2 to 6 Satellite  centers or a cancer  therapy
medical center for each 350,000 to 400,000 of population.  Several other factors
govern the choice of location  such as the average age of people  within a 10 to
15 mile radius of a center,  local competition,  the requirement or lack thereof
for a  Certificate  of Need (CON)  license,  and the  ability  to obtain  proper
medical staff in that area.

     The purpose for establishing clusters of medical centers is to bring cancer
therapy to communities  having no facilities,  while at the same time creating a
cost  efficiency  that will allow us to offer  services to the patient  that are
dreadfully needed, yet very rarely exist.

     Although our goal is to acquire most Satellite  centers by acquisition,  we
may need to build in areas where  nothing  exists or is  available.  Newly built
centers will cost a maximum of $3 million and will cost less to operate than our
competitors.  Since each  patient  needs a CAT scan to determine  the  treatment
planning to eradicate the tumor,  our competition  must spend about $600,000 for
equipment.  We, on the other hand, will have only one CAT scanner in the Primary
center.  Considering the initial cost of the equipment, the cost to build a room
to house the scanner,  and interest  payments over a 5-year period, we will save
close to a million dollars per center; and this does not include the annual cost
of a technician to operate the scanner, or other associated costs.

     Medical centers pay an average of 7% to billing  companies to handle all of
their  medical  billing  electronically,  which can  easily  cost a center  over
$100,000  annually.  Those that do their own billing  internally  spend at least
$50,000 in salary, plus benefits.  Initially,  all patients will go to a Primary
center for a CAT scan and to set-up their billing  chart in the  computer.  This
will  eliminate  the  duplication  of  expensive  billing,  and will be  further
simplified  by having all Primary  centers  forward the billing to the Corporate
Medical Center.
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     There  are  several  other  duplications  that  will be  eliminated  in the
construction phase and operational  parameters of the Satellite medical centers.
This  enhancement  of efficiency  will provide a much higher  profit  structure,
which will provide the funds  necessary to afford each patient with a quality of
unsurpassed medical care. Furthermore,  the necessity to treat 18 to 20 patients
on a daily basis in order to breakeven will be greatly reduced.

     ***Important  Note:  Medicare and managed care  providers such as insurance
companies  rarely pay for "mental  therapy" to comfort the  patient,  family and
friends and teach them how to cope with such a  debilitating  disease  including
the  possibility  of death;  nor do they provide for  physical  therapy and pain
relief, or  nutritionists;  and least of all will they help the patient secure a
wig if necessary.  This is as much a part of the therapeutic and healing process
as is the radiation or chemotherapy,  and to the best of Management's knowledge,
Universal  Healthcare  Management  Systems  will be the only  cancer  center  to
provide these benefits to their patients.

     The  Primary  medical  centers  of each  cluster  need to be  strategically
located in order to be somewhat equidistant from their satellites,  while at the
same time  being  centrally  located in the  highest  population  density.  Each
Primary center will have two linear  accelerators and one brachytherapy unit for
cancer  treatment,  along with a medical  oncologist to administer  chemotherapy
when necessary. Additionally, Primary centers will also have full diagnostic And
screening abilities, and sufficient office space to handle the books and Records
of its satellites.  Cancer treatment by brachytherapy  usually requires 4 visits
to a medical center, whereas treatment by a linear accelerator requires visits 5
days a week  for 4 to 6  weeks.  Therefore,  satellites  only  need  one  linear
accelerator,  but shall be designed to include a second  vault to house  another
linear  accelerator  should an increase in patient load require  another  linear
accelerator. Should the accelerator at a Satellite become non- operational for a
few days,  the patients of that  Satellite  will be  transferred  to the Primary
center to maintain continuity of therapy.
     Our goal is to develop  approximately  3 Primary  medical centers per year,
which  would  necessitate  the  acquisition  or  development  of  around 6 to 12
Satellite  medical  centers.  Managed  care  providers  such  as  HMO  insurance
companies have  restricted the time a physician can spend with a patient from 10
to 15  minutes.  How does one  explain  all the  nuances of cancer  therapy to a
frightened person in less than 15 minutes?
     Insurance  providers  have  degraded the medical  profession  by making the
"bottom line" more important than the lives of the patients,  and have literally
restricted the physician's ability to perform due diligence. Nevertheless, these
necessities of the healing process will be provided whether we get reimbursed or
not.
     Since the  Primary  centers  will be a short  driving  distance  from their
Satellites,   services  such  as  "mental  therapy,"  pain  relief,  nutritional
counseling,  wig selection,  and a maintenance  program for optimal health after
treatment is finished,  will all be  conducted at the Primary  center.  However,
physical  therapy  will be included  at each  Satellite  provided  that space is
available.

     Universal Healthcare Management Systems Inc.. (the "Company") was organized
on December 26,  2001,under the laws of the State of Florida,  having the stated
purpose of engaging in any lawful activities. The Company 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.  The Company shall be in  thehealthcare  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.

         The Company never engaged in an active trade or business throughout the
period from December 26, 2001 to the filing of this registration.

The Overall Picture:

     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 and alternative medicine.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
PLAN OF OPERATION

     The Company has broken up its development into 3 stages which are discussed
The first stage for the first 12 months is discussed below:

STAGE ONE - 10 TO 12 MONTHS

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
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part of our overall  program and  business  plan.  The theory of large growth is
borne out based on the  following  quote  from the  Texas  Department  of Health
Comprehensive  Cancer Control Program,  and can be verified by their Information
Officer            Marci            Spivey            at            512-458-7534
(http://www.tdh.state.tx.us/news/b_new348.htm): A recently released study by the
Texas Department of Health (TDH) puts annual cancer costs in Texas at nearly $14
billion.  This figure is more than triple the previous estimate of $4.4 billion,
based on a 1988 study that relied  primarily on national data to assess cancer's
yearly  economic impact in the state.  Further,  in an article by Adam Marcus of
the Health Scout News (TUESDAY,  May 14, 2002): As the nation grays,  the number
of cancer cases in this  country may double by the middle of the  century,  with
major implications for the nation's  health-care  system.  That's the claim of a
new report that also notes an estimated 1.3 million  Americans are now diagnosed
with cancer each year, with much higher rates of the disease among the older age
brackets.  As the  population  ages,  and if the  incidence  of  cancer  remains
unchanged, that figure could hit 2.6 million by the year 2050, the report found.
     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.
     Radiation therapy, the mainstay of cancer therapy, is used for solid tumors
as discussed in most texts today. However, when a tumor is not solid such as the
leukemias and  lymphomas,  and also unusual  cancers such as germ cell tumors or
childhood sarcomas,  then mainstream medicine uses multi-agent  chemotherapy for
treatment.  It is  practically  the only  method  that has shown some  degree of
success for treating "non-solid" tumors. Radiation therapy is still the standard
for treating "solid" tumors such as colon, breast, lung and prostate cancer, and
with a fair degree of success.  Approximately  one-fourth of the cancer patients
that undergo  radiation  therapy will also receive  chemotherapy,  and if we are
treating 40 to 50 patients daily with radiation therapy,  then 10 to 12 patients
per day would receive  chemotherapy.  Add to this number,  10 to 12 patients per
day being  treated for  "non-solid"  tumors,  and you would have around 20 to 25
persons a day being treated with multi-agent chemotherapy
     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.
     Brachytherapy  is  derived  from  ancient  Greek  words for short  distance
(brachy) and treatment  (therapy),  and is sometimes  called seed  implantation.
This is an  outpatient  procedure  used in the  treatment of different  kinds of
cancer.  Radioactive "seeds" are carefully placed inside of the cancerous tissue
and  positioned  in a manner  that will  attack  the  cancer  most  efficiently.
Brachytherapy  has now been used for over a century.  Some of the  diseases  now
treated  with   brachytherapy   include:   prostate  cancer,   cervical  cancer,
endometrial cancer, and coronary artery disease. Brachytherapy, according to the
American  Brachytherapy  Society, has been proven to be very effective and safe,
providing a good  alternative to surgical removal of the prostate,  breast,  and
cervix, while  reducing  the risk of certain  long-term  side  effects.  In the
treatment  of prostate  cancer,  the  radioactive  seeds are about the size of a
grain of rice,  and give off radiation  that travels only a few  millimeters  to
kill nearby cancer cells.  With permanent  implants (for example,  prostate) the
radioactivity  of the seeds decays with time while the actual seeds  permanently
stay within the treatment area.  There are 2 different  kinds of  brachytherapy:
permanent,  when the seeds remain inside of the body,  and  temporary,  when the
seeds are inside of the body and then removed.  Diseases  treated with temporary
implants  include  many  gynecologic  cancers.   Nucletron,  a  manufacturer  of
brachytherapy  equipment,  sells the  complete  equipment  package for less than
$300,000 and a used unit can be purchased for less than $200,000. Physically, it
takes up the space of a medium size desk.

This fact is borne out in the following publications:

     Adenocarcinoma of Endometrium cancer with combined Irradiation & Surgery at
the International  Journal of Radiation Oncology Volume 50, Issue 1, May 1, 2002
Pages 81-97;  International  Journal on  Gynecologic  Cancer 1999,  page 247-255
author C. Macleod;  HDR of Head & Neck  Cancer-Lawrence  Tena, MD, Johns Hopkins
Hospital;  and An  Overview of  Brachytherapy  In Cancer  Management,  Oncology,
September 1990.

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
                                       20
<PAGE>
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.
     On page 2 of a document  written by the  American  Cancer  Society,  titled
Cancer Facts & Figures 2002, it states,  "How Many People Are Expected to Die of
Cancer  This Year?  This year about  555,500  Americans  are  expected to die of
cancer,  more than 1,500  people a day.  Cancer is the second  leading  cause of
death in the U.S.  exceeded  only by heart  disease.  In the U.S.,  1 of every 4
deaths is from cancer."
     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.
     Our research  and  business  plan model  indicate  that the typical  cancer
patient  generates  revenues  of $10,000  for  therapy  with the use of a linear
accelerator.  Treatment of 40 to 50 patients daily generates revenues of $4.5 to
$5.5 million  annually.  Radiation  therapy yields net profits of  approximately
50%.  With a profit of more than a million  dollars  per year it is  financially
feasible  to  reinvest  some of that money  into the  health and  welfare of the
patients.  It is our  belief we may  increase  market  size with well  cared for
patients as they will refer others for excellent patient therapy.
     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 it is 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.

     Because of the additional  profits generated in some of the other division,
such profits as  indicated  below yield at least 50% and will be  sufficient  to
cover any additional operating expenses, but more importantly,  it will give the
patient the  therapy  that is so sorely  needed.  Radiation  therapy  yields net
profits of  approximately  50%. With a profit of more than a million dollars per
year it is  financially  feasible to reinvest some of that money into the mental
health and welfare of the  patients.  However,  many of those  expenses  will be
borne by insurance carriers or Medicare.  For example,  if a physician orders an
MRI scan to examine the  regression of a tumor,  the  insurance  company will be
obligated  to pay for same,  and that will be the most  expensive  component  of
follow-up therapy. Once the patient's cancer is under control,  scanning will be
done periodically at the expense of insurance carriers or Medicare.

     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
                                       21
<PAGE>
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 and herbs, and may
have the patient  undergo other  modalities  such as hyperbaric  oxygen therapy,
blood photoluminescence or chelation.

     We anticipate using all material types of therapy although many will not be
put into place until the next stage of our business plan is effective.

     Hyperbaric  oxygen therapy is breathing  100% oxygen at a pressure  greater
than  sea  level  atmospheric  pressure  (1  Atm).  It  involves  the  use  of a
pressurized  chamber for human  occupancy and masks or hoods for breathing  100%
oxygen.  It  increases  neuronal  energy  metabolism  in the  brain;  can create
sustained cognitive improvement; wakes up sleeping (idling) brain cells that are
metabolizing enough to stay alive but are not actively  "firing;" enhances the
body's ability to fight bacterial and viral infections;  deactivates  toxins and
poisons (e.g. side effects from some chemotherapy,  spider bites, air pollution,
etc.);  enhances  wound healing  stimulates  new  capillaries  into wounds;  and
creates an immediate aerobic state.
     Photoluminescence (or blood irradiation) is a breakthrough therapy in which
a portion of a person's  blood is removed from their body and placed  underneath
ultraviolet  light  and then put back into the  person's  body  stimulating  the
person's immune system.  Amazing results have been seen as photoluminescence has
been shown to treat: Cancer, AIDS, Asthma, Pnuemonia,  Infections,  Toxins, Food
Poisoning, Diptheria, Perontitis, Gangrene, and Mumps. Photoluminescence is also
known  by  other  names:  hemo-irradiation,   photopheresis,  photochemotherapy,
photobiological therapy, photo-oxidation,  ultraviolet blood irradiation or UBI,
photon pump and photodynamic therapy.
     Chelation  therapy is a medical  treatment  performed in a doctor's  office
that  improves  metabolic  function  and blood  flow  through  blocked  arteries
throughout  the body.  This is  accomplished  by  administering  an amino  acid,
ethylene-diamine-tetra-acetic  acid (EDTA),  by an intravenous  infusion using a
small 25-gauge needle.  This protocol for  administering  EDTA was developed and
refined by Elmer M. Cranton, MD, author of "Bypassing Bypass Surgery" and editor
of "A Textbook on EDTA Chelation Therapy, Second Edition."
     Typically,  stable  molecules  contain pairs of electrons.  When a chemical
reaction breaks the bonds that hold paired electrons together, free radicals are
produced.  Free radicals  contain an odd number of  electrons,  which makes them
unstable,  short-lived,  and highly  reactive.  As they combine with other atoms
that contain unpaired electrons,  new radicals are created, and a chain reaction
begins.  This  process is  essential  for the  decomposition  of many  different
substances  at high  temperatures.  However,  in the human body,  oxidized  free
radicals are believed to cause tissue damage at the cellular level - harming our
DNA, mitochondria, and cell membrane. Antioxidants are molecules that defend the
body from cellular damage by ending the free radical chain reaction before vital
molecules are harmed.  Sometimes referred to as "free radical scavengers," the
most commonly recognized antioxidants are vitamin E, beta-carotene (a pre-cursor
to vitamin  A), and vitamin C. The trace  metal  selenium  is  required  for the
function of one of our  antioxidant  enzyme  systems,  and is often  included in
lists  of  antioxidant   micronutrients  (i.e.,  vitamins).   According  to  the
Atlanta-based  Edelson Center for  Environmental  and Preventive  Medicine,  the
theory of free radical  pathology was first  proposed in the 1950s by Dr. Denham
Harman, a professor  emeritus at the University of Nebraska.  Now considered the
father  of the  free-radical  theory of aging,  Harman  believes  that we should
reduce our intake of calories  to decrease  the  incidence  of disease.  Ongoing
research studies the role of oxygen free radicals in cellular chemistry,  cancer
treatment,  and in a range of diseases including ALS, Parkinson's,  Alzheimer's,
atherosclerosis, diabetes, and others.
     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."

     Cancer  treatment   statistics  were  obtained  from  the  National  Cancer
Institute  and the  National  Institute  of Health and can be  verified on their
website  at  www.nci.nih.gov/.  According  to  the  National  Cancer  Institute,
"Treatment for cancer  depends on the type of cancer;  the size,  location,  and
stage of the disease; the person's general health; and other factors. The doctor
develops a treatment  plan to fit each person's  situation.  Cancers are treated
with surgery,  radiation therapy,  chemotherapy,  hormone therapy, or biological
therapy.  The doctors may decide to use one treatment method or a combination of
methods."  Further,  the American Cancer  Society's  Cancer Facts & Figures 2002
gives the methods of treatment for every type of cancer and the  percentages  of
all cancers.
                                       22
<PAGE>
     The Lancet, a world-renowned  British medical journal (2001; 358: 1284-1285
and  1340-1342)  states,  "Last year, an analysis of all  available  mammography
research by two scientists at the Nordic Cochrane Center in Copenhagen,  Denmark
concluded,  'screening for breast cancer with mammography is  unjustified.'  The
Cochrane  Center is well known and respected in the medical  research  community
for its rigorous  systematic review methods. In this thorough review of seven of
the largest  mammography  studies from around the world, the Cochrane scientists
found that 'there is no reliable evidence that screening decreases breast cancer
mortality.' In fact, they found that they may actually be harmful,  as women who
were  screened  with  mammograms  were much more likely to undergo a mastectomy,
lumpectomy,  or radiation  treatment.  And  according to their  evidence,  these
invasive procedures did little to save women's lives - and may actually put them
in harm's way.

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.
     Patient  throughput  is the  terminology  used in the  medical  industry to
indicate how many  patients are being  treated on a daily basis.  Start-up  will
occur when the facility is completed. In 1997 a radiation center was opened near
to where we anticipate building,  and within 3 months of opening, it was at full
capacity treating more than 50 patients daily.
     A new CT scanner costs around $600,000;  full body scanner around $950,000;
PET scanner  around  $2,000,000;  gamma knife  around  $2,000,000;  X-ray around
$60,000;  all screening  equipment combined about $750,000.  The PET scanner and
gamma knife will  typically  be included in a primary  center,  but they are not
used at the same rate one would use other equipment.  Therefore,  if a community
has  sufficient  PET scanners and gamma  knifes  available,  we will not include
them. The only licensure we need is from the state department of health,  and in
the case of the PET  scanner,  also  from the  nuclear  regulatory  board of the
state, all obtainable within 3 months of application. The AMAS test will be done
for us by Oncolab,  Inc. at 36 The Fenway,  Boston, MA 02215. Siemens Medical is
one of the  largest  medical  equipment  manufacturers  in the world.  They have
verbally  committed  to  participating  in the funding of the  equipment  and to
perform any necessary demographics. They want to "partner-up" with Universal and
anticipate  giving us their  letter of  commitment  doing so around  year's end.
Varian, Elekta and Philips would like to do the same, but we prefer Siemens.
     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.  Digital  Infrared  Imaging  used in  place  of or in
conjunction  with  mammograms,  and blood tests are almost always in the $125 to
$200 range and are commonly paid for by insurance carriers or Medicare.
     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.
                                       23
<PAGE>
     The use of Digital  Infrared  Imaging (DII) is based on the principle  that
chemical and blood  vessel  activity in both  pre-cancerous  tissue and the area
surrounding  a developing  breast  cancer is almost always higher than in normal
breast  tissue.  In an  ever-increasing  need for  nutrients,  cancerous  tumors
increase  circulation  to their  cells by opening  existing  blood  vessels  and
creating  new ones, a process  known as  angiogenesis.  This process  frequently
results in an increase in regional surface  temperatures of the breast. DII uses
ultra-sensitive infrared cameras and sophisticated computers to detect, analyze,
and produce  high-resolution  diagnostic images of these temperature variations,
with equipment costs being around $350,000.  The Anti-Malignan Antibody in Serum
test (AMAS) is a rather  simple blood test and will be done by Oncolab,  Inc. at
36 The Fenway,  Boston,  MA 02215.  The test  retails for a little over $100 and
will cost us less.  Digital  Infrared Imaging used in place of or in conjunction
with mammograms, and blood tests are almost always in the $125 to $200 range and
are commonly paid for by insurance carriers or Medicare.
     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.
     In a January 10, 2002 article  published by the Health Sciences  Institute,
it  states,  "It's  called the  Anti-malignan  Antibody  in Serum  test  (AMAS).
Malignin  is a peptide  found in people  with a wide  range of  cancers.  If the
anti-malignan antibody in detected in the blood, it means that the body detected
the  presence  of this  peptide,  and  launched an immune  response  against it.
Clinical  studies have shown that the AMAS test is up to 95 percent  accurate on
the first  reading,  and up to 99 percent  accurate  after two readings.  In one
study at Beth Israel  Hospital in New York, the AMAS test  demonstrated  amazing
accuracy.  Within the study group of 125 people,  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.  The  remaining  seven  people  produced
positive readings on the AMAS test but showed no signs of cancer;  yet the study
notes that all were  symptomatic,  had a family  history  of  cancer,  or both -
indicating  that the AMAS test may have  detected  a problem  that  conventional
screening methods could not find." The AMAS test is done by Oncolab,  Inc. at 36
The Fenway,  Boston,  MA 02215,  and the Beth Israel  Hospital study was done in
conjunction with them.

     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 and X-Ray 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.
                                       24
<PAGE>
The following summary represents the Cash requirements in the first 12 months:

               Construction costs of medical center        $  1,750,000

               Property acquisition                           1,250,000

               Contingency - acquisition of additional
                 existing medical centers                     3,500,000

               Initial equipment costs                          400,000

               Balance of linear accelerator costs            4,200,000

               Operating costs - real estate                    500,000

               Operating costs - general and admin            1,150,000

               Operating costs - professional fees              250,000
                                                             ----------

                  Total cash requirements                  $ 13,000,000
                                                             ==========

            Expected Proceeds
            -----------------

              Mortgage financing                           $  3,000,000

              From this offering                             10,000,000

                                                             ----------

                                                           $ 13,000,000
                                                             ==========

  Competitive Differences:

     What will set us apart and make us different from other treatment  centers'
Practically  all of the  thousand  plus  radiation  centers in  America  perform
radiation  therapy only.  We will have total  oncology  care,  but so do various
other clinics such as Mayo, Cleveland and U.S. Oncology.  However, this is where
the similarity  ends. All Primary medical centers will have the latest state-of-
the-art three-dimensional IMRT radiation therapy, providing the patient with the
greatest  chance of success with the least side effects.  Our facilities will be
fully comprehensive with screening,  diagnostics and imaging, with state-of-the-
art equipment, and perhaps the first, or only medical centers to offer this on a
national scale.

     Clearly our goal is to care for the patient in an efficient way, but not at
the expense of the well being of the patient.  We will not sacrifice quality for
time.  Perhaps our most important  contribution  to the medical  industry is our
inimitable  ability to place  medical care properly back in the hands of capable
physicians  where they will not be hampered by time limits,  where the physician
and patient can decide upon the  therapies to be  undertaken,  not the physician
and the insurance company's bottom line.

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 monthly, 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. Functionally,
the Boca Raton  office is to handle all public and  investor  relations  for the
company,  including the  organization  of an oncology care and wellness  council
consisting of several hundred doctors  throughout the U.S. Our website generates
daily calls, as does word of mouth in the industry.  We have several calls daily
by interested investors and doctors wanting to serve on the council. It would be
impossible to handle the activity our company is generating without this office.
The  people  in there are very  well  trained  and do an  excellent  job.  It is
anticipated  to  keep  that  office  functional  for  at  least  2-years.  It is
management's opinion that that the property is adequately insured.

REPORTS TO SECURITY HOLDERS

     The Company after filing this registration statement,  will begin to become
a reporting issuer under the Securities Act and will make such filings available
including  annual audited  financial  statements as well as quarterly  unaudited
financial  statements and any material information that management feels will be
useful disclosure available to its security holders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The following is a summary in accordance Item 404 of Regulation S-B
<TABLE>
<S>           <C>             <C>     <C>
 Dec 27, 2001  Kenneth Hankin  510,000 common shares for services rendered
 Sep 13, 2002                  990,000 common shares for $ 0.10 per share

                                       25
<PAGE>
 Dec 27, 2001  Ardie Nickel    110,000 common shares for services rendered
 Sep 13, 2002                   15,000 common shares for $ 0.001 per share


 Dec 27, 2001  Edward Annis,    10,000 common shares for services rendered
 Dec 27, 2001                   16,667 common shares for $ 0.90 per share
 Sep 13  2002                   15,000 common shares for $ 0.001 per share

 Dec 27, 2001  Arthur Porter    10,000 common shares for services rendered
 Sep 13, 2002                   15,000 common shares for $ 0.001 per share

 Dec 27, 2001  Daniel Kido      10,000 common shares for services rendered
 Feb 28, 2002                   11,111 common shares for $ 0.90  per share
 Sep 13, 2002                   15,000 common shares for $ 0.001 per share

 Feb 14, 2002  E. M Haacke      10,000 common shares for $ 0.90  per share
 Sep 13, 2002                   25,000 common shares for $ 0.001 per share

 Sep 13, 2002  Susan Reynolds   25,000 common shares for $ 0.001 per share

 Sep 13, 2002  W. Walker,       25,000 common shares for $ 0.001 per share
</TABLE>

     The various  members of the management  team have received shares of common
stock in  consideration  of preparing the  company's  business  plan,  costs and
expenses in relating to the  attendance  at various  management  and  directors'
meetings and other costs  relating to the  Company's  operations at the time the
Company  just  started  and did not have the cash to pay for such  services  and
expenses.

     At the current time,  the Company has no provision to issue any  additional
securities  to  management,   promoters  or  their   respective   affiliates  or
associates.  At such time as the Board of  Directors  adopts an  employee  stock
option or pension  plan,  any  issuance  would be in  accordance  with the terms
thereof and proper  approval.  Although  the Company has a very large  amount of
authorized  but  unissued  Common  Stock  which  may be issued  without  further
shareholder  approval or notice,  the Company  intends to reserve such stock for
the Rule 504, 505 and 506 offerings for acquisitions.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     At this time the Company  shares are not listed on any stock  exchange  and
therefore there is no public trading market.

     (i) there are no  outstanding  options or  convertible  securities  at this
time;
     (ii) there are no shares  offered  pursuant  to Rule 144 or shares that the
Company has agreed to register at this time;
     (iii) there are no shares offered  pursuant to an employee  benefit plan or
dividend  reinvestment  plan; and (iv) the company has issued a total of 906,895
warrants  to purchase  of which  157,987  have been  exercised  to date  leaving
748,908 still outstanding as of November 30, 2002.

     There are approximately 124 shareholders of common stock totaling 4,010,849
of common shares as of November 30, 2002.

     There are no provisions at this time to pay out  dividends.  It is expected
that no  dividends  will be  paid  out in the  foreseeable  future.  Any  future
earnings will be used to pay down mortgage debt and to expand by the acquisition
or construction of future medical centers.

EXECUTIVE COMPENSATION
----------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
                    SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------
           Annual Compensation
        -------------------------------
<S>        <C>        <C>          <C>   <C>            <C>        <C>
a)         (b)          (c)         (d)    (e)           (f)         (g)
Name and
Principal             Salary        Bonus Shares Issued Warrants   Warrants
Position   Year        ($)           ($)   at $ .001     Issued    Exercised

K. Hankin  2002      104,000          0    1,500,000      0          0
CEO

A. Nickel  2002       31,750          0      125,000      0          0
Secretary
All other
directors as
a group    2002            0          0      150,000     37,778      0
</TABLE>


                                       26
<PAGE>

FINANCIAL STATEMENTS

     The   financial   statements   shown  are  for  the  year  ended  June  30,
2002(audited) and the three months ended September 30,  2002(unaudited)  and are
as follows:






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

                              Financial Statements
                           Period Ended June 30, 2002








                                       27
<PAGE>




                          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.(A Development Stage Company) as of June 30,
2002,  and the related  consolidated  statement of operations,  cash flows,  and
changes in stockholder's  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







                                       28
<PAGE>








                  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 Stockholder's Equity                                    298,582
                                                              -------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                   $298,582
                                                              =======

</TABLE

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


                                       29
<PAGE>



                  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  - Basic                                 $   (0.30)
                                                             ========

Net Loss Per Share - Fully Diluted                          $   (0.19)
                                                             ========

</TABLE>


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



                                       30
<PAGE>



                  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.


                                       31
<PAGE>




                  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            936,895       937    759,828        -        760,765
Stock issued for
   Services            650,000       650      5,850        -          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.



                                       32
<PAGE>


                  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.(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.

     Oncology and Wellness  Center  Inc.("Oncology")  was  incorporated in March
2001  and was the  predecessor  operation  of the  company.  The  operations  of
Oncology were suspended in favor of Universal. Oncology was originally set up to
acquire medical facilities. Management decided in favor of setting up a separate
entity in order to acquire the medical centers and keep Oncology as an operating
entity in connection  with the performance of cancer  treatments.  Oncology will
therefore  remain dormant until such time as Universal  Management  acquires any
medical facilities. Oncology was acquired for nominal consideration by Universal
on December 26, 2001.  Any monies that were advanced to Oncology by the original
investors was agreed to be converted into stock in Universal.  No formal written
agreement exists for this right of conversion.

         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.

         Fixed Assets and Depreciation

     Computer  equipment is recorded at cost and is being  depreciated using the
straight-line  method  over 5 years which  management  considers  the  estimated
useful life of the aforementioned assets.

       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.


                                       33
<PAGE>

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

Note 2 - Summary of Significant Accounting Policies(continued)

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 - Share Capital Transactions

     The Company is authorized to issue up to 100,000,000 shares of common stock
with a par value of $.001.  During  the  period  the  Company  issued a total of
650,000 of common stock to officers and  directors  for services  rendered for a
total of $ 6,500. Officers and directors subscribed for additional 40,000 shares
at par  value,  an  additional  200,000  shares  at $  0.50  per  share,  and an
additional 37,778 shares at $0.90 per share. Therefore a total of 927,778 shares
were acquired by officers and directors for a total  consideration of $ 134,040.
The Company also sold stock totaling  659,117 shares at between $ 0.90 per share
and $ 1.00 per share for a total consideration of $ 631,638.

Note 4 - 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 5 - 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 of company's public trading and
void ninety days after that date.  The exercise  price is the same price as paid
originally.  As of the June 30,  2002  audit,  the company had issued a total of
906,895 warrants entitling the holder to 1 common share per share warrant.

     Subsequent to the year end a total of 157,987 warrants were exercised.

Note 6 - 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 carry forwards                       $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 carry forwards of approximately  $468,683 for
federal and state income tax purposes.  These carry forwards, 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.


                                       34
<PAGE>


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


Note 7 - Going Concern:

     The accompanying financial statements have been prepared in conformity with
accounting   principles   generally   accepted  in  the  United  States,   which
contemplates continuation of the Company as a going concern.

     The future  success of the  Company is likely  dependent  on its ability to
attain additional  capital to develop its proposed  business,  or its ability to
attain future profitable operations.  There can be no assurance that the Company
will be successful in obtaining such financing,  or that it will attain positive
cash flow from operations.

Note 8 - 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.



                                       35
<PAGE>




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

                    Interim Consolidated Financial Statements

                               September 30, 2002
                                   (Unaudited)












                                       36
<PAGE>




                 UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
                         (A Development Stage Company)
                       INTERIM CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2002
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                              September 30,  June 30,
                                                  2002        2002
                                              (Unaudited)
ASSETS
<S>                                             <C>          <C>
Current Assets
Cash                                             $  28,187    $ 116,310
Deposits                                           159,200      166,000
Sundry asset                                           585          585
                                                 --------      -------

Total Current Assets                               187,972      282,895
                                                  --------      -------

Fixed At Cost
Computer equipment                                  23,760       16,687
Less: Accumulated depreciation                      (2,130)      (1,000)
                                                  --------      -------

Total Other Assets                                  21,630       15,687
                                                  --------      -------

TOTAL ASSETS                                     $ 209,602    $ 298,582
                                                  ========      =======

LIABILITIES AND STOCKHOLDERS' EQUITY


Stockholders' Equity
Common stock, authorized 100,000,000 shares,
 par value $ .001, issued and outstanding
  - 3,914,562 (June 30, 2002 - 1,586,895)           3,915        1,587

Additional paid in capital                        914,981      765,678
Deficit accumulated during development stage     (709,294)    (468,683)
                                                 --------      -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $ 209,602   $  298,582
                                                 ========     ========
</TABLE>

The accompanying notes are an integral part of these financial
statements

                                       37
<PAGE>


                 UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
                         (A Development Stage Company)
                  INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS SEPTEMBER 30, 2002
                                  (UNAUDITED)

<TABLE>

                                   Three    From           From
                                  Months  Inception       Inception
                                   Ended (Dec 26, 2001) (Dec 26, 2001)
                                 Sept 30,  to June 30    to Sept 30
                                   2002      2002           2002
                               (Unaudited)                (Unaudited)
<S>                           <C>         <C>           <C>
INCOME                        $    -      $    -         $    -
                               -------     --------        ---------

OPERATING EXPENSES
Legal and professional fees      30,870     137,744          168,614
Consulting fees                  62,422     131,960          194,382
Management fees                  28,000     113,332          141,332
Wages and benefits               84,963        -              84,963
Administrative Expenses          32,763      72,440          105,113
Marketing, travel and
      Entertainment               1,683      13,207           14,890
                                -------     -------         --------

Total Operating Expenses        240,611     468,683          709,294
                                -------    --------          -------

Net Loss from Operations      $(240,611) $ (468,683)       $(709,294)
                                =======     =======          =======

Weighted average number of
shares outstanding            3,438,200   1,586,895
                              ==========  =========

Net Loss Per Share - Basic     $  (0.07) $    (0.30)
                                =======   =========
Net Loss Per Share - Diluted   $  (0.06) $    (0.19)
                               ========   =========
</TABLE>

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



                                       38
<PAGE>

                  UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
                          (A Development Stage Company)
                  INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
                                   (UNAUDITED)

<TABLE>


                                   Three    From           From
                                  Months   Inception     Inception
                                   Ended (Dec 26, 2001) (Dec 26, 2001)
                                 Sept 30,  to June 30    to Sept 30
                                   2002      2002           2002
                               (Unaudited)               (Unaudited)
<S>                             <C>         <C>           <C>
Cash Flows From Operating
    Activities
Net loss                        $ (240,611)  $ (468,683)   $ (709,294)
Adjustments to reconcile net
loss to net cash used
in operating activities:
 Stock issued for services            -           6,500         6,500
 Depreciation                        1,130         -            1,130
Changes in assets and liabilities
 (Increase)decrease in deposit       6,800     (166,000)     (159,200)
 Increase in sundry assets            -            (585)         (585)
                                  --------      -------       -------

                                     7,930     (160,085)     (152,155)
                                  --------      -------       -------

Net Cash Used in Operating
          Activities              (232,681)    (628,768)     (861,449)
                                  --------      -------       -------

Cash Flow From Financing Activities
Exercise of warrants               110,633         -          110,633
Issuance of common stock            40,998      760,765       801,763
                                  --------      -------       -------

Net Cash Provided By Financing
   Activities                      151,631      760,765       912,396
                                  --------      -------       -------

Increase(decrease) in Cash         (88,123)     116,310        28,187

Cash and Cash Equivalents -
 beginning of period               116,310         -             -
                                   -------      -------       -------

Cash and Cash Equivalents -
 end of period                    $ 28,187    $ 116,310     $  28,187
                                   =======     ========       =======

Supplemental Cash Flow Information
 Interest paid                    $    351    $      56     $     407
                                   =======      =======       =======
 Taxes paid                       $     -     $    -        $   -
                                   =======      =======       =======
</TABLE>

The accompanying notes are an integral part of these financial
statements


                                       39
<PAGE>


                 UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
                         (A Development Stage Company)
       Interim Consolidated Statement of Changes in Stockholders' Equity
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                  Deficit
                                                Accumulated
                                     Additional  During the
                     Common Stock      Paid-In   Development
                Shares   Amount        Capital     Stage        Totals
<S>             <C>       <C>         <C>        <C>          <C>
Balance - Dec 26,
        2001      -       $   -       $    -     $   -        $    -

Stock issued for
   cash         936,895      937      759,828        -         760,765

Stock issued
  For services  650,000      650        5,850        -           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

Stock issued
  for cash     2,201,199   2,201       38,797         -         40,998

Warrants
  Exercised      126,468     126      110,507         -        110,633

Net loss for
  period            -         -          -        (240,611)   (240,611)
               ---------  ------     --------     --------     -------

Balance - Sep
  30, 2002     3,914,562  $ 3,914   $ 914,892    $(709,294)   $209,602
               =========   ======     =======     ========     =======
</TABLE>











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




                                       40
<PAGE>


                 UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
                   NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                            AS AT SEPTEMBER 30, 2002
                                  (UNAUDITED)

1.       ORGANIZATION AND BASIS OF PRESENTATION

     Universal  Healthcare  Management Systems Inc.(the "Company") was organized
in the State of Florida on December 26, 2001.  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 which are inactive at this time.

Development Stage Enterprise

     The  Company  has no  revenues  and  has  just  commenced  operations.  The
Company's  activities  are  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.

2.       SIGNIFICANT ACCOUNTING POLICIES

 Basis of Accounting

     These  financial   statements  are  presented  on  the  accrual  method  of
accounting  in  accordance  with  generally  accepted   accounting   principles.
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.

Basis of Consolidation

     The accompanying  consolidated financial statements include the accounts of
Universal Healthcare Management Systems, Inc. and its wholly owned subsidiaries,
Oncology Care and Wellness  Center,  Inc. and  Universal  Holdings & Development
Inc.  All  significant   inter-company   transactions  and  balances  have  been
eliminated on consolidation.

     In the opinion of management,  these interim financial  statements  include
all adjustments necessary in order to make them not misleading.


                                       41
<PAGE>

                  UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                            AS AT SEPTEMBER 30, 2002
                                  (UNAUDITED)


2.       SIGNIFICANT ACCOUNTING POLICIES(continued)

Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets and liabilities and the
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results may differ from those estimates.

Long-Lived Assets

     The Company  evaluates  impairment of its intangible  assets,  in this case
organization  costs,  in  accordance  with  Statement  of  Financial  Accounting
Standards  No.  121,  ("SFAS  121").  In making such  determination,  management
compares the  estimated  future cash flows,  on an  undiscounted  basis,  of the
underlying  operations or assets with their  carrying  value to determine if any
impairment  exists.  If an impairment  exists,  any  adjustment is determined by
comparing  the  carrying  amount to the fair value of the  impaired  asset.  The
Company  considers all impaired  assets "to be held and used" until such time as
management  commits to a plan to dispose of the impaired asset. At the time, the
impaired  asset is  classified as "to be disposed of" and is carried at its fair
value less its cost of disposal.

Cash and Cash Equivalents

     The Company  considers all highly liquid debt  instruments and investments,
purchased  with an original  maturity  date of three months or less,  to be cash
equivalents.

Fixed Assets

     Computer  equipment is stated at cost.  Depreciation  is  determined on the
straight-line  basis over the  estimated  useful life of the  equipment  being 5
years.

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  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 earnings(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 this  computation,  as their effect is anti-
dilutive.
                                       42
<PAGE>


                 UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                            AS AT SEPTEMBER 30, 2002
                                  (UNAUDITED)

2.       SIGNIFICANT ACCOUNTING POLICIES(continued

Fair Value of Financial Instruments

     The carrying amount of cash,  deposits,  and sundry asset are considered to
be  representative  of their  respective  fair values  because of the short-term
nature of these financial instruments.

Recently Issued Accounting Standards

     On July 20, 2001, the Financial  Accounting Standards Board ("FASB") issued
Statement  of  Financial   Accounting  Standards  ("SFAS")  No.  141,  "Business
Combinations," and SFAS No. 142, "Goodwill and Intangible  Assets." SFAS No. 141
is effective for all business  combinations  completed after June 30, 2001. SFAS
No. 142 is  effective  for fiscal  years  beginning  after  December  15,  2001;
however,  certain  provisions  of this  Statement  apply to  goodwill  and other
intangible  assets acquired between July 1, 2001, and the effective date of SFAS
No.  142.  The  implementation  of SFAS No. 141 and SFAS No. 142 will not have a
material  effect on the  financial  position  or  results of  operations  of the
Company.

Recently Issued Accounting Standards(continued)

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment  of Disposal of  Long-Lived  Assets."  SFAS No. 144 is effective  for
fiscal  years  beginning  after  December  15,  2001,  and  addresses  financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
This  statement  supersedes  SFAS No. 121,  "Accounting  for the  Impairment  of
Long-Lived  Assets  and  for  Long-Lived  Assets  to Be  Disposed  Of,"  and the
accounting and reporting  provisions of Accounting  Principles Board Opinion No.
30,  "Reporting the Results of Operations - Reporting the Effects of Disposal of
a Segment of a Business,  and Extraordinary,  Unusual and Infrequently Occurring
Events and Transactions," for the disposal of a segment of a business.

3.       GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern.

     The future  success of the  Company is likely  dependent  on its ability to
attain additional capital to develop its proposed medical centers,  and upon its
ability to attain future profitable operations from these centers.  There can be
no assurance that the Company will be successful in obtaining financing, or that
it will attain positive cash flow from operations.

4.       DEPOSITS

     The Company has deposited funds with a 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.


                                       43
<PAGE>


                 UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                            AS AT SEPTEMBER 30, 2002
                                  (UNAUDITED)

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                   $ 709,294
            Valuation allowance for deferred tax
              assets                                            (709,294)
                                                                --------

         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 September 30,
2002,  the Company had net  operating  loss  carryforwards  of  approximately  $
709,294 for federal and state income tax purposes.  These carryforwards,  if not
utilized to offset  taxable  income begin to expire in 2017.  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.


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 July 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.


                                       44
<PAGE>

                 UNIVERSAL HEALTHCARE MANAGEMENT SYSTEMS, INC.
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                            AS AT SEPTEMBER 30, 2002
                                  (UNAUDITED)

5.       WARRANTS TO PURCHASE

     Each of the  existing  shareholders  have 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 the same price as paid
originally.

     As of September 30, 2002, there were 780,427 warrants still outstanding.

     As of November 30, 2002 an  additional  30,768 in warrants  were  exercised
leaving a total of 749,959 warrants outstanding.


                                       45
<PAGE>
CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND  FINANCIAL
DISCLOSURE

     There have been no changes in  accountants  or  disagreements  with present
accountants on financial disclosure.

          PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS
         --------------------------------------------------------

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The  following  information  is contained in the  Company's  by-laws  under
Article IX concerning indemnification of officers and directors.
     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 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.
                                       46
<PAGE>
     (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.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not Applicable

RECENT SALES OF UNREGISTERED SECURITIES

     The company has sold  approximately  1,586,895 shares of unregistered stock
at prices  ranging  from par  value to $0.90  per share as of the June 30,  2002
audit,  and an additional  2,423,954  shares at prices ranging from par value to
$5.00 per share  between July 1, 2002 and November 30, 2002.  As of the June 30,
2002 audit certain  directors and former directors  purchased  200,000 shares at
$0.50 and 37,778 shares at $0.90 per share, and 690,000 shares at par value. The
total  amount of shares  issued  as of  November  30,  2002 are  4,010,849,  and
executive officers and directors have purchased 1,775,000 of those shares at par
value.  During the period from July 1, 2002 to  November  30,  2002,  there were
1,160,000 shares issued to the board of directors at par value, 1,092,667 shares
issued at par value to other  individuals  for  services  rendered,  and  13,300
shares issued at prices ranging from $4.00 to $5.00 per share. Also, during that
same period 157,987 warrants were exercised by non- affiliates at prices ranging
from $0.80 to $0.90 per share.
     In summary the number of shares that have been sold as of November 30, 2002
are as follows:

         Executives, officers and directors               1,812,778
         Non-affiliated individuals and trusts            2,198,071

UNDERTAKINGS

     The Company undertakes in connection with Rule 415 of the Securities Act of
1933 to file  during  any  period  in which it  offers  or sells  securities,  a
post-effective   amendment  to  this  registration   statement  to  include  any
prospectus as required by Section  10(a)(3) of the Securities Act of 1933 and to
reflect in a post-effective  amendment any material changes that may effect this
registration statement subsequently, including the naming of its underwriters in
connection with at the market offerings.

     The Company also undertakes  notwithstanding the foregoing, any increase or
decrease in volume of securities offered(if the total dollar value of securities
would not exceed that which was  registered)  any deviation from the low or high
end of the  estimated  maximum  offering  range to reflect in the  prospectus as
filed with the Commission  pursuant to Rule 424(b),  if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
                                       47
<PAGE>

aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement.

     The Company also undertakes for determining  liability under the Securities
Act, to treat each post-effective  amendment as a new registration  statement of
the  securities  offered,  and the offering of the securities at that time to be
the initial bona fide offering.

     The Company further undertakes to file a post-effective amendment to remove
from  registration  any of the  securities  that remain unsold at the end of the
offering.

     If in the future the Company  decides to offer the  securities  to existing
security  holders under  warrants and rights and if any securities are reoffered
to the public  and/or  underwriters  with  modification,  the Company  will also
undertake to file a post-effective amendment.

     If the offering is to be done in the future with competitive  bidding,  the
Company  will  use its  best  efforts  to  distribute  to  prospective  bidders,
underwriters,  and  dealers,  a reasonable  number of copies of a prospectus  as
contained in the registration statement,  together with any supplements and file
an amendment to the registration statement reflecting the result of the bidding,
the terms of the  reoffering  and related  matters,  unless we decide that there
will be no further public offering of such securities.


                                       48
<PAGE>



                                    EXHIBITS

Index to Exhibits:

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

Exhibit No.                         Exhibit Name
<S>                     <C>
3(i).1                     Articles of Incorporation filed December 26, 2001

3(ii).1                    By-laws

3(iii)                     Articles of amendment as filed with the State

3(iv)                      Certification of articles of incorporation

3(v)                       Certificate of good standing

3(vi)1. to 5               Resolutions

5.1                        Opinion of legal counsel

10.1                       Warrant to purchase

10.2                       Consulting agreement - Townsen & Associates

23                         Consent of independent accountants
</TABLE>



                                   SIGNATURES

     In accordance  with the  requirements  of the  Securities  Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  of  filing  Form  SB-2 and  authorized  this  registration
statement to be signed on its behalf by the  undersigned,  in the City of Miami,
in the State of Florida.


        Universal Healthcare Management Systems Inc.


By:    /s/ Kenneth Hankin
     -------------------------------
         Kenneth Hankin, President

     In accordance  with the  requirements  of the Securities Act of 1933,  this
registration statement was signed by the following person in the capacity and on
the date stated:


/S/ Kenneth Hankin
----------------------
President and Director


/s/ Ardie Nickel
----------------------
Secretary and Director


Dated:  December 23, 2002.


                                       49
<PAGE>



                                                   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,  and
reserves  the right to amend or repeal any of the  provisions  contained  in the
bylaws of the  corporation or any amendments  thereto.  Any right conferred upon
the shareholders is subject to this reservation.

                                       50
<PAGE>


     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.

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



                                       51
<PAGE>




                                                   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.

                                       52
<PAGE>

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.

                                       53
<PAGE>
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.
                                       54
<PAGE>

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.

                                       55
<PAGE>
     (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.
                                       56
<PAGE>
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.
                                       57
<PAGE>
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
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<PAGE>
     (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
                                       59
<PAGE>
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
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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
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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 in
procuring 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:
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     (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 attorney's 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
                                       63
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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.

                                    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.
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                                   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

                                       65
<PAGE>


                                                 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: June 10, 2002.

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


         Signed as of this 10th day of June, 2002.

Signature
         By:
         Kenneth N. Hankin
          President & CEO


                                       66
<PAGE>



                                               EXHIBIT 3(iv)

                   CERTIFICATION OF ARTICLES OF INCORPORATION

                            (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





                                       67
<PAGE>




                                              Exhibit 3(v)

                          CERTIFICATE OF GOOD STANDING


                            (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



                                       68
<PAGE>



                                                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




                                       69
<PAGE>



                                                 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.




                                       70
<PAGE>




                                 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.




                                       71
<PAGE>




                                 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.



                                       72
<PAGE>



                                            EXHIBIT 3(vi).5


                         BOARD OF DIRECTOR'S RESOLUTION
                     ISSUING SHARES OF STOCK TO THE INITIAL
                             DIRECTORS AND OFFICERS

     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, and approve the removal and elimination
of the resolution:

RESOLVED,  further,  that all  members of the Board of  Directors  be allowed to
purchase ten thousand  (10,000) shares of restricted stock at par value for each
year that they serve on the Board of Directors,  and that such right be included
in the directorship agreement.

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.

     From the  "Minutes  of First  Meeting of Board of  Directors  of  Universal
Healthcare  Management  Systems,  Inc."  and from the  "Resolutions  Adopted  by
Incorporator of Universal Healthcare Management Systems, Inc." respectively.

     RESOLVED,  further,  that the initial  members of the Board of Directors be
allowed to purchase twenty five thousand  (25,000)  shares of restricted  common
stock of the Corporation at par value as compensation  for the initial term that
they  serve on the  Board of  Directors,  or for a minimum  of three (3)  years,
whichever is longer,  with such right included in their directorship  agreement.
That Ardie R. Nickel as an officer,  director and founder of the  Corporation be
allowed to  purchase  one  hundred  twenty  five  thousand  (125,000)  shares of
restricted  common stock of the  Corporation  at par value,  and that Kenneth N.
Hankin as an  officer,  director  and founder of the  Corporation  be allowed to
purchase one million  five hundred  thousand  (1,500,000)  shares of  restricted
common stock of the Corporation at par value.

     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 August 22,
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:                                                       CORPORATE SEAL:

/s/ Ardie Nickel
--------------------------
ARDIE R. NICKEL, SECRETARY


DATE------------------------


ATTEST TO BY:

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


                                       73
<PAGE>


                                                          EXHIBIT 5.1

                             Jonathan P. Kross, P.A.
                                 Attorney at Law
                          2461 West Hillsboro Boulevard
                            Deerfield Beach, FL 33442
                                (561) 394 - 5400


Fax: (561) 394 - 7900                            Please Reply To:
Email:   jpk@KrossLaw.com                        Post Office Box  3363
Also Member of the New York Bar                  Boca Raton, FL 33427


                                                  December 30, 2002

Board of Directors
Universal Healthcare Management Systems, Inc.

Dear Sirs,

     We have acted as counsel to Universal Healthcare  Management Systems,  Inc.
(the "Company"),  a Florida corporation,  in connection with the preparation and
filing  with  the  Securities  and  Exchange   Commission  (the   "Commission")a
Registration  Statement on Form SB-2 (the  "Registration  Statement") filed with
the  Commission on the date hereof  pursuant to which the Company is registering
under the  Securities Act of 1933, as amended  2,000,000  Shares by the Company,
3,500,000  Shares as a shelf  registration  and  1,061,000  Shares from  selling
shareholders  (the  "Shares")  of its common  stock,  $0.001 par value per share
("Common Stock").

     The Shares,  if and when sold, will be resold to the public by the Company.
This opinion is being rendered in connection with the filing of the Registration
Statement.

     In connection with this opinion, we have examined the Company's Articles of
Organization and its Bylaws, as amended, both as currently in effect; such other
records of the  corporate  proceedings  of the Company and  certificates  of the
Company's officers as we deemed relevant; and the Registration Statement and the
exhibits thereto filed with the Commission.

     In our examination,  we have assumed the genuineness of all signatures, the
legal capacity of natural persons,  the authenticity of all documents  submitted
to us as certified or photo static copies and the  authenticity of the originals
of such copies.

     We express no  opinion  as to the laws of the state or  jurisdiction  other
than the State of Florida  ("Florida  Law"),  including  the  reported  judicial
decisions interpreting Florida Law, and the federal laws of the United States of
America.  To the extent  that any other laws  govern the matters to which we are
opining herein,  we have assumed,  with your permission and without  independent
investigation,  that  such  laws  are  identical  to  Florida  Law,  and  we are
expressing  no opinion  herein as to whether such  assumption  is  reasonable or
correct.  This  opinion  is  limited  to  present  laws and to the facts as they
presently  exist.  We assume no obligation to update our opinion or to advise of
any events, circumstances or developments that occur or are otherwise brought to
our  attention  subsequent  to the date hereof.  We also assume no obligation to
revise or supplement  this opinion should the present federal laws of the United
States, or present Florida Law, change by legislative action, judicial decision,
or  otherwise.   No  opinion  is  expressed  herein  with  respect  to  (a)  the
qualification  of the Shares under the  securities or blue-sky laws of any state
or any foreign  jurisdiction  and (b) the  antifraud  provisions of any state or
federal securities laws.

     The opinions set forth below are subject to the further  qualification that
enforceability may be:

     (1) limited by applicable bankruptcy, insolvency, moratorium, fraudulent or
preferential  transfer or  conveyance,  reorganization  or other laws of general
applicability  relating to, or affecting generally the enforcement of creditors'
rights and remedies or by other equitable principles of general application;

     (2) limited by general principles of equity, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing (regardless
of whether applied by a court or law or equity);

     (3) subject to the effect of any public  considerations  or court decisions
which may limit the  rights of any  person or entity to obtain  indemnification;
and

     (4) subject to the effects of  generally  applicable  rules of law that (a)
limit or effect the  availability  of specific  performance  or provisions  that
purport  to require  waiver of the  obligations  of good  faith,  fair  dealing,
diligence and reasonableness or (b) provide that forum selection clauses are not
necessarily binding on the court or courts in the forum selected.
                                       74
<PAGE>

     Based  upon and  subject  to the  foregoing  assumptions,  limitations  and
qualifications, we are of the opinion that:

     (1) The Shares,  when issued and delivered in accordance with the terms and
conditions  of  a  Subscription  Agreement  and  against  payment  therefore  as
contemplated  by the  Subscription  Agreement,  will be duly and validly issued,
fully paid and non-assessable shares of Common Stock.

     (2) The Company may be  required  to offer a right of  rescission  to those
parties subscribing to the Shares.

     It is understood  that this opinion is to be used only in  connection  with
the offer and sale of the Shares while the  Registration  Statement is deemed to
be effective by the Commission.

     We  understand  that you wish to file this  opinion  as an  exhibit  to the
Registration Statement, and we hereby consent thereto. We hereby further consent
to the  reference  to us under the caption  "Legal  Matters"  in the  prospectus
included in the Registration Statement.

Very truly yours,

s/s JP. Kross
-----------------
Jonathan P. Kross


                                       75
<PAGE>

                                                   EXHIBIT 10.1

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 prior
to 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.

                                       76
<PAGE>
     (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  publicly
traded  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.
                                       77
<PAGE>

     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:



                                       78
<PAGE>



                                    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.



                                       79
<PAGE>


                                                         EXHIBIT 10.2


                              Townzen & Associates
                           4201 North Main, Suite 240
                             Fort Worth, Texas 76179
                        Ph. 817-625-2344 Fax 817-625-2388


     This  agreement is made by and  between,  Universal  Healthcare  Management
Systems  ("CLIENT") and Townzen & Associates  ("PROVIDER").  CLIENT and PROVIDER
desire to set forth  their  agreement  for  provision  by  PROVIDER  of  Medical
Consulting and Development Services at CLIENT'S facilities and, accordingly,  in
consideration of the covenants and agreements set forth below, agree as follows:

     1. Services to be Provided:  PROVIDER agrees for the term of this Agreement
to provide Medical Consulting  Services in the Development of Radiation Oncology
Facilities of CLIENT and such  services  shall include the provision of, but not
limited to the following:

     o Work closely with CLIENT in the  development,  acquisition and evaluation
of proposed Radiation Oncology Facilities.
     o Work with  various  lending  agencies  and  investment  organizations  to
facilitate appropriate funding for the various projects of CLIENT.
     o Assist in the developing and implementation of a comprehensive Operations
and Marketing Plan to best promote the CLIENTS' facilities.

     1. Term: This agreement  shall become  effective on June 10, 2002 and shall
remain in force  through  December 31, 2002.  This  contract is renewable  for a
consecutive  one (1) year period with the written  consent of the parties hereto
given  thirty  (30) days prior to the end of the  contract  period.  If for some
reason the  contract  is not  renewed  the Fees  associated  with the  developed
centers will remain in effect as stated in Section 3.

     2. Fees: For provision of the services  discussed  above,  CLIENT shall pay
the PROVIDER a partial month's fee for June of $4,000.00 with an ongoing monthly
fee of $6,000.00 plus documented expenses incurred relating to CLIENT'S business
for the term of this  agreement.  An  invoice  will be  presented  monthly  with
explanation  of the service,  and the fee is due within thirty (30) days of that
date.

     To the extent CLIENT fails to make timely payments to PROVIDER of fees due,
PROVIDER  shall  have the  right to  immediately  cease  provision  of  services
hereunder.

     3.  Indemnification:  Each party  agrees to hold  harmless,  indemnify  and
defend the other party, its officers, directors, trustees, employees, agents and
representatives from any and all liability,  claims,  damages, causes of action,
costs and expenses,  including attorneys' fees, arising out of or resulting from
any  injury,  death  or  damage  to  the  extent  caused  by the  negligence  or
intentional  act  or  omission  of  the  indemnifying  party  or  its  officers,
directors,  trustees,  employees, agents and representatives.  Each party who is
indemnified hereunder shall give written notice to the indemnifying party of the
occurrence  or  assertion  of  any  of  the  foregoing  matters,  which  may  be
indemnified hereunder.

     4.  Independent  Contractor:  In the  performance  of its duties under this
agreement,  PROVIDER is at all times  acting and  performing  as an  independent
contractor  with respect to CLIENT.  This Agreement  creates no  relationship of
employment,   partnership  or  joint  venture  between  the  parties.   PROVIDER
acknowledges  that it has no right,  entitlement  of claim  against  CLIENT  for
Social Security benefits, workers' compensation benefits,  retirement,  vacation
leave, sick leave or any other employee benefits of any kind.

     5.  Exclusivity:  CLIENT  agrees  that  during  the term of this  Agreement
PROVIDER  shall be the  exclusive  provider of  Radiation  Facility  Development
Consulting  Services to CLIENT and that CLIENT  shall not engage the services of
any other Consulting  entity without first receiving the express written consent
of PROVIDER,  which consent may be withheld by PROVIDER in its sole and complete
discretion.

     6. Early Termination:  PROVIDER or CLIENT shall have the right to terminate
this  Agreement  upon  sixty  (60)  days  written  notice.  Termination  of this
Agreement shall not release or discharge either party from any obligation,  debt
or liability  which may previously have accrued and remains to be performed upon
the date of termination.


                                       80
<PAGE>


     7.  Disputes:  In the event of a  disagreement  between CLIENT and PROVIDER
regarding any element or elements of this Agreement, which cannot be resolved to
the  satisfaction  of both  parties,  the matter will be referred to binding AAA
arbitration.  Arbitration  shall take place in Ft. Worth,  Texas before a single
arbitrator.

     8.  Miscellaneous:  This agreement  contains the entire agreement of CLIENT
and PROVIDER,  supersedes all prior oral or written  agreements,  may be amended
only by a written  document  executed by both parties,  and shall be governed by
the laws of the state of Texas.

Universal Healthcare Management Systems              Townzen & Associates


Accepted by:      Kenneth N. Hankin    Presented by:     Jesse C. Townzen


Title:            President           Title:    President


Signature:                            Signature:



                                       81
<PAGE>

                                                                      Exhibit 23





CONSENT OF INDEPENDENT ACCOUNTANTS


     We, Michael  Johnson & Co LLC hereby consent to the use of our report dated
relating  to the audited  financial  statements  for the period  from  inception
(December  26, 2001) to June 30, 2002 to the  registration  statement on SB-2 of
Universal Healthcare Management Systems Inc. to be filed with the Securities and
Exchange Commission.

Michael Johnson & Co. LLP.
Certified Public Accountants

December 18, 2002.




                                       82






































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