UNITED MEDICORP INC
10-Q, 1996-08-14
INSURANCE AGENTS, BROKERS & SERVICE
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<PAGE>


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                  FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended
June 30, 1996                                       Commission File No.1-10418


                             UNITED MEDICORP, INC.
            (Exact name of registrant as specified in charter)


         DELAWARE                                        75-2217002  
(State or other jurisdiction of              (IRS employer identification no.)
 incorporation or organization)


10210 N. CENTRAL EXPRESSWAY, #400
       DALLAS, TEXAS                                       75231
   (Address of principal                                 (Zip Code)
    executive offices)



                 Registrant's telephone number, including area code:
                                     214/691-2140


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was 
required to file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.
Yes   X     No
     ---       ---

As of July 1, 1996, there were outstanding 26,310,217 shares of Common Stock, 
$.01 par value.


<PAGE>

                              UNITED MEDICORP, INC.
                                  June 30, 1996

                              TABLE OF CONTENTS


PART I.  FINANCIAL INFORMATION 

  Item 1.  Financial Statements

  Consolidated Balance Sheets as of June 30, 1996
  and December 31, 1995. . . . . . . . . . . . . . . . . . . . . . . . .  3

  Consolidated Statements of Revenues and Expenses
  for the Three Months Ended June 30, 1996 and 1995, and
  for the Six Months Ended June 30, 1996 and 1995. . . . . . . . . . . .  4

  Consolidated Statements of Cash Flows for the 
  Three Months Ended June 30, 1996 and 1995, and
  for the Six Months Ended June 30, 1996 and 1995. . . . . . . . . . . .  5

  Notes to Consolidated Financial Statements . . . . . . . . . . . . . .  6

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

PART II.  OTHER INFORMATION

    Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 12

    Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . . 12

    Item 3.  Default Upon Senior Securities  . . . . . . . . . . . . . . 12

    Item 4.  Submission of Matters to a Vote of Security Holders . . . . 12

    Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . . 12

    Item 6.  Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . 12


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13



                                    -2-

<PAGE>


                            UNITED MEDICORP, INC.
                         CONSOLIDATED BALANCE SHEETS

<TABLE>
                                                             (UNAUDITED)        (AUDITED)
                                                               JUNE 30,        DECEMBER 31,
                                                                 1996              1995
                                                             ------------      ------------
<S>                                                               <C>                <C>
CURRENT ASSETS:
  Cash and cash equivalents                                  $     94,563      $     58,078
  Restricted Cash                                                  50,081                 0
  Accounts receivable, less allowance for
   doubtful accounts of $6,369 and $7,493,
   respectively                                                   140,776           138,970
  Notes receivable, less allowance for
   doubtful accounts of $0 and $0,
   respectively                                                         0               214
  Prepaid expenses and other                                       17,551            20,427
                                                             ------------      ------------
    TOTAL CURRENT ASSETS                                          302,971           217,689

PROPERTY AND EQUIPMENT (net)                                      159,451           200,996

OTHER ASSETS                                                       16,337            17,373
                                                             ------------      ------------
    TOTAL ASSETS                                             $    478,760      $    436,058
                                                             ------------      ------------
                                                             ------------      ------------

CURRENT LIABILITIES:
  Payable to clients                                         $     50,081      $     19,902
  Trade accounts payable                                          114,844            48,230
  Accrued expenses                                                140,359           141,501
  Deferred revenue                                                      0            15,959
  Current portion of capital lease obligations                     27,347            32,487
                                                             ------------      ------------

    TOTAL CURRENT LIABILITIES                                     332,630           258,079

LONG TERM LEASE OBLIGATION                                        120,591           138,565

DEFERRED CREDITS                                                   31,434            31,434

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Common stock, $.01 par value; 50,000,000 authorized
   26,415,764 shares issued and outstanding at 6/30/96
   and 12/31/95.                                                  264,157           264,157

  Less: 105,547 shares of treasury stock, at cost                (221,881)         (221,881)
  Additional paid-in capital                                   18,552,343        18,552,341
  Retained deficit                                            (18,600,514)      (18,586,637)
                                                             ------------      ------------

    TOTAL STOCKHOLDERS' EQUITY                                     (5,895)            7,980
                                                             ------------      ------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $    478,760      $    436,058
                                                             ------------      ------------
                                                             ------------      ------------
</TABLE>



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


                                      -3-


<PAGE>

                           UNITED MEDICORP, INC.
               CONSOLIDATED STATEMENT OF REVENUES AND EXPENSES
                               (Unaudited)

<TABLE>
                                 THREE MONTHS   THREE MONTHS   SIX MONTHS     SIX MONTHS
                                    ENDED          ENDED          ENDED          ENDED
                                JUNE 30, 1996  JUNE 30, 1995  JUNE 30, 1996  JUNE 30, 1995
                                -------------  -------------  -------------  -------------
<S>                             <C>            <C>            <C>            <C>
REVENUES:
  Fee income                      $  464,960     $  497,345     $  928,425     $1,085,487
  Installation income                      0              0          6,900              0
  Interest income                          0          1,510              0          3,190
                                  ----------     ----------     ----------     ----------
    TOTAL REVENUES                   464,960        498,855        935,325      1,088,677
EXPENSES:
  Salaries and benefits              280,206        403,030        585,281        798,343
  Selling, general and
   administrative                    106,982        118,382        212,942        233,218
  Professional fees                   22,015         17,414         36,505         33,905
  Office and equipment rental         24,472         19,623         52,774         35,760
  Depreciation and amortization       26,603         26,784         52,636         58,265
  Interest                             4,422          3,225          8,990         10,657
  Other                                   73            (98)            73            (98)
                                 ----------     ----------     ----------     ----------
    TOTAL EXPENSES                   464,773        588,360        949,202      1,170,050
                                  ----------     ----------     ----------     ----------
NET INCOME (LOSS)                 $      187     $  (89,505)    $  (13,877)    $  (81,373)
                                  ----------     ----------     ----------     ----------
                                  ----------     ----------     ----------     ----------
NET INCOME (LOSS) PER SHARE       $     0.00     $    (0.00)    $    (0.00)    $    (0.00)
                                  ----------     ----------     ----------     ----------
                                  ----------     ----------     ----------     ----------
WEIGHTED AVERAGE
  COMMON SHARES OUTSTANDING       26,310,217     23,940,218     26,310,217     23,940,218
                                  ----------     ----------     ----------     ----------
                                  ----------     ----------     ----------     ----------
</TABLE>


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


                                     -4-


<PAGE>

                             UNITED MEDICORP, INC.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

<TABLE>
                                                         THREE MONTHS   THREE MONTHS    SIX MONTHS     SIX MONTHS
                                                             ENDED          ENDED          ENDED          ENDED
                                                         JUNE 30, 1996  JUNE 30, 1995  JUNE 30, 1996   JUNE 30, 1995
                                                         -------------  -------------  -------------   -------------
<S>                                                       <C>            <C>            <C>             <C>
OPERATING ACTIVITIES:
  Net income (loss)                                         $    187      $(89,505)      $(13,877)        $(81,373)
  Adjustments to reconcile net loss to cash used in
  operating activities:
    Depreciation and amortization                             26,607        26,784         52,636           58,265 
    (Increase) Decrease in restricted cash                   (50,081)        4,851        (50,081)           4,851 
    Decrease in purchased claims                                   0        37,721              0           37,721 
    (Increase) Decrease in accounts receivable                39,709        59,050         (1,806)          (2,293)
    Decrease in notes receivable                                 214        21,000            214                0 
    (Increase) Decrease in prepaid expenses and other           (162)          368          2,876            7,575 
    Increase (Decrease) in payable to clients                (10,861)      (31,491)        30,179          (26,640)
    Increase (Decrease) in accounts payable                   43,937        35,923         66,614           14,861 
    Increase (Decrease) in accrued expenses                    2,680       (19,944)        (1,142)          (2,304)
    (Decrease) in deferred revenue                            (7,980)            0        (15,959)               0 
    (Increase) Decrease in deposits and other                      0        (4,000)             0            8,180 
    Increase (Decrease) in deferred credits                   (5,562)      (11,744)             0          (23,489)
                                                            --------      --------       --------         -------- 
      NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES        38,688        29,013         69,654           (4,646)
                                                            --------      --------       --------         -------- 
INVESTING ACTIVITIES:
  Property and equipment, net                                 (5,627)        2,298        (10,054)             435
                                                            --------      --------       --------         --------
      NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES        (5,627)        2,298        (10,054)             435
                                                            --------      --------       --------         --------
FINANCING ACTIVITIES:
  Common stock subscribed                                          0             0              0          100,000
  (Increase) in restricted cash                                    0             0              0         (100,000)
  Repayment of notes payable                                       0             0              0         (200,000)
  Payments of capital lease obligations                       (8,524)            0        (23,115)               0
  Other                                                            0             0              0                0
                                                            --------      --------       --------         --------
      NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES        (8,524)            0        (23,115)        (200,000)
                                                            --------      --------       --------         --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS              24,537        31,311         36,485         (204,211)

CASH AND CASH EQUIVALENTS, beginning of period                70,026       115,711         58,078          351,233
                                                            --------      --------       --------         --------

CASH AND CASH EQUIVALENTS, end of period                    $ 94,563      $147,022       $ 94,563         $147,022
                                                            --------      --------       --------         --------
                                                            --------      --------       --------         --------

Additional Cash Flow Information

  Cash paid for interest                                    $  3,137      $  3,163       $  6,420         $  6,773
</TABLE>

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



                                    -5-


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PREPARATION

United Medicorp, Inc. (the "Company" or "UMC") is a publicly held company 
traded on the over the counter market under the symbol UMCI.  UMC was founded 
in March, 1989 to provide medical insurance claims management services to 
healthcare providers throughout the United States.

The accompanying consolidated financial statements as of June 30, 1996 and 
for the three and six month periods ended June 30, 1996 and 1995 are 
unaudited.  However, in the opinion of management, all adjustments consisting 
of normal recurring adjustments necessary for the fair presentation of 
financial position, results of operations, and cash flows for the periods 
shown have been made, except the consolidated financial statements do not 
include any adjustments that might result from the uncertainty described in 
Note 2 below.  Certain information and footnote disclosures normally included 
in financial statements prepared in accordance with generally accepted 
accounting principles have been omitted pursuant to the rules and regulations 
of the Securities and Exchange Commission, although management believes that 
the disclosures contained herein are adequate to make the information 
presented not misleading.  These financial statements should be read in 
conjunction with the financial statements and the notes thereto included in 
the Company's Annual Report on Form 10-K for the year ended December 31, 1995.

2.  CAPITAL INFUSION AND GOING CONCERN

At June 30, 1996, the Company had $94,563 in unrestricted cash and cash 
equivalents on hand. These funds along with forecasted revenues are projected 
by management to be adequate to fund operations.  The Company continues to 
pursue new business primarily through direct contacts with prospective 
customers in an effort to generate additional revenues.  There is no 
assurance that revenues generated from existing customers will continue as 
forecasted or that the Company will be successful in securing new customers 
or sources of revenue before the Company's remaining capital is depleted.  In 
the event such new customers or sources of revenue are not secured, 
management projects that cash flow from operations may not be sufficient to 
provide for the Company's working capital needs beyond 1996, in which case 
the Company will be required to raise additional capital in order to continue 
operating in its present form.  Due to the Company's history of operating 
losses there can be no assurance that additional investment capital can be 
raised in the event the Company is not successful in securing new customers 
or new sources of revenue.

3.  RESTRICTED CASH

Restricted Cash represents payments collected from insurance carriers and 
patients on behalf of UMC customers.  These funds are remitted to customers 
by UMC on a weekly, semi-monthly, or monthly interval.


                                      -6-
<PAGE>

4.  ACCOUNTS RECEIVABLE

Accounts receivable represents fees which have been billed to and are due 
from customers.  Included in the $140,766 of accounts receivable at June 30, 
1996 are $28,048 related to services rendered to Healthcare Advisory Service 
of Puerto Rico, Inc. ("HAS").  The ability of HAS to pay UMC for services 
rendered is contingent upon receipt by HAS of payment from its customers for 
services rendered.  There can be no assurance that such payment will be 
received, or if it will be received within the timeframe anticipated by HAS 
and UMC management.  The Company has not established any reserve for bad 
debts related to receivables due from HAS.

5.  PAYABLE TO CLIENTS

Payable To Clients includes payments collected from insurance carriers and 
patients on behalf of UMC customers.  These funds are remitted to customers 
by UMC on a weekly, semi-monthly, or monthly interval.  

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS


U.S. OPERATIONS:  Late in the first quarter, the Company was notified by its 
second largest customer, Mimbres Memorial Hospital ("MMH"), that it had 
accepted an offer to be acquired by a hospital chain. The chain has available 
the resources necessary to perform all of the billing and collection 
functions which had been outsourced to UMC. Effective April 12, 1996, MMH 
discontinued transmitting new claims to UMC for processing. MMH contributed 
about $360K in fees during 1995, $90,700 in fees during the three months 
ended March 31, 1996, and $25,231 in fees during the three months ended June 
30, 1996. 

During the three months ended June 30, 1996, the Company completed a contract 
for billing and collection services with a regional provider of radiology 
services.  Once this contract is fully ramped up, management's estimate of 
the monthly revenues from this new contract is in the range of $4K to $8K per 
month.

PUERTO RICAN OPERATIONS:  Most of the Company's revenue in Puerto Rico is 
derived from HAS, which the Company serves as a subcontractor in regard to 
HAS' contract for claims processing services to the Administracion de 
Facilidades y Servicios de Salud ("AFASS"). Under this contract, the Company 
has provided claims processing and follow up services to nine AFASS funded 
clinics and one hospital in Yauco, Puerto Rico.

Early in the first quarter of 1996, the Company received $26,516 from a 
progress billing for services to the Yauco Hospital. Under the contract 
between HAS and AFASS, fees for the contract term from July 1, 1995 to June 
30, 1996 are computed as a percentage of the amount by which total 
collections exceed a "baseline" of $2,500,000. As of March 31, 1996, the 
Company's projections based on collections and claims processed to date 
indicated that the baseline would not be attained and therefore no fees would 
be realizable from the Yauco contract 


                                      -7-


<PAGE>

when the final reconciliation of total collections received and fees due is 
completed in late 1997.  Therefore, the Company reported the $26,516 payment 
mentioned above in "payable to clients" on the balance sheet at March 31, 
1996.

Effective June 30, 1996, the Company completed a Settlement And Termination 
Agreement (the "Agreement") with HAS. Under the Agreement, on August 2, 1996 
HAS paid to UMC a total of $172,000 representing the sum of $46,000 to 
purchase UMC's interest in the claims inventory in process for the AFASS 
clinics located at Coamo, Juana Diaz, Adjuntas, Jayuga, Villalba, and Santa 
Isabel; $72,000 to purchase UMC's interest in the claims inventory in process 
for the AFASS hospital located in Yauco; and $54,000 as additional 
consideration for the Agreement.  Income related to these cash payments will 
be recognized in the month of August, 1996, when the cash was received. In 
addition, HAS agreed to pay UMC $26,101 representing UMC's share of invoices 
currently in process for payment by AFASS if and when payment for such 
invoices is received from AFASS.  Also, HAS agreed to pay UMC 50 percent of 
the proceeds from the final settlement of HAS' contract with Humacao, if and 
when such settlement is completed and payment is received  from Humacao. The 
estimated amount of the settlement with Humacao is $15,000, which would yield 
$7,500 in cash to UMC. The Agreement included a mutual release by UMC and HAS 
of any claims either party may have against the other, and an indemnification 
of UMC by HAS against any claim by AFASS for a refund of fees paid.  Based on 
this indemnification, the Company recognized the $26,516 progress billing 
described above as fee income during the month of June, 1996. 

The Agreement also provided for the continuation of UMC's services to the 
remaining three AFASS clinics and the AFASS hospital in Yauco (the "HAS 
Customers") if, in UMC's sole discretion, the continuation of such services 
is in UMC's best interest. Fees earned from the HAS Customers subsequent to 
June 30, 1996 shall be allocated 90 percent to UMC and 10 percent to HAS, 
instead of the 50/50 split in force prior to the effective date of the 
Agreement. As of the date of this report, management has not yet determined 
an estimate of the fees and costs associated with the continuation of 
services to the HAS Customers. However, HAS has advised UMC management that 
its contract with AFASS under which services to the HAS Customers are 
provided may not be renewed for the fiscal year beginning July 1, 1996, and 
if it is renewed, the contract will probably be canceled during the third 
quarter of 1996. 

During the second quarter, the Company's Puerto Rican operations generated 
revenues of $65,885, direct expenses of $50,311 and positive gross margin of 
$15,574.  There can be no assurance that projected revenues from claims 
generated by these customers will continue as forecasted or that the Company 
will be successful in securing new customers in the Puerto Rican market.

There can be no assurance that the Company's past or future invoices to HAS 
for claims processing services rendered in Puerto Rico will be paid as 
expected.  The Company has not established any reserve for bad debts related 
to receivables due from HAS.


                                      -8-


<PAGE>

The following table sets forth for each period indicated the volume and gross 
dollar amount of insurance claims received and fees recognized for each of 
the Company's two principal services. In general, collections on most 
healthcare providers' new claims ("Ongoing") tend to average about 25 to 80 
percent of the gross claim amount. Backlog collection ratios range from 0 to 
about 40 percent of the aggregate gross claim amount because many backlog 
claims have already been paid or denied by the insurance carriers prior to 
submission of the claims to UMC. For these previously paid claims, UMC often 
charges an administrative fee which is less than a collection fee.

                         PROCESSING VOLUME AND FEES



<TABLE>
                             1994                       1995                       1996
                       ----------------  ----------------------------------  ----------------
                        THIRD   FOURTH    FIRST   SECOND    THIRD   FOURTH    FIRST   SECOND
                       QUARTER  QUARTER  QUARTER  QUARTER  QUARTER  QUARTER  QUARTER  QUARTER
                       -------  -------  -------  -------  -------  -------  -------  -------
<S>                      <C>      <C>       <C>     <C>      <C>      <C>      <C>       <C>
NUMBER OF CLAIMS 
ACCEPTED FOR 
PROCESSING
  ONGOING              32,280    38,779   46,972   46,021   43,161   47,249   48,280   46,861 
  BACKLOG                   0     5,753        0        0        0    3,455       41        0 
                       ------    ------   ------   ------   ------   ------   ------   ------ 
  TOTAL                32,280    44,532   46,972   46,021   43,161   50,704   48,321   46,861 

GROSS AMOUNT OF 
CLAIMS ACCEPTED FOR
PROCESSING ($000)
  ONGOING              14,280    18,571   19,182   19,999   18,791   21,660   19,923   21,055 
  BACKLOG                   0     3,362        0        0        0    1,269       17        0 
                       ------    ------   ------   ------   ------   ------   ------   ------ 
  TOTAL                14,280    21,933   19,182   19,199   18,791   22,929   19,940   21,055 

COLLECTIONS ($000)
  ONGOING               7,336     7,851    9,270    9,883    9,613    8,694    9,020    8,257 
  BACKLOG                 194       130      272      159       28       60       70        6 
                       ------    ------   ------   ------   ------   ------   ------   ------ 
  TOTAL                 7,530     7,981    9,542   10,042    9,641    8,754    9,090    8,263 

FEES EARNED ($000)
  ONGOING                 332       371      549      482      449      447      467      465 
  BACKLOG                  14        15       39       15        2        3        3        0 
                       ------    ------   ------   ------   ------   ------   ------   ------ 
  TOTAL                   346       386      588      497      451      450      470      465 
</TABLE>


For Ongoing claims, there is typically a time lag of approximately 15 to 45 
days from contract execution to computer hardware installation and training 
of personnel.  During this period, Company personnel survey the customer's 
existing operations and prepare for implementation.  Following training of 
personnel, the customer begins transmitting claims to the Company. There is 
usually a time lag of 30 to 90 days between transmission of a claim to a 
third party payor and collection of a claim from that payor, except in Puerto 
Rico, where commercial payors often delay payment on claims for up to two 
years.

                                      -9-
<PAGE>

QUARTERLY INFORMATION:  Fee income decreased $32,385 or 6.5 percent, from 
$497,345 for the three months ended June 30, 1995 to $464,960 for the three 
months ended June 30, 1996.  The decrease was due to decreased revenue of 
$85,325 from domestic operations and an increase of $52,940 from Puerto Rican 
operations. 

For domestic operations, fee income from "Ongoing" claims processing, 
management and collection services decreased by 10 percent from $406,565 for 
the three months ended June 30, 1995 to $367,811 for the three months ended 
June 30, 1996 due primarily to reduced revenue from MMH.  Backlog collection 
fees decreased by 98 percent, from $15,369 for the three months ended June 
30, 1995 to $304 for the three months ended June 30, 1996 due primarily to 
reduced backlog fees from MMH.  Fees from UMC's UMClaimPros interim staffing 
service decreased by 78 percent from $61,962 for the three months ended June 
30, 1995 to $13,516 for the three months ended June 30, 1996.  Patient 
billing fees increased from $0 for the three months ended June 30, 1995 to 
$12,271 for the three months ended June 30, 1996. Repricing fees increased 
from $0 for the three months ended June 30, 1995 to $3,729 for the three 
months ended June 30, 1996.

For Puerto Rican operations, fees from clinics increased by 170 percent, from 
$12,945 for the three months ended June 30, 1995 to $27,995 for the three 
months ended June 30, 1996.  Physician fees increased from $0 for the three 
months ended June 30, 1995 to $3,395 for the three months ended June 30, 
1996.  Hospital fees increased from $0 during the three months ended June 30, 
1995 to $34,496 during the six months ended June 30, 1996.

Salaries and benefits for the first quarter of 1996 decreased $122,825, or 30 
percent, from $403,030 for the three months ended June 30, 1995 to $280,206 
for the three months ended June 30, 1996.  Total headcount decreased from 55 
at June 30, 1995 to 34 at June 30, 1996, excluding temporary and part-time 
employees.  

Selling, general and administrative expenses decreased $11,400, or 10 
percent, from $118,381 for the three months ended June 30, 1995 to $106,982 
for the three months ended June 30, 1996, due primarily to reduced expenses 
for the Company's Puerto Rico operations and reduced contract clerical 
expenses. 

Professional fees increased by $4,601, or 26 percent, from $17,414 in the 
second quarter of 1995 to $22,015 in the second quarter of 1996, primarily 
due to expenses incurred to comply with new SEC requirements for electronic 
filing of forms 10-K and 10-Q. 

Rental expense increased $4,849, or 25 percent, from $19,623 in the second 
quarter of 1995 to $24,472 in the second quarter of 1996, due to the 
expiration of deferred credits on the lease ending July 31, 1995 for the 
office space in Dallas, Texas, and increased rent for the office space in 
Ponce, Puerto Rico which began in May, 1995.

Interest expense increased by $1,198, or 37 percent, from $3,225 in the 
second quarter of 1995 to $4,422 in the second quarter of 1996, due to 
interest related to leased AS/400 equipment.


                                     -10-

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

SOURCES OF CAPITAL:  Operating funds through March 31, 1995 have been derived 
primarily from the issuance of Common Stock ($18.8 million).  

CAPITAL EXPENDITURES:  During the second quarter of 1996, the Company did not 
make any significant capital expenditures.   As of June 30, 1996, the Company 
had no significant outstanding commitments for capital expenditures.

LIQUIDITY OUTLOOK:  At June 30, 1996, the Company had $94,563 in unrestricted 
cash and cash equivalents and $140,776 in net accounts receivable.  The 
Company generated positive cash flow of $24,537 during the second quarter of 
1996 compared to positive cash flow of $31,311 during the second quarter of 
1995.  

There can be no assurance that the Company's invoices to HAS for claims 
processing services rendered in Puerto Rico will be paid as expected.  The 
Company has not established any reserve for bad debts related to receivables 
due from HAS.  

During the second quarter of 1996, the Company attempted to complete an 
offering of a new class of preferred stock to a number of investors, 
including British investors who had previously invested in private placements 
of the Company's Common Stock.  The offering was not successful.

Although the Company generated positive cash flow during the second quarter 
of 1996, there are considerable risks, including primarily the need for 
additional sustainable revenues, that additional capital will be needed.  
There can be no assurance that such capital will be available, or of the 
terms upon which such capital might be made available.  Additionally, UMC has 
incurred cumulative losses of $18,600,514 since inception.  These factors 
raise substantial doubt as to the Company's ability to continue as a going 
concern.

SUBSEQUENT EVENT:  The Company completed a Settlement And Termination 
Agreement with HAS effective June 30, 1996, pursuant to which the Company 
received a cash payment in the amount of $172,000 on August 2, 1996.  Income 
from this Settlement And Termination Agreement will be recognized and 
reported in August, 1996, the month in which cash was received.


                                     -11-

<PAGE>

                              UNITED MEDICORP, INC.

                           PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is the defendant in a lawsuit filed on March 2, 1995 by a former 
employee of the Company. The lawsuit charges the Company with wrongful 
discharge.  The former employee seeks unspecified past and future economic 
loss, damages, exemplary damages, reinstatement, attorney's fees and 
interest.  The plaintiff has requested a trial by jury.  Management believes 
this lawsuit to be without merit and intends to vigorously defend against the 
claim.

ITEM 2.  CHANGES IN SECURITIES

    Not applicable.

ITEM 3.  DEFAULT UPON SENIOR SECURITIES

    Not applicable.

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

    Not applicable.

ITEM 5.  OTHER INFORMATION

    Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    Not applicable.


                                     -12-

<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this Quarterly Report to be signed on its behalf 
by the undersigned, thereunto duly authorized.

                             UNITED MEDICORP, INC.
                                 (REGISTRANT)


By: /s/ Peter W. Seaman                           Date:  August 13, 1996
    ---------------------------------
    Peter W. Seaman, President and
    Chief Executive Officer
    (Principal Accounting Officer)



                                     -13-



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