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

                                   FORM 8-K/A

                               AMENDMENT NO. 1 TO
                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 21, 2005

                                SPO MEDICAL INC.
             (Exact name of registrant as specified in its charter)

          Delaware                       0-11772                 25-1411971
----------------------------    ------------------------     -------------------
(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)

                 21860 Burbank Blvd., North Building, Suite 380
                            Woodland Hills, CA 91367
          (Address of principal executive offices, including Zip Code)

                                  818-888-4380
              (Registrant's telephone number, including area code)

                             UNITED DIAGNOSTIC, INC.
               124 West 60th Street, #33L, New York New York 10023
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))



ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

      SPO  Medical  Inc.,  a  Delaware  corporation  formerly  known  as  United
Diagnostic,  Inc. (the "Company" or "SPO Inc."),  previously reported under Item
2.01 of its Current  Report on Form 8-K filed with the  Securities  and Exchange
Commission (the  "Commission") on April 27, 2005 (the "April 2005 8-K") that the
Company  completed its acquisition (the  "Acquisition") of SPO Medical Equipment
Ltd., a company incorporated under the laws of the State of Israel ("SPO Ltd.").
The Acquisition was completed pursuant to the Capital Stock Exchange  Agreement,
dated as of  February  28,  2005,  by and among the  Company,  SPO Ltd.  and the
shareholders of SPO Ltd., as  subsequently  amended and restated as of April 21,
2005 (as so amended and restated the "Restated Exchange  Agreement").  Under the
terms of the  Restated  Exchange  Agreement,  the Company  acquired  100% of the
outstanding capital stock of SPO Ltd. in exchange for the issuance to the former
shareholders of SPO Ltd of shares of the Company's common stock, par value $0.01
per share ("Common Stock"),  representing  approximately 90% of the Common Stock
issued and  outstanding  after giving effect to the  Acquisition.  Following the
Acquisition,  SPO Ltd.  became a wholly-owned  subsidiary of the Company and the
Company changed its name to "SPO Medical Inc."

      The  description of the  Acquisition  included in the Company's April 2005
8-K is  incorporated by reference  herein.  This Current Report on Form 8-K/A is
being filed to include additional information about the Company and SPO Ltd. and
to complete the financial  statements  and exhibits  records with respect to the
April 2005 8-K.

      All references to "we," "our," or "us" in this filing refer to SPO Medical
Inc., a Delaware corporation, and its subsidiary SPO Ltd.

                         About SPO Ltd. and the Company

Overview

      From the  commencements  of operations in January 1996,  SPO Ltd. has been
engaged in the design,  development and marketing of non-invasive pulse oximetry
technologies to monitor blood oxygen  saturation and heart rate for a variety of
markets, including medical, homecare, sports and search & rescue. Pulse oximetry
is a non-invasive  process used to measure blood oxygen saturation levels and is
an established measurement in medical practice to ensure maintenance of adequate
oxygen and  prevention of  respiratory  difficulty.  Following the  Acquisition,
certain of the business activities historically engaged in by SPO Ltd. are being
conducted through the Company,  including,  without limitation, the marketing of
products designed, developed and marketed by SPO Ltd.

      The Company  utilizes  proprietary  and patented  technologies  to deliver
oximetry functionality through innovative, commercial products that address such
applications as emergency care, neonatal resuscitation,  home monitoring,  sleep
apnea, cardiovascular performance,  cardiac rehabilitation and the physiological
monitoring  of  military  personnel  and safety  care  workers.  The Company has
developed  and  patented  proprietary  technology  that enables the use of pulse
oximetry in a reflectance  mode of operation  (i.e. a sensor that can be affixed
to a single side of a body part).  This technique is known as Reflectance  Pulse
Oximetry  (RPO).  Using RPO, a sensor can be positioned on various places of the
body, hence minimizing problems of motion and poor profusion.  In addition,  its
unique design results in substantially lower power requirements,  which enable a
wireless, stand-alone configuration with expanded commercial possibilities.

Background

      Pulse oximetry is an important  non-invasive  process used to both measure
blood oxygen saturation levels (SpO2) by monitoring the percentage of hemoglobin
(Hb) that is saturated  with oxygen and measure heart rate.  This  procedure has
been used regularly in hospitals during the past twenty years and is established
as an  essential  measurement  in  medical  practice  to ensure  maintenance  of
adequate  oxygen and  prevention  of  respiratory  difficulty.  In many  disease
states, oxygen saturation is one of the most important vital signs to monitor.


                                       2


      There are two methods to measure pulse oximetry: by transmission through a
body part or by reflection. In general, the transmission method can only be used
on limited areas of the body, such as fingers,  earlobes,  etc. Furthermore,  in
some instances when the transmission  method is used,  physiological  conditions
such as stress  and  temperature  can  adversely  affect the  accuracy  of pulse
oximetry readings.

      Since pulse oximetry measurements taken on-site in an emergency,  at local
medical practices,  and/or in home care can save lives and curtail  intervention
costs, mobile units have been developed. However, mobile oximetry units have not
been widely adopted because their power  requirements (and hence limited battery
life) often make them  impractical.  In addition,  existing mobile units require
patients to remain absolutely  stationary to produce reliable  results,  further
reducing their practicality .

The Company's Solution

      Responding  to the need for  life-saving  information  in the field  where
people cannot be absolutely stationary, SPO Ltd. developed patented sensors that
work accurately during mild physical activity. This technique uses a reflectance
method  (known as RPO) whereby a very small sensor placed on the body at various
locations has the ability to measure oxygen saturation and heart pulse rate. SPO
Ltd. has incorporated its patented reflectance  technology into portable devices
for medical and consumer  applications.  Moreover,  these  devices  operate at a
power requirement  approximately  1/50th of that compared to other  commercially
available  portable  systems.  This puts pulse  oximetry  into the hands medical
practitioners and emergency  personnel on-site for the safety and benefit of all
and offers the opportunity to create new commercial and consumer applications.

      The Company's  intends to leverage its core  technologies  to develop new,
innovative  product  applications.   For  instance,  the  Company  is  currently
investigating  monitoring of other vital sign  information  that can be obtained
using other optical, non-invasive techniques including :

      o     Blood pressure using reflectance oximetry
      o     Billirubin levels
      o     Monitoring glucose levels in blood
      o     Hemoglobin count in blood

Products

      The following  are the products of the Company  utilizing its unique pulse
oximetry technology.

      PulseOx 5500TM -- a stand-alone commercial RPO spot check monitor for SpO2
and heart rate.  The PulseOx  5500TM uses SPO patented  technology  to provide a
medical  device which is easier to use for many  patients and less  expensive to
operate than any other device available.  Its main advantages include:  (i) long
lasting  battery with more than 1,000 hours,  using only a fraction of the power
used by  competitive  devices  and (ii)  resistance  to many  forms  of  motion,
reducing its  susceptibility  to the motion artifacts which are typical of other


                                       3


pulse  oximetry  devices.  The PulseOx  5500 was first  introduced  commercially
during the fourth quarter of 2004. The device was approved and registered by the
Federal Drug  Administration (" FDA") in September 2004. The device also carries
the CE (European  Directives  93/42/EEC and 90/385/EEC for regulatory and safety
standards of medical  equipment) and CSA (Canadian  Standards  Association) mark
for safety and audited  manufacturing  processes,  all of which were obtained in
February 2005.

      Check  MateTM---  addresses the sports and aviation  markets' demand for a
lightweight,  inexpensive  monitor  for  measuring  SpO2 and heart  rate  during
physically  active and  high-altitude  activities.  It offers the user a greater
ability to monitor  these vital signs under  motion and is less  expensive  than
most other available devices.  The Check Mate was first introduced  commercially
during  third  quarter of 2005.  The Check Mate does not require FDA approval or
registration.   It  carries   the  CE  and  CSA  mark  for  safety  and  audited
manufacturing processes.

Products Under Design and Development

      The Company  currently has in various stages of development  other devices
utilizing its oximetry technology. These include the following:

      PulseOx 7500TM --a monitor for extended  monitoring of SpO2 and heart rate
by means of RPO. It is being designed for maximum user comfort and  ease-of-use.
It uniquely places the sensor at the base of the finger so it operates as a ring
sensor.  Traditionally,  devices for longer term  monitoring  are located at the
finger tip using clip devices and can be awkward and uncomfortable for the user.

      PedOMetrixTM  -- a monitor being  designed  specifically  for the use with
infants.  This  unique  monitor is being  designed  for  continual  non-invasive
monitoring  of a baby's  SpO2 and heart  rate which are  particularly  important
while the baby is sleeping.

Business Strategy

      The Company's mission is to build a profitable  business that develops and
commercializes  medical  biosensor  products  that  improve  people's  lives and
increases  stockholder  value. To achieve this mission,  the Company is pursuing
the following business strategies:

      o     Establish  our brand in both the medical and consumer  marketplaces.
            The initial product launch PulseOx 5500TM was a demonstration of the
            Company's  strategy to establish  itself  within the most  demanding
            part of the market - medical  devices  requiring  FDA  approval  and
            requiring a doctor's prescription. Thereafter, subject to regulatory
            approval consumer applications using the technology will be marketed
            for direct  purchase  at  appropriate  outlets  (e.g.,  retail  drug
            chains,  sports and fitness  establishments,  distributors of safety
            and security products).

      o     Partner with highly qualified,  focused companies,  internationally.
            The company  intends to  collaborate  with  leading  medical  device
            resellers capable of distributing the products to the target market.
            For  instance,  the Company  currently  sells the  PulseOx  5500(TM)
            through reputable,  established medical device distributors  serving
            North  American  markets and the European,  Asian and Latin American
            markets.  Other  medical  products may be  distributed  by these and
            other distributors.  The Company anticipates that its other consumer
            products,  such  as the  Check  Mate(TM),  will  be  distributed  by
            companies  with access to its target  market which  includes  sports
            enthusiasts.  Finally,  with medical and consumer products developed
            jointly  with other  companies,  the most  appropriate  distribution
            channels will be used for each product and application.


                                       4


      o     Research and  Development.  The Company's  research and  development
            strategy is to continually  improve and expand its product offerings
            by leveraging existing and newly developed proprietary technologies,
            as well as those of its  collaborators,  into new product offerings.
            The  Company  will be  pursuing  a  multi-disciplinary  approach  to
            product  design that includes  substantial  electrical,  mechanical,
            software and biomedical  engineering  efforts. SPO Inc. is currently
            focusing research and development  programs on expanding its current
            product offering and investigations in to other non-invasive optical
            techniques  for blood  analysis of other  vital  signs in blood.  In
            addition,  SPO  Inc.  has  established  relationships  with  leading
            teaching  hospitals  and  academic  institutions  for the purpose of
            clinically  evaluating its new products.  The Company has consulting
            arrangements   with  physicians  and  scientists  in  the  areas  of
            research, product development and clinical evaluation.

Suppliers

      The Company's  products are made of components  which it  manufactures  or
which are usually available from existing and alternate sources of supply.  Some
of its products are manufactured through agreements with unaffiliated companies.
The Company  purchases  certain  components from single or preferred  sources of
supply. The use of single or preferred sources of supply increases the Company's
exposure to price increases and production delays.

Marketing and Sales Organization

      The Company  products are sold primarily  through  resellers in the United
States  and  a  combination  of  resellers  and   independent   distributors  in
international   markets.  The  Company's  primary  markets  include  physicians,
hospitals, other medical institutions and general home-care users.

      The Company provides service and maintenance to purchasers of its products
under warranty.  After the warranty expires, it provides service and maintenance
on a contract basis. The Company employs service  representatives  in the United
States and Europe and  maintains  service  facilities  in the United  States and
through it's resellers in Europe and elsewhere.

Patents and Proprietary Information
 
      The  Company  holds one  patent  issued by the  United  States  Patent and
Trademark  Office  ("USPTO")  covering  various aspects of the Company's  unique
sensors  for  radiance  based  diagnostics  using  pulse  oximetry.  The Company
currently  has  three  patent   applications   pending   before  the  USPTO  for
applications  pending  before  the  USPTO for  applications  in this  area.  The
expiration or  invalidity of any of the Company's  patents is expected to have a
material adverse effect on the Company's business.

Employees

      As of September 30, 2005, the Company  employed 13 a full-time  employees,
of which three worked out of its corporate  offices in the United States and ten
out of facilities in Israel.  None of these  employees are subject to collective
bargaining agreements.

Competition

      The Company believes that hospitals and other medical  institutions choose
among competing products on the basis of product  performance,  features,  price
and service. In general, the Company believes that price has become an important
factor in hospital purchasing  decisions because of pressure to cut costs. These
pressures on  hospitals  result from  federal and state  regulations  that limit
reimbursement for services provided to Medicare and Medicaid patients. There are
also cost  containment  pressures  on  healthcare  systems  outside  the U.S.A.,
particularly in certain European countries.


                                       5


      Many companies,  some of which are substantially  larger than SPO Inc. and
with  significantly  more  resources,  are  engaged in  manufacturing  competing
products.  The Company's  competition  is primarily in the  traditional  medical
market. The Company's competitors include Nellcor, a unit of the Tyco Healthcare
division of Tyco International Ltd; Nonin Medical Inc. of Plymouth, Minnesota, a
privately  owned company;  and Smiths Medical PM Inc. of Waukesha,  WI, which is
the  designer,  manufacturer,  and  distributor  of the BCI(R)  brand of patient
monitoring equipment which competes with the SPO PulseOx 5500TM units.

Governmental Regulations

      The  manufacture  and  sale  of the  Company's  products  are  subject  to
extensive regulation by numerous  governmental  authorities,  principally by the
FDA and corresponding  foreign  agencies.  The FDA administers the Federal Food,
Drug and Cosmetic Act and the regulations  promulgated  thereunder.  The PulseOx
5500TM is subject to the FDA's  standards and procedures for the  manufacture of
medical  devices and the Company's  facilities  are subject to inspection by the
FDA for compliance with such standards and procedures.

      The FDA classifies each medical device into one of three classes depending
on the  degree of risk  associated  with the  device  and the  extent of control
needed to ensure safety and effectiveness. The Company's PulseOx 5500TM has been
classified  by the FDA as Class II device  and has  secured a 510(k)  pre-market
notification  clearance  before being  introduced into the United States market.
For additional  products,  the process of obtaining 510(k)  clearance  typically
takes several  months and may involve the  submission  of limited  clinical data
supporting assertions that the product is substantially equivalent to an already
approved  device or to a device that was on the market  before the  enactment of
the Medical Device Amendments of 1976.

      Every company that  manufactures or assembles  medical devices is required
to register with the FDA and adhere to certain "good manufacturing practices" in
accordance  with  the  FDA's  Quality  System  Regulation  which  regulates  the
manufacture  of  medical  devices,  prescribes  record  keeping  procedures  and
provides for the routine  inspection  of  facilities  for  compliance  with such
regulations.  The FDA also has broad regulatory  powers in the areas of clinical
testing, marketing and advertising of medical devices.

      Medical device manufacturers are routinely subject to periodic inspections
by the  FDA.  If the  FDA  believes  that a  company  may  not be  operating  in
compliance with applicable laws and regulations, it can:

      o     place the company under observation and re-inspect the facilities;
      o     issue a warning letter apprising of violating conduct;
      o     detain or seize products;
      o     mandate a recall;
      o     enjoin future violations; and
      o     assess  civil  and  criminal  penalties  against  the  company,  its
            officers or its employees.

      We are also  subject to  regulation  in each of the foreign  countries  in
which we sell our products.  Many of the regulations  applicable to our products
in such countries are similar to those of the FDA. The national health or social
security organizations of certain countries require our products to be qualified
before they can be marketed in those countries.


                                       6


Description of Property

      The Company  maintains its corporate  headquarters  in the Warner  Gateway
campus in Warner Center,  Woodland  Hills,  CA, USA. The offices are leased at a
monthly  cost of  approximately  $2,500 and cover a square area of 60 sq. m. The
rental  period for this office  terminates  in April 2006.  The offices  provide
accommodation for sales,  internal  administrative and external customer support
operations.

      Research  and  development  continue to be at the  premises  in  Ashkolon,
Israel,  which are comprised of laboratory and development  facility  covering a
square area of 140 sq. m. In addition, the Company sub-leases a smaller facility
of 60 sq. m. for local administrative staff. The facilities in Ashkolon,  Israel
are leased  pursuant  to a lease  agreement  that runs  through  July 2006 at an
approximate per month rate of $1,095.

Developments following the Acquisition

Private Placement
-----------------

      In order to facilitate the  Acquisition and to raise working  capital,  on
April 21,  2005,  the  Company  commenced  a  private  placement  (the  "Private
Placement") to certain private and  institutional  investors of up to $1,150,000
in principal amount of units of its securities,  with each unit comprised of (i)
an 18 month 6%  Promissory  Note (a  "Note")  and (ii) a three  year  warrant (a
"Warrant")  to purchase up to the number of shares of Common  Stock  obtained by
dividing the principal  amount of the Note purchased by such investor divided by
$ 0.85, at a per share exercise  price of $0.85.  The Company will seek to amend
the Private  Placement to increase the amount offered  thereunder to $1,500,000;
however,  no assurance can be provided that the current  investors will agree to
such increase.

      As of the date of this filing,  the Company has raised an aggregate  gross
amount of $1,150,000 in the Private Placement.

Repayment of Outstanding Debt of SPO Ltd.
-----------------------------------------

      In April 2004,  prior to the  Acquisition,  SPO Ltd. issued to each of two
entities  one-year  promissory  notes in the  principal  amount  of  $57,500  in
consideration of funds advanced to it to cover certain  outstanding debts of SPO
Ltd.  incurred prior to the Acquisition.  Interest accrued on the loans at a 10%
per annum rate;  following the maturity  date, the interest rate was adjusted to
18% per annum,  retroactive to November 2004. In addition,  by their terms,  the
note instruments  provided that, unless paid earlier, the outstanding amounts on
the Notes are  automatically  convertible into common shares of the Company at a
per share conversion rate equal to 20% less than the valuation in the first sale
of Common  Stock of the  Company  after the  Acquisition.  In the event that the
Company does not raise through sale of Common Stock at least $250,000 within 180
days of the close of the  Acquisition,  the notes are  convertible  at a rate of
$0.01 per share; provided, that, upon such conversion the Company is required to
unwind the Acquisition at an aggregate price of $115,000.

      On  November  7,  2005,  the  Company   re-paid  in  full  settlement  the
outstanding principal amount and accrued interest under these notes.

                                  Risk Factors

      The following risk factors  should be considered  carefully in addition to
the  other   information   presented  in  this  report.   This  report  contains
forward-looking  statements  that involve  risks and  uncertainties.  Our actual
results   may  differ   significantly   from  the  results   discussed   in  the
forward-looking  statements.  Factors that might cause such differences include,
but are not limited to, the following:


                                       7


      WE WILL NEED TO RAISE  ADDITIONAL FUNDS TO IMPLEMENT OUR BUSINESS PLAN AND
THERE IS NO ASSURANCE  THAT SUCH FUNDS CAN BE RAISED ON TERMS THAT WE WOULD FIND
ACCEPTABLE, OR AT ALL.

      The Company will  require  substantial  additional  capital to develop its
products,  including  completing product testing and clinical trials,  obtaining
all required  regulatory  approvals  and  clearances,  beginning  and scaling up
manufacturing,  and  marketing  our  products.  We will  be  required  to  raise
additional   funds   through   public  or   private   financing,   collaborative
relationships  or other  arrangements.  We believe that our existing capital and
the funding from various sources,  including  operations,  will be sufficient to
satisfy our funding  requirements  through May 2006 at the current  scale of the
Company's  operations,  but may not be sufficient to fund our planned operations
to the  point  of the  large  scale  commercial  introduction  of our new  pulse
oximetry  monitoring  products.  Any  failure to achieve  adequate  funding in a
timely  fashion  would  delay  our  development   programs  and  could  lead  to
abandonment  of one  or  more  of  our  development  initiatives.  Any  required
additional funding may not be available on terms attractive to us, or at all. To
the extent we cannot  obtain  additional  funding,  our  ability to  continue to
develop and introduce products to market will be limited.  Any additional equity
financing may be dilutive to stockholders,  and debt and certain types of equity
financing,  if available,  may involve restrictive covenants or other provisions
that would limit how we conduct our business or finance our operations.

      IF WE CANNOT OBTAIN ADDITIONAL FUNDS OR ACHIEVE PROFITABILITY,  WE MAY NOT
BE ABLE TO CONTINUE AS A GOING CONCERN.

      Because we must execute our plans to launch  additional  products and grow
our revenues to  sufficiently  higher  levels to generate  profits and cash flow
from  operations,  there  exists  doubt about our ability to continue as a going
concern.  There  can be no  assurance  that  we will  be  able  to  raise  these
additional funds. If we do not secure additional funding when needed, we will be
unable to conduct all of our product development  efforts as planned,  which may
cause us to alter our business plan in relation to the development of all of our
products.  Even  if we  obtain  additional  funding,  we will  need  to  achieve
profitability thereafter.

      WE DO NOT HAVE A LONG OPERATING HISTORY,  WHICH MAKES IT DIFFICULT FOR YOU
TO EVALUATE OUR BUSINESS.

      Because limited historical  information is available on SPO Ltd.'s revenue
trends and  operations,  it will be difficult  for you to evaluate the Company's
business.  Our prospects must be considered in light of the  substantial  risks,
expenses,  uncertainties  and  difficulties  encountered  by  entrants  into the
medical  device  industry,   which  is   characterized  by  increasing   intense
competition and a high failure rate.

      WE HAVE A HISTORY OF LOSSES, AND WE EXPECT LOSSES TO CONTINUE.

      SPO Ltd.  has never been  profitable,  and has incurred  operating  losses
since  inception.  We expect our operating  losses to continue as we continue to
expend  substantial  resources  to launch  the our  product  line,  to  complete
development of our products,  obtain regulatory  clearances or approvals,  build
our  marketing,  sales,  manufacturing  and finance  organizations,  and conduct
further research and development. To date, we have engaged primarily in research


                                       8


and development  efforts.  The further development and  commercialization of our
products will require substantial development,  regulatory, sales and marketing,
manufacturing  and  other  expenditures.  SPO Ltd  only  generated  $164,704  in
revenues  from product sales during 2004 and $373,350 for the three months ended
March 31, 2005. SPO Ltd.'s accumulated deficit was approximately $3.9 million as
at December 31, 2004.

      THE SALE OF OUR  PRODUCTS  IN THE UNITED  STATES IS SUBJECT TO  GOVERNMENT
REGULATIONS  AND WE MAY NOT BE ABLE TO OBTAIN  CERTAIN  NECESSARY  CLEARANCES OR
APPROVALS.

      The design, manufacturing, labeling, distribution and marketing of medical
device  products  in the  United  States is subject to  extensive  and  rigorous
regulation by the Food and Drug Administration  (FDA). In order for us to market
our products in the United States, we must obtain clearance or approval from the
FDA. which can be expensive and uncertain and can cause lengthy delays before we
can begin selling our products. We cannot be sure:

      o     that we, or any collaborative partner, will make timely filings with
            the FDA;
      o     that the FDA will act favorably or quickly on these submissions;
      o     that we will not be required  to submit  additional  information  or
            perform additional clinical studies;
      o     that we would not be required to submit an application for premarket
            approval,  rather than a 510(k) premarket notification submission as
            described below; or
      o     that  other   significant   difficulties   and  costs  will  not  be
            encountered to obtain FDA clearance or approval.

      The FDA may impose strict labeling or other requirements as a condition of
its  clearance or  approval,  any of which could limit our ability to market our
products.  Further,  if we wish to modify a product  after  FDA  clearance  of a
premarket   notification  or  approval  of  a  premarket  approval  application,
including changes in indications or other modifications that could affect safety
and efficacy,  additional clearances or approvals will be required from the FDA.
Any request by the FDA for additional  data, or any  requirement by the FDA that
we  conduct  additional  clinical  studies  or submit to the more  rigorous  and
lengthier  premarket  approval  process,  could result in a significant delay in
bringing our products to market and  substantial  additional  research and other
expenditures.  Similarly,  any  labeling  or other  conditions  or  restrictions
imposed by the FDA on the marketing of our products  could hinder our ability to
effectively market our products. Any of the above actions by the FDA could delay
or  prevent  altogether  our  ability  to market and  distribute  our  products.
Further,  there may be new FDA policies or changes in FDA policies that could be
adverse to us.

      IN FOREIGN COUNTRIES, INCLUDING EUROPEAN COUNTRIES, WE ARE ALSO SUBJECT TO
GOVERNMENT  REGULATION,  WHICH  COULD  DELAY OR PREVENT  OUR ABILITY TO SELL OUR
PRODUCTS IN THOSE JURISDICTIONS.

      In order for the  Company to market our  products in Europe and some other
international  jurisdictions,  we and our  distributors  and agents  must obtain
required  regulatory  registrations  or  approvals.  We must  also  comply  with
extensive   regulations   regarding  safety,   efficacy  and  quality  in  those
jurisdictions.   We  may  not  be  able  to  obtain  the   required   regulatory
registrations or approvals,  or we may be required to incur significant costs in


                                       9


obtaining or maintaining any regulatory  registrations  or approvals we receive.
Delays in  obtaining  any  registrations  or  approvals  required  to market our
products, failure to receive these registrations or approvals, or future loss of
previously  obtained  registrations or approvals would limit our ability to sell
our products internationally.  For example, international regulatory bodies have
adopted various regulations governing product standards, packaging requirements,
labeling requirements,  import restrictions,  tariff regulations, duties and tax
requirements. These regulations vary from country to country.

      EVEN IF WE OBTAIN  CLEARANCE  OR  APPROVAL  TO SELL OUR  PRODUCTS,  WE ARE
SUBJECT  TO  ONGOING  REQUIREMENTS  AND  INSPECTIONS  THAT  COULD  LEAD  TO  THE
RESTRICTION, SUSPENSION OR REVOCATION OF OUR CLEARANCE.

      The  Company  will be  required to adhere to  applicable  FDA  regulations
regarding good  manufacturing  practice,  which include  testing,  control,  and
documentation  requirements.  We are subject to similar  regulations  in foreign
countries.  Ongoing  compliance  with  good  manufacturing  practice  and  other
applicable  regulatory  requirements  will be  strictly  enforced  in the United
States through periodic inspections by state and federal agencies, including the
FDA, and in  international  jurisdictions  by  comparable  agencies.  Failure to
comply with these regulatory  requirements  could result in, among other things,
warning  letters,  fines,  injunctions,  civil  penalties,  recall or seizure of
products, total or partial suspension of production, failure to obtain premarket
clearance or premarket approval for devices,  withdrawal of approvals previously
obtained, and criminal prosecution. The restriction, suspension or revocation of
regulatory approvals or any other failure to comply with regulatory requirements
would limit our ability to operate and could increase our costs.

      OUR  SUCCESS  LARGELY  DEPENDS ON OUR  ABILITY TO OBTAIN AND  PROTECT  THE
PROPRIETARY INFORMATION ON WHICH WE BASE OUR PRODUCTS.

      The Company's  success depends in large part upon our ability to establish
and  maintain  the  proprietary  nature of our  technology  through  the  patent
process,  as well as our  ability  to license  from  others  patents  and patent
applications  necessary  to develop  our  products.  If any of our  patents  are
successfully challenged, invalidated or circumvented, or our right or ability to
manufacture  our  products  was  to be  limited,  our  ability  to  continue  to
manufacture and market our products could be adversely affected.  In addition to
patents,  we rely on trade secrets and  proprietary  know-how,  which we seek to
protect,   in  part,  through   confidentiality   and  proprietary   information
agreements.  The other parties to these agreements may breach these  provisions,
and we may not have adequate  remedies for any breach.  Additionally,  our trade
secrets  could  otherwise  become  known  to or be  independently  developed  by
competitors.

      The Company has been issued one United States patent and has three pending
patent  applications.  There are  additional  international  patents and pending
applications.  One or more of the patents we hold directly or license from third
parties,  including  those  for the  disposable  components  to be used with our
existing or future  products,  may be  successfully  challenged,  invalidated or
circumvented,  or we may  otherwise  be unable to rely on these  patents.  These
risks are also present for the process we use or will use for  manufacturing our
products. In addition, our competitors,  many of whom have substantial resources
and have made substantial investments in competing  technologies,  may apply for
and obtain  patents that prevent,  limit or interfere  with our ability to make,
use and sell our  products,  either in the  United  States  or in  international
markets.

      The medical device industry has been characterized by extensive litigation
regarding  patents and other  intellectual  property  rights.  In addition,  the
United   States  Patent  and   Trademark   Office  may  institute   interference
proceedings.  The defense and prosecution of intellectual property suits, Patent
and  Trademark   Office   proceedings  and  related  legal  and   administrative
proceedings  are  both  costly  and  time  consuming.  Moreover,  we may need to
litigate to enforce our patents, to protect our trade secrets or know-how, or to
determine the  enforceability,  scope and validity of the proprietary  rights of


                                       10


others. Any litigation or interference  proceedings  involving us may require us
to incur  substantial  legal and other fees and expenses and may require some of
our  employees  to devote  all or a  substantial  portion  of their  time to the
proceedings.  An adverse  determination  in the proceedings  could subject us to
significant liabilities to third parties, require us to seek licenses from third
parties or prevent us from selling our  products in some or all markets.  We may
not be able to reach a  satisfactory  settlement  of any  dispute  by  licensing
necessary  patents  or  other  intellectual  property.  Even  if  we  reached  a
settlement,  the settlement process may be expensive and time consuming, and the
terms of the settlement may require us to pay substantial royalties.  An adverse
determination  in a judicial  or  administrative  proceeding  or the  failure to
obtain a necessary  license could prevent us from  manufacturing and selling our
products.

      WE ARE  DEVELOPING  OUR  CURRENT  PRODUCT  LINES  INDEPENDENTLY  FROM  ANY
COLLABORATIVE  PARTNERS,  WHICH WILL REQUIRE US TO ACCESS ADDITIONAL CAPITAL AND
TO DEVELOP ADDITIONAL SKILLS TO PRODUCE, MARKET AND DISTRIBUTE THESE PRODUCTS.

      We  are  independently  finishing  development,   building  up  production
capacity,  launching,  marketing and distributing our oximetry line of products.
These activities  require  additional  resources and skills that we will need to
secure.  There is no assurance that we will be able to raise sufficient  capital
or attract  and retain  skilled  personnel  to enable us to finish  development,
launch and market these products.  Thus,  there can be no assurance that we will
be able to commercialize all, or any, of these products.

      BECAUSE OUR PRODUCTS,  WHICH USE DIFFERENT  TECHNOLOGY OR APPLY TECHNOLOGY
IN MORE  INNOVATIVE WAYS THAN OTHER MEDICAL  DEVICES,  ARE OR WILL BE NEW TO THE
MARKET,  WE MAY NOT BE SUCCESSFUL  IN LAUNCHING OUR PRODUCTS AND OUR  OPERATIONS
AND GROWTH WOULD BE ADVERSELY AFFECTED.

      Our products are based on new methods of reflective pulse oximetry. If our
products do not achieve significant market acceptance, our sales will be limited
and our  financial  condition may suffer.  Physicians  and  individuals  may not
recommend or use our products  unless they  determine that these products are an
attractive  alternative  to current  tests that have a long  history of safe and
effective  use. To date, our products have been used by only a limited number of
people, and few independent  studies regarding our products have been published.
The lack of  independent  studies  limits the ability of doctors or consumers to
compare our products to conventional products.

      IF WE ARE UNABLE TO COMPETE  EFFECTIVELY IN THE HIGHLY COMPETITIVE MEDICAL
DEVICE INDUSTRY, OUR FUTURE GROWTH AND OPERATING RESULTS WILL SUFFER.

      The medical device industry in general, and the markets in which we expect
to  offer  products  in  particular,  are  intensely  competitive.  Many  of our
competitors  have   substantially   greater  financial,   research,   technical,
manufacturing,  marketing and distribution resources than we do and have greater
name recognition and lengthier  operating histories in the health care industry.
We may not be able to effectively compete against these and other competitors. A
number of competitors offer oximetry  products.  These products and monitors are
widely  accepted in the health care industry and have a long history of accurate
and effective  use.  Further,  if our products are not available at  competitive
prices,  health care  administrators who are subject to increasing  pressures to
reduce costs may not elect to purchase them.


                                       11


      Furthermore,  our competitors may succeed in developing,  either before or
after the development and commercialization of our further products, devices and
technologies  that permit more efficient,  less expensive  non-invasive and less
invasive pulse oximetry monitoring.

      WE HAVE LITTLE MANUFACTURING EXPERIENCE, WHICH COULD LIMIT OUR GROWTH.

      We do not have  sufficient  internal  manufacturing  experience that would
enable us to make  products in the  volumes  that would be  necessary  for us to
achieve  significant  commercial  sales,  and we rely  upon  our  suppliers.  In
addition, we may not be able to establish and maintain reliable, efficient, full
scale  manufacturing  at  commercially  reasonable  costs,  in a timely fashion.
Difficulties we encounter in manufacturing scale-up, or our failure to implement
and maintain our manufacturing  facilities in accordance with good manufacturing
practice  regulations,  international  quality  standards  or  other  regulatory
requirements,  could  result in a delay or  termination  of  production.  We may
decide to manufacture  these  products  ourselves in the future or may decide to
manufacture  products  that  are  currently  under  development  in this  market
segment.  Companies  often  encounter  difficulties  in scaling  up  production,
including  problems involving  production yield,  quality control and assurance,
and shortages of qualified personnel.

      Since we are relying on third party  manufacturing for our initial product
offerings  in the pulse  oximetry  product  line,  we are  dependent  upon those
parties  for  product  supply.  Any delay in  initiating  production  or scaling
production to higher volumes could result in delays of product introduction,  or
create lower  availability of product than our expectations.  These delays could
lead to lower revenue achievement and additional cash requirements for us.

      OUR LIMITED MARKETING AND SALES EXPERIENCE MAKES OUR REVENUE UNCERTAIN.

      We are  responsible  for  marketing  our oximetry  product  line.  We have
relatively  limited  experience in marketing or selling  medical device products
and only  have a two  person  internal  marketing  and sales  team.  In order to
successfully  continue to market and sell our products, we must either develop a
marketing  and sales  force or expand our  arrangements  with  third  parties to
market  and sell our  products.  We may not be able to  successfully  develop an
effective  marketing  and sales force,  and we may not be able to enter into and
maintain  marketing and sales agreements with third parties on acceptable terms,
if at all.  If we develop  our own  marketing  and sales  capabilities,  we will
compete with other companies that have experienced and well-funded marketing and
sales operations.  If we enter into a marketing  arrangement with a third party,
any revenues we would receive will be dependent on this third party, and we will
likely be required to pay a sales  commission  or similar  compensation  to this
party.  The efforts of these third  parties  for the  marketing  and sale of our
products may not be successful.

      BECAUSE WE OPERATE IN AN INDUSTRY WITH SIGNIFICANT PRODUCT LIABILITY RISK,
AND WE HAVE NOT  SPECIFICALLY  INSURED  AGAINST THIS RISK,  WE MAY BE SUBJECT TO
SUBSTANTIAL CLAIMS AGAINST OUR PRODUCTS.

      The   development,   manufacture  and  sale  of  medical  products  entail
significant risks of product liability claims. We currently have limited product
liability  insurance  coverage  beyond that  provided  by our general  liability
insurance. Accordingly, we may not be adequately protected from any liabilities,
including  any adverse  judgments or  settlements,  we might incur in connection
with the development,  clinical testing, manufacture and sale of our products. A
successful  product  liability claim or series of claims brought against us that
result in an  adverse  judgment  against  or  settlement  by us in excess of any
insurance  coverage could seriously harm our financial  condition or reputation.
In addition,  product liability  insurance is expensive and may not be available
to us on acceptable terms, if at all.


                                       12


      THE  AVAILABILITY  OF  THIRD-PARTY   REIMBURSEMENT  FOR  OUR  PRODUCTS  IS
UNCERTAIN, WHICH MAY LIMIT CONSUMER USE AND THE MARKET FOR OUR PRODUCTS.

      In the  United  States  and  elsewhere,  sales  of  medical  products  are
dependent,  in part,  on the ability of  consumers  of these  products to obtain
reimbursement for all or a portion of their cost from third-party  payors,  such
as government and private insurance plans. Any inability of patients, hospitals,
physicians  and other users of our products to obtain  sufficient  reimbursement
from  third-party  payors  for our  products,  or adverse  changes  in  relevant
governmental  policies or the policies of private  third-party  payors regarding
reimbursement  for these products,  could limit our ability to sell our products
on a  competitive  basis.  We are unable to predict what changes will be made in
the  reimbursement  methods used by  third-party  health care payors.  Moreover,
third-party  payors are increasingly  challenging the prices charged for medical
products and services,  and some health care providers are gradually  adopting a
managed  care system in which the  providers  contract to provide  comprehensive
health  care  services  for a fixed cost per  person.  Patients,  hospitals  and
physicians  may not be able to justify the use of our products by the  attendant
cost savings and clinical  benefits that we believe will be derived from the use
of  our  products,   and  therefore  may  not  be  able  to  obtain  third-party
reimbursement.

      Reimbursement  and health care payment  systems in  international  markets
vary significantly by country and include both government  sponsored health care
and private insurance.  We may not be able to obtain approvals for reimbursement
from these  international  third-party payors in a timely manner, if at all. Any
failure to receive international  reimbursement  approvals could have an adverse
effect on market  acceptance  of our  products in the  international  markets in
which approvals are sought.

      OUR  SUCCESS  DEPENDS ON OUR  ABILITY TO  ATTRACT  AND RETAIN  SCIENTIFIC,
TECHNICAL, MANAGERIAL AND FINANCE PERSONNEL.

      Our ability to operate  successfully  and manage our future growth depends
in significant  part upon the continued  service of key  scientific,  technical,
managerial and finance  personnel,  as well as our ability to attract and retain
additional  highly  qualified  personnel in these fields.  We may not be able to
attract  and  retain  key  employees  when  necessary,  which  would  limit  our
operations and growth. In addition,  if we are able to successfully  develop and
commercialize  our  products,  we  will  need  to  hire  additional  scientific,
technical,   marketing,  managerial  and  finance  personnel.  We  face  intense
competition  for  qualified  personnel  in these  areas,  many of whom are often
subject to competing employment offers.

      WE ARE SIGNIFICANTLY  INFLUENCED BY OUR DIRECTORS,  EXECUTIVE OFFICERS AND
THEIR AFFILIATED ENTITIES.

      Our  directors,  executive  officers  and  entities  affiliated  with them
beneficially  owned an aggregate of approximately 30% of our outstanding  Common
Stock as of September 30, 2005. These  stockholders,  acting together,  would be
able to exert  significant  influence  on  substantially  all matters  requiring
approval  by our  stockholders,  including  the  election of  directors  and the
approval of mergers and other business combination transactions.


                                       13


      OUR  COMMON  STOCK IS  CURRENTLY  QUOTED  ON THE "PINK  SHEETS"  AND HAS A
LIMITED TRADING MARKET.

      Our common stock is currently  listed on the "Pink  Sheets".  Accordingly,
there is little or no active trading in our stock.

                      RISKS RELATED TO OPERATIONS IN ISRAEL

      WE DEPEND ON A SINGLE  FACILITY IN ISRAEL AND ARE SUSCEPTIBLE TO ANY EVENT
THAT WOULD ADVERSELYAFFECT ITS CONDITION.

      Most of the  Company's  laboratory  capacity  and  principal  research and
development  and  manufacturing  facilities  are located in the State of Israel.
Fire,  natural  disaster  or any  other  cause  of  material  disruption  in our
operation in this location could have a material adverse effect on our business,
financial  condition  and  operating  results.  As  discussed  above,  to remain
competitive in the network  communications  industry, we must respond quickly to
technological developments. Damage to our facility in Israel could cause serious
delays in the  development  of new products and services and,  therefore,  could
adversely affect our business. In addition, the particular risks relating to our
location in Israel are described below.

      THE  TRANSFER  AND USE OF SOME OF OUR  TECHNOLOGY  AND ITS  PRODUCTION  IS
LIMITED  BECAUSE OF THE RESEARCH  AND  DEVELOPMENT  GRANTS WE RECEIVED  FROM THE
ISRAELI GOVERNMENT TO DEVELOP SUCH TECHNOLOGY. SUCH LIMITATIONS MAY RESTRICT OUR
BUSINESS GROWTH AND PROFITABILITY.

      Our research and  development  efforts  associated with the development of
oximetry products have been partially financed through grants from the Office of
the Chief  Scientist  of the State of Israel  (the  "Chief  Scientist").  We are
subject to certain  restrictions  under the terms of the Chief Scientist grants.
Specifically,  the products  developed with the funding provided by these grants
may not be  manufactured,  nor may  the  technology  which  is  embodied  in our
products  be  transferred  outside of Israel  without  appropriate  governmental
approvals  and/or fines.  These  restrictions do not apply to the sale or export
from Israel of our products  developed with this technology.  These restrictions
could limit or prevent our growth and profitability.

      POLITICAL  AND  ECONOMIC  CONDITIONS  IN ISRAEL  MAY LIMIT OUR  ABILITY TO
PRODUCE AND SELL OUR PRODUCTS.THIS  COULD RESULT IN A MATERIAL ADVERSE EFFECT ON
OUR OPERATIONS AND BUSINESS.

      Our research and  development  and  manufacturing  facilities  are located
Israel,.  Political,   economic  and  security  conditions  in  Israel  directly
influence us. Since the establishment of the State of Israel in 1948, Israel and
its Arab  neighbors  have  engaged  in a number of armed  conflicts.  A state of
hostility,  varying in degree and  intensity,  has led to security  and economic
problems for Israel.  Major  hostilities  between  Israel and its  neighbors may
hinder  Israel's  international  trade and lead to economic  downturn.  This, in
turn, could have a material adverse effect on our operations and business.

      Since  October  2000,  there  has been  substantial  deterioration  in the
relationship  between Israel and the Palestinian  Authority that has resulted in
increased violence.  The future effect of this deterioration and violence on the
Israeli economy and our operations is unclear.  Ongoing  violence between Israel
and the Palestinians as well as tension between Israel and the neighboring Syria
and  Lebanon  may have a  material  adverse  effect on our  business,  financial
conditions or results of operations.

      Generally, male adult citizens and permanent residents of Israel under the
age of 51 are  obligated  to  perform  up to 36 days of  military  reserve  duty
annually. Additionally, these residents may be called to active duty at any time
under emergency  circumstances.  The full impact on our workforce or business if
some of our officers and employees are called upon to perform  military  reserve
service is difficult to predict.


                                       14


      In addition,  in recent  years  Israel has been going  through a period of
recession  in  economic  activity,  resulting  in low growth  rates and  growing
unemployment.  Our  operations  could  be  adversely  affected  if the  economic
conditions in Israel  continue to deteriorate.  In addition,  due to significant
economic  measures proposed by the Israeli  Government,  there have been several
general  strikes  and work  stoppages  in 2003 and 2004,  affecting  all  banks,
airports  and ports.  These  strikes  have had an adverse  effect on the Israeli
economy  and on  business,  including  our  ability to deliver  products  to our
customers.  Following the passage by the Israeli Parliament of laws to implement
the economic measures,  the Israeli trade unions have threatened further strikes
or  work-stoppages,  and these may have a material adverse effect on the Israeli
economy and on us.

                        DIRECTORS AND EXECUTIVE OFFICERS

      The  following  are  the  names  and  certain  information  regarding  The
Company's Directors and Executive Officers following the acquisition of SPO Ltd.
and as of September 30, 2005:

NAME                    AGE                        POSITION

Michael Braunold        46              President, Chief Executive Officer and 
                                        Director

Richard H. Ryan         53              Chief Operating Officer

Jeffrey Feuer           41              Chief Financial Officer

Israel Sarussi          54              Chief Technology Officer

Pauline Dorfman         40              Director

Sidney Braun            44              Director

      Pursuant  to the  Company's  bylaws,  directors  are elected at the annual
meeting of  stockholders  and each director  holds office until his successor is
elected and  qualified.  Officers are elected by the Board of Directors and hold
office until an officer's successor has been duly appointed and qualified unless
an officer sooner dies,  resigns or is removed by the Board. There are no family
relationships among any of the Company's directors and executive officers.

BACKGROUND OF EXECUTIVE OFFICERS AND DIRECTORS

      Michael Braunold has been Chief Executive  Officer of SPO Ltd. since March
1998 and the President and Chief Executive  Officer of the Company since May 18,
2005.  Prior to March  1998,  Mr.  Braunold  was  Senior  Director  of  Business
Development at Scitex Corporation Ltd., a multinational corporation specializing
in visual  information  communication.  In such capacity,  Mr. Braunold played a
strategic role in managing a team of  professionals  assigned to M&A activities.
During  his  12-year  tenure at Scitex,  he held  various  positions  within the
worldwide  organization,  including  a  period  in the  United  States  as  Vice
President of an American  subsidiary of Scitex  specializing in medical imaging.
From  March  2000  through  September  2000,  Mr.  Braunold  was also the  Chief
Executive Officer and Chairman of Ambient Corporation,  a Delaware company, that


                                       15


specializes  in  the  implementation  of  a  proposed  comprehensive  high-speed
communication  infrastructure  that is designed to utilize  existing  electrical
power  distribution  lines as a high-speed  communication  medium.  Mr. Braunold
served as a director of Amedia Networks, Inc. (formerly TTR Technologies,  Inc.)
from  February 2000 through  August 2002.  Mr.  Braunold  obtained a Bachelor of
Science degree with honors in Engineering and Management  Sciences from Imperial
College Business School, London.

      Richard H. Ryan has been Chief Operating  Officer since May 2005. Prior to
joining  Philips  Medical  Systems in 2001,  Mr. Ryan was  contracted by Agilent
Technologies,  where he assisted in the successful divestiture of its Healthcare
Solutions  Group to Philips  Medical  Systems;  he also  oversaw the transfer of
three  production  lines from Xing Dao, in Mainland China, to a local subsidiary
in California.  Following the  acquisition by Philips,  he was asked to join the
corporate management team to help set up their new Global Materials Organization
(the GMO) and was a founding member of its Executive Board. During his tenure at
Philips Medical Systems,  Mr. Ryan was instrumental in driving a cultural change
in supplier  management,  creating new supply chain  opportunities in Asia while
reducing costs at most of the company's manufacturing sites worldwide.

      Jeffery  Feuer was  appointed  Chief  Financial  Officer on July 14, 2005.
Prior to  joining  the  Company,  Mr.  Feuer  served in  similar  capacities  at
Transpharma  Medical Ltd., a biomedical  device start-up  company  (January 2004
through  May 2005),  and Finjan  Software  Inc.,  a  security  software  company
(September 1999 through  September  2003).  From July 1996 to September 1999, he
served as corporate  controller of Aladdin Knowledge  Systems,  Ltd., an Israeli
based NASDAQ company. Prior to this he was a senior auditor in public accounting
both in Israel and the UK.

      Israel Sarussi has been the Chief Technology Officer of SPO Ltd. since its
inception in 1996.  Prior to this  venture,  he  established  a private  company
specializing in computer systems for agricultural applications.  Israel has held
various technical  positions at several hi-tech Israeli companies including Elta
Electronics,  a company  specializing in military  communications,  where he was
assigned to advanced  development projects for the Israeli Air Force. He holds a
degree in Electronic Engineering from Ben Gurion University, Be'ersheba.

      Pauline Dorfman was appointed a Director of the Company on April 21, 2005.
Since January 2001, Mrs. Dorfman, a qualified chartered  accountant,  has been a
consultant with Berenblut  Consulting,  an Ontario firm that assists  commercial
business,  law firms and governments  across North America and Europe in several
areas covering  economics,  finance,  accounting,  valuation and strategy.  Mrs.
Dorfman  specializes  in  conducting  analysis and financial  investigations  in
connection  with   international   development   disputes  and  economic  damage
quantification  for breach of contract and personal medical  malpractice  cases.
Prior to this  assignment,  Mrs.  Dorfman  worked for 10 years with the  Toronto
Dominion  Bank  in the  finance  and  commercial  lending  areas  analyzing  the
financial  risk of various bank  investments  and  strategies,  assisting in the
development of new bank products and meeting the external and internal financial
reporting requirements of the bank.

      Sidney Braun was  appointed a Director on April 21, 2005.  Since June 2004
Mr. Braun has served as the President and Chief Operating  Officer for Med-Emerg
International  Inc. (MEII),  a company  incorporated in the Province of Ontario.
MEII is a  publicly  listed  healthcare  services  company  specializing  in the
coordination  and delivery of emergency and primary health care related services
in  Canada  such as  physician  and nurse  staffing  and  recruitment,  clinical
management  services,  a national  drug  infusion  service  and a  comprehensive
physician practice  management  program.  Mr. Braun has extensive  experience in
commerce both in North America and Europe, including manufacturing, distribution
and trading. Prior to his current position at MEII, Mr. Braun worked for 7 years
as an independent consultant to several large state-owned  corporations from the
former Eastern European block on developing  business strategies and adapting to
new working  conditions in western  markets.  In addition,  Mr. Braun  developed
expertise  in  emerging  financial  markets  in Europe  and  introduced  several
companies to the UK and German capital markets.


                                       16


EMPLOYMENT COMPENSATION AGREEMENTS

      On May 18, 2005,  the Company  entered into an employment  agreement  with
Michael  Braunold,  pursuant to which he serve as the Company's  Chief Executive
Officer and President.  On such date, Mr. Braunold and SPO Ltd., entered into an
employment  agreement  pursuant to which Mr. Braunold serves as SPO Ltd.'s Chief
Executive  Officer.  Each of the agreements with the Company and SPO Ltd. has an
initial  term of three  years  commencing  on the date of the  agreement  and is
automatically  renewable for successive two year terms unless the Company or Mr.
Braunold indicates in writing,  upon 90 days prior to the scheduled  termination
of the initial  term or any renewal  term,  that it does not intend to renew the
agreement.  Mr.  Braunold  will be paid a monthly  salary of  $13,250  under the
agreement  with SPO Ltd.  Mr.  Braunold is not  entitled  to a salary  under the
agreement with the Company but will be granted  options under the Company's 2005
Equity  Incentive  Plan to purchase a number of shares of the  Company's  common
stock to be agreed upon by the Company and Mr.  Braunold.  The agreements may be
terminated  by Mr.  Braunold  for any  reason on 60 days  written  notice to the
Company or for Good Reason (as defined in the  employment  agreement)  or by the
Company for Just Cause (as defined in the employment agreement) or for any other
reason.  In the event of a termination by Mr. Braunold for Good Reason or by the
Company for any reason other than Just Cause, the Company shall pay Mr. Braunold
an amount equal to (i) if such termination occurs during the initial term of the
agreement,  the base  salary  then  payable,  if any,  for the longer of (a) the
period from the date of such  termination  to the end of the Initial  Term as if
the agreement had not been so terminated  and (b) twelve months and (ii) if such
termination occurs after the initial term, the base salary then payable, if any,
for a period of twelve months as if the agreement had not been so terminated.

      On May 18, 2005,  the Company  entered into an employment  agreement  with
Richard  H. Ryan  pursuant  to which Mr.  Ryan  serves  as the  Company's  Chief
Operating  Officer  for a period  beginning  on May 18,  2005 and  ending on the
earlier of: (i) Mr. Ryan's death or disability,  (ii) termination by the Company
without cause upon 90 days written notice during the first year of the agreement
and thereafter upon six months (or payment in lieu thereof);  (iii)  termination
by Mr. Ryan without cause upon 60 days written notice;  (iv)  termination of Mr.
Ryan  with  cause  or (v) two (2)  years  from  the  date of the  agreement.  In
consideration of his service under the agreement, Mr. Ryan is (i) paid a monthly
salary of $8,334,  (ii) was granted an option to purchase  200,000 shares of the
Company's common stock,  vesting over two years from the date of grant and (iii)
be entitled to a bonus based on the amount of the Company's net sales during the
first year of the agreement.

      On July 14, 2005 the Company  entered into an  employment  agreement  with
Jeffrey  Feuer,  pursuant  to which  Mr.  Feuer  serves as the  Company's  Chief
Financial Officer.  Previously,  on May 15, 2005, Mr. Feuer and SPO Ltd. entered
into an employment  agreement pursuant to which Mr. Feuer continues to serves as
SPO Ltd.'s Chief Financial Officer.  Each of the agreements with the Company and
SPO Ltd. terminates on the earlier of: (i) Mr. Feuer's death or disability, (ii)
termination  by the  Company or Mr.  Feuer  without  cause upon 60 days  written
notice;  or (iii)  termination of Mr. Feuer with cause. Mr. Feuer will be paid a
monthly  salary of $7,500  under the  agreement  with SPO Ltd.  Mr. Feuer is not
entitled to a salary  under the  agreement  with the Company but will be granted
options  under the  Company's  2005 Equity  Incentive  Plan to purchase  120,000
shares of the Company's  common  stock,  vesting over a one year period from the
date of grant.


                                       17


Director Compensation

      Each  non-employee  Director will receive cash compensation at the rate of
$15,000 for the first year of service. Each non-employee Director was granted in
April 2005  50,000  options  with an  exercise  price of $0.055 per share,  with
25,000 of such options  being  vested upon  issuance  and the  remaining  25,000
vesting over 12 months following grant.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The Company has not entered into any transaction during the last two years
and the Company has not proposed any  transaction  to which it was or is to be a
party,  in which  any of the  following  persons  had or is to have a direct  or
indirect material interest:

      o     Any director or executive officer of the Company;
      o     Any nominee for election as a director;
      o     Any  security  holder  named in the  "Security  Ownership of Certain
            Beneficial Owners and Management" section below; and
      o     Any  member of the  immediate  family  (including  spouse,  parents,
            children, siblings, and in-laws) of any such person.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth certain  information,  as of September 30, 2005
with respect to the beneficial  ownership of the outstanding common stock by (i)
any holder of more than five (5%) percent;  (ii) each of the Company's executive
officers and directors; and (iii) the Company's directors and executive officers
as a group. Except as otherwise indicated, each of the stockholders listed below
has sole voting and investment power over the shares beneficially owned.

                                        Common Stock            Percentage of
Name of Beneficial Owner (1)        Beneficially Owned (2)     Common Stock (3)

Michael Braunold                           743,922 (4)                4.37%
                                                                   
Richard H. Ryan                            50,000   (5)                  *
                                                                   
Jeffrey Feuer                              30,000--  (6)                 *
                                                                   
Israel Sarussi                             4,165,776 (7)             23.84%
                                                                   
Pauline Dorfman                            25,000-- (8)                  *
                                                                   
Sidney Braun                               25,000-- (8)                  *
                                                                   
All officers and directors as a group      5,039,698                 29.13%
(6 persons)                                                      

* Less than 1%

(1) Except as otherwise  indicated,  the address of each beneficial owner is c/o
SPO Medical Inc.,  21860 Burbank  Blvd.,  North  Building,  Suite 380,  Woodland
Hills, CA 91367.

(2)  Beneficial  ownership is  determined  in  accordance  with the rules of the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to the shares shown.  Except where  indicated by footnote and
subject to community  property laws where  applicable,  the persons named in the
table have sole voting and investment power with respect to all shares of voting
securities shown as beneficially owned by them.


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(3) Based on 17,029,407  shares  outstanding.  The number of shares  outstanding
reflects the forward  subdivision  of the Company's  Common Stock on a 2.65285:1
basis after giving effect to the transactions  contemplated by Restated Exchange
Agreement.

(4) Comprised of 743,922 shares of the Company's Common Stock.

(5)  Represents  shares  issuable upon exercise of vested  options issued in May
2005 under the Company's 2005 Equity Incentive Plan (the "2005 Plan").  Does not
include an additional 150,000 shares issuable upon exercise of options issued in
May 2005 under the 2005 Plan that are scheduled to vest,  on a quarterly  basis,
over the two years following issuance.

(6)  Represents  shares  issuable upon exercise of vested options issued in July
2005 under the Company's 2005 Plan. Does not include an additional 90,000 shares
issuable upon exercise of options  issued in July 2005 under the Company's  2005
Plan that are scheduled to vest, on a quarterly basis,  over the one year period
following issuance.

(7)  Comprised of  3,719,393  shares of the  Company's  Common Stock and 446,383
shares of Common Stock issuable upon exercise of currently exercisable warrants.

(8) Represents  shares  issuable upon exercise of vested options issued in April
2005 under the  Company's  2005  Non-Employee  Directors  Stock Option Plan (the
"2005 Directors  Plan").  Does not include an additional  25,000 shares issuable
upon  exercise  of  options  issued  in April  2005  under  the  Company's  2005
Non-Employee  Directors Stock Option Plan (the "2005  Directors  Plan") that are
scheduled to vest, on a quarterly basis, over twelve months following issuance.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of businesses acquired.

(c) Exhibits.

Exhibit Number                         Description
--------------                         -----------

99.1                    Financial statements of business acquired


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                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated: November 9, 2005                         SPO MEDICAL INC.


                                                By: /s/ Michael Braunold
                                                    ----------------------------
                                                    Michael Braunold
                                                    Chief Executive Officer


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