SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended September 30, 1997 OR [___] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to _______________ Commission File Number: ___________________ Americare Health Scan Inc. (Exact name of Registrant as specified in its Charter) ____Florida_________________________________65-0467346_______________ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 20 N.W. 181st Street, Miami, Florida 33169 (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (305) 770-1141 ________________________________N/A_____________________________________ Former Name, Former Address and Former Fiscal Year, if changed since last Report. Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934, as amended ( Exchange Act ) 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 No ___X___ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY DURING THE PRECEDING FIVE YEARS Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934, as amended ( Exchange Act ) 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 _______ No ___X_____ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all document and reports required to be filed by Section 12,13 or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes No _________ APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each issuer s classes of common stock, as of the latest practicable date: 12,712,170 Common Stock, par value $.001 as of December 31 , 1996. AMERICARE HEALTH SCAN, INC. INDEX Part 1. Financial Information Item 1. Financial Statements (unaudited). Balance Sheet for the nine months ended September 30, 1997 Statement of Operations for the nine months ended September 30, 1997 Statement of Cash Flows for the nine months ended September 30, 1997 Item 2. Management s Discussion and Analysis of Financial Condition and Results Of Operations. Part II. Other Information ROBERT B. DODEK CPA. 20 N.W. 181st Street Telephone (305) 655-0923 Miami, Florida 33169 Fax (305) 653-3315 AMERICARE HEALTH SCAN, INC. MIAMI, FLORIDA I have compiled the accompanying balance sheet of Americare Health Scan,Inc. and subsidiary as of September 30, 1997 and related statement of income and retained earnings and cash flows for the period then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. A compilation is limited to presenting in the form of financial statements information that is the representation of management. I have not audited or reviewed the accompanying financial statement and, accordingly, do not express an opinion on them. By: /s/ Robert Dodek Mr. Robert Dodek, CPA December 27, 1997 AMERICARE HEALTH SCAN, INC, AND SUBSIDIARY A DEVELOPMENT STAGE COMPANY CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 1997 ASSETS CURRENT ASSETS INVENTORY $ 155,383 NOTES RECEIVABLE 116,000 TOTAL CURRENT ASSETS 271,383 FIXED ASSETS BUILDING AND IMPROVEMENTS 219,023 MACHINERY AND EQUIPMENT 3,525,120 3,744,143 ACCUMULATED DEPRECIATION 268,488 NET FIXED ASSETS 3,475,655 OTHER ASSETS PATENT FEES AND OTHER INTANGIBLES 55,487 $ 3 ,802,525 LIABILITIES AND STOCKHOLDER S EQUITY CURRENT LIABILITIES ACCOUNTS PAYABLE $ 110,018 LOANS PAYABLE 34,900 TOTAL CURRENT LIABILITIES 144,918 OTHER LIABILITIES LOANS PAYABLE 1,296,536 1,441,454 STOCKHOLDERS EQUITY COMMON STOCK - $0.001 PER SHARE PAR VALUE 50,000,000 SHARES AUTHORIZED 12,739,192 ISSUED AND OUTSTANDING 12,739 ADDITIONAL PAID IN CAPITAL 2,906,000 RETAINED EARNINGS (557,668) TOTAL STOCKHOLDERS EQUITY 2,361,071 $ 3,802,525 SEE ACCOUNTANTS COMPILATION REPORT AND NOTES TO FINANCIAL STATEMENTS. AMERICARE HEALTH SCAN, INC, AND SUBSIDIARY A DEVELOPMENT STAGE COMPANY CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 REVENUES - NET $ $62,039 COST OF REVENUES 31,020 NET PROFIT 31,019 OPERATING EXPENSES SELLING, GENERAL AND ADMINISTRATIVE 180,200 DEPRECIATION AND AMORTIZATION 268,581 448,781 NET LOSS (417,762) RETAINED EARNINGS (DEFICIT) BEGINNING OF PERIOD (139,906) RETAINED EARNINGS (DEFICIT) END OF PERIOD $ (557,668) SEE ACCOUNTANTS COMPILATION REPORT AND NOTES TO FINANCIAL STATEMENTS. AMERICARE HEALTH SCAN, INC, AND SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 1997 Note 1 Accounting Policies The company was incorporated February 3, 1994 in the state of Florida. The company started manufacturing the Ana-Sal HIV Saliva test in June, 1996. The financial statements include Americare Biologicals, Inc. As of September 30, 1996 when the company wholly owned subsidiary. All intercompany accounts have been eliminated. Inventory Inventories are priced at cost. Property and equipment Property and equipment is stated at cost with depreciation provided by the straight-line method over the following estimated useful lives: Leasehold improvements 10 years Furniture and equipment 10 years Patent costs Patent costs are for the costs incurred to date and amortization has not been started. Note 2 Notes Receivable Notes receivable are from other Americare Companies Note 3 The company s assets were transferred to the company by various shareholders in exchange for a certain number of shares the balance in loans. AMERICARE HEALTH SCAN, INC, AND SUBSIDIARY A DEVELOPMENT STAGE COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 CASH FLOWS FROM OPERATING ACTIVITIES Net (Loss) $ (417,762) Depreciation 268,581 (Increase) Decrease in: Inventory 31,019 Notes Receivable 6,000 Other Assets (580) Increase (Decrease) in: Accounts Payable 66,018 Net Cash Flow Provided by (used in) Operating Activities (46,724) Cash Flows From Financing Activities Loans Payable 22,724 Net Cash Provided by (used in) Financing Activities 22,724 Increase (Decrease in Cash) (24,000) Cash Beginning of Period 12,000 Cash End of Period $ (12,000) SEE ACCOUNTANTS COMPILATION REPORT AND NOTES TO FINANCIAL STATEMENTS. ITEM 2. Management s Discussion and Analyses of Financial Condition and Results of Operations Results of Operations Since the acquisition and merger on September 30, 1996 the company has primarily engaged in organizational activities and research and development, and marketing efforts to sell technology products acquired. The company has $62,000 in revenues and development expenses, rent, utilities, and insurance expenses have been funded through loans. Liquidity and Capital Resources As of September 30, 1997 the company had total assets of $3,802,525, and had total liabilities of $1,441,454 consisting of notes payable and accounts payable. The Company is presently operating by funds received as loans from Affiliated companies owned by Dr. Joseph P. D Angelo, president of the Company. There is no assurance,however, that these companies will continue to provide the loans in the future. PART II. OTHER INFORMATION Item 1. Legal Proceedings. Not applicable Item 2. Changes in Securities. Not applicable Item 3. Defaults 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 SIGNATURE In accordance with requirements of the Exchange Act, the Issuer caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Americare Health Scan Inc. By: ______/s/ Joseph P. D Angelo____ Dr. Joseph P. D Angelo, President DATED: January 6, 1998