<PAGE>   1
                       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 March 31, 1997      Commission file number 0-11656


                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION


                A Delaware Corporation      I.R.S. No. 22-1807533

              Two Nationwide Plaza, Suite 760, Columbus, Ohio 43215

                    Registrant's Telephone No. (614) 221-6000

         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 [ ]

         Indicate the number of shares outstanding of each of the issuer's
         classes of Common Stock, as of the latest practicable date.

         EACH OF THE FOLLOWING CLASSES ARE REGISTERED ON THE AMERICAN STOCK
         EXCHANGE.

                 Class                          Outstanding at April 30, 1997
                 -----                          -----------------------------

           Common Stock, par value                        6,247,326
            $.01 per share

           Common Stock Purchase Warrants                   414,538(1)


           (1)  Upon exercise, represents 1,139,980 shares of The
                Wendt-Bristol Health Services Corporation.




<PAGE>   2



                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
              FORM 10-Q     FOR THE QUARTER ENDED MARCH 31, 1997
              ---------     ------------------------------------

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
                                AND SUBSIDIARIES
                                ----------------




                                    I N D E X



Part I                                                                Page No.
------                                                                --------

Financial Statements:

           Consolidated Balance Sheets - December 31, 1996  and
           March 31, 1997 (Unaudited)                                      3-4  
                                                                                
           Consolidated Statements of Operations (Unaudited)                    
           Three Months Ended March 31, 1997 and 1996                       5   
                                                                                
           Consolidated Statements of Cash Flow (Unaudited)                     
           Three Months Ended March 31, 1997 and 1996                      6-7  
                                                                                
           Notes to Consolidated Financial Statements                      8-11 
                                                                                
           Management's Discussion and Analysis of Financial Condition          
           and Results of Operations                                      12-13 
                                                                                
                                                                         

Part II
-------
           Signatures                                                       14


Exhibits:
           Exhibit 27 EDGAR Financial Data Schedule                         15

                                        2

<PAGE>   3
                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
              FORM 10-Q     FOR THE QUARTER ENDED MARCH 31, 1997
              ---------     ------------------------------------

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                   AS AT MARCH 31, 1997 AND DECEMBER 31, 1996

                                     ASSETS
<TABLE>
<CAPTION>


                                                            March 31         December 31
                                                              1997              1996
                                                           ------------     -------------
                                                           (Unaudited)
<S>                                                        <C>               <C>         
Current assets:
   Cash                                                    $  1,144,581      $    890,670
                                                           ------------      ------------

   Restricted cash                                              509,395           381,025
                                                           ------------      ------------

   Receivables:
       Trade, net of allowance for doubtful
          accounts of $175,000 (March)
          and $190,000 (December)                             3,068,704         2,014,403
   Notes receivable                                             127,030           120,613
   Miscellaneous                                                857,436           890,655
                                                           ------------      ------------
                                                              4,053,170         3,025,671
                                                           ------------      ------------

   Inventories                                                  491,504           482,930
   Prepaid expenses and other                                   298,569           250,947
                                                           ------------      ------------
       Total current assets                                   6,497,219         5,031,243
                                                           ------------      ------------

Property, plant and equipment, at cost                       20,994,764        20,880,293
   Less: Accumulated depreciation and
       amortization                                          (6,368,665)       (6,135,704)
                                                           ------------      ------------
                                                             14,626,099        14,744,589
                                                           ------------      ------------
Investments and other assets:
   Notes and other receivables, net of current portion          350,203           359,007
   Notes receivable from officers, employees and
      related parties, net of amounts payable                   974,302           993,580
   Life insurance premiums receivable                           895,970           865,299
   Investment in unconsolidated affiliates                      532,558                --
   Excess of cost over assets of businesses
      and subsidiaries acquired, less amortization              616,153           621,629
   Deferred charges                                             996,951           956,795
   Other assets                                                 353,424           345,963
                                                           ------------      ------------
       Total investments and other assets                     4,719,561         4,142,273
                                                           ------------      ------------

                                                           $ 25,842,879      $ 23,918,105
                                                           ============      ============
</TABLE>



                                   (Continued)


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

                                        3
<PAGE>   4

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
                FORM 10-Q    FOR THE QUARTER ENDED MARCH 31, 1997
                ---------    ------------------------------------

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                                AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (Continued)

                   AS AT MARCH 31, 1997 AND DECEMBER 31, 1996

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                          March 31         December 31
                                                            1997               1996
                                                       ------------      ------------
                                                        (Unaudited)
<S>                                                    <C>               <C>         
Current liabilities:
       Notes payable - officer                         $     75,000      $     55,000
       Securitization program advances                           --           392,287
       Accounts payable                                   2,878,321         2,729,021
       Accrued expenses and other liabilities:
            Salaries and wages                              425,259           482,134
            Workers' compensation                           164,966           380,502
            Taxes, other than federal income taxes          706,965           726,106
            Interest                                         73,395           118,640
            Stock purchase agreement payable                     --           325,000
            Other                                           596,478           841,643
       Long-term obligations classified as current          713,238           750,758
                                                       ------------      ------------
            Total current liabilities                     5,633,622         6,801,091
                                                       ------------      ------------

Long-term obligations, less amounts classified
       as current                                        15,204,576        12,080,856
                                                       ------------      ------------

            Total liabilities                            20,838,198        18,881,947
                                                       ------------      ------------

Minority interests                                          201,615           294,128
                                                       ------------      ------------

Stockholders' equity:
       Common stock: $.01 par;
            authorized: 12,000,000 shares
            issued: 8,243,480 shares                         82,435            82,435
       Capital in excess of par                          10,240,480        10,238,750
       Retained earnings (deficit)                       (3,067,518)       (3,119,096)
                                                       ------------      ------------
                                                          7,255,397         7,202,089
       Treasury stock, at cost, 2,001,154 (March)
            and 2,007,460 shares (December)              (2,452,331)       (2,460,059)
                                                       ------------      ------------
                 Total stockholders' equity               4,803,066         4,742,030
                                                       ------------      ------------

                                                       $ 25,842,879      $ 23,918,105
                                                       ============      ============
</TABLE>

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

                                        4

<PAGE>   5
                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
                     FORM 10-Q THE-QUARTER ENDED MARCH 31, 1997
                     ------------------------------------------

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                           Three Months Ended March 31
                                                          -----------------------------
                                                                1997            1996
                                                          ------------      -----------
Revenues:
<S>                                                        <C>              <C>        
       Net sales                                           $   683,979      $   707,977
       Service income                                        4,511,550        4,613,177
                                                           -----------      -----------
                                                             5,195,529        5,321,154
                                                           -----------      -----------
Costs and expenses:
       Cost of sales                                           503,134          495,679
       Selling, general and administrative
            expenses, net                                    4,140,943        4,298,241
                                                           -----------      -----------
                                                             4,644,077        4,793,920
                                                           -----------      -----------

Operating income before depreciation                           551,452          527,234

Depreciation                                                   232,961          229,812
                                                           -----------      -----------

Operating income                                               318,491          297,422
                                                           -----------      -----------

Other income (expense):
       Minority interests in earnings of consolidated
            affiliates, net of tax                             (51,329)         (25,052)
       Equity in earnings of unconsolidated affiliates          87,558               --
       Interest expense                                       (314,046)        (212,209)
       Other, net                                               17,304           29,355
                                                           -----------      -----------
                                                              (260,513)        (207,906)
                                                           -----------      -----------

Income before income taxes                                      57,978           89,516

Income tax expense                                              (6,400)          (6,414) 
                                                           -----------      -----------

Net income                                                 $    51,578      $    83,102
                                                           ===========      ===========




Income per common share                                    $      0.01      $      0.01
                                                           ===========      ===========

Weighted average shares outstanding                          6,236,510        5,720,830
                                                           ===========      ===========
</TABLE>





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

                                        5

<PAGE>   6

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
               FORM 10-Q      FOR THE QUARTER ENDED MARCH 31, 1997
               ---------      -------------------------------------

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                     Three Months Ended March 31
                                                                     ----------------------------
                                                                          1997            1996
                                                                     -----------      -----------

<S>                                                                  <C>              <C>        
Cash flows from operating activities:
  Net income                                                         $    51,578      $    83,102
                                                                     -----------      -----------
  Adjustments required to reconcile net income
     to net cash provided by operating activities:
        Amortization, depreciation and other, net                        238,437          235,216
        Provision for losses on notes and accounts receivable             34,734           19,228
        Minority interest in earnings of consolidated affiliates          51,329           25,052
        Equity in net earnings of unconsolidated affiliates              (87,558)              --
        Changes in assets and liabilities:
          Receivables
               Sale (purchase) of receivables                           (607,229)              --
               Other changes                                            (448,587)         183,441
          Merchandise inventories                                         (8,574)         (20,541)
          Prepaid expenses and other current assets                      (38,164)          18,744
          Accounts payable                                               149,300         (162,966)
          Accrued expenses and other liabilities                        (906,962)        (702,052)
          Federal income taxes payable                                        --          (22,609)
          Deferred charges and other                                     (47,617)         (35,946)
                                                                     -----------      -----------
     Total adjustments                                                (1,670,891)        (462,433)
                                                                     -----------      -----------
Net cash used in operating activities                                 (1,619,313)        (379,331)
                                                                     -----------      -----------

Cash flows from investing activities:
     (Increase) decrease in notes receivable                               2,387          (25,958)
     Investment in unconsolidated affiliates                            (445,000)              --
     Disbursements to related parties
       and former affiliates, net                                        (11,393)         (69,898)
     Deposits to restricted cash                                        (128,370)          (1,945)
     Capital expenditures                                                (64,971)         (68,604)
                                                                     -----------      -----------
Net cash used in investing activities                                   (647,347)        (166,405)
                                                                     -----------      -----------

Cash flows from financing activities:
     Distributions to limited partners, net                             (143,842)              --
     Proceeds from officer obligation                                     90,000               --
     Principal payments of officer obligation                            (70,000)              --
     Principal payments of long-term obligations                        (518,234)        (326,488)
     Proceeds from long-term obligations                               3,554,934        1,044,238
Net payments to securitization program                                  (392,287)              --
                                                                     -----------      -----------
Net cash provided by financing activities                              2,520,571          717,750
                                                                     -----------      -----------

Net increase in cash                                                     253,911          172,014

Cash at beginning of period                                              890,670           35,825
                                                                     -----------      -----------
Cash at end of period                                                $ 1,144,581      $   207,839
                                                                     ===========      ===========
</TABLE>

                                   (Continued)

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

                                        6


<PAGE>   7


                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
               FORM 10-Q    FOR THE QUARTER ENDED MARCH 31, 1997
               ---------    -------------------------------------

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996

                                   (UNAUDITED)


<TABLE>
<CAPTION>



                                                                Three Months Ended March 31
                                                                ----------------------------
                                                                    1997            1996
                                                                ----------      ------------

<S>                                                               <C>            <C>     
Cash paid during the three months for:
   Interest, net of interest income                               $359,291       $224,747
   Income taxes                                                   $  -0-         $ 28,000

Supplemental disclosures of noncash
investing and financing activity:

 A partnership, of which the Company is the managing general
 partner purchased equipment which was financed by entering
 into installment finance agreements 
   Increase in equipment cost, net                                $ 49,500       $ 69,509
   Increase in long-term obligations                               (49,500)       (69,509)
</TABLE>















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

                                       7

<PAGE>   8


                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
               FORM 10-Q     FOR THE QUARTER ENDED MARCH 31, 1997
               ---------     -------------------------------------

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
                                AND SUBSIDIARIES
                                ----------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.  MANAGEMENT'S REPRESENTATION

         In the opinion of management, the accompanying unaudited consolidated
         financial statements contain all adjustments (consisting only of normal
         adjustments and recurring accruals) necessary to present fairly The
         Wendt-Bristol Health Services Corporation ("Wendt-Bristol" or
         "Company") and subsidiaries consolidated financial position as at March
         31, 1997 and December 31, 1996 and the consolidated results of its
         operations for the three months ended March 31, 1997 and 1996 as well
         as the cash flows for the respective three months. The results of
         operations for any interim period are not necessarily indicative of
         results for the full year. THESE FINANCIAL STATEMENTS SHOULD BE READ IN
         CONJUNCTION WITH THE FINANCIAL STATEMENTS AND NOTES THERETO CONTAINED
         IN THE WENDT-BRISTOL ANNUAL REPORT FILED AS FORM 10-K FOR THE YEAR
         ENDED DECEMBER 31, 1996, WHICH IS HEREBY INCORPORATED BY REFERENCE.


2.  INCOME TAXES

         The Company utilizes the provisions of SFAS No. 109, which requires the
         use of the liability method of accounting for deferred income taxes. As
         a result, the Company has recognized a deferred tax liability, a
         deferred tax asset and a valuation allowance against the deferred tax
         assets. A summary of the December 31, 1996 attributes is as follows:

<TABLE>
<S>                                                 <C>       
                   Deferred tax assets              $1,953,000
                     Less:  valuation allowance        200,000
                                                    ----------
                                                     1,753,000

                   Deferred tax liabilities          1,499,300
                                                    ----------
                   Net deferred tax asset             $253,700
                                                    ==========
</TABLE>

         During 1997, the Company does not expect to incur any current Federal
         tax liability since it will be able to utilize net operating loss carry
         forwards to reduce taxable income to zero.

         (Continued)

                                        8

<PAGE>   9



                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
                FORM 10-Q     FOR THE QUARTER ENDED MARCH 31, 1997
                ---------     -------------------------------------

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
                                AND SUBSIDIARIES
                                ----------------
                                                         
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INCOME TAXES (CONTINUED)

         State and local taxes are summarized as follows:

<TABLE>
<CAPTION>

                                       Three months ended March 31,
                                       ----------------------------

                                           1997           1996
                                           ----           ----
<S>                                       <C>             <C>   
          State and local taxes:
            Current expense               $6,400          $6,414
                                          ======          ======
</TABLE>


3.  STOCKHOLDERS' EQUITY

         At March 31, 1997 there were 414,538 Common Stock purchase warrants
         outstanding, exercisable at $3.75 per warrant. Each warrant, upon
         exercise, provides two and three quarters (2 3/4) shares of the
         Company's common stock and a Series II warrant (issuable upon
         completion of appropriate Securities and Exchange Commission filings)
         exercisable for two shares at $3.00/share. The Warrants' expiration
         dates, as amended by the Board of Directors in April 1997, are May 1,
         1998 for the initial Warrant and May 1, 1999 for the Series II
         Warrants. See Note 5A. concerning warrants issued pursuant to
         Regulation S of the Securities Act of 1933. There were no warrants
         exercised during the three months ended March 31, 1997.

         Earnings per share were computed using the weighted average number of
         shares outstanding (net of Treasury shares) during each period. The
         common stock equivalents (warrants and options) are anti-dilutive,
         thereby yielding similar primary and fully diluted per share amounts.

         In February 1997, Statement of Financial Accounting Standards (SFAS)
         No. 128 "Earnings per Share" was issued, which changes the methodology
         for calculating earnings per share. Implementation of SFAS 128 is
         required for financial statements issued for periods ending after
         December 15, 1997, including interim periods; earlier adoption is not
         permitted. Early adoption of SFAS 128 would have had no effect on
         earnings per share for the three months ended March 31, 1997.




                                        9

<PAGE>   10



                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
                FORM 10-Q    FOR THE QUARTER ENDED MARCH 31, 1997
                ---------    ------------------------------------

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
                                AND SUBSIDIARIES
                                ----------------

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


4.  NEW VENTURE

         During December, 1996, an 83.3% owned subsidiary of the Company formed
         an Ohio limited liability company. The subsidiary acquired a 50%
         interest through a capital contribution of $325,000 in January 1997.
         The new entity closed, in January 1997, on the acquisition of operating
         assets, including an open field magnetic resonance imaging device.
         Operations began in January, 1997 and the operating results are
         included in the statement of operations under the caption "Equity in
         earnings of unconsolidated affiliates". The Company is managing the
         facility.

         As a result of limited liability companies being taxed as partnerships
         for Federal income tax purposes, there is no tax provided for its
         earnings. See Note 2. Income Taxes.


5.  FINANCING TRANSACTIONS

  A.     On February 14, 1997, the Company issued thirty-three (33) bonds,
         designated as Series No. 1 Bonds, totaling five million Swiss francs,
         due February 14, 2002, to European investors. The Company received
         $3,416,934 for the conversion of the proceeds of these Bonds. The Bonds
         provide for quarterly interest payments which commenced on March 31,
         1997 at a rate of 5% per annum. The Bonds and interest are payable in
         Swiss francs, and as a result, the Company is hedging the currency risk
         by entering into future contracts. The Bond holders were issued Series
         No. 1 warrants to purchase an aggregate of 300,000 shares of common
         stock of the Company at $2.00 per share exercisable after March 25,
         1997 and before February 15, 2002 to warrant holders outside the U.S.
         Both the Series No. 1 Bonds and the Series No. 1 Warrants were issued
         pursuant to Regulation S of the Securities Act of 1933. Proceeds have
         been used to liquidate its accounts receivable securitization program,
         expansion in the diagnostic and radiology ventures and general working
         capital requirements.

  B.     On March 14, 1997, the Company terminated its accounts receivable
         securitization program and repaid advances which totaled $1,461,633.

         (Continued)

                                       10

<PAGE>   11



                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
                FORM 10-Q    FOR THE QUARTER ENDED MARCH 31, 1997
                ---------    ------------------------------------

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
                                AND SUBSIDIARIES
                                ----------------


              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.  SUBSEQUENT EVENTS

  A.     In April, 1997, an 83.3% owned subsidiary of the Company acquired a
         22.5% interest in an Ohio limited liability company which will operate
         a radiation therapy practice. The new venture has entered into a two
         year lease agreement which includes a mandatory purchase of the
         building for $1,400,000. The Company will manage the facility.

  B.     Effective mid April 1997, management decided to cease operations of a
         significant portion of its home health care agency in order to
         eliminate unprofitable portions of the business. Management anticipates
         a positive impact to the full year 1997 operating results as a result
         of the second quarter implementation of this decision.








                                       11

<PAGE>   12



                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
                FORM 10-Q    FOR THE QUARTER ENDED MARCH 31, 1997
                ---------    ------------------------------------

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
                                AND SUBSIDIARIES
                                ----------------

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NOTE:  REFERENCE SHOULD BE MADE TO THE NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS HEREIN.


FINANCIAL CONDITION

Management believes that 1997 will produce more favorable results than 1996 due
to the elimination of a significant portion of the unprofitable home health care
agency as well as increases in census and rates achieved in its skilled nursing
facilities and other significant non-continuing costs. Furthermore, the issuance
of stock in late 1996 along with the issuance of long-term bonds in the first
quarter of 1997 will allow the Company to reduce its costs of borrowing and
achieve cost savings through an improved availability of funds for operations.
The financing also allows the Company to expand its profitable operations
through selective ventures with non-related third parties, such as the
newly-formed limited liability companies.

Working capital increased approximately $2,633,000 during the three months ended
March 31, 1997, due mostly from the issuance of $3,417,000 of long-term bonds
(see Note 5A herein). Current assets increased approximately $1,466,000, due
mostly from increases in cash ($254,000), restricted cash ($128,000), and
accounts receivable ($1,054,000). The increase in cash is attributable to the
funds from the issuance of the long-term bonds while the increase in restricted
cash is mostly due to funds on deposit in a margin account related to a currency
hedging strategy employed by the Company. The increase in accounts receivable is
a direct result of the company terminating its accounts receivable
securitization program in March, 1997 and buying back all of the accounts
receivable that were previously sold. Current liabilities decreased
approximately $1,167,000, due primarily from reductions in securitization
program advances ($392,000), accrued workers' compensation ($216,000), stock
purchase agreement payable ($325,000), and accrued expenses other ($245,000)
offset by an increase in accounts payable ($149,000). The issuance of the
long-term bonds allowed the Company to terminate the accounts receivable
securitization program and significantly reduce the amount of current
liabilities, while also allowing for the investments in the newly-formed limited
liability companies.


LIQUIDITY AND CAPITAL RESOURCES

The Company continued to improve its liquidity position in the first quarter by
issuing long-term 5% bonds pursuant to Regulation S of the Securities Act of
1933 to a group of European investors (see Note 5A herein). The Company received
approximately $3,417,000, of which approximately $1,462,000 was used to repay
advances from the higher interest cost accounts receivable securitization
program. The remaining funds will be used for general working capital
requirements and expansion into new ventures in the diagnostic and radiology
fields (see Notes 4 and 6).

         (Continued)

                                       12

<PAGE>   13



                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
                FORM 10-Q    FOR THE QUARTER ENDED MARCH 31, 1997
                ---------    ------------------------------------

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
                                AND SUBSIDIARIES
                                ----------------

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

The Company and its subsidiaries, limited partnership, and newly-formed limited
liability companies, have committed to certain equipment upgrades or
acquisitions that will be financed either through the current equipment
financing relationship or through vendor programs. The cost of such equipment
currently on order is approximately $1,000,000.

Management further believes the present resources available and anticipated
through profitable operations will meet anticipated requirements for financing
the operations and growth of the business. There are no further material
commitments for capital expenditures.

RESULTS OF OPERATIONS 1997 - 1996

Consolidated revenues from operations for the three months ended March 31, 1997
decreased approximately $126,000 or 2.4% from the same period in 1996. Net sales
decreased $24,000 or 3.4% while service revenues declined $102,000 or 2.2%. Most
of the decline in service revenues was attributable to a decreased number of
visits in the home health care agency and lower patient census at the nursing
homes.

Cost of sales increased approximately $7,000 for the three months ended March
31, 1997 over the same period in 1996. Gross margin declined to 26.4% in 1997
from 30.0% in 1996 primarily due to increased competition in the retail pharmacy
division.

Selling, general and administrative expenses decreased approximately $157,000 or
3.7% for the quarter ended March 31, 1997 as compared to the same period in
1996. The decrease is mostly due to decreased visits in the home health agency
and lower costs in the nursing homes due to lower occupancy levels.

Operating income increased approximately $21,000 or 7.1% for the first quarter
of 1997 as compared to the same period in 1996. Declines in revenues in the
first quarter of 1997 were more than offset by corresponding decreases in
selling, general and administrative expenses.

Interest expense for the three months ended March 31, 1997 increased
approximately $102,000 over the same period in 1996. In 1996, the Company did
not have a working capital line of credit in place and therefore interest
expense was related to equipment and mortgages. The 1997 amount includes the
accounts receivable securitization program interest through the middle of March
and the interest attributable to the convertible subordinated and Series 1
bonds.

The equity in earnings of unconsolidated affiliates was approximately $88,000 in
1997. This represents the Company's portion of its earnings in the limited
liability entity which commenced operations in January, 1997 (see Note 4).

                                       13

<PAGE>   14



                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                  ---------------------------------------------
                FORM 10-Q    FOR THE QUARTER ENDED MARCH 31, 1997
                ---------    ------------------------------------

                            PART II OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

                  27 - EDGAR Financial Data Schedule

         (b)  Reports on Form 8-K

                  Report dated February 14, 1997, relating to the sale of bonds
                  and warrants, pursuant to Regulation S of the Securities Act
                  of 1933.

                               --------------------------------
                                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 thereunto duly authorized.


                          THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                          ---------------------------------------------
                          (Registrant)


         May 19, 1997                 By:   /s/ Sheldon A. Gold
                                           --------------------
                                           Sheldon A. Gold
                                           President
                                           (Principal Executive Officer)


         May 19, 1997                 By:   /s/ Charles R. Cicerchi
                                           ------------------------
                                           Charles R. Cicerchi
                                           Vice-President, Finance
                                           (Principal Financial and
                                           Accounting Officer)

                                       14