**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

**Form 10-QSB**

**(Mark One)**

**[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934**

For the Quarterly Period Ended March 31, 2002

OR

**[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934**

For the transition period from _____________ to _____________

Commission file number ___0-11228_____

**NETCARE HEALTH GROUP, INC.**

(Exact name of registrant as specified in its charter)

Delaware                                                                    
02-0337028	___

(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

362 Industrial Park, Unit 6, Middletown, Connecticut			06457	__

(Address of principal executive offices)		(Zip Code)

(800)281-1231	__

(Registrant's telephone number, including area code)



(Former name, former address and former fiscal year, if changed since last report)

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.   X Yes __ No

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

Common Stock, $.001 par value, 47,983,340 shares outstanding as of May 13, 2002.



Transitional Small Business Disclosure Format (elect one) ___ Yes  __X___ No



________________________________________________________________________

**NETCARE HEALTH GROUP, INC.**

****INDEX

**Part I.  Financial Information**
****
  PageItem 1.	Financial Statements:Consolidated Balance Sheets
5March 31, 2002, and December 31, 2001Consolidated Statement
    of Operations
7For the three month ended March 31, 2002 and 2001Consolidated Statement of Shareholders' Equity
8For the three months ended March 31, 2002Consolidated Statements of Cash Flows
9For the three month
    ended March 31, 2002 and 2001Notes to Consolidated Financial Statements
11Item 2.	Management's Discussion and Analysis
    Or Plan of Operation
17**Part II.  Other Information**
****
  20Item 1.	Legal Proceedings
20Item 2.	Changes in Securities
20Item 3.	Defaults upon Senior Securities
21Item 4.	Submission of Matters to a Vote of Security Holders
21Item 5.	Other information
21Item 6.	Exhibits and Reports on Form 8-K
22**Signatures**
23




****Netcare Health Group, Inc.

Unaudited Financial Statements

Three Months Ended March 31, 2002











****INDEX TO CONSOLIDATED FINANCIAL STATEMENTSPageConsolidated Balance SheetsAs of March 31, 2002 and December 31, 2001 (audited)

5Consolidated Statement of OperationsFor the Three Months Ended March 31, 2002 and 2001

7Consolidated Statement of Shareholders' EquityFor the Three  Months Ended March 31, 2002


8Consolidated Statement of Cash Flows



9For the Three Months Ended March 31, 2002 and 2001Notes to Consolidated Financial Statements


11


























Netcare Health Group, Inc.Consolidated Balance SheetsAt March 31, 2002 and December 31, 2001March 31,

December
31,2002

2001(unaudited)

(audited)ASSETSCash

$      219,448

$199,319Accounts receivable (net of allowance for doubtfulaccounts of $643,254 and $509,704, respectively)
983,154

1,207,264Inventory

153,946

103,128Prepaids and other assets

175,765

27,458Deferred tax asset

128,217

192,121Total current assets

1,660,530

1,729,290Property and equipment (net of accumulateddepreciation of $54,422 and $47,207, respectively)
105,101

112,316Deferred Financing Costs

186,042

-Due from affiliates

197,817Notes Receivable

323,000

-Deferred tax asset

192,121

-$    2,664,611

$1,841,606Netcare Health Group, Inc.Consolidated Balance Sheets
Con'tAt March 31, 2002 and December 31, 2001

March 31,

December 31,2002

2001LIABILITIES AND SHAREHOLDERS' EQUITY

(Unaudited)

(Unaudited)Current portion of notes payable, net of discount

$      394,053

$-Accounts Payable

973,756

798,743Accrued Expenses

198,915

226,530Due to Affiliates

-

13,024Notes payable bank

40,000

40,000Notes payable - Firstar

223,000

-Loans payable

30,000

90,000Total current liabilities

1,859,724

1,168,297Loans payable affiliate

387,106

437,502Interest payable affiliate

87,646

77,302Notes payable discount, less current portion

55,780

-Deferred taxes liability

12,242

10,557Total liabilities

2,402,498

1,693,658Capital stock -
    30,000,000 and 32,564,238 shares authorized, 29,980,086 and 32,564,238 issued and
outstanding, $0.001par value at 2002 and
    no par value at 2001 respectively

29,982

-Subscribed shares -
    46,200,340 at 2002

2,058,517

-Additional paid in capital

(1,240,636)

450,556Accumulated deficit

(585,750)

(302,608)Total shareholders' equity

262,113

147,948$2,664,611

$    1,841,606The accompanying notes are an integral part of these consolidated financial statements










Netcare Health Group, Inc.Consolidated Statement of OperationsFor the three months ended March 31, 2002
and 2001(Unaudited)2002

2001Operating revenues

$   1,530,269

$   1,822,825Other revenues

24,548

28,567Total revenues

1,554,817

1,851,392Costs and expenses:Cost of sales

1,081,811

1,270,055Operating expenses

348,202

299,564General and administrative

227,718

165,901Legal and professional fees

69,701

34,250Rent expense

24,000

24,000Other occupancy costs

24,291

23,517Depreciation expense

7,215

7,130Amortization of deferred financing costs

3,958

-Shareholder consulting expense

65,782

15,829Operating (loss) income

(297,861)

11,146Interest
    expense-affiliate

13,929

12,586Interest expense

25,627

1,042Loss before taxes

(337,417)

(2,482)Income tax benefit

(126,532)

(931)Net Loss

$     (210,885)

$          (1,551)Weighted average common shares outstanding

41,742,572

32,564,238Earnings (loss) per share

($0.01)

$0.00Diluted earnings (loss) per share

($0.01)

$0.00The accompanying notes are an integral part of these consolidated financial statements






Netcare Health Group, Inc.Consolidated Statement of
Shareholders' EquityFor the three months ended March 31,
2002(Unaudited)TotalCapital

Subscribed

Paid in

Accumulated

Shareholders'Stock

Shares

Capital

Deficit

EquityBalance Janaury 1, 2002
$               -

$
-

$     450,556

$
(302,608)

$
147,948Recapitalization - DCI merger
$     29,982

$1,937,517

$ (1,967,499)

$      (72,257)

(72,257)Capital contribution - RxLTC
-

-

65,782

-

65,782Issuance of warrants
-

-

210,525



210,525Share subscription
-

121,000

-

-

121,000Net Loss
-

-

-

(210,885)

(210,885)Balance March 31, 2002
$     29,982

$2,058,517

$ (1,240,636)

$(585,750)

$  262,113The accompanying notes are an integral part of these
consolidated financial statements














Netcare Health Group, Inc.Consolidated Statement of Cash FlowsFor the three months ended March 31, 2002 and 2001(Unaudited)2002

2001Cash flows from operating activities:Net loss

$    (210,885)

$        (1,551)Adjustments to reconcile net income (loss) to netcash (used in)/provided by operating activities:Depreciation

7,215

7,130Amortization of deferred financing costs

3,958

-Amortization of notes payable discount

4,525

-Provision for bad debts

75,000

-Increase in deferred taxes

(126,532)

(931)Changes in operating assets and liabilities:Decrease in accounts receivable

149,110

20,177(Increase)/Decrease in inventory

(50,818)

95,596(Increase)/Decrease in prepaids and other assets
(33,307)

5,079Decrease in accounts payable

(12,244)

(1,490)Increase in due from affiliates

(210,841)

(59,236)(Deacrease)/Increase in other liabilities

(27,615)

63,397Net cash (used in)/provided by operating activities
(432,434)

128,171Cash flows from investing activities:Purchase of Firstar note

(323,000)

-Net cash used in investing activities

(323,000)

-Cash flows from financing activities:Proceeds from bank note (Firstar)

323,000

-Principal payments on bank note (Firstar)

(100,000)

-Payment of Financing costs

(87,500)Net proceeds from notes payable

344,475

-Principal payment on notes payable

(1,667)

-Proceeds from capital investment

65,782

15,829Issuance of warrants

210,525

-Principal payment on loans

(60,000)

-Proceeds from subscribed shares

121,000

-Payments on
    affiliate loans

(40,052)

12,586Net cash provided by financing activities
775,563

28,415Net increase in cash

20,129

156,586Cash balance - Beginning of period

199,319

16,204Cash balance - End of period

$     219,448

$     172,790Supplemental Disclosure of Cash Flow InformationInterest paid

$       22,747

$         1,042Income taxes paid

$               -

$               -The accompanying notes are an integral part of these consolidated financial statements




































NetCare Health Group Inc.

Notes to Consolidated Financial Statements

For the Three Months ended March 31, 2002

**Note 1. Description of Business**

NetCare Health Group, Inc. ("the "Company" or "Group") is a Delaware corporation
conducting business principally through its NetCare Health Services, Inc. ("Services")
subsidiary. Services contracts with independent long-term care facilities principally located
in Connecticut to provide pharmaceuticals and nutritional products as prescribed by doctors
to patient residents of the facilities. Income is generated on a prescription by patient basis
and direct billed to Medicare, Medicaid, health insurance providers and/or to the patient
depending on the insurance status of the patient. Revenue is principally derived from
Medicare, Medicaid and Insurance billings and is recognized in the period the products are
provided.  Services also contracts to provide pharmacy consulting and medical records
services to the same facilities on a fixed price per patient bed.  Revenue from these
services is recognized in the period the services are provided.

**Note 2. Summary of Significant Accounting Policies**

The accompanying unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B.  Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United State of America for
complete financial statements.  In the opinion of management of NetCare Health Group,
Inc., the interim data includes all adjustments that are necessary for a fair statement of the
results of the interim periods presented.  All adjustments made in the interim statements are
of a normal recurring nature.  Operating results for the three months ended March 31, 2002
are not necessarily indicative of the results that may be expected for the year ending
December 31, 2002.

The balance sheet at December 31, 2001 has been derived from the audited financial
statements at that date but does not include all of the information and footnotes required by
accounting principles generally accepted in the United State of America for complete
financial statements.  These financial statements should be read in conjunction with the
financial statements and footnotes in the Company's Current Report on Form 8-K dated
February 15, 2002 and April 23, 2002 and with Digital Commerce International, Inc.'s annual
report on Form 10-K for the year ended October 31, 2001.

Use of estimates:  The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America requires
management to make certain estimates and assumptions that affect reported amounts of
assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from these
estimates.



















NetCare Health Group Inc.

Notes to Consolidated Financial Statements

For the Three Months ended March 31, 2002

**Note 2. Summary of Significant Accounting Policies (continued)**


Inventories:  Inventories, which consist of pharmaceuticals and nutritional products,
are stated at the lower of cost (first-in, first-out method) or market.

Property and Equipment:  Depreciation is calculated on a straight-line basis over the
useful lives of the assets of either five or seven years.

Income taxes:  The Company recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and liabilities using the
enacted tax rates and laws that are expected to be in effect when the differences are
expected to be recovered.  Realization of the net deferred tax asset is dependent on
generating sufficient taxable income prior to their expiration.  Although realization is not
assured, the Company believes it is more likely than not that the net deferred tax asset
of Services will
be realized.  The amount of the net deferred tax asset considered realizable, however,
could be reduced in the near term if estimates of future taxable income during the
carryforward period are reduced.

Shares and per share data: On April 16, 2002, the Company effectuated a 25-for-1 reverse split of its
common stock.  The financial statements, notes and other references to share and per-share
data reflect the reverse stock split for all periods presented.  As more fully described below,
the Company is considered the successor for accounting purposes to Services.  As a
consequence, references to share and per-share data prior to the January 31, 2002 merger
reflect Services' shares multiplied by the number of Group shares that was received by
Services' shareholder for each share of Services.

**Note 3. Earnings (loss) per Share**



On April 16, 2002, the Company effected a 25-for-1 reverse split of its common stock.  The weighted
average common shares outstanding (adjusted for the reverse split) used in the computation of
basic earnings (loss) per share was 41,742,572 in the first quarter 2002 and 32,564,238 in the first
quarter 2001.



Diluted earnings (loss) per share was equal to basic earnings (loss) per share as all potentially
dilutive instruments were anti-dilutive in the periods presented.  Such potentially dilutive instruments
included 324,500 warrants outstanding, each giving the holder the right to purchase one share of
common stock in exchange for $.05 and 62,000 options with exercise prices ranging from
$12.50 to $25.00 and a weighted average of $17.25.





















NetCare Health Group Inc.

Notes to Consolidated Financial Statements

For the Three Months ended March 31, 2002

**Note 4. Notes Payable**

During the first quarter of 2002, the Company borrowed $585,000 from four investors
resulting in net proceeds of $482,500.  Approximately $210,000 of these proceeds were
used for advances to various affiliates of the Company.  The loans bear interest at a rate of
11% per annum and, commencing March 2002, each is payable at the option of the holder
in monthly installments of interest only and in full in February 2005 or in 12 equal monthly
installments of principal plus interest.  The loans are secured by all of the assets of the
Company.  Two of the investors, holding $150,000 of the note principal, have elected to be
paid in monthly installments of principal plus interest.

The loans are convertible into shares of common stock of the Company at a conversion
price equal to 100% of the average closing bid price of the common stock of the Company
for the five trading days immediately preceding the end of the prior calendar quarter.  In
April 2002, $415,000 of these loans were converted into common shares of the Company at
$1.00 per share.

In conjunction with this financing transaction, the Company capitalized $190,000 in deferred
financing costs and recorded $123,025 in notes payable discounts; both of which are being
amortized, on the interest method, over the term of the financing.  At March 31, 2002,
$8,483 of such costs and discount have been amortized.

**Note 5. Firstar Note**

In February 2002, the Company acquired a promissory note, through a wholly-owned subsidiary,
from Firstar Bank N.A. ("Firstar Note") with a face value of $750,000 for the amount of  $323,000,
$100,000 of which was paid in cash and the remainder, $223,000, is due in five monthly payments
commencing March 25, 2002.  The Firstar Note is principally collateralized by the assets of Service
Script, Inc., a Kentucky corporation.

The Company has paid the first monthly payment and is delinquent in the second payment due on
April 25, 2002.  Should all required payments not be made on a timely basis, Firstar Bank may
terminate this agreement at its sole discretion, retain all payments made by the Company and the
Company waives its "ownership interest in the Firstar Note.  The Company has not received any
notification from Firstar Bank of its intent to enforce this action.























NetCare Health Group, Inc.

Notes to Consolidated Financial Statements

For the Three Months ended March 31, 2002

**Note 6. Contingencies and Legal**

In February 2001, the Company had received notification from legal counsel representing a
former delivery service, Medical Logistics, Inc ("MLI") that it is in breach of its contract and
owes MLI $77,133 for services provided to the Company.  The Company has contested
these charges as excessive, but nevertheless has recorded this amount in its accounts
payable as invoiced by MLI. Discovery requests have not been responded to by MLI and it
is the intent of the Company to institute a motion to compel the responses.

A former pharmaceutical supplier to the Company, Neuman Distributors, Inc. ("Neuman") is owed
$34,233 for unpaid invoices.  The Company had recorded this full amount in its accounts payable.
In November 2001, a settlement was reached with Neuman in the amount of $25,000 with payment
in nine equal monthly payments commencing on December 1, 2001.  The realization of the reduction
of this liability is contingent upon the Company meeting the payment schedule on a timely basis.  All
scheduled monthly payments to date have been made by the Company.

**Note 7. NetCare Health Services, Inc. Merger**


In January 2002, Services completed a merger with the Company.  The Company had
traded on the OTC under the symbol THBK and, in April, 2002, changed the name of the
parent company in the consolidating group to NetCare Health Group, Inc. and its trading
symbol on the OTC to NCGH.

Services' sole shareholder exchanged all of its shares to the Company in exchange for
70%, subject to various downward adjustments, of the number of shares of common stock
of the Company outstanding on a fully diluted basis, a total of 32,564,238 shares (adjusted
for the April 16, 2002 25-for-1 reverse split).  This meant that for each share of Services, the
shareholder received 325,642.38 post reverse split shares of Group.

.

Although Group is the legal parent company, the merger has been treated as a recapitalization of
Services.  Services is the continuing entity for financial reporting purposes.This means that the
financial statements are prepared as if Services had always been the Company and then on the
merger date changed its name and reorganized its capital stock.  In addition, the merger resulted in
severe limitations being placed on the use of Group's net operating loss carryovers.  The merger
transaction resulted in the Company effectively assuming $72,257 of net liabilities ($115,000 of
assets received and $187,257 of liabilities assumed) and has been recorded as though it was a
distribution to RxLTC who had received $250,000 from DCI prior to the merger.

























NetCare Health Group, Inc.

Notes to Consolidated Financial Statements

For the Three Months ended March 31, 2002

**Note 8. Subscribed Shares**

In March 2002, the Company received $121,000 from an existing shareholder in exchange for
executing a subscription agreement for 880,000 shares of its common stock.

**Note 9. Concentrations**

The Company contracts its services individually with each long-term care facility.  These facilities
vary in size from 75 to 300 patient beds.  At December 31, 2001, the Company was servicing 1,618
patient beds, 56% of which were under individual contracts with long-term care facilities operated by
Lexington HealthCare Group, Inc. ("Lexington").  At December 31, 2001, receivables totaling
$416,494, net of reserves were outstanding from Lexington and the Company is exposed to loss of
revenues in the event that Lexington contracts with a competitor for all of its business or were to
cease operations.  Lexington has reported substantial losses in its fiscal year ended June 30, 2001
and in the previous two fiscal years.  As of June 30, 2001 Lexington also reported a substantial
working capital deficiency and an excess of liabilities over assets and that it was not in compliance
with certain financial covenants on its line of credit agreement which may be considered an event of
default.  Lexington has further reported in its June 30, 2001 financial statements that it is unable to
satisfy its trade creditors in the ordinary course of business and that these conditions raise serious
doubt about Lexington's ability to continue as a going concern.  Lexington's management has
announced a turnaround plan that includes negotiating settlement plans with trade creditors.
Lexington's management hopes to return to profitability by mid 2002.



At March 31, 2002, receivables totaling $425,458, net of reserves were outstanding from Lexington.
The estimated loss on the accounts receivable from Lexington that the Company believes is
probable is included in the allowance for doubtful accounts.  Due to the uncertainties involved in
Lexington's ability to pay its obligations, it is at least reasonably possible that the Company's
estimate of the outcome will change materially in the next year.  The reasonably possible extent of
such change would range from a gain of $338,540 to a loss of $425,458.



In March 2002, the Company suspended service to approximately 900 residents in facilities
operated by Lexington.  The Company believes that the number of residents serviced may be
permanently reduced based on current discussions with Lexington.  If the number of residents
serviced by the Company are decreased and not replaced or if Lexington is unable or unwilling to
pay its obligations to the Company, then there would be a material adverse affect on the Company's
operations and financial condition.  The Company intends to acquire additional contracts with other
long-term care facilities during 2002.



.

















NetCare Health Group, Inc.

Notes to Consolidated Financial Statements

For the Three Months ended March 31, 2002

**Note 9. Concentrations (continued)**

The Company purchases a substantial amount of its pharmaceuticals from a single supplier.  Such
purchases represented approximately 99% of its total pharmaceutical purchases during the three
months ended March 31, 2002 and 2001; amounts outstanding in accounts payables totaled
$345,288 to this unaffiliated vendor at March 31, 2002 and $ 436, 471 at
December 31, 2001.  The Company is seeking to negotiate
purchase contracts with other suppliers on terms at least as favorable as its current contract.

The Company maintains cash deposits with major banks which from time to time may
exceed federally insured limits.  Substantially all of the cash included in the March 31,
2002 and December 31, 2001 balance sheets was on deposit with one bank.  The Company periodically assesses the
financial condition of the institutions and believes that the risk of any loss is minimal.

**Note 10. Income Taxes**



At December 31, 2001, Services had approximately $139,000 in federal and state tax loss
carryforwards  which will begin to expire in year 2020.  These loss carryforwards can only
be used to offset the future taxable income of Services and cannot be utilized to offset
taxable income generated by Group or other subsidiaries of the Company. In addition, at
October 31, 2001, Group had net operating loss carryforwards of  approximately
$4,300,000 which has been fully reserved for with valuation allowances as of
March 31, 2002 .  Because of the change in ownership occurring at the merger date only a very
limited portion of the Group carryforward can be used in any one tax year.



**Note 11. Subsequent Events**

In May 2002, the Company received $147,600 from two shareholders of the Company in
exchange for a demand note without interest.

**Item 2. Management's Discussion and Analysis or Plan of Operations**



CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS



This report may include forward-looking statements.  The Company has based
these forward-looking statements on its current expectations and projections about
future events.  Forward-looking statements can be identified in this report based
upon the usage of such words or phrases as "anticipate", "believe", "estimate",
"expect", "intend", "may be", "objective", "plan", "predict", "project" and "will be" and
similar words or phrases, or the negative thereof.

These forward-looking statements are subject to numerous assumptions, risks and
uncertainties.  Factors which may cause the Company's actual results, performance
or achievements to be materially different from any future results, performance or
achievements expressed or implied by the Company in those statements includes,
among others: changes in Medicare, Medicaid and certain private payors'
reimbursement levels; existing government regulations, including applicable health
care, tax and health and safety regulations, and changes in, or the failure to comply
with, governmental regulations or the interpretations thereof; legislative proposals
for health care reform; competition and general economic and business conditions;
the ability to attract and retain qualified personnel; changes in current trends in the
cost and volume of general and professional liability claims and other litigation.

Although the Company believes the expectations reflected in its forward-looking
statements are based upon reasonable assumptions, it can give no assurance that it
will attain these expectations or that any deviations will not be material.  Except as
otherwise required by the federal securities laws, the Company disclaims any
obligations or undertaking to publicly release any updates or revisions to any
forward-looking statement contained in this report to reflect any change in its
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

Results of Operations ­

Three Months Ended March 31, 2002 Compared To Three Months Ended March 31,
2001


Revenues

Total revenues decreased by approximately $297,000 or 16 percent during the three
months ended March 31, 2002 as compared with the three months ended March 31,
2001.  This decrease in revenues is attributable to an overall reduction in patients
serviced during March 2002 as a result of suspension of service to Lexington
HealthCare Group, Inc. facilities.

The number of patients
serviced by the Company was 685 at March 31, 2002 as
compared with 1,443 at March 31, 2001.  During the three months ended March 31,
2002 and 2001, the average number of patient serviced was 1,192 and 1,449 but
the peak number of patients serviced was 1,629 and 1,457, respectively.


Gross Margins

During the three months ended March 31, 2002, gross margins
decreased to 30.4%
from 31.4% during the three months ended March 31, 2001.  This decrease is
primarily attributable to a shift in the sales mix whereby the higher margin product
sales declined as a percentage of total sales in 2002 as compared with the same
period in 2001.

Operating Income (Loss)

The three months ended March 31, 2002 had an operating loss of $(297,861) as
compared with operating income of $11,146 during the three months ended March
31, 2001.  This decrease in operating income of approximately $309,000 was
primarily a result of increased spending in operations of $48,638, general and
administrative expenses of $61,817, legal and professional fees of $35,451 and
shareholder consulting expenses of $49,953 coupled with a decrease in gross
margins of $108,331.  The Company experienced higher spending levels during the
three months ended March 31, 2002 in all areas as a result of servicing over 1,600
patients in the January and February of 2002 as compared with approximately 1,450
during the same period in 2001.  In addition, the Company was still in the process of
completing its merger with a public company and as a result, has been spending a
significant amount of effort in operational, financial and legal reviews.  Additionally,
the Company was staffed with a chief operating officer and a chief financial officer
during the three months ended March 31, 2002 while in the comparable period
during 2001, the Company had only employed a chief operating officer during the
last six weeks of the period.

During the three months ended March 31, 2002, the Company was completing its
initial restructuring of the business which commenced in the latter part of February
2001.  As a result, the three months ended March 31, 2002 included $65,782 of
shareholder consulting expenses as compared with $15,829 for the three months
ended March 31, 2001, an increase of $49,953.  These expenses, although incurred
by a shareholder of the Company, are required to be charged to the operations of
the Company and treated as a capital contribution.

Interest expense

Interest expense increased by $25,928 to $39,556 during the three months ended
March 31, 2002 as compared with the same period during 2001.  This increase is
principally as result of finance charges from a supplier of products to the Company
coupled with interest expense on financing received during the three months ended
March 31, 2002.

**Liquidity and Capital Resources**

Cash Flows.  During the three months ended March 31, 2002, the Company
satisfied its cash requirements principally from external financing.  Cash flows used
by operating activities were $(432,434) for the three months ended March 31, 2001,
a decrease of $560,605 from the three months ended March 31, 2001.  A net loss of
$210,885 coupled with cash outlays to affiliated companies of $210,841 is primarily
the cause of this reduction. Cash flows from investing activities were $(323,000)
during the three months ending March 31, 2002 resulting from the purchase of a
promissory note from Firstar Bank.  Cash flows from financing activities were
$775,563 during the three months ended March 31, 2002 as compared with $28,415
for the three months ended March 31, 2001, an increase of $747,148.  This
increase is primarily attributable to net proceeds received from notes issued to four investors totaling
$344,475, proceeds from the sale of common stock subscriptions totaling $121,000,
new debt of $323,000 associated with the Firstar note acquisition and contribution of
capital of $65,782 by a shareholder and $210,525 in warrant issuances offset by
approximately $200,000 in loan and note payments, and $87,500 in financing
costs. During April 2002, $415,000 of debt, excluding discounts incurred in the
$344,475 of net financing was
converted to 415,000 common shares of the Company. If two of said stockholder do
not realize gross proceeds from the sale of shares of common stock of the
Company held by such holders, including the sale of shares issuable upon exercise
of the warrants granted thereto, of the total investment they would have received if
they did not convert their notes to equity, the Company will, at its option, either pay
the difference or issue the stockholders additional shares of stock.  The Company
has the right to purchase all the equity of the Company owned by such investors.
None of these investors, nor any of such debtholders, are affiliates of the Company.

The Company needs to immediately raise additional financing of at least
$900,000.
The Company believes that cash flows from operations will not be sufficient to cover
debt payments, future capital expenditures and operating needs during the next six
months.  The Company needs to raise additional financing either through debt,
equity or a combination of both. The sale of additional debt or equity securities could
result in dilution to the Company's shareholders.  There can be no assurance that
financing will be available in amounts required or on terms acceptable to the
Company, if at all.  In the event that such financing is not available, then the
Company may be required to curtail or cease its operations.

**PART II**

**OTHER INFORMATION**

**Item 1. Legal Proceedings**

In February 2001, the Company had received notification from legal counsel
representing a former delivery service, Medical Logistics, Inc ("MLI") that it is in
breach of its contract and owes MLI $77,133 for services provided to the Company.
The Company has contested these charges as excessive, but nevertheless has
recorded this amount in its accounts payable as invoiced by MLI. Discovery requests
have not been responded to by MLI and it is the intent of the Company to institute a
motion to compel the responses.

A former pharmaceutical supplier to the Company, Neuman Distributors, Inc.
("Neuman") is owed $34,233 for unpaid invoices.  The Company had recorded this
full amount in its accounts payable.  In November 2001, a settlement has been
reached with Neuman in the amount of $25,000 with payment in nine equal monthly
payments commencing on December 1, 2001.  All scheduled monthly payments
have been made by the Company.

**Item 2. Changes in Securities**

(a)	None



(b)	None



(c )	As of January 31, 2002, the Company issued
32,564,238 shares of common
stock to RXLTC.com, LLC, the sole stockholder of NetCare Health Services,
Inc. pursuant to the terms and provisions of the Amended and Restated
Merger Agreement dated as of January 31, 2002, among the parties who
were signatories thereto. The issuance was made pursuant to an exemption
under Section 4(2) of the Securities Act of 1933, as amended.

In January 2002, the Company issued warrants to acquire shares at $.05 per
share to  investors who lent the Company an aggregate of $585,000. The
warrants expire in January 2004. The issuance was made pursuant to an
exemption under Section 4(2) of the Securities Act of 1933, as amended.

In March 2002, an
investor subscribed for 880,000 shares of common stock in consideration for $121,000. The issuance was made pursuant to
an exemption under Section 4(2) of the Securities Act of 1933, as amended.

**Item 3. Defaults Upon Senior Securities**

None

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

An information statement was distributed to the stockholders of the Company on or
about March 11, 2002, pertaining to (i) the filing of an amendment to the Company's
Certificate of Incorporation to (a) change the name of the Company from Digital
Commerce International, Inc. to NetCare Health Group, Inc.; (b) increase the
number of authorized shares of the common stock to 30,000,000 to 1,000,000,000
shares; (c) authorize up to 5,000,000 shares of "blank check" preferred" and (d)
effect a reverse stock split of the outstanding shares of not less than one for ten and
not more than one for forty; (ii) the adoption of the Company's 1999 Employee Stock
Option Plan and 2001 Employee Stock Option Plan for 4,000,000 and 15,000,000
shares, respectively; and (iii) the selection of the accounting firm of Marks Paneth &
Shron LLP as the Company's auditors for the year ending October 31, 2001.  The
amendments to the Company's Certificate of Incorporation effecting the changes
described above, other than the reverse stock split, occurred on April 5, 2002, and
the one for twenty-five reverse stock split took effect on April 16, 2002.

**Item 5. Other Information**

Effective May 9, 2002, Dr. Jay Martinez is no longer an officer of NetCare
Health Services, Inc.

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

(a) 	None

(b)	On February 15, 2002 and on April 23, 2002 the Company filed a Report on
Form 8-K pursuant to its Amended and Restated Plan of Reorganization and
the merger with NetCare Health Services, Inc.





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.

Dated: May 22, 2002                                                                                                                
  NetCare Health Group, Inc.

(Registrant)

By: /s/ Edward Foster

Edward Foster, Chief Executive Officer

and President