<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C 20459

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

                                   FORM 10-K

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF

                      THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year Ended:  August 31, 1997

Commission File Number:  0-11419

Family Health Systems, Inc.
---------------------------------------------------------------
(Exact Name of Registrant as specified in its Charter)

<TABLE>
<S>                                                                <C>
Delaware                                                           22-2435595
--------------------------------------------------                 --------------------------------------------------
(State or other jurisdiction of incorporation or                   (I.R.S. Employer Identification No.)
         organization)

Post Office Box 21238, St. Simons Island, Georgia                  31522-0738
--------------------------------------------------                 -----------------------------------------------
Address of Principal executive offices of                          Zip Code
         Incorporation or organization
</TABLE>

912-634-2584
-----------------------------------------------
Registrants telephone number, including area code

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 and 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 last 90 days.

         YES [ ]                                     NO [X]

At August 31, 1997, 3,161,702 shares of the Registrant's Common Stock were
issued 2,006,757 were outstanding and the estimated aggregate market value of
the Registrant's outstanding common stock held by non-affiliates of the
Registrant was approximately $260,053.


<PAGE>   2


Item 1.  Management's Discussion and Analysis of Financial Condition and
         results of operation

         (A)      General Development of Business.

                  Family Health Systems, Inc. (FHS or REGISTRANT), a Delaware
                  corporation, was incorporated on January 20, 1983. The
                  Registrant was formed to provide comprehensive business
                  services to physicians, dentists and professional
                  corporations operating full service dental centers and
                  emergency/industrial medical centers. FHS found this activity
                  to be unprofitable and it exited the business service
                  activity in fiscal year 1987 and became engaged in the
                  formation, registration, distribution and sale of
                  developmental stage companies. FHS has no activities other
                  than investment portfolio management at this time.

         (B)      Description of business:

                  The Registrant is currently inactive in the formation of
                  subsidiaries, by registration of those stocks through filing
                  with the SEC, and is seeking a merger or business combination
                  for itself.

         (C)      Competition.
                                      NONE

         (D)      Employees
                                      NONE

Item 2.  Properties
                                      NONE

Item 3.  Legal Proceedings
                                      NONE

Item 4.  Submission of Matters to a Vote of Security Holders:
                                      NONE



<PAGE>   3


Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market information:
         The Registrant's common stock trades in the over-the-counter market.
         The Registrant's common stock was listed on the NASDAQ National Market
         System, under the symbol FHSI until November 26, 1986, at which time
         such listing was suspended until FHS assets and Net Worth were
         increased to the minimum required levels. FHS was reinstated on NASDAQ
         on April 2, 1987, but was again suspended on February 12, 1988 when
         its assets and net worth were below the NASDAQ minimum requirements.
         There has not been any trading of FHS common stock any listed exchange
         during calendar years 1995, 1996 and 1997.

HOLDERS:
         As of August 31, 1997, the approximate number of holders of record of
         the Registrant's common stock was 568. In addition to those who hold
         shares in their individual names, it is reported to Registrant that
         there are 267 holder's in "street names" for a total of 835
         shareholders.

DIVIDENDS:
         Cash dividends have not been paid by the Registrant since it was
         formed; however, Registrant has during past fiscal years paid stock
         dividends in it's wholly-owned subsidiaries from 1987-1988.

Item 6.  SELECTED FINANCIAL DATA:
         The following data, insofar as it relates to the period September 1,
         1995 to August 31, 1997 has been derived from annual financial
         statements, including the balance sheets at August 31, 1997 and 1996
         and the related statements of income and cash flows for the years
         ending August 31 1995 through 1997 and notes thereto appearing
         elsewhere herein. This financial data should be read in conjunction
         with the financial statements of the Company and the related notes
         thereto included in Item 8 of this Annual Report.

<TABLE>
<CAPTION>
                                                         1997              1996             1995
                                                         ----              ----             ----

         <S>                                         <C>               <C>              <C>
         Operating Revenues                          $ 231,549         $  52,368        $    Nil

         Income (loss) from continuing               $ 198,790         $  34,941        $    Nil

         Income (loss) from continuing
         operations per share                        $    .167         $    0183        $    Nil

         Current assets                              $ 139,251         $  84,943        $    Nil
</TABLE>


<PAGE>   4


<TABLE>
         <S>                                         <C>               <C>              <C>
         Working Capital                             $ 121,701         $     Nil        $     Nil

         Total Assets                                $ 260,053         $  84,943        $     Nil

         Stockholders' equity                        $ 242,503         $  84,943        $     Nil
</TABLE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATION

         (a) Results of Operations.
                  The discontinuance in 1988 of the professional administrative
                  marketing business decreased revenues; however, it also
                  decreased liabilities and the risk of potential liabilities.
                  The only income presently is gains and losses from sales of
                  stock in the marketplace.

         (b) Financial Condition, Liquidity and Capital Resources.
                  Management does not expect that the condition of FHS can be
                  improved unless it can form a business relationship between
                  it and another going concern.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The following documents are filed as part of this report:

<TABLE>
         <S>                                                                     <C>
         (1)Financial statements:
             Balance Sheet as of August 31, 1997                                 F-1
             Statement of income for the year ending August 31, 1997             F-2
             Statement of cash flows for the years ending August 31, 1997        F-3
             Notes to Financial Statements                                       F-4
</TABLE>

All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or other notes herein.

Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL MATTERS
                                      NONE


<PAGE>   5


Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table sets forth all the directors, executive officers
         and significant employees of the Registrant as of August 31, 1997:

         William S. Bryant           President
                                     Chief Executive Officer
                                     Treasurer
                                     Director

         Directors hold office until the next annual meeting of shareholders.
         Officers are elected by the Board of Directors following the Annual
         meeting of stockholders.

Item 11. EXECUTIVE COMPENSATION

         Cash compensation. The following table sets forth the actual cash
         compensation of any officer or director of the Registrant who received
         in excess of $60,000 in the fiscal year ended August 31, 1997 and the
         actual cash compensation of all officers and directors of the
         Registrant as a group for said fiscal year.

                  Officer or Director                           NONE
                  All Officers or Directors as a group          NONE

         Compensation of Directors:

         During the Registrant's fiscal year ended August 31, 1987, the
         Registrant passed a resolution that all officers and directors who
         attended meetings of the Board of Directors or Shareholders and who
         were not on other salary with FHS, would receive restricted shares of
         stock of FHS, equal to $500 per day. The number of shares to be
         determined by the bid price of the stock on the meeting date.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND
         MANAGEMENT

         The following table sets forth information regarding ownership of the
         Registrant's common stock by all persons who are known by the
         Registrant to own more than 5% of the total outstanding shares and by
         all officers and directors of the Company as of August 31, 1997.

         E.L. Carman                1,009,673 shares           53% ownership

         Changes in Control:

         Registrant is not aware of any arrangement which may result in a
         change of control of Registrant at present.


<PAGE>   6


Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Transactions with Management and Certain Business Relationships.
                                     NONE

         Indebtedness of Management
                                     NONE

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         (c) 27.1 Financial Data Schedule (for SEC use only)
<PAGE>   7


                                   SIGNATURES

Pursuant to the requirements of the Section 3 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



                          FAMILY HEALTH SYSTEMS, INC.

Date  06/09/2000             /s/ William S. Bryant
                          -----------------------------------------------------
                          William S. Bryant, President
                          Chief Financial Officer




Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.



Date  06/09/2000             /s/ William S. Bryant
                          -----------------------------------------------------
                          WILLIAM S. BRYANT, Director,
                          Chairman of the Board, President,
                          Chief Executive Officer,
                          Chief Financial and Accounting Officer
                          Treasurer


<PAGE>   8


                                    EXHIBITS

                             FINANCIAL INFORMATION


<PAGE>   9


                                  EXHIBIT F-1

                          FAMILY HEALTH SYSTEMS, INC.

                                 BALANCE SHEET
                                August 31, 1997


<TABLE>
<S>                                                                             <C>
ASSETS

         Cash                                                                   $       3,836

         Money Market                                                                 128,915

         Investments - Common Stocks                                                  120,802

         Trade Notes and Receivables                                                    6,500
                                                                                -------------
                  Total Assets                                                  $     260,053
                                                                                =============


LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

         Accounts Payable                                                       $      17,550
                                                                                -------------

         Common Stock                                                                  25,271
         Paid in capital                                                            2,651,785
         Retained earnings (deficit)                                               (2,434,553)
                                                                                -------------
                                                                                      242,503
                                                                                -------------
                  Total Liabilities and stockholder's equity (deficit)          $     260,053
                                                                                =============
</TABLE>


See Notes to Financial Statements.


<PAGE>   10


                                  EXHIBIT F-2

                          FAMILY HEALTH SYSTEMS, INC.

                              STATEMENT OF INCOME
                           Year Ended August 31, 1997


<TABLE>
         <S>                                                           <C>
         Revenues                                                      $       231,549
                                                                       ---------------

         Expenses
              Auto expense                                                         291
              Bad debt expense                                                   2,850
              Bank service charges                                                  49
              Office Supplies                                                      382
              Postage                                                              396
              Professional Fees                                                  2,651
              Publications                                                         320
              Telephone                                                          1,994
              Travel                                                            23,826
                                                                       ---------------

                                                                                32,759
                                                                       ---------------
              Net Income                                                       198,790

         Retained earnings (deficit), beginning                             (2,633,343)
                                                                       ---------------
         Retained earnings (deficit), ending                           $    (2,434,553)
                                                                       ===============
</TABLE>


See Notes to Financial Statements.


<PAGE>   11


                          FAMILY HEALTH SYSTEMS, INC.

                         NOTES TO FINANCIAL STATEMENTS
                           Year Ended August 31, 1997

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A.       NATURE OF BUSINESS -- Family Health Systems, Inc. ("FHS") was
                  organized to provide comprehensive administrative, marketing
                  and consulting services to group dental and medical practices
                  and began operations on May 1, 1983. Effective in October
                  1987, all administrative and marketing agreements had been
                  terminated and the Corporation has been inactive since that
                  time.

         B.       BASIS OF ACCOUNTING -- The Company's policy is to prepare its
                  financial statements on the accrual basis of accounting.

         C.       NET INCOME (LOSS) PER SHARE -- Net income (loss) per share
                  has been computed using the weighted average number of shares
                  of common stock outstanding during the applicable period.

         D.       ESTIMATES -- The process of preparing financial statements in
                  conformity with generally accepted accounting principles
                  requires the use of management's estimates and assumptions
                  regarding certain types of assets, liabilities revenues and
                  expenses. Such estimates primarily relate to unsettled
                  transactions and events as of the date of the financial
                  statements. Accordingly, upon settlement, actual results may
                  differ from estimated amounts.

2.       NOTES RECEIVABLE

         An advance was made to the majority stockholder of the Company during
         1998. This advance was evidenced by a note receivable in the amount of
         $6,500. The balance outstanding and unpaid at August 31, 1997 was
         $6,500.

3.       INVESTMENTS

         The Company investments in marketable equity securities are held for
         an indefinite period and thus are classified as available for sale.
         Available for sale securities are recorded at fair value in
         investments on the balance sheet, with the change in fair value during
         the period excluded from earnings and recorded in the equity section
         of the balance sheet. There were no unrealized holding gains or losses
         at August 31, 1997.

         At August 31, 1997, investments were written down to their estimated
         realizable values, because in the opinion of management, the decline
         in market value of those securities is considered to be other than
         temporary.


<PAGE>   12


         Investments in securities are summarized below:

<TABLE>
<CAPTION>
                                                          Gross          Gross
                                                        Unrealized     Unrealized         Fair
            Description                                    Gain           Loss            Value
--------------------------------------                  ----------     ----------       ---------

<S>                                                     <C>            <C>              <C>
August 31, 1997:
        Available-for-sale securities:
            Common Stock                                $        -     $        -       $ 120,802
                                                        ==========     ==========       =========
</TABLE>

4.       INCOME TAXES

         As of August 31, 1997, FHS has net operating loss carryforwards of
         approximately $2,412,611, which expire under current law from 1999
         through 2013. FHS also has investment tax credit carryforwards of
         $22,332 expiring in 2000.

5.       RELATED PARTY TRANSACTIONS

         The president and majority stockholder are reimbursed for travel
         expenses as incurred in the ordinary course of business.

         As mentioned in Note 2, the Company advanced $6,500 to the majority
         stockholder in 1997.

6.       EARNINGS PER SHARE

         The following data show the amounts used in computing earnings per
         share.

<TABLE>
<CAPTION>
                                                           1997
                                                        ----------

<S>                                                     <C>
Income (loss) available to common
   stockholders                                         $  198,790

Weighted average number of common
   shares used in basic EPS                              2,006,757
                                                        ----------

Earnings per common share                                   0.0991
                                                        ==========
</TABLE>


7.       CONCENTRATIONS OF CREDIT RISK

         The Company has outstanding accounts receivable from companies in oil
         and gas exploration industry which are considered speculative
         industries. Therefore, the Company has an industry concentration of
         credit risk in the oil and gas industry.


<PAGE>   13


8.       CONTINGENCY

         As disclosed in Note 1, the Company has been inactive in its operating
         business since 1987. As a result, several Forms 10-K and 10-Q have not
         been filed. The Company has since filed a notification of late filing
         with the Securities and Exchange Commission for reports 10-K and 10-Q
         due to be filed for the period August 31, 1997 to August 31, 1999 and
         is currently filing all late filings. Any liability resulting from the
         late filing is undetermined and is not reflected in these financial
         statements.


<PAGE>   14


To the Board of Directors and Stockholders
of Family Health Systems, Inc.

We were engaged to audit the accompanying balance sheet of Family Health
Systems, Inc. (a Delaware corporation) as of August 31, 1997, and the related
statements of income, retained earnings (deficit), and cash flows for the year
then ended. These financial statements are the responsibility of the Company's
management.

We were unable to confirm cost of certain investments at August 31, 1997. We
were unable to satisfy ourselves regarding book value of certain investments at
August 31, 1997 by other means.

Because we were unable to satisfy ourselves as to the historical cost of
certain investments, and we were unable to apply other auditing procedures
regarding investments assertions as discussed in the preceding paragraph, the
scope of our work was not sufficient to enable us to express, and we do not
express, an opinion on the financial statements referred to in the first
paragraph.


MOORE STEPHENS TILLER LLC

Brunswick, Georgia
February 20, 2000