<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 four months ended: December 31, 1999

Commission File Number: 0-11419

FAMILY HEALTH SYSTEMS, INC.
------------------------------------------------------
(Exact Name of Registrant as specified in its Charter)

DELAWARE                                  22-2435595
-------------------------------           ------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

POST OFFICE BOX 21238, ST. SIMONS ISLAND, GEORGIA    31522-0738
-------------------------------------------------    ----------
Address of Principal executive offices of            Zip Code
         Incorporation or organization

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 December 31, 1999, 3,161,702 shares of the Registrant's Common Stock were
issued and 2,006,757 shares of the Registrant's Common Stock were outstanding
and the estimated aggregate market value of the Registrant's outstanding common
stock held by non-affiliates of the Registrant was approximately $165,000.






<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

Item 5.  Other information:
                  NONE



<PAGE>   3


Item 6.  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, 1997, 1998 and 1999.

HOLDERS:

         As of December 31, 1999, 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 7.  SELECTED FINANCIAL DATA:

         The following data, insofar as it relates to the period September 1,
         1998 to December 31, 1999 has been derived from annual financial
         statements, including the balance sheets at December 31, 1999 and
         August 31, 1999 and 1998 and the related statements of income and cash
         flows for four months ended December 31, 1999 and the years ending
         August 31 1998 and 1999 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>

                                                    Four months
                                                        1999           1999             1998
                                                    -----------      ---------       ---------

         <S>                                         <C>             <C>              <C>
         Operating Revenues                          $    Nil        $    Nil         $    Nil

         Income (loss) from continuing
              Operations                             $(57,505)       $ 60,821         $(57,333)

         Income (loss) from continuing
         operations per share                        $ (.0287)       $  .0303         $( .0286)
         Current assets                              $140,832        $169,451         $165,488


</TABLE>
<PAGE>   4
<TABLE>
<CAPTION>

                                                    Four months
                                                        1999           1999             1998
                                                    -----------      ---------       ---------

         <S>                                         <C>             <C>              <C>
         Working Capital                             $ 78,599        $ 34,665         $163,495

         Total Assets                                $225,719        $300,749         $187,163

         Stockholders' equity                        $163,486        $220,991         $185,170

</TABLE>


Item 8. 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. Losses from sales of stocks for the
                  four months ending December 31, 1999 aggregated $(37,547).

         (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 9. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The following documents are filed as part of this report:

<TABLE>
<CAPTION>

         <S>                                                                           <C>
         (1)Independent Auditor's Report on the Financial Statements                    F-1
         (2)Financial statements:
              Balance Sheet as of December 31, 1999                                     F-2
              Statement of income for the four months ending December 31, 1999          F-3
              Statement of Stockholders' Equity (deficit) for Four months ended
                  December 31, 1999
              Statement of cash flows for the four months ending December 31, 1999      F-4
              Notes to Financial Statements                                             F-5

</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 10. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL MATTERS

                       NONE




<PAGE>   5

Item 11. 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 December 31, 1999:

         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 12. 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 December 31, 1999 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 December 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 13. 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 December 31, 1999.

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

         Changes in Control:




<PAGE>   6

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

Item 14. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Transactions with Management and Certain Business Relationships.

                                    NONE

         Indebtedness of Management

                                    NONE

Item 15. OTHER

         Exhibit 27 - Financial Data Schedule




<PAGE>   7



                                   SIGNATURES

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 06/23/00                        /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





                          INDEPENDENT AUDITOR'S REPORT




To the Board of Directors
Family Health Systems, Inc.
St. Simons Island, Georgia


We have audited the accompanying balance sheets of Family Health Systems, Inc.
as of December 31, 1999 and the related statements of income, stockholders'
equity (deficit), and cash flows for the four months ended December 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the overall accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Family Health Systems, Inc. as
of December 31, 1999 and the results of its operations and its cash flows for
the four months ended December 31, 1999 in conformity with generally accepted
accounting principles.


MOORE STEPHENS TILLER LLC

Brunswick, Georgia
May 23, 2000




<PAGE>   10




                                   EXHIBIT F-2


                           FAMILY HEALTH SYSTEMS, INC.

                                  BALANCE SHEET
                                December 31, 1999

<TABLE>
<CAPTION>

<S>                                                                             <C>
ASSETS
         Cash                                                                   $    41,758
         Marketable securities                                                       99,074
                                                                                -----------
                  Total current assets                                              140,832
                                                                                -----------

         Other receivables                                                           60,512
                                                                                -----------

         Investment in closely-held company                                          24,375
                                                                                -----------

                  Total Assets                                                  $   225,719
                                                                                ===========


LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

         Cash overdraft - Investment margin account                             $    23,333
         Accounts payable                                                            13,900
         Note payable                                                                25,000
                                                                                -----------
                                                                                     62,233
                                                                                -----------


         Common Stock                                                                 3,351
         Paid in capital                                                          2,673,705
         Retained earnings (deficit)                                             (2,513,570)
                                                                                -----------
                                                                                    163,486
                                                                                -----------

                  Total Liabilities and stockholder's equity (deficit)          $   225,719
                                                                                ===========


</TABLE>




See Notes to Financial Statements.



<PAGE>   11


                                   EXHIBIT F-3

                           FAMILY HEALTH SYSTEMS, INC.

                               STATEMENT OF INCOME
                       Four months Ended December 31,1999

<TABLE>
<CAPTION>

<S>                                                                   <C>
Revenues                                                              $       NIL

Expenses
     Auto expense                                                             109
     Miscellaneous                                                            189
     Office Supplies                                                          353
     Postage                                                                   66
     Professional Fees                                                     17,900
     Publications                                                              62
     Telephone                                                                 80
     Travel                                                                 1,199
                                                                      -----------

                                                                           19,958
                                                                      -----------

     Operating income (loss)                                              (19,958)
                                                                      -----------

Other income (expense)
     Capital gains (losses) on available-for-sale securities              (37,547)
                                                                      -----------

     Net Income(Loss)                                                     (57,505)

Retained earnings (deficit), beginning                                 (2,456,065)
                                                                      -----------

Retained earnings (deficit), ending                                   $(2,513,570)
                                                                      ===========

</TABLE>









See Notes to Financial Statements.



                                       1
<PAGE>   12

                                   EXHIBIT F-4


                           FAMILY HEALTH SYSTEMS, INC.

                  STATEMENT OF STOCKHOLDERS' EARNINGS (DEFICIT)
                       Four months Ended December 31,1999


<TABLE>
<CAPTION>

                                                                      Additional          Retained
                                                         Common         Paid-In           Earnings
                                                          Stock         Capital           (Deficit)          Total
                                                       -----------      -----------      -----------       -----------
<S>                                                    <C>              <C>              <C>               <C>
Balance, August 31, 1998 as previously reported        $     3,351      $ 2,673,705      $(2,491,886)      $    85,170

     Adjustment applicable to re-establishment of
        note
        Payable for liability written off  in a
         prior year                                             --               --          (25,000)          (25,000)
                                                       -----------      -----------      -----------       -----------

Balance, August 31, 1998, as restated                        3,351        2,673,705       (2,516,886)          160,170

     Net income (loss) for year ending
        August 31, 1999                                         --               --          (57,505)          (57,505)
                                                       -----------      -----------      -----------       -----------

Balance, August 31, 1999                                     3,351        2,673,705       (2,456,065)          220,991

     Net income (loss) for four months ended
        December 31, 1999                                       --               --          (57,505)          (57,505)
                                                       -----------      -----------      -----------       -----------

Balance, December 31, 1999                             $     3,351      $ 2,673,705      $(2,513,570)      $   163,486
                                                       ===========      ===========      ===========       ===========




</TABLE>






See Notes to Financial Statements.
<PAGE>   13
                                   EXHIBIT F-5

                           FAMILY HEALTH SYSTEMS, INC.

                             STATEMENT OF CASH FLOWS
                       Four Months Ended December 31,1999

                                                               1999
                                                           ---------
CASH FLOWS FROM OPERATING ACTIVITIES
     (USED IN) OPERATING ACTIVITIES
     Net income (loss)                                     $ (57,505)
     Adjustments to reconcile net income (loss) to
         (Gain) loss on sale of investments                   37,547
     Change in working capital components
         Increase (decrease) in accounts payable              13,900
         (Increase) decrease in trade receivables                688
                                                           ---------

            Net cash (used in) operating activities           (5,370)
                                                           ---------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from sale of investments                       124,979
     Purchase of investments                                 (95,554)
     Advances made to drilling company                        (9,090)
     Repayment of advances by drilling company                63,000
     Investment in closely-held company                        7,500
                                                           ---------

     Net cash provided by investing activities                75,835
                                                           ---------
     Net increase in cash                                     70,465

Cash:
     Beginning (overdraft)                                   (52,040)
                                                           ---------

     Ending                                                $  18,425
                                                           =========

Cash:
     Cash - operating                                      $  41,758
     Cash - Money Market (overdraft)                         (23,333)
                                                           ---------

                                                           $  18,425
                                                           =========



See Notes to Financial Statements.


<PAGE>   14


                                   EXHIBIT F-6

                           FAMILY HEALTH SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                       Four Months Ended December 31, 1999

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.       CHANGE IN ACCOUNTING YEAR

         The Company has elected to change its accounting year from a fiscal
         year ending August 31 to a calendar year ending December 31. The change
         results in a short accounting year of four months ended December 31,
         1999.

3.       OTHER RECEIVABLES

         The Company is currently advancing funds to a going concern involved in
         pumping water into otherwise non-productive or low production oil wells
         and extracting the raw crude oil. These advances are non-interest
         bearing with no stated method of repayment and are not evidenced by a
         note. Advances made during the four months ended December 31, 1999
         $2,800. Repayments of advances in the amount of $63,000 were made
         during the four months ended December 31, 1999.




<PAGE>   15


         In addition, the Company made advances during the year ending August
         31, 1999 in connection with a natural gas drilling operation in West
         Virginia. The drilling operations are on acreage adjoining a producing
         natural gas field. Advances made to the Company during the four months
         ended December 31, 1999 aggregated $2,090. No repayments have been
         received.

         Advances were also made to a formerly dormant corporation during the
         four months ended December 31, 1999. This advance is not evidenced by a
         note and bears no rate of interest or method of repayment. The amount
         advanced during the four months ended December 31, 1999 aggregated
         $5,000.

         Additionally, advances of $2,000 were made to another going concern in
         the oil and gas industry.

4.       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
         December 31, 1999 due to all unrealized losses being realized in the
         write-down to cost.

         At December 31, 1999, 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.


         Investments in securities are summarized below:

                                              Unrealized   Unrealized    Fair
                  Description                    Gain         Loss       Value
                  -----------                 ----------   ----------   ------

         December 31, 1999:
            Available-for-sale securities:
              Common Stock                    $    --      $    --      $99,074
                                              -------      -------      -------
5.       INCOME TAXES

         As of December 31, 1999, FHS has net operating loss carryforwards of
         approximately $1,833,707, which expire under current law from 2000
         through 2013. FHS also has investment tax credit carryforwards expiring
         in 2000.



<PAGE>   16

6.       DEFERRED INCOME TAXES

         Temporary differences giving rise to the deferred tax accounts consist
         primarily of the net operating loss carryforwards, capital loss
         carryforwards and investment tax credit carryforwards.

         The deferred tax benefit and deferred tax liability comprised the
         following at December 31, 1999:

                                                           December 31,
                                                               1999
                                                           ------------
             Deferred tax benefit:
               Net operating loss carryforwards             $ 579,848
               Capital loss carryforwards                      17,070
               Investment tax credit carryforwards             11,190

               Value allowance                               (608,108)
                                                            ---------
               Net deferred tax benefit                     $      --
                                                            =========

         The change in valuation allowance for the four months ended December
         31, 1999 aggregated $201,895 largely due to expiration of tax
         carryforwards.

7.       RELATED PARTY TRANSACTIONS

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

8.       EARNINGS PER SHARE

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


                                                            December 31,
                                                                1999
                                                            ------------
              Income (loss) available to common
                stockholder                                 $  (57,505)

              Weighted average number of common
                shares used in basic EPS                     2,006,757
                                                            ----------
              Earnings per common share                     $  (0.0287)
                                                            ==========

<PAGE>   17

9.       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.

10.      PRIOR PERIOD ADJUSTMENT

         The Company discovered during a review of old records a liability
         determined to be valid which had been written off in a prior year. The
         liability was re-established through a prior period adjustment charged
         to retained earnings at August 31, 1998. The amount of the liability
         was $25,000 and has been settled subsequent to December 31, 1999
         through the issuance of 18,000 shares of common stock and a cash
         payment of $5,000.

11.      SUBSEQUENT EVENT

         Subsequent to December 31, 1999, the Company sustained losses in the
         stock market from options purchased due to a devaluation of
         technologies stocks within the stock market. The losses aggregated
         $160,797 at March 31, 2000 and reduced the value of marketable
         securities to $23,578. Management for the Company represents the value
         of their remaining portfolio is expected to increase to recover these
         losses.

12.      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 December 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.