SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

              [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ending December 31, 2001


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

                  For the transition period from _____ to _____


                         Commission File Number 0-26445


                        Access Health Alternatives, Inc.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


          FLORIDA                                       59-3542362
--------------------------------             ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                            2016 South Orange Avenue
                             Orlando, Florida 32806
                   ------------------------------------------

                                 (407) 423-4799
                       -----------------------------------
                 (Issuer's telephone number including area code)


<PAGE>


Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001
Par Value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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

Check if disclosure of delinquent filers in response to item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ X ]

State issuer's revenues for its most recent fiscal year: $186,211.

The aggregate market value of the common stock held by non-affiliates computed
be reference to the average bid and asked price of such stock, as of March 23,
2001 is $95,000 based upon a per share price of $.01.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
Securities under a plan confirmed by a court.

                                [ ] Yes   [ ] No

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of May 15, 2002 11,730,617 shares
of the Issuer's $.001 par value common stack were outstanding.

         Transitional Small Business Disclosure Format: [ ] Yes [ X ] No




<PAGE>



                                     PART I

ITEM  1.  BUSINESS


GENERAL CORPORATE HISTORY

         The Company was incorporated on October 4, 1988 in Florida as B C
Insurance Services, Inc., and changed its name to PLC Venture Corp. ("PLC") on
May 18,1998. From its inception, PLC had no assets and did not engage in
business. PLC,Access HealthMax, Inc., a then unaffiliated Florida corporation
("HealthMax"),and the holders of approximately 94% of the outstanding common
stock ofHealthMax (the "HealthMax Principals") entered into a Share Exchange
Agreement, dated September 2, 1998 (the "Agreement"), pursuant to which the
HealthMax Principals on September 2, 1998 (the "Exchange Date") were issued 0.08
shares of common stock of PLC for each share of HealthMax' common stock owned by
them (the "Exchange"). In accordance with the foregoing, the HealthMax
Principals received an aggregate of 565,930 shares of common stock of PLC on the
Exchange Date.

         HealthMax originally was incorporated under the name "Access
Nutritionals, Inc." in December 1995; in January 1996 it changed its name to
"Access HealthMax, Inc." As of the Exchange Date, HealthMax became a
majority-owned subsidiary of PLC. At that time, the HealthMax Principals were
appointed to the Company's Board of Directors, and the previous officers and
directors of the Company resigned in all capacities. Following the Exchange, the
HealthMax Principals owned approximately 56.4% of the Company's outstanding
common stock; the original shareholders of PLC owned approximately 3% of the
Company's outstanding common stock; and other parties owned approximately 40.6%
of the Company's outstanding common stock.

         Prior to, and in contemplation of the Exchange, the Company's Articles
of Incorporation were amended to change its name to "Access HealthMax Holdings,
Inc.," and to increase its authorized capital stock to 50,000,000 shares of
common stock, par value $0.001, and 10,000,000 shares of preferred stock, par
value $0.01. In March 1999, the Company's Amended and Restated Articles of
Incorporation were again amended to change its name to "Access Health
Alternatives, Inc.," and a 1-for-10 reverse split was declared effective March
15, 1999.

         In late April 1999, the Company agreed to acquire the minority
interests in HealthMax for restricted stock, at the rate of one share of the
Company's common stock for each share of HealthMax stock exchanged.
Approximately 50 minority shareholders have exchanged approximately 350,000
shares of HealthMax common stock for approximately 350,000 restricted shares of
Health Alternatives' common stock.

         In January 2001, the Company completed the acquisitions, through an
exchange of shares, of both Emdx Corporation/Continua Health Services, Inc. and
Access Health Care,


                                       1
<PAGE>



Inc. The Company will acquire a 100% interest in each for 750,000 shares and
4,000,000 shares respectively. The acquired concerns will operate as wholly
owned subsidiaries.

CHAPTER 11 FILING
-----------------

         The Company's efforts to ensure the long-term viability of Access
Health were not successful. The Company's inability to secure the financing,
resulted in its delay in developing its business plan and consolidating the
network creating expenses that far exceeded revenues. These delays also caused
HealthCare, AHA and the LLCs to loan significant monies to HealthMax to continue
its production development, beta testing, manufacturing and sales. As a result
of the Company's failure to obtain the necessary commitment regarding the
funding activities and the negative cash flow shortages, the Company did not
have the capital necessary to continue operations at previous levels and
discontinued all development activities. Historically, The Company relied on
HealthCare's positive cash flow to sustain the network's operations. Although,
HealthCare continues to expand and maintain its positive cash flow from the
clinics and provider contracts with its doctors, it is unable to provide the
required funding to capitalize the entire network and maintain the network's
operations. Without the additional capitalization and funding, the Company was
unable to continue to operate and distribute its products and faced severe
financial crisis requiring them to seek relief in bankruptcy. On November 21,
2001 the Registrant filed a Voluntary Petition for protection under Chapter 11
of the Bankruptcy Code. The Voluntary Petition was filed in the United States
Bankruptcy Court of the Middle District of Florida Orlando Division, case
numbers 01-11619-6B1, 01-11620-6B1, 01- 11621-6B1, 01-11622-6B1 and
01-11623-6B1. Accordingly, the decision to file a chapter 11 bankruptcy petition
was made to preserve the going concern value of the Company'ss and their
respective core operations, preserve the Company'ss' valuable assets and to spin
off the subsidiaries so each may focus on its own business, revenue and expenses
independent of the network.

GENERAL
-------

         The company has filed a Joint Plan of Reorganization which classifies
the various Claims against the Company into: (a) Unclassified Administrative
Expenses and allowed Priority Tax Claims under 11 U.S.C. ss.507 (b) a Class of
Priority Non-Tax Claims (c) Class of Secured Claims (d) a Class of General
Unsecured Claims; and (e) a Class of Claims of Equity Security Holder or the
Members of the Limited Liability Companies.

         A Chapter 11 Plan may specify that certain classes of claims or
interests are unimpaired by the reorganization effectuated by the Plan. A class
is deemed unimpaired if, among other things, the plan does not alter the legal,
equitable, or contractual rights of the members of such class, or the holders of
claims are to be paid in full in cash with respect to the allowed amount of
their claims upon the effective date of the plan (or thereafter with interest).
Such classes are referred to as "unimpaired" and, because of such treatment, are
deemed to accept the plan. Accordingly, under the Code it is not necessary to
solicit votes from holders of "unimpaired" claims.


                                       2
<PAGE>



MEANS OF IMPLEMENTING THE JOINT PLAN
------------------------------------

         The Company's (also referred to as "AHA") intent was to create an
network of companies whereby the Company would be the public investment company
owning subsidiary entities involved in all facets of alternative medical care
and treatment. The central focus of this business model was the creation and
administration of the health care clinics through Access HealthCare, Inc. It was
also intended that the network would provide the manufacturing and sale of
nutriceuticals by Access HealthMax, Inc., with the assistance of three
distribution entities: (i) HealthMax LLC; (ii) HealthMax LLC II; and (iii)
HealthMax LLC III. Lastly, it was intended that the network would provide health
plans to members of the network through Health Assurances.

         Although the business plan attracted investors, Access Health was
unable to generate sufficient capital to fully and completely implement AHA's
business plan and integrate the different services in its network in a
cost-efficient manner. As a result of this failure, AHA, HealthMax, and the
Limited Liability Companies have significant and valuable NOLs. Additionally, as
a result of the manner in which these funds were raised, theCompanies have
claims and causes of action against third parties which are owned by the
creditors, equity security holders and Members of the LLCs.

           Now that AHA, HealthMax and the other companies have filed for
bankruptcy, it is contemplated, if the Joint Plan is confirmed that as more
fully discussed herein, parts of AHA's business plan will be implemented
separately. Other parts of AHA's business plan will be abandoned.

           AHA recognizes that in order to preserve it most valuable assets, it
must confirm a Chapter 11 Plan. To achieve its goals, the following will be
undertaken pursuant to the Joint Plan:

         o AHA will sell its shares of stock and stock interest in HealthCare.
AHA is presently pursuing this sale, subject to Court approval.

         o AHA will also sell its interest in HealthMax. AHA is presently
investigating the sale of its stock interest in HealthMax for cash, stock or
both; all for the benefit AHA creditors. AHA believes that HealthMax's net tax
loss carry forward ("NOL"), has a value of approximately $2.6 million and can be
sold. HealthMax also owns several nutriceutical formulas which are valuable.
HealthMax will sell the nutriceutical formulas for cash for the benefit of
HealthMax's creditors.

         o AHA will merge with a start-up company, International Paintball
Manufacturing Corp. ("IPMC"), whereby IPMC's assets will be merged into AHA. On
the Effective Date, AHA will change its name to IPMC. AHA will attempt to
renegotiate and/or resurrect the agreement with Emdx/Continua. In the event AHA
is unable to resurrect the agreement with Emdx/Continua, AHA will sell the
Emdx/Continua stock and distribute any value, which AHA believes is de minimus
at best, received from Emdx and/or Continua for the benefit of creditors.

                                       3
<PAGE>


         o HealthMax LLC, HealthMax LLC II and HealthMax LLC III will remain
distribution companies affiliated with IPMC. However, on the Effective Date,
HealthMax LLC will change its name to IPMC-Europe Inc. Similarly on the
Effective Date, Health Max LLC II will change its name to IPMC-Mexico, Corp.
Lastly, on the Effective Date HealthMax LLC III will change its name to
IPMC-ASIA, Inc. Post-petition, HealthMax LLC, HealthMax LLC II and HealthMax LLC
III shall distribute IPMC's paintball and paintball related products. All three
LLC companies and their respective members have claims and causes of action
against third parties regarding sale of the membership certificates and use of
those funds. Each respective LLC will retain these claims and causes of action
and will receive funding from IPMC to assist the creditors in pursuing these
claims and causes of action. Additionally, the LLC's have estimated NOLs of
approximately three million dollars. Each respective LLC will retain its NOL.

SALE OF ACCESS HEALTHCARE, INC. ("HEALTHCARE")
----------------------------------------------

         HealthCare is an alternative medical business providing complementary
and alternative health care services through its HealthCare owned centers.
HealthCare provides chiropractic, acupuncture services, massage therapy,
nutritional health care; consulting services to managed care networks and
manages other clinics. HealthCare's business consists of three separate and
distinct departments or divisions: 1) the ownership and management of the
clinics; 2) administrative services such as billing and collection services;
and, 3) medical plans and/or provider contracts ("payor relationships").

         Presently, HealthCare owns four clinics in Central Florida and has over
125 affiliated doctors throughout Florida. HealthCare's principal source of
revenue is the delivery of chiropractic services through its own and affiliated
clinics, which is responsible for over 90% of the company's revenue. Secondly,
HealthCare provides administrative services such as billing, and collection
services to its own and its affiliated clinics. The expenses associated with
providing these administrative expenses are significant reducing HealthCare's
profitability and return for creditors. Moreover, HealthCare's financial
condition has suffered in 2000 and 2001 because its positive cash flow was used
to make significant unsecured loans to HealthMax to assist HealthMax's
development of its business and products and to fund AHA and its network.

         Presently, AHA owns 15,550,000 shares of stock in HealthCare pursuant
to the Share Exchange Agreement. The remainder of the stock is held by:

                  R. Cheeyholms                      25,000 shares of stock
                  Richardi                           37,500 shares of stock
                  Biotkamp/IRA                       25,000 shares of stock
                  Edith Doyle                        25,000 shares of stock
                  Lubinesky/IRA                      25,000 shares of stock
                  Kent Chapman                       25,000 shares of stock
                  Irving Klotz                       25,000 shares of stock



                                       4
<PAGE>


         AHA shall sell its stock interest in HealthCare to an individual
unrelated to Access Health, for the highest and best price available for AHA and
its Estate. AHA is presently exploring the sale of Health Care and expects to
seek Court approval of the sale prior to confirmation.

IPMC'S MERGER WITH ACCESS HEALTH ALTERNATIVES
---------------------------------------------

         International Paintball Manufacturing Corp., ("IPMC") is a Florida
corporation formerly known as Camjohn Ventures, Inc. Camjohn Ventures was formed
by Joe Camillo on September 29, 1998. As incorporator, Mr. Camilo acted as the
company's sole officer, director and registered agent. Initially, Camjohn
Ventures did not operate nor did it have any business. In the Spring of 2001,
Camjohn Ventures began its business operations in the paintball industry. In
furtherance of its business plan, on April 29, 2001, Camjohn Ventures, Inc.
changed its name to International Paintball Manufacturing Corporation. At that
time, IPMC's shares of stock were owned by Ramsy Holding Inc. Mr. Camillo now
owns a minority interest in Ramsy Holdings as discussed below. Mr. Camilo
remains IPMC's Director and Registered Agent.

         Pursuant to the Joint Plan, IPMC will merge with AHA. Contemporaneous
with the merger, IPMC will distribute equity in IPMC to Access Health and its
creditors, equity security holders and members of the limited liability
companies pursuant to Article V of the Joint Plan. Additionally, in order to
meet growth in national and international demand, IPMC will become affiliated
with the three Limited Liability Companies, maintain these entities as
distribution companies and use the LLCs to distribute certain of its products.
In the event that AHA is able to sell its stock interest in HealthMax and/or
HealthCare, AHA will distribute these sums first to pay administrative claims,
then to pay priority claims and then to AHA's unsecured creditors.

         IN THE EVENT THAT THE JOINT PLAN OF REORGANIZATION IS NOT APPROVED BY
THE BANKRUPTCY COURT, IPMC WILL NOT MERGE WITH THE COMPANY. THERE IS NO
ASSURANCE THAT THE PLAN WILL BE APPROVED.

         IPMC is located in St. Petersburg, Florida. IPMC is a start-up company
with assets in excess of 3.5 million dollars and liabilities in the amount of
approximately 983,162.00. IPMC's business plan is to manufacture and sell to
wholesale distributors commercial grade paintballs for use in "Paint balling"
extreme sports competition and recreational use nationally and internationally.

         As reflected in IPMC's balance sheet dated as of February 15, 2002,
IPMC has net equity of approximately 2.6 million dollars. IPMC has invested 1.7
million into its leasehold premises and equipment and one million dollars in the
plant build out. IPMC's shareholders have loaned IPMC approximately $580,000.00.
IPMC completed a Private Placement and received an additional three million
dollars as equity to fund operations.


                                       5
<PAGE>


Management expects to invest IPMC's net equity to expand its present
manufacturing and distribution facilities, additional purchases of equipment and
continued product development in order to become a fully operational
manufacturing facility.

         As of April 16, 2002, IPMC became a fully operational and integrated
company producing its paintball product. Initially, IPMC focused its efforts in
testing its manufacturing facility and equipment and conducting a market
analysis. During this phase of the operation, IPMC employed 12 people. IPMC will
completed its manufacturing tests and has commenced manufacturing of paintball
products with three (3) encapsulation machines. IPMC has increased its work
force to approximately 40 employees. On March 12, 2002, IPMC completed the
purchase of two (2) additional machines to manufacture paintball pellets. IPMC
expects delivery of these two machines on or before April 30, 2002.

PAINTBALLING
------------

         IPMC believes that it has positioned itself to become a market leader
in a growing sports industry. According to In Sports Data, Inc., the extreme
sport of "paintball competition" has recently moved ahead of snow boarding as
the fourth largest alternative sport in the United States. Their study concluded
that as of 1999, more than 5,900,000 people played paintball at least one time a
year and that 793,000 play at least 15 times per year. These figures have only
increased in year 2000. The results of a recent industry survey of paintball
field operators in the United States shows that the average player spends
approximately $44.00 in fees for paintball supplies each time the player
participates in an organized field event. The math indicates that those
5,900,000 people therefore spent approximately $259,600,000.00 in 1999 alone.
This number does not account for approximately 800,000 people who played more
than one time in 1999. Figures for year 2000 are not yet available, but are
expected to easily surpass the data for 1999. As of January, 2001, the following
industry data exists:

         o        Major Magazine 16 - approximate circulation 420,000 copies

         o        Paintball stores in the U.S. - approximately 1,160.

         o        Paintball fields in the U.S. - approximately 950.

         o        Number of players worldwide - more than 11,600,000 competing
                  teams in the U.S. - 5,500 teams

         o        Paintball products carried by K-Mart - 176 products.

         o        Number of paintball web sites, 1,827 sites.

         o        Countries where paintball is played - 104 countries.

         o        Number of paintball items listed on e-bay - 3,267 items.


                                       6
<PAGE>


         O        Number of series or league events in U.S. - 220

         o        Paint guns sold in the U.S. per month - Approximately 67,000

         o        Universities with paintball clubs/programs - 105

*Source:  Paintball 2Xtremes Magazine (January 2001).

         IPMC's business model is based on the assumption that paintball, as an
extreme sport, is positioned to experience continued growth as the sport becomes
available to a broader consumer group. Based on published industry data and
management's knowledge of the industry, IPMC is assuming that total paintball
expenditures, including paintball markers, paintballs, accessories, and playing
field fees, was in excess of $400 million for 2000 and projects these
expenditures to continue to increase in the future. Historically, primarily avid
enthusiasts played paintball, generally with relatively expensive, high-end
paintball markers, paintballs and other accessories. Enthusiasts typically
obtained their equipment from a highly fragmented base of catalogue distributors
and specialty retailers. Recently, an increasingly broader group of players,
including corporate groups, youth leagues, church organizations, and others,
have begun participating in paintball. These beginner and recreational players
often purchase paintball markers, paintballs and other accessories at mass
merchandise stores or sporting goods stores and play paintball several times per
year. IPMC again is assuming that its strategy of providing a full range of
paintball products at various price and performance levels will contribute
significantly to: 1) the broadening of the industry's consumer base, 2) the
increase in the overall number of paintball participants, and 3) the growing
acceptance of the sport.

IPMC'S CURRENT OPERATIONS
-------------------------

         IPMC's focus has been and will remain the manufacturing of paintballs.
Paintballs consist of a gelatin (non-toxic, environmentally safe form of
collagen) shell, which encapsulates a water-soluble paint. The paintball
contains glycerin (a non-toxic, environmentally safe substance which is used as
a plasticizer in many materials), polyethylene glycol (a non-toxic,
environmentally safe form of glycol) and Sorbitol(TM) (a non- toxic,
environmentally safe product which is used to maintain moisture content), and,
of course, water and colorants, all of which are also environmentally safe.
These ingredients are mixed pursuant to a formula, which results in a
consistently manufactured paintball, which meets the demanding specifications,
provided to IPMC by its customers.

         IPMC leases a 36,000 sq. ft. manufacturing facility with an option to
purchase at the end of the first five (5) year period. The facility is located
at 11800 28th St. North, Pinellas Park (St. Petersburg) Florida, 33716. IPMC is
the assignee of the lease executed on March 23, 2001 between Western Hemisphere
Sales, Inc. and Nutriceutical Clinical Laboratories, International, Inc. IPMC
has no affiliation with either of these two entities. The lease agreement is for
an initial term of (5) years beginning on May 1, 2001 with an option to renew
the lease for an additional five (5) years. The assignment to IPMC was


                                       7
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executed on April 26, 2001. IPMC's assignment period began on May 19, 2001.
IPMC, its officers, directors and shareholders have no relationships to the
landlord. IPMC has an option and purchase the building for $1,600,000.00.

         IPMC's facility has been designed to maximize production and material
handling routes, which enable departments to work more efficiently at critical
points in production. IPMC took possession of the St. Petersburg facility in May
2001, and immediately commenced a custom-design build-out of the premises. IPMC
has invested 2.7 million in this facility, property, equipment and start-up
costs. In December, 2001 and January 2002, IPMC began testing its equipment for
manufacture and delivery of paintball products. At that time, IPMC had twelve
(12) employees. Pursuant to this Plan, creditors, equity security holders and
LLC members will become shareholders of IPMC and thereby benefit from this
investment.

         IPMC initially purchased three (3) encapsulation machines which IPMC
expects to operate twenty-two (22) hours a day seven (7) days a week. These
three (3) machines can produce approximately 580 cases of paintballs per day or
approximately 406 million balls per year. IPMC expects to add two (2) additional
encapsulation machines by April 30, 2002 which will increase production to
40,000 cases of paintballs per month. IPMC plans, at this existing facility, to
eventually expand to a total of ten (10) encapsulation machines, which can
produce approximately 88,000 cases a month.

         IPMC expects to manufacture the paintballs and sell the paintballs to
GPI with payment terms of 15 to 30 days at an agreed price of approximately
$21.40 per case. GPI has agreed to purchase IPMC's paintballs at the rate of
approximately $21.40 and has agreed to remit payment to IPMC directly within the
15 to 30 day payment terms irrelevant of when GPI receives payment from Worr
Game Distributing, Inc. GPI will in turn sell the paintballs to Worr Game
Distributing on 30 to 60 days terms.

         IPMC believes that first three machines will produce approximately
20,000 paintball cases per month. Assuming IPMC can sell these cases at $21.40
per case to GPI pursuant to its agreement with GPI, these 20,000 cases are
expected to generate $450,000.00 in revenues and $20,000.00 in net income per
month. IPMC believes that the two additional machines, delivered in 30 days,
will increase production to approximately 38,000 paintball cases per month.
Assuming these cases are also sold for the agreed upon price of $21.40 to GPI,
these five machines will generate approximately $820,000.00 a month in sales and
yield approximately $185,000.00 in net income per month. Lastly, assuming the
ten (10) machines are acquired and generate 88,000 cases a month and are sold to
GPI for $21.40 per case then these sales are expected to generate $1,880,000.00
in revenue per month and yield approximately $550,000.00 in net income per
month. Pursuant to IPMC's proforma and assuming IPMC is able to obtain the ten
machines and operate at full capacity producing 88,000 cases to be sold to GPI
at $21.40, IPMC believes it will generate $22,000,000.00 in sales within the
first twelve month period its operates with ten machines, and will have net
profits of approximately $6.6 million dollars. Pursuant to this Plan, Creditors,
Equity Security Holders and LLC Members will benefit from IPMC's profitability
and expected growth.


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<PAGE>



IPMC'S U.S. DISTRIBUTION AND RELATIONSHIP WITH GPI MARKETING, INC.
------------------------------------------------------------------

         For over fifteen (15) years, Bud Orr has been a pioneer regarding
paintball related products and has almost single handedly been the founder of
the entire extreme sport of competitive paintball competition. Budd Orr owns a
California company, Worr Games Products, Inc., which has been the industry
leader and innovator in the design and manufacturing of competitive paintball
markers and related apparel and accessories. Although Budd Orr's company
manufactures the markers and the accessories for the paintball industry, Worr
Games Products Inc., has not, and does not, manufacture or produce its own
paintballs. Worr Game Products, Inc. is not affiliated with IPMC's.

         In order to diversify and expand its operations, Budd Orr created Worr
Game Distributing, Inc., a Florida corporation, incorporated by Joseph Camillo,
for the purchase and distribution of paintballs. GPI Marketing, Inc. ("GPI")
entered into a ten (10) year exclusive output contract with Worr Game
Distributing, Inc. Pursuant to this agreement, GPI agreed to manufacture and
sell to Worr Game Distributing, Inc. multiple grades of paintballs to Bud Orr's
specifications and package them for distribution under the proprietary name
"Worr Paint PaintballsTM". However, GPI did not and does not manufacture
paintballs. Accordingly, GPI initially contracted with third party companies to
manufacture and produce the paintballs on GPI's behalf. These attempts were
unsuccessful.

         GPI is a Florida corporation owned by Ramsy Holdings, Inc. Ramsy
Holdings, Inc. is also the majority shareholder of IPMC. Pamela Wilkinson Cohen
is Ramsy Holdings' majority shareholder. GPI's present officers and directors
are Pamela Wilkinson Cohen and Doug Ward. Ms. Cohen and Mr. Ward shall remain
officers and directors of GPI post- confirmation.

         Ramsy Holdings, Inc., GPI's sole shareholder, determined that it could
create a separate and independent manufacturing company that could supply GPI
with the paintballs to GPI's specifications in a more cost efficient and cost
effective manner and would meet GPI's quality standards. Accordingly, Ramsy
Holdings Inc. created and organized IPMC to manufacture and produce the
paintballs to comply with GPI's contract with Worr Game Distributing Inc.

         GPI and IPMC have entered into an oral agreement whereby IPMC will
manufacture four grades of paintballs pursuant to Bud Orr's specifications.
Three grades will be sold under the "Worr Paint(TM)" series distributed by WGP
and the fourth will be packaged and marketed under the trade name "Brand x
Balls(TM)". Presently, it is estimated that IPMC's cost of producing a case of
paintballs is approximately $14.00. IPMC and GPI have agreed that IPMC will sell
the paintballs IPMC manufactures to GPI at the agreed price of $21.40 per case.
In the event that Worr Game Distributing, Inc. exercises a first right of
refusal on any of the paintballs, GPI will have the option, in its sole and
absolute discretion, to distribute the paintballs to any third party. Presently,
IPMC, GPI and Worr Game Distributing, Inc. are preparing the necessary written
documents to complete this agreement.


                                       9
<PAGE>


         Pursuant to these agreement IPMC will manufacture the paintballs and
sell the paintballs to GPI with payment terms of 15 to 30 days. GPI. GPI has
agreed to remit payment to IPMC directly within the 15 to thirty day payment
terms irrelevant of when GPI receives payment from Worr Game Distributing, Inc.

         GPI, in turn, will sell the paintballs purchased from IPMC to Worr Game
Distributing, Inc. On payment of terms of sixty (60) days. In effect, GPI is
will provide a credit facility to IPMC since GPI will remit payment for the
paintballs purchased from IPMC on thirty (30) day terms while GPI will not
receive payment for the paintballs from Worr Game Distributing for sixty (60)
days.

GROWTH AND EXPANSION
--------------------

         IPMC expects that by approximately June 1, 2002, it will acquire an
additional seven (7) machines. IPMC expects that by late 2002, it shall have
received all ten (10) machines and will be operating all ten machines at full
production. These ten (10) machines will be the maximum capacity for the St.
Petersburg plant. Once fully operational, IPMC's St. Petersburg Plant will
generate annual revenues in excess of $23 million dollars and earnings or
profits in excess of three million dollars.

         Throughout 2002, IPMC will continue evaluating the market for
paintballs, both in North America and internationally to locate additional
markets for the products. IPMC believes and assumes that opportunities continue
to exist for increased market penetration into mass merchandisers and speciality
stores, nationally. IPMC believes, that in addition to the paintballs it
manufactures for Budd Orr and Worr Game Distributing Inc., IPMC can manufacture
and distribute its own proprietary blend of paintballs.

         Presently, the demand for paintball and paintball related products has
principally been in the United States. IPMC expects that in 2002 international
demand for the product will increase requiring IPMC to increase its production
and initiate the distribution of paintball and paintball related products
internationally, in Mexico, Asia and Europe.

         Specifically, through IPMC's research, market analysis, news reports,
IPMC is of the opinion that the sport of paintball is a rapidly expanding
extreme sport in Europe, Asia and Central and South America. Specifically,
paintball in Europe has grown at a rate of 12-15% per year for the last five
years ending in 2000. The largest area of growth has been in the United Kingdom.
Nonetheless, all of Europe participates in the local and world tournaments, the
largest of which is the Millennium Series. There are numerous paintball fields
that continue to open in Europe, Mexico, Canada and Asia. Additionally, the
number of tournaments occurring internationally continues to rise along with the
numbers of participants in these tournaments. IPMC's research and data confirms
that the international markets remain a strong target market for IPMC's
products. Most importantly, IPMC recognizes that IPMC's business plan must
account for the increasing international demand for paintballs and paintball
related products including markers, apparel and accessories. Thus, in order for
IPMC to continue its growth, IPMC will need to meet international demand for
paintball and paintball related products. In order for IPMC


                                       10
<PAGE>


to meet the international demand on a cost-efficient, effective and timely
matter, IPMC will need a sophisticated, distribution network of companies to
distribute the product internationally.

         Additionally, depending upon the increase in demand, both nationally
and internationally, IPMC will choose one or more options as it strives to build
its revenues to in excess of $100 million. The first option would entail
building a similar size plant in either North America or overseas. Since there
was a substantial learning curve involved in completing the St. Petersburg
plant, IPMC believes it could build another facility at a substantially reduced
price thereby significantly increasing future earnings as a percentage of
revenue.

         The second option would involve acquiring or merging with other
paintball manufacturers, the majority of which are private companies either
nationally or internationally. This course of action would only be available if
IPMC was able to ensure that the acquired property met its standards for
manufacturing the product, which the Company has already established and is
implementing while completing the build out of the St. Petersburg facility.

IPMC OWNERSHIP AND MANAGEMENT
-----------------------------

                  1) IPMC. IPMC currently has eighteen (18) shareholders. The
two (2) founding principal shareholders are:

                  a) Myrtle Hein Trustee of the Myrtle Hein Declaration of Trust
                  Dated 10/10/92 owning 3,335,000 shares; and 1 million as
                  equity.

                  b) RAMSY Holding Corp. owning 10,000,000 shares. (the
                  "founders"). Ramsy Holding Corp. is owned by Pamela Wilkinson
                  Cohen. RAMSY Holdings' officers and directors are Pamela
                  Wilkinson Cohen, Michael O'Derrick and Joseph Camillo. Ramsy
                  Holding Corp is also the sole shareholder of GPI.

         IPMC's founders control approximately ninety-eight point seven percent
(98.7%) of the common stock outstanding (13,678,250), and the remaining
shareholders have 188,250 shares of preferred stock, which will be converted to
common stock in the near future. Kerry P. Michael and Kennedy J/Y owning 155,000
shares. Collectively, the founders have invested approximately $4.0 million in
equity capital to date, while the remaining shareholders have contributed
approximately $350,000.00 in equity.

         Pursuant to the Joint Plan, IPMC's prepetition shareholders shall
receive one share of common stock in the Reorganized AHA for each share of stock
of IPMC held prepetition. See Section III. G.

         IPMC's Officers and Directors consist of the following individuals who
shall remain as officers and/or directors under the Joint Plan:


                                       11
<PAGE>


         1) JOSEPH CAMILLO (Director): Mr. Camillo, age 54, is presently IPMC's
Director and registered agent. Mr. Camillo has spent approximately 20 years in
the brokerage profession. Since 1996, Mr. Camillo has principally been involved
as a consultant to public and private companies. Mr. Camillo currently serves on
the Board of Directors of several public and private companies. Mr. Camillo
originally incorporated IPMC and served at its President. Mr. Camillo shall
remain IPMC's Director and registered agent, post- confirmation. Mr. Camillo
does not own any equity interest in IPMC other than through Ramsy Holding. Mr.
Camillo is a minority shareholder and its Secretary and Director. Mr. Camillo
has incorporated numerous Florida companies and often acts as the incorporated
entities' registered agent. In this case, Mr. Camillo has incorporated PMG, GPI,
Ramsy Holding Corp., IPMC and Worr Game Distributing, Inc. and acts as these
entities registered agent. Mr. Camilo will not receive a salary as a Director of
IPMC.

         2) ROBERT E. SALVESON , (President and Director): Mr. Salveson is a
graduate of the University of Florida with a Bachelor's degree majoring in
accounting. He has 15 years public accounting experience, specializing in
financial consulting, taxation, mergers and acquisitions. He managed the largest
CPA firm office in the State of Florida for 4 years, 65 total staff of
accountants and support staff. He has worked in private industry as a General
Manager and CFO in the citrus and real estate industries. He has worked as
controller for a $65 million building material manufacturer and an electronic
component manufacturer. He has done extensive consulting for emerging growth
companies on Business Plans and Proforma Statements for the purposes of raising
capital. Mr. Salveson shall receive a salary of $95,000.00 as a Director of
IPMC.

         4) PAMELA WILKINSON COHEN (Director): Pamela Wilkinson Cohen shall be
the Director of IPMC. Ms. Cohen is presently sole shareholder of Ramsy Holdings
and GPI. Also, Pamela Wilkinson Cohen is also the sole shareholder of PMG, the
Company's largest unsecured creditor. Ms. Wilkinson Cohen will not receive a
salary from IPMC for serving as a Director of IPMC.

REORGANIZATION OF HEALTHMAX LLC; HEALTHMAX LLC II; AND HEALTHMAX LLC III
------------------------------------------------------------------------

         Although paintball's growth in the United States continues to rise,
IPMC recognizes that the next significant market for growth and expansion will
be internationally in Europe, Asia/Pacific and Central and South America and
Mexico. Responding to this international growth and demand will require IPMC to
develop maintain a sophisticated, integrated distribution network that can
respond to both national as well as international demand for its product in an
efficient, cost-effective manner. IPMC believes that in order to achieve long
term growth and profitability, IPMC will need to distribute its products
internationally through an affiliated sophisticated distribution chain. Thus,
Post-Confirmation, HealthMax LLC, HealthMax LLC II and HealthMax LLC III will
remain distribution companies within their respective territories operated and
managed by Progressive Media Holdings Group, Inc. ("PMHG") and distribute IPMC's
products internationally. Progressive Media Holdings Group, Inc, is not
affiliated with, operated by or owned by Progressive Media Group. Additionally,
PMHG and PMG have separate and distinct officers and directors.



                                       12
<PAGE>


         Additionally, PMHG is presently securing an agreement with third party
paintball manufacturers in Europe and Asia to distribute these manufacturer's
paintball products. PMHG is an entity who sole shareholder is Shiela O'Derrick.
Michael O'Derrick and Sheila O'Derrick are the only officers and directors of
PMHG. Michael O'Derrick was originally affiliated with IPMC during IPMC's
inception to assist IPMC's organization and start up manufacturing. However, Mr.
O'Derrick has since departed IPMC to exclusively focus on international
marketing and distribution of paintball products and is no longer affiliated or
associated with IPMC. Michael O'Derrick shall also be the officer and director
of IPMC- Europe.

         PMHG will retain the three LLC companies as distribution companies
primarily for international distribution of paintball products and secondarily
to distribute any excess paintball related products from GPI which Worr Game
Distributing, Inc. refuses. Through this Joint Plan, the Reorganized LLCs will
be able to retain and use their tax losses for the benefit of creditors, will
meet the investors expectations of investing in a distribution company and
retain the LLC's members claims and causes of action.

         Absent reorganization, the LLC's tax losses would be eliminated without
any benefit to the LLC members. By reorganizing the LLCs versus liquidating
them, PMHG is carrying out the original plan for these entities. The LLC's
members invested in a distribution company and the Joint Plan retains them as a
distribution companies complying with the LLC's members' intent and expectation.
In the event, that a market is created for the transfer of these shares, the LLC
members would be provided with an opportunity to sell their shares to other
parties for value which opportunity would not be available in a liquidation.

         Post-confirmation, HealthMax LLC, HealthMax LLC II and HealthMax LLC
III, will distribute IPMC's entire product line of paintball and paintball
related products, other than Worr Game Products, Inc.'s product line.
IPMC-EUROPE, IPMC-ASIA and IPMC-MEXICO shall exclusively market and distribute
IPMC's paintballs known as Thunder, Lightning and Tornado nationally and
internationally. IPMC-EUROPE, IPMC-ASIA and IPMC-MEXICO may also distribute Worr
Products, Inc. Products nationally and internationally, which GPI Marketing
exercise its right of first refusal. Lastly, HealthMax LLC, HealthMax LLC II and
HealthMax LLC III will exclusively market and distribute all nutriceuticals
manufactured by IPMC. HealthMax LLC, HealthMax LLC II and HealthMax LLC III will
then seek to expand its client base to include the distribution of other
manufacturer's paintball and paintball related products.

         HealthMax LLC, HealthMax LLC II and HealthMax LLC III shall be
maintained as distinct and separate companies to allow each LLC to pursue its
individual pre-petition claims and causes of action, both bankruptcy and
non-bankruptcy for the benefit of each respective LLC's unsecured creditors; to
allow each company post-petition to create and focus its business strategy and
market its product to its specific target market's needs, desires and demands
and to reduce distribution and transportation costs.


                                       13
<PAGE>

POST-PETITION HEALTHMAX LLC WILL BE KNOWN AS IPMC-EUROPE, CORP.
---------------------------------------------------------------

         On the Effective Date, HealthMax LLC shall be also be known as
IPMC-EUROPE, Corp. ("IPMC-EUROPE"), and be converted to a C Corp. IPMC-EUROPE
shall be initially capitalized with $10,000.00 received from PMHG and will be
recapitalized by PMHG, if necessary, up to $50,000.00. On the Effective Date,
PMHG shall appoint Mr O'Derrick who shall serve initially as the sole officer
and director. The Company believe that $10,000.00 is sufficient capitalization
for IPMC-EUROPE because all international sales of paintballs are paid on a
C.O.D. basis or paid on the date of sale or prior to delivery. IPMC-EUROPE does
not offer extended payment terms on any international sales of paintballs. Thus,
any risk of non-payment is minimal if not vitiated.

         Initially, IPMC-EUROPE shall distribute paintball and paintball related
products manufactured by IPMC nationally, other than Worr Game Products, Inc.'s
product line, in the territory stretching from Florida and the Atlantic Ocean to
the Mississippi River and internationally in Canada and Europe. IPMC shall enter
into a contract with IPMC- EUROPE for the distribution of paintballs and
paintball related products in IPMC- EUROPE's exclusive territory which will
provide a profit for IPMC-EUROPE. IPMC will manufacture, package and arrange for
shipping from its loading dock in St. Petersburg to IPMC-EUROPE's facility.
IPMC-EUROPE has not identified its facility yet, but, within six months of the
Effective Date, will have identified and arranged for a warehouse facility to
receive inventory of the manufactured product. IPMC-EUROPE will then deliver the
products and invoice its customers for such sales. IPMC-EUROPE will then
increase its distribution by negotiating with other paintball gun manufacturers
for its own series of markers and the possibility of paintball products for such
manufacturers. IPMC-EUROPE intends to maximize its value for shareholders,
insure demand of its products and obtain profitability.

         IPMC-EUROPE's distribution center will market to local and regional
fields and stores. Marketing will include direct mail flyers, magazine ads, team
sponsorships, publicity press kits, tournaments and facts broadcasting
specifically tailored to its target market. IPMC-EUROPE's online e-commerce goal
includes a web site that will promote marketing online allowing IPMC-EUROPE's
customers to conduct business transactions with IPMC-EUROPE electronically. In
addition, the site will offer education and information about paintball products
and promote regional and local paintball events. Management of IPMC-EUROPE
intends to eventually partner with other exclusive distributors. IPMC- EUROPE's
post petition financial performance is contingent upon international growth
meeting expectations, and demand for IPMC's product and paintball related
products. Based upon projected demands and future sales, attached as are
IPMC-EUROPE's projected proforma. This proforma is contingent on IPMC-Europe's
projections being materialized. IPMC-EUROPE will also seek to acquire other
assets and/or existing business operations and/or merger with existing third
party companies.

         Michael O'Derrick shall manage IPMC-EUROPE. Mr. O'Derrick is sixty (60)
years old. He has spent thirty years in investment banking, merchant banking and
has held directorships of several publicly traded companies. Mr. O'Derrick
brings senior level management specializing in financial services whose dealings
in the financial sector has involved several billion dollars in transaction in
the United States and Europe. Previously,


                                       14
<PAGE>



Mr. O'Derrick was instrumental in developing financial products and services for
the equipment leasing industry, the air filtration industry, real estate
industry and the direct participation investment industry. Additionally, Mr
O'Derrick has been involved in numerous acquisitions and mergers resulting in
value added corporate results. Mr. O'Derrick has conducted several IPO's and
secondary issues that have resulted in the launching of various new national and
international product markets.

         IPMC-EUROPE shall maintain all individual claims and causes of action,
both bankruptcy and non-bankruptcy, on behalf of Access HealthMax LLC and will
pursue these claims and causes of action for the benefit of HealthMax LLC's
creditors.

         The Company believes that HealthMax LCC I owns significant tax losses
in excess of one million dollars representing its member investments. This tax
loss a valuable asset of HealthMax LLC I post-confirmation. Thus, these tax
losses will remain an asset of HealthMax LLC/IPMC-EUROPE, subject to
confirmation.

POST-PETITION HEALTHMAX LLC II WILL BE KNOWN AS IPMC-MEXICO CORP.
-----------------------------------------------------------------

         On the Effective Date, HealthMax, LLC II will also be known as
IPMC-MEXICO, Corp., ("IPMC-MEXICO") and be converted to a C Corp. IPMC-MEXICO
shall be initially capitalized with $10,000.00 received from PMHG and will be
recapitalized by PMHG, if necessary, up to $50,000.00. On the Effective Date,
PMHG shall appoint Joan Salveson who shall serve initially as the sole officer
and director. Management believes that $10,000.00 is sufficient capitalization
for IPMC-MEXICO because all international sales of paintballs are paid on a
C.O.D. basis or paid on the date of sale or prior to delivery. IPMC- MEXICO does
not offer extended payment terms on any international sales of paintballs. Thus,
any risk of non-payment is minimal if not eliminated.

         IPMC-MEXICO shall distribute paintball products manufactured by IPMC,
other than Worr Game Products, Inc., nationally, in the Midwest and Texas and
internationally, in Mexico, Central America and South America. IPMC shall enter
into a contract with IPMC- MEXICO for the distribution of paintballs and
paintball related products in IPMC-MEXICO's exclusive territory based upon the
specific needs and demands of IPMC-MEXICO's territory. IPMC will manufacture,
package and arrange for shipping from its loading dock in St. Petersburg to
IPMC-MEXICO's facility. IPMC-MEXICO has not identified its facility yet but
within six months of the Effective Date, will have identified and arranged for a
warehouse facility to receive inventory of the manufactured product. IPMC-MEXICO
will then deliver its product and invoice its customers for such sales.
IPMC-MEXICO will then increase its distribution by negotiating with other
paintball gun manufacturers for its own series of markers and the possibility of
paintball products for such manufacturers. IPMC- MEXICO intends to maximize its
value for shareholders, insure demand of its products and obtain profitability.

         IPMC-MEXICO's distribution center will market to local and regional
fields and stores. Marketing will include direct mail flyers, magazine ads, team
sponsorships, publicity press kits, tournaments and facts broadcasting
specifically tailored to its target


                                       15
<PAGE>



market. IPMC-MEXICO's online e-commerce goal includes a web site that will
promote marketing online allowing IPMC-MEXICO's customers to conduct business
transactions with IPMC-MEXICO electronically. In addition, the site will offer
education and information about paintball products and promote regional and
local paintball events. Management of IPMC-MEXICO intends to eventually partner
with other exclusive distributors. distributors. IPMC-EUROPE's post petition
financial performance is contingent upon international growth meeting
expectations, and demand for IPMC'S product and paintball related products.
Based upon projected demands and future sales, attached as are IPMC- MEXICO's
projected proforma. This proforma is contingent upon IPMC-Mexico projections
becoming materialized. IPMC-MEXICO will also seek to acquire other assets and/or
existing business operations and/or merge with existing third party companies.

         Ms. Salveson shall manage IPMC-MEXICO. Ms. Salveson brings over
twenty-five years of experience in diverse public and private accounting. She
has been the Controller of several manufacturing companies as well as serving as
the Construction Auditor at a manufacturing and construction firm in Apopka, FL.
She is currently instrumental in all aspects of IPMC's business such as
operations, sales, marketing, and distribution of products manufactured by IPMC
and will brings this expertise to IPMC-MEXICO. Additional employees will be
hired as IPMC-MEXICO develops and expands it operations.

         IPMC-MEXICO shall maintain all individual claims and causes of action,
both bankruptcy and non-bankruptcy, on behalf of Access HealthMax LLC II and
will pursue these claims and causes of action for the benefit of HealthMax LLC
Creditors, Equity Security Holders and/or Members of the Limited Liability
Companies. The Company believes that HealthMax LLC II owns significant tax
losses of approximately one million dollars representing member's interest in
HealthMax LLC II. This tax loss is a valuable asset of HealthMax LLC II. Thus,
these tax losses will remain an asset of HealthMax LLC/IPMC-MEXICO, subject to
confirmation.

POST-PETITION HEALTHMAX LLC III WILL BE KNOWN AS IPMC-ASIA CORP.
----------------------------------------------------------------

         On the Effective Date, HealthMax LLC III will also be known as
IPMC-ASIA, Corp., ("IPMC-ASIA") and be converted to a C Corp. IPMC-ASIA shall be
initially capitalized with $10,000.00 received from PMHG and will be
recapitalized by PMHG, if necessary, up to $50,000.00. On the Effective Date,
PMHG shall appoint Joseph Camillo who shall serve initially as the sole officer
and director. The Company believes that $10,000.00 is sufficient capitalization
for IPMC-ASIA because all international sales of paintballs are paid on a C.O.D.
basis or paid on the date of sale or prior to delivery. IPMC-ASIA does not offer
extended payment terms on any international sales of paintballs. Thus, any risk
of non-payment is minimal if not vitiated.

         IPMC-ASIA shall distribute paintball products manufactured by IPMC,
other than Worr Game Products, Inc, nationally, in California, Arizona,
Washington, and New Mexico and internationally in Asia. IPMC shall enter into a
contract with IPMC-ASIA for the distribution of paintballs and paintball related
products specifically tailored to the needs and demands of IPMC-ASIA's target
market. This contract will provide a profit for IPMC-ASIA.


                                       16
<PAGE>


IPMC will manufacture, package and arrange for shipping from its loading dock in
St. Petersburg to IPMC-ASIA's facility. IPMC-ASIA has not identified its
facility yet, but, within six months of the Effective Date, will have identified
and arranged for a warehouse facility to receive inventory of the manufactured
product. IPMC-ASIA will then deliver its product and invoice its customers for
such sales. IPMC-ASIA will then increase its distribution by negotiating with
other paintball gun manufacturers for its own series of markers and the
possibility of paintball products for such manufacturers. IPMC-ASIA intends to
maximize its value for shareholders, insure demand of its products and obtain
profitability.

         IPMC-ASIA's distribution center will market to local and regional
fields and stores. Marketing will include direct mail flyers, magazine ads, team
sponsorships, publicity press kits, tournaments and facts broadcasting
specifically tailored to its target market. IPMC- ASIA's online e-commerce goal
includes a web site that will promote marketing online allowing IPMC-ASIA's
customers to conduct business transactions with IPMC-ASIA electronically. In
addition, the site will offer education and information about paintball products
and promote regional and local paintball events. Management of IPMC-ASIA intends
to eventually partner with other exclusive distributors. IPMC-ASIA's post
petition financial performance is contingent upon international growth meeting
expectations, and demand for IPMC'S product and paintball related products.
Based upon projected demands and future sales, attached as are IPMC-ASIA's
projected proforma. This proforma is contingent upon IPMC-ASIA projections
materializing. IPMC-ASIA will also seek to acquire other assets and/or existing
business operations and/or merge with existing third party companies.

         Joseph Camillo shall manage IPMC-ASIA. Mr. Camillo has over twenty
years experience in the brokerage profession. He has been involved as a
consultant to public ad private companies. He is currently instrumental in all
aspects of IPMC's build out and development and will bring this expertise to
IPMC-ASIA. Additional employees will be hired as IPMC-ASIA develops and expands
it operations. IPMC-ASIA shall maintain all individual claims and causes of
action, both bankruptcy and non-bankruptcy, on behalf of Access HealthMax LLC
III and will pursue these claims and causes of action for the benefit of
HealthMax LLC III Creditors, Equity Security Holders and/or Members of the
Limited Liability Companies. The Company believes that HealthMax LLC III owns
significant tax losses in excess of $950,000.00 representing the members'
interest in HealthMax LLC III. This tax loss is a valuable asset of HealthMax
LLC III. Thus, these tax losses will remain an asset of HealthMax LLC/IPMC-ASIA,
subject to confirmation.

SALE OF HEALTHMAX
-----------------

         Pre-Petition, HealthMax was engaged in the business of manufacturing
nutriceuticals and distributing these products through HealthMax LLC, HealthMax
LLC II and HealthMax LLC III. HealthMax incurred and expended significant
amounts of monies in the development and testing of its proprietary formulas.
AHA was unable to integrate its network, expand its clinics and market
HealthMax's products. In addition, in excess of six (6) million was invested in
HealthMax's manufacturing of the product, product development and beta testing.
However, sales of HealthMax's products was limited.


                                       17
<PAGE>


Thus, the expense of operating and maintaining HealthMax and the manufacturing
of the products far exceeded HealthMax and the network's revenue. Accordingly,
the decision to file a chapter 11 bankruptcy petition was made.

         The Company's propose pursuant to the Joint Plan, that AHA will sell
HealthMax for the benefit of AHA's and HealthMax's creditors. The Company
believes that HealthMax has tax losses in excess of two million six hundred
thousand dollars which is a valuable asset. Additionally, HealthMax presently
owns the nutriceutical formulas and its stock. HealthMax will seek to sell these
assets for the benefit of creditors, equity security holders and members of the
limited liability companies. Specifically, AHA will seek to sell its stock in
HealthMax for cash, stock and/or both for the benefit of AHA's creditors.
HealthMax will sell the nutriceutical formulas for cash which sums shall be
distributed to HealthMax's creditors pursuant to this Plan and the Bankruptcy
Code. HealthMax is presently negotiating with two distinct entities unrelated to
Access Health, IPMC, PMG, GPI, Worr

         Game Distributing, Inc., and/or any of these entities officers,
directors and/or shareholders. HealthMax reserves the right to amend its Amended
Plan and this Amended Disclosure Statement to provide for such sales, subject to
Court approval.

ITEM 2. DESCRIPTION OF PROPERTY.

         The Company's corporate headquarters, including administrative offices
and the offices of HealthMax and of HAP, are located at 2016 South Orange Avenue
Orlando, Florida 32806. The Company leases its offices on a month-to-month basis
from PSC Realty at a monthly rent of approximately $1,500. PSC Realty is owned
in part by Dr. Daniel Pavlik, Chairman and Chief Executive Officer of the
Company. Health Care, which maintains a clinic and its principal administrative
office at the same address is obligated for monthly rent of $1,500. The Company
believes the rents are as favorable the Company as could have been negotiated
with an unaffiliated party.

         The Company's distribution facility is located at 4619 Parkbreeze
Court, Orlando, Florida 32808. The facilities consists of approximately 1,500
square feet of office space and approximately 3,000 square feet of warehouse
space and are leased by Access HealthCare, Inc., for a monthly rent of $1,950,
with cost of living increases in the second and third years. HealthCare provides
the space to the Company at the same rent and under the same terms applicable to
it under its lease with the landlord. Dr. Pavlik has personally guaranteed the
lease.

         The Emdx/Continua subsidiary operation is located at 4849 Paulsen
Street, Suite 301, Savannah, Georgia, 3145. The office is approximately 3,000
square feet and is leased for a monthly rent of $3,100.

         The Company believes all leased property is in good and satisfactory
condition, and is suitable for the Company's business needs for the present and
near term of the respective leases.

                                       18
<PAGE>


ITEM 3. LEGAL PROCEEDINGS.

         On November 21, 2001, the Company filed for protection under Chapter 11
of the United States Bankruptcy Court. In the United State Bankruptcy Court of
the Middle District of Florida, Orlando Division, Case Numbers 01-11619-6B1,
01-11620-6B1, 01-11621-6B1, 01-11622-6B1 and 01-11623-6B1. Prior to filing
bankruptcy, there were numerous judgements against the Company. However, all of
these judgements are being settled within the bankruptcy proceeding.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         There were no matters submitted to a vote of shareholders during the
period.



                                       19
<PAGE>


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION.

         Bid and ask quotations for the Company's Common Stock, $.001 par value,
are posted on the over-the-counter bulletin board of the National Association of
Securities Dealers, Inc ("OTCBB").

         The following table sets forth the range of high and low bid prices for
the Company's Common Stock on a quarterly basis for the year 2001, as reported
by the National Quotation Bureau (which reflect inter-dealer prices, without
retail mark-up, mark-down, or commission and may not necessarily represent
actual transactions).


                                  COMMON STOCK

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


                                                High Bid           Low Bid
                                               -----------       -----------

  Quarter ended March 31, 2001                    $ .85             $ .10

  Quarter ended June 30, 2001                     $ .03             $ .02

  Quarter ended September 30, 2001                $ .025            $ .015

  Quarter ended December 31, 2001                 $ .015            $ .01


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


HOLDERS

         As of May 15, 2002, the approximate number of record holders of the
Company's common stock was 134 including brokerage firms and/or clearing firms
holding the stock for their clientele.

DIVIDENDS

         Holders of Common Stock are entitled to receive dividends when, as and
if declared by the Board of Directors out of funds available therefore, subject
to any restrictions imposed by any loan or other agreements.



                                       20
<PAGE>



         The Company has not paid or declared any dividends on its Common Stock
since its inception and, by reason of its present financial status and its
contemplated financial requirements, does not contemplate or anticipate paying
any dividends upon its Common Stock in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES.

         In May 1999 the Company sold one Unit of its securities pursuant to
Rule 506 promulgated under the Act, for $25,000. The Unit consisted of one
shares of Series A Redeemable Convertible Preferred Stock, one Class A Warrant
and one Class B Warrant. As this was the only Unit sold in the offering, the
investor and the Company agreed that the Company would not issue the Unit.
Instead, the Company has recorded the $25,000 it received from the investor as a
liability. The investor elected to convert the purchase into shares of Common
Stock and was therefore issued 34,772 shares in July 2000.

         In September 2000, the issued shares related to a private placement of
Common Stock to two individuals and one Company, The total issuance was 140,000
shares. The Company believes these investors to be accredited.

         In September 2000, the Company issued 26,666 shares of Common Stock to
an individual who had previously purchased a partial license to sales from the
Central Florida Territory. The individual elected to convert his interest in the
market license to Common Stock and did so at a $0.75 conversation rate. The
Company believes this investor to be accredited.

         In September 2000 and in February 2001, the Company issued an aggregate
of 200,000 shares to Steven Miracle Chief Operating Office for the Company,
pursuant to his employment agreement.

         In September 2000, the Company issued 200,000 shares each to Donald
Metchick , 100,000 which were pursuant to his employment agreement and the
remaining 100,000 were issued pursuant to a termination agreement wherein Mr.
Metchick resigned as an officer and director.

         In January 2001, the Company issued 1,840,000 shares to Pines
International pursuant to a stock purchase agreement. The agreement calls for
the investment to be made in installment. As a result of nonpayment of the
second installment and other circumstances, the Company has demanded return of
the securities and rescission of the agreement.

         In January 2001, the Company issued 100,000 shares to Mr. Robert Kramer
in recognition of certain non-interest baring loans he has made to the Company
both directly and indirectly. The Company believes this investor to be
accredited.

         In February 2001, the Company issued 850,000 to the shareholders of
Emdx Corporation and Continua Health Services, Inc. pursuant to a license
agreement and the share acquisition agreement explain previously.

                                       21
<PAGE>


         In February 2001, the Company reserved 4,000,000 shares to be delivered
to the shareholders of Access Health Care, Inc. pursuant to the share
acquisition agreement explained previously. As of March 23, 2001 3,152,342
shares had been issued.

RECENT SALES OF REGISTERED SECURITIES.

         In January 2001, the Company issued 660,000 shares which were
subsequently registered in an S-8 registration statement, to Mr. Luigi Brun in
accordance with a consulting agreement. As a result of nonperformance under the
agreement and certain other circumstances the Company has demanded return of the
securities and rescission of the consulting agreement.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.

         As a result of the Company filing Chapter 11 Bankruptcy, the Company
incorporates by reference, its' previous disclosure in the Business Section of
its' Form 10-KSB. The Company does not believe that further disclosure in this
section would be appropriate.

ITEM 7. FINANCIAL STATEMENTS

         See Index to Financial Statements on Page F-1.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         As a result of the Company filing for bankruptcy protection under
Chapter 11, the Company retained a new accounting firm, James Scheifley &
Associates. There are no changes or disagreements with the accounts regarding
accounting and financial disclosure.



                                       22
<PAGE>


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16 (a) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS.

         Directors are elected annually and serve until the next annual
shareholders' meeting, unless they resign or are removed earlier in accordance
with the Company's Amended and Restated Articles of Incorporation. Executive
Officers are appointed by the Board of Directors.

DANIEL J. PAVLIK, 50, PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE
BOARD.

         Dr. Pavlik has been active in the healthcare industry for the last 20
years. He obtained his undergraduate degree from Indiana University of
Pennsylvania in 1973. In February 1997 he received his master of science degree
from Rollins College, Orlando, Florida. His postgraduate doctoral studies were
completed by June of 1980, when he received his Doctorate of Chiropractic Degree
from Palmer College of Chiropractic located in Davenport, Iowa. Dr. Pavlik has
founded and developed three healthcare companies during his professional career.

         As President of NMS Rehabilitation, Inc. from 1985 through 1992 he
implemented nine full service physical rehabilitation facilities in a
multi-state forum. From 1987 through 1993 he founded and developed The Academy
of Industrial Health Consultants d/b/a The Academy, a chiropractic Preferred
Provider Organization . From 1980 through the present, Dr. Pavlik has been the
President of Access HealthCare. Since 1996, he has been the President and Chief
Executive Officer of HealthMax, and has been the President and Chief Executive
Officer of Health Alternatives since completion of the Exchange in September
1998.

STEVEN MIRACLE, 46, CHIEF OPERATING OFFICER.

         Mr. Miracle joined the Company as of January 1, 1999, after over 20
years of senior-level healthcare administrative experience, which included
developing and implementing growth strategies for companies prepared to move to
a new level of productivity and orchestrating turn-around situations, as well as
establishing and carrying out business plans from start-up through profitable
operations. Mr. Miracle began his career in healthcare administration after
receiving his M.B.A. from Vanderbilt University in 1977. As part of its early
management group, Mr. Miracle was instrumental in developing and implementing
operating procedures for Humana's primary care business, assisting in the
migration from a hospital-based business and creating templates for the
financial analysis of Humana's acquisition targets. After serving as the
principal operations officer for several start-up ventures, Mr. Miracle served
from July 1994 through July 1996 as the President of AmHealth, Inc., an
occupational health provider, taking it from near


                                       23
<PAGE>



bankruptcy, through a creditor work-out, consolidation, and successful sale.
From July 1996 through December 1998, he was the President of Paideia Health,
Inc., a healthcare and small business consulting and management company. He has
served as the Chief Operating Officer of the Company since January 1999.

ITEM 10. EXECUTIVE COMPENSATION.

         Prior to January 1999 the only person whose compensation, including
salary and bonuses, exceeded $100,000, was Dr. Daniel J. Pavlik, President and
Chief Executive Officer. Effective January 1, 1999, the Company entered into a
written agreement with Steven Miracle, described below.

         The Company presently does not have any form of stock option or stock
grant plan.

SUMMARY COMPENSATION TABLE.

         The following table shows all the cash compensation earned during the
fiscal years indicated to the President and Chief Executive Officer and the
Chief Operating Officer; no other person earned or was paid at least $100,000 in
all forms of compensation. There was no long-term compensation earned or paid to
any party, nor was any other form of reportable compensation earned or paid.

<TABLE>
<CAPTION>
                                     ANNUAL COMPENSATION
==================================================================================================

                                                                Annual Totals

Name and                                             Salary          Bonus           Compensation
Principal Position                  Year              ($)             ($)                 ($)
--------------------------------------------------------------------------------------------------
<S>                                 <C>                   <C>                                 <C>
Daniel  J.  Pavlik,  CEO            2001                 -0-           --                    -0-
                                    2000             175,000           --                175,000
                                    1999             175,000           --                175,000

Steven  Miracle,  COO               2001
                                    2000             125,000           --                125,000
                                    1999             125,000           --                125,000
==================================================================================================
</TABLE>

         The foregoing includes $100,961 earned in 1998 by Dr. Pavlik but not to
date. Included for 1999 are $74,038, and $52,855 for Dr. Pavlik, and Mr. Miracle
respectively, which has not been paid to date. Additionally included in 2000 are
$151,800 and $110,515 for Dr. Pavlik and Mr. Miracle, respectively, which has
not been paid to date. These amounts do not include amounts paid by HealthCare,
which was not a subsidiary during the reported years.


                                       24
<PAGE>


         In Fiscal 2001, Dr. Pavlik and Mr. Miracle did no receive their
respective salaries, but instead accrued them. Upon confirmation of the
Company's Plan of Reorganization, Dr. Pavlik and Mr. Miracle this accrual will
no longer be a liability of the Company and will be disallowed and they will no
longer be employed by the Company and will receive no further salary.

OPTION/SAR GRANTS TABLE.

         None/Not applicable.

AGGREGATED OPTION/SAR EXERCISE AND FISCAL YEAR-END OPTION/SAR VALUE TABLE.

         None/Not applicable.

LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE.

         None/Not applicable.

COMPENSATION OF DIRECTORS.

         The Company does not separately compensate its employee directors for
their service as directors. Non-employee directors are expected to receive, but
have not paid, annual fees of $2,500, with no additional compensation for
meetings attended. Non-employee directors also will be reimbursed any reasonable
out-of-pocket expenses incurred in connection with their attendance at meetings.
No additional compensation is anticipated for service on committees of the Board
of Directors. Prior to April 1999, all of the Company's were employees.
Accordingly, no compensation reportable under this item was paid.


                                       25
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN 5% BENEFICIAL OWNERS AND MANAGEMENT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.

     As of May 15, 2002`, the Company had issued and outstanding 9,860,617
shares of its Common Stock.

NAME AND ADDRESS                       # OF SHARES(1)              % OF TOTAL
------------------------            --------------------         ---------------
The  Daniel  J. Pavlik                   2,404,156                     24.38
Revocable Trust(2)
1602  Patton  Avenue
Apopka,  FL  32703

Steven  Miracle                            850,000                      8.62
3000  Old  Alabama,
Suite  119250
Alpharetta,  Georgia  30022

Pines International (3)                    920,000                      9.33
6900 E. Camelback Road
Suite #912
Scottsdale, Arizona 85251

Luigi Brun (3)                             660,000                      6.69
71 Sir James Court
Arva, Ontario, Canada N0M1C0

Donald D. Metchick                         597,969                      6.06
105 Wisteria Drive
Longwood, Florida 32792

(b) SECURITY OWNERSHIP OF MANAGEMENT.

         As of May 15, 2002, the Company had issued and outstanding 9,860,617
shares of its Common Stock. The following table sets forth, as of May 15, 2002,
certain information regarding beneficial ownership of the Common Stock by
members of Management.

NAME AND ADDRESS                         # OF SHARES                 % OF TOTAL
------------------------            --------------------         ---------------
The  Daniel  J. Pavlik                   2,404,156                     24.32
Revocable Trust(2)
1602  Patton  Avenue
Apopka,  FL  32703

Steven  Miracle                            850,000                      8.62
3000  Old  Alabama
Suite  119250
Alpharetta,  Georgia  30022


                                       26
<PAGE>

--------------------
(1) For purposes of the table, a person is considered to "beneficially own" any
shares with respect to which he/she directly or indirectly has or shares voting
or investment power or of which he or she has the right to acquire the
beneficial ownership within 60 days. Unless otherwise indicated and subject to
applicable community property law, voting power and investment power are
exercised solely by the person named above or shared with members of his or her
household.

(2) Includes 1,152,053 shares owned of record by the Daniel J. Pavlik Revocable
Trust (trustee of which is Dr. Pavlik and the beneficiary of which is Rebecca
Pavlik). Also includes 1,152,100 shares owned of record by The Rebecca Pavlik
Revocable Trust (of which Mrs. Pavlik is the trustee and Dr. Pavlik is the
beneficiary), as to which Dr. Pavlik disclaims beneficial ownership.

(3) The Company has notified Pines International and Mr. Luigi Brun that each
has breached certain agreements pursuant to which each acquired shares indicated
and has demanded the return of the shares and recession of the agreements.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The Company leases its corporate headquarters from an affiliated party
the details of which are sumerized in Part I Section 2 above.

         Pavlik Chiropractic Group, P.A. ("PCG"), a professional association
owned and controlled by Dr. Pavlik, employs the doctors who provide services
through Access Health Care, Inc. Health Care reimburses PCG for the costs
associated with the employment of the doctors, and PCG does not receive any
premium or other compensation for its role.

         A portion of the Company's operations, specifically those related to
sales and distribution of HealthMax products, are conducted through three
affiliated limited liability companies ("LLC"), each of which is responsible for
a separate geographic territory under operating agreements with the Company.
HealthMax is the manager of the LLC's, and performs all operating and
administrative functions for them. The operating agreement with the LLC's
provide that net profits shall be allocated 100% to the investors in the LLC's
until they receive 125% of their investment, then 25% to the investor and 75% to
the Company. Losses are allocated 99% to the investor and 1% to HealthMax. The
term of the LLC's is for five years. Since all operating activities are
conducted by HealthMax on behalf of the LLC's, HealthMax recognizes all of the
sales and expenses related to the operations being conducted for the LLC's.

ITEM  13.  EXHIBITS  AND  REPORTS

         The following previously-filed exhibits are incorporated herein by
reference to the corresponding exhibit number within the Company's Form 10-SB
filed on E.D.G.A.R. June 26, 1999:

Exhibit 3.1.1     Articles of Incorporation of B C Insurance Services, Inc.

Exhibit 3.1.2     Articles of Amendment to B C Insurance Services, Inc.

Exhibit 3.1.3     Articles of Restatement to the Articles of Incorporation of
                  PLC Ventures Corp.


                                       27
<PAGE>

Exhibit 3.1.4     Articles of Amendment to the Amended and Restated Articles of
                  Incorporation of Access HealthMax Holdings, Inc.

Exhibit 3.1.5     Articles of Amendment to the Amended and Restated Articles of
                  Incorporation of Access HealthMax Holdings, Inc.

Exhibit 3.2       Bylaws

Exhibit 4.1       Class A Common Stock Purchase Warrant

Exhibit 4.2       Class B Common Stock Purchase Warrant

Exhibit 10.1      Employment Agreement with Steven Miracle

Exhibit 10.1.1    Amendment to Miracle Employment Agreement

Exhibit 10.3      Form of LLC Operating Agreement (LLC II given as example)

Exhibit 10.3.1    Schedule Pertaining to LLC Operating Agreements

Exhibit 10.4      Form of Market License Agreement

Exhibit 10.5      Form of Affiliated Clinic Agreement (Chiropractic Physician
                  Agreement)

Exhibit 21        List of  Subsidiaries

         The following previously-filed exhibits are incorporated herein by
reference to the corresponding exhibit number within the Company's Form 8-K
filed on E.D.G.A.R. February 2, 2001:

Exhibit 2.1       Share purchase agreement with Pines International Corporation
                  and Access Health Alternatives, Inc.

Exhibit 2.2       Share Exchange Agreement between Continua Health Services,
                  Inc./EMDx, Inc. and Access Health Alternatives, Inc.

Exhibit 2.3       Share Exchange Agreement between Access HealthCare, Inc.
                  shareholders and Access Health Alternatives, Inc.

         The following previously-filed exhibits are incorporated by reference
to the corresponding exhibit number within the Company's Form S-8 filed on
E.D.G.A.R. February 9, 2001:

Exhibit 5         Opinion of Stanley, Delinger & Rascher, P.A.

Exhibit 10        Access Health Alternatives, Inc. Consulting Agreement with
                  Luigi Brun

Exhibit 23        Consent of Tedder, James, Worden & Associates, P.A.,
                  Independent Public Accountants

Exhibit 23.1      Consent of Stanley, Delinger & Rascher, P.A. included in
                  Exhibit 5



                                       29
<PAGE>

                                    SIGNATURE

         In accordance with Section 13 of 15(d) of the Securities Exchange Act
of 1934, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                 ACCESS  HEALTH  ALTERNATIVES,  INC.


                 By:  /s/  Daniel  J.  Pavlik
                    -----------------------------------------
                    Daniel J. Pavlik, Chairman of the  Board,
                    Chief  Executive  Officer  and  President

     In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
there positions and capacities as officers and Directors and on the date
indicated.

                  By:  /s/Daniel J. Pavlik                        May 15, 2002
                     -----------------------------------------
                     Daniel J. Pavlik, Chairman of the Board,
                     Chief Executive Officer and President

                  By:  /s/Steven Miracle                          May 15, 2002
                     -----------------------------------------
                     Steven  Miracle, Chief Operating Officer,
                     Director (Principal Financial Officer)




                                       30
<PAGE>


                         INDEX TO FINANCIAL STATEMENTS







                                      F-1
<PAGE>

                          Independent Auditors' Report

To the Board of Directors of
     Access Health Alternatives, Inc.:


We have audited the accompanying consolidated balance sheet of Access Health
Alternatives, Inc. (the "Company") as of December 31, 2001, and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The financial
statements for the year ended December 31, 2000 were examined by other auditors.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Access Health
Alternatives, Inc. at December 31, 2001 and the results of their operations and
their cash flows for the year ended December 31, 2001, in conformity with
generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital and working capital deficiency, which raises substantial
doubt about their ability to continue as a going concern. Management's plans
regarding those matters are described in Note 10. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

James E. Scheifley & Associates, P.C.
May 1, 2002
Dillon, Colorado


                                      F-2
<PAGE>


                        ACCESS HEALTH ALTERNATIVES, INC.
                           Consolidated Balance Sheet

                                     ASSETS
                                     ------

                                                                    December 31,
                                                                        2001
                                                                    -----------
Current assets:
  Cash                                                              $        24
                                                                    -----------
      Total current assets                                                   24

Deferred rescission costs                                               640,663
                                                                    -----------

Total assets                                                        $   640,687
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities:
  Notes payable                                                     $   287,744
  Accounts payable                                                       65,501
  Accrued liabilities                                                   131,840
  Net liabilities of discontinued operations                          3,204,040
                                                                    -----------
      Total current liabilities                                       3,689,125

  Due to related parties:
    Stockholders                                                        701,273
    Limited liability companies                                       1,390,780
    Affiliated company                                                   95,362
                                                                    -----------
        Total due to related parties                                  2,187,415
                                                                    -----------

Minority interest in subsidiary                                          84,655

Stockholders' equity:
 Preferred stock, $.01  par value,
 10,000,000 shares authorized,  no
  shares issued and outstanding                                              --

 Common stock, $.001 par value,
  50,000,000 shares authorized, 11,730,617
  shares issued and outstanding                                          11,731
 Capital in excess of par value                                       4,335,538
 Unpaid stock subscriptions                                          (2,047,586)
 Accumulated deficit                                                 (7,620,190)
                                                                    -----------
                                                                     (5,320,508)
                                                                    -----------
                                                                    $   640,687
                                                                    ===========


                 See accompanying notes to financial statements.



                                      F-3
<PAGE>

                        ACCESS HEALTH ALTERNATIVES, INC.
                      Consolidated Statements of Operations
                 For The Years Ended December 31, 2001 and 2000

                                                          Year Ended
                                                          December 31,
                                                     2001              2000
                                                 ------------      ------------


General and administrative expenses              $    760,191      $     46,905
                                                 ------------      ------------
  Operating loss                                     (760,191)          (46,905)
                                                 ------------      ------------

Other expenses:
  Interest expense                                     30,442             2,500
                                                 ------------      ------------
   Total other expenses                                30,442             2,500

(Loss) before income taxes                           (790,633)          (49,405)
Provision for income taxes                                 --                --
                                                 ------------      ------------

Net (loss) from continuing operations                (790,633)          (49,405)

Discontinued operation:
  (Losses) of discontinued operation                 (484,542)         (813,229)
  Estimated (loss) on disposal                       (100,000)               --
                                                 ------------      ------------
                                                     (584,542)         (813,229)
                                                 ------------      ------------

Net (loss)                                       $ (1,375,175)     $   (862,634)
                                                 ============      ============


Per share information:
 Continuing operations                           $      (0.07)     $      (0.02)
 Discontinued operations                                (0.05)            (0.29)
                                                 ------------      ------------
  Basic (loss) per share                         $      (0.12)     $      (0.31)
                                                 ============      ============

 Weighted average shares outstanding               11,050,750         2,777,423
                                                 ============      ============



                 See accompanying notes to financial statements.



                                      F-4
<PAGE>

                        ACCESS HEALTH ALTERNATIVES, INC.
                 Consolidated Statement of Stockholders' Equity
                 For The Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>

                                                                             Additional     Unpaid
                                                       Common Stock           Paid-in        Stock       Accumulated
                                                  Shares        Amount        Capital    Subscriptions     Deficit         Total
                                                -----------   -----------   -----------   -----------    -----------    -----------

<S>                                               <C>         <C>           <C>           <C>            <C>            <C>
Balance, December 31, 1999                        2,626,787   $     2,627   $ 1,530,217   $        --    $(5,382,381)   $(3,849,537)

Shares issued for acquisition of a portion
 of the minority interest of HealthMax               20,000            20        19,040            --             --         19,060

Common stock issued for cash                        211,488           211       150,830            --             --        151,041

Common stock issued for services                    300,000           300       205,332            --             --        205,632

Net (loss) for the year                                  --            --            --            --       (862,634)      (862,634)
                                                -----------   -----------   -----------   -----------    -----------    -----------

Balance, December 31, 2000                        3,158,275         3,158     1,905,419            --     (6,245,015)    (4,336,438)

Common stock issued for services                    860,000           860       346,140      (297,000)            --         50,000

Common stock issued for cash                      3,726,067         3,726     1,058,579      (750,000)            --        312,305

Common stock issued for acquisition of
 Continua and Healthcare                          3,956,275         3,956       996,630    (1,000,586)            --             --

Shares issued for acquisition of a portion
 of the minority interest of HealthMax               30,000            30        28,770            --             --         28,800

Net (loss) for the year                                  --            --            --            --     (1,375,175)    (1,375,175)
                                                -----------   -----------   -----------   -----------    -----------    -----------

Balance, December 31, 2001                       11,730,617   $    11,731   $ 4,335,538   $(2,047,586)   $(7,620,190)   $(5,320,508)
                                                ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>



                See accompanying notes to financial statements.


                                      F-5
<PAGE>


                        ACCESS HEALTH ALTERNATIVES, INC.
                      Consolidated Statements of Cash Flows
                 For The Years Ended December 31, 2001 and 2000

                                                              Year Ended
                                                              December 31,
                                                          2001          2000
                                                      -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS                                             $(1,375,175)   $  (862,634)
  Adjustments to reconcile net income to net
   cash provided by (used in) operating activities:
    Issuance of common stock for minority interest            --          2,970
    Issuance of common stock for services                 50,000        205,632
Change in assets and liabilities:
    Liabilities of discontinued operation                187,790        415,104
    Limited liability companies                         (123,618)            --
    Accounts payable                                      34,411         21,086
    Accrued salaries - officers                          559,475             --
    Accrued liabilities                                  129,340          2,500
                                                     -----------    -----------
  Total adjustments                                      837,398        647,292
                                                     -----------    -----------
  Net cash used in operating activities                 (537,776)      (215,342)

Cash flows from financing activities
  Payments on notes and commercial paper                 (28,000)            --
  Proceeds from notes payable                            225,744         90,000
  Due to stockholders                                    (17,631)       (25,707)
  Due to affiliated company                               45,362             --
  Proceeds from sale of stock                            312,305        151,041
                                                     -----------    -----------
  Net cash provided by financing activities              537,780        215,334
                                                     -----------    -----------

Increase (decrease) in cash                                    4             (8)
Cash and cash equivalents,
 beginning of period                                          20             28
                                                     -----------    -----------
Cash and cash equivalents,
 end of period                                       $        24    $        20
                                                     ===========    ===========


                 See accompanying notes to financial statements.



                                      F-6
<PAGE>


                        ACCESS HEALTH ALTERNATIVES, INC.
                      Consolidated Statements of Cash Flows
                 For The Years Ended December 31, 2001 and 2000


                                                                Year Ended
                                                                December 31,
                                                            2001          2000
                                                           ------        -------

SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid for interest                                 $60,077        $68,778
   Cash paid for income taxes                             $    --        $    --




                 See accompanying notes to financial statements.



                                      F-7
<PAGE>

                        ACCESS HEALTH ALTERNATIVES, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2001 and 2000


(1)      Summary of Significant Accounting Policies

         (a) Organization

The Company was originally incorporated in Florida in 1988 as PLC Ventures Corp.
("PLC"). During 1998, PLC completed a reverse merger with Access HealthMax, Inc.
(HealthMax) whereby it acquired approximately 94.3% of the outstanding common
stock of HealthMax, a company engaged in the sale of nutritional products and
programs.

On March 11, 1999, the Company changed its name to Access Health Alternatives,
Inc. (Alternatives). Unless the context indicates otherwise, references
hereinafter to (the "Company") include HealthMax and/or Alternatives.

Certain reclassifications were made to the prior year financial information to
conform to current year disclosures.

         (b) Business

The Company, through HealthMax, distributed (until September 2001) clinical
nutrition programs and products throughout the United States using small doctor
practices as its sales and clinical support base. HealthMax had been in
operation since 1996.

A portion of the Company's operations, specifically those related to sales and
distribution, had been conducted through three affiliated limited liability
companies ("LLC"), each of which was responsible for a separate geographic
territory under operating agreements with the Company. HealthMax managed the
LLC's, and performed all operating and administrative functions for them. The
operating agreement with the LLC's provided that net profits shall be allocated
100% to the investors in the LLC's until they receive 125% of their investment,
then 25% to the investor and 75% to the Company. Losses are allocated 99% to the
investor and 1% to HealthMax. The term of the LLC's is for five years. Since all
operating activities were conducted by HealthMax on behalf of the LLC's,
HealthMax recognized all of the sales and expenses related to the operations
being conducted for the LLC's.

During September 2001, the Company discontinued the operations of HealthMax due
to lack of financing and the un-profitability of the operation. The Company
plans to abandon the operation of HealthMax in connection with the bankruptcy
filing described below. The assets of HealthMax at December 31, 2001 consist of
inventory, equipment and deposits having an aggregate fair value of
approximately $30,000. The liabilities consist of accounts payable, accrued
expenses, notes and commercial paper aggregating approximately $3,200,000. The
Company has provided $100,000 for the estimated cost of abandonment of HealthMax
and the bankruptcy proceeding.


                                      F-8
<PAGE>


         (c) Bankruptcy

On November 21, 2001 the Company, HealthMax and each of the LLC's filed
voluntary bankruptcy petitions in the United States Bankruptcy Court for the
Middle District of Florida. On February 1, 2002 the Company filed a plan of
reorganization under Chapter 11 of the US Bankruptcy Code. The plan, if approved
by the court, provides for the merger of the Company with International
Paintball Manufacturing Corp. (Paintball), a privately held manufacturer of
paintball products. Paintball is controlled by certain individuals who are also
creditors and minority shareholders of the Company. The plan does not provide
for continuing the historical operations of the Company. Creditors of the
Company would be entitled to receive common stock of the Company, HealthMax and
each LLC upon conversion of the LLC to stock corporation status at exchange
rates to be determined by the court.

         (d) Other Merger Activity

In January 2001, the Company agreed to acquire two companies, Continua and EMDx
(collectively, "EMDx"), subject to certain conditions. Under the terms of the
acquisition, the Company will acquire 100% of the stock in each company for a
total of 850,000 restricted shares. The companies are involved in providing
technology services to the healthcare industry and providing discounted medical
lab services.

In January 2001, the Company agreed to acquire a controlling interest in Access
HealthCare, Inc. (HealthCare) subject to certain conditions. Under the terms of
the acquisition the Company will acquire 100% of the stock of Healthcare for up
to 4,000,000 restricted shares. HealthCare operates a chiropractic group
practice in Central Florida and has affiliated chiropractic practices throughout
Florida and is controlled by the Company's major stockholder.

The acquisition agreements for Continua, EMDx and Healthcare contain provisions
that should the Company fail to raise a minimum of $8,000,000 within nine months
of the acquisition dates, the shareholders may return the shares in the Company
in return for 91% of the stock of Continua and EMDx and return of 100% of the
stock of Healthcare.

The Company was unable to complete the financing that would remove the
contingency for unwinding the transactions. The Company expects, based upon
communications with the shareholders, that the shares issued pursuant to the
acquisition agreements will be returned to the Company and cancelled upon its
emergence from bankruptcy. Healthcare is not a party to the bankruptcy
proceeding and will continue to be operated by prior management. The shares of
Healthcare held by the Company will be surrendered in connection with the
bankruptcy proceeding and a minor portion thereof may be distributed to
creditors. The Company's investments in Continua, EMDx and Healthcare have been
accounted for on the cost basis in the accompanying financial statements as
control of these entities was temporary and due to the significance of the
contingency which prevented the finalization of the mergers. The fair value of
the shares issued in connection with the agreements ($1,000,586) has been
classified as a reduction of stockholders' equity in the accompanying financial
statements.


                                      F-9
<PAGE>



         (e) Income Taxes

The Company accounts for income taxes under the provisions of Statement of
Financial accounting Standards No. 109 Accounting for Income Taxes. Under
Statement 109, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.

         (e) Use of Estimates

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

         (f) Revenue Recognition

Sales are recognized when the product is shipped.

         (g) Property and Equipment

Property and equipment are stated at cost. Depreciation is provided over the
estimated useful lives of the individual assets using straight-line and
declining-balance methods.

         (h) Basic Net Loss Per Share

The earnings per share are computed by dividing the net income (loss) for the
period by the weighted average number of common shares outstanding for the
period. Common stock equivalents are excluded from the computation if their
effect would be anti-dilutive.

         (i) Fair Value of Financial Instruments

The carrying amount reported in the Company's balance sheet for cash, accounts
receivable, notes and commercial paper payable, accounts payable and accrued
expenses approximate their fair value because of the short-term maturity of
these instruments.

         (j) Minority Interest

The net proceeds received from a private placement of common stock of HealthMax
in 1998 have been reflected as a minority interest in subsidiary. In view of the
agreement to acquire the minority interest in 1999, (see Note 8) all of the loss
of HealthMax was reflected in the accompanying consolidated financial statement
of operations for the years ended December 31, 2001 and 2000.


                                      F-10
<PAGE>


(2)      Notes Payable

Notes payable at December 31, 2001 are as follows:

Notes payable, bearing interest at 14%; unsecured                       $128,616
Note payable, bearing interest at 10.5%; unsecured                        24,928
Note payable, bearing interest at 15%; unsecured                          59,500
Notes payable, bearing interest at 12% to 18%; unsecured                  75,000
                                                                        --------
       Total notes payable                                              $287,744
                                                                        ========

The notes payable are past due and are expected to be converted to common stock
as the Company emerges from bankruptcy.

(3)      Transactions with Related Parties

In connection with forming the three LLC's, HealthMax received $225,000 as
reimbursement for costs incurred in connection with the formation and
development of their business plan, and HealthMax also received $65,000 for each
regional office opened by the Company. These amounts are being recognized over a
60-month period. HealthMax recognized income of $78,000 each year for 2001 and
2000. The LLC's were operating at a loss in 2001 and 2000. In accordance with
the operating agreement, 99% of the LLC's losses, which amounted to $123,618 and
$89,411, were reflected as a reduction of selling, general and administrative
expense of HealthMax in 2001 and 2000, respectively. When the balance due to an
LLC has been reduced to $-0-, there are no further allocations of losses
according to the operating agreement. HealthMax has an option, exercisable
within a five year period, to purchase some or all of the members interest in
the LLC's at a price equal to 125% of their capital contribution, less any prior
returns of capital contributions, plus any amount necessary to pay a 10.50%
preference return to members. The amounts due to LLC's of $1,390,780 and
$1,514,398 at December 31, 2001 and 2000, respectively, reflects proceeds from
the Limited Liability Company offerings reduced by charges to the LLC's for
formation, opening regional offices, reimbursement for inistrative overhead
expenses and 99% of the operating losses of the LLC's, until the balances due to
the LLC's are reduced to $-0-. The amount due to LLC's was increased by deferred
rescission costs as detailed in the following paragraph.

In October 1999, HealthMax was advised by the Department of Professional and
Financial Regulation, Bureau of Banking, Securities Division for the State of
Maine, that certain sales of LLC's economic interests to Maine residents were
not covered by an exemption from registration, and were affected with the
assistance of a person not licensed to sell securities in that state, and
therefore are subject to rescission. HealthMax, through counsel, has confirmed
that it will offer rescission to the Maine investors, but has not yet determined
the manner or method of this offer. Neither the LLC's, HealthMax nor the
Company, has sufficient funds available to return the full amount of the Maine
investors' interests (approximately $743,750), should they all elect to rescind
their investment. At December 31, 2001 and 2000, the total deferred rescission
costs were $640,633.


                                      F-11
<PAGE>


Amounts due to the LLC's are allocated ratably to members of the LLC's who are
considered to be unsecured creditors in the Company's bankruptcy proceeding.

The Company rents its administrative office from a partnership in which the
principal shareholder of the Company is a partner. Lease expense relating to the
lease was $11,940 in 2000. No rent was charged for the year ended December 31,
2001. At December 31, 2001, the Company had a liability for unpaid rent to the
partnership of $99,575, which is included in net liabilities of discontinued
operation. The Company sold nutritional products to an affiliate, Access
HealthCare ("HealthCare") at cost . Such sales amounted to approximately $19,000
in 2000 and were not significant in 2001. The Company had an outstanding balance
due to Healthcare of $95,362 at December 31, 2001.

(4)      Leases

The Company is obligated under long-term capital leases and non-cancelable
operating leases, for equipment and office space that expire at various dates
through 2004. Aggregate remaining lease payments at December 31, 2001 amounted
to approximately $44,300 and are fully accrued in net assets of discontinued
operation at that date.

(5)      Income Taxes

The actual income tax benefit differs from the "expected" tax benefit, computed
by applying the U.S. Federal Corporate Income Tax Rate of 34%, to the loss
before income taxes, as follows:

                                                        2001             2000
                                                     ---------        ---------
Income tax benefit computed at the                   $ 467,000        $ 294,000
   federal statutory rate of 34%
State income tax benefit, net of                        51,000           31,000
   tax benefit federal
Increase in valuation allowances                      (518,000)        (325,000)
                                                     ---------        ---------
                                                     $      --        $      --
                                                     =========        =========


                                      F-12
<PAGE>



The components of the deferred income tax asset are as follows:

                                                       2001            2000
                                                   -----------      -----------

Deferred tax assets:
    Net operating losses                           $ 2,631,000      $ 2,164,000
    Start up costs capitalized
     for tax purposes and amortized
     over a five year period,
     expensed for financial statement
     purposes                                          140,000          140,000
   Unearned income                                      74,000           74,000
   Other                                                 1,000            1,000
                                                   -----------      -----------
                                                     2,846,000        2,054,000
   Valuation allowance                              (2,846,000)      (2,054,000)
                                                   -----------      -----------
                                                   $        --      $        --
                                                   ===========      ===========

At December 31, 2001, the Company had tax operating loss carryforwards of
approximately $7,125,000 available to reduce future federal income taxes, which,
if unused, will expire through 2021. Due to the discontinuance of the HealthMax
operation and a potential change of ownership that may result as the Company
emerges from bankruptcy, the Company may be unable to fully utilize the loss
carryforward to reduce future taxable income.

(6)      Litigation

The Company is a nominal defendant in a legal action. While the results of the
legal action cannot be predicted with certainty, the Company believes that the
final outcome of such litigation will not have a materially adverse effect on
its financial condition.

(7)      Contingency

At December 31, 2001 and 2000, the Company has suffered recurring losses and has
a net capital deficiency of $5,320,508 and $4,336,439, respectively, and a
working capital deficiency of $4,485,736 and $4,696,103, respectively, which
raises substantial doubt about its ability to continue as a going concern. The
Company has filed for protection under federal bankruptcy statutes and has
submitted its plan of reorganization to the court.


                                      F-13
<PAGE>


(8)      Common Stock Transactions

Effective January 1, 1999, the Company entered into employment agreements with
two officers, which provided that each officer will receive a base salary plus a
cash bonus equal to two percent (2%) of the Company's net profit after income
taxes, subject to maximums of $100,000, $150,000 and $200,000 in 1999, 2000 and
2001, respectively. The employment agreements also provide common stock bonuses
to each officer of 100,000 shares in 1999, 2000 and 2001, respectively. The
200,000 shares to be issued as of January 1, 2000 and 1999 have been reflected
as compensation as of December 31, 2000 and 1999. The value of the shares issued
was based on the trading price of the Company's common stock, less a discount
for the restriction on transferability of the shares. In September 2000, one of
the officers terminated employment. The Company issued 100,000 shares of common
stock in 2000 for accrued wages and reimbursement of business expenses. The
Company valued this transaction at the estimated fair value of the expenses.
Based upon the employee agreement, the officer will not be entitled to the
100,000 shares in 2001. The Company has accrued an aggregate of unpaid salary
due to the officers of $559,475 as of December 31, 2001.

During January and March 2001, the Company issued 1,840,000 shares to each of
two individuals in anticipation of aggregate cash proceeds amounting to
$1,000,000. The Company received $250,000 from one of the investors, however, no
additional cash was or is now expected to be received. The Company is attempting
to recover the unpaid shares and has classified the $750,000 due for the shares
as unpaid stock subscriptions in the accompanying balance sheet.

In January 2001, the Company issued 860,000 shares of common stock to a
consultant for services. The value of the shares issued was based on the trading
price of the Company's common stock. The consultant has not completed the
contract services and the Company is attempting to recover the shares. An
estimate, based on the contract term, of $297,000 for unfulfilled services has
been included in the caption "Unpaid stock subscriptions" in the accompanying
balance sheet.

The Company is authorized to issue 10,000,000 shares of preferred stock, $.01
par value per share, the rights and preferences of which may be designated by
the Board of Directors without shareholder approval. On March 3, 1999, the
Company designated the rights and preferences of its Series A Redeemable
Convertible Preferred Stock, and authorized the sale of up to 1,400,000 shares
as part of an offering that was terminated in September 1999 (the "Unit
Offering"). Prior to the Unit Offering, no series of preferred stock had been
designated. Although one Unit was sold in the Unit Offering for $25,000, the
purchaser has agreed to accept an investment in the Company's next offering,
provided the terms are as favorable to him as were the terms of the Unit
Offering. No definitive terms have been established for the Company's next
offering, and it is possible that the $25,000 will be returned to the investor
at some future date and has been included in accrued liabilities.


                                      F-14
<PAGE>


In April 1999, the Company agreed to acquire the minority interest in HealthMax
for restricted stock of the Company, at the rate of one share of the company's
common stock for each share of HealthMax stock exchanged. If all of the minority
shareholders exchange their HealthMax stock for the Company's stock, the Company
would be required to issue approximately 430,000 additional shares of common
stock. During 2001, 2000 and 1999, the Company issued 30,000, 20,000 shares and
289,104 shares, respectively, for acquisition of a portion of the minority
interest.


                                      F-15