UNITED STATES
                       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, 1999

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

         4619  Parkbreeze  Court
           Orlando,  Florida                             32808
  --------------------------------              ------------------------

Issuer's  telephone  number  (407)299-0629

                                -----------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

     Title of each class                      Name of each exchange on which
                                              each class is registered

                                     -NONE-
    ----------------------                    -------------------------------



           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                          COMMON STOCK, $.001 PAR VALUE
                          -----------------------------
                                (TITLE OF CLASS)

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 there is no 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.  [   ]


<PAGE>
STATE  ISSUER'S  REVENUES  FOR  ITS  MOST  RECENT  FISCAL  YEAR:  $523,484

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the  average  bid  and  ask price of such common equity, as of a
specified  date  within  the past 60 days.  (see definition of affiliate in rule
12b-2 of the exchange act.)  The aggregate market value of the voting stock held
by  non-affiliates  computed  be reference to the average bid and asked price of
such  stock, as of  March 30, 2000 is $1,253,278 based upon a per share price of
$0.75.

     (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
Company  equity,  as  of  the  latest  practicable  date.  As  of March 20, 2000
2,636,887  shares of the issuer's $.001 par value common stack were outstanding.

TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT:  [   ]  YES  [ X ]  NO


                        ACCESS HEALTH ALTERNATIVES, INC.

                                   FORM 10-KSB
                      FOR THE YEAR ENDED DECEMBER 31, 1999



                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS.

GENERAL  CORPORATE  HISTORY

     Access  Health  Alternatives, Inc.  (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 of Healthmax (the "Healthmax principals")
entered  into  a  share  exchange  agreement,  dated as of 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,  which  they  acquired  from  prior  plc
Shareholders  in  a  private  transaction.

     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 10-for-1 reverse split was declared  effective March
15, 1999. All numbers of shares of common stock and preferred  stock  referenced
In this registration  statement (including  references earlier in this document)
Have been adjusted for this reverse split, unless otherwise indicated.


                                        1
<PAGE>
     On  March  31,  1999,  the board of directors authorized the acquisition of
Access  Healthcare,  inc.  ("Healthcare"), an affiliated entity, in exchange for
Two  million  shares of the Company's common stock. In October 1999, the Company
And  Healthcare  verbally  agreed to delay the closing of this transaction until
The  securities and exchange commission has indicated it has no further comments
To the Company's form 10 sb presently on file with the commission, the timing of
Which  cannot  be  predicted  by  the  Company.

     In late April 1999, the Company agreed to acquire the minority interests 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.  This
Transaction was  substantially  completed in May 1999, but documentation was not
Completed  until  January  2000.  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.

     The Company currently  operates as a holding Company with two subsidiaries.
Operations of the nutritional  Health care business of the Company are conducted
Under its  Healthmax  subsidiary.  In May 1999 the  Company  formed  its  second
Subsidiary,  access Health assurance plans, inc. ("hap"), a Florida  corporation
That will market the Company's member benefits programs. It is intended that the
Clinical  aspects of the Company's  complementary  and  alternative  Health care
Program will be conducted under Healthcare through  Healthcare-owned  locations,
Following  the  conclusion  of  the  pending  acquisition.  Unless  the  context
Indicates otherwise,  references hereinafter to "the Company" include Healthmax,
Healthcare and hap. The Company's principal place of business is 4619 parkbreeze
Court, orlando, Florida 32808. Its telephone number is (407) 299-0629.

HISTORICAL  CAPITALIZATION

     Initial  funding  of  Healthmax  was  provided  through  approximately $2.2
Million  in  short-term  debt  financing  which  was  loaned  to  Healthcare  by
Individual  investors.  Most  of that indebtedness was assigned by Healthcare to
Healthmax.  This indebtedness was $869,637 at December 31, 1998 and presently is
The  $822,135.

     In October 1997,  Healthmax  organized access  Healthmax,  llc ("llc i"), a
Colorado limited liability Company, to market the Company's  nutritional program
In Florida and colorado. Utilizing the new marketing strategy, llc i established
A regional office in colorado springs,  colorado,  and also commenced operations
Out of the  offices of the  corporate  offices in  orlando,  Florida.  Healthmax
Organized  Access  Healthmax llc ii in 1997 to market the Company's  nutritional
Products in Minnesota,  Illinois,  Wisconsin,  Iowa, North Dakota, South Dakota,
Kansas, Nebraska,  Missouri, Texas, Oklahoma, Arkansas And Louisiana.  Healthmax
Organized Llc Iii in 1998 to Market the Program In Washington,  D.C., Maine, New
Hampshire,  Vermont,   Massachusetts,   Rhode  Island,  New  Jersey,  New  York,
Connecticut,  Delaware, Maryland And Pennsylvania. Llc i, llc ii and llc iii are
Separate  legal  entities;  the respective  investors in each limited  liability
Company have no rights to participate in the marketing areas, business,  profits
Or assets of the other entity,  or in the capital  structure of Healthmax or the
Company.  For  information  about the  relationship  between the Company and its
Llcs, and the flow of goods,  services and payments  between the Company and the
Llcs, see "limited liability companies affiliated with the Company," below.

     During  the  first  half  of  1998,  Healthmax  conducted  an  offering  of
Securities,  resulting in gross proceeds of approximately $450,000. In September
1998,  Healthmax  completed  a  reverse merger with plc venture corp. (which had
Been a dormant business from inception). In February 1999, the Company completed
A  limited  offering of common stock resulting in gross proceeds of $485,000. In
March 1999, the Company began an offering of units consisting of preferred stock
And warrants, for gross proceeds of up to $1,008,000 (the "unit offering"). That
Offering  has  been  terminated,  having raised gross proceeds of $25,000. Funds
Raised  in  the unit offering have been recorded as a liability on the Company's
Books,  as they May be returned to the investor or converted to an investment in
A  future  offering  by  the  Company,  at  the  investor's  election.

LIMITED  LIABILITY  COMPANIES  AFFILIATED  WITH  THE  COMPANY

     The  capital  structure  of each of the  llcs is set  forth  in a  separate
Operating agreement,  with Healthmax as the manager of the llc and the investors
In each llc as economic  members.  The economic members generally have specified
Rights  to  participate  in  distributions  of cash and  assets,  and to vote on
Certain limited matters,  but have no rights to participate in the management of
The business of Healthmax.  Healthmax,  as the manager of each llc, has complete
Authority to manage the business of the llc.

     Distributable  cash  from  operations  of  each  llc will be distributed as
Follows:  first,  to  the  economic  members until they have received total cash
Disbursements  equal  to their preference; second, to the economic members until
They  have  received  total  cash  disbursements  equal to their initial capital
Contributions  plus 25% thereof; third to Healthmax (as general member) until it
Has  received total cash disbursements equal to its initial capital contribution
($10,000  for  each llc); and thereafter, 25% to the economic members and 75% to
Healthmax.


<PAGE>
     preference is defined in each  operating  agreement to be the right of each
Economic  member to  receive  from  distributable  cash  paid out by the llc,  a
Non-guaranteed,  cumulative, non-compounding cash payment equal to 10.5% (annual
Interest) of the economic member's initial capital contribution.  Payment of the
Preference is not secured by assets of  Healthmax,  the Company or any affiliate
Of the Company, is not an obligation of any affiliate of the Company,  and is to
Be paid only from profits  derived from operating  revenue  realized by the llc.
Payment  of the  preference  will  continue,  in  amounts  equal to 10.5% of the
Original initial capital contributions,  until the economic members, as a class,
Have  received  total  cash   disbursements   equal  to  their  initial  capital
Contributions  plus an additional  amount equal to 25% of such original  initial
Capital contributions.

     Profits of the llc generally will be allocated 100% to the economic members
Until  cumulative  net  profits  paid  to  them equal cumulative cash preference
Payments  (including  amounts  equal  to  125%  multiplied  by the amount of the
Initial capital contributions); thereafter, profits will be allocated 25% to the
Economic  members and 75% to Healthmax. Losses are allocated 99% to the economic
Members  and  1%  to  Healthmax,  and  are  treated as a reduction of Healthmax'
Selling,  general and administrative expenses. When an llc's account balance has
Been  reduced  to zero, there are no further allocations of losses, according to
The  operating  agreement.

     pursuant  to  the operating agreement with each llc, Healthmax has received
From each llc $65,000 on a one-time basis for each regional office opened by the
Llc  in  their  respective  regions, such payment being for the right to use the
Computer  systems  software  and  clinic  marketing  data base of Healthmax, for
Accounting  and  other office administration services performed for the llc, and
For  the  payroll  cost  to  Healthmax  of  providing personnel for training and
Marketing  sessions  for  Healthcare  doctors  from  participating  clinics.  In
Addition,  each  llc  has  reimbursed Healthmax approximately $75,000 for legal,
Accounting and other costs incurred and paid by Healthmax in connection with the
Development  of  the  business  plan  for  each  llc.

     also,  pursuant to each llc operating agreement, Healthmax receives $10,000
Per  month  as  a  management  fee  for  each  regional  office of each llc. The
Management  fee  offsets  a  portion  of  Healthmax'  ongoing  general  and
Administrative  overhead  expenses.

     pursuant to the operating agreement with each llc, Healthmax has the option
To  purchase all of the limited liability Company interests held by the economic
Members,  at  a price equal to 125% of the original purchase price (initial cash
Capital  contribution)  therefor.


BUSINESS  OVERVIEW.

     The Company,  through its subsidiaries,  is building a diversified national
Alternative   Healthcare  network.  The  Company,   through  its  majority-owned
Subsidiary Access Healthmax, Inc., presently offers a nutritional alternative to
Traditional  Healthcare,  in a clinical  setting through  Healthcare  providers.
Healthmax has developed and is  distributing  proprietary  blends of nutritional
Products under the supervision of  Healthmax-trained  professionals  and through
Other distribution channels.  Additionally, the Company plans to launch a robust
Internet gateway providing  information  about nutritional  Health to consumers,
Along with product sales, and support for its national group of access Healthmax
Nutritional centers.  Following the acquisition of Healthcare,  the Company will
Offer complimentary and alternative Healthcare services, initially consisting of
Acupuncture,  massage  therapy,  nutrition,  and  chiropractic  services  in the
Central  Florida  region.  The  Company's  newest  subsidiary,  hap,  offers  an
Employer-directed  program  of  nutritional  support  to  employees,   providing
Discounts  on  Healthmax  products  and  services  through the access  Healthmax
Provider network.

     Daniel J. Pavlik  organized  Healthmax to market to Healthcare  clinics and
Independent   distributors   a   comprehensive   "wellness"   and   "preventive"
Healthstyle/lifestyle   management   program  which  incorporates  the  sale  of
Nutrition supplement products.  Healthmax commenced operations in February 1996.
Since that time, the Company has focused on the  development of its  proprietary
Blend of nutritional  products,  and has tested various methods of distribution.
The additions of  Healthcare  and hap to the Company are believed to add broader
Dimensions to the delivery of wellness and preventive  care. As of January 2000,
Approximately  165  Healthcare  centers  either  offer or have  agreed  to offer
Healthmax products and services.

     The  Company's   primary  clinical   channel  for  distributing   Healthmax
Nutritional  products and services is the  Healthmax  nutritional  center.  This
Channel is supported by two additional networks presently under development: the
Independent  Health assurance agent network;  and the Health associate  network.
Although the Company  believes that these  networks will form the foundation for
The  distribution  of the  Company's  products  and  services,  the Company also
Believes  that it is  important to  continuously  evaluate the efficacy of these
Networks, and of the Company's delivery strategies in general.  Accordingly, the
Company anticipates  modifications in these networks,  the elimination of one or
More networks,  and the addition of other networks and methods of  distribution,
From time to time as performance indicates.

HEALTHMAX  NUTRITIONAL  CENTERS


                                        2
<PAGE>
     The  principal method for delivering the Company's nutritional products and
Services  is  through  the  Healthmax  nutritional  center,  a clinical facility
Licensed to offer Healthmax' products and services. Healthcare providers who are
Associated  with  the  centers  are  part  of  the  Healthmax preferred provider
Network,  and  will  be  given access to members of the nutritional options plus
Plan,  described  below. Healthcare providers authorized to distribute Healthmax
Products  must  be recognized and licensed diagnosticians in the states in which
They  operate, and must be either chiropractors, allopaths, or osteopaths. As of
January  2000  ,  providers  servicing  approximately 165 centers offer, or have
Agreed  to  offer,  Healthmax  products  and  services.

     members  of  the  Healthmax preferred provider network receive training and
Educational  programs  on an ongoing basis; the Company strongly recommends that
Members  follow  a  course  of  Healthmax-designed  study  leading  to Healthmax
Certification.  This  ongoing  training,  and  the  ongoing  support provided by
Regional  and  national  Healthmax  staff,  is  one  of the features the Company
Believes  highlights  the  Company's  emphasis  on the clinical component of the
Delivery  of  its  nutritional  products, and distinguishes Healthmax from other
Participants  in  this  industry.

ACCESS  HEALTH  ASSURANCE  PLANS,  INC.  ("HAP")

     Hap  is  the  Company's newest subsidiary, and much if its business remains
Under  development.  It  offers  two member benefits programs, briefly described
Below.

     The  nutritional options plan is a member benefits plan open to individuals
And  families,  at no monthly fee. Discounts on Healthmax products are provided,
As  are  copies  of  the  Company's  wellcare  bulletin  and  wellcare  journal.

     The  nutritional options plus plan is an employee membership plan, designed
To  primarily  be  an addition to existing Health benefit programs, similar to a
Vision  care  or  dental  care.  For  a  fixed monthly fee per member per month,
Employers  can provide their employees with discounted fees on services provided
By  members of the Healthmax preferred provider network (including a free annual
Wellness  exam  and the lowest retail pricing available on Healthmax nutritional
Products).  Members  also  will  receive  free  copies of the Company's wellcare
Bulletin  and  other  informational  material  on  an  ongoing  basis.

     Participants  in  the nutritional options plus plan receive a greater range
And  depth  of  benefits  than  those in the nutritional options plan, including
Steeper  discounts  on  products and an annual wellness exam. The "plus" plan is
Designed to provide maximum benefits when members take advantage of the clinical
Services of the Healthmax preferred provider network, in contrast with the basic
Plan,  which  provides  more moderate discounts to consumers that either have no
Access  to the Healthmax preferred provider network or prefer a more "self-help"
Form  of  nutritional  Healthcare.

THE  ROLE  OF  HEALTH  ASSURANCE  AGENTS  AND  HEALTH  ASSOCIATES

     The  Company  believes  that  the  successful  deployment  of its method of
Distribution  of  products and services will be enhanced by the development of a
Robust  network  of  independent  "Health  assurance  agents"  and a broad-based
Universe of "Health associates." Health assurance agents identify companies that
Appear  to be candidates for participating in the nutritional options plus plan,
Based  on their geographic location and their numbers of employees. These agents
Are  expected  to  be  currently  involved  in offering Health-related voluntary
Member  benefits  programs  to  and  through  employers, such as dental-care and
Vision-care  programs,  and  will add the nutritional options plus plan to their
Menus.  Agents  will  be  paid  commissions  based  on  the  number of employees
Enrolled.

     Anyone  that  actively  engages  in  enrolling  members  of the nutritional
Options  plan  is  a  Health  associate.  Compensation will be paid based on the
Volume  of  products  purchased by members enrolled by the Health associate, and
For  referrals  to  other  Health  associates,  subject  to  quotas.

     The  Company  is  in the process of developing strategies to recruit Health
Assurance  agents  and  Health  associates,  and  anticipates  active use of the
Internet  and  other  direct  marketing  means  as integral part of this effort.
Additionally,  the  Company  intends  to form alliances with an existing benefit
Communication  and  enrollment  firms  that specialize in worksite marketing and
Benefit  delivery  systems,  in  order  to  accelerate the development of Health
Assurance  agents  and  the deployment of the nutritional options plus plan. One
Such  alliance  has  been  formed  with the benecom group, a benefits enrollment
Company,  that  has  agreed  to  represent  the nutritional options plus plan to
Employees  of  employers  recruited  through  their  efforts

INDUSTRY

     There are approximately 550,000 allopathic doctors and approximately 50,000
Chiropractors  and  50,000 osteopaths who are licensed to practice in the united
States. A great majority of these practitioners work as solo practitioners or in
Small group practices. Most practitioners now are realizing reduced incomes as a
Result  of  the  growth of hmos and other efforts by employers and government to


                                        3
<PAGE>
Limit or stop increasing Health care costs. As an alternative to becoming direct
Employees  of  hmos,  those  doctors  and other practitioners who wish to remain
Independent  or  in  a small group need to achieve economies of scale and, where
Possible,  diversify  and  increase  revenue  centers.

COMPETITION  OVERVIEW

     With respect to  competition  for the  consumers of Healthmax  products and
Services,  the principal  markets in which the Company  competes are competitive
And fragmented,  with competitors in the nutritional  supplements market and the
Alternative  Healthcare  markets.  Increased  competition  could have a material
Adverse effect on the Company, as competitors May have far greater financial and
Other  resources   available  to  them  and  possess  extensive   manufacturing,
Distribution and marketing capabilities far greater than those of the Company.

     Although  there  are  thousands of Health food stores, including some small
Chains and several national companies, all of which sell a variety of herbal and
Other  nutritional  items,  and  one  national  retail  chain (general nutrition
Centers),  the  Company  is  unaware of any other Healthcare Company utilizing a
Systems  approach,  with  a  clinical  component  attached  to  the  delivery of
Products.  Moreover,  while  nutritional  products, supplements and vitamins are
Being sold over the internet by such enterprises as vitamins.com, the Company is
Unaware  of  any website offering interaction with practitioners on a membership
Basis.

     During the past  several  years,  a number of  companies  (such as anabolic
Labs, inc., and metagenics,  inc.) Have attempted to use Healthcare providers as
A  sales  channel  for the  distribution  of  vitamins,  supplements  and  other
Nutritional  Healthcare  products.  Most  of  these  competitors,   the  Company
Believes,  have used a multi-level marketing or network marketing approach,  and
Have offered  practitioners  no  education,  support or training  related to the
Delivery of the products.  The Company believes that its ability to compete for,
And retain,  the loyalty of its providers as vendors of Healthmax  products will
Be derived largely from a  comprehensive  approach to the market that features a
"closed loop" of mutually  supportive  activities.  Providers are trained in the
Healthmax  approach to nutritional  services and receive  support through visits
With   Healthmax-trained   provider   representatives.   These   providers  also
Participate in the nutritional  options plus plan,  which is designed to deliver
New patients to their practice. Provider retention is expected to be enhanced by
The  inclusion  of free  services  such as patient  newsletters  and an internet
Presence that will be offered to practitioners who request it.

     The  Company  believes it can effectively compete by establishing a robust,
And atypical, distribution channel through the offices of licensed professionals
Who  have  been  trained  in  the  evaluation  of  patients  from  a nutritional
Standpoint.  This  network  of  providers  will  create  an underpinning for the
Company's  program  that  communicates  a  significant  point of difference from
Nutritional  retail  operations  and,  as  such,  a  competitive  advantage  for
Healthmax.  In  addition,  Healthmax  will  distribute  products containing only
Pharmaceutical-grade  raw material, which is not believed to be the case of most
Mass-marketed  nutritional  supplements. Lastly, Healthmax products are a unique
Blend  of  ingredients, which delivers in one bottle the ingredients often found
In multiple bottles.  For example, oxyaccess contains 10 distinct anti-oxidants,
Which  are  more  commonly  sold  individually  or in smaller combinations. With
Respect  to  its  ability  to  compete  effectively for distributors (Healthcare
Providers  who  distribute  the Company's products), Healthmax believes that the
Training  and  tools  that  it offers with respect to nutritional Healthcare are
Attractive  incentives  to  professionals  interested  in  expanding their scope
Beyond  the  curriculum  taught  in school, while providing a means of enhancing
Their  revenue  stream.  Moreover,  as  the  nutritional  options  plans offered
Through  hap  develop  more  fully,  Healthmax  will deliver new patients to the
Members  of  its provider network, an advantage the Company does not believe can
Be  offered  by  others  in  this  industry.

     With  respect to  Healthcare,  the Company  believes  that its  competitive
Advantage will be derived from an ability to provide enhanced services, improved
Quality and greater  availability  than other  providers  of  complimentary  and
Alternative  medicine (cam). The Company believes that it is the only cam center
In the orlando, Florida area that offers chiropractic, podiatric and nutritional
Medicine,  as opposed to single  modality  centers.  Further,  its experience in
Managed care has resulted in the development of an administrative infrastructure
For credentialing, payment, and account processing as a means of delivering "one
Stop" operations,  from administrative  support, to provider availability to the
Managed  care payor.  Accordingly,  while the  managed  care  environment  makes
Competition  on the basis of price  insignificant,  the  Company  believes  that
Healthcare's   infrastructure   should  enhance  its  ability  to  operate  more
Profitably.

     INTELLECTUAL  PROPERTY

     The  Company has relied on common law copyright, trademark and service mark
Rights  to  protect  its  intellectual property, and on common law trade secrecy
Laws  with  respect to the formulations of its products. Common law intellectual
Property  rights do not provide the Company with the same level of protection as
Afforded  by  a  united  states  federal  registration  of  a  mark.  In


                                        4
<PAGE>
Addition, common law rights are limited to the geographic area in which the mark
Is  actually  used, while a united states federal registration of a mark enables
The  registrant  to  stop  the  unauthorized  use of the mark by any third party
Anywhere  in the united states even if the registrant has never used the mark in
The  geographic  area  wherein  the  unauthorized  use  is  being made provided,
However,  that  an  unauthorized  third  party  user  has  not,  prior  to  the
Registration  date,  perfected  its  common  law rights in the trademark in that
Geographic area). The Company also intends to register its trademarks in foreign
Jurisdictions  where  the  Company's  products are sold, when such international
Sales  commence. However, the protection available in such jurisdictions May not
Be as extensive as the protection available to the Company in the united states.

     As  of  January  2000,  the  Company  (through  Healthmax)  had one federal
Trademark  and  service  mark registration pending with the united states patent
And  trademark  office  (the  "pto").  The application (serial number 75/601,162
Filed  December  7,  1998) covers the phrase "access Healthmax," for nutritional
Supplements  (class  5),  and  for  Healthcare services (class 42). In addition,
Healthmax  has  filed  for  copyright protection of the "access Healthmax system
Manual,"  and  is awaiting a file number from the pto. The Company's policy will
Be  to  pursue  registrations  for  all  of  the  trademarks  and  service marks
Associated  with its key products and services, as human and financial resources
Allow.

CURRENT  NUTRITIONAL  SUPPLEMENT  PRODUCTS

     Healthmax'  proprietary   formulations  of  vitamin,   mineral  and  enzyme
Supplements  have been formulated by a certified  nutritionist,  in consultation
With other Healthcare  professionals.  The products are made from natural, whole
Food  plant  sources  and  are  formulated  to  address   specific   nutritional
Deficiencies  through a systems approach to wellness.  Products are manufactured
For  Healthmax to its  specifications  by a private  manufacturing  Company that
Serves the nutritional supplement industry.

     The following are descriptions of the key products being sold as of January
2000,  categorized  by the system they are designed to address. In addition, the
Company  has  formulated  a  number  of  other products, which have not yet been
Manufactured  or  sold.

DAILY NUTRITIONAL SYSTEM (DESIGNED TO SUPPLY THE BODY'S DAILY NEED FOR VITAMINS,
MINERALS,  PLANT  ENZYMES  AND  TRACE  ELEMENTS):

     DIGESTYME  -   AN  ENZYME  COMPLEX  THAT  HELPS  OVERALL  DIGESTION  AND
               ASSIMILATION  OF  FOOD  AND  REDUCES  FATIGUE
     VITADAY  -     A  WHOLE  FOOD  MULTI-VITAMIN  AND  MINERAL  COMPLEX  THAT
               SUPPLIES  THE  BODY'S  DAILY  NEED  FOR  VITAMINS,  MINERALS
               AND  TRACE  ELEMENTS

ENDOCRINE SYSTEM (DESIGNED TO INCREASE HORMONE LEVELS, BOOST IMMUNE FUNCTION AND
MEMORY  FOR WOMEN, AND REDUCE AND PROTECT AGAINST PROSTATE GLAND ENLARGEMENT AND
INCREASE  LIBIDO  FOR  MEN):

     Prostatemax  -    a  natural  support  for the prostate gland that protects
               against  prostate  gland  enlargement  and  improves
               prostate  function
     Youngagain  -     an  anti-aging  formula  containing natural aging factors
               that  serves  to  increase  hormone  levels  and  boosts
               immune  function  and  memory

Circulatory  system  (designed as a natural appetite suppressant and to increase
Metabolism  of  fat):

     Slimmax  -        a  fat  and  carbohydrate  eliminator  that binds dietary
               lipids  (fats),  lowers  dietary  and  serum  cholesterol
               and  triglyceride  levels  and  naturally  reduces  appetite
     Thin-ergy  -      a  thermogenic  herbal  energy  formula  designed  to
               activate  metabolism  of  fat  stored  in  the  brown
               adipose  tissue

Detoxification  system  (designed  to eliminate toxins from the blood stream and
Waste  products from the body and to improve absorption of nutrients from food):

     Liverpure  -      a  gentle  and  effective  herbal  liver  detoxifier that
               gradually  removes  excess  and  stored  waste  products
               from  the  body
     Colonpure  -      a  gentle  and  effective  intestinal  purifier  that
               improves  absorption  of  nutrients  and  helps  remove
               waste  products  from  the  colon


<PAGE>
Musculo-skeletal system (designed to support tissue repair, reduce inflammation,
Swelling,  arthritic  pain  and  soft  tissue  pain  due  to  injury):

     M.B.J.  -         (muscle, bone & joint);  an  all  natural support for the
               musculoskeletal  system  that  helps  replace  bone  mineral
               loss  and  provides  nutritional  building  blocks  for
               joint  surfaces
     Inflammazyme  -   a  natural  anti-inflammation  formula  that  reduces
               swelling,  joint  pain,  and  soft  tissue  pain  due  to
               injury

Digestive  system (designed to replace digestive enzymes and the "good bacteria"
In  the  digestive  tract):

     digestyme  -      (see  above)
     floraplus  -      a probiotic  that  replenishes the "good bacteria" in the
                 digestive  tract

Immune  system  (designed  to  promote  anti-bacterial and anti-viral action and
Protects  against  free  radical  damage):

     oxyaccess  -      an antioxidant  that  assists  in  protecting  the  body
                 against  free  radical  damage  and  increases  oxygen  to
                 the  cells
     immunemax  -      an  immune  boosting  formula  that  promotes
                 anti-bacterial  action,  anti-viral  action,  and
                 anti-fungal  action

     The  Company also is developing a series of wellness protocols, such as its
Weight  wellness  program,  which  incorporate  certain  of  its products (e.g.,
Vitaday, Slimmax and Thin-ergy, in the case of the weight wellness program) with
A specific clinical program (such as a low-carbohydrate diet) under the guidance
Of  Healthmax  trained  Healthcare  professionals.

PLANNED  ACQUISITION  OF  HEALTHCARE

     In  March 1999, the Company decided to acquire Healthcare for approximately
Two  million shares of the Company's common stock. The transaction is subject to
The completion of definitive agreements and additional due diligence. In October
1999,  the  parties  agreed  to  defer  closing  on  this  transaction until the
Securities and exchange commission has indicated that it has no further comments
With  respect  to this registration statement. The Company's president and chief
Executive  officer  is the principal shareholder of Healthcare, and will receive
Most  of  the  consideration  on  the completion of the acquisition. The Company
Believes  that  the acquisition of Healthcare will serve as the platform for the
Acquisition  of  additional  revenue-generating  complementary  and  alternative
Healthcare  practices,  consolidating  back-office operations and increasing the
Consistency and quality of services, as well as enabling Healthcare to offer the
Benefits  of  its  contracts  to  other complementary and alternative Healthcare
Practices.

     Healthcare  is currently engaged in the business of providing complementary
And  alternative Healthcare services through its four Healthcare-owned locations
In  the  central  Florida  area and over 100 affiliated practices throughout the
State  of  Florida.  The Healthcare-owned  centers  offer,  to  varying degrees,
Acupuncture, massage therapy, nutrition and  chiropractic  services.  Affiliated
Practices  all  offer  chiropractic  services  and  May  offer one or more other
Complimentary  and  alternative  service. Services are provided under a range of
Reimbursement  programs  that  include  traditional  insurance  plans,  workers'
Compensation,  personal  injury,  private  pay,  hmos,  and  ppos.

     Healthcare  estimates  that  in  excess  of 90% of its revenue consistently
Comes from the four Healthcare-owned clinics, while less than 10% of its revenue
Is  derived  from  the  administrative fees generated by the affiliated centers.

     Healthcare  is  the  outgrowth  of  Daniel J. Pavlik, D.C., P.A., which was
Organized  in the state of Florida in April 1983 by Dr. Pavlik. Dr. Pavlik owned
and  operated  Healthcare  as  a  sole practitioner for a number of years with a
small  support  staff.  As  the  practice  grew,  Dr.  Pavlik  hired  additional
Chiropractic  physicians  to  be associate doctors with him. Healthcare focused,
during  its initial years, on the treatment of the work-related injury, pursuant
to  claims under the Florida department of worker's compensation law. Dr. Pavlik
and  Healthcare have worked diligently in the marketing of and the communication
with  the  third-party  payors  and  many employers in the central Florida area.


<PAGE>
     Due  to requests from both insurance companies and employers for Healthcare
to  provide wider geographic access to its clinical protocols, procedures, staff
and  expertise, Healthcare started a process of looking at expansion, and did so
from late 1987 through early 1993. During its initial expansion, Healthcare made
a  decision  to  move  into  the  new  area of Healthcare called "managed care."

     In order to provide  the  breadth of  geographic  coverage  required by the
Nature of managed care and the relationships with third-party payors, Healthcare
Established relationships with providers in the central Florida area in specific
Territories that were not otherwise serviced by Healthcare-owned  centers.  This
Enables  Healthcare  and  Healthcare  affiliated  clinics  to  service a greater
Patient base, making the Healthcare  enterprise,  as a whole, more attractive to
Larger  participants  in the managed care arena,  because  more  patients May be
Serviced  through  the  relationships  with  Healthcare  than could be  serviced
Through the Healthcare-owned clinics alone.

     An affiliated  clinic is a clinic not owned by Healthcare but whose doctors
And staff are under  contract  with  Healthcare  to provide  necessary  services
Compensable   through   third-party   payors,   such  as  cigna,   prucare   and
Healthoptions.   While  the  affiliated  clinic  contracts   directly  with  the
Third-party  payors as part of that  payor's  "panel" of  Healthcare  providers,
Healthcare serves as a liaison between the third-party payors and the affiliated
Clinics,  processing and managing the claims and administrative aspects of their
Relationships.  For  these  services,  Healthcare  retains  10%-18%  of  revenue
Collected by it on behalf of those  providers from the third-party  payors,  and
Pays the balance to the providers,  whether the provider's relationship with the
Payor calls for a captivated  payment or on a discounted  fee for service basis,
Or otherwise.  Healthcare has no financial  interest in the affiliated  clinics,
Nor any responsibility for the delivery of Healthcare services.  Healthcare does
Oversee the clinics'  utilization  management and quality assurance functions of
Patient care as part of its  interaction  between the  providers and the payors,
However it does not take any role in the day-to-day operations of the affiliated
Clinics.

     Healthcare,  under the Company's umbrella,  intends to expand its marketing
And operational  plans  throughout the united states,  both in terms of acquired
Clinics and affiliated  clinics.  As the Company's human and financial resources
Allow,  a focused  market  study will be  developed  to assess  regional  market
Opportunities  and a specific  acquisition  strategy.  Although  there have been
Other  attempts at national  "roll-ups"  of  Healthcare  practices,  the Company
Believes  that it will be able to  offer  advantages  to  target  practices  and
Otherwise will be well-positioned to make this venture successful.

     Healthcare  provides  no products other than certain nutritional Healthcare
Products of Healthmax that it distributes, and certain durable medical equipment
Prescribed  to patients during the normal course of patient care. These products
Are  not  unique  to  nor  proprietary  to  Healthcare.

     Healthcare  maintains a diverse customer base, with no predominant payor or
Payor  type.  As  a participant in the highly competitive field of complimentary
And  alternative  Healthcare, it May be expected that this Company competes with
Other  practice  groups  who May have greater financial and human resources than
Healthcare.

REGULATION  -  PRODUCT  FORMULATION  AND  LABELING.

     The  Company's  products are subject to  regulation  by one or more federal
Agencies,  including the fda,  ftc,  consumer  product  safety  commission,  and
Various state and local agencies. In particular,  the fda regulates the labeling
And sales of dietary supplements,  including vitamins,  minerals and herbs, food
Additives,  food supplements,  cosmetics,  and over-the-counter and prescription
Drugs.  The private label companies used to manufacture  the Company's  products
Are subject,  among other things, to regulation by the fda as food manufacturing
Facilities in compliance with the current good manufacturing  practices ("cgmp")
Rule promulgated by the fda.

     The dietary  supplement Health and education act of 1994 (the "dsa") amends
The united states food, drug, and cosmetic act by defining  dietary  supplements
To include  vitamins,  minerals,  nutritional  supplements  and  herbs.  The dsa
Provides a regulatory  framework to ensure safe quality dietary  supplements and
The  dissemination  of  accurate   information  about  such  products.   Dietary
Supplements  are  regulated  as  foods  under  the dsa and the fda is  generally
Prohibited from regulating the active ingredients in dietary supplements as food
Additives or as drugs unless the product claims trigger drug status.

     The dsa provides for specific nutritional labeling requirements for dietary
Supplements  effective  January 1, 1997. The dsa permits substantiated, truthful
And  non-misleading  statements  of  nutritional support to be made in labeling,
Such  as  statements describing general well-being from consumption of a dietary
Ingredient  or  the  role  of  a  nutrient or dietary ingredient in affecting or
Maintaining  structure  or function of the body. In addition, the dsa authorizes
The fda to promulgate cmgps for dietary supplements modeled after cmgps for food
Manufacturing.  The  fda  will  be  proposing  various  rules and regulations to
Implement the dsa; however, Healthmax believes it is in material compliance with
All  currently  applicable  laws.


<PAGE>
     The dietary  supplement  industry is subject to  regulations by the fda and
Local authorities.  However,  dietary  supplements have now been affirmed by the
Dsa as a food and not a drug or food  additive.  As a result,  the regulation of
Dietary  supplements  is  significantly  less  restrictive  than the  regulatory
Framework  imposed  upon   manufacturers  or  distributors  of  drugs  and  food
Additives. Unlike food additives, which are more regulated, and new drugs, which
Require  regulatory  approval of  formulation  and labeling  prior to marketing,
Dietary supplement companies are authorized to make substantiated  statements of
Nutritional  support  and  to  market  new,   manufacturer-substantiated-as-safe
Dietary supplement  products without fda preclearances.  Since the Company makes
No  therapeutic  claims for its products,  the Company  believes it falls within
This category.  However,  the fda retains  jurisdiction to regulate labeling and
Printed sales  literature  insofar as such materials May invoke the fda's Health
Claims regulations. The Company cannot determine what effect new fda regulations
In this area might have on its business in the future.  Such regulations  could,
Among other  things,  require  expanded  or  different  labeling,  the recall or
Discontinuance  of certain  products,  additional  record  keeping and  expanded
Documentation   of  the   properties   and  certain   products  and   scientific
Substantiation.

     in the future, the Company May be subject to additional laws or regulations
Administered  by  the  fda  or  other  federal,   state  or  foreign  regulatory
Authorities,  the  repeal  of laws or  regulations  that the  Company  considers
Favorable,  such as the dshea, or more stringent interpretations of current laws
Or regulations. The Company is unable to predict the nature of such future laws,
Regulations,  interpretations  or  application,  nor can it predict  what effect
Additional  governmental  regulations  or  administrative  orders,  when  and if
Promulgated,  would have on its  business  in the future.  They could,  however,
Require the reformulation of certain products to meet new standards,  the recall
Or discontinuance of certain products not able to be reformulated, imposition of
Additional  record  keeping  requirements,  or  expanded  documentation  of  the
Properties of certain  products,  expanded or different  labeling and scientific
Substantiation.  Any or all of such  requirements  could have a material adverse
Effect on the Company's results of operations and financial condition.

RESEARCH  AND  DEVELOPMENT

     Although  the Company  has chosen to  integrate  the costs of research  and
Development  in its  general  overhead,  and has not  separately  accounted  for
Research and  development  expenses,  management is of the view that until 1999,
Virtually  all  of  its  expenditures   were  in  the  nature  of  research  and
Development.  Total  expenditures  for each of the last two  fiscal  years  were
$1,697,789 in the fiscal year ended  December 31, 1998, and  $1,373,562,  in the
Fiscal year ended  December  31,  1997,  virtually  all of which were related to
Product   formulation,   development  and  revision  of  distribution   methods,
Development and revision of marketing strategies, or development and revision of
Training and support protocols and associated manuals.

     management  anticipates  spending  little, if anything, on product research
And  development  in  1999,  although  it  May  bring to market several products
Already  formulated  but not presently being produced. To the extent significant
Research  and  development does occur in 1999, the Company believes that it will
Be  related  to  adjustments  and/or refinements in current product lines and in
Testing of new and old methods of distribution, training, marketing and support.

ITEM  2.  DESCRIPTION  OF  PROPERTY.

    Effective Novermber 1, 1999, the Company's corporate headquarters, including
Administrative  offices,  distribution  and research and development facilities,
The  offices  of  Healthmax  and  of  hap, are 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., under a three-year agreement
With  Dr.  Philips,  inc.,  an unaffiliated party, 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, the Company's president (and
The  president  of  Healthcare)  has  personally  guaranteed  the  lease.

     Prior  to  Novermber  1,  1999,   the  Company   leased  its  offices  on a
Month-to-month  basis from psc realty, an affiliated party, at a monthly rent of
Approximately  $1,500.  Healthcare,  which  maintains a clinic and its principal
Administrative  office at the same  address  (2016 s.  Orange  avenue,  orlando,
Florida), has assumed the Company's portion of the space, and, as of Novermber
1, 1999, is obligated for monthly rent of $3,000.

     The  Company  also  maintains  a  regional  sales  office  in  bloomington,
Minnesota.  Prior to September 1, 1999, the Company had been renting that office
From an employee, Dr. Mark leutem, on a month-to-month basis for $600 per month.
Dr.  Leutem  is  no  longer  charging the Company rent, although it continues to
Maintain  a  presence  at  that  location.

     Until  October  1,  1999, the Company maintained a regional sales office in
Colorado  springs,  colorado,  which  it  had  rented from an unaffiliated third
Party,  tim rose as receiver, for a monthly rent of $600.00. The Company has not
Determined  whether  or  to  where  it  will  relocate  its  colorado  office.


                                        5
<PAGE>
     Until  Novermber  1,  1999, the  Company  utilized   certain   distribution
Facilities in norcross,  georgia,  under a verbal  agreement,  for which it paid
$2,000 per month to solos  management,  an  unaffiliated  third  party,  through
Paideia Health, inc., an affiliated party. This arrangement has been terminated.

     The  Company  believes  all  leased  property  is  in good and satisfactory
Condition,  and is suitable for the Company's business needs for the term of the
Respective  leases.

     addresses  for  the  Company's  present  locations  are  as  follows:

Florida:       4619  parkbreeze  court,  orlando,  fl  32808

Minnesota:     2850  metro  drive,  suite  223,  bloomington,  mn  55425

     the  location  for  the  principal  office  of Healthcare is 2016 s. Orange
Avenue,  orlando,  fl  32806.

Item  3.  Legal  proceedings.

     On  October  28,  1999, marty kass filed a lawsuit in the circuit court for
The  eighth  judicial circuit for alachua county, Florida, against Dr. Daniel j.
Pavlik,  access  Healthmax,  inc.,  access  Healthcare,  inc., and access Health
Alternatives,  inc.  The  action  seeks repayment of a loan and enforcement of a
Settlement agreement, for approximately $51,664, plus court costs and fees.  The
Company  believes  the  suit  will  be satisfied upon payment of all outstanding
Amounts owed, and has recorded reflected a liability in the amount of $52,000 on
The  balance  sheet  at  September  30,  1999.

      On January 4, 2000, an action was filed in the circuit court for the ninth
Judicial circuit for orange county, Florida, by james michaelides, the estate of
Anna  michaelides  and  andrew  nicolaides, against innovative Health solutions,
Inc., Healthmax, inc. [sic], Pavlik chiropractic group, p.a., richard a.  Weaver
And  daniel  j.  Pavlik.  This action seeks the repayment of four loans totaling
$145,000  plus  court  costs  and  fees.  The Company has not yet determined its
Response  to this action. The sums sought are reflected as debt on the Company's
Books,  and  are  among a series of loans evidenced by notes with an approximate
Present  balance  of  $820,000.  Although  the notes each originally were due to
Mature  in nine months from their making, they all have been renewed or extended
By  their  holders.  Interest  only,  at  the annual rate of 10.5%, is due until
Maturity.  All  interest  payments  were  made  through September 1999, although
None  of  been  made  since that time. Under the terms of the notes, non-payment
Of  interest,  when  due,  constitutes  a  default,  and  entitles the holder to
Accelerate the note if the delinquent payment has not been made within 21  days.
Other  than the plaintiff in the foregoing lawsuit, none of the note holders has
Indicated any intention of accelerating their note. As of December 31, 1999, the
Amount of unpaid interest on the notes was approximately $22,400; as of February
29,  2000,  this  amount  was  approximately  $37,300.

     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  the llc's interests to maine residents were not
Covered by an exemption from registration, and were effected with the assistance
Of  a  person  not  licensed to sell securities in that state, and therefore are
Subject  to  rescission.  Without  admitting  any violations of applicable maine
Securities  laws,  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 rescind the full amount of the maine investors'
Interests  (approximately  $763,750),  should  they  all  elect to rescind their
Investment.  The  potential  impact  this  action May  have  on Healthmax or the
Company  as  a  whole,  or on their financialstatements,  cannot  be  determined
At  this  time.  The  Company, however, has recorded  a  liability in the amount
Of  $763,750  on  its  books.

     In  December   1999  the  Company   became  aware  of  an  inquiry  by  the
Comptroller's  office of the state of Florida  into the manner by which  certain
Llc interests were sold to residents of Florida. The state has requested certain
Documents and information from the Company,  from the llcs and from Healthmax in
What the Company  believes is an effort to  determine  if  securities  were sold
Without  registration or without an exemption from  registration,  or by persons
Not licensed to sell  securities in the state.  The Company is cooperating  with
The state's  inquiry,  and is unable to speculate at this time as to the outcome
Of such inquiry.

     In addition to the states of Florida and maine, where a total of $1,472,298
And  $763,750,  were  raised,  respectively,  llc  interests  were sold in other
Jurisdictions  as  follows:  utah, $80,000; texas, $204,198; missouri, $197,704;
Ohio,  $65,500;  California,  $25,000;  minnesota, $51,000; New Jersey, $25,000;
Michigan,  $50,000;  and Canada, $50,000.  Although the Company has not received
Any  communications  from the regulators in the jurisdictions other than Florida
And  maine concerning the sale of llc interests, further inquiries are possible.
It  is  impossible at this time to ascertain the potential impact such inquiries
May  have  on  the  llc,  Healthmax  or the Company. Without concurring that any
Improprieties  occurred,  the Company believes that further rescission offerings
May  be  required.  The  Company will continue to evaluate avenues of satisfying


<PAGE>
Any  required  rescission offerings, and the advisability of offering rescission
In  jurisdictions  where  such  rescission  is  not  required  by the regulatory
Authorities.  Although  it  was  believed at the time of the offerings that they
Were  made  substantially  in  compliance  with  applicable  state  law, further
Evaluation  on  a  state-by-state basis would be required by the Company at this
Time  before stating a position with respect to whether it had actually complied
In  all  material  respects  with  such  state  laws,  which  evaluation will be
Undertaken  by  the  Company  in  the  near  future.

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

     THERE  WERE  NO  MATTERS  SUBMITTED  TO  SHAREHOLDERS  DURING  THE  PERIOD.


                                     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. From the commencement of trading in October 1998 until
The  reverse  stock  split  in  March  1999,  the stock traded under the symbol,
"ahmx."  following  the reverse stock split, through June 1999, the stock traded
Under  the  symbol,  "ahmxd."  the  stock briefly resumed quotation under "ahmx"
Before  changing  to  "ahmxe"  in  early  July.

     In  early  August  1999,  the  Company's common stock became ineligible for
Quotation  on the bulletin board, and began being quoted on the "pink sheets" of
The  national  quotation  bureau  under  the  symbol,  "ahmx."

     The following table sets forth the range of high bid and low bid prices for
The  Company's  common  stock  on  a  quarterly  basis since the commencement of
Trading in October 1998 (giving retroactive effect to the 1-for-10 reverse stock
Split  declared  in  March  1999),  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). The foregoing
And  following information should not be taken as an indication of the existence
Of  an  established  public  trading  market  for  the  Company's  common stock.

                  COMMON  STOCK

                                             HIGH  BID       LOW  BID
                                             ---------       --------
QUARTER  ENDED  DECEMBER 31, 1998            $55.00000       $0.62500

QUARTER  ENDED  MARCH 31, 1999                $5.62500       $0.15630

QUARTER  ENDED  JUNE 30, 1999                 $2.75000       $1.62500

QUARTER  ENDED  SEPTEMBER 30, 1999            $1.87500       $0.90163

QUARTER  ENDED  DECEMBER 31, 1999             $0.48000       $0.25000

HOLDERS.

     As  of  March 20, 2000, the approximate  number  of  record holders of the
Company's common stock was 128. This includes  brokerage  firms  and/or clearing
Firm holding the  Company's  stock for their clientele (with each such brokerage
House and/or clearing  house  being  considered  as  one  holder).  The  Company
Believes that the number  of beneficial owners exceeds 200, however there can be
No assurance that this  is  accurate.

DIVIDENDS.

     Holders  of  common stock are entitled to receive dividends when, as and if
Declared  by  the board of directors out of funds available therefor, subject to
Any  restrictions imposed by any loan or other agreements. The Company presently
Does  not  believe  there  are  any  such  restrictions.


                                        6
<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.

     The  following  unregistered  securities of the Company have been issued in
The  period  from  September  2, 1998 (the exchange date) through March 31, 2000
(with  adjustments  shown  to  reflect the reverse stock split declared in March
1999).  Although  the Company believes that an exemption from registration under
The  federal  and/or  state  securities  laws  was  available  for each of these
Issuances, if it is otherwise determined at some future date, the Company May be
Required  to  offer  rescission  of  such  issuance  or  issuances.

      The Company believes that each of the recipients of shares indicated below
Had  access  to  the  kind of information  normally  presented in a registration
Statement.  Moreover,  the  Company  believes that each party that purchased the
Company's  securities  was a sophisticated individual at the time of the receipt
Of  the  Company's  common  stock.

       In  February  1999,  the Company sold a total of 323,334 shares of common
Stock,  for  an  aggregate  of  $485,000, pursuant to rule 504, to the following
Persons  and  in  the  following  amounts:

ALAN  K.  AVRA                                               10,000  SHARES
LONNIE  E.  AVRA                                             10,000  SHARES
JOSEPH  CAMILLO                                              10,000  SHARES
CHEVERLTON  FUND  LTD.                                       60,000  SHARES
RICHARD  W.  COFFMAN                                         10,000  SHARES
THOMAS  S.  DANFORD                                          10,000  SHARES
DERRICK  DENTAL  CARE,  P.A.  MONEY  PURCHASE  PLAN          10,000  SHARES
ANTHONY  C.  &  ROSEMARY  E.  DERRICK                        10,000  SHARES
SEAN  R.  DERRICK                                            10,000  SHARES
HI-TEL  GROUP,  INC.                                         30,000  SHARES
GEORGE  R.  KINNEY                                           40,000  SHARES
ANGIE  G.  LANGLEY                                           14,334  SHARES
LYLE  G.  MEYERS                                             20,000  SHARES
SHEILA  O'DERRICK                                            10,000  SHARES
PROGRESSIVE  MEDIA  GROUP,  INC.                             39,000  SHARES
GREIG  A.  RANK                                              10,000  SHARES
DAVID  TUSCAN                                                10,000  SHARES
DOUG  WARD                                                   10,000  SHARES

     In  March  1999,  the Company issued a total of 16,000 restricted shares to
Certain  employees,  independent  contractors  and  consultants,  as a bonus for
Services  rendered.  The  issuance  of these shares was not tied to performance,
Nor  was it issued in lieu of cash compensation, although the Company has valued
The  share  (and,  accordingly,  the  consideration  for which they were issued)
At  $1.00  per  share. The Company issued these shares to the following  persons
(none of whom is believed to be an  accredited  investor)  in  appreciation  for
Their  extraordinary service to the Company.  None  of  the  recipients  of this
Stock  received  the type of information normally presented in a prospectus. The
Shares  were  issued  under  section  4(2)  of  the  act,  as  follows:

BARRY  BRADLEY                          10,000  SHARES
RON  BROMAN                                500  SHARES
ROGER  CAMERON                             500  SHARES
KIRK  JOHNSON                              500  SHARES
MARK  LEUTEM                             1,500  SHARES
BRENT  PHILLIPS                          2,500  SHARES
MARY  JO  SABATA                           500  SHARES

     In  April  1999,  the  Company  issued  150,000  shares  of common stock to
Patricia Cohen, in consideration for her assistance in facilitating revisions in
January and  February  1999  to  the original exchange and related transactions.
These shares  were valued by the parties at $150,000, and were issued under rule
504.

     In  April  1999,  the  Company  issued 75,000 shares of common stock to amy
Lewis,  in  consideration  for  consulting  services  rendered  by  her husband,
Michael,  on  behalf public acquisition consultants, inc. ("pac").  Mr. Lewis is


<PAGE>
The  president  of  pac  and  ms. Lewis is its sole shareholder; the shares were
Issued  to  ms.  Lewis personally at the request of pac.  The shares were issued
Under  section  4(2), and were due to have been issued immediately following the
Exchange  in  September  1998.  The  parties have valued the shares at $1.00 per
Share, as there was no trading market for them at the time they were earned, and
The  services were valued at $75,000.  Pac was  instrumental in establishing and
Furthering  the relationship between access Healthmax and plc, and received this
Stock  grant  in  appreciation  for its assistance. The Company does not believe
That  pac  is  an  accredited  investor.  It  was  not provided with the type of
Information  normally  presented  in  a  prospectus.

     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,
And,  at  the  investor's  election,  the
Company  will  either  return the funds or will apply it to an investment on the
Company's  behalf  in  a  future  offering  of  securities  by  the  Company.

     In  July  1999  the Company retained the edge unlimited, inc. ("the edge"),
Orlando,  Florida  to  provide  certain  investor relations and public relations
Services  valued  at  $120,000,  for  which the edge received 150,000 restricted
Shares  of the Company's common stock, under section 4(2) ($.80 per share).  The
Company  is  unaware of whether the edge is an accredited investor. Although the
Edge  had  access  to  management,  and received such information concerning the
Company  as  it  requested,  it did not receive the type of information normally
Presented  in  a  prospectus.

     From April 1999 through January 2000, the Company exchanged common stock of
Healthmax  for  common  stock  of  Health  alternatives,  under  section 4(2).an
Aggregate  of  353,503  shares  of  the  Company's  common  stock were issued to
Approximately  50  former  shareholders  of  Healthmax,  some  of  whom  are not
Accredited  investors.  Although  all  of  these persons were provided with such
Information  concerning the Company as was reasonably available at the time, and
Were  invited  to consult with their financial advisors and to request any other
Information  of  the  Company  as  they  believed  appropriate,  the information
Provided  was not equivalent to the information that would normally be presented
In  a  prospectus.

FRANK  ALDRIDGE                                        30,000  SHARES
AMBROSIA  HEALTH  ENTERPRISES,  INC.                   10,000  SHARES
JOHN  H.  BRETT,  JR.                                  10,000  SHARES
ALBERT  K.  BRINSON,  IRA                               2,000  SHARES
SHELLEY  D.  BROWN                                     10,000  SHARES
PHILIP  AND  LINDA  CARLAND                             5,000  SHARES
RALPH  W.  CATANESE                                    20,000  SHARES
DOMINICK  J.  COSTANZO                                  5,000  SHARES
KENNETH  R.  CRUTCHFIELD                                2,000  SHARES
JAMES  D'ANGELO                                         5,000  SHARES
RALPH  L.  DAVIS,  JR.                                 20,000  SHARES
HELEN  DECKER                                           2,500  SHARES
BERTON  L.  DESELMS                                     2,000  SHARES
ROBERT  A.  FOSS                                        2,000  SHARES
RICHARD  AND  PHYLLIS  GRUOSSO                          5,000  SHARES
RONALD  AND  KIRAI  HOFFMAN                             5,000  SHARES
DOUGLAS  JORDAL                                         5,000  SHARES
FREDERICK  J.  KOLLETT,  JR.                            5,000  SHARES
GARY  S.  KUSKIN                                       10,000  SHARES
PAT  E.  LUSE                                           2,500  SHARES
MICHAEL  AND  CHARLENE  MACDONALD                      30,000  SHARES
CATHY  AND  THOMAS  MACHACYK                            2,500  SHARES
BRUCE  AND  KIMBERLEY  MADDOX                           2,500  SHARES
PHILIP  AND  LINDA  MANCUSI                            10,000  SHARES
LILLIAN  AND  PETER  MARCELLI                           2,500  SHARES
LUCA  AND  YVONNE  MASCIARELLI                          9,200  SHARES
ROBERT  AND  ANNE  MICELOTTA                            2,500  SHARES
STANLEY  MOREIRA                                        2,500  SHARES
MARCY  MORGAN                                           2,500  SHARES
NELDA  AND  JAMES  MURRAY                               2,500  SHARES
PATRICK  M.  O'NEILL                                    2,500  SHARES
PENSCO  PENSION  FBO  FAYE  MILES                       2,500  SHARES
PENSCO  PENSION  FBO  RAYMOND  D.  BROWN                3,803  SHARES


                                        7
<PAGE>
BRENT  PHILLIPS                                        10,000  SHARES
TINA  C.  PIASIO                                        6,000  SHARES
PALMA  PRIVITERA  LIVING  TRUST                         2,500  SHARES
SHARON  PROCACCIOANTI                                   2,500  SHARES
DELVIN  E.  RESSEL  REVOCABLE  TRUST                    5,000  SHARES
RETIREMENTS ACCOUNTS, INC., FBO PHILIP J. CARLAND       5,000  SHARES
PAUL  SEMBER                                           25,000  SHARES
MICHAEL  D.  SEMBER  TRUST                             35,000  SHARES
WILLIAM  STRINGER                                       3,500  SHARES
ARMAND  &  MARIE  TADDEO                                5,000  SHARES
KAREN  TADDEO                                           6,000  SHARES
WILBURN  D.  TAYLOR                                     2,500  SHARES
RONALD  P.  TERRILL                                     2,000  SHARES
ROBERT  W.  YARBER                                     10,000  SHARES

    In Novermber 1999, the Company issued 100,000 shares each to Donald Metchick
And  Steven  Miracle,  which  issuance  was  intended  to occur in January 1999,
Pursuant  to  their  respective employment agreements, pursuant to section 4(2).
The  Company  has valued the share (and, accordingly the consideration for which
They were issued) at $1.10 per share. Neither Mr. Metchick nor Mr. Miracle is an
Accredited  investor,  and  although  neither  received  the type of information
Normally  found  in  a  prospectus, as members of management, they had access to
Such  information.

     In  December  1999,  the  Company  issued an aggregate of 400,000 shares of
Common  stock  to certain employees as follows, under section 4(2). The issuance
Of  these  shares was not tied to performance, nor was it issued in lieu of cash
Compensation,  although the Company has valued the shares (and, accordingly, the
Consideration  for which they were issued) at $.50 per share. The Company issued
These  shares  to  the  following  persons  (none  of  whom is believed to be an
Accredited  investor)  in  appreciation  for  their extraordinary service to the
Company.  None  of the recipients of this stock received the type of information
Normally  presented  in  a  prospectus.

MARK  LEUTEM                         50,000  SHARES
BRENT  PHILIPS                       50,000  SHARES
STEVEN  MIRACLE                     100,000  SHARES
DANIEL  J.  PAVLIK                  100,000  SHARES
DONALD  METCHICK                    100,000  SHARES

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS.

     The  following  discussion  and analysis should be read in conjunction with
the  financial  statements  of  the Company and the acCompanying notes appearing
subsequently under the caption "financial statements."  the following discussion
and  analysis  contains  forward-looking  statements,  which  involve  risks and
uncertainties.  the  Company's  actual results May differ significantly from the
results,  expectations  and plans discussed in these forward-looking statements.

     In  the  fourth   quarter  of  1999  the  Company   focused   primarily  on
consolidating  operations  in light of its capital  shortage.  the  distribution
center which had been  established in atlanta,  georgia was closed and relocated
to new  warehouse  space in orlando,  Florida.  development  of new offices were
halted as the Company chose to focus on maintaining and developing  sales to its
established network of consumers and providers. the Company continued to develop
the  nutritional  options plus  program and test market  direct sales within the
orlando market.

YEAR  ENDED  DECEMBER  31,  1999  COMPARED  WITH  YEAR  ENDED  DECEMBER 31, 1998

     During  the  past  two  years,  the  Company, through its subsidiaries, has
Spent  considerable  time  and  capital  resources  on  defining, developing and
Testing  its  strategic  plan  for delivering nutritional education, support and
Supplements  through  a  network  of  Healthcare  professionals certified in the
Access  Healthmax method. The Company has tested a number of methods of tactical
Deployment  for  creating  its  network  of nutritional Healthcare providers and
Marketing  its  services  and  products,  all  with  the  primary and overriding
Objective  of  maximizing  the  number  of  nutritional  products  delivered  to
Consumers  and patients. A comparison of the financial statements for the fiscal
Years  ended  December  31,  1999  and  1998  show  the  impact of the Company's
Continual  efforts to determine the best method for delivery of its products and
Services,  and  the  resulting  change  in  tactics.

     In  addition  to the historical activities relating to product formulation,
Development  of the Healthmax instructional manuals, and creation and refinement
Of  strategies  for  the  delivery  and  marketing of the Company's services and
Products,  management  focused a significant portion of its resources on capital
Raising  and  on  preparing  for  the  establishment of a trading market for the


<PAGE>
Healthmax' (and, ultimately, the Company's) common stock. Although these efforts
Ultimately  resulted  in the reverse merger into plc venture corp., attention to
Financing  the  Company  was  a serious diversion of senior management time, one
Consequence  of  which  was  a slower than expected growth in the Company's core
Business.  Although  the  Company  continues  to seek private debt and/or equity
Financing,  management  also  will  attempt to grow through operations by hiring
additional  senior-level  management  and streamlining delivery of the Company's
Programs  and  Networks.

     Management  believes that a comparison of the financial  performance of the
Company in the twelve  months ended  December 31, 1999 and in the twelve  months
ended December 31, 1998 dramatically indicates the impact of four steps taken by
the Company beginning in mid-1998. These decisions, in no order of importance or
chronology,  were  (a)  the  termination  of  sales  of labs  and lab  equipment
ancillary  to its  products  and  systems;  (b) the  launch of a program to sell
market  licenses to  distribute  the Company's  products and  programs;  (c) the
hiring of senior  management  personnel;  and (d) the  establishment of a public
trading market for the Company's Securities.

     In addition as a result of the Company's persistent cash flow difficulties,
And  as  a  consequence  of  certain  unfulfilled  funding  commitments,  senior
Management  of the Company was forced to focus most of its time and resources on
The  Company's  corporate  finance  requirements,  rather  than on  sales of new
licenses  and  expansion  of the  Company's  networks.  The  impact  of this was
reflected in the lack of new site licenses,  and in a diminution in sales, which
accounted  for the marked  decline in revenue  from  $834,558  during the twelve
Months  ended  December  31, 1998 to  $523,484  during the twelve  months  ended
December 31, 1999. Accordingly, sales of equipment (which are a component of new
licenses  only)  declined from $299,989 in the twelve months ended  December 31,
1998, to $10,431 in fiscal 1999. Similarly,  product sales declined both because
of the lack of new provider startups, which include a quantity of product sales,
and because new  providers  startups  often are shortly  followed by  additional
sales generated by enthusiastic new participants. The increase in other revenue,
from $94,968 in fiscal 1998 to $147,128 in fiscal 1999 represent a change in the
company's  licensing  strategy from individual site licenses to a market license
concept and the subsequent increase in the cost of the license.

     The  gross  profit  margin declined over all from 77% in fiscal 1998 to 73%
in  fiscal was primarily accounted for by a on time charge relating to expensing
all  paper  products, principally, marketing and center support materials, which
previously  had  been  assigned  to  inventory.  The  cost  of  goods related to
product,  on the other hand, had a favorable result declining to 22.8% in fiscal
1999 from 28.4% in fiscal 1998.  This primarily is a reflection of a restructure
of  the  price  points  of individual products and a dramatic improvement in the
cost  of  product  from  the  manufacture.

     Selling,  general  and  administrative  expenses  during  the twelve months
ended  December  31, 1999, were significantly greater than during the comparable
period  in  1998,  increasing  from $1,191,534 to $1,839,724 or an 54% increase.
this  was in part  the  result  of  the  addition  of new members of management,
(including a compensation  expense resulting from shares of the Company's common
stock issued to a new and ongoing management) and professional fees necessitated
by  operating  in  a  public  environment.   Additionally,  the  Company  posted
$640,663  in deferred rescission costs relating to the discussions regarding the
Llc's  and  the  proposed  rescission of funds raised to finance those entities.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Despite  non-binding  commitments from  third-parties to fund the Company's
operations  in 1998 and through the first  three  quarters of 1999,  the Company
continued to experience,  and continues to experience,  cash flow shortages that
have slowed the Company's  growth.  During fiscal 1999, the Company's ability to
raise funds from the sale of equity was significantly impeded as a result of the
"delisting"  of its  common  stock  from the  over-the-counter  bulletin  board.
accordingly,  the  Company  continues  to  rely on  loans  from  affiliated  and
unaffiliated  parties to cover some of its cash flow  shortfall.  As of December
31, 1999, loans from affiliated parties were  approximately $1.6 million,  while
debt owed on  third-party  notes and  commercial  paper was  approximately  $2.1
million. Accrued liabilities were approximately $601,000, while accounts payable
were  approximately  $404,000.  As a result, in large measure,  of the Company's
increased  activities related to installing new access Healthmax centers,  trade
receivables  at December  31, 1999 were  approximately  $59,000.  This  reflects
initial  inventory  orders  placed by the new centers,  as well as reorders from
existing centers.

     In  May  1999, the Company received a revolving loan commitment of $500,000
For  the purchase of inventory ($250,000 of which has been funded) and a $75,000
loan  for working capital (which are included in the amounts shown for notes and
commercial  paper.  In  October 1999, the Company received an additional working
capital  loan  of $50,000. The inventory financing is expected to be repaid from
the  sale  of  product  during  the  next  two years. It is anticipated that the
working  capital  loans  will  be  repaid from the earlier to occur of operating
revenue  or net proceeds of a private offering of equity and/or debt securities,
the  terms  of  which  offering  have  not  been  identified.


                                        8
<PAGE>
     The  Company  continues  to  experience negative cash flow, and anticipates
this  continuing  through  the  foreseeable  future.  Management  believes  that
additional  funding  will  be  necessary  in order for it to continue as a going
concern.  The  Company  is  investigating  several  forms of private debt and/or
equity  financing,  although there can be no assurances that the Company will be
successful  in  procuring  such  financing or that it will be available on terms
acceptable to the Company, if at all. Moreover, despite the ongoing best efforts
of  management,  there  presently  is  no firm plan in place for how the Company
intends to meet its liquidity and capital needs for the next year, or to address
Its  working  capital  deficit.

     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  the llc's interests to maine residents were not
Covered by an exemption from registration, and were effected with the assistance
Of  a  person  not  licensed to sell securities in that state, and therefore are
Subject  to  rescission.  Without  admitting  any violations of applicable maine
Securities  laws,  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 rescind the full amount of the maine investors'
Interests  (approximately  $763,750),  should  they  all  elect to rescind their
Investment.  The  potential  impact  this  action  May  have on Healthmax or the
Company  as  a  whole, or on their financial statements, cannot be determined at
This  time.  The  Company,  however,  has  recorded a liability in the amount of
$763,750  on  its  books.

     In  December   1999  the  Company   became  aware  of  an  inquiry  by  the
Comptroller's  office of the state of Florida  into the manner by which  certain
Llc interests were sold to residents of Florida. The state has requested certain
Documents and information from the Company,  from the llcs and from Healthmax in
What the Company  believes is an effort to  determine  if  securities  were sold
Without  registration or without an exemption from  registration,  or by persons
Not licensed to sell  securities in the state.  The Company is cooperating  with
The state's  inquiry,  and is unable to speculate at this time as to the outcome
Of such inquiry.

     In addition to the states of Florida and maine, where a total of $1,472,298
And  $763,750,  were  raised,  respectively,  llc  interests  were sold in other
Jurisdictions  as  follows:  utah, $80,000; texas, $204,198; missouri, $197,704;
Ohio,  $65,500;  California,  $25,000;  minnesota, $51,000; New Jersey, $25,000;
Michigan,  $50,000;  and Canada, $50,000.  Although the Company has not received
any  communications  from the regulators in the jurisdictions other than Florida
and  maine concerning the sale of llc interests, further inquiries are possible.
it  is  impossible at this time to ascertain the potential impact such inquiries
May  have  on  the  llc,  Healthmax  or the Company. Without concurring that any
improprieties  occurred,  the Company believes that further rescission offerings
May  be  required.  The  Company will continue to evaluate avenues of satisfying
any  required  rescission offerings, and the advisability of offering rescission
in  jurisdictions  where  such  rescission  is  not  required  by the regulatory
authorities.  Although  it  was  believed at the time of the offerings that they
were  made  substantially  in  compliance  with  applicable  state  law, further
evaluation  on  a  State-by-State basis would be required by the Company at this
time  before stating a position with respect to whether it had actually complied
in  all  material  respects  with  such  state  laws,  which  evaluation will be
undertaken  by  the  Company  in  the  near  future.

     It  is  premature  to  predict  with  any  degree  of  certainty either the
magnitude  of  any  rescission  offering  related to the llcs, the number of llc
investors  that  would accept such an offer, the dollar amount the Company would
be  required  to pay, or the cost of that money to the Company in terms of time,
expense  and  dilution  of  shares (in the event an equity offering is needed to
raise  the  needed  funds).  The  Company  presently  does  not  have  the funds
available  to  satisfy  a  cash rescission offer, and is considering a number of
methods of raising such funds.  The allocation of funds to a rescission May have
a  further  impact  on  the  Company's  ability  to continue as a going concern.
further, it is expected that any rescission offering would be made pursuant to a
Registration  statement  under the securities act of 1933, as amended, requiring
additional  expenses,  including  legal  and  accounting expenses, for which the
Company  is  presently  unable  to  pay.

     In  addition  to  either  requiring  rescission  or taking advantage of the
Company's  offer  of rescission, if and when made, the investors in the llcs May
be  entitled  to  seek  monetary  damages  and May have the right to require the
Company or Healthmax to repurchase the llc interests which right May survive any
rescission  offer by the Company. This May mean that an investor that declines a
rescission offer by the Company May nevertheless be entitled to retain the right
to  require  the  Company to repurchase the llc investment at a future date. The
Company  does  not believe it is presently able to determine the likely duration
of  any  of the investors' rights, which are primarily a matter of state law and
vary from jurisdiction to jurisdiction, nor has the Company determined the value
of any potential monetary damages beyond the actual price of repurchasing all of
the  llc  interests,  as  previously  described.  Based on the Company's current
financial  condition, however, it would be impossible for the Company to provide
cash  remuneration  (whether  for  monetary  damages  or  to effect a rescission
Oofering)  in  the  near  future.


ITEM  7.  FINANCIAL  STATEMENTS

THE  FOLLOWING  FINANCIAL  STATEMENTS  ARE  FILED  AS  EXHIBITS  HEREWITH:


                                        9
<PAGE>
(I)    FOR  ACCESS  HEALTH ALTERNATIVES, INC., AND SUBSIDIARY         F-1

       INDEPENDENT  AUDITORS'  REPORT                                 F-2

       CONSOLIDATED  STATEMENTS  OF  OPERATIONS  FOR  THE
        YEARS  ENDED  DECEMBER  31,  1999  AND  1998  AND
        THE  SIX  MONTHS  ENDED  JUNE  30,  1999  AND
        1998  (UNAUDITED)                                             F-4

       CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  DEFICIT
        FOR  THE  YEARS  ENDED  DECEMBER  31,  1998  AND  1997
        AND  THE  SIX  MONTHS  ENDED  JUNE  30,  1999
        (UNAUDITED)                                                   F-5

       CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  FOR  THE
        YEARS  ENDED  DECEMBER  31,  1998  AND  1997  AND
        THE  SIX  MONTHS  ENDED  JUNE  30,  1999  AND  1998
        (UNAUDITED)                                                   F-7

       NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS                 F-8

(II)   FOR  ACCESS  HEALTHCARE,  INC.                                F-21

       INDEPENDENT  AUDITORS'  REPORT                                F-22

       CONSOLIDATED  BALANCE  SHEETS  AT  JUNE  30,  1999
        (UNAUDITED)  AND  DECEMBER  31,  1998                        F-23

       CONSOLIDATED  STATEMENTS  OF  OPERATIONS  FOR  THE  YEARS
        ENDED  DECEMBER  31,  1998  AND  1997  AND  THE  SIX
        MONTHS  ENDED  JUNE  30,  1999  AND  1998
        (UNAUDITED)                                                  F-24

       CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  DEFICIT
        FOR  THE  YEARS  ENDED  DECEMBER  31,  1998  AND  1997
        AND  THE  SIX  MONTHS  ENDED  JUNE  30,  1999
        (UNAUDITED)                                                  F-25

       CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  FOR  THE
        YEARS  ENDED  DECEMBER  31,  1998  AND  1997  AND  THE
        SIX  MONTHS  ENDED  JUNE  30,  1999  AND  1998
        (UNAUDITED)                                                  F-26

       NOTES  TO  FINANCIAL  STATEMENTS                              F-27

(III)  PRO  FORMA  (UNAUDITED)  CONSOLIDATED  STATEMENTS             F-33

       PRO  FORMA  CONSOLIDATED  BALANCE  SHEET  AT
        DECEMBER  31,  1998                                          F-34

       PRO  FORMA  CONSOLIDATED  STATEMENTS  OF  OPERATIONS
        FOR  THE  YEARS  ENDED  DECEMBER  31,  1998  AND  1997       F-35

       PRO  FORMA  CONSOLIDATED  BALANCE  SHEET  AT  JUNE  30,
        1999  (UNAUDITED)                                            F-37

       PRO  FORMA  CONSOLIDATED  STATEMENTS  OF  OPERATIONS
        FOR  THE  SIX  MONTHS  ENDED  JUNE  30,  1999  AND
        1998  (UNAUDITED)                                            F-38

       NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS          F-40


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

THERE ARE NO CHANGES OR DISAGREEMENTS WITH THE ACCOUNTS REGARDING ACCOUNTING AND
FINANCIAL  DISCLOSURE.

                                    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,  49,  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  ppo.  From  1980 through the
Present, Dr. Pavlik has been the president of Access Healthcare.  Since 1996, he
Has  been the president and ceo of Healthmax, and has been the president and ceo
Of  Health  alternatives  since  completion  of  the exchange in September 1998.

STEVEN  MIRACLE,  45,  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 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.

DONALD  METCHICK,  56,  VICE  PRESIDENT  AND  DIRECTOR.

     Mr.  Metchick  has been in the financial services and estate planning areas
For  22  years.  From 1973 until 1993, he was a general insurance agent for john
Hancock  insurance  co.  Mr. Metchick filed for and was discharged from personal
Bankruptcy  in  the  united  states bankruptcy court in early 1994. From January
1992  through  February  1996,  Mr.  Metchick  was  the  president  of preferred
Financial  and  estate  planning  services, inc., which provided life and Health
Benefit  consulting and estate planning services. From February 1996 through the
Present he has been the vice president of Healthmax, and in July 1999, he became
The  president  of  hap.

RICHARD  D.  EKSTROM,  55,  DIRECTOR.


<PAGE>
     Mr.  Ekstrom was appointed to the Company's board of directors in May 1999.
He  is  the chairman of the board of directors and president of Demegen, Inc., a
Publicly-held  Company,  and  has served in those capacities since January 1996.
Mr.  Ekstrom  was  demegen's  chief  financial  officer from December 1994 until
August 1998. Mr. Ekstrom holds a b.a. from cornell university and an M.B.A. from
Boston  university.  From  1990  through 1991, Mr. Ekstrom was president of cost
containment  corporation  and  from  1993  through  1994, he was chief operating
officer  of  preferred  solutions  inc.,  both  of  which were start-up pharmacy
benefit  management  companies. Mr. Ekstrom is the founder of prescription price
watch,  a  buying guide for pharmacy benefit programs. From 1968 to 1990, he was
employed  by  westinghouse  electric corporation where he served in a variety of
management  positions, including controller, manufacturing manager and corporate
staff  positions.

     The  board  of  directors  intends  to  establish  compensation  and  audit
Committees; as the only "outside director" at this time, Mr. Ekstrom is expected
To  serve  on  those  committees.  The  compensation  committee  will  establish
Salaries, incentives and other forms of compensation for directors, officers and
Other  employees  for  the  Company,  will  administer  the  Company's incentive
Compensation and benefit plans and recommend policies relating to such incentive
Compensation  and  benefit  plans.  The audit committee will review the need for
Internal  auditing  procedures  and  the adequacy of internal controls and meets
Periodically  with  management  and  independent  auditors.

SECTION  16(a)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

The  following officers or directors filed their Forms 3 late (all were filed as
of  January  2000):  Daniel  J.  Pavlik;  Donald Metchick; Richard Eckstrom; and
Steven Miracle.  Donald Metchick has not filed a Form 4 related to stock he sold
in  a  provate transaction in 1999.  Steven Miracle and Donald Metchick have not
filed  their  Forms  4  related  to shares due them in January 2000 as per their
employment  agreement.  Such  shares have not been issued but will be within the
next  thirty  days.

ITEM  10.  EXECUTIVE  COMPENSATION.

     During the past three fiscal years, the Company has operated without formal
employment  agreements with respect to its executive officers. During that time,
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 written agreements with
Donald  Metchick and Steven Miracle, the principal terms of which agreements are
described  below.

     the Company presently does not have any form of stock option or stock grant
Plan, although it anticipates reserving up to two million shares for such a plan
In  the  near  future.

SUMMARY  COMPENSATION  TABLE.

     The  following  table  shows all the cash compensation paid by the Company,
during  the  fiscal  years  indicated, to the president and ceo; 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.

                           SUMMARY COMPENSATION TABLE

                               ANNUAL COMPENSATION
                     --------------------------------------
            (A)                (B)       (C)        (D)        (E)
                            TOTAL ANNUAL COMPENSATION

    NAME AND PRINCIPAL POSITION    YEAR      SALARY ($)    BONUS ($)        ($)
    ----------------------------------------------------------------------------
    DANIEL J. PAVLIK, CEO          1999     175,000           --         175,000
                                   1998     174,999           --         174,999
                                   1997     153,845           --         153,845
    DONALD  METCHICK,  EVP         1999     100,000           --         100,000
    STEVEN  MIRACLE,  COO          1999     125,000           --         125,000

The  foregoing  includes  $100,961  earned in 1998 by Dr. Pavlik but not paid in
1998, which amount has not been paid to date. Additionally included for 1999 are
$74,038,  $41,800,  and  $52,855  for  Dr. Pavlik, Mr. Metchick, 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
And  is  not  presently  a  subsidiary.

OPTION/SAR  GRANTS  TABLE.

     NOT  APPLICABLE.

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


<PAGE>
     NOT  APPLICABLE.

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

     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 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  directors (and nominees for directors) also were
employees.  Accordingly,  no  compensation  reportable under this item was paid.

EMPLOYMENT  CONTRACTS  AND  TERMINATION  OF  EMPLOYMENT  AND  CHANGE-IN-
CONTROL  ARRANGEMENTS.

     Effective  January 1, 1999,  the  Company  has  entered  into an  executive
employment  agreement with Steven Miracle,  pursuant to which Mr. Miracle serves
as the chief operating officer of access Health  Alternatives, Inc. Mr. Miracle
also  serves  in that  capacity  with  respect  to  Healthmax.  The  term of the
agreement is three years,  with consecutive  one-year terms if not terminated by
written  notice prior to the  expiration  of an ongoing term.  Mr.  Miracle will
receive a base salary of $125,000 in each year of the term, and will be entitled
to a cash bonus equal to two percent  (2%) of the  Company's  annual net profits
after taxes, subject to maximums as follows: $100,000 in 1999; $150,000 in 2000;
and  $200,000 in 2001.  Mr.  Miracle  also is to receive a common stock bonus as
follows:  100,000  shares  upon  commencement  of his  employment  relationship;
100,000 shares on January 1, 2000; and 100,000 shares on January 1, 2001. In the
event of a change of  control  of the  Company,  as  defined  in the  agreement,
additional   compensation   would  be  payable  to  Mr.  Miracle  equivalent  to
aproximately three times his annual base salary plus taxes thereon.

     effective  January  1,  1999,  the  Company  has  entered into an executive
employment agreement with Donald Metchick, pursuant to which Mr. Metchick serves
as  the  Executive  Vice President in charge of Health assurance plans of access
Health  Alternatives, Inc.,  and  as  the  president  of  hap.  The term of the
agreement  is  three years, with consecutive one-year terms if not terminated by
written  notice  prior  to  the expiration of an ongoing term. Mr. Metchick will
receive a base salary of $100,000 in each year of the term, and will be entitled
to  a  cash  bonus equal to two percent (2%) of the Company's annual net profits
after taxes, subject to maximums as follows: $100,000 in 1999; $150,000 in 2000;
and  $200,000  in  2001. Mr. Metchick also is to receive a common stock bonus as
follows:  100,000  shares  upon  commencement  of  his  employment relationship;
100,000 shares on January 1, 2000; and 100,000 shares on January 1, 2001. In the
event  of  a  change  of  control  of  the Company, as defined in the agreement,
additional  compensation  would  be  payable  to  Mr.  Metchick  equivalent  to
approximately  three  times  his  annual  base  salary  plus  taxes  thereon.

     The  Company has no employment contracts with any other employees, although
It  anticipates  entering into an agreement with Dr. Daniel J. Pavlik, the terms
Of  which  agreement  have  not  been  finalized.

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

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.

     As  of March 20, 2000, the Company ha d issued  and  outstanding 2,636,887
shares of Its  common stock. Instructions for  the  issuance of  an  additional
256,803 shares Were  subsequently  delivered  to the Company's  transfer agent.
Accordingly, the Percentages  reflected  below  are  based on  2,893,690 shares
outstanding.

NAME  AND  ADDRESS(1)                   # OF SHARES       % OF TOTAL
-------------------                     -----------       ----------
The Daniel J. Pavlik Revocable Trust(2)     537,736        18.58
1602  Patton  Avenue
Apopka,  Fl  32703

Donald  Metchick(3)                         445,265        15.39
106  Wisteria  Drive
Longwood,  Fl  32792

Steven  Miracle                             300,000        10.37
3000  Old  Alabama,  Suite  119250
Alpharetta,  Georgia  30022


<PAGE>
Patricia  Cohen                             150,000         5.18
203  Waymouth  Harbor  Cove
Longwood,  Fl  32792
-----------------
(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  218,618  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
     218,618  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  since  he  does  not  have  the  ability  to
     directly  or  indirectly  vote  or  dispose  of  the  shares  owned  by
     this  trust.  Does  not  include  715,000  shares  issuable  to  the
     Daniel  J.  Pavlik  revocable  trust  upon  closing  of  the
     acquisition  of  Healthcare  and  does  not  include  715,000  shares
     issuable  to  the  Rebecca  Pavlik  revocable  trust  upon  closing
     of  the  acquisition  of  Healthcare.

(3)  does  not  include  476,000  shares  issuable  upon  closing  of  the
     acquisition  of  Healthcare.  Includes  60,000  shares  sold  in  a
     private  transaction  by  Mr.  Metchick  in  May  1999,  as  that
     transaction  has  not  yet  been  reflected  on  the  Company's
     transfer  agent's  records.



(B)  SECURITY  OWNERSHIP  OF  MANAGEMENT.

     AS OF JANUARY 17, 2000,  THE COMPANY HAD ISSUED AND  OUTSTANDING  2,636,887
SHARES OF ITS COMMON  STOCK.  INSTRUCTIONS  FOR THE  ISSUANCE  OF AN  ADDITIONAL
256,803  SHARES WERE  SUBSEQUENTLY  DELIVERED TO THE COMPANY'S  TRANSFER  AGENT.
ACCORDINGLY,  THE  INFORMATION  REFLECTED  BELOW IS BASED  ON  2,893,690  SHARES
OUTSTANDING.  THE FOLLOWING  TABLE SETS FORTH,  AS OF JANUARY 19, 2000,  CERTAIN
INFORMATION  REGARDING  BENEFICIAL  OWNERSHIP  OF THE COMMON STOCK BY MEMBERS OF
MANAGEMENT.

NAME  AND  ADDRESS(1)                # OF SHARES       % OF TOTAL
-------------------                  -----------       ----------
DANIEL  J.  PAVLIK(2)                   537,736          18.58
1602  PATTON  AVENUE
APOPKA,  FL  32703

DONALD  METCHICK(3)                     445,265          15.39
106  WISTERIA  DRIVE
LONGWOOD,  FL  32792

STEVEN  MIRACLE                         300,000          10.37
3000 OLD ALABAMA, SUITE 119250
ALPHARETTA, GEORGIA 30022


<PAGE>
--------------------
(1)  based  on  2,893,690  shares  outstanding.

(2)  includes  218,618  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  218,618 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  since  he  does  not have the ability to directly or
     indirectly vote or  dispose  of  the  shares owned by this trust.  Does not
     include 715,000 shares issuable to the daniel  j.  Pavlik  revocable  trust
     upon closing of the acquisition  of Healthcare and does not include 715,000
     shares issuable to     the  Rebecca  Pavlik  revocable  trust  upon closing
     of the acquisition of  Healthcare.

(3)  does not include 476,000 shares issuable upon closing of the acquisition of
     Healthcare.  Includes 60,000  shares  sold  in a private transaction by Mr.
     Metchick in May 1999, as that transaction has not yet been reflected on the
     Company's  transfer  agent's  records.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

    Prior to Novermber 1, 1999, the Company leased its corporate headquarters in
Orlando,  Florida  from  psc  realty,  a  partnership  in  which Dr. Pavlik, the
Company's  president  and  chief  executive  officer,  is  a  partner. Effective
Novermber  1,  1999,  Healthcare became  the sole tenant at this facility, for a
Total  monthly  rent  of  $3,000.  Prior  to  Novermber  1st,  the  Company  and
Healthcare  shared  this  facility,  each  bearing  monthly  rent at the rate of
$1,500.

     Prior  to  Novermber  1,  1999,  the Company's  distribution  facilities in
Norcross,  georgia,  were  provided at a rate of $2,000 per month under a verbal
Arrangement  with  paideia  Health,  inc.  ("paideia"),  a Company controlled by
Steven  Miracle,  the  Company's  chief  operating  officer.  Paideia leases the
Premises  from  an  unaffiliated  third  party. Effective Novermber 1, 1999, the
Company  is no longer utilizing this space, and no further payments will be made
Or  accrue  in  connection  with  this  space.

     Pavlik  chiropractic  group, p.a. ("pcg"), a professional association owned
And  controlled  by Dr. Pavlik, employs the doctors who provide services through
Access  Healthcare, inc. Healthcare 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  ON  FORM  8-K

THE  FOLLOWING  EXHIBITS  ARE  FILED  WITH  THE  COMPANY'S  FORM  10-SB  AND ARE
INCORPORATED  BY  REFERENCE:

         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.


<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  10.2*      EMPLOYMENT  AGREEMENT  WITH  DONALD  METCHICK

         EXHIBIT  10.2.1*    AMENDMENT  TO  METCHICK  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  10.6*      CONSULTING  AGREEMENT  WITH  DR.  BARRY  BRADLEY

         EXHIBIT  10.7*      AGREEMENT  WITH  THE  BENECOM  GROUP

         EXHIBIT  21*        LIST  OF  SUBSIDIARIES
                              *FILED AS EXHIBIT TO ISSUERS REGISTATION
                               STATEMENT ON  FORM 10-SB AS AMENDED

         EXHIBIT  27         FINANCIAL DATA SCHEDULE

SIGNATURE

     Pursuant  to  the  requirements  of  section  13 or 15(d) of the securities
Exchange act of 1934, the registrant has duly caused this report to be signed on
Its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                      ACCESS  HEALTH  ALTERNATIVES, INC.


                      By:  /S/  Daniel  J.  Pavlik
                         --------------------------------------
                         Daniel J. Pavlik, Chairman Of The Board,
                         Chief  Executive  Officer  And  President

                      By:  /S/  Steven  Miracle
                         --------------------------------------
                         Steven  Miracle,  Chief  Operating  Officer
                         (Principal  Financial  Officer


<PAGE>
                      By:  /S/  Daniel  J.  Pavlik
                         --------------------------------------
                         Daniel  J.  Pavlik,  Director

                      By:  /S/  Donald  Metchick
                          --------------------------------------
                          Donald  Metchick,  Director

DATE:  APRIL  14,  2000


<PAGE>
                                                                    CONSOLIDATED
                                                            FINANCIAL STATEMENTS
                                     (WITH INDEPENDENT AUDITORS' REPORT THEREON)

                                                ACCESS HEALTH ALTERNATIVES, INC.


                                                      DECEMBER 31, 1999 AND 1998


<PAGE>
                        ACCESS HEALTH ALTERNATIVES, INC.


                                Table of Contents

<TABLE>
<CAPTION>
<S>                                                                   <C>
Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . .  1


Financial Statements:

           Consolidated Balance Sheet. . . . . . . . . . . . . . . . . 2

           Consolidated Statements of Operations. . . . . . . . . . . .4

           Consolidated Statements of Stockholders' Deficit. . . . . . 5

           Consolidated Statements of Cash Flows. . . . . . . . . . . .6


Notes to Consolidated Financial Statements. . . . . . . . . . . . . . .7
</TABLE>


<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

The  Board  of  Directors
Access  Health  Alternatives, Inc.:

     We have  audited  the  acCompanying  consolidated  balance  sheet of Access
Health  Alternatives, Inc.  (the  "Company")  as of December 31, 1999,  and the
related consolidated  statements of operations,  stockholders'  deficit and cash
flows  for the years  ended  December  31,  1999 and  1998.  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 audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position of Access Health
Alternatives,  Inc. at December 31, 1999 and the results of their operations and
their  cash  flows for the years ended December 31, 1999 and 1998, 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
9 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  9.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


Orlando,  Florida
March  23,  2000


                                        1
<PAGE>
<TABLE>
<CAPTION>
               ACCESS HEALTH ALTERNATIVES, INC.

                 Consolidated Balance Sheet

                       December 31, 1999

                             ASSETS
                             ------
<S>                                                      <C>
Current assets:
  Cash                                                   $  1,757
  Receivables:
    Trade, less allowance for doubtful accounts of $200    58,923
    Other                                                   4,380
                                                         --------
        Total receivables                                  63,303
  Inventories                                             144,250
                                                         --------
        Total current assets                              209,310

Property and equipment, net                                52,357
Deferred rescission costs                                 640,663
Other assets                                                5,050
                                                         --------

        Total assets                                     $907,380
                                                         ========
</TABLE>


See acCompanying notes to consolidated financial statements.


                                        2
                                        2
<PAGE>
<TABLE>
<CAPTION>
                           ACCESS HEALTH ALTERNATIVES, INC.

                         Consolidated Balance Sheet, Continued

                                  December 31, 1999

                     LIABILITIES AND STOCKHOLDERS' DEFICIT
                     -------------------------------------
<S>                                                            <C>
Current liabilities:
  Notes and commercial paper                                   $ 1,491,348
  Current obligation under capital lease                             8,847
  Bank overdraft                                                     8,016
  Accounts payable                                                 404,935
  Accrued liabilities                                              610,511
  Due to related parties:
    Stockholders                                                   185,137
    Limited liability companies                                  1,603,809
    Access Healthcare, Inc.                                         29,651
                                                               ------------
        Total due to related parties                             1,818,597
                                                               ------------
        Total current liabilities                                4,342,254

Unearned income                                                    274,370
Obligation under capital lease, less current portion                10,749
Minority interest in subsidiary                                    129,545
                                                               ------------
        Total liabilities                                        4,756,918
Stockholders' deficit:
  Common stock, $.001 par value, 50,000,000 share authorized,
    2,626,787 shares issued and outstanding                          2,627
  Capital in excess of par value                                 1,530,217
  Accumulated deficit                                           (5,382,382)
                                                               ------------
        Total stockholders' deficit                             (3,849,538)
                                                               ------------
        Total liabilities and stockholders' deficit            $   907,380
                                                               ============
</TABLE>


See acCompanying notes to consolidated financial statements.


                                        3
                                        3
<PAGE>
<TABLE>
<CAPTION>
                    ACCESS HEALTH ALTERNATIVES, INC.

                 Consolidated Statement of Operations

               For the years December 31, 1999 and 1998

                                         1999         1998
                                     ------------  ----------
<S>                                  <C>           <C>
Revenues:
  Equipment                          $    10,431     299,989
  Products                               365,925     439,601
  Other                                  147,128      94,968
                                     ------------  ----------
      Total revenues                     523,484     834,558

Cost of sales:
  Equipment                                3,200      58,799
  Products                                83,470     125,027
  Other                                   53,234       7,180
                                     ------------  ----------
      Total cost of sales                139,904     191,006
                                     ------------  ----------
      Gross profit                       383,580     643,552

Selling, general and administrative    1,839,724   1,191,534
                                     ------------  ----------
      Operating loss                  (1,456,144)   (547,982)

Other expense:
  Interest expense                       116,978     164,057
  Other, net                               4,104       2,559
                                     ------------  ----------
      Total other expense                121,082     166,616
                                     ------------  ----------
      Net loss                       $(1,577,226)   (714,598)
                                     ============  ==========

Basic net loss per share             $     (0.94)      (0.71)
                                     ============  ==========
</TABLE>


See acCompanying notes to consolidated financial statements.


                                        4
                                        4
<PAGE>
<TABLE>
<CAPTION>
                    ACCESS HEALTH ALTERNATIVES, INC.

                 Consolidated Statement of Operations

               For the years December 31, 1999 and 1998

                                       COMMON STOCK         CAPITAL IN
                                 ------------------------    EXCESS OF   ACCUMULATED
                                    SHARES       AMOUNT      PAR VALUE     DEFICIT       TOTAL
                                 ------------  ----------  ------------  -----------  -----------
<S>                              <C>           <C>         <C>           <C>          <C>
Balances, December 31, 1997               750  $        -        7,500   (3,090,558)  (3,083,058)

Shares issued to reflect
  recapitalization for reverse
  acquisition (Note 1a)               565,100         565         (565)           -            -

Impact of reverse acquisition
  of PLC Ventures Corp.
  shares outstanding
  (Note 1a)                           437,500         438         (438)           -            -

Shares issued for services             20,000          20       19,980            -       20,000

Net loss                                    -           -            -     (714,598)    (714,598)
                                 ------------  ----------  ------------  -----------  -----------

Balances, December 31, 1998         1,023,350       1,023       26,477   (3,805,156)  (3,777,656)

Shares issued in Rule 504
  offering, February 1999             323,333         323      484,677            -      485,000

Shares issued for acquisition
  of a portion of the
  minority in Access
  Health Max, Inc. (Note 10)          289,104         290      275,228            -      275,518

Shares issued for services            991,000         991      743,835            -      744,826

Net loss                                    -           -            -   (1,577,226)  (1,577,226)
                                 ------------  ----------  ------------  -----------  -----------

Balances, December 31, 1999         2,626,787  $    2,627    1,530,217   (5,382,382)  (3,849,538)
                                 ============  ==========  ============  ===========  ===========
</TABLE>


See acCompanying notes to consolidated financial statements.


                                        5
                                        5
<PAGE>
<TABLE>
<CAPTION>
                    ACCESS HEALTH ALTERNATIVES, INC.

                 Consolidated Statement of Operations

               For the years December 31, 1999 and 1998

                                                                 1999        1998
                                                             ------------  ---------
<S>                                                          <C>           <C>
Cash flows from operating activities:
  Net loss                                                   $(1,577,226)  (714,598)
  Adjustment to reconcile net loss to net cash provided
    by (used in) operating activities:
      Depreciation                                                20,690     33,520
      Losses of limited liability companies                      137,858    506,255
      Unearned income recognized                                 (78,000)   (78,000)
      Allowance for doubtful accounts                             (5,371)         -
      Issuance of common stock for services                      744,826     20,000
      Cash provided by (used in) changes in:
          Receivables                                            (41,726)       515
          Inventories                                            (75,282)   (15,202)
          Other assets                                            11,661          -
          Deferred rescission costs                             (640,663)         -
          Bank overdraft                                         (93,341)    61,749
          Accounts payable                                       120,298    132,788
          Accrued liabilities                                    158,323    390,044
          Unearned income                                         73,953    130,000
                                                             ------------  ---------
        Net cash provided by (used in) operating activities   (1,244,000)   467,071

Cash flows from investing activities:
  Purchases of property and equipment                             (9,213)    (6,633)
                                                             ------------  ---------
        Net cash used in investing activities                     (9,213)    (6,633)

Cash flows from financing activities:
  Payments on notes and commercial paper                        (128,728)  (526,200)
  Proceeds from notes and commercial paper                       458,400    150,015
  Due to (from) related party                                     (9,732)   143,233
  Due to (from) stockholders                                      67,759    (23,741)
  Advances (to) from limited liability companies                 381,852   (610,144)
  Proceeds from issuance of stock                                485,000    405,063
                                                             ------------  ---------
        Net cash provided by (used in) financing activities    1,254,551   (461,774)
                                                             ------------  ---------
  Net increase (decrease) in cash                                  1,338     (1,336)

    Cash at beginning of period                                      419      1,755
                                                             ------------  ---------
    Cash at end of period                                    $     1,757        419
                                                             ============  =========

Supplemental disclosure:
  Cash paid during the period for interest                   $    94,219    146,448
                                                             ============  =========

Supplemental disclosure of non-cash activities:
  Capital lease obligation                                   $    12,800          -
                                                             ============  =========
</TABLE>


See acCompanying notes to consolidated financial statements.


                                        6
                                        6
<PAGE>
                        ACCESS HEALTH ALTERNATIVES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1999 and 1998


(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     (A)  ORGANIZATION

          On September 2, 1998, Access Healthmax  Holdings,  Inc.  ("Holdings"),
          f/k/a PLC Ventures Corp. ("PLC") acquired  approximately  94.3% of the
          outstanding common stock of Access Healthmax, Inc. ("Healthmax"),  for
          565,100 shares of authorized,  but previously  unissued  common stock.
          Immediately   preceding  the  exchange,   there  were  437,500  shares
          outstanding  of PLC.  The  shares of PLC had been  issued  for a total
          consideration  of  $1,000.  PLC had no sales  or  revenues  since  its
          formation on October 2, 1988 and had zero stockholders'  equity at the
          time  of  acquisition  of  Healthmax.  For  accounting  purposes,  the
          acquisition has been treated as an acquisition of PLC by Healthmax and
          as  a  recapitilization  ("Reverse  Acquisition")  of  Healthmax.  The
          historical  financial  statements prior to September 2, 1998 are those
          of  Healthmax.  Pro  forma  information  is not  presented,  since the
          combination is a recapitilization  rather than a business combination.
          The  deficiency  in  the  net  assets  of PLC  were  not  adjusted  in
          connection with the Reverse Acquisition since it consisted of accounts
          payable.

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

          On March 3, 1999,  the Board of  Directors  authorized  a  ten-for-one
          reverse stock split  effective  March 15, 1999.  All references in the
          financial statements to number of shares, per share amounts and market
          prices of the Company's common stock have been retroactively  restated
          to reflect the decreased number of common shares outstanding.

     (B)  BUSINESS

          The  Company,   through  Healthmax,   distributes  clinical  nutrition
          programs and products  throughout the United States using small doctor
          practices as its sales and clinical support base.  Healthmax commenced
          operations in 1996 and has spent the past three years  developing  its
          blends of nutritional  Health care products,  and in  establishing  an
          infrastructure  for the distribution  and sales of those products,  as
          well as a system of support for the participating doctors.


                                        7
                                        7
<PAGE>
                        ACCESS HEALTH ALTERNATIVES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED

     (B)  BUSINESS,  CONTINUED

          A portion of the Company's  operations,  specifically those related to
          sales and distribution, 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.

          In May 1999, the Company formed Access Health Assurance Plans, Inc., a
          Florida  corporation  that will market the Company's  member  benefits
          programs.

     (C)  INVENTORIES

          Inventories are stated at the lower of cost  (first-in,  first-out) or
          market.

     (D)  STATEMENT  OF  CASH  FLOW

          For purposes of the statement of cash flows, the Company considers all
          short-term investments with a maturity of three months or less, at the
          date of purchase, to be cash equivalents.

     (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.


                                        8
                                        8
<PAGE>
                        ACCESS HEALTH ALTERNATIVES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED

     (F)  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.

     (G)  REVENUE  RECOGNITION

          Sales are recognized when the product is shipped.

     (H)  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.

     (I)  OTHER  ASSETS

          Deferred  rescission costs included in the other assets on the balance
          sheet are amortized over five years.

     (J)  BASIC  NET  LOSS  PER  SHARE

          Basic loss per share  amount is based on the weighted  average  shares
          outstanding of 1,680,806 and 1,007,581 for December 31, 1999 and 1998,
          respectively.

     (K)  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.

     (L)  MINORITY  INTEREST

          The net proceeds  received from a private placement of common stock of
          Healthmax  in 1998  has  been  reflected  as a  minority  interest  in
          subsidiary.  In view of agreement to acquire the minority  interest in
          1999,  (see Note 10) all of the loss of Healthmax was reflected in the
          acCompanying  consolidated  financial  statement of operations for the
          years ended December 31, 1999 and 1998.


                                        9
                                        9
<PAGE>
                        ACCESS HEALTH ALTERNATIVES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED

     (M)  RECLASSIFICATION

          Certain prior year amounts have been  reclassified to conform with the
          current year presentation.

     (N)  COMPREHENSIVE  INCOME

          In June 1997, the Financial  Accounting  Standards Board (FASB) issued
          Statement of financial  Accounting  Standards  (SFAS) No. 130,  Report
          Comprehensive  Income,  effective  for fiscal  years  beginning  after
          December 15, 1997.  SFAS No. 130  establishes  standards for reporting
          and display of  comprehensive  income and its components in a full set
          of general-purpose financial statements. Comprehensive income includes
          all changes in equity  during a period  except  those  resulting  from
          investments by owners and distributions to owners. The Company adopted
          SFAS No. 130 in the current  year;  however,  there were no changes in
          equity  during the period  exclusive of common  stock  changes and net
          loss. As such,  comprehensive  income for the year ended  December 31,
          1999 is the amount shown on the statements of operations as net loss.

(2)  PROPERTY  AND  EQUIPMENT

     Property and equipment at December 31, 1999 consisted of the following:


                  Computer equipment             $ 83,660
                  Medical equipment                12,943
                  Furniture and fixtures           12,266
                  Leasehold improvements            2,149
                  Office equipment                 15,075
                                                 --------

                                                  126,093
                  Less accumulated depreciation    73,736
                                                 --------

                  Total                          $ 52,357
                                                 ========



     For the  years  ended  December  31,  1999 and 1998,  depreciation  expense
     amounted to $20,690 and $28,049, respectively. The Company has reviewed its
     long-lived assets and intangibles for impairment and has determined that no
     adjustment to the carrying value of long-lived assets is required.


                                       10
                                       10
<PAGE>
                        ACCESS HEALTH ALTERNATIVES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3)  NOTES  AND  COMMERCIAL  PAPER

     Notes and commercial paper at December 31, 1999 are as follows:

<TABLE>
<CAPTION>
<S>                                                                                  <C>
          Commercial paper, bearing interest at 10.50%; collateralized
            by inventory and accounts receivable
                                                                                       $822,136

          Notes payable, bearing interest at 10.50%; unsecured                          124,294

          Lines of credit, bearing interest at 10% to 22%; unsecured                     28,221

          Note payable, bearing interest at 18%; unsecured                               15,030

          Note payable, non-interest bearing; unsecured                                  51,667

          Notes payable, bearing interest at 12% to 18%; unsecured                      450,000
                                                                                     ----------
                  Total                                                              $1,491,348
                                                                                     ==========
</TABLE>

     The notes and commercial paper are all due within one year unless extended.


(4)  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, which has been reflected as a reduction
     of selling, general and administrative expenses in the years ended December
     31,  1999  and  1998 in the  amount  of  $-0-  and  $75,000,  respectively.
     Healthmax  also  received  $65,000 for each  regional  office opened by the
     Company,  which  amounted to $-0- and $130,000 in the years ended  December
     31, 1999 and 1998, respectively.  These amounts are being recognized over a
     60 month period.  Healthmax recognized income of $78,000 each year for 1999
     and  1998.  The  LLC's  were  operating  at a loss in  1999  and  1998.  In
     accordance  with the operating  agreement,  99% of the LLC's losses,  which
     amounted  to $137,858  and  $506,255,  were  reflected  as a  reduction  of
     selling,  general and administrative expense of Healthmax in 1999 and 1998,
     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 $1,603,809 and $1,084,099 at
     December  31,  1999 and  1998,  respectively,  reflects  proceeds  from the
     Limited  Liability  Company  offerings  reduced by charges to the LLC's for
     formation,  opening  regional  offices,  reimbursement  for  administrative
     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.


                                       11
<PAGE>
                        ACCESS HEALTH ALTERNATIVES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4)  TRANSACTIONS  WITH  RELATED  PARTIES,  CONTINUED

     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, 1999, the total deferred rescission costs were
     $640,663.

     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  $13,250 and  $15,000 in 1999 and 1998,  respectively.  At
     December  31,  1999,  the Company  had a  liability  for unpaid rent to the
     partnership of $87,365 which is included in accrued  liabilities  (see note
    7). Effective Novermber 1, 1999, the Company moved its administrative office
     to a new location.  The Company sells nutritional products to Healthcare at
     cost.  Such  sales  amounted  to  $28,127  and  $36,517  in 1999 and  1998,
     respectively. The liability of $9,547 at December 31, 1999 to Healthcare is
     net of  product  sales  and  advances  made to  Healthcare  and a loan from
     Healthcare.


(5)  LEASES

     The following is a schedule by year of future  minimum lease payments under
     capital  leases  together with the present value of the net lease  payments
     for furniture and equipment:


              2000                                  $11,478
              2001                                    3,910
              2002                                    3,910
              2003                                    3,910
              2004                                    3,258
                                                     ------
                Total lease payments                 26,466
                Less amount representing interest     6,870
                                                     ------
                Present value of lease payments      19,596

                Less current obligations              8,847
                                                     ------

                Long-term capital lease obligations  $10,749
                                                     =======


     Total rental  expense was $72,064 and $31,240 for the years ended  December
     31, 1999 and 1998, respectively.



                                       12
<PAGE>
                        ACCESS HEALTH ALTERNATIVES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(6)  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:


                                                         1999         1998
                                                       ---------    ---------
             Income tax benefit computed at the        $ 537,000     243,000
                federal Statutory rate of 34%
             State income tax benefit, net of tax         58,000      26,000
                benefit federal
             Nondeductible expenses                       (1,000)     (2,000)
             Increase in valuation allowances           (594,000)   (267,000)

                                                      $       -            -
                                                      ===========   =========


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

                                                   1999             1998
                                                ----------       -----------
          Deferred  tax  assets:
            Net  operating  losses              $1,627,000          890,000
            Start up costs capitalized
              for tax purposes and amortized
              over a five year nperiod,
              expensed  for  financial
              statement  purposes                  281,000          421,000
            Unearned  income                       103,000          105,000
            Other                                    2,000            3,000
                                                 2,013,000        1,419,000
                                                 ---------       -----------
            Valuation  allowance                (2,013,000)      (1,419,000)

                                             $         -                  -
                                            ==============       ===========

     At December 31, 1999, the Company had tax operating loss  carryforwards  of
     approximately  $4,326,000  available to reduce future federal income taxes,
     which, if unused, will expire from 2011 to 2019.



                                       13
<PAGE>
                        ACCESS HEALTH ALTERNATIVES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7)  ACCRUED  LIABILITIES

     Accrued liabilities at December 31, 1999 are as follows:

<TABLE>
<CAPTION>
<S>                                                                  <C>
Estimated value of common stock
to be issued for services (note 10)                                  $ 25,000
Accrued salaries                                                      332,746
Accrued commissions                                                    95,148
Accrued interest                                                       65,811
Accrued rent                                                           87,635
Accrued property taxes                                                  3,492
Other                                                                     679
                                                                     --------
                                                                     $610,511
                                                                     ========
</TABLE>

(8)  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.


(9)  CONTINGENCY

     At December 31, 1999, the Company has suffered  recurring  losses and has a
     net capital  deficiency of $3,849,538 and a working  capital  deficiency of
     $4,132,944, which raises substantial doubt about its ability to continue as
     a going concern.  The Company is contemplating a public or private offering
     of securities as a means of raising funds to implement its business plan.


(10) COMMON  STOCK  ISSUED  OR  ISSUABLE  FOR  SERVICES

     In April  1999,  the Company  issued  150,000  shares of common  stock to a
     non-employee in  consideration  for  facilitating  revisions in January and
     February 1999 to the original agreement with PLC (see Note 1a) that had not
     been complied with as of December 31, 1998.  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.



                                       14
<PAGE>
                        ACCESS HEALTH ALTERNATIVES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(10) COMMON  STOCK  ISSUED  OR  ISSUABLE  FOR  SERVICES,  CONTINUED

     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, 1999 have been  reflected  as  compensation  as of December  31,
     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.

     During the year ended  December 31, 1999, the Company issued 241,000 shares
     of common stock for  consulting  services from  non-employees.  The Company
     valued  these  transactions  at the  estimated  fair value of the  services
     received.

     In Novermber  1999,  the Company  issued 400,000  shares of common stock to
     certain employees for services. 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 1999, the Company sold a total of 323,333 shares of Common Stock, for an
     aggregate  of  $485,000,  pursuant  to  Rule  504,  promulgated  under  the
     Securities Act of 1933, as amended.

     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 (see note 7).

     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 1999, the Company issued
     289,104 shares for acquisition of a portion of the minority interest.



                                       15
<PAGE>
                        ACCESS HEALTH ALTERNATIVES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(11) SUBSEQUENT  EVENTS

     The Company agreed to acquire  Healthcare during 1999 (see Note 4), subject
     to certain conditions.  Under the terms of the acquisition, to be accounted
     for as a pooling of  interests,  the Company  will  exchange  approximately
     2,000,000  shares  of  common  stock  for all of  Healthcare's  outstanding
     shares.  Healthcare  operates  a  chiropractic  group  practice  in Central
     Florida and has affiliated chiropractic practices throughout Florida.

     If the  acquisition is consummated,  the financial  position and results of
     operations  of  the  Company  and  Healthcare  will  be  combined  in  2000
     retroactive  to January 1, 2000. In addition,  all prior periods  presented
     will be restated to give effect to the pooling.

     Presented below are condensed combined pro forma financial statements as of
     and for the year ended  December  31,  1999 and 1998 to give  effect to the
     transaction.  The  condensed  combined  financial  statements  reflect  the
     elimination of interCompany transactions.

     Condensed balance sheet at December 31, 1999:

<TABLE>
<CAPTION>
                             COMPANY     HEALTHCARE   ELIMINATIONS    COMBINED
                           ------------  -----------  -------------  -----------
<S>                        <C>           <C>          <C>            <C>
Assets:
Current assets             $   209,310      152,145              -      361,455
Property & equipment, net       52,357       76,728              -      129,085
Other assets                     5,050        9,547         (9,547)       5,050
Deferred rescission costs      640,663            -              -      640,663
                           $   907,380      238,420         (9,547)   1,136,253
                           ------------  -----------  -------------  -----------

Liabilities:
Current liabilities        $ 4,342,254      360,429         (9,547)   4,693,136
Unearned income                274,370            -              -      274,370
Long-term obligations           10,749      144,725              -      155,474
Minority interest              129,545            -              -      129,545
                             4,756,918      505,154         (9,547)   5,252,525
                           ------------  -----------  -------------  -----------
Stockholders' deficit       (3,849,538)    (266,734)             -   (4,116,272)
                           $   907,380      238,420         (9,547)   1,136,253
</TABLE>



                                       16
<PAGE>
                        ACCESS HEALTH ALTERNATIVES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(11)     SUBSEQUENT  EVENTS,  CONTINUED

<TABLE>
<CAPTION>
<S>                                  <C>           <C>         <C>       <C>
Condensed statement of operations:
Revenues                             $   523,484   1,937,144   (28,127)    2,432,501
Operating costs and expenses
                                       1,979,628   1,766,097   (28,127)    3,717,598
Operating income (loss)               (1,456,144)    171,047         -    (1,285,097)
                                     ------------  ----------  --------  ------------
Other expenses                          (121,082)    (52,732)        -      (173,814)
Net income (loss)                    $(1,577,226)    118,315         -    (1,458,911)

Basic net loss per share                                                 $      (.40)
</TABLE>

Condensed  balance  sheet  at  December  31,  1998:

<TABLE>
<CAPTION>
                                       COMPANY     HEALTHCARE   ELIMINATIONS     COMBINED
                                     ------------  -----------  -------------  ------------
<S>                                  <C>           <C>          <C>            <C>
Assets:
Current assets                       $    85,593       55,106              -       140,699
Property & equipment, net                 51,034       61,923              -       112,957
Other assets                              16,711       39,383        (39,383)       16,711
                                     $   153,338      156,412        (39,383)      270,367
                                     ------------  -----------  -------------  ------------
Liabilities:
Current liabilities                  $ 3,242,288      361,535        (39,383)    3,564,440
Unearned income                          278,417            -              -       278,417
Long-term obligations                      5,226      179,926              -       185,152
Minority interest                        405,063            -              -       405,063
                                       3,930,994      541,461        (39,383)    4,433,072
                                     ------------  -----------  -------------  ------------
Stockholders' deficit                 (3,777,656)    (385,049)             -    (4,162,705)
                                     $   153,338      156,412        (39,383)      270,367

Condensed statement of operations:
Revenues                             $   834,558    1,588,823        (36,517)    2,386,864
Operating costs and expenses
                                       1,382,540    1,626,134        (36,517)    2,972,157
Operating income (loss)                 (547,982)     (37,311)             -      (585,293)
                                     ------------  -----------  -------------  ------------
Other expenses                          (166,616)     (38,195)             -      (204,811)
Net income (loss)                    $  (714,598)     (75,506)             -      (790,104)

Basic net loss per share                                                       $      (.26)
</TABLE>


                                       17
<PAGE>
                                                            FINANCIAL STATEMENTS
                                     (WITH INDEPENDENT AUDITORS' REPORT THEREON)

                                                         ACCESS HEALTHCARE, INC.


                                                      DECEMBER 31, 1999 AND 1998







<PAGE>
                             ACCESS HEALTHCARE, INC.


                                Table of Contents



Independent  Auditors'  Report                                          1


Consolidated  Financial  Statements:

     Consolidated  Balance  Sheets                                      2

     Consolidated  Statements  of  Operations                           3

     Consolidated  Statements  of  Stockholders'  Deficit               4

     Consolidated  Statements  of  Cash  Flows                          5


Notes  to  Consolidated  Financial  Statements                          6


<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------



The  Board  of  Directors
Access  Healthcare,  Inc.:


We  have  audited  the  acCompanying  consolidated  balance  sheets  of  Access
Healthcare,  Inc.  (the  "Company")  as  of  December 31, 1999 and 1998, and the
related  consolidated  statements  of operations, stockholders' deficit and cash
flows for the years 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  audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all material respects, the financial position of Access Healthcare,
Inc.  at  December 31, 1999 and 1998, the  results of their operations and their
cash  flows  for  the  years  then  ended, in conformity with generally accepted
accounting  principles.

The  acCompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 8 to the
financial  statements,  the  Company  has  a  net  capital  and  working capital
deficiency,  which raises substantial doubt about their ability to continue as a
growing  concern.  Management's  plans  regarding those matters are described in
Note  8.  The  financial  statements  do  not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.





Orlando,  Florida
March  13,  2000


                                        1
<PAGE>
<TABLE>
<CAPTION>
                              ACCESS HEALTHCARE, INC.

                            CONSOLIDATED BALANCE SHEETS

                            December 31, 1999 and 1998



                                 ASSETS
                                --------
                                                                  1999       1998
                                                               ----------  ---------
Current assets:
<S>                                                            <C>         <C>
  Cash                                                         $      37        754
  Accounts receivable, net of allowance for doubtful accounts    146,300     54,352
    of $45,000 and $-0- in 1999 and 1998, respectively
  Other current assets                                             5,808          -
                                                               ----------  ---------

      Total current assets                                       152,145     55,106

Property and equipment, net                                       76,728     61,923
Due from related parties-Access Health Alternatives, Inc.          9,547     39,383
                                                               ----------  ---------

      Total assets                                             $ 238,420    156,412
                                                               ==========  =========

              LIABILITIES AND STOCKHOLDERS' DEFICIT
              --------------------------------------
Current liabilities:
  Line of credit                                               $  24,858     25,000
  Bank overdraft                                                  16,444     26,995
  Current obligations under capital leases                        42,737     30,237
  Current maturities of long-term debt                            17,060     14,822
  Accounts payable                                               103,372    104,929
  Accrued liabilities                                             23,566     24,160
  Due to stockholders                                             54,179     57,179
  Due to related parties-limited liability Company                78,213     78,213
                                                               ----------  ---------

      Total current liabilities                                  360,429    361,535

Obligations under capital leases, less current portion           130,340    145,080
Long-term debt, less current portion                              14,385     34,846
                                                               ----------  ---------

      Total liabilities                                          505,154    541,461

Stockholders' deficit:
  Common stock, $.001 par value, 40,000,000 shares
    authorized, 7,868,750 shares issued and outstanding              787        787
  Capital in excess of par value                                 301,757    301,757
  Accumulated deficit                                           (569,278)  (687,593)
                                                               ----------  ---------

      Total stockholders' deficit                               (266,734)  (385,049)
                                                               ----------  ---------

      Total liabilities and stockholders' deficit              $ 238,420    156,412
                                                               ==========  =========
</TABLE>

See acCompanying notes to consolidated financial statements.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                       ACCESS HEALTHCARE, INC.

              CONSOLIDATED STATEMENTS OF OPERATIONS

         For the years ended December 31, 1999 and 1998


                                           1999         1998
                                        -----------  ----------
<S>                                     <C>          <C>
Revenues:
  Patient services, net                 $1,937,144   1,588,823

Expenses:
  Selling, general and administrative    1,766,097   1,626,134
                                        -----------  ----------

    Operating income (loss)                171,047     (37,311)

Other income (expense):
  Interest expense                         (52,732)    (35,515)
  Loss on sale of assets                         -      (2,847)
  Miscellaneous income                           -         167
                                        -----------  ----------

    Total other expense                    (52,732)    (38,195)
                                        -----------  ----------

    Net income (loss)                   $  118,315     (75,506)
                                        ===========  ==========
</TABLE>

See acCompanying notes to consolidated financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                ACCESS HEALTHCARE, INC.

                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

                    For the years ended December 31, 1999 and 1998


                                    COMMON STOCK            CAPITAL
                             --------------------------- IN EXCESS OF  ACCUMULATED
                                SHARES        AMOUNT       PAR VALUE    DEFICIT     TOTAL
                             ------------  -------------  -----------  ---------  ---------
<S>                          <C>           <C>            <C>          <C>        <C>
Balances, December 31, 1997     7,868,750  $         787      301,757  (612,087)  (309,543)

Net loss for the year
  ended December 31, 1998               -              -            -   (75,506)   (75,506)
                             ------------  -------------  -----------  ---------  ---------

Balances, December 31, 1998     7,868,750            787      301,757  (687,593)  (385,049)

Net income for the year
  ended December 31, 1999               -              -            -   118,315    118,315
                             ------------  -------------  -----------  ---------  ---------

Balances, December 31, 1999     7,868,750  $         787      301,757  (569,278)  (266,734)
                             ============  =============  ===========  =========  =========
</TABLE>

See acCompanying notes to consolidated financial statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                ACCESS HEALTHCARE, INC.

                        CONSOLIDATED STATEMENTS OF CASH FLOW

                    For the years ended December 31, 1999 and 1998


                                                                   1999       1998
                                                                ----------  ---------
<S>                                                             <C>         <C>
Cash flows from operating activities:
  Net income (loss)                                             $ 118,315    (75,506)
  Adjustments to reconcile net income (loss) to net cash
    (used in) provided by operating activities:
      Depreciation                                                 26,090     26,693
      Loss on sale of assets                                            -      2,847
      Allowance for doubtful accounts                              45,000          -
      Cash provided by (used for) changes in:
        Accounts receivable                                      (136,948)     8,348
        Other current assets                                       (5,808)         -
        Bank overdraft                                            (10,551)    26,995
        Accounts payable                                           (1,557)   (12,634)
        Accrued liabilities                                          (594)         -
                                                                ----------  ---------

          Net cash provided by (used in) operating activities      33,947    (23,257)

Cash flows from investing activities:
  Purchases of equipment                                          (10,939)    (3,334)
  Proceeds from sale of equipment                                       -      1,500
                                                                ----------  ---------

          Net cash used in investing activities                   (10,939)    (1,834)

Cash flows from financing activities:
  Proceeds from borrowings                                              -    342,635
  Principal payments on borrowings                                (50,561)  (217,255)
  Due from related parties, net                                    29,836    (87,500)
  Payment from stockholder                                         (3,000)    40,679
  Due to related parties, net                                           -    (55,733)
                                                                ----------  ---------

          Net cash provided by (used in) financing activities     (23,725)    22,826
                                                                ----------  ---------

  Net decrease in cash                                               (717)    (2,265)

  Cash at beginning of period                                         754      3,019
                                                                ----------  ---------

  Cash at end of period                                         $      37        754
                                                                ==========  =========

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $  52,732     35,515
                                                                ==========  =========

Supplemental disclosure of non-cash transactions:
  Capital lease obligation                                      $  29,956          -
                                                                ==========  =========
</TABLE>

See acCompanying notes to consolidated financial statements.


                                        5
<PAGE>
                             ACCESS HEALTHCARE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1999 and 1998


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a)  ORGANIZATION AND BUSINESS

          Access  Healthcare,  Inc. (the "Company") was originally  organized as
          Daniel J. Pavlik, D.C., P.A., a corporation in the State of Florida in
          April  1983.  In  October  1993,   the  name  was  changed  to  Access
          Healthcare, Inc.

     (b)  PRINCIPLES OF CONSOLIDATION

          The  acCompanying   consolidated   financial  statements  include  the
          accounts  of  the  Company  and  its  wholly  owned  subsidiary.   All
          significant   interCompany   transactions   and  balances   have  been
          eliminated in consolidation.

     (c)  BUSINESS

          The Company operates a chiropractic  group practice in Central Florida
          and has affiliated chiropractic practices throughout Florida.

     (d)  STATEMENT OF CASH FLOW

          For purposes of the statement of cash flows, the Company considers all
          short-term investments with a maturity of three months or less, at the
          date of purchase, to be cash equivalents.

     (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.


                                        6
<PAGE>
                             ACCESS HEALTHCARE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     (f)  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.

     (g)  PROPERTY AND EQUIPMENT

          Property and  equipment are stated at cost.  Depreciation  is provided
          over the  estimated  useful lives of the  individual  assets using the
          straight-line method.  Property under capital leases is amortized over
          the lease terms.


(2)  PROPERTY AND EQUIPMENT

          Property and equipment consisted of the following at December 31:


<TABLE>
<CAPTION>
                                 1999     1998
                               --------  -------
<S>                            <C>       <C>
Computer equipment             $ 75,276   37,251
Medical equipment                62,907   62,488
Furniture and fixtures           18,786   16,335
Vehicles                         14,298   14,298
Leasehold improvements           32,158   32,158
                                203,425  162,530
                               --------  -------
Less accumulated depreciation   126,697  100,607
                               --------  -------
Total                          $ 76,728   61,923
                               ========  =======
</TABLE>

For the years ended December 31, 1999 and 1998, depreciation expense amounted to
$26,090  and  $26,693,  respectively.  The  Company  has reviewed its long-lived
assets  for  impairment  and  has determined that no adjustments to the carrying
value  of  long-lived  assets  is  required.


                                        7
<PAGE>
                             ACCESS HEALTHCARE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(3)  LONG-TERM DEBT

     Long-term debt consisted of the following at December 31:

<TABLE>
<CAPTION>
                                               1999     1998
                                              -------  ------
<S>                                           <C>      <C>
Notes payable to an individual with interest
     rates ranging from 8.75% to 9.25%; with
     an aggregated payment of $1,600 due
     monthly                                  $23,138  38,264

Note payable to a bank, bearing interest at
     10.23%; $284 due monthly, secured by a
     vehicle                                    8,307  10,741

Other notes                                         -     663
                                              -------  ------

                                               31,445  49,668

Less current maturities on long-term debt      17,060  14,822
                                              -------  ------

     Total long-term debt                     $14,385  34,846
                                              =======  ======
</TABLE>


The  following  is  a  schedule  by year of principal payments of long-term debt
subsequent  to  1999:


<TABLE>
<CAPTION>

YEAR ENDING DECEMBER 31,
-------------------------
<S>                        <C>
2000                       $17,060
2001                         7,124
2002                         6,670
2003                           591
                          --------
                            31,445
</TABLE>

(4)  TRANSACTIONS WITH RELATED PARTIES

     The Company rents its administrative  office and a chiropractic clinic from
     a  partnership  in which the  principal  shareholder  of the  Company  is a
     partner.  Lease  expense  relating  to the lease was $54,060 and $50,100 in
     December  31, 1999 and 1998,  respectively.  At December 31, 1999 and 1998,
     the Company had a liability for unpaid rent to the  partnership  of $52,860
     and $59,814,  respectively,  which is included in accounts payable.  Future
     minimum lease payments under this lease are $66,000 per year through 2002.

     The Company  purchases  nutritional  products  from a related  party.  Such
     purchases  are  recorded  at cost and  amounted  to $28,127  and $36,517 at
     December 31, 1999 and 1998, respectively.


                                        8
<PAGE>
                             ACCESS HEALTHCARE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(5)  LEASES

     During 1999,  the Company  obligated  existing  equipment  under  long-term
     capital leases. The following is a schedule by year of future minimum lease
     payments under capital leases at December 31:

<TABLE>
<CAPTION>

Year ending December 31:
------------------------
<S>                                   <C>

2000                                  $ 83,344
2001                                    80,633
2002                                    61,079
2003                                    31,409
2004                                     6,009
                                      --------
Total lease payments                   262,474
Less amount representing interest
     (11% to 35%)                       89,397
                                      --------
Present value of lease payments        173,077
Less current obligations                42,737
                                      --------
Long-term capital lease obligations   $130,340
                                      ========
</TABLE>

(6)  INCOME TAXES

     The actual income tax expense  (benefit)  from both 1999 and 1998,  differs
     from the  "expected" tax expense  (benefit),  computed by applying the U.S.
     Federal  Corporate  Income  Tax Rate of 34%,  to the income  (loss)  before
     income taxes, as follows:

<TABLE>
<CAPTION>
                                                 1999       1998
                                               ---------  --------
<S>                                            <C>        <C>
Income tax expense (benefit) computed at the
     federal statutory rate of 34%             $ 40,000   (26,000)
State income tax benefit, net of federal
     tax benefit                                  5,000    (3,000)
Nondeductible expenses                            5,000     5,000
Decrease (increase) in valuation allowance      (50,000)   24,000
                                               ---------  --------
                                               $      -         -
</TABLE>


                                        9
<PAGE>
                             ACCESS HEALTHCARE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(6)  INCOME TAXES, CONTINUED

     The  components  of the deferred  income tax asset at December 31, 1999 and
     1998 are as follows:

<TABLE>
<CAPTION>
                                              1999       1998
                                           ----------  ---------
<S>                                        <C>         <C>
Deferred tax assets:
     Net operating losses                  $ 209,000    224,000
     Allowance for doubtful accounts          17,000          -
     Accrual method (book) to cash method
          (tax) adjustment                   (24,000)    28,000
                                             202,000    252,000
     Valuation allowance                    (202,000)  (252,000)
                                           ----------  ---------
                                           $       -          -
                                           ==========  =========
</TABLE>

     At December 31, 1999, the Company had tax operating loss  carryforwards  of
     approximately  $578,000  available to reduce future  federal  income taxes,
     which expire from 2011 to 2019.


(7)  LITIGATION

     The  Company is a party to 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.


(8)  CONTINGENCY

     At December 31, 1999, the Company has a net capital  deficiency of $266,734
     and a working  capital  deficiency  of $248,891,  which raises  substantial
     doubt about their  ability to continue as a going  concern.  The Company is
     contemplating  a public or private  offering  of  securities  as a means of
     raising funds to implement its business plan.


(9)  PENDING ACQUISITION

     The Company  entered  into an  agreement  to be  acquired by Access  Health
     Alternatives,   Inc.,   a  Company   related  by  common   management   and
     shareholders.  Under the terms of the acquisition, to be accounted for as a
     pooling  of  interests,  the  shareholders  of the  Company  will  exchange
     7,868,750  shares of common  stock for  approximately  2,000,000  shares of
     common stock of Access Health Alternatives, Inc.


                                       10
<PAGE>