UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-Q
  (Mark One)
  x
QUARTERLY
 REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For
the quarterly period ended September 30, 2008oro
TRANSITION
 REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For
 the transition period from ______________ to _______________COMMISSION
 FILE NUMBER 000-29062AMERICARE HEALTH SCAN, INC.(Exact name of registrant as specified in its charter)  FLORIDA

65-0714523(State or
 other jurisdiction of

(I.R.S. Employer Identification No.)incorporation
 or organization)  20 N.W. 181st StreetMiami, Florida

33169(Address of
 principal executive offices)

(Zip code)  (305) 770-1141(Registrants telephone number, including area code)N/A(Former name, former address and former fiscal year, if changed
since
 last report) Indicate by
check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes o   No x Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act). Large
 accelerated filer
o
Accelerated
 filer
oNon-accelerated
 filer
o
Smaller
 reporting company
x Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes o   No x Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest
practicable date: As of October 23, 2008 the Issuer had 19,242,459 Shares of
Common Stock outstanding.    PART
 I - FINANCIAL INFORMATIONItem
 1.

Financial
 Statements (Unaudited)

2Balance sheets as of September 30, 2008
 (unaudited) and December 31, 2007 (audited)

3Statements of loss for cumulative amounts
 from development stage (January 1, 2005) through September 30, 2008 and for
 the three and nine months ended September 30, 2008 and 2007 (unaudited)

4Statements of cash flows for the nine
 months ended September 30, 2008 and 2007 (unaudited)

5Notes to the financial statements
 (unaudited)

6Item
 2.

Managements
 Discussion and Analysis or Plan Operation

7Item
 3.

Quantitative
 and Qualitative Disclosures About Market Risk

9Item
 4.

Controls
 and Procedures

9PART II - OTHER INFORMATIONItem 1.

Legal Proceedings

9Item 2.

Unregistered sales of equity securities and use of
proceeds

9Item 3.

Defaults upon senior securities

9Item 4.

Submission of matters to a vote of security
holders

9Item 5.

Other Information

9Item 6.

Exhibits and reports on Form 8-K

91

PART
I - FINANCIAL INFORMATION

ITEM
 1.
FINANCIAL
 STATEMENTS.The
accompanying unaudited condensed financial statements of Americare Health Scan,
Inc. (the Company) have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and rules and regulations of the United States Securities
and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, all adjustments consisting of a normal and recurring
nature considered necessary for a fair presentation have been included.
Operating results for the nine months ended September 30, 2008, may not
necessarily be indicative of the results that may be expected for the year
ended December 31, 2008.

As used in
this Quarterly Report, the terms we, us, our, the Company and
Americare mean Americare Health Scan, Inc. unless otherwise indicated. All
dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise
stated.

2

AMERICARE
 HEALTH SCAN, INC. (A DEVELOPMENT STAGE COMPANY)BALANCE
 SHEETSSeptember 30,
 2008
 (UNAUDITED)

December 31,
 2007
 (AUDITED)ASSETSCash and cash
equivalents

$


$
1,144Deferred tax
asset





Total current
assets





1,144TOTAL ASSETS

$


$
1,144LIABILITIES AND DEFICIENCY IN
ASSETSCurrent liabilitiesAccounts
payable and accrued expenses

$
99,506

$
34,364Accrued
interest


2,334,178


2,030,893Accrued
officers compensation


2,548,000


2,392,000Due to
shareholder


54,400


54,400Notes payable -
related parties


2,932,585


2,923,764Total current
liabilities


7,968,669


7,435,421Deficiency in assetsCapital stock; $0.001 par value;
50,000,000
 shares authorized; 19,242,459 shares issued and outstanding


19,242


19,242Additional paid-in
capital


1,662,250


1,662,250Accumulated deficit


(6,899,211
)

(6,899,211
)Accumulated deficit from
development stage


(2,750,950
)

(2,216,558
)Total
deficiency in assets


(7,968,669
)

(7,434,277
)TOTAL LIABILITIES AND DEFICIENCY
IN ASSETS

$


$
1,144See accompanying notes.

3

AMERICARE
 HEALTH SCAN, INC. (A DEVELOPMENT STAGE COMPANY)STATEMENTS
 OF LOSS (UNAUDITED)Cumulative
        
        Amounts from
        Development
        Stage (January
        1, 2005 through
        September 30, 2008)
    
    For
        the Three
        Months Ended
        September
        30, 2008
    
    For
        the Three
        Months Ended
        September
        30, 2007
    
    For
        the nine
        Months Ended
        September
        30, 2008
    
    For
        the nine 
        Months Ended
        September
        30, 2007REVENUE
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    GENERAL
        AND ADMINISTRATIVE EXPENSESAuto
        expense
    
    
    3,226
    
    
    
    
    
    
    
    
    
    
    
    18Bank
        fees and service charges
    
    
    10,818
    
    
    
    
    
    40
    
    
    39
    
    
    40Insurance
    
    
    23,044
    
    
    
    
    
    
    
    
    
    
    
    Legal
        and professional
    
    
    106,632
    
    
    64,087
    
    
    
    
    
    64,087
    
    
    6,552Management
        fees
    
    
    72,195
    
    
    
    
    
    
    
    
    
    
    
    11,798Meals
        and entertainment
    
    
    4,073
    
    
    
    
    
    
    
    
    
    
    
    Office
        expense
    
    
    7,336
    
    
    
    
    
    
    
    
    
    
    
    510Officers
        compensation
    
    
    780,000
    
    
    52,000
    
    
    52,000
    
    
    156,000
    
    
    156,000Penalties
        and interest
    
    
    23,353
    
    
    
    
    
    
    
    
    1,645
    
    
    50Postage
        and delivery
    
    
    2,060
    
    
    
    
    
    
    
    
    275
    
    
    Repairs
        and maintenance
    
    
    3,730
    
    
    
    
    
    838
    
    
    
    
    
    838Salaries
        and wages
    
    
    199,818
    
    
    
    
    
    
    
    
    
    
    
    Taxes
        and licenses
    
    
    20,317
    
    
    
    
    
    
    
    
    241
    
    
    75Telephone
    
    
    20,828
    
    
    
    
    
    
    
    
    
    
    
    3,343Travel
    
    
    27,216
    
    
    
    
    
    
    
    
    
    
    
    Utilities
    
    
    46,441
    
    
    
    
    
    
    
    
    
    
    
    4,434Total
        general and administrative expenses
    
    
    1,351,087
    
    
    116,087
    
    
    52,878
    
    
    222,287
    
    
    183,658Loss
        before other income (expenses)
    
    
    (1,351,087
    )
    
    (116,087
    )
    
    (52,878
    )
    
    (222,287
    )
    
    (183,658
    )OTHER
        INCOME (EXPENSES)Other
        income
    
    
    90,451
    
    
    
    
    
    
    
    
    
    
    
    6,431Interest
        expense
    
    
    (1,479,692
    )
    
    (103,103
    )
    
    (115,227
    )
    
    (303,284
    )
    
    (347,327
    )Other
        expense
    
    
    (10,622
    )
    
    
    
    
    
    
    
    (8,821
    )
    
    Total
        other expenses
    
    
    (1,399,863
    )
    
    (103,103
    )
    
    (115,227
    )
    
    (312,105
    )
    
    (340,896
    )Loss
        before income taxes
    
    
    (2,750,950
    )
    
    (219,190
    )
    
    (168,105
    )
    
    (534,392
    )
    
    (524,554
    )Provision
        for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net
        loss
    
    $
    (2,750,950
    )
    $
    (219,190
    )
    $
    (168,105
    )
    $
    (534,392
    )
    $
    (524,554
    )Net
        loss per share - basic and diluted
    
    
    
    
    $
    (0.01
    )
    $
    (0.01
    )
    $
    (0.03
    )
    $
    (0.03
    )Weighted
        average number of shares of common stock outstanding - basic and diluted
    
    
    
    
    
    19,242,459
    
    
    19,242,459
    
    
    19,242,459
    
    
    19,242,459See accompanying notes.

4

AMERICARE
 HEALTH SCAN, INC. (A DEVELOPMENT STAGE COMPANY)STATEMENTS
 OF CASH FLOWS (UNAUDITED)For the
nine months ended September 30,
 
 2008
 
 2007CASH FLOWS
 FROM DEVELOPMENT STAGE ACTIVITIESNet
loss
 
 $
 (534,392
 )
 $
 (524,554
 )Change in
assets and liabilities:Increase
(Decrease) in accounts payable and
 accrued expenses
 
 
 65,142
 
 
 (74,083
 )Increase in
accrued interest
 
 
 303,285
 
 
 347,327Increase in
accrued officers compensation
 
 
 156,000
 
 
 156,000NET CASH USED
IN DEVELOPMENT STAGE
 ACTIVITIES
 
 
 (9,965
 )
 
 (95,310
 )CASH FLOWS
 FROM FINANCING ACTIVITIESNet
transactions from notes payable -
 related parties
 
 
 8,821
 
 
 69,526Due to
shareholder
 
 
 
 
 
 25,707NET CASH
PROVIDED BY FINANCING ACTIVITIES
 
 
 8,821
 
 
 95,233NET INCREASE
 (DECREASE) IN CASH AND CASH EQUIVALENTS
 
 
 (1,144
 )
 
 (77
 )CASH AND
 CASH EQUIVALENTS, beginning of period
 
 
 1,144
 
 
 1,221CASH AND
 CASH EQUIVALENTS, end of period
 
 $
 
 
 $
 1,144SUPPLEMENTAL
 DISCLOSURES:Income taxes
 paid
 
 $
 
 
 $
 Interest
 paid
 
 $
 
 
 $
 See accompanying notes.

5

AMERICARE HEALTH SCAN, INC. (A DEVELOPMENT STAGE COMPANY)NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2008

1.
 DEVELOPMENT
 STAGE ACTIVITIESAmericare
 Health Scan, Inc. (the Company) was incorporated under the laws of the
 State of Florida on February 3, 1994, and is engaged in the business of
 developing technological solutions for medical, dental, and high tech
 industries, and consequently bringing the developed technologies to the
 market place. The Company has been researching products for development. The
 Company has not yet obtained necessary approvals to market the products it is
 developing. Commencing January 1, 2005, the Company is considered to be in
 the development stage.BASIS OF
 PRESENTATIONThe
 accompanying interim financial statements have been prepared by the company
 in conformity with generally accepted accounting principles in the United
 States of America for interim financial statements. In the opinion of
 management, the accompanying interim financial statements contain all
 adjustments necessary (consisting of normal recurring accruals) to present
 fairly the financial information contained therein. These interim financial
 statements do not include all disclosures required by generally accepted
 accounting principles in the United States of America. The results of
 operations for the nine months ended September 30, 2008, are not necessarily
 indicative of the results to be expected for the year ending December 31,
 2008.RECLASSIFICATIONCertain
 amounts in the prior year financial statements have been reclassified for
 comparative purposes to conform to the current year presentation. There was
 no material changes in classifications made to previously issued financial
 statements.2.
 GOING
 CONCERNAs reflected
 in the accompanying financial statements, the Company incurred net losses of
 $219,190 and $168,105 for the quarters ended September 30, 2008 and 2007, due
 principally to expenses incurred for general and administrative expenses and
 interest expense. To date the Company has not generated sufficient cash flows
 to sustain the operations. Management of the Company is developing a plan to
 finance its continuing research and development activities through the
 issuance of debt or equity securities. The ability of the Company to continue
 as a going concern is dependent on the success of the plan and the continued
 support of the Companys major shareholder. The financial statements do not
 include any adjustments that might be necessary if the Company is unable to
 continue as a going concern.3.
 NET LOSS PER
 COMMON SHARENet loss per
 common share has been computed (basic and dilutive) for all periods presented
 and is based on the weighted average number of shares outstanding during the
 period.4.
 DUE TO
 RELATED PARTIESThe Company
 received loans from stockholders in exchange for on-demand promissory notes.
 These notes accrued interest at a compounded rate of the prime rate (5.00% at
 September 30, 2008) plus 2% as of the last day of the quarter, but no less
 than 8% or greater than 18%. Therefore, the applicable interest rate at
 September 30, 2008 was 8%. The aggregate principal balance of these notes at
 September 30, 2008 amounted to $2,932,585. Interest expense for the quarter
 ended September 30, 2008 amounted to $103,103.5.
 COMMITMENTS
 AND CONTINGENCIESThe Company
 has an employment agreement with the President and Chief Executive Officer
 for an indefinite period of time or until there is a majority vote by the
 Board of Directors to elect a new President and Chief Executive Officer. The
 agreement calls for compensation in the amount of $52,000 per calendar
 quarter ($208,000 per calendar year), which has been accrued and amounts to
 $2,548,000 at September 30, 2008.The Company
has not filed its 2006 or 2007 income tax returns.

6

ITEM 2.
 MANAGEMENTS
 DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.Cautionary
Statement Regarding Forward-Looking Statements

Certain
statements contained in this Quarterly Report constitute forward-looking
statements. These statements, identified by words such as plan,
anticipate, believe, estimate, should, expect and similar expressions
include our expectations and objectives regarding our future financial
position, operating results and business strategy. These statements reflect the
current views of management with respect to future events and are subject to
risks, uncertainties and other factors that may cause our actual results,
performance or achievements, or industry results, to be materially different
from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under the caption Managements
Discussion and Analysis or Plan of Operation and elsewhere in this Quarterly
Report. We advise you to carefully review the reports and documents we file
from time to time with the Securities and Exchange Commission (the SEC),
particularly our Annual Reports on Form 10-K and our Current Reports on Form
8-K.

GENERAL

Americare
Health Scan, Inc. is a development stage company that was incorporated under
the laws of the State of Florida on February 3, 1994. We developed the first
non-invasive, rapid, non-radioactive technology for the direct detection of the
disease process known as Active Helicobacter Pylori (H-Pylori) for patients
with Peptic Ulcer diseases. The Ana-Sal(R) Saliva Test for H. Pylori is simple,
provides a cost-effective means for direct sampling, and requires only a thirty
second procedure for the detection of active H. Pylori infection. Estimates
suggest that almost 10 million Americans are diagnosed each year with Peptic
Ulcers. Although saliva diagnostic testing is in its infancy, the broader
diagnostic test market is highly competitive. As a result, it will be difficult
for saliva diagnostic tests to take market share from serum and urine
diagnostic tests. We believe that the market for the ANA-SAL(R) saliva based
tests have a significant growth potential. Demand for point of care and field
diagnostics, especially at border crossing points between countries, is also increasing.
We also believe that a saliva-based non-invasive method of testing will expand
this opportunity significantly.

PLAN OF
OPERATION

Our ultimate
objective is to build a fully integrated research and development,
manufacturing, marketing and distribution organization capable of providing the
medical diagnostic and drug delivery markets with products that offer accuracy,
efficacy, ease of use and reduced costs. In order to accomplish this objective,
we have developed the following strategy:

Provide a Broad
Range of Products

We believe
that a diversified product base can increase potential business opportunities,
provide a stream of new product introductions over time, and reduce the risks
associated with reliance on a single product or technology.

Focus on Large
Market Opportunities

We will
concentrate our development efforts on large existing markets in which we
believe there could be significant demand for our products.

Enter into
Strategic Alliances

We intend to
enter into strategic alliances with large medical diagnostic and pharmaceutical
companies for the marketing of our medical diagnostic products. Since these
companies have significantly greater financial, marketing and other resources
than we have, they would be able to market the our products through a broad
range of distribution channels. Our strategy with respect to the development
and commercialization of its transdermal drug delivery products is to enter
into strategic alliances with third parties that can, in some cases, fund a
portion of product development costs, participate in clinical testing, obtain
regulatory approval, and market the products. In an effort to exercise control
over the quality of our products and capture a larger portion of the revenues,
we will seek to retain manufacturing rights to products developed under such
strategic alliances.

7

Cash
Requirements for Next Twelve Months

We anticipate
that we will incur over $600,000 over the twelve months beginning January 1,
2008 for general and administrative, and interest expenses, including
professional legal and accounting expenses associated with our reporting
obligations under the U.S. Securities and Exchange Act of 1934 and the
estimated costs of providing products. Based on our cash position, we will
require additional financing to enable us to pay for our expenses. We
anticipate that additional funding will be in form of equity financing from the
sale of our common stock during the fourth quarter of 2008.

Revenue

We have
incurred a net loss of $534,392 during the nine months ended September 30,
2008. We do not anticipate earning revenues until such time as we have entered
all technologies or products for sale in the United States. As such, there are
no costs of revenue. These previously mentioned products or technologies have
not been approved by the Food and Drug Administration (FDA). Except for the
Saliva Collector and HIV Saliva Test, none of our technologies is ready for
sale outside of the United States either. The completion of research and
development that would be necessary to turn our technologies into working
prototypes and viable products will require a significant influx of funding. We
do not currently have the funds to undertake any research and development
efforts with regard to our technologies, and there is no assurance that we will
ever be able to obtain such funding.

Interest
Expense

On-demand
promissory note agreements entered into with stockholders currently accrue
compounded interest for the quarter ended September 30, 2008 at 8%. Since
January 2004, the Company has not paid interest on these notes. Once additional
equity financing is received, management intends to repay these notes and
unpaid interest. Additional financing is anticipated in the fourth quarter of
2008.

LIQUIDITY AND
FINANCIAL CONDITION

Working
 CapitalSeptember 30, 2008

September 30, 2007

Percentage 
 Increase / (Decrease)Current
 Assets

$


$
1,145


(100.00
)%Current
 Liabilities


7,968,669


7,270,876


(8.72
)%Working
 Capital Deficiency

$
(7,968,669
)
$
(7,269,731
)

(8.73
)%Cash FlowsNine Months Ended 
 September 30, 2008

Nine Months Ended 
 September 30, 2007Cash Flows Used in Development
Stage
 Activities

$
(9,965
)
$
(95,310
)Cash Flows Provided By Investing
Activities

$


$
Cash Flows Provided By Financing
Activities

$
8,821

$
95,233Net Decrease in Cash and Cash
Equivalents
 During Period

$
(1,144
)
$
(77
)Future
Financing Requirements

We require
additional financing if we are to continue as a going concern to finance our
business operations. We anticipate that any additional financing would be
through the sale of our common stock. We are presently in the process of
negotiating private placements of securities to raise working capital to
finance our operations. However, we expect to raise the additional capital that
we require to continue operations. In the event that we are unable to raise
additional financing on acceptable terms, we intend to reduce our exploration
expenditures and may implement additional actions to reduce general and
administrative expenditures. We anticipate that our working capital will
continue to decline until we receive additional funding.

8

Item 3.
Quantitative
 and Qualitative Disclosures About Market RiskThere have
been no material changes in our primary risk exposures or management of market
risks from those disclosed in our Form 10-KSB for the year ended December 31,
2007.

ITEM 4.
CONTROLS AND
 PROCEDURES.Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we have evaluated the
effectiveness of our disclosure controls and procedures as required by Exchange
Act Rule 13a-15(b) as of the end of the period covered by this report. Based on
that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that these disclosure controls and procedures are effective.

There were no
changes in our internal control over financial reporting during the quarter
ended September 30, 2008, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.
LEGAL
 PROCEEDINGS.None.ITEM 2.
UNREGISTERED
 SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.None.ITEM 3.
DEFAULTS
 UPON SENIOR SECURITIES.None.ITEM 4.
SUBMISSION
 OF MATTERS TO A VOTE OF SECURITY HOLDERS.None.ITEM 5.
OTHER
 INFORMATION.None.ITEM 6.
EXHIBITS AND
 REPORTS ON FROM 8K.(A)

31.1 Certification of the Chief Executive Officer
required by Rule
13a-14(a)/15d-14(a)

32.1 Certification of the Chief Executive Officer
required by Rule
13a-14(a)-15d-14(a) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

(B) Reports on
Form 8-K

None.

9

SIGNATURES

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

/s/
 AMERICARE HEALTH SCAN, INC.(Registrant)By:
/s/ Dr.
 Joseph P. DAngeloDR. JOSEPH
 P. DANGELOPRESIDENT
 AND CHIEF EXECUTIVE OFFICERDate: November
5, 2008

In accordance
with the Exchange Act, this report has been signed by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Dr.
 Joseph P. DAngeloDR. JOSEPH
 P. DANGELOPRESIDENT
 AND CHIEF EXECUTIVE OFFICERDate:
 November 5, 2008By: /s/
 Robert CanoROBERT CANOCHIEF
 FINANCIAL OFFICERDate:
 November 5, 2008