<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         AMENDMENT NO. 1 - FORM 10-QSB

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                                       OR

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

              FOR THE TRANSITION PERIOD FROM ________ TO __________

                         COMMISSION FILE NUMBER 1-16655

                           AMERICARE HEALTH SCAN, INC.
             (Exact name of registrant as specified in its charter)

                Florida                                         65-0714523
    (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                          Identification No.)

 20 N.W. 181st Street, Miami, Florida                              33169
(Address of principal executive offices)                         (Zip Code)

       Registrant's telephone number, including area code: (305) 770-1141

         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 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 [ ] NO [X]

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

         Class                               Outstanding As of December 5, 2001
Common Stock $ .001 par value                            14,765,148

<PAGE>

              TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT
<TABLE>
<S>                                                                               <C>

                                     Part I

Consolidated Balance Sheet (Unaudited) as of September 30, 2001 ................   1

Consolidated Statements of Operations (Unaudited) for the three months
    ended September 30, 2001 and 2000 and the Period from February 3, 1994
    (Date of Inception) to September 30, 2001 ..................................   2

Consolidated Statement of Changes in Stockholder's Equity (Deficit) (Unaudited)
    for the three months September 30, 2001 and the Period from February 3, 1994
    (Date of Inception) to September 30, 2001 ..................................   3

Consolidated Statements of Cash Flows (Unaudited) for the three months ended
    September 30, 2001 and 2000 and the Period from February 3, 1994 (Date of
    Inception) to September 30, 2001 ...........................................   4

Notes to Condensed Financial Statements ........................................   5

Management's Discussion and Analysis of Financial Condition
    and Results of Operations ..................................................  11

                                     Part II

Legal Proceedings ..............................................................  13

Changes in Securities ..........................................................  14

Defaults upon Senior Securities ................................................  14

Submissions of Matters to a Vote of Security Holders ...........................  14

Other Information ..............................................................  14

Exhibits and Reports ...........................................................  15

Signatures .....................................................................  15

</TABLE>


                                       i



<PAGE>


                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)






                              FINANCIAL STATEMENTS

         For the Three and Nine Months Ended September 30, 2001 and 2000
 and the Period From February 3, 1994 (Date of Inception) to September 30, 2001


<PAGE>

                                    CONTENTS

FINANCIAL STATEMENTS


         BALANCE SHEETS ...................................................   1


         STATEMENTS OF OPERATIONS .........................................   2


         STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY.....................   3


         STATEMENTS OF CASH FLOWS .........................................   4


         NOTES TO FINANCIAL STATEMENTS ....................................5-10





<PAGE>


                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                    September 30, 2001 and December 31, 2000

<TABLE>
<CAPTION>

                                                                                 SEPTEMBER 30,  DECEMBER 31,
                                                                                    2001           2000
                                                                                 -----------    -----------
<S>                                                                              <C>            <C>
                                             A S S E T S

CURRENT ASSETS
      Cash ...................................................................   $       894    $         0
                                                                                 -----------    -----------
          TOTAL CURRENT ASSETS ...............................................           894              0
                                                                                 -----------    -----------
PROPERTY AND EQUIPMENT, NET OF DEPRECIATION ..................................       127,999        152,701
                                                                                 -----------    -----------

OTHER ASSETS
      Investments ............................................................           378            636
      Patents, net ...........................................................       131,405        137,868
                                                                                 -----------    -----------
          TOTAL OTHER ASSETS .................................................       131,783        138,504
                                                                                 -----------    -----------
          TOTAL ASSETS .......................................................   $   260,676    $   291,205
                                                                                 ===========    ===========

     L I A B I L I T I E S   A N D   S T O C K H O L D E R S '   E Q U I T Y   (D E F I C I T)

CURRENT LIABILITIES
      Cash overdraft .........................................................   $         0    $     1,250
      Accounts payable .......................................................        42,828         61,953
      Accrued officer's compensation .........................................     1,092,000        936,000
      Accrued expenses .......................................................     1,455,562      1,266,160
      Accrued interest - stockholder & related parties .......................     1,193,401        834,596
      Loans payable - stockholders ...........................................       438,452        369,079
      Loans payable - related parties ........................................       714,586        530,910
      Loans payable - other ..................................................        22,260         12,260
                                                                                 -----------    -----------
          TOTAL CURRENT LIABILITIES ..........................................     4,959,089      4,012,208
                                                                                 -----------    -----------
CONTINGENCIES (See Note 4)

STOCKHOLDERS' EQUITY (DEFICIT)
      Common stock, par value $.001 per share; 50,000,000
          shares authorized; 14,761,948 shares issued and
          outstanding in 2001 and 2000 respectively ..........................        14,765         14,765
      Additional paid-in capital .............................................     1,355,218      1,355,218
      Deficit accumulated during the development stage .......................    (6,068,396)    (5,090,986)
                                                                                 -----------    -----------
          TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ...............................    (4,698,413)    (3,721,003)
                                                                                 -----------    -----------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .........................   $   260,676    $   291,205
                                                                                 ===========    ===========
</TABLE>

                             See accompanying notes.


                                       1
<PAGE>

                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
         For the Three and Nine Months Ended September 30, 2001 and 2000
 and the Period from February 3, 1994 (Date of Inception) to September 30, 2001
<TABLE>
<CAPTION>

                                                  THREE MONTHS ENDED             NINE MONTHS ENDED
                                             ----------------------------    ----------------------------    INCEPTION TO
                                             SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,  SEPTEMBER 30,
                                                 2001            2000            2001            2000            2001
                                             ------------    ------------    ------------    ------------    ------------
<S>                                          <C>             <C>             <C>             <C>             <C>
SALES ....................................   $          0    $          0    $          0    $          0    $          0
                                             ------------    ------------    ------------    ------------    ------------
OPERATING EXPENSES:
     Advertising .........................            207             548           2,379           2,750          11,985
     Bank fees ...........................            776              23             832           1,780           8,819
     Contract labor ......................          4,840           6,956          16,880          21,085          60,814
     Depreciation & amortization .........         10,772          10,772          32,316          32,316         113,627
     Dues & subscriptions ................              0               0               0               0           3,696
     Insurance ...........................            869           2,572           5,672           6,980          23,429
     Interest expense ....................        123,987          91,122         358,806         743,475       1,193,924
     Legal & accounting ..................         41,079         100,061         148,622         208,831         775,952
     Licenses & taxes ....................           (250)            110             610             790           3,855
     Management fees .....................         11,979          13,214          35,937          39,640         318,818
     Meals & entertainment ...............              0              48             101             144           4,392
     Office expense ......................         (2,046)           (450)            649           3,671          25,876
     Officer's compensation ..............         52,000          52,000         156,000         156,000       1,092,000
     Payroll taxes .......................          1,606           2,981           7,301           7,050          24,238
     Professional fees ...................          2,238          38,981           1,880          77,129         128,538
     Rent - dormant production areas .....         42,158          40,909         122,728         122,728         447,505
     Rent - office space .................          9,878           9,585          28,755          28,755         216,675
     Rent - warehouses ...................         12,678           9,477          30,923          26,604         233,525
     Salaries ............................         19,828          30,113          85,452          86,025         282,210
     Telephone & utilities ...............          3,494             791           4,900           1,956          66,685
     Travel ..............................              0           9,574               0           9,782          74,288
     Research & development costs ........              0               0               0               0       1,086,783
     Other expenses ......................           (151)          3,778           6,662          16,120          49,588
                                             ------------    ------------    ------------    ------------    ------------
     TOTAL OPERATING EXPENSES ............        335,942         423,165       1,047,405       1,593,611       6,247,222
                                             ------------    ------------    ------------    ------------    ------------
         OPERATING LOSS ..................       (335,942)       (423,165)     (1,047,405)     (1,593,611)     (6,247,222)
                                             ------------    ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSE)
     Settlement of litigation - release of
         appeals bond ....................              0               0               0               0         388,890
     Settlement of litigation ............              0               0          70,253               0          70,253
     Loss from investments ...............              0               0            (258)              0          (5,623)
     Loss from flood .....................              0               0               0               0        (274,694)
                                             ------------    ------------    ------------    ------------    ------------
     TOTAL OTHER INCOME (EXPENSE) ........              0               0          69,995               0         178,826
                                             ------------    ------------    ------------    ------------    ------------
         LOSS BEFORE INCOME TAXES ........       (335,942)       (423,165)       (977,410)     (1,593,611)     (6,068,396)
INCOME TAX EXPENSE (BENEFIT) .............              0               0               0               0               0
                                             ------------    ------------    ------------    ------------    ------------
         NET LOSS ........................   $   (335,942)   $   (423,165)   $   (977,410)   $ (1,593,611)   $ (6,068,396)
                                             ============    ============    ============    ============    ============
NET LOSS PER SHARE .......................          (0.02)          (0.03)          (0.07)          (0.11)
                                             ============    ============    ============    ============
WEIGHTED AVERAGE NUMBER OF
     SHARES OUTSTANDING ..................     14,765,148      14,761,948      14,765,148      14,761,948
                                             ============    ============    ============    ============
</TABLE>


                             See accompanying notes.



                                       2
<PAGE>


                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              For the Nine Months Ended September 30, 2001 and 2000
 and the Period from February 3, 1994 (Date of Inception) to September 30, 2001


<TABLE>
<CAPTION>

                                                  COMMON STOCK AND CAPITAL
                                                   IN EXCESS OF PAR VALUE
                                               ----------------------------       DEFICIT
                                                 SHARES           AMOUNT         ACCUMULATED         TOTAL
                                               -----------      -----------      -----------       -----------
<S>                                                 <C>         <C>              <C>               <C>
BALANCES AT JANUARY 1, 1996 .............           50,000      $     5,800      $   (98,832)      $   (93,032)
     Stock Split (116 to 1) .............        5,750,000                0                0                 0
     Issuance of common shares
        regarding acquisition of assets
        from Americare Transtech, Inc.,
        acquisition of subsidiary
        Americare Biologicals, Inc.,
        and regarding pretrading
        private placements ..............        6,541,800        1,266,058                0         1,266,058
     Issuance of common shares
        regarding merger with
        Environmental Digital
        Systems, Inc. ...................          370,370                0                0                 0
     Net Loss ...........................                0                0         (637,663)         (637,663)
                                               -----------      -----------      -----------       -----------
BALANCES AT DECEMBER 31, 1996 ...........       12,712,170        1,271,858         (736,495)          535,363
     Issuance of common shares
        for services rendered ...........            5,000           16,250                0            16,250
        (based on value of services)
     Net Loss ...........................                0                0         (498,157)         (498,157)
                                               -----------      -----------      -----------       -----------
BALANCES AT DECEMBER 31, 1997 ...........       12,717,170        1,288,108       (1,234,652)           53,456
     Issuance of common shares to acquire
        25% interest in Americare
        Diagnostics, Inc. and Americare
        International Diagnostics, Inc. .        2,000,000            2,000                0             2,000
        (based on book value of
         affiliated companies)
     Net Loss ...........................                0                0         (502,907)         (502,907)
                                               -----------      -----------      -----------       -----------
BALANCES AT DECEMBER 31, 1998 ...........       14,717,170        1,290,108       (1,737,559)         (447,451)
     Issuance of common shares
        for private placement and
        services rendered ...............           44,778           77,539                0            77,539
        (based on value of services)
     Net Loss ...........................                0                0       (1,759,594)       (1,759,594)
                                               -----------      -----------      -----------       -----------
BALANCES AT DECEMBER 31, 1999 ...........       14,761,948        1,367,647       (3,497,153)       (2,129,506)
     Issuance of common shares
        for director fees (based ........            3,200            2,336            2,336
        on trading activity at
        time of issuance)
     Net Loss ...........................                0                0       (1,593,833)       (1,593,833)
                                               -----------      -----------      -----------       -----------
BALANCES AT DECEMBER 31, 2000 ...........       14,765,148        1,369,983       (5,090,986)       (3,721,003)
     Net Loss ...........................                0                0         (977,410)         (977,410)
                                               -----------      -----------      -----------       -----------
BALANCES AT SEPTEMBER 30, 2001 ..........       14,765,148      $ 1,369,983      $(6,068,396)      $(4,698,413)
                                               ===========      ===========      ===========       ===========
</TABLE>

                             See accompanying notes.

                                       3
<PAGE>


                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
        For the Three and Nine Months Ended September 30, 2001 and 2000
 and the Period from February 3, 1994 (Date of Inception) to September 30, 2001
<TABLE>
<CAPTION>

                                                   THREE MONTHS ENDED                NINE MONTHS ENDED
                                             -----------------------------    ------------------------------
                                             SEPTEMBER, 30  SEPTEMBER, 30    SEPTEMBER, 30    SEPTEMBER, 30     INCEPTION
                                                 2001            2000            2001              2000           TO 2001
                                             -------------  -------------    -------------    -------------     ---------
<S>                                           <C>             <C>             <C>             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss ...........................      $(335,942)      $(423,165)      $(977,410)      $(1,593,611)      $(6,068,396)
    Adjustments to reconcile net loss to
      net cash provided by operating
      activities:
      Depreciation and amortization
         expense .......................         10,772          10,772          32,316            32,316           356,823
      Undepreciated cost of equipment
         destroyed in flood ............              0               0               0                 0           274,694
      Changes in assets and liabilities:
         Increase/(decrease) in cash
            overdrafts .................         (6,642)            530          (1,250)             (160)                0
         Accounts payable ..............          6,561          23,136         (19,125)           26,267            42,828
         Accrued officer's compensation          52,000          52,000         156,000           156,000         1,092,000
         Accrued interest ..............        123,987          91,122         358,805           743,472         1,193,401
         Accrued expenses ..............         63,508          68,607         189,402           212,161         1,455,562
                                              ---------       ---------       ---------       -----------       -----------
    Net cash used in operating
         activities ....................        (85,756)       (176,998)       (261,262)         (423,555)       (1,653,088)
                                              ---------       ---------       ---------       -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Amounts loaned to related entities .              0               0               0               147          (147,646)
    Collections of loans receivable ....              0               0               0               200           117,165
    Purchase of investment .............              0               0               0                 0            (6,000)
    Loss from investment ...............              0               0             258               258             5,623
    Purchase of property and equipment .         (1,300)              0          (1,300)           (1,102)         (740,248)
    Payment for patents ................              0               0               0                 0          (150,793)
                                              ---------       ---------       ---------       -----------       -----------
    Net cash provided by (used in)
      investing activities .............         (1,300)              0          (1,042)             (497)         (921,899)
                                              ---------       ---------       ---------       -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash repaid on stockholder loan ....        (30,000)           (335)        (30,000)           (5,862)          (30,000)
    Proceeds from stockholder loan .....         69,951          18,880          99,373           229,359           468,452
    Proceeds from loans payable-related
      parties ..........................         37,999         158,959         183,825           194,801           754,886
    Proceeds from other loan payable ...         10,000               0          10,000             6,260            22,260
    Loan repayments-related parties ....              0            (506)              0              (506)           (9,700)
    Proceeds from common stock .........              0               0               0                 0         1,369,983
                                              ---------       ---------       ---------       -----------       -----------
    Net cash provided by financing
      activities .......................         87,950         176,998         263,198           424,052         2,575,881
                                              ---------       ---------       ---------       -----------       -----------
NET INCREASE (DECREASE) IN CASH ........            894               0             894                 0               894
CASH AND EQUIVALENTS, BEGINNING ........              0               0               0                 0                 0
                                              ---------       ---------       ---------       -----------       -----------
CASH AND EQUIVALENTS, ENDING ...........      $     894       $       0       $     894       $         0       $       894
                                              =========       =========       =========       ===========       ===========
</TABLE>

                             See accompanying notes


                                       4
<PAGE>




                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001

NOTE 1 - GENERAL

The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of management, necessary for a fair
statement of the Company's financial position.

The information contained in these consolidated financial statements should be
read in conjunction with the Notes to the Financial Statements appearing in the
Company's Annual Report for the year ended December 31, 2000.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, the Company incurred a net
loss of $977,410 for the nine months ended September 30, 2001, and as of that
date, current liabilities exceeded current assets by $4,958,195 and its total
liabilities exceeded its total assets by $4,698,413. Those factors, as well as
the need to obtain additional financial resources, create an uncertainty about
the Company's ability to continue as a going concern. 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
or 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.

NOTE 3 - LITIGATION

The Corporation is involved in several pieces of litigation, which are set forth
below.

In 1995, Americare Biologicals, Inc., Joseph P. D'Angelo, Americare Transtech,
Inc., and International Medical Associates, Inc. (the "Plaintiffs") filed suit
in Florida state court (Broward County) against Technical Chemicals and
Products, Inc. ("TCPI") and its then chairman Jack Aronowitz, Simplex Medical
Systems, Inc. ("Simplex") and



                                       5
<PAGE>

                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001

NOTE 3 - LITIGATION - CONTINUED

its then officers Henry B. Schur and Nicholas Levandoski, and Analyte
Diagnostics, Inc. ("Analyte"), claiming misappropriation of trade secrets and
interference with business relationships relating to the Company's proprietary
Saliva Collection System and HIV Saliva Test. On January 25, 1999, judgment was
entered in favor of Plaintiffs against Schur, Levandoski, TCPI, Aronowitz,
Simplex and Analyte. On appeal, $4.3 Million of the $4.8 Million in damages
awarded against Schur, Levandoski, Aronowitz and TCPI was affirmed. Only the
$500,000 judgment against Aronowitz was reversed. In December 2000, the appeal
bond that had been posted by TCPI was ordered paid, and Americare Biologicals,
Inc. received $388,890. Nicholas Levandoski, against whom Americare Biologicals,
Inc. and Americare Transtech, Inc. had judgments totaling $1,000,000, filed for
Chapter 7 Bankruptcy protection in 2000. A settlement was reached with the
trustee of the Levandoski bankruptcy proceeding pursuant to which Americare
Biologicals, Inc. and Americare Transtech, Inc. will receive from Levandoski a
cash payment of $11,638 and 327,250 shares of stock in SMLX Technologies, Inc.
The Plaintiffs are currently attempting to collect the $3,000,000 judgment
against Schur from his former employer, Simplex, pursuant to certain
indemnification provisions in Simplex's Articles of Incorporation and Bylaws. Of
the $3 million judgment against Schur, $1 million each was awarded to Americare
Biologicals, Inc., Americare Transtech, Inc., and Dr. D'Angelo. Trial in the
collection action was held on August 3, 2001. By order dated September 10, 2001,
the trial court ruled in favor of SMLX. The Plaintiffs have appealed this
ruling, and SMLX has moved for attorney's fees. By order dated September 5,
2001, the District Court of Appeal of the state of Florida Fourth District
reversed a lower court ruling denying Henry Schur's, Nicholas Levandoski's,
Analyte's and Simplex's motion to vacate the above-referenced judgments against
them. The appellate court, however, did not reverse the judgments in the
underlying action. Instead, the Court remanded the matter to the lower court for
reconsideration of the motion to vacate.

In 1997, Americare Diagnostics, Inc., Joseph P. D'Angelo, Americare Transtech,
Inc., and International Medical Associates, Inc., (the "Plaintiffs") filed suit
in federal


                                       6
<PAGE>
                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001

NOTE 3 - LITIGATION - CONTINUED

court  (Southern District of Florida) against TCPI and its
then chairman Jack Aronowitz, and Simplex and its then officers Henry B. Schur
and Nicholas Levandoski, claiming patent infringement and misappropriation of
trade secrets relating to the Company's patented biological fluids constituent
analysis system. A confidential settlement agreement was reached with TCPI on
February 3, 2001, which resolved all litigation between TCPI and the Plaintiffs.
TCPI, which filed a voluntary Chapter 11 bankruptcy petition on July 3, 2001,
still owes approximately $38,700 under the settlement agreement. The Company
settled with Simplex on June 26, 2001. On June 27, 2001, the District Court
issued an Order granting the Plaintiffs' motion for voluntary dismissal of their
patent infringement claims against Aronowitz and Schur. The basis for the
Plaintiffs' motion was that the infringement claims lacked sufficient economic
value to justify further prosecution. The district court also granted the
Plaintiffs' motion for voluntary dismissal without prejudice of their
misappropriation of trade secrets claims against Aronowitz and Schur. Both
Aronowitz and Schur have filed motions for attorney's fees and costs against the
Plaintiffs. By order dated August 17, 2001, the District Court granted
Aronowitz's motion for voluntary dismissal without prejudice of his patent
misuse antitrust counterclaim.

In 1997, Henry B. Schur filed suit against Dr. D'Angelo, Americare Transtech,
Inc., Americare Health Scan, Inc., Americare Biologicals, Inc., International
Medical Associates, Inc., and Americare Diagnostics, Inc. asserting claims
relating to the tape recording and use of a conversation Schur had with Dr.
D'Angelo on the street. Currently pending is a motion to dismiss filed by
certain Defendants. Trial was set for September 10, 2001, but had to be delayed
because Schur is unavailable.

TCPI and Aronowitz, in 1999, filed action in federal court (Southern District of
Florida) against the Company, Joseph P. D'Angelo, and Creative Connections,
Inc., claiming that Plaintiffs had engaged in false advertising in violation of
the Lanham Act, and common law defamation. All claims by TCPI have been
dismissed with prejudice pursuant to a February 2001 settlement. TCPI also
settled with Creative Connections, Inc. on or about April 2001. As part of that


                                       7
<PAGE>
                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001

NOTE 3 - LITIGATION - CONTINUED

settlement, TCPI was assigned a $28,281.29 judgment Creative Connections had
against the Company. TCPI then proceeded to offset the amount of that judgment
against the payments owed to the Company under the February 2001 settlement. By
order dated August 17, 2001, the District Court granted Aronowitz's motion for
voluntary dismissal without prejudice of his claims.

In 1999, the Company, Americare Biologicals, Inc., and Joseph P. D'Angelo
("Plaintiffs") filed a defamation suit in Florida state court against TCPI, Jack
Aronowitz and Robert Zelinka. Plaintiffs settled with TCPI in February 2001. On
July 27, 2001, Plaintiffs entered into a confidential settlement with Zelinka.
The claim against Aronowitz is still pending.

In 1999, the Company, Americare Biologicals, Inc., and Joseph P. D'Angelo
("Plaintiffs") filed a defamation lawsuit in Florida state court against Warren
Vitale. Plaintiffs' motion for summary judgment is currently pending.

In November 1999, the building in which the Company is a tenant sustained
substantial damage as a result of water leakage from a coffee machine that had
been installed and maintained by Perfect Choice Coffee, Inc. Some of the
Company's equipment and work in process was damaged and/or destroyed. The
landlord's insurance company went bankrupt and did not cover the losses. As a
result, the Company, landlord, and related entities jointly filed two separate
lawsuits against the underwriter (Jackson Agency, Inc.) and the coffee machine
company (Perfect Choice Coffee, Inc.) seeking to recover their losses.
Consolidated discovery is ongoing.

Henry B. Schur, a former employee of the Company, has filed an interference
claim with the U.S. Patent and Trademark Office alleging that he, not Dr.
D'Angelo, is the senior inventor of the technology covered by a pending patent
application relating to improvements to the Saliva Collector. In view of the
January 1999 court judgment that Schur misappropriated trade secrets relating to
the Company's Saliva Collector technology, and the written conditions of Schur's
employment with Americare Transtech, Inc. during the early to mid-1990s, the
Company believes that its exclusive ownership of the technology has been
established.


                                       8
<PAGE>
                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001

NOTE 3 - LITIGATION - CONTINUED

In 1999, Henry Schur filed suit against Americare Biologicals, Inc. claiming
entitlement to stock in that Company. The case was dismissed on statute of
limitations grounds, and Schur was afforded an opportunity to amend his
complaint.

In 1999, the Company and affiliated and related entities filed a professional
malpractice action against its former in-house accountant Robert Dodek, C.P.A.,
who worked for the Company and its affiliated and related entities during 1994
through 1998. This lawsuit relates to the failure by Mr. Dodek to prepare and
file tax returns and financial statements. Discovery is currently ongoing.

In the normal course of business, the Company is involved in various disputes,
claims and/or litigation. Given the current financial condition of the Company,
the resolution of any of the above-discussed matters against the Company by
judgment or the award of attorney's fees and costs could have a material adverse
impact on the consolidated financial statements.

NOTE 4 - ACCRUED INTEREST

In May 2000, the Company, as debtor, and its Subsidiary, as additional debtor,
entered into security agreements with the Company's President and majority
stockholder relating to loans and accrued expenses. In addition, the Company, as
debtor, and its Subsidiary, as additional debtor, entered into security
agreements with two of the related companies controlled by the President
relating to loans and accrued expenses.

The security agreements encumber essentially all assets of the Company and its
Subsidiary in the aggregate amount of $2.6 million and have been filed with the
Secretary of State of the State of Florida.

The security agreements purport to secure the payment of indebtedness evidence
by a promissory note or notes executed by the Company and its Subsidiary to the
secured parties.

In August 2001, the Board of Directors ratified the accrual of interest on these
promissory notes retroactive to 1996. Interest expense for the nine months ended
September 30, 2001 was $358,806.


                                       9
<PAGE>
                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001

NOTE 5 - RECENT PRONOUNCEMENTS

In 2001, Statement of Financial Accounting Standards (SFAS) No. 141 "Business
Combinations" and Statement of Financial Accounting Standards (SFAS) No. 142
"Goodwill and Other Intangible Assets" were issued. The Company was not involved
in a business merger or combination in 2001, therefore SFAS 141 has no impact on
these financial statements. The only intangible assets the Company owns are it
patents. SFAS 142 states, "An intangible asset with a finite useful life is
amortized; an intangible asset with an indefinite useful life is not amortized.
The Company is currently amortizing its patents over their useful and legal life
of 17.5 years.

                                       10
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


RESULTS OF OPERATION

THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

The Company has had no revenues from operations since inception. Our only income
has been from litigation settlements and collections of judgments.

As of September 30, 2001, the Company's current liabilities exceeded current
assets by $4,958,195. This fact, and the need for additional financing, creates
an uncertainty about the Company's ability to continue as a going concern. The
Company is currently developing a plan to finance its operations through the
sale of products, and the issuance of debt and/or equity securities. The ability
of the Company to continue as a going concern is dependent on the success of the
plan, the continued financial support of Dr. D'Angelo, his family, and related
entities, and the Company's ability in the future to generate revenues from the
marketing and sale of its technology, products or services.

There have been no significant research and development expenditures since 1999,
except for minimal research by Dr. D'Angelo that he financed with his personal
funds. The primary reason that there have been no Company research and
development expenses for the past few years is that there have not been
sufficient funds available to finance both the litigation in which the Company
has been involved and research and development. Management's focus during this
period has been on protecting the Company's intellectual property.

Operating expenses decreased from $423,165 to $335,942 for the three months
ended September 30, 2000 and 2001, respectively, due primarily to the reduction
of costs in connection with litigation which is in the process of being settled.
All of the Company's activities for the three months ended September 30, 2000
and 2001 were financed with loans from the Company's President, Dr. D'Angelo,
his family, and affiliated entities. Interest expense of $123,987 relating to
those and previous loans from related parties and accrued expenses due to
related parties accrued for the three months ended September 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2001, the Company had no cash reserves, and total assets
were $260,676. In addition, our total current liabilities as of September 30,
2001, were $4,959,089. This debt includes the demand notes totaling $2,600,000
plus interest, due and payable to Dr. D'Angelo, his family and affiliated
entities to secure loans and essentially all accrued expenses, totalling
$3,700,600, as reflected in the balance sheet as of September 30, 2001. Payment
of the notes can be demanded at any time at the discretion of the holder.



                                       11
<PAGE>

The Company has not been profitable, and has had negative cash flow from
operations in part due to substantial expenditures for litigation to protect its
intellectual property and proprietary technology. For the past several years,
this litigation has taken up the vast majority of management's time and energy.

Management's plan for the future is to focus on raising funds and obtaining
orders for the Company's Saliva HIV Test so that adequate management, technical,
and other personnel can be hired, and laboratory equipment and supplies
purchased for the Company to perform remaining research and development on its
products. Such funds would also enable the Company to pursue FDA approval of its
products and expand marketing efforts. These activities will require tens of
millions of dollars.


                                       12
<PAGE>

                                     Part II

Item 1:  Legal Proceedings:

The Corporation is involved in several pieces of litigation, which are set forth
below.

In 1995, Americare Biologicals, Inc., Joseph P. D'Angelo, Americare Transtech,
Inc., and International Medical Associates, Inc. (the "Plaintiffs") filed suit
in Florida state court (Broward County) against Technical Chemicals and
Products, Inc. ("TCPI") and its then chairman Jack Aronowitz, Simplex Medical
Systems, Inc. ("Simplex") and its then officers Henry B. Schur and Nicholas
Levandoski, and Analyte Diagnostics, Inc. ("Analyte"), claiming misappropriation
of trade secrets and interference with business relationships relating to the
Company's proprietary Saliva Collection System and HIV Saliva Test. On January
25, 1999, judgment was entered in favor of Plaintiffs against Schur, Levandoski,
TCPI, Aronowitz, Simplex and Analyte. On appeal, $4.3 Million of the $4.8
Million in damages awarded against Schur, Levandoski, Aronowitz and TCPI was
affirmed. Only the $500,000 judgment against Aronowitz was reversed. In December
2000, the appeal bond that had been posted by TCPI was ordered paid, and
Americare Biologicals, Inc. received $388,890. Nicholas Levandoski, against whom
Americare Biologicals, Inc. and Americare Transtech, Inc. had judgments totaling
$1,000,000, filed for Chapter 7 Bankruptcy protection in 2000. A settlement was
reached with the trustee of the Levandoski bankruptcy proceeding pursuant to
which Americare Biologicals, Inc. and Americare Transtech, Inc. will receive
from Levandoski a cash payment of $11,638 and 327,250 shares of stock in SMLX
Technologies, Inc. The Plaintiffs are currently attempting to collect the
$3,000,000 judgment against Schur from his former employer, Simplex, pursuant to
certain indemnification provisions in Simplex's Articles of Incorporation and
Bylaws. Of the $3 million judgment against Schur, $1 million each was awarded to
Americare Biologicals, Inc., Americare Transtech, Inc., and Dr. D'Angelo. Trial
in the collection action was held on August 3, 2001. By order dated September
10, 2001, the trial court ruled in favor of SMLX. The Plaintiffs have appealed
this ruling, and SMLX has moved for attorney's fees and costs. By order dated
September 5, 2001, the District Court of Appeal of the state of Florida Fourth
District reversed a lower court ruling denying Henry Schur's, Nicholas
Levandoski's, Analyte's and Simplex's motion to vacate the above-referenced
judgments against them. The appellate court, however, did not reverse the
judgments in the underlying action. Instead, the Court remanded the matter to
the lower court for reconsideration of the motion to vacate.

In 1997, Americare Diagnostics, Inc., Joseph P. D'Angelo, Americare Transtech,
Inc., and International Medical Associates, Inc., (the "Plaintiffs") filed suit
in federal court (Southern District of Florida) against TCPI and its then
chairman Jack Aronowitz, and Simplex and its then officers Henry B. Schur and
Nicholas Levandoski, claiming patent infringement and misappropriation of trade
secrets relating to the Company's patented biological fluids constituent
analysis system. A confidential settlement agreement was reached with TCPI on
February 3, 2001, which resolved all litigation between TCPI and the Plaintiffs.
TCPI, which filed a voluntary Chapter 11 bankruptcy petition on July 3, 2001,
still owes approximately $38,700 under the settlement agreement. The Company
settled with Simplex on June 26, 2001. On June 27, 2001, the District Court
issued an Order granting the Plaintiffs' motion for voluntary dismissal of their
patent infringement claims against Aronowitz and Schur. The basis for the
Plaintiffs' motion was that the infringement claims lacked sufficient economic
value to justify further prosecution. The district court also granted the
Plaintiffs' motion for voluntary dismissal without prejudice of their
misappropriation of trade secrets claims against Aronowitz and Schur. By order
dated August 17, 2001, the District Court granted Aronowitz's motion for
voluntary dismissal without prejudice of his patent misuse antitrust
counterclaim. Both Aronowitz and Schur have filed motions for attorney's fees
and costs against the Plaintiffs.

In 1997, Henry B. Schur filed suit against Dr. D'Angelo, Americare Transtech,
Inc., Americare Health Scan, Inc., Americare Biologicals, Inc., International
Medical Associates, Inc., and Americare Diagnostics, Inc. asserting claims



                                       13
<PAGE>

relating to the tape recording and use of a conversation Schur had with Dr.
D'Angelo on the street. Currently pending is a motion to dismiss filed by
certain Defendants. Trial was set for September 10, 2001, but had to be delayed
because Schur is currently incarcerated in federal prison.

TCPI and Aronowitz, in 1999, filed action in federal court (Southern District of
Florida) against the Company, Joseph P. D'Angelo, and Creative Connections,
Inc., claiming that Plaintiffs had engaged in false advertising in violation of
the Lanham Act, and common law defamation. All claims by TCPI have been
dismissed with prejudice pursuant to a February 2001 settlement. TCPI also
settled with Creative Connections, Inc. on or about April 2001. As part of that
settlement, TCPI was assigned a $28,281.29 judgment Creative Connections had
against the Company. TCPI then proceeded to offset the amount of that judgment
against the payments owed to the Company under the February 2001 settlement. By
order dated August 17, 2001, the District Court granted Aronowitz's motion for
voluntary dismissal without prejudice of his claims.

In 1999, the Company, Americare Biologicals, Inc., and Joseph P. D'Angelo
("Plaintiffs") filed a defamation suit in Florida state court against TCPI, Jack
Aronowitz and Robert Zelinka. Plaintiffs settled with TCPI in February 2001. On
July 27, 2001, Plaintiffs entered into a confidential settlement with Zelinka.
The claim against Aronowitz is still pending.

In 1999, the Company, Americare Biologicals, Inc., and Joseph P. D'Angelo
("Plaintiffs") filed a defamation lawsuit in Florida state court against Warren
Vitale. Plaintiffs' motion for summary judgment is currently pending.

In November 1999, the building in which the Company is a tenant sustained
substantial damage as a result of water leakage from a coffee machine that had
been installed and maintained by Perfect Choice Coffee, Inc. Some of the
Company's equipment and work in process was damaged and/or destroyed. The
landlord's insurance company went bankrupt and did not cover the losses. As a
result, the Company, landlord, and related entities jointly filed two separate
lawsuits against the underwriter (Jackson Agency, Inc.) and the coffee machine
company (Perfect Choice Coffee, Inc.) seeking to recover their losses.
Consolidated discovery is ongoing.

Henry B. Schur, a former employee of the Company, has filed an interference
claim with the U.S. Patent and Trademark Office alleging that he, not Dr.
D'Angelo, is the senior inventor of the technology covered by a pending patent
application relating to improvements to the Saliva Collector. In view of the
January 1999 court judgment that Schur misappropriated trade secrets relating to
the Company's Saliva Collector technology, and the written conditions of Schur's
employment with Americare Transtech, Inc. during the early to mid-1990s, the
Company believes that its exclusive ownership of the technology has been
established.

In 1999, Henry Schur filed suit against Americare Biologicals, Inc. claiming
entitlement to stock in that Company. The case was dismissed on statute of
limitations grounds, and Schur was afforded an opportunity to amend his
complaint.

In 1999, the Company and affiliated and related entities filed a professional
malpractice action against its former in-house accountant Robert Dodek, C.P.A.,
who worked for the Company and its affiliated and related entities during 1994
through 1998. This lawsuit relates to the failure by Mr. Dodek to prepare and
file tax returns and financial statements. Discovery is currently ongoing.

In the normal course of business, the Company is involved in various disputes,
claims and/or litigation. Given the current financial condition of the Company,
the resolution of any of the above-discussed matters against the Company by
judgment or the award of attorney's fees and costs could have a material adverse
impact on the consolidated financial statements.

An Amended Registration Statement on Form 10-SB under Section 12(g) of the
Securities and Exchange Act of 1934 was filed on ____________.

Item 2:  Changes in Securities:

                  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




                                       14
<PAGE>

Item 6:  Exhibits & Reports:

                  See documents related to the Registration Statement Form 10-SB
                  which was filed on ___________. The Form 10-SB was filed
                  incorrectly under Section 12(b) of the Exchange Act. We are in
                  the process of filing the correct Form pursuant to Section
                  12(g) of the Exchange Act.

                                    SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: November 26, 2001                             /s/ Dr. Joseph P. D'Angelo
                                                     --------------------------
                                                     Dr. Joseph P. D'Angelo
                                                     President




                                       15