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

                                   FORM 10Q-SB

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

                  FOR THE QUARTERLY PERIOD ENDED March 31, 2002

                                       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 [X]       NO [ ]

         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 April 30, 2002
-----------------------------                 --------------------------------
Common Stock $ .001 par value                            14,765,148


<PAGE>
                         PART I: FINANCIAL INFORMATION


ITEM 1: FINANCIAL STATEMENTS


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

               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 AND THE PERIOD
   FROM FEBRUARY 3, 1994 (DATE OF INCEPTION) TO MARCH 31, 2002

                                    CONTENTS

CONSOLIDATED BALANCE SHEETS (UNAUDITED) ...............................  1


CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) .....................  2


CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY (DEFICIT)(UNAUDITED) .............................  3


CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) .....................  4


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ............................  5-9


<PAGE>



                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                      March 31, 2002 and December, 31, 2001


<TABLE>
<CAPTION>

                                                                March 31,       December 31,
                                                                 2002              2001
                                                              -----------       -----------
<S>                                                           <C>               <C>

                                   A S S E T S

CURRENT ASSETS
      Cash .............................................      $    53,244       $    33,419
      Prepaid expenses .................................           68,750                --
                                                              -----------       -----------
          TOTAL CURRENT ASSETS .........................          121,994            33,419
                                                              -----------       -----------
PROPERTY AND EQUIPMENT, NET OF DEPRECIATION ............          111,122           113,507
                                                              -----------       -----------

OTHER ASSETS
      Investments ......................................              615               615
      Patents, net of amortization .....................          127,097           129,251
                                                              -----------       -----------
          TOTAL OTHER ASSETS ...........................          127,712           129,866
                                                              -----------       -----------
          TOTAL ASSETS .................................      $   360,828       $   276,792
                                                              ===========       ===========

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
      Accounts payable .................................      $   140,965       $    64,573
      Accrued officer's compensation ...................        1,196,000         1,144,000
      Accrued expenses .................................        1,589,249         1,527,350
      Notes payable - stockholders .....................          448,096           431,127
      Notes payable - related parties ..................          702,606           710,622
      Convertible notes payable ........................          260,260           147,260
      Accrued interest - stockholder & related parties .        1,299,714         1,198,749
      Accrued interest - other .........................            6,283             1,221
                                                              -----------       -----------
          TOTAL CURRENT LIABILITIES ....................        5,643,173         5,224,902
                                                              -----------       -----------

CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
      Common stock, par value $.001 per share;
          50,000,000 shares authorized; 14,765,148
          shares issued and outstanding in 2002 and 2001           14,765            14,765
      Additional paid-in capital .......................        1,355,218         1,355,218
      Deficit accumulated during the development stage .       (6,652,328)       (6,318,093)
                                                              -----------       -----------
          TOTAL STOCKHOLDERS' EQUITY (DEFICIT) .........       (5,282,345)       (4,948,110)
                                                              -----------       -----------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...      $   360,828       $   276,792
                                                              ===========       ===========

</TABLE>

                             See accompanying notes.


                                       1
<PAGE>


                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               For the Three Months Ended March 31, 2002 and 2001
   and the Period from February 3, 1994 (Date of Inception) to March 31, 2002

<TABLE>
<CAPTION>

                                            March 31,          March 31,         Inception
                                               2002              2001              to 2002
                                           ------------       ------------       -----------
<S>                                        <C>                <C>                <C>
SALES ...............................      $          0       $          0       $         0
                                           ------------       ------------       -----------
OPERATING EXPENSES:
     Advertising ....................                 0                  0            13,071
     Bank fees ......................               184                 28             9,291
     Contract Labor .................             5,840              6,430            71,134
     Depreciation & amortization ....            10,289             10,730           134,520
     Dues & subscriptions ...........                 0                  0             3,911
     Insurance ......................             2,907              4,622            29,112
     Interest expense ...............           106,027             91,343         1,306,519
     Legal & accounting .............            42,089             61,174           822,536
     Licenses & taxes ...............             1,254                280            58,136
     Management fees ................            12,962             12,719           346,719
     Meals & entertainment ..........               846                  0             5,238
     Office expense .................             1,653              1,747            31,840
     Officer's compensation .........            52,000             52,000         1,196,000
     Payroll taxes ..................             1,687              3,785            27,269
     Professional fees ..............             6,840                  0           144,337
     Rent - dormant production areas             40,909             40,909           529,323
     Rent - office space ............             9,585              9,585           235,845
     Rent - warehouses ..............             9,177              9,197           247,436
     Salaries .......................            20,260             45,894           322,904
     Telephone & utilities ..........             2,469                549            69,862
     Travel .........................             3,133                756            79,069
     Research and development costs .                 0                  0         1,086,783
     Other expenses .................             4,124              1,005            54,419
                                           ------------       ------------       -----------
     TOTAL OPERATING EXPENSES .......           334,235            352,753         6,825,274
                                           ------------       ------------       -----------
        OPERATING LOSS ..............          (334,235)          (352,753)       (6,825,274)

OTHER INCOME (EXPENSE)
     Litigation - settlement proceeds                 0             45,000           459,143
     Loss from investments ..........                 0                  0            (5,386)
     Loss from flood ................                 0                  0          (274,694)
     Loss on disposal of fixed asset                  0                  0            (6,117)
                                           ------------       ------------       -----------
                                                      0             45,000           172,946

        LOSS BEFORE INCOME TAXES ....          (334,235)          (307,753)       (6,652,328)

INCOME TAX EXPENSE (BENEFIT) ........                 0                  0                 0
                                           ------------       ------------       -----------
        NET LOSS ....................      $   (334,235)      $   (307,753)      $(6,652,328)
                                           ============       ============       ===========
NET LOSS PER SHARE ..................             (0.02)             (0.02)
                                                              ============


WEIGHTED AVERAGE NUMBER OF SHARES
     OUTSTANDING: ...................        14,765,148         14,765,148
                                                              ============
</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 Three Months Ended March 31, 2002 and 2001
   and the Period from February 3, 1994 (Date of Inception) to March 31, 2002


<TABLE>
<CAPTION>

                                              COMMON STOCK AND CAPITAL
                                               IN EXCESS OF PAR VALUE
                                             --------------------------      DEFICIT
                                               SHARES          AMOUNT       ACCUMULATED           TOTAL
                                             ----------      ----------    -------------       -----------
<S>                                              <C>         <C>             <C>               <C>
INCEPTION, FEBRUARY 3, 1994 ...........          50,000      $    5,800      $        --       $     5,800
    Net Loss (Inception to
       December 31, 1995) .............              --              --          (98,832)          (98,832)
                                             ----------      ----------      -----------       -----------
BALANCES AT DECEMBER 31, 1995 .........          50,000           5,800          (98,832)          (93,032)
    Stock Split (116 to 1) ............       5,750,000              --               --                --
    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               --         1,266,058
    Issuance of common shares
       regarding merger with Environ-
       mental Digital Systems, Inc. ...         370,370              --               --                --
    Net Loss ..........................              --              --         (765,181)         (765,181)
                                             ----------      ----------      -----------       -----------
BALANCES AT DECEMBER 31, 1996 .........      12,712,170       1,271,858         (864,013)          407,845
    Issuance of common shares
       for services rendered ..........           5,000          16,250               --            16,250
       (based on value of services)
    Net Loss ..........................              --              --         (785,509)         (785,509)
                                             ----------      ----------      -----------       -----------
BALANCES AT DECEMBER 31, 1997 .........      12,717,170       1,288,108       (1,649,522)         (361,414)
    Issuance of common shares
       to acquire 25% interest in
       Americare Diagnostics, Inc. ....
       and Americare International
       Diagnostics, Inc. ..............       2,000,000           2,000               --             2,000
       (based on book value of
       affiliated companies)
    Net Loss ..........................              --              --         (846,859)         (846,859)
                                             ----------      ----------      -----------       -----------
BALANCES AT DECEMBER 31, 1998 .........      14,717,170       1,290,108       (2,496,381)       (1,206,273)
    Issuance of common shares for
       for private placement ..........          30,000          50,000               --            50,000
    Issuance of common shares for
       services rendered
       (based on value of services) ...          12,278          23,264               --            23,264
    Issuance of common shares for cor-
       porate counsel and director fees           2,500           4,275               --             4,275
       (based on trading activity
       at time of issuance)
    Net Loss ..........................              --              --       (1,471,031)       (1,471,031)
                                             ----------      ----------      -----------       -----------
BALANCES AT DECEMBER 31, 1999 .........      14,761,948       1,367,647       (3,967,412)       (2,599,765)
    Issuance of common shares
       for director fees
       (based on trading activity
       at time of issuance) ...........           3,200           2,336               --             2,336
    Net Loss ..........................              --              --       (1,123,574)       (1,123,574)
                                             ----------      ----------      -----------       -----------
BALANCES AT DECEMBER 31, 2000 .........      14,765,148      $1,369,983       (5,090,986)       (3,721,003)
    Net Loss ..........................              --              --       (1,227,107)       (1,227,107)
                                             ----------      ----------      -----------       -----------
BALANCES AT DECEMBER 31, 2001 .........      14,765,148      $1,369,983      $(6,318,093)      $(4,948,110)
    Net Loss ..........................              --              --         (334,235)         (334,235)
                                             ----------      ----------      -----------       -----------
BALANCES AT MARCH 31, 2002 ............      14,765,148      $1,369,983      $(6,652,328)      $(5,282,345)
                                             ==========      ==========      ===========       ===========
</TABLE>


                             See accompanying notes.


                                       3
<PAGE>


                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Three Months Ended March 31, 2002 and 2001
   and the Period from February 3, 1994 (Date of Inception) to March 31, 2002

<TABLE>
<CAPTION>

                                                      March 31,       March 31,       Inception
                                                        2002            2001           To 2002
                                                     ---------       ---------       -----------
<S>                                                  <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss .................................      $(334,235)      $(307,753)      $(6,652,328)
     Adjustments to reconcile net loss to net
     cash used in operating activities:
        Depreciation and amortization .........         10,289          10,730           377,734
        Undepreciated cost of equipment
           destroyed in flood .................              0               0           274,694
        Loss on disposal of fixed asset .......              0               0             6,117
        Changes in assets and liabilities:
           Prepaid expenses ...................        (68,750)              0           (68,750)
           Accounts payable ...................         76,392           1,550           140,965
           Accrued officer's compensation .....         52,000          52,000         1,196,000
           Accrued expenses ...................         61,899          58,560         1,589,249
           Accrued interest - stockholder &
                related parties ...............        100,965          91,343         1,299,714
           Accrued interest - other ...........          5,062               0             6,283
                                                     ---------       ---------       -----------
     Net cash used in operating activities ....        (96,378)        (93,570)       (1,830,322)
                                                     ---------       ---------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Amounts loaned to related entities .......              0               0          (147,646)
     Collections of loans receivable ..........              0               0           117,165
     Purchase of investment ...................              0               0            (6,000)
     Loss from investment .....................              0               0             5,386
     Purchase of property and equipment .......         (5,750)              0          (746,120)
     Payment for patents ......................              0               0          (150,793)
                                                     ---------       ---------       -----------
     Net cash provided by (used in)
        investing activities ..................         (5,750)              0          (928,008)
                                                     ---------       ---------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Increase in cash overdraft ...............              0           8,929                 0
     Proceeds from stockholder notes ..........         21,979               0           448,106
     Proceeds from related party notes ........            252          84,641           779,725
     Proceeds from convertible notes ..........        108,000               0           260,260
     Note repayments-related parties ..........         (8,278)              0           (46,500)
     Proceeds from the issuance of common stock              0               0         1,369,983
                                                     ---------       ---------       -----------
     Net cash provided by financing
        activities ............................        121,953          93,570         2,811,574
                                                     ---------       ---------       -----------
NET INCREASE (DECREASE) IN CASH ...............         19,825               0            53,244

CASH AND EQUIVALENTS, BEGINNING ...............         33,419               0                 0
                                                     ---------       ---------       -----------
CASH AND EQUIVALENTS, ENDING ..................      $  53,244       $       0       $    53,244
                                                     =========       =========       ===========

</TABLE>


                             See accompanying notes.


                                       4
<PAGE>

                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

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, 2001.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, the Company incurred a net
loss of $334,235 for the three months ended March 31, 2002, and as of that date,
current liabilities exceeded current assets by $5,521,179 and its total
liabilities exceeded its total assets by $5,283,345. 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 - RECENT PRONOUNCEMENT

During 2002, the Company implemented Statement of Financial Accounting Standards
(SFAS) No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets"
which supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of". The Company does not expect
the adoption of this statement to have a material impact on its financial
statements.


                                       5
<PAGE>

                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE 4 - 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 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. The Plaintiffs
are currently attempting to collect the $3,000,000 judgment against Schur. Of
the $3 million judgment against Schur, $1 million each was awarded to Americare
Biologicals, Inc., Americare Transtech, Inc., and Dr. D'Angelo. Mr. Schur and
Mr. Levandoski are currently incarcerated, making collection difficult.

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.


                                       6
<PAGE>

                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE 4 - LITIGATION - CONTINUED

TCPI, which filed a voluntary Chapter 11 bankruptcy petition
on July 3, 2001 (subsequently converted to Chapter 7), still owes approximately
$38,700 under the settlement agreement. The Company settled with Simplex on June
26, 2001. The Company has filed a proof of claim as a creditor in the bankruptcy
proceedings, which it is closely monitoring.

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 the case is not moving forward due to the
incarceration of Mr. Schur.

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 were dismissed
pursuant to a settlement agreement in February 2001. On August 2, 2001, Mr.
Aronowitz filed a voluntary dismissal without prejudice of his Lanham Act and
defamation claims and the company is in the process of determining whether to
seek attorney's fees and costs from Aronowitz.

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 Court granted the Companies Mortion to Strike and Enter Default against Mr.
Aronowitz. A hearing on the issue of damages is set for April 24, 2002.

In 1999, the Company, Americare Biologicals, Inc., and Joseph P. D'Angelo
("Plaintiffs") filed a defamation lawsuit in Florida state court against Warren
Vitale. The Plaintiff is currently conducting discovery and hopes to have its
Motion for Summary Judgment heard after further discovery is taken.


                                       7
<PAGE>

                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE 4 - LITIGATION - CONTINUED

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, its 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 and this matter is currently not set for
trial.

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 principal inventor of the Company's Saliva Collection System.
In view of the January 1999 court judgment that Schur misappropriated trade
secrets relating to the Company's Saliva Collection System, and Schur's
assignment of all rights, title or interest in the Saliva Collection System to
Americare Transtech, Inc., the Company believes that its exclusive ownership of
the technology has been established.

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.


                                       8
<PAGE>

                   AMERICARE HEALTH SCAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE 5 - SUBSEQUENT EVENT

On February 28, 2002, the Company's stockholders approved a Plan of Merger under
which Americare Technologies, Inc., Amerciare International Diagnostics, Inc.
and Americare Diagnostics, Inc. will merge with Americare Health Scan, Inc.,
which will be the surviving corporation. The stockholders of all three merging
corporations have also approved the plan. Under the terms of the Plan of Merger,
the stockholders of each corporation will receive a proportionate share of two
million shares of the common stock of Americare Health Scan, Inc. in exchange
for 100% of their shares of the merging corporation. The Plan of Merger is
expected to be implemented sometime in 2002.









                                       9
<PAGE>
           ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATION

THREE MONTHS ENDED MARCH 31, 2002 AND 2001

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

As of March 31, 2002, the Company's current liabilities exceeded current assets
by $5,521,179. 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 other individuals 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 $352,753 to $334,235 for the three months
ended March 31, 2001 and 2002, 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 March 31, 2001 and
2002 were financed with loans from the Company's President, Dr. D'Angelo, his
family, and affiliated entities and other individuals. Interest expense of
$106,027, relating to those and previous loans from related parties and other
individuals and accrued expenses payable to related parties, accrued for the
three months ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2002, the Company had no cash reserves, and total assets were
$360,828. In addition, our total current liabilities as of March 31, 2002 were
$5,643,173. This debt includes the demand notes totaling $2,600,000 plus



                                       10
<PAGE>

interest, due and payable to Dr. D'Angelo, his family and affiliated entities to
secure loans and essentially all accrued expenses, totalling $3,935,951, as
reflected in the balance sheet as of March 31, 2002. Payment of the notes can be
demanded at any time at the discretion of the holder.

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.


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<PAGE>

                           PART II: OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS:

The Corporation is involved in several pieces of litigation, which are set forth
in the Corporation's Form 10KSB. There have been no material developments in the
litigation the Corporation is involved in and there has been no new litigation
filed during this quarter.

The corporation's annual report on Form 10-KSB under Section 13 of the
Securities and Exchange Act of 1934 was filed on April 10, 2002.

ITEM 2:  CHANGES IN SECURITIES:

The Company has a total of 14,765,148 shares of common stock currently issued
and outstanding, and 12,288,476 of those shares are restricted. As a result of
the merger discussed in item 4, there will be approximately 900 shareholders of
record of the Company's common stock, and approximately 18,765,148 outstanding
shares of common stock currently issued and, of those shares approximately
16,148,476 are restricted.

ITEM 3:  DEFAULTS UPON SENIOR SECURITIES:

                  None

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

On February 28, 2002, the Company submitted to its security holders to vote on
the merger of Americare Diagnostics, Inc., Americare International Diagnostics,
Inc., and Americare Biologicals, Inc. into AMIT. The security holders approved
the Plan of Merger and AMIT is currently in the process of finalizing the
merger. The Company also submitted to its security holder to a vote on the
election of the Board of Directors. The following Directors were elected
pursuant to the vote of the security holders: Joseph P. D'Angelo, D.D.S.,Joel P.
Kallan, M.D., Horace Seidel, M.D., Eugene L. Foltuz, Heywood Broad, David Maya,
Bruce Greenberg, Samuel L. Mallis and Abraham Schaefer, M.S.B.

ITEM 5:  OTHER INFORMATION:

                  None

ITEM 6:  EXHIBITS & REPORTS:

                  None

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<PAGE>


                                    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: May 20, 2002                             /s/ Dr. Joseph D'Angelo
                                                ------------------------------
                                                Dr. Joseph P. D'Angelo
                                                President



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