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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                 FORM 10 - KSB

( )  ANNUAL REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT  OF
     1934  (FEE REQUIRED)

For the fiscal year ended  February 28, 1997
                          -------------------

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934  (NO FEE REQUIRED)

For the transition period from                        to                     .
                               ---------------------     --------------------
                               ---------------------     --------------------

Commission file number   0-21781
                       --------------------------------------------------------

                                 SERACARE, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its charter)

               Delaware                                95-4343492
---------------------------------                 ---------------------
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

1925 Century Park East, Suite 1970
Los Angeles, California                                   90067
-----------------------------------                    -----------
(Address of principal executive offices)               (Zip Code)

Issuer's telephone number:  (310) 772-7777
                            --------------

Securities  registered under Section 12(b) of the Exchange Act:    NONE

Securities to be registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 Par Value
                          -----------------------------
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. ( X ) Yes     (   ) No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III  of this Form 10-
KSB or any amendment to this Form 10-KSB.  (   )

The issuer's revenue for its fiscal year ended February 28, 1997 was
$6,661,679.

As of  May 14,1997  the aggregate market value of the issuers voting shares held
by non-affiliates was  approximately  $9,724,410 based on the last price per
share of such common stock at which the stock was sold on such date as reported
by the NASDAQ  Stock Market's Bulletin Board.

As of May 14, 1997, the issuer had  3,990,623 shares of  its common stock, $.001
par value issued and outstanding.

Transitional Small Business Disclosure Format  Yes    No X
                                                  ---   ---

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                                     PART I
ITEM 1.   BUSINESS

CAUTIONARY  NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information contained herein, the statements in this
report (including without limitation, statements indicating that the Company
"expects," "estimates," "anticipates," or "believes" and all other statements
concerning future financial results, product offerings or other events that have
not yet occurred) are forward-looking statements that are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995,
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended.  Forward-looking statements involve
known and unknown factors, risks and uncertainties which may the Company's
actual results in future periods to differ materially from forecasted results.
Those factors, risks and uncertainties include, but are not limited to: the
positioning of the Company's products in the Company's market segment; the
Company's ability to effectively manage its various businesses in a rapidly
changing environment; new competition for donors and customers; the inability of
the Company to obtain FDA approval of newly established centers; and the
introduction of synthetic products which could eliminate the need for plasma
products.

DESCRIPTION OF THE BUSINESS

SeraCare, Inc. ("SeraCare" or the "Company") was incorporated under the laws of
the State of Delaware in 1991 and changed its name from American Blood
Institute, Inc. to SeraCare, Inc. effective February 6, 1996.  The Company's
principal business and executive offices are at 1925 Century Park East, Suite
1970, Los Angeles, California 90967, telephone (310) 772-7777.

THE FILING UNDER CHAPTER 11 OF THE BANKRUPTCY CODE AND THE RESTRUCTURING PLAN.
Prior to October 1993, SeraCare, Inc. (the "Company") was named American Blood
Institute, Inc. and was engaged in the business of  whole blood collection and
distribution on a "for profit" basis.  As such, the company was in direct
competition with the American Red Cross. After significant and accelerating
losses, an in-depth analysis of the business was done  and a plan was formulated
to restructure the company as a "Plasma Collection" company through the
acquisition of AVRE, Inc. and Binary Associates, Inc. Accordingly, meetings were
held with the major secured creditor who voiced support for the plan and
provided the necessary financing  and on October 4, 1993 the Company acquired
AVRE, Inc. and Binary Associates, Inc. which owned and operated six plasma
collection centers. Before implementing the balance of the restructuring plan
for the Company, management again met with the secured  creditor and obtained
their verbal  support and cooperation to proceed with the discontinuation of the
whole blood collection operations and the restructuring of the Company's
financial obligations. The secured lender encouraged the Company to hold a
meeting of the unsecured creditors to discuss the background of the Company's
financial troubles and to establish their support for an "Out-of-Court"
restructuring.  Such a meeting was held in conjunction with the National Credit
Managers Association in early December 1993. After much discussion, the
unsecured creditors voiced unanimous support for an Out-of-Court restructuring
of the Company's financial obligations. Very shortly thereafter, the Secured
Lender called a default and attempted to foreclose on the six plasma collection
centers on the basis that the Company had held a general meeting of creditors
which was an event of default under the terms of their loan.  At the time, the
Company was current in their payments to

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the secured lender.  Consequently the Company filed for protection under Chapter
11 of the Bankruptcy Code on January 7, 1994 in order to stay the foreclosure
process of the secured lender.

During the initial stages of the Bankruptcy, the Company implemented the
restructuring plan which had been previously defined and which  encompassed the
following actions:

-    increased income by renegotiating all plasma sales contracts.

-    developed marketing strategies including demographic studies and donor
     pricing analyses for each of its six plasma centers.

-    reduced costs by reorganizing the management structure of the Company and
     closing the regional offices including laying off of regional managers and
     other administrative personnel.  Also replaced three of the six center
     managers because of performance related issues.

-    applied for and obtained Quality Plasma Program Certification from the
     American Blood Resources Association for all six  centers.

-    establish strategies, policies and procedures in order to compete in the
     rapidly changing plasma industry with increasing FDA requirements, emerging
     QPP standards which required expanded testing and  restrictions on  donor
     qualifications.  Focused on a rapidly expanding demand for plasma both
     within and outside the United States.


With the initial operating strategies having been implemented while under the
protective wing of the Federal Bankruptcy Code and the Company reflecting
profitability, the Company then developed a plan for emerging from Bankruptcy.
The basic structure of the plan was as follows:

A.   Priority Claims (taxes and wages) would be paid in full on the effective
     date of the plan.

B.   The Secured Creditor would receive $625,000 in cash on the effective date
     of the plan and a note for $1,150,000 with interest payable monthly at 14%
     and principal payable quarterly.

C.   Unsecured creditors totaling approximately  $2.0 million would receive a
     maximum of  $.10 for each claim dollar with a limit of $200,000 for such
     distribution and 10,000 shares of common stock in the reorganized company.

D.   Unsecured Note Holders totaling approximately  $450,000 would receive
     105,275 shares of the Company's common stock in full satisfaction of their
     claims.

E.   The pre-petition preferred and common equity interests of the Company would
     be canceled.  A new capital structure would be established in conjunction
     with a proposed private placement which would provide the financing for the
     plan.

The proposed plan was approved by the creditors and financing of $1.2 million
was obtained via  a private placement.  On January 24, 1996 the plan was
approved and entered by the Federal Bankruptcy Court and became effective on
February 6, 1996.

PRINCIPAL BUSINESS OPERATIONS  The Company's principal business is collecting
and selling source and hyperimmune plasma to manufacturers of pharmaceutical and
diagnostic products


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(called Fractionators).  During the fiscal year ended February 28, 1997, the
Company collected and sold two hyperimmune plasmas, Cytomegalovirus Antibody
Plasma (CMV) and Tetanus Antibody Plasma.  Of the Company's total volume of
plasma, about 87% consisted of Source Plasma and approximately 13% represented
hyperimmune plasma.  The Company's customers process plasma into such products
as gamma globulin (used to provide passive immunity for infectious diseases such
as hepatitis B, tetanus and rabies), the Antihemophilic factor (used to treat
hemophiliac victims), normal serum albumin (used for shock, trauma and burn
victims), diagnostic test kits for hepatitis and allergies, and blood bank
typing reagents.

The process of collecting plasma is called Plasmapheresis, which consists of
drawing whole blood from a donor; centrifuge separation of the whole blood into
its components; removal of the plasma component; and returning of the red blood
cells to the donor; all in the same process.  Because the red blood cells are
returned to the donor, it is possible to donate plasma more frequently than
whole blood.  Pursuant to FDA rules, a donor can donate plasma up to twice per
week or 104 times per year.

The Company currently sells all of the source plasma it collects to
fractionators under two or three year contracts which allow for annual pricing
adjustments.  The fractionators process the plasma into therapeutic products
which are then sold for distribution to the end users of the products.  None of
the source plasma collected by the Company is sold or  administered to an end
user without being processed by a fractionator.

CURRENT OPERATIONS.   The business of the Company is currently conducted through
its four wholly-owned subsidiaries: AVRE, Inc., a Nevada corporation, Binary
Associates, Inc., a Colorado corporation, BHM, Inc., an Arkansas corporation,
and SeraCare Acquisitions, Inc., a Nevada corporation. On July 2, 1996, the
Company acquired the operating assets and licenses of Silver State Plasma Center
in Las Vegas, Nevada from Nations Biologics in an asset purchase. Effective
November 1, 1996, Silver State Plasma Center was merged into the Company's Los
Vegas collection center. On July 9, 1996 the Company acquired BHM Labs, Inc.,
which owns and operates a plasma collection center in Ft. Smith, Arkansas.
Effective September 2, 1996, the Company completed the acquisition of two
initial stage plasma collection centers in Clearfield, Utah and Raleigh, North
Carolina. The Clearfield, Utah collection center opened on November 19, 1996
under a Reference Number from the FDA and has subsequently received approval of
its license application, but QPP Certification is still pending. The Raleigh,
North Carolina collection center opened on December 17, 1996 under a Reference
Number from the FDA and approval of its license application is still pending.
QPP Certification is not requested regarding newly established centers until the
FDA license application has been approved.   The Company has also opened new
centers in Macon, Georgia, which opened on December 18, 1996; Pasco, Washington,
which opened on April 1, 1997; and Toledo, Ohio, which opened on May 1, 1997.
Each of these collection centers is operating under a Reference Number from the
FDA pending approval of its license application. Collection centers which have
not received FDA approval of its license application are allowed to operate
under a Reference Number and process donors in order to develop sufficient
training and records for review by FDA inspectors to establish the locations
ability to comply with FDA Regulations.  Such centers are however,  precluded
from selling any of the collected plasma until final approval of its license
application.  Historically, it has taken approximately twelve to eighteen months
from date of filing to obtain final FDA approval. The Company's customers
require both an FDA license and QPP Certification under all current contracts.
QPP Certification for such centers is requested when the FDA license application
has been approved and takes approximately six to eight weeks.


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As of  May 1, 1997, the Company had twelve plasma centers in operation: one in
Las Vegas, Nevada; two (2) in Colorado Springs, Colorado; one in Clarkesville,
Tennessee; one in Phoenix, Arizona; one in Pueblo, Colorado; one in Ft. Smith,
Arkansas; one in Clearfield, Utah; one in Raleigh, North Carolina; one in Pasco,
Washington; one in Toledo, Ohio;  and one plasma center in Macon, Georgia. As of
May 1, 1997, such centers were collecting plasma at an annualized rate of about
191,000 liters.

The Company is just beginning the construction phase for a plasma center which
is expected to open about September 1, 1997 in Savanah, Georgia.  In addition,
the Company is currently in the final stages of lease negotiations in two other
cities.

The Company's common stock was approved for quotation on The NASDAQ Stock
Market's Bulletin Board in May 1996 and is currently traded under the symbol
"SERC".

The plasma centers are operating under the tradename "SeraCare" which is
registered with the United States  Patent and Trademark Office.

CUSTOMERS

During the fiscal year ended February 28, 1997 about eighty three percent of
plasma revenue was from sales to Alpha Therapeutic, a subsidiary of Green Cross
Corporation of Japan ("Alpha").  Seven of the Company's current operations were
committed  to Alpha as of February 28, 1997.  Each location has its own contract
which is independent of the other contracts in terms, pricing, billing practices
and enforcement. Accordingly, no single contract is deemed to be one upon which
the Company is materially dependent.   In addition, there was one contract
covering the sale of CMV plasma (approximately thirteen percent of overall
revenue).  The current contracts with Alpha Therapeutic expire and are renewable
on various dates beginning in May 1997 through October 1998. Terms are fob
plasma center with Alpha paying for all shipping, softgoods and testing.
Payment terms are generally net 10 days.

During the fiscal year ended February 28, 1997 about thirteen percent of  plasma
revenue was from sales to DCI Management Group, Inc.  Such sales were from six
of the Company's current operations under a long-term agreement for CMV plasma.

In addition, there is a very active "Spot Market" for plasma via which the
Company could sell excess plasma should any of their location contracts not be
renewed.  Prices for "Spot Market" plasma vary, but generally run ten to fifteen
percent higher than the Company's current contract pricing.

Newly opening centers including Clearfield, Utah; Raleigh, NC; Toledo, Ohio;
Macon, Georgia; and Pasco, Washington have been contractually committed to North
American Biologics, Inc. contingent upon final approval of the FDA license
applications and QPP certifications for those centers.

Most of the plasma which the Company  sells to its customers is sold under long-
term contracts and relationships which once established continue to be renewed.
The plasma collected by the Company is generally used in the manufacture of
therapeutic products to treat certain diseases. Several companies are attempting
to develop and market products to treat these diseases based upon technology
which would lessen or eliminate the need for human blood plasma. Such products,
if successfully developed and marketed, could adversely affect the demand for
plasma. Products utilizing technology developed to date have not yet proven as
cost-effective or as marketable to healthcare providers as products based on
human blood plasma. However, there


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can be no assurances that such technology will not ultimately become
economically viable and cause a severe adverse impact upon the Company and the
plasma industry as a whole.

COMPETITION
The Company competes for donors with pharmaceutical companies which collect
plasma for their own use,  several other commercial plasma collection companies,
and non-profit organizations, such as the American Red Cross and community blood
banks, which solicit the donation of whole blood. A number of these competitors
have access to greater financial, marketing and other resources than the
Company.  If the Company is unable to maintain and expand its donor base, its
business and future prospects will be adversely affected.

TRADEMARKS
The Company's plasma collection centers are operated under the tradename
"SeraCare" which is registered with the United States  Patent and Trademark
Office.

REGULATORY ISSUES
The plasma collection and derivative industry is one of the most heavily
regulated in the United States.  Federal, state and local regulations are
designed to protect the health of the donors as well as the integrity of the
products.  The Food and Drug Administration (the "FDA") administers the federal
regulations across the country.  Failure to comply with FDA regulations, or
state and local regulations, may result in the forced closure of a collection
center or monetary fines or both, depending upon the issues involved. The
Company is also subject to regulation  by Occupational Safety and Health
Administration ("OSHA").  The following summarizes the nature of these
regulations:

FEDERAL GOVERNMENT

     FOOD AND DRUG ADMINISTRATION:

     The Food and Drug Administration has extensive regulations pertaining to
     the collection, storage and transport of human SOURCE PLASMA. These
     regulations are found in the Code of Federal Regulations 21: Parts 207,
     211, 606 and 640.

     Part 207 requires the operators of blood and blood products establishments
     to register and list their products with the Center for Biologics
     Evaluation and Research ("CBER"), FDA. Part 211, Subparts B and C regulate
     the quality control personnel and facilities as well as the overall
     facilities themselves.

     Part 606 relates to the qualifications of the center personnel, both
     medical and technical as well as the plant or center facilities and
     buildings. Part 640, Subpart G titled Source Plasma is a comprehensive set
     of regulations covering virtually every aspect of a plasma center
     operation. These include but are not limited to:

               informed consent,
               medical supervision,
               donor suitability,
               collection of blood for source plasma,
               plasmapheresis (the actual procedure of collecting plasma),
               required laboratory tests,
               processing of plasma,


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               general requirements,
               labeling of containers,
               manufacturing responsibility,
               records,
               reporting of donor reactions,
               modification of source plasma and
               shipping and storage of plasma.

     In addition to the Code of Federal Regulations, the FDA regularly releases
     various guidelines to which all registered blood establishments are
     expected to comply.

     To ensure compliance, the FDA, through their various regional offices,
     conduct unannounced inspections of all plasma and blood centers. These
     inspections are usually annual and the results are kept on record at CBER,
     FDA. The inspectors generally examine records, equipment, facilities,
     review the training documents for personnel, review the physical
     examination procedures and observe the various procedures being
     accomplished. These inspections typically last from two to five days and
     may involve more than one inspector. The observations of an inspector are
     recorded on a Form 483, a copy of which is given to the local manager.
     These observations must be responded to within a two week period, detailing
     what, if any, actions have been taken to correct the observation. The
     regional office generally makes a determination together with CBER as to
     whether these responses properly address the issues. If the observations
     were considered serious enough; or, if the answers were not considered
     adequate, CBER will issue a REGULATORY LETTER. This is considered a "red
     flag" in the industry and if not responded to in a timely and appropriate
     manner, can result in CBER taking further action, including actually
     closing the center.

     The FDA, through the Federal Register, frequently prints any actions taken
     against a blood bank or plasma center as a result of compliance problems.
     These are easily obtained either by contacting the FDA directly or on the
     FDA world wide web page "www. fda.com".  At this time, the Company has no
     unresolved compliance issues relating to its ongoing operations.

     SeraCare has an appointed individual who serves in the capacity of
     "RESPONSIBLE HEAD". This position is one mandated by the FDA and serves as
     the communication link between the company and the FDA. Our Responsible
     Head has over eighteen years in the plasma industry and is well known and
     respected by the FDA. She makes periodic unannounced compliance inspections
     at the centers, simulating the FDA inspections. In addition to the
     Responsible Head, the fractionators (manufacturers to whom we sell the
     plasma) conduct compliance inspections in our centers on an annual basis.
     Because some of our products find their way into Europe, we are also
     periodically inspected by members of the European country's equivalent to
     the FDA. All of this regulatory activity serves to ensure that each and
     every one of our centers are in compliance with all FDA regulations that
     protect the integrity of the products and the safety of the donors.


     CLINICAL LABORATORY IMPROVEMENT ACT OF 1988:

     In 1988, the U.S. Department of Public Health introduced an updated set of
     laboratory regulations. One of the many areas which  this law,  regulates
     is the definition of the education level of personnel required to perform
     clinical laboratory tests as well as regulating


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     the equipment and the required controls and calibrations. Among the various
     tests that must be passed by  plasma center personnel,  there are several
     that fall under the guidelines of this act. Although in most states the
     Federal Government has specifically delegated the enforcement of this act
     to the States, the act is universally applied. Plasma centers are
     periodically inspected under the CLIA 88 regulations.

     Part of the required compliance is that  centers  participate in a quality
     control program which is CLIA approved.   Consistent with such quality
     control program,  center personnel perform the test,  the results of which
     are transmitted to the program administrators. The results must fall within
     an acceptable range in order for the center to maintain its CLIA approval.
     To date, no SeraCare center has failed to obtain CLIA approval.

     OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION:

     As with most operating companies, all of our centers must comply with both
     Federal and State OSHA regulations. SeraCare trains its employees in
     current OSHA standards, provides hepatitis vaccine to employees when
     desired, and maintains all required records. OSHA does inspect operating
     locations as they deem appropriate, and generally do so without advance
     notice.  SeraCare has no outstanding issues relating to an OSHA inspection
     which required corrective action.

     STATE GOVERNMENTS

     NEVADA:

     Nevada law parallels the federal requirements as stated above with one
     addition. The state requires that all employees of plasma centers be
     certified with the state. This requires 6 months of experience, a completed
     application and a fee.

     ALL OTHER STATES

     All other states in which SeraCare operates have regulations that parallel
     the federal regulations. Most states do conduct periodic unannounced
     inspections and require licensing under each states procedures.  The
     Company currently has no unresolved issues relating to any state
     regulations.


     INDUSTRY STANDARDS

     AMERICAN BLOOD RESOURCES ASSOCIATION:

     The American Blood Resources Association, an industry organization
     headquartered in Maryland, represents the majority, by far, of both plasma
     collection companies and manufacturers. ABRA has established a voluntary
     program in which member centers agree to adhere to a set of standards that
     exceed those of  FDA or state and local agencies. This program, entitled
     the Quality Plasma Program ("QPP"), has been supported by the FDA, the
     National Hemophilia Association as well as many European regulatory
     agencies. The QPP program requires a biannual inspection which focuses on:
     employee training; facilities, including cleanliness; and donor selection.
     The QPP criteria includes but is not limited to:

          Donors must have permanent addresses with 150 miles of the center.
          The rates of viral marker tests must be within set national limits.


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          A record of all employee training must be available along with the
               training procedure.
          A program of donor drug testing must be implemented.
          All new donors must be checked with the National Donor Deferral
               Registry.
          The facility must meet all published standards, including location and
               neighborhood.

     All of SeraCare's operating centers are QPP approved. In addition, the
     Company's startup centers and initial stage centers have been designed and
     planned to QPP specifications.

     During the past five years, the QPP program has created a higher level of
     performance criteria and has upgraded the image of the U.S. plasma
     collection industry. Examples of the requirements which are enforced by the
     FDA, state authorities and ABRA include facilities upgrade, high operating
     standards, strict donor screening for drugs and disease, verified addresses
     for all donors, use of a national registry of deferred donors and
     controlled viral reactive rates to insure they remain within prescribed
     limits.  The Quality Plasma Program ("QPP") is designed to eliminate the
     collection of plasma from donors who are homeless, transient or drug
     addicted. In addition, it requires all certified centers to maintain
     documented and approved employee-training programs. All testing required by
     the center must be performed in a QPP-approved laboratory.

     The Company's management closely monitors compliance with applicable
     governmental regulations,  ABRA standards imposed through  QPP  and the
     Company's own quality assurance standards. In addition,  contracts with
     fractionators require  that individual locations be reviewed and approved
     by such customer in order to allow them to sell their end products in
     various countries throughout the world.


                           THE INDUSTRY AND THE MARKET

THE PRODUCT
Currently, the Company's primary product is "SOURCE PLASMA." SOURCE PLASMA is
plasma collected from humans. Plasma is the liquid part of blood and is
collected through a procedure similar to giving blood.  The clear plasma is
mechanically separated from the cellular elements of the blood (such as red and
white blood cells and platelets) through centrifugation or membrane filtration
at the time the donation is made.  These cellular elements are then returned to
the donor as part of the same procedure.  The process of collecting plasma is
known as PLASMAPHERESIS. Because blood cells are returned, it is possible for
individuals to donate plasma more frequently than  whole blood.  Donations of
plasma  can  be made up to twice per week or 104 times per year pursuant to FDA
rules.


PLASMA DERIVED PRODUCTS
Source plasma is sold to fractionators who process the plasma into two primary
groups of plasma products: INJECTABLE AND NON-INJECTABLE.  These products are
used  throughout the world to prevent illness and treat injuries.

Pursuant to FDA Regulations, plasma collected by the Company is placed in
storage on site while a sample thereof is sent to a lab for testing.  No plasma
can be shipped unless test results


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are received which indicate the plasma is free of any bacterial or viral
occurrences.  If results of the testing indicate any bacterial or viral
presence, the plasma cannot be sold as source plasma and is generally destroyed.
In addition, each of our customers (fractionators) has its own STANDARD
OPERATING PROCEDURES which SeraCare, Inc. is obligated to follow. These
procedures which are prepared and provided by the fractionator, carefully spell
out all safety related instructions. In accordance with such procedures, all
initial donors are given a physical examination before being accepted as a
plasma donor. Additionally, every time the donor donates, he is tested for the
presence of blood borne pathogens such as hepatitis B, hepatitis C, HIV (antigen
and antibody)and liver enzymes (indication of liver disease, such as other types
of hepatitis). The donor is also checked for serum protein content and
hematocrit (percent of red blood cells in serum). These tests serve as a safety
mechanism for both the donor and the plasma. New donors are also checked for
syphilis and drug use.  Repeat donors are re-tested for syphilis three times
each year and for drug use once each year.

All plasma collected from a donor is held until the results of his viral tests
are completed. If a donor has a reactive result, all of that donor's plasma is
usually culled from the inventory and destroyed. In most cases, the fractionator
operates the laboratory which performs these tests.

Once the plasma arrives at the fractionation facility, all plasma containers are
checked by the fractionator's quality control staff. The unique donor number is
matched to the test results to ensure no plasma is used that has been found
reactive to viral tests. Once cleared, the fractionator processes the plasma
into its final products. That processing consists of various procedures that, in
and of themselves, reduce the presence of any microorganisms that might have
been in the plasma pool. Temperature and pH are brought to specific levels, then
the in-process products are subjected to a solvent detergent that further
reduces viral activity. There are a number of additional steps, depending on the
product, including dry heat, acetone drying, lyophilizing and membrane
filtration that all reduce the presence of any microorganisms. Some
fractionators actually perform further testing both on in-process products and
final products, so sensitive, that the presence of any single microorganism will
be detected.

The Company's primary customer Alpha Therapeutic is a manufacturer of
pharmaceutical and diagnostic products (fractionator).  In addition to the
preventive measures indicated above, Alpha also processes the plasma which it
purchases from SeraCare, Inc. and their other contract centers through two
sterilization processes; A. a pasteurization process and B. a detergent
scrubbing process.  The objective of both processes is to render the finished
product free of any contamination from bacterial or viral occurrences.

None of the source plasma or hyperimmune plasma collected by SeraCare, Inc. is
given to end users without first being processed by a fractionator.

Donor safety is very important to the Company.  Accordingly, operating
procedures require that donors  have the process thoroughly explained, including
the hazards and side effects  and that an informed consent form be signed by
each donor The Company does extensive training of employees in order to insure
the safety of its donors.

INJECTABLE PLASMA PRODUCTS

SOURCE PLASMA is the base raw material used to manufacture many injectable
therapeutic products, the most important of which are:


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     NORMAL SERUM ALBUMIN AND PLASMA PROTEIN FRACTION, which are primarily used
     to keep vessel walls from collapsing following major injury, as blood
     volume expanders and as a protein replacement.  They are used:

               -    to treat shock due to trauma or hemorrhage;

               -    to treat fluid loss due to severe burns;

               -    in cardiovascular surgery;

               -    to treat liver and kidney diseases; and

               -    as a carrier for many other injectable solutions.

     IMMUNE GLOBULINS, which are used to strengthen the immune system in order
     to fight off common diseases such as:

               -    Suppressed immune systems in cases of organ transplants, HIV
                    and other immune deficiencies;

               -    Hepatitis B;

               -    Tetanus;

               -    Rabies, whooping cough, measles and polio; and

               -    Other immune related diseases.

     ANTIHEMOPHILIC FACTORS, which are specific proteins found in plasma that
     are an integral part of the blood clotting mechanism. Persons born with an
     absence or a deficient amount of the protein suffer from hemophilia, types
     A, B, or Von Willebrand's Disease.

          RH IMMUNE GLOBULIN, which is a substance administered to prevent
          incompatibilities between the blood of a fetus and mother. Rh
          incompatibility occurs when an Rh-negative woman is pregnant with an
          Rh-positive fetus. This occurs in 9-10% of pregnancies. If no
          preventive measures are taken, 0.7-1.8% of Rh-negative women with an
          Rh-positive fetus will become isoimmunized antenatally, developing Rh
          (D) antibody through exposure to fetal blood; 8-15% will become
          isoimmunized at birth, 3-5% after abortion (spontaneous or
          therapeutic), and 2.1-3.4% after amniocentesis. Rh(D) isoimmunization
          currently occurs at a rate of about 1.5 per 1000 births. Its effects
          on the fetus or newborn include hemolytic anemia, hyperbilrubinemia,
          kernicterus, or intrauterine deaths due to hydrous fetalis. About 45%
          of cases require intrauterine or exchange transfusions to survive, and
          there are about four deaths from this disease per 100,000 total
          births. The prevalence of Rh(D) isoimmunization has declined
          significantly following the introduction of Rh(D) immune globulin in
          the 1960's. Between 1970 and 1979, the crude incidence fell from 40.5
          cases to 14.3 cases per 10,000 total births.

          The administration of Rh(D) immune globulin to these women prevents
          maternal sensitization and subsequent hemolytic disease in Rh-positive
          infants. RhIG must be administered after abortion, amniocentesis,
          ectopic pregnancy, and antepartum hemorrhage, as well as after
          delivery. Time series studies have shown a dramatic decline in the
          incidence of Rh isoimmunization, from 13-17% in the mid-1960's to 0.3-
          1.9% in the mid-1970's. In Canada, where compliance with prophylaxis
          was maximized, Rh isoimmunization fell from 10.3 per 1000 births and
          55 deaths in 1964 to 3.4 per 1000 births and 1 death in 1975.


                                       11

<PAGE>

NON-INJECTABLE PLASMA PRODUCTS
A secondary use of plasma is to manufacture certain diagnostic products which
are for the most part non- injectable. Some of the primary diagnostic products
are:

          -    BLOOD GROUPING AND TYPING REAGENTS which are used by blood banks
               to match donor blood with the recipient.

          -    LABORATORY CONTROL REAGENTS which are used by  laboratories to
               assure the quality control of their tests.

          -    SPECIAL TEST KIT REAGENTS which are derived from the plasma of
               donors known to have a specific disease and are used in the
               laboratory as a positive control test.


SPECIALTY PLASMAS

Specialty Plasmas generally contain high concentrations of specific antibodies
and are used primarily to manufacture immune globulin therapeutic products which
bolster the immunity of patients to fight a particular infection or to treat
certain immune system disorders. Following advances in intravenous therapy in
the mid-1980s, use of specialty plasmas for therapeutic purposes significantly
increased. Among the current uses for specialty plasmas are the production of
products to prevent hepatitis, Rh incompatibility in newborns, tetanus and
rabies. Specialty plasmas are also widely used for diagnostic and tissue culture
purposes. Depending on the rarity of the antibody or medical history of the
donor, the pricing for specialty plasmas currently ranges from $80 to $3,500 per
liter. The average spot price (free market price) of source plasma is currently
approximately $76.  Most specialty plasma is derived serendipitously (not the
result of stimulation) which poses no abnormal risk to the plasma collector.

The Company currently collects and sells two specialty plasmas, Cytomegalovirus
Antibody Plasma (CMV) and Tetanus Antibody Plasma. The Company intends to place
increased emphasis on the collection of specialty plasmas by identifying
potential specialty plasma donors through screening and testing procedures and
by developing more FDA-licensed programs to inoculate potential donors.



                               THE PLASMA INDUSTRY

The blood resource industry can be divided into two industry segments.  One is
the non-profit or voluntary sector which is commonly thought of as Red Cross and
independent non-profit blood centers. This "non-profit" sector is primarily
concerned with providing whole blood and components of whole blood for
transfusion in medical applications at hospitals. The other is the commercial or
"for-profit" segment such as plasma collection centers. This "for-profit"
commercial sector consists of plasma collection operations which collect plasma
from paid donors and sell the  plasma to Fractionators, who  produce plasma
derivative products or fractions that are used in therapeutics.

Plasma is collected at centers owned by both foreign and U.S. fractionators and
by independent companies who sell to diagnostic companies and other
fractionators.


                                       12

<PAGE>

Plasma collection centers are found in most states throughout the United States
as presented in the following illustration:



     DISTRIBUTION OF PLASMA CENTERS BY STATE - 1996

                                  [MAP OF USA]

     SOURCE: AMERICAN BLOOD RESOURCES ASSOCIATION

PLASMA MARKET
The source plasma industry has experienced a number of fluctuations in the
supply and demand cycles. The market factors driving the plasma industry have
included:

          -    The expanded use of immune globulins to prevent and treat
               disease.

          -    The worldwide plasma shortage.

          -    Extensive public concern over the safety of blood products.

          -    An increase in domestic and foreign regulatory control over the
               collection and testing of plasma.

A worldwide shortage of plasma began in 1991, driven partially by the increased
need for plasma components to treat larger and older populations, and partially
by a diminished pool of donors that resulted from more restrictive testing and
screening requirements imposed by regulatory authorities. In 1991, the FDA
required mandatory screening for hepatitis C, thereby disqualifying donations
from a significant portion of the then existing donor base. Another market
factor has been increasing public concern over HIV and other viruses which has
lead to increased testing and tighter scrutiny.

The Company has generally sold its plasma under contracts ranging from one to
three years which allow for annual pricing renegotiations. Pricing for product
deliveries is generally mutually agreed upon prior to the beginning of the
contract year and fixed for that year. Consequently, the Company may be
adversely or beneficially affected if its costs of collecting and selling plasma
rise or fall during the year as a result of changes in government regulation,
donor fees  or other factors.

FRACTIONATORS

Fractionation is the process of separating the raw source plasma into a variety
of derivative products (see "The Product"  above).  Prior to being fractionated,
source plasma is blended into batches of 7,500 to 10,000 liter units from many
different donor sources.


                                       13

<PAGE>

The  five leading fractionators in the  United States are:

          ALPHA THERAPEUTIC        a subsidiary of The Green Cross
          CORPORATION              Corp. of Japan

          CENTEON                  a subsidiary of Rhone-Poulenc-Rorer, a French
          PHARMACEUTICALS          government owned pharmaceutical conglomerate

          MILES LABORATORIES       a division of Germany's Bayer A.G.

          HYLAND THERAPEUTICS      a division of Baxter, Inc., an  $8.1 billion
                                   revenue U.S. company.

          NORTH AMERICAN           a public U.S.  company with $160 million
          BIOLOGICALS, INC.        revenue - traded on NASDAQ


                               CURRENT OPERATIONS

CURRENT PLASMA CENTERS

As of  May 1, 1997, the Company had twelve plasma centers in operation: one in
Las Vegas, Nevada; two (2) in Colorado Springs, Colorado; one in Clarkesville,
Tennessee; one in Phoenix, Arizona; one in Pueblo, Colorado; one in Ft. Smith,
Arkansas; one in Clearfield, Utah; one in Raleigh, North Carolina; one in Pasco,
Washington; one in Toledo, Ohio;  and one plasma center in Macon, Georgia. As of
May 1, 1997, such centers were collecting plasma at an annualized rate of about
191,000 liters. The Raleigh, Macon, Pasco, and Toledo, centers which opened
December 17, 1996, December 18, 1996, April 1, 1997 and May 1, 1997 respectively
were operating under Reference Numbers pending FDA approval of  license
applications.

The Company is just beginning the construction phase for a plasma center which
is expected to open about September 1, 1997 in Savanah, Georgia.  In addition,
the Company is currently in the final stages of lease negotiations in two other
cities.

The Company collected approximately 140,500 liters of plasma in the fiscal  year
ending February 28, 1997.  This represented a 31%, or approximately 33,500
liter, increase over 1996.  The actual liters collected includes two centers
which were acquired in July 1996, and three newly established centers which
opened for business in November and December 1996.  Accordingly, the current
collection rate on an annualized basis would be about 191,000 liters.

DONORS

FDA standards restrict the frequency in which a donor may give plasma to twice a
week or 104 times per year.  Most regular donors donate between 40 and 60 times
per year.

The QPP certification program is focused on excluding drug or alcohol addicts or
homeless persons by requiring proof of permanent address as well as alcohol and
drug use testing.

MARKETING/DONOR RECRUITMENT

Effective recruitment, management and retention of donors are essential to the
Company's plasma business. The Company seeks to attract and retain its donor
base in the following ways:


                                       14

<PAGE>

          -    by utilizing competitive financial incentives which the Company
               offers for the donation of the plasma.

          -    by providing outstanding customer service to its donors.

          -    by implementing programs designed to attract donors through
               education as to the uses of plasma.

          -    by encouraging regular participation in its donor programs.

          -    by providing incentives to encourage donors to return.

Repeat donors are important because of the lower cost associated with obtaining
their plasma and less risk that their plasma will not satisfy regulatory and
customer requirements. The Company's centers advertise for donors through
targeted mailings, flyers and newspapers. Radio and television ads are also used
when advantageous.

The Company's donor records are maintained with the assistance of donor database
systems at each center which allows the Company's personnel to track the
frequency of donor visits. When a donor has not visited a center in over one
month, the center sends a reminder card to the donor emphasizing the importance
of the donor's continued participation.

DONOR PROCESSING
On their first visit all new donors are given a physical examination by either a
licensed physician or physician substitute. The National Donor Deferral Registry
and the  deferral lists of the Fractionators and other local plasma centers are
all checked to determine if the donor has ever had positive viral test results
or has ever been previously deferred or rejected as a donor. In addition to the
deferral list checks,  each time the donor visits, the donor is given the
opportunity to defer himself confidentially and is asked a number of screening
questions which he must audibly answer. In addition, each time he visits, the
donor is tested for: blood pressure; temperature; pulse; weight; hematocrit;
total proteins; HIV; hepatitis B and C; and liver enzymes.

QUALITY AND OPERATIONAL CONTROLS

Through its QPP and internal operating procedures and policies, the Company
strives to maintain a high level of quality control. The Company's policies
require that donor charts be audited on a daily basis, and that  equipment be
regularly recalibrated. Quality control records and procedures are maintained at
a detailed level.

TRAINING

The Company is focusing on two levels of training: (a) technical training of
employees; and (b) center management skills and development.

All employees are required to read and study detailed training materials and are
then given a written test covering that material. Results of the written tests
must be kept available for FDA inspection. Employees are also required to
demonstrate specific skills to an FDA-certified trainer. Each level of an
employee's training is tracked and documented and each employee is required to
be retested on all  material every six months. All employees are "cross trained"
in all three of the center's functional areas, allowing for more efficient
scheduling. Ongoing or continuing education sessions are periodically held to
review new procedures, equipment and FDA requirements. All training
documentation is subject to FDA approval.

It is the Company's philosophy to continually develop competent individuals
within the Company to move into management positions. Selected individuals are
sent to outside


                                       15

<PAGE>

management development seminars in addition to the in-house program of
development. Consequently, all of the open manager positions during the past
three years have been filled with existing in-house personnel.

EMPLOYEES

As of  May 1, 1996, the Company employed 127 full time employees and 37 part
time employees.

Of the full time employees four were corporate officers, two were corporate
clerical employees, twelve were location managers, nine were nurses, one was a
doctor and the balance were cross-trained as
technicians/receptionists/phlebotomists.

Of the part time employees, 6 were nurses and the balance were cross-trained as
technicians/receptionists/phlebotomists.

The Company believes that the relations between the Company's management and its
employees are good, although there can be no assurances that such relations will
continue. The inability of the Company to attract or retain qualified personnel
could have a material adverse effect on the Company.

ITEM 2. PROPERTIES

The Company currently occupies fifteen locations with executive offices at 1925
Century Park East, Suite 1970, in Los Angeles and fourteen plasma centers in:
Las Vegas, Nevada (2 locations); Clarkesville, Tennessee; Phoenix, Arizona;
Colorado Springs, Colorado (2 centers); Pueblo, Colorado;  Ft. Smith, Arkansas;
Clearfield, Utah;  Raleigh, North Carolina; Macon, Georgia; Pasco, Washington;
Toledo, Ohio; and Savanah, Georgia.  The Savanah location is currently being
remodeled  in preparation for starting a new center.  All of the Company's
leased property, comprising fourteen locations and approximately 57,000 square
feet, is leased from unaffiliated parties under leases expiring through 2006.
Most of these leases contain renewal options which permit the Company to renew
the leases for periods of from two to five years at the then fair rental value.
One of the Company's centers is leased on a month-to-month basis. The Company
believes that in the normal course of its business it will be able to renew or
replace its existing leases. The Company believes that the space it occupies is
adequate for its existing centers.

The Company's plasma collection centers range in size from approximately 2,950
to 5,500 square feet and generally are located in population centers of 60,000
to 1,000,000 people.

The Company also owns two parcels totaling approximately one acre of land in
Fort Worth, Texas which was obtained  in  the purchase of the original six
plasma centers.  These parcels are currently listed for sale and are not being
considered  for plasma collection center development.

ITEM 3. LEGAL PROCEEDINGS.

There are no material pending legal proceedings, other than routine litigation
occurring in the normal course of the Company's operations, to which the Company
is a party or of which any of its property is subject.

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

Not Applicable.


                                       16

<PAGE>

                                     PART II


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

(a)  MARKET INFORMATION:

The Company's Common Stock is quoted on the NASD's OTC Bulletin Board Service
("Bulletin Board")  and is traded under the symbol  "SERC".  The Company emerged
from bankruptcy on February 6, 1996 and began trading on the Bulletin Board in
May 1996. The following table sets forth the range of bid prices for the Common
Stock during the periods indicated, and represents inter-dealer prices, without
retail mark-up, mark-down or commission to the broker-dealer, and may not
represent actual transactions.  The information summarized in the following
table has been derived from the NASD's Monthly Statistical Report.

The Company's Common Stock was not traded on any market prior to May 1996.


                                                              High      Low
                                                              ----      ---
For the period May 1, 1996 through May 31, 1996               1 1/2    1
For the period June 1, 1996 through August 31, 1996           1 3/4      1/2
For the period September 1, 1996 through November 30, 1996    2          1/2
For the period December 1, 1996 through February 28, 1997     3 9/16   1 1/8

(b)  HOLDERS:

                                    Approximate Number of
                                     Record Holders (as
Title of Class                       of  April 30, 1997)
--------------                       -------------------
Common Stock, $.001 par value             360 (1)

--------------------
(1)  Certain of the Company's shareholders hold shares under "street name" and
     are not identified individually.  Accordingly,  the Company estimates that
     it has a total of approximately 460 beneficial shareholders.

(c)  DIVIDENDS:

The Company has never paid cash dividends on its Common Stock.  Pursuant to the
terms and conditions of the Amended and Restated Loan Agreement  dated February
5, 1996, between CVD Financial Corporation (referred to therein as "Lender") and
SeraCare, Inc., Avre Incorporated, and Binary Associates, Inc. (referred to
collectively therein as "Borrowers"), the Company may not declare or pay
dividends on account of any stock of the Borrowers, except that SeraCare, Inc.
may issue warrants, options, stock, rights or any other form of equity security
as a dividend. The declaration and payment of dividends in the form of equity
securities by the Company's board of directors will depend, among other factors,
on earnings as well as the operating and financial condition of the Company.  At
the present time, the Company does not expect to declare or issue any dividends
within the foreseeable future.


                                       17

<PAGE>

ITEM 6.   MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS.

CAUTIONARY  NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information contained herein, the statements in this
report (including without limitation, statements indicating that the Company
"expects," "estimates," "anticipates," or "believes" and all other statements
concerning future financial results, product offerings or other events that have
not yet occurred) are forward-looking statements that are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995,
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended.  Forward-looking statements involve
known and unknown factors, risks and uncertainties which may cause the Company's
actual results in future periods to differ materially from forecasted results.
Those factors, risks and uncertainties include, but are not limited to: the
positioning of the Company's products in the Company's market segment; the
Company's ability to effectively manage its various businesses in a rapidly
changing environment; new competition for donors and customers; the inability of
the Company to obtain FDA approval of newly established centers; and the
introduction of synthetic products which could eliminate the need for plasma
products.

                            1997 AS COMPARED TO 1996

In comparing the 1997 fiscal year results with the comparable period in 1996, it
is necessary to combine the two periods presented, the period from March 1, 1995
through February 5, 1996 and February 6, 1996 through February 29, 1996.  The
presentation of the two periods is necessary in order to reflect the change in
legal structure afforded companies emerging from Chapter 11 of the U.S.
Bankruptcy Code.  The combining is necessary in order to establish comparable 12
month periods for evaluating operating results.

                              RESULTS OF OPERATION

SALES

The Company collected about 140,540 liters of plasma during the year ended
February 28, 1997 compared to about 107,051 for the comparable prior  period or
an increase of thirty-one percent.  Net sales decreased by $7,845 to  $6,661,679
and were approximately the same as the $6,669,524 recorded for the 1996 twelve
month period.  The primary offsetting factors reflected in those results were
primarily the fact that about sixty percent of 1996 revenue was from sales to
Europe whereby sales pricing is gross (exclusive of softgoods and testing) while
all of the 1997 revenue was domestic whereby sales pricing is net (reduced to
reflect the cost of softgoods and testing).  This restructuring of the pricing
was mostly offset by the increased revenue from the acquisitions of the two
centers,  Silver State and BHM which added $1,174,202 to 1997 revenue.  The
increased volumes were the result of the acquisitions of Silver State and BHM
and the newly established centers in Clearfield, Raleigh and Macon. The three
newly established centers were operating under a Reference Number from the FDA
during 1997 and were thus not allowed to sell or ship plasma during the period,
although they were collecting plasma during the period.


                                       18

<PAGE>

GROSS PROFIT

Gross profit decreased by $313,317 or 38 percent in 1997  to $512,859 primarily
due to higher donor fees of $815,830  and higher salaries of $627,658 and other
operating costs of $470,205 resulting from higher volumes (mainly from the
acquisitions of Silver State and BHM) and increased competition in certain
locations, mostly offset by the lower softgoods and testing costs of $1,582,376
associated with the shift from European sales to domestic sales and the related
restructuring of the pricing.  The Gross Profit percentage went down from 12.4%
in fiscal 1996 to 7.7% in fiscal 1997, primarily due to the restructured
pricing.

GENERAL AND ADMINISTRATIVE EXPENSES

General and Administrative expenses for 1997 were lower by $87,805 or 10 percent
primarily due to a reduction in administrative salaries partially offset by the
non-cash charge of $78,980 associated with the implementation of an accounting
standard. See Notes 6 and 8 to the Company's Consolidated Financial Statements.


INTEREST EXPENSE

Interest expense of $10,727 in fiscal 1996 results from the debt to CVD
Financial which was assumed in the Plan of Reorganization. Interest expense of
$208,255 in the 1997 period results from the debt to CVD Financial which was
assumed in the Plan of Reorganization, the note payable to Nations Biologics
which was associated with the acquisition of Silver State Plasma and the
$550,000 bridge loan which provided the cash portion of the Silver State Plasma
acquisition price.  Additionally, there is a $100,000 original issue discount
charge which results from the implementation of an accounting standard.  See
Note 4 to the Company's Consolidated Financial Statements.

OTHER ITEMS

Other items reflected on the Consolidated Statement of Operations which were 
unique to the year ended 1996 include: Reorganization expense items of 
$491,877, the extraordinary net gain from debt discharge of $2,584,496, 
and step-up in basis of assets from reorganization of $805,038.  There were 
no comparable items in 1997.

INCOME TAXES

State income taxes were $16,000 due to the profitability of certain operations
in certain state.

As of February 28, 1997,  the tax effects of temporary differences for
depreciation, amortization, and valuation allowances from current and prior
periods and net operating loss carryforwards could give rise to the recording of
deferred tax assets.  The Company is unable to reasonably determine the amounts
of net operating loss carryforwards available to offset against future taxable
income.  Furthermore, the Company was unable to determine whether it was more
likely than not that the deferred tax asset would be realized, therefore a 100%
valuation allowance was established.

NET INCOME

As a result of the above, there was a net loss for the year ended February 28,
1997 of $511,108 compared to a net income of $2,839,214 in 1996.


                                       19


<PAGE>

                        LIQUIDITY AND CAPITAL RESOURCES

As of February 28, 1997, the Company's current liabilities exceeded current
assets by $390,635 as compared to $542,400 in the prior year.  This improvement
was primarily due to improved payment terms associated with the change in the
Company's primary customer.

The year ended February 28, 1997 was a year of restructuring and growth through
the acquisition of two established plasma collection centers in Ft. Smith and
Las Vegas, the acquisition of two early stage developmental plasma centers in
Clearfield and Raleigh and the  establishment of new plasma collection centers
in Macon, Pasco and Toledo.  The Company has accordingly established itself in a
strong growth posture in order to be able to meet the strong increased demand
for plasma which the Company believes will accelerate through fiscal years
ending in 1998 and 1999.  With this strategic focus on growth in the volume of
plasma collected, the short-term impact on the Company's earnings and cash flow
has been to postpone significant profitability and positive cash flows until the
later part of fiscal 1998 when the Company believes that the volumes in several
of the newly established centers will reach maturity, new products will begin
shipping, new sales contracts will bring higher plasma pricing and new softgoods
and supplies pricing will provide for improved gross margins.  Meanwhile, the
Company's projected capital requirements for fiscal 1998 include the
establishment of seven new plasma centers.

Net cash used in operations decreased from cash provided of  $159,520 in 1996 
to cash used in operations of  $745,309 for the comparable period in 1997.  
The decrease was primarily related to the net operating losses incurred in 
1997 and a decrease in the accounts payable balances and accrued liabilities 
associated with the purchase of softgoods in fiscal 1996 which were paid for 
during fiscal 1997, which was partially offset by increased depreciation and 
amortization expense, non-cash interest and non-cash general and 
administrative expenses.. Cash flow from investing activities for the year 
ended February 28, 1997 resulted in net cash used of  $1,584,401 compared to 
$21,661 for the comparable prior year period.  This increase in cash used 
resulted from the acquisitions of Silver State and BHM and from the capital 
requirements of the newly established plasma collection centers in 
Clearfield, Raleigh, Macon and Pasco.    Cash flows provided by financing 
activities was $2,293,311  for the current period compared to $338,100 for 
the comparable prior period. This increase was primarily due to the private 
placements the Company completed, receiving net proceeds of $2,557,191 and 
the proceeds from the bridge loans of $650,000. This was partially reduced by 
the  repayments made on  long-term debt and the bridge loans.  See Notes 4, 
5, and 6 to the Consolidated Financial Statements.  The net proceeds were 
used to finance the Companies expansion program and for working capital.

Management believes that the capital expenditures necessary for this expansion
and the related increase in working capital requirements will be funded by a
combination of internally generated cash flows, short term bridge financing,
private placements and a planned public offering.


                                       20

<PAGE>

NEW ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards No. 125, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities" (SFAS 125)
issued by the Financial Accounting Standards Board (FASB) is effective for
financial assets and extinguishments of liabilities occurring after December 31,
1996, and is to be applied prospectively.  Earlier or retroactive application is
not permitted.  The new standard provides accounting and reporting standards for
transfers and servicing of financial assets and extinguishments of liabilities.
The Company does not expect adoption  to have a material effect on its financial
position or results of operations.

Statements of Financial Standards No. 128, "Earnings Per Share" (SFAS 128) is
effective for financial statements issued for periods ending after December 15,
1997, including interim periods.  Earlier application is not permitted.  SFAS
128 requires dual presentation of basic and diluted earnings per share (EPS) on
the face of the consolidated statement of operations.  It also requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation.  This statement
also requires restatement of all prior-period EPS data presented.  The Company
has not determined the effect on its EPS from the adoption of this statement.

INFLATION

Management believes that inflation generally causes an increase in sales prices
with an offsetting unfavorable effect on the cost of products sold and other
operating expenses.  Accordingly, with the possible impact on interest rates,
management believes that inflation will have no significant effect on the
Company's results of operations or financial condition.

ITEM 7.  FINANCIAL STATEMENTS.

All financial statements required to be filed herewith are attached hereto
following the signature page.

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

          Not applicable

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The Company is headquartered in Los Angeles, California and operates with a
corporate office staff of five people.  The office of the Chief Operating
Officer is in Clearfield, Utah.

The present term of office of each director will expire at the next Annual
Meeting of Shareholders.  Executive Officers of the Company  are elected
annually at the first meeting of the Company's Board of Directors held after the
annual meeting of shareholders.  Each executive officer will hold office until
his or her successor is duly elected and qualified or until his or her death or
resignation or until he or she shall have been removed in the manner provided in
the


                                       21

<PAGE>

Company's Bylaws.  The name and position with the Company and age of each
officer and director, and the period during which each director has served are
as follows:

<TABLE>
<CAPTION>

                                                                                              Director
Name                              Age                       Position                            Since
-------------------------------------------------------------------------------------------------------
<S>                                <C>    <C>                                                    <C>
Barry D. Plost ................    50     Chairman of the Board, President and CEO               1996
Jerry L. Burdick...............    51     Executive Vice President, Chief Financial  Officer,    1995
                                            Secretary and a Director
Brad Rabe......................    36     Vice President and Chief Operating Officer
Brian Olson....................    56     Vice President, Operations
Sam Anderson...................    58     Director                                               1996
Susan Preston..................    41     Director                                               1996
Ezzat Jallad...................    35     Director                                               1996
Nelson Teng....................    51     Director                                               1997
</TABLE>

____________________

BARRY D. PLOST began serving as Chairman, President and Chief Executive Officer
of the Company on February 6, 1996.  Prior to joining the Company, he was a
Management Consultant with the management consulting firm of David Barrett, Inc.
for the period January 1995 until February 6, 1996.  Mr. Plost was President and
Chief Executive Officer of Country Wide Transport Services, Inc., a trucking
company, from February 1991 through June 1994, and President and Chief Operating
Officer of Freymiller Trucking, Inc., a trucking company, from November 1979
through August 1991.

JERRY L. BURDICK was appointed Executive Vice President, Chief Financial
Officer, Secretary and a Director effective December 1, 1995. From  August 1993
through March 1995, Mr. Burdick was a consultant to SeraCare, Inc. in the areas
of financing, internal controls, cost accounting and was specifically requested
to evaluate the whole blood operations of the Company and make recommendations
for correcting the increasing losses.  When the Company filed for protection
under Chapter 11 of the Federal Bankruptcy Code, Mr. Burdick was asked to
provide guidance to the  Controller and financial staff on appropriate
bankruptcy filings and regulations.  Mr. Burdick also drafted the first proposed
Reorganization Plan and accompanying Private Placement Memorandum for SeraCare,
Inc. during that period.  During that period, Mr. Burdick had no direct reports
and acted only in an advisory capacity reporting to the President of the
Company. In October 1994, the Company hired Mr. Burdick as an accountant. In
March 1995, the Company determined to terminate the Controller and Chief
Financial Officer (same person) and have Mr. Burdick fill that role on an acting
basis during the remaining tenure of the bankruptcy, through  February 6, 1996.
Mr. Burdick previously operated his own consulting practice from March 1988
through August 1993. Mr. Burdick is a Certified Public Accountant in the State
of California.  At the time the Company filed for protection under Chapter 11 of
the Federal Bankruptcy Code, Mr. Burdick was a consultant to the Company.  Mr.
Burdick has also participated in various other Chapter 11 restructurings as a
consultant, and for about one year as controller of a company which was in
bankruptcy when he joined the company.

BRAD RABE was appointed Vice President and Chief Operating Officer effective
September 1, 1996.  Prior to joining the Company,  Mr. Rabe spent sixteen years
with the Plasma Collection Division of Bayer Corporation,  a large
pharmaceutical company, most recently as Operations  Director.


                                       22

<PAGE>

BRIAN OLSON has served as Vice President,  Operations of the Company since July
1992 and was a Director of the Company from February 1996 until October 1996.
Prior to joining the Company, Mr. Olson held the position of Director of Plasma
Supply with Alpha Therapeutic Corporation, a manufacturer of pharmaceutical
products,  from July 1987 through June 1992.  At the time the Company filed for
protection under Chapter 11 of the Federal Bankruptcy Code,  Mr. Olson was
serving as Vice President, Operations.

SAM ANDERSON was elected a Director effective April 16, 1996. Since April of
1996, Mr. Anderson has also been a consultant to SeraCare, Inc. in the areas of:
finding and evaluating potential acquisitions; helping the Company in developing
a strategic plan for increasing the volume of hyperimmune plasma collected
including targeting the particular type of hyperimmune the company should
target; and advising the Chief Executive Officer of the Company on industry
trends and potential changes in regulations and the ramifications thereof.  Mr.
Anderson's role is strictly advisory and he has no direct reports within
SeraCare, Inc.. Since March 1991, Mr. Anderson has served as a consultant to
various companies in the plasma business and specifically in pharmaceutical
products, fractionation and hyperimmune plasma. From March 1990 to March 1991,
Mr. Anderson served as president of Trancel, Inc., a start-up bio-tech
development company in the area of insulin dependent diabetes and prior to that
served as Chairman and Chief Executive Officer of Alpha Therapeutic Corporation,
a manufacturer of pharmaceutical products and also the largest plasma collection
company and fractionator in the world, until he retired in February 1990.

SUSAN PRESTON was elected a Director effective April 16, 1996.  Ms. Preston has
been a practicing attorney for the law firm of Weiss, Jensen, Ellis & Howard in
Seattle, Washington since May 1994 and previously served as corporate counsel
for various other companies.

M. EZZAT JALLAD was elected a Director effective October 28, 1996.  Mr. Jallad
has been Chairman and President of Softpoint, Inc., which develops and markets
point of sale software and hardware for the fast food and retail markets since
June 1995.  Previously, he was Executive Vice President of SCIM Corporation, a
financial consulting firm, from April 1988 to May 1995.

NELSON TENG  was  elected a Director effective January 29,  1997.  Dr. Teng has
been the Director of Gynecologic Oncology and Associate Professor of Gynecology
and Obstretrics at Stanford University School of Medicine since 1981.  Dr. Teng
also co-founded ADEZA Biomedical in 1984, and UNIVAX Biologics in 1988.  In
addition, Dr. Teng has served as a scientific advisor and consultant to several
biotechnology companies and venture capital firms and has authored over 100
publications and 15 patents.  Dr. Teng serves on several other boards of
directors.

The Board of Directors currently consists of six directors:    Barry D. Plost ,
Chairman, President and Chief Executive Officer;  Jerry L. Burdick, Executive
Vice President, Chief Financial Officer and Secretary;  Sam Anderson, outside
Director;  Susan Preston, outside Director;  Ezzat Jallad, outside Director; and
Nelson Teng, outside Director.


ITEM 10. EXECUTIVE COMPENSATION

The Company does not have key man insurance on any of its employees. Sam
Anderson, an outside Director, has entered into a three year consulting
agreement with the Company at $50,000 per year plus fully vested


                                       23

<PAGE>

options to purchase 30,000 shares of the Company's common stock at $1.50 per
share which expire in three years.  Mr. Anderson also was granted fully vested
options to purchase 20,000 shares of the Company's common stock at $1.00 per
share, which expire in three years, in conjunction with a $100,000 bridge loan
Mr. Anderson made to the Company on July 2, 1996. Susan Preston has been granted
fully vested options to purchase 15,000 shares of the Company's common stock  at
$1.50 per share which expire in three years.  Mr. Teng has been granted fully
vested options to purchase 50,000 shares of the Company's common stock  at $1.50
per share which expire in three years.

The following table sets forth the cash compensation and other consideration
paid by the Company to its executive officers whose cash compensation exceeded
$100,000.

                                Paid     Paid     Paid
                               Fiscal   Fiscal   Fiscal
Name and Principal Position     1997     1996     1995       Options      Other
---------------------------    ----------------------------------------   -----
(7)Barry D. Plost, President,  $124,167    $4,327       -    56,147 (1)   (6)(5)
     Chairman and CEO
                                                            150,000 (2)
                                                            100,000 (3)
                                                            130,000 (4)
(8)Jerry L. Burdick,            125,000    83,749  26,667    42,110 (1)   (6)(5)
     Executive V. P.,
     Secretary and CFO

--------------------------
(1) These three year options were granted on February 6, 1996 in conjunction
    with the Plan and were vested as of October 1996 and are exercisable over
    five years from date of grant at a price of  $1.25.

(2) These options were granted on February 6, 1996.  The prices are 50,000 at
    $1.00, 50,000 at $2.00, and 50,000 at $3.00 per share.  These options were
    fully vested in January 1997 and expire January  2002.

(3) These options were granted on February 6, 1996  and are fully vested  at
    $1.00 per share which expire at the end of five years.

(4) Mr. Plost was granted on July 2, 1997 and July 17 1997 fully vested three
    year options to purchase 130,000 shares of the Company's common stock at and
    exercise price of $1.00 per share in conjunction with a $400,000 bridge loan
    Mr. Plost made to the Company on July 2, 1996 and a $50,000 bridge loan he
    made to the Company on July 17, 1996.  The options granted  represented 100%
    of the options granted employees in the year 1997.

(5) The Company has established a Management Bonus Pool whereby ten percent
    (10%) of earnings before taxes which are in excess of $920,549 in the year
    ending February 28, 1997; $2,590,160 in the year ending February 28, 1998,
    and $4,384,187 in the year ending February 28, 1999 will be allocated to a
    bonus pool to be paid pro rata to all officers of the Company on the basis
    of salaries.

(6) To the extent that quarterly earnings before taxes exceed $100,000, the
    excess will be paid on a pro-rata basis to all officers up to an annual
    maximum of  $10,000 each.

(7) Effective on February 6, 1996, the Company signed a contract with Mr. Plost
    through February 5, 1999 at a base salary of $75,000.  Such salary was
    increased to $170,000 on November 1, 1996 by the Board of Directors.  Mr.
    Plost also participates in the Management Bonus Pool on the same basis as
    other officers of the Company during the term of his agreement and also
    received certain options as indicated.  Mr. Plost was not an employee prior
    to February 6, 1996.

(8) Effective on February 6, 1996, the Company signed a contract with Mr.
    Burdick through February 5, 1999 at a base salary of $125,000. Mr. Burdick
    also participates in the Management Bonus Pool on the same basis as other
    officers of the Company during the term of his agreement and also received
    stock options as indicated above.  Mr. Burdick functioned as an accountant
    and consultant to the Company prior to February 6, 1996.


                                       24

<PAGE>

Aggregate Options/SAR  Exercises in last fiscal year and FY- End Option/SAR
Values

<TABLE>
<CAPTION>
                                                           Number of Shares       Value of
                              Shares Acquired   Value         Underlying         Unexercised
Name and Principal Position     on Exercise   Realized        Unexercised       In-the-Money
---------------------------   --------------- --------        Options at         Options at
                                                             Year-End (1)        Year-End(1)
                                                             -------------------------------
<S>                           <C>              <C>           <C>                 <C>
Barry D. Plost, President,           NA           NA             56,147            $14,037
 Chairman and CEO                                               150,000            $25,000
                                                                100,000            $50,000
                                                                130,000            $65,000
Jerry L. Burdick,                    NA           NA             42,110            $10,528
Executive V. P., Secretary
and CFO
</TABLE>


(1) As of February 28, 1997, there were no options which were unexercisable.

ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
         SECURITYHOLDERS

The following table sets forth certain information known to the Company
regarding beneficial ownership of the Company's common shares at February 28,
1997 of each present director, all officers, all officers and directors as a
group and each beneficial owner of more than 5% of the Company's common stock.

<TABLE>
<CAPTION>

                                                                    PRESENTLY EXERCISABLE
                                                                    ---------------------
                                           % OF         COMMON                   SERIES A
INDIVIDUAL / GROUP                         CLASS        SHARES      OPTIONS      WARRANTS
-------------------------------------    --------      --------     -------    ------------

<S>                                       <C>          <C>          <C>        <C>
Barry D. Plost, President & Chairman       16.0%      239,284      436,147         70,000
Brad Rabe, Executive VP & COO               8.2%      283,764            -         62,500
J.L. Burdick, Executive, CFO & Director     1.0%            -       42,110              -
Brian Olson, VP Operations                  1.8%       45,777
Nelson Teng, Director                       8.1%      200,000       50,000        100,000
Samual Anderson, Director                   4.9%      105,000       50,000         52,500
Susan Preston, Director                     0.4%            -       15,000              -
Ezzat Jallad, Director                        -             -            -              -
All Officers and Directors                 35.2%      873,825      621,330        285,000
Other Beneficial Owners:
  William M. Hitchcock                      5.3%      201,247            -         17,500
   Brad Gaspard                            13.1%      400,000            -        200,000
</TABLE>


Of the issued and outstanding shares as of May 1, 1997,  Brad Gaspard owns 10%.
No other person or entity owns or controls 10% or more of the company's common
stock.

Pursuant to the acquisition agreement dated September 2, 1996, Mr. Brad Rabe may
receive up to 125,000 additional shares if certain earnings performance criteria
are met.  These additional shares are not reflected in the above table.


                                       25

<PAGE>

PRICE AND EXERCISE DATE OF  SERIES A WARRANTS LISTED ABOVE.

A. Barry D Plost - President            70,000  Series A Warrants

     Mr. Plost  acquired 14 Units of the June 1, 1996 Private Placement for
     $105,000 and 14 Units of the October 1, 1996 Private Placement for
     $105,000.  Each Unit consisted of 5,000 shares of common stock and 2,500
     Series A  warrants to purchase one share of the company's common stock at
     $2.75.  The Series A warrants are exercisable immediately and terminate on
     the earlier of (i) six years  from the date of  issuance and (ii) three
     years from the date of the initial effectiveness of the "Initial
     Registration Statement".  The Series A warrants are redeemable by the
     Company at $.01 per share, upon 30 days notice, if the common stock is
     publicly traded  and the average of the closing price per share of the
     common stock for each of the 20 consecutive trading days immediately prior
     to the mailing of such notification and for each day thereafter until the
     redemption date shall have exceeded 133.3% of the existing exercise price.

B.   Nelson Teng - a Director                   100,000  Series A Warrants
     Dr. Teng  acquired 40 Units of the October 1, 1996 Private Placement for
     $300,000.
     See explanation under A.  above.

C.   Brad Rabe - Executive Vice President         62,500  Series A Warrants
     Mr. Rabe  acquired 25 Units of the October 1, 1996 Private Placement.  See
     explanation under A.  above.

E.   All Officers and Directors                  285,000  Series A Warrants
     Represents the total of A., B., C. plus Sam Anderson.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

BRIDGE LOANS TO THE COMPANY.

In order to close the acquisition of the Silver State Plasma Center in Las
Vegas, Nevada on July 2, 1996, the Board of Directors unanimously approved
$550,000 in bridge loans.  The terms of the bridge loans included interest at
twelve percent and 150,000 three year options, each option to purchase one share
of the Company's common stock at $1.00.  Of the total amount of the bridge
loans, $450,000 was advanced by  Mr. Barry Plost, the Company's President and
Chief Executive Officer, and the remaining  $100,000 was advanced by Mr. Samuel
Anderson, a member of the Company's Board of Directors. Both Mr. Plost and Mr.
Anderson opted to participate in the Private Placement dated June 1, 1996
instead of receiving repayment of their note.

Mr. Plost converted $105,000 face value of notes into 14 Units of the June 1,
1996 Private Placement and $105,000 face value of notes into 14 Units of the
October 1, 1996 Private Placement.  The two conversions resulted in a total of
140,000 shares of common stock and 70,000 Series A Warrants being issued in the
name Barry D. Plost.  In addition, Mr. Plost converted $22,500 face value of
notes into three Units which consists of 15,000 shares of common stock and 7,500
Series A Warrant which were issued in the name Rena Plost.

Mr. Samuel Anderson wanted to purchase 14 Units of the June 1, 1996 Private
Placement.  Fourteen Units at $7,500 totaled $105,000.  Mr. Anderson had only
loaned the Company  $100,000.  Accordingly, Mr. Anderson remitted an additional
$5,000 in order to cover the total cost of $105,000. The 14 Units consisted of
70,000 shares of common stock and 35,000 Series A


                                       26

<PAGE>

Warrants which were issued in the name The Samuel and Mary Ann Anderson Trust,
of which Mr. Anderson is a Trustee.

In each case, the shares issued are restricted shares and the terms of purchase
were consistent with the terms provided to all participants in the Private
Placements dated June 1, 1996 and/or October 1, 1996 as outlined therein.  Such
terms included registration rights (see Note 2 to the Consolidated Financial
Statements) and the exercise price and terms of the Series A Warrants.  Each
Series A  Warrant authorizes the holder to purchase one share of the company's
common stock at  $2.75. The Series A Warrants are exercisable immediately and
terminate on the earlier of (i) six years from the date of  issuance and (ii)
three years from the date of the initial effectiveness of the "Initial
Registration Statement".  The Series A Warrants are redeemable by the Company at
$.01 per share, upon 30 days notice, if the common stock is publicly traded  and
the average of the closing price per share of the common stock for each of the
20 consecutive trading days immediately prior to the mailing of such
notification and for each day thereafter until the redemption date shall have
exceeded 133.3% of the existing exercise price.

ACQUISITION OF CLEARFIELD AND RALEIGH PLASMA CENTERS.

On September 2, 1996, the Company  acquired from Mr. Brad Rabe, Vice President
and Chief Operating Officer of the Company, all rights and interests in leases,
leasehold improvements, fixed assets and/or any other personal property,
licenses, certifications or rights attributable to both the Clearfield Center
and the Raleigh Center, including the rights to any FDA or QPP licenses and/or
certifications which attach or may attach to those locations, including the
right to file for such licenses and/or certifications if they have not already
been applied for.  Mr. Rabe also agreed to complete the process of establishing
both startup locations as operational plasma collection centers by opening
plasma collection centers in both locations within a reasonable period of time
not to exceed 120 days from September 2, 1996.

BASE CONSIDERATION. As consideration to Mr. Rabe, the Company agreed to deliver
175,000 shares of Common Stock of the Company within fifteen days of the date
when both the Raleigh and Clearfield locations have processed their first
donors. The 175,000 shares of Common Stock may be increased or decreased
depending on whether the buildout costs for the two centers exceed $135,000. The
value per share was defined within the contract  at $1.50 per share.  At
February 28, 1997, the company estimated that the shares to be issued under this
provision would be 119,875.  The Company valued this transaction at $179,813,
which was based on the fair market value of the stock at the date of
acquisition.

ADDITIONAL CONSIDERATION. In addition to the Base Consideration, the Company and
Mr. Rabe agreed on certain operational performance criteria  which will serve as
the basis for Additional Consideration of a maximum of 125,000 shares of common
stock of the Company if all performance criteria for the centers are met.
Accordingly, if Clearfield Center and Raleigh Center in total generate a net
profit before taxes of $310,000 for the measurement period of twelve months
ending on the last day of eighteenth month following the Closing Date, Mr. Rabe
shall receive as additional consideration 62,500 shares of Common Stock of the
Company.  Further, if Clearfield Center and Raleigh Center in total generate a
net profit before taxes of $310,000 for the measurement period of twelve months
ending on the last day of thirtieth month following the Closing Date, Mr. Rabe
shall receive as additional consideration another 62,500 shares of Common Stock
of the Company.


                                       27

<PAGE>

                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)(1)  THE FOLLOWING FINANCIAL STATEMENTS ARE BEING FILED AS PART OF THIS
        REPORT:

        SERACARE, INC. AND SUBSIDIARIES

        Report of Independent Certified Public Accountants -
        BDO Seidman, LLP

        Consolidated Balance Sheets - February 28, 1997 and February 29, 1996

        Consolidated Statements of Operations - Year ended February 28, 1997
                             - Period February 6, through February 29, 1996
                             - Period March 1, 1995 through February 5, 1996

        Consolidated Statements of Stockholders Equity - Periods March 1, 1995
                                                  through February 28, 1997

        Consolidated Statements of Cash Flows - Year ended February 28, 1997
                              - Period February 6, through February 29, 1996
                              - Period March 1, 1995 through February 5, 1996

        Summary of Accounting Policies

        Notes to Consolidated Financial Statements


(a)(2)  THE FOLLOWING EXHIBITS HAVE BEEN PREVIOUSLY FILED WITH THE COMMISSION
        AND ARE HEREBY INCORPORATED HEREIN BY REFERENCE THERETO.

          INDEX OF DOCUMENTS PREVIOUSLY FILED AS PART OF REGISTRATION STATEMENT
          ON FORM 10SB FILED WITH THE COMMISSION ON NOVEMBER 21, 1996:

Exhibit
Number              Description of Document
------              -----------------------
  2.1     Restated Articles of Incorporation filed on February 6, 1996.

  2.2     By-laws of American Blood Institute, Inc. (now known as SeraCare,
          Inc.) dated June 10, 1992.

  3.1     Certificate of Designation of Series A Preferred Stock filed on July
          10, 1996.

  6.1     Employment Agreement dated February 5, 1996 between the Company and
          Barry D. Plost

  6.2     Employment Agreement dated November 14, 1995 between the Company and
          Jerry L. Burdick

  6.3     Employment Agreement dated November 14, 1995 between the Company and


                                       28

<PAGE>

          Brian Olson

  6.4     Employment Agreement dated September 3, 1996 between the Company and
          Brad Rabe

  6.5     Consulting Agreement dated July 2, 1996 between the Company and Samuel
           Anderson

  6.6     Bridge Note Agreement dated July 2, 1996 between the Company and Barry
          D. Plost

  6.7     Bridge Note Agreement dated July 17, 1996 between the Company and
          Barry D. Plost

  6.8     Bridge Note Agreement dated July 2, 1996 between the Company and
          Samuel Anderson.

  6.9     Asset Purchase Agreement dated September 3, 1996 between the Company
          and Brad Rabe

  6.10    Asset Exchange Agreement dated July 2, 1996 between the Company and
          Silver State Plasma Products, Inc.

  6.10(a) Note payable dated July  2, 1996 between the Company and Silver State
          Plasma Products, Inc.

  6.11    Amended and Restated Loan Agreement between the Company and CVD
          Financial Corporation.

  6.11(a) Note payable dated February 6, 1996 between the Company and  CVD
          Financial Corporation

  6.12    Contract for Exchange of Corporate Stock date July 9, 1996 between the
          Company and Mr. Burt H. McGhee

  6.13    Series A Warrant Agreement dated September 4, 1996.

  6.14    Series A Warrant Agreement dated October 23, 1996.

  6.15    Registration Rights Agreement dated September 4, 1996.

  6.16    Registration Rights Agreement dated October 23, 1996.

  6.17    Dealer Warrant Agreement dated September 4, 1996.

  6.18    Dealer Registration Rights Agreement September 4, 1996.

  6.19    Motion for Order Confirming Third Amended Joint Plan of Reorganization
          of American Blood Institute, Inc., AVRE, Inc. and Binary Associates,
          Inc. dated January 24, 1996.

  6.19(a) Order Confirming Third Amended Joint Plan of Reorganization of
          American Blood Institute, Inc., AVRE, Inc. and Binary Associates, Inc.
          dated and filed January 24, 1996.

  10.1    Subsidiaries of Registrant


(b)  REPORTS ON FORM 8 - K

          On March 3, 1997, the Company filed  a Current Report on Form - 8K
with respect to a material contract between the Company and North American
Biologicals, Inc. ("NABI") for plasma from startup  plasma collection centers
established or to be established in Clearfield, Utah; Raleigh, North Carolina;
Macon, Georgia; Pasco, Washington; and Toledo, Ohio.  Included with such filing
was a copy of the agreement relating to the Clearfield, Raleigh and Macon
locations.


                                       29

<PAGE>

                                GLOSSARY OF TERMS

ALBUMIN             A large molecule found in abundance in plasma which assists
                    in maintaining the body's fluid levels.

ANTIBODY            A protein molecule produced in response to a specific
                    foreign substance to which the antibody may bind and destroy
                    to protect the body from foreign invasion.

ANTIGEN             A foreign substance such as a virus, bacteria or toxin which
                    stimulates the production of antibodies.

CLOTTING FACTORS    A series of protein substances involved in the clotting
                    processes.  The most frequently used are referred to as
                    Factors VIII and IX.

CYTOMEGALOVIRUS     A virus commonly infecting various populations, resulting in
                    flu-like symptoms and the development of CMV antibodies in
                    an otherwise healthy person. If it infects a person with a
                    compromised immune system, it has much more severe
                    consequences, including causing death.

HEMOPHILIA          Any of several blood-coagulation disorders in which the
                    blood fails to clot normally because of a deficiency or an
                    abnormality of one of the clotting factors.

HEPATITIS           Inflammation of the liver caused by infectious or toxic
                    agents and characterized by jaundice, fever, liver
                    enlargement and abdominal pain. There are various forms of
                    viral hepatitis, including hepatitis A, B, and C, which
                    cause different disease conditions.

HIV                 Human Immunodeficiency Virus, a virus that causes AIDS.

IMMUNE GLOBULINS    A group of proteins which contains antibodies.

ORPHAN DRUG STATUS  A designation given by FDA  to a drug which treats
                    relatively rare diseases or diseases affecting fewer than
                    200,000 persons in the United States at the time of the
                    application for such status. The company to first receive
                    orphan drug status and receive FDA marketing approval is
                    entitled to a seven-year exclusive marketing period in the
                    United States.

PLASMA              Liquid portion of blood which contains various proteins, as
                    distinguished from formed elements of the blood such as red
                    blood cells, white blood cells and platelets. Plasma also
                    contains antibodies.

PLASMAPHERESIS      A process in which plasma is removed from whole blood and
                    the remaining components of the whole blood are returned to
                    the donor.

PLATELETS           Cells in blood which promote blood clotting.

RED BLOOD CELLS     Principal cell found in whole blood, containing hemoglobin,
                    the primary carrier of oxygen to the body.

SOURCE PLASMA       The proper name of a product defined as a liquid portion of
                    human blood collected by plasmapheresis meeting the FDA
                    criteria or "source plasma"


                                       30

<PAGE>

                    and intended as source material for further manufacturing
                    use. Source plasma is sometimes referred to as normal
                    plasma.

SPECIALTY PLASMA    Plasma collected to provide specific antibodies to
                    manufacture immune globulins for specific diseases or
                    collected according to special specifications for further
                    manufacturing either into therapeutic or diagnostic
                    products.

WHITE BLOOD CELLS   Several types of specialized cells found in whole blood that
                    are a critical part of the defense of the body against
                    disease and infections.


                                       31

<PAGE>

                                   SIGNATURES


In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                 SERACARE, INC.
                                  (Registrant)

Dated May 28, 1997                 By:  /s/    Barry D. Plost
                                        ------------------------------
                                        Barry D. Plost, President & CEO

                                   By:  /s/    Jerry L. Burdick
                                        ------------------------------
                                        Jerry L. Burdick
                                        Principal  Accounting and
                                        Finance Officer

In accordance with Section 12 of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Company and in
the capacities and on the dates indicated.

SIGNATURES                    TITLE                         DATE
----------                    -----                         ----

/s/ BARRY D. PLOST       CHAIRMAN OF THE BOARD AND CEO      MAY 28, 1997
----------------------
BARRY D. PLOST

/s/  JERRY L. BURDICK    EXECUTIVE VICE PRESIDENT AND CFO   MAY 28, 1997
----------------------
JERRY L. BURDICK

/s/  SAMUEL ANDERSON     DIRECTOR                           MAY 28, 1997
----------------------
SAMUAL ANDERSON

/s/  SUSAN PRESTON       DIRECTOR                           MAY 28, 1997
----------------------
SUSAN PRESTON

/s/  EZZAT JALLAD        DIRECTOR                           MAY 28, 1997
----------------------
EZZAT JALLAD

/s/ DR. NELSON TENG      DIRECTOR                           MAY 28, 1997
----------------------
DR. NELSON TENG


                                       32

<PAGE>

                                    PART F/S




                         SERACARE, INC. AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS




Report of Independent Certified Public Accountants                            34


Consolidated Financial Statements

     BALANCE SHEETS                                                           35

     STATEMENTS OF OPERATIONS                                                 37

     STATEMENTS OF SHAREHOLDERS' EQUITY                                       39

     STATEMENTS OF CASH FLOWS                                                 40


Summary of Accounting Policies                                                43


Notes to Consolidated Financial Statements                                    48


                                       33

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


THE BOARD OF DIRECTORS AND STOCKHOLDERS
SERACARE, INC.

WE HAVE AUDITED THE ACCOMPANYING CONSOLIDATED BALANCE SHEETS OF SERACARE, INC.
(REORGANIZED COMPANY) AND SUBSIDIARIES AS OF FEBRUARY 28, 1997 AND FEBRUARY 29,
1996 AND THE RELATED CONSOLIDATED STATEMENTS OF OPERATIONS, STOCKHOLDERS'
EQUITY, AND CASH FLOWS FOR THE YEAR ENDED FEBRUARY 28, 1997 AND FOR THE PERIOD
FEBRUARY 6, 1996 TO FEBRUARY 29, 1996.  WE HAVE ALSO AUDITED THE CONSOLIDATED
STATEMENTS OF OPERATIONS, STOCKHOLDERS' EQUITY AND CASH FLOWS OF AMERICAN BLOOD
INSTITUTE, INC. (PREDECESSOR COMPANY) FOR THE PERIOD MARCH 1, 1995 TO FEBRUARY
5, 1996.  THESE FINANCIAL STATEMENTS ARE THE RESPONSIBILITY OF THE COMPANY'S
MANAGEMENT.  OUR RESPONSIBILITY IS TO EXPRESS AN OPINION ON THESE FINANCIAL
STATEMENTS BASED ON OUR AUDITS.

WE CONDUCTED OUR AUDITS IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING
STANDARDS.  THOSE STANDARDS REQUIRE THAT WE PLAN AND PERFORM THE AUDIT TO OBTAIN
REASONABLE ASSURANCE ABOUT WHETHER THE FINANCIAL STATEMENTS ARE FREE OF MATERIAL
MISSTATEMENT.  AN AUDIT INCLUDES EXAMINING, ON A TEST BASIS, EVIDENCE SUPPORTING
THE AMOUNTS AND DISCLOSURES IN THE FINANCIAL STATEMENTS.  AN AUDIT ALSO INCLUDES
ASSESSING THE ACCOUNTING PRINCIPLES USED AND SIGNIFICANT ESTIMATES MADE BY
MANAGEMENT, AS WELL AS EVALUATING THE OVERALL PRESENTATION OF THE FINANCIAL
STATEMENTS.  WE BELIEVE THAT OUR AUDITS PROVIDE A REASONABLE BASIS FOR OUR
OPINION.

IN OUR OPINION, THE CONSOLIDATED FINANCIAL STATEMENTS REFERRED TO ABOVE PRESENT
FAIRLY, IN ALL MATERIAL RESPECTS, THE FINANCIAL POSITION OF SERACARE, INC.
(REORGANIZED COMPANY) AND SUBSIDIARIES AS OF FEBRUARY 28, 1997 AND FEBRUARY 29,
1996 AND THE RESULTS OF THEIR OPERATIONS AND THEIR CASH FLOWS FOR THE YEAR ENDED
FEBRUARY 28, 1997 AND FOR THE PERIOD FEBRUARY 6, 1996 TO FEBRUARY 29, 1996 AND
THE RESULTS OF OPERATIONS AND CASH FLOWS OF AMERICAN BLOOD INSTITUTE, INC.
(PREDECESSOR COMPANY) FOR THE PERIOD MARCH 1, 1995 TO FEBRUARY 5, 1996, IN
CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.



                                          /s/ BDO SEIDMAN, LLP


LOS ANGELES, CALIFORNIA
MAY 2, 1997


                                       34

<PAGE>

                         SERACARE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                       Reorganized Company
                                                               ----------------------------------
                                                                February 28,        February 29,
                                                                    1997                1996
                                                               --------------      --------------

<S>                                                              <C>                 <C>
ASSETS (Notes 1, 2, 4 and 5)

CURRENT ASSETS
  Cash and cash equivalents                                      $  544,077          $  580,476
  Accounts receivable                                               236,571             199,862
  Inventory                                                         342,504             279,758
  Prepaid expenses and other current assets                          62,269              33,572
                                                                -----------         -----------

Total current assets                                              1,185,421           1,093,668
                                                                -----------         -----------

PROPERTY AND EQUIPMENT, net (Note 3)                                890,153              71,840
                                                                -----------         -----------

LAND AVAILABLE FOR SALE                                              25,000              25,000

FDA LICENSES, less accumulated amortization
  of $26,250 and $0                                               1,321,745             900,000

DONOR BASE AND RECORDS, less accumulated
  amortization of $35,000 and $0                                    879,008             600,000

REORGANIZATION VALUE IN EXCESS OF AMOUNTS ALLOCATED
  TO IDENTIFIABLE ASSETS, less accumulated amortization
  of $53,022 and $2,374 (Note 2)                                    969,447             965,753

GOODWILL, less accumulated amortization of $16,434                  901,487                   -

OTHER ASSETS                                                        150,939              17,640
                                                                -----------         -----------

                                                                $ 6,323,200         $ 3,673,901
                                                                -----------         -----------
                                                                -----------         -----------
</TABLE>

            See accompanying summary of accounting policies and notes
                      to consolidated financial statements.


                                       35

<PAGE>

                         SERACARE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                       Reorganized Company
                                                               ----------------------------------
                                                                February 28,        February 29,
                                                                    1997                1996
                                                               --------------      --------------

<S>                                                             <C>                 <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                              $   605,492         $   723,951
  Accrued payroll and related expenses                              177,995             113,456
  Accrued expenses                                                  162,711             470,090
  Bridge loans from related parties (Note 4)                        197,500                   -
  Current portion of long-term debt (Notes 1 and 5)                 432,358             328,571
                                                                -----------         -----------

Total current liabilities                                         1,576,056           1,636,068
                                                                -----------         -----------

LONG-TERM DEBT (Notes 1 and 5)                                      678,484             821,429
                                                                -----------         -----------


SERIES A REDEEMABLE PREFERRED STOCK, 2,800 issued
 and outstanding (Notes 1, 6 and 7)                                 389,047                   -

COMMITMENTS (Notes 9, 11 and 12)

STOCKHOLDERS' EQUITY (Notes 1, 6, and 8)
  Common stock, $.001 par value, 25,000,000 shares
   authorized; 4,149,387 (including 718,764 to be
   issued) and 2,115,500 issued and outstanding                       4,149               2,115
  Additional paid-in capital                                      4,182,954           1,210,671
  Retained earnings (deficit)                                      (507,490)              3,618
                                                                -----------         -----------

Total stockholders' equity                                        3,679,613           1,216,404
                                                                -----------         -----------

                                                                $ 6,323,200         $ 3,673,901
                                                                -----------         -----------
                                                                -----------         -----------
</TABLE>


               See accompanying summary of accounting policies and
                   notes to consolidated financial statements.


                                       36

<PAGE>

                         SERACARE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                           Reorganized Company            Predecessor Company
                                                    --------------------------------     --------------------
                                                                          February 6,           March 1
                                                                             1996                1995
                                                      Year Ended            through             through
                                                     February 28,        February 29,         February 5,
                                                         1997                1996                1996
                                                     ------------        ------------        ------------

<S>                                                  <C>                 <C>                 <C>
NET SALES (Note 12)                                  $  6,661,679        $    510,148        $  6,159,376

COST OF SALES                                           6,148,820             446,253           5,397,095
                                                     ------------        ------------        ------------
GROSS PROFIT                                              512,859              63,895             762,281

GENERAL AND ADMINISTRATIVE EXPENSES                       674,199              47,050             793,934

NON-CASH GENERAL AND ADMINISTRATIVE
  EXPENSES RELATING TO THE IMPLEMENTATION
  OF AN ACCOUNTING STANDARD (Notes 6 and 8)                78,980                   -                   -
                                                     ------------        ------------        ------------
OPERATING INCOME (LOSS)                                  (240,320)             16,845             (31,653)

INTEREST EXPENSE                                         (208,255)            (10,727)                  -

NON-CASH INTEREST EXPENSE RELATING TO
  THE IMPLEMENTATION OF AN ACCOUNTING
  STANDARD (Note 4)                                      (100,000)                  -                   -

OTHER INCOME (EXPENSE)                                     53,467                   -             (30,408)
                                                     ------------        ------------        ------------
INCOME (LOSS) FROM OPERATIONS BEFORE
  REORGANIZATION ITEMS, INCOME TAXES,
  AND EXTRAORDINARY ITEM                                 (495,108)              6,118             (62,061)

REORGANIZATION ITEMS - PROFESSIONAL FEES                        -              (2,500)           (491,877)
                     - ADJUSTMENT OF NET
                       ASSETS TO FAIR VALUE                     -                   -             805,038
                                                     ------------        ------------        ------------

INCOME (LOSS) FROM OPERATIONS BEFORE
  INCOME TAXES AND EXTRAORDINARY ITEM                    (495,108)              3,618             251,100

STATE INCOME TAX EXPENSE (Note 10)                         16,000                   -                   -
                                                     ------------        ------------        ------------
INCOME (LOSS) BEFORE EXTRAORDINARY
  ITEM                                                   (511,108)              3,618             251,100
                                                     ------------        ------------        ------------
EXTRAORDINARY NET GAIN FROM DEBT
  DISCHARGE AND STEP-UP IN ASSETS
  FROM REORGANIZATION (Note 2)                                  -                   -           2,584,496
                                                     ------------        ------------        ------------
NET INCOME (LOSS)                                    $   (511,108)           $  3,618        $  2,835,596
                                                     ------------        ------------        ------------
                                                     ------------        ------------        ------------
</TABLE>

               See accompanying summary of accounting policies and
                   notes to consolidated financial statements.

                                       37

<PAGE>

                         SERACARE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (CONTINUED)


                                                  Reorganized Company
                                               ------------------------
                                                                  February 6,
                                                                     1996
                                            Year Ended              through
                                           February 28,          February 29,
                                               1997                  1996
                                           ------------          ------------

EARNINGS (LOSS) PER COMMON SHARE (A)        $      (.20)          $     .00
                                            -----------         -----------
                                            -----------         -----------

WEIGHTED AVERAGE NUMBER OF COMMON
  AND COMMON EQUIVALENT SHARES               2 ,509,042           2,115,500
                                            -----------         -----------
                                            -----------         -----------



(A)  The earnings (loss) per common share for the period March 1, 1995 through
     February 5, 1996 is not presented as the shares were determined on a
     different basis and therefore earnings (loss) per common share are not
     meaningful or comparative.

     See accompanying summary of accounting policies and notes to consolidated
     financial statements.



                                       38

<PAGE>

                         SERACARE, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                           Preferred Stock                               Common Stock
                                                        --------------------               ----------------------------------------
                                                                                                                   Class B
                                                                                                           ----------------------
                                                         Shares       Amount      Shares       Amount       Shares        Amount
                                                       -----------  ----------  ----------   ----------  ------------  ------------

<S>                                                    <C>          <C>         <C>          <C>         <C>           <C>
Balance, March 1, 1995                                     43,918      334,394           -   $        -     4,350,912    $    5,731
Net loss for period March 1, 1995 to
  February 5, 1996 before extinguishment
  of stockholders' equity                                       -            -           -            -             -             -
Extinguishment of stockholders' equity
  in connection with bankruptcy (Note 2)                  (43,918)    (334,394)          -            -    (4,350,912)       (5,731)
                                                       ----------   ----------  ----------   ----------    ----------    ----------

Balance, February 5, 1996                                       -            -           -            -             -             -
Common stock issued for:
  Conversion of debt (Note 6)                                   -            -     115,275          115             -             -
  Services (Note 6)                                             -            -     389,518          389             -             -
  Private placement (Note 6)                                    -            -   1,610,707        1,611             -             -

Net income for period February 6, 1996
  to February 29, 1996                                          -            -           -            -             -             -
                                                       ----------   ----------  ----------   ----------    ----------    ----------

Balance, February 29, 1996                                      -            -   2,115,500        2,115             -             -

Common stock issued or deemed to be issued for:
  Private placements, net of costs of $255,309 (Note 6)         -            -   1,653,333        1,653             -             -
  Conversion of debt (Note 6)                                   -            -     221,667          222             -             -
  Acquisition of plasma centers (Note 6)                        -            -     119,875          120             -             -
  Services (Note 6)                                             -            -      38,889           39             -             -
  Other                                                         -            -         123            -             -             -

Additional paid-in-capital relating to the implementation
  of accounting standards:
  Compensation expense related to non-employee
    stock options (Notes 6 and 8)                               -            -           -            -             -             -
  Issuance of options in conjunction with the
    original issue discount associated with
    the bridge loans (Note 4)                                   -            -           -            -             -             -

  Net loss for the year                                         -            -           -            -             -             -

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

Balance, February 28, 1997                                      -            -   4,149,387   $    4,149             -          $  -
                                                       ----------   ----------  ----------   ----------    ----------    ----------
                                                       ----------   ----------  ----------   ----------    ----------    ----------
</TABLE>

<TABLE>
<CAPTION>

                                                           Additional           Retained
                                                            Paid-In             Earnings
                                                             Capital           (Deficit)              Total
                                                         --------------      --------------      --------------

<S>                                                       <C>                <C>                 <C>
Balance, March 1, 1995                                    $  2,583,349       $  (5,759,070)      $  (2,835,596)
Net loss for period March 1, 1995 to
  February 5, 1996 before extinguishment
  of stockholders' equity                                                         (553,938)           (553,938)
Extinguishment of stockholders' equity
  in connection with bankruptcy (Note 2)                    (2,583,349)          6,313,008           3,389,534
                                                          ------------        ------------        ------------

Balance, February 5, 1996                                            -                   -                   -
Common stock issued for:
  Conversion of debt (Note 6)                                   77,789                   -              77,904
  Services (Note 6)                                            171,393                   -             171,782
  Private placement (Note 6)                                   961,489                   -             963,100

Net income for period February 6, 1996
  to February 29, 1996                                               -               3,618               3,618
                                                          ------------        ------------        ------------

Balance, February 29, 1996                                   1,210,671               3,618           1,216,404

Common stock issued or deemed to be issued for:
  Private placements, net of costs of $255,309 (Note 6)      2,223,038                   -           2,224,691
  Conversion of debt (Note 6)                                  332,278                   -             332,500
  Acquisition of plasma centers (Note 6)                       179,693                   -             179,813
  Services (Note 6)                                             58,294                   -              58,333
  Other                                                              -                   -                   -

Additional paid-in-capital relating to the implementation
  of accounting standards:
  Compensation expense related to non-employee
  stock options (Notes 6 and 8)                                 78,980                   -              78,980
  Issuance of options in conjunction with the
  original issue discount associated with
  the bridge loans (Note 4)                                    100,000                   -             100,000

  Net loss for the year                                              -            (511,108)           (511,108)
                                                          ------------        ------------        ------------

Balance, February 28, 1997                                $  4,182,954        $   (507,490)       $  3,679,613
                                                          ------------        ------------        ------------
                                                          ------------        ------------        ------------
</TABLE>

                See accompanying summary of accounting policies
                 and notes to consolidated financial statements.