<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDED FORM 10-KSB

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

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

                     For the period ended December 31, 1999
                         Commission file number 0-24165


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
     --------------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)



          NEVADA                                              93-1108124
----------------------------                             -------------------
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or                                      Identification No.)
organization)

 7504 DIPLOMAT DRIVE, SUITE 101, MANASSAS, VA                   20109
---------------------------------------------                ----------
(Address of principal executive offices)                     (Zip Code)

Issuer's Telephone number:   (703) 355-1957
                             --------------

Securities registered pursuant to Section 12(b) of the Act:

   Title of each class                 Name of each exchange on which registered
     Common Stock                                NASDAQ Bulletin Board
   -------------------                 -----------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                    ----------------------------------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filings requirements for the past 90 days.
Yes [X]     No [ ]

<PAGE>

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

         State issuer's revenues for its most recent fiscal year: $18,984,218

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. There was no market
value for the common stock within the last 60 days.


PART I
--------------------------------------------------------------------------------

ITEM 1.  DESCRIPTION OF BUSINESS

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

(a)      BUSINESS DEVELOPMENT

         Mid-Atlantic Home Health Network, Inc. was originally incorporated
under the laws of the State of Utah on December 28, 1979 as U-Can Resources,
Inc.

         On January 31, 1980, the Company commenced a public offering to
residents of the State of Utah of 7,500,000 shares of its common stock for a
total of $75,000. The public offering was made pursuant to the provisions of the
exemption from registration contained in Section 3(a)(11) of the Securities Act
of 1933, as amended. The Company filed with the Utah Securities Commission of
the State of Utah a Registration Statement under the Utah Uniform Securities Act
with respect to the shares of common stock which were offered. An Offering
Circular was used in connection with the offering, which was an exhibit to the
Registration Statement. The offering was completely sold.

         The Company changed its corporate domicile from Utah to Nevada by
merging with a Nevada corporation, which was effective as of February 24, 1993
in Utah and March 26, 1993 in Nevada. The provisions of the Merger Agreement
required a change of corporate name to Trinity Gas Corporation and a twenty-five
(25) for one (1) reverse split of the Company's common stock.

         On July 8, 1993, the Company changed its name to Petro-Sers Corporation
in order to not be confused with another corporation with a similar name.

                                        1

<PAGE>

         The Company did not conduct any business activities until December 9,
1994 when it executed an Exchange Agreement with Oak Springs Nursing Home
Limited Partnership for the acquisition of all of the outstanding stock of Hunt
Country Home Health, Inc., a Virginia corporation. As a result of this corporate
reorganization, Hunt Country Home Health, Inc. became a wholly owned subsidiary
of the Company.

         The Company changed its name to Mid-Atlantic Home Health Network, Inc.
It authorized two (2) classes of stock. The present authorized capitalization is
200,000,000 shares of Class A common stock and 10,000 shares of Class B common
stock. The common stock of the Company was exchanged on a share-for-share basis
for a share of the Class A common stock, par value one mill ($0.001) per share.
The Class A common stock, voting as a class, elects one-third of the Board of
Directors and the Class B common stock, voting as a class, elects two-thirds of
the Board. The consideration for the acquisition of all of the outstanding stock
of Hunt Country Home Health, Inc. was 20,474,628 shares of Class A common stock
and 10,000 shares of Class B common stock. This transaction was exempt from the
registration requirements of Section 5 of the Securities Act of 1933, as
amended, pursuant to the exemption contained in Section 4(2) of that Act.

         Mid-Atlantic is a regionally based home health and nurse staffing
company established to provide quality services and home medical products in a
cost-competitive manner to the Mid- Atlantic region. Since its acquisition of
Hunt Country Nursing Services and National Nurses Service in June of 1995 (See
Business of the Company), the majority of Mid-Atlantic's business has involved
the provision of nursing staff services to hospitals, nursing homes and other
facilities such as clinics, correctional facilities and schools, as well as
private duty nursing services.

         The Company has not been subject to bankruptcy, receivership or any
similar proceedings.

         The Company currently employs approximately 1800 employees, of which
800 are full-time employees. The Company's principal executive office is located
at 7504 Diplomat Drive, Suite 101, Manassas, Virginia 20109. The Company has
administrative offices at the following locations:

         528 Waterloo Road, Suite A-2        1807 Libbie Avenue, Suite 206
         Warrenton, Virginia  20186          Richmond, Virginia 23226

         607B Jefferson Davis Highway        2971 Valley Avenue
         Fredericksburg, Virginia  22401     Winchester, Virginia 22601

         8630 Fenton Street, Suite 200       10760B Ambassador Drive
         Silver Spring, MD 20910             Manassas, Virginia 20109

         10800 Midlothian Turnpike           Teakwood Office Park
         Suites 152 & 154                    1413 Teakwood Dr., Suite D
         Richmond, Virginia 23225            Tappahannock, Virgina 22560

         2731-C Prosperity Avenue, Suite C   4410 Ivy Commons
         Fairfax, Virginia 22031             Charlottesville, Virginia 22903

         101 Juliad Court
         Fredericksburg, Virginia 33406

                                        2

<PAGE>

(b)      BUSINESS OF THE ISSUER:

(1)      PRINCIPAL PRODUCTS AND SERVICES AND THEIR MARKETS

THE HOME HEALTH CARE BUSINESS OF THE COMPANY

         Mid-Atlantic is a regionally based home health company established to
provide nurse staffing services and home health and medical products in a
cost-competitive manner to the Mid- Atlantic region. Mid-Atlantic delivers care
to persons in a variety of settings, including private homes, hospitals and
nursing homes. Since its acquisition of Hunt Country Nursing Services and
National Nurses Service (see discussion below), the majority of Mid-Atlantic's
business has involved providing nursing staff for clinics, long-term care
facilities, hospitals and clinics, correctional facilities and schools. Services
are provided to persons of all ages and with all levels of health or health
related needs, varying from high technology interventions to companionship and
services. Mid-Atlantic carefully seeks and hires competent staff who participate
in continuing education programs. All of Mid-Atlantic's health care providers
are licensed and bonded. This assures the Company's dedication to quality,
consistent delivery state-of-the-art services with a caring approach.

         Mid-Atlantic provides medical equipment and supplies and
around-the-clock skilled nursing. Registered nurses, Licensed Practical Nurses
and Vocational Nurses, as well as Physical, Occupational, Speech and Respiratory
Therapists work under the direction of physicians in the setting of personal
homes.

         Mid-Atlantic provides its services through four entities. These
entities are wholly-owned subsidiaries.

HUNT COUNTRY HOME HEALTH

         In the Spring of 1995, the Company acquired Hunt Country Home Health,
Inc. from the Oak Springs Nursing Home Limited Partnership, the Company's
majority shareholder.

         Hunt Country Home Health performs approximately 1,150 home health
visits per month. With this case load, a wide spectrum of services requiring
basic skills to high tech skills are performed. Generally, the services provided
fall into the following program priorities:

         o        Essential physical care which may require frequent visits
                  including weekends, in the absence of which the patient might
                  otherwise require hospitalization or nursing home care.

                                        3

<PAGE>

         o        Patients in need of intravenous therapy, hyperalimentation,
                  blood transfusions or other intensive skilled nursing
                  modalities.

         o        Patients with open wounds which require dressing changes or
                  irrigations, in addition to frequent skilled assessment for
                  significant infections.

         o        Patients in need of rehabilitation services which can be
                  provided in the home and which can maximize the level of
                  functioning.

         o        In-home patients whose condition has deteriorated and who
                  would otherwise require hospitalization.

         o        Homebound patients in need of blood testing. The home care
                  nurse draws the blood, evaluates the patient and carries out
                  related teaching, which allows the physician to monitor the
                  patient's condition while he remains in the home.

         The Company's home health program provides skilled nursing, physical
therapy, occupational therapy, clinical social work, speech pathology and home
health aide services. These services form the basic framework of the traditional
home health services and disciplines which include skilled nursing for the
assessment, teaching and provision of care, physical therapy for ambulation and
muscle strengthening, occupation therapy for assisting persons to restore
functions in order to perform Activities of Daily Living ("ADL"), home health
aid for personal care and assistance in ADL's, speech therapy for restoration of
communication, and social services for assessment of, and assistance with,
emotional social problems interfering with the plan of care. These services are
provided to any appropriate referral. Visit duration is usually two hours or
less, two to three times per week.

         Most visits are made to patients experiencing heart disease, cancer,
diabetes, AIDS, fractures and strokes or who have wounds that are in need of
care.

         Hunt Country Home Health has a home office located in Manassas,
Virginia and additional offices located in Fredricksburg and Warrenton. In 1999,
over 13,900 home visits provided skilled nursing care, physical therapy,
occupational therapy, speech therapy, home health aide and medical social work.
Visit duration was usually two hours or less, two to three times per week.

CENTER FOR AMBULATORY AND HOME INFUSION SERVICES

         On March 1, 1995, the Company created a subsidiary known as Western
Pennsylvania Home Health Network, Inc. ("WPHHN"). WPHHN operated as a wholly
owned subsidiary until June 30, 1998 when it was sold for book value to Care
Connections of Pennsylvania, a corporation controlled by Phillip Warman, the
Company's Chairman and a general partner of the Corporation's majority

                                        4

<PAGE>


shareholder. On November 1, 1999, the Company acquired the Center for Ambulatory
and Home Infusion Sercvices (CAHIS) from Care Connections or Pennsylvania in a
non-cash transaction in exchange for settlement of inter-company indebtedness.
The total purchase price of $98,804 exceeded the fair market value of the assets
acquired less the liabilities assumed by $155,670. The excess consideration,
recorded as goodwill, represents the goodwill associated with CAHIS's position
in the durable medical equipment market.

         CAHIS provides durable medical equipment and supplies through its
offices in Frederichsburg and Charlotesville, Virginia. In addition, CAHIS has
establlished a web site, www.planetdiaper.com, for the sale of children's
diapers and adult briefs.

NATIONAL NURSES SERVICE, INC.

         On June 30, 1995, the Company acquired ATLIS Health Services, Inc.,
which then was doing business under the name National Nurses Service.
Mid-Atlantic maintained the corporate entity, but changed its name to National
Nurses Service, Inc. ("NNS").

         NNS has three offices in the Maryland-Washington, D.C. metropolitan
area, Fairfax and Richmond, Virginia areas. NNS is a leading provider of
supplemental staffing, including nursing, rehabilitative therapy and certified
nursing assistant services to hospitals, nursing homes, medical clinics,
correctional facilities, schools, and other governmental facilities. It is
certified by the Medicare and Medicaid programs in Virginia as a provider of
skilled and para-professional home health care services. NNS currently has an
active roster of more than 1,200 clinical employees from which to fill its
assignments.

HUNT COUNTRY NURSING SERVICES, INC.

         In connection with its acquisition of NNS, on June 30, 1995,
Mid-Atlantic acquired Hunt Country Nursing Services, Inc. ("HCNS") from its
majority shareholder, Oak Springs Nursing Home Limited Partnership. HCNS is a
private duty nursing company that provides professional nurses and nursing
assistants to patients in the home for 4 to 24 hours per day, 7 days per week.
HCNS is located in Northern and Central Virginia and generates approximately
$5.3 million in revenues per year. With NNS, HCNS comprises the majority of
services provided by the Company and a majority of the Company's revenue is
derived from the operations of NNS and HCNS.

(4)      COMPETITIVE BUSINESS CONDITIONS

         The Company is part of a highly competitive market for nurse staffing
and private duty nursing services. In addition, the Company is faced with a
market with a shortage of nursing personnel. As a result, the Company faces
competition not in gaining and retaining clients, but gaining and retaining
nursing personnel.

                                        5

<PAGE>

(5)      GOVERNMENTAL APPROVAL, REGULATION AND ENVIRONMENTAL COMPLIANCE

         The Company relies heavily on payments made by governmental entities
for the services provided by its certified home health entities. Medicare is the
largest single payer of home care services. Effective October 1, 2000, the two
certified Medicare Agencies owned and operated by the Company will be paid for
their services to Medicare beneficiaries by the Prospective Pay System (the
"PPS"). The PPS will replace the existing cost reimbursement system. Services
for designated home health care conditions will be paid a set amount
prospectively. Accordingly, it is unclear if the Company entities offering these
services will operate profitably under the amounts set for the services
provided. This line of business represents about 10% of the Company's revenues.
The PPS will impact Hunt Country Home Health. It will not impact Hunt Country
Nursing Services, Western Pennsylvania Home Health Network, Inc. and will have
minimal impact on National Nurses Service.

(6)      RISKS ASSOCIATED WITH OPERATIONS

         The risks associated herewith include the following: no assurance of
profitability from its operations; a potential future need for funds;
significant government regulations; reliance on current management; increase in
competition; a lack of a current market for the securities; and the
uncertainties associated with changes in the health care system. All decisions
with respect to the management of the Company are made exclusively by the
Company.

         Although the Company does not anticipate the accumulation of debts, in
the event of a dissolution and termination of the Company, the proceeds realized
from the liquidation of assets, if any, will be distributed to the shareholders
only after the satisfaction of claims of all creditors. Accordingly, the ability
of a shareholder to recover all or any portion of his investment under such
circumstances will depend on the amount of funds realized and the claims to be
satisfied.

(7)      EMPLOYEES AND FACILITIES

         As of March 31, 2000, the Company had approximately 1800 employees of
which 800 are full-time equivalent employees. None of the Company employees are
subject to a collective bargaining agreement and the Company believes its
relations with its employees are good.

(c)      REPORTS TO SECURITY HOLDERS

         Prior to filing its Form 10-SB, the Company had not been required to
deliver annual reports. To the extent that the Company is required to deliver
annual reports to security holders through its status as a reporting company,
the Company shall deliver annual reports. Also, to the extent the Company is
required to deliver annual reports by the rules or regulations of any exchange
upon which the Company's shares are traded, the Company shall deliver annual
reports. If the Company is not required to deliver annual reports, the Company
will not go the expense of producing and delivering such reports. If the Company
is required to deliver annual reports, they will contain audited financial
statements as required.

                                        6

<PAGE>

         Prior to the filing of its Form 10-SB, the Company had not filed
reports with the Securities and Exchange Commission. Now that the Company has
become a reporting company, it is required to file Forms 10K-SB, 10Q-SB, 8-K and
appropriate proxy materials as they come due. If the Company issues additional
shares, the Company may file additional registration statements for those
shares. The public may read and copy any materials the Company files with the
Securities and Exchange Commission at the Commission's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by call the Commission
at 1-800-SEC-0330. The Commission maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the Commission. The Internet address of
the Commission's site is (http://www.sec.gov).


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

ITEM 2.  DESCRIPTION OF PROPERTY

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

         Hunt Country Home Health owns approximately 1,000 square feet of office
space located at 7504 Diplomat Drive, Suite 101, Manassas, Virginia 20109 and at
10760 Ambassador Drive, Manassas, Virginia.

         The Company is not engaged in the business of investing in real estate
or real estate mortgages, however it does own its office at 7504 Diplomat Drive
in Manassas, Virginia and at 10760 Ambassador Drive, Manassas, Virginia.


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

ITEM 3.  LEGAL PROCEEDINGS

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

         The Company is not party to, and none of the Company's property is
subject to, any pending or threatened legal, governmental, administrative or
judicial proceeding except as described below:

         On or about December 2, 1998 the Company filed a complaint in the
Circuit Court of Hanover County, State of Virginia against Home Care Connections
and Bonnie James. In that action the Company alleged that while defendant James
was employed by the Company, the defendants acted together and wrongly
transferred patients from services provided by the Company to services provided
by defendant Home Care Connections. The Company seeks monetary damages of
$900,000. The action is pending.

         The Company is a defendant in a lawsuit for breach of contract that is
styled ATLIS SYSTEMS INC V. MID-ATLANTIC HOME HEALTH NETWORK, INC., No. 200383
filed in June of 1999 in the Circuit Court for Montgomery County, State of
Maryland. The plaintiff corporation purports to be the successor-in-interest to
Atlis Federal, Inc. On June 30, 1995, the Company acquired all of the stock

                                        7

<PAGE>

of Atlis Health Services, Inc., a wholly-owned subsidiary of Atlis Federal. As
part of the consideration of the acquisition, the Company agreed to deliver
500,000 shares of the Company's Common Stock to Atlis Federal and, on the third
anniversary of closing of the acquisition (June 30, 1998), to pay Atlis Federal
the difference, if any, between the fair value of such stock $800,000. The Stock
Purchase Agreement between the parties establishes a multi-part formula for
determining the fair value of the stock as of that date. The parties disagree
not only about the proper interpretation of the contract language but also
whether, as a result of Altis Federal's alleged breach of various disclosures
provisions of the agreement, the Company is obligated to make any payment at
all. The Complaint seeks damages in the amount of $787,000 (representing
plaintiff's view of the Company's liability to pay an adjusted purchase price
under the contract formula) plus an unspecified amount of attorneys fees and
costs under an indemnification provision of the agreement. The Company has
asserted claim in recoupment to plaintiff's claims that would, if successful,
reduce the amount of any adverse judgment significantly. This action is pending.

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

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

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

         The Company did not submit any matter to a vote of the shareholders in
the past calendar year 1999.


PART II
--------------------------------------------------------------------------------

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

Market Information:

         The Company's Class A Common Stock is traded on the Over The Counter
Bulletin Board system under the symbol "MAHN". The following table sets forth
the range of high and low bid prices for the Company's Common Stock for each
quarterly period indicated as reported by the NASDAQ's Historical Research
Department. Quotations reflect inter-dealer prices without retail markup,
markdown or commissions and may not represent actual trades.

                                       8
<PAGE>

                  Quarter Ended            High Bid          Low Bid
                  -------------            --------          -------

                March 31, 2000              $ 0.37          $ 0.125
                December 31, 1999           $ 0.25          $ 0.125
                September 30, 1999          $ 0.18          $ 0.125
                June 30, 1999               $ 0.25          $ 0.03125
                March 31, 1999              $ 0.03          $ 0.03125
                December 31, 1998           $ 0.03          $ 0.03125
                September 30, 1998          $ 0.03          $ 0.03125
                June 30, 1998               $ 0.06          $ 0.03125
                March 31, 1998              $ 0.06          $ 0.0625

         There is no market for the Company's Class B Common Stock.

HOLDERS:

         As of March 31, 2000, there were approximately 447 holders of record of
the Company's Class A Common Stock. All of the Company's 10,000 shares of its
authorized Class B Common Stock are issued and outstanding and owned by one (1)
shareholder, Oak Springs Nursing Home Limited Partnership.

DIVIDENDS:

         The Company has never paid cash dividends on its stock and does not
intend to do so in the foreseeable future. The Company currently intends to
retain its earnings for the operation and expansion of its business. The
Company's continued need to retain earnings for operations and expansion are
likely to limit the Company's ability to pay dividends in the future.

OPTIONS AND WARRANTS.

         There are no outstanding options or warrants to purchase additional
stock. The Company had an incentive stock option plan that included
substantially all officers and key employees. The Series C options which expired
in 1998 originally had an exercise price of $1 per share. The Company
subsequently reduced the option price to $.50 per share. Certain of these
options were exercised and the amount due was financed by the Company through
notes bearing interest at 8%. The unpaid balance of outstanding notes receivable
for stock purchases is shown as a reduction of stockholders' equity in the
Company's financial statements.

RECENT SALES OF UNREGISTERED SECURITIES

         On or about March 25, 1999, the Company issued 5,000 shares of its
capital stock to Dennis Light as a yearly bonus for his services in 1998. Such
shares were valued at $0.25 per share. Such shares were issued pursuant to the
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.

                                       9
<PAGE>

         On or about March 31, 2000, the Company issued 15,000 shares of its
capital stock to Dennis Light as a yearly bonus for his services in 1999. Such
shares were valued at $0.25 per share. Such shares were issued pursuant to the
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.


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

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

         Statements contained herein that are not historical facts are
forward-looking statements as that term is defined by the Private Securities
Litigation Reform Act of 1995. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, the
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ from those projected. The Company cautions
investors that any forward- looking statements made by the Company are not
guarantees of future performance and that actual results may differ materially
from those in the forward-looking statements. Such risks and uncertainties
include, without limitation: well established competitors who have substantially
greater financial resources and longer operating histories, regulatory delays or
denials, ability to compete as a start-up company in a highly competitive
market, and access to sources of capital.

         Mid-Atlantic Home Health Network, Inc. (MAHN) is a holding company of
four corporate entities: National Nurses Service, Inc.; Hunt Country Home
Health, Inc.; Hunt Country Nursing Services, Inc., and The Center for Ambulatory
and Home Infusion Services. An analysis of consolidated operations as well as
each of these entities is depicted below.

MID-ATLANTIC HOME HEALTH NETWORK, INC. (MAHN)

CONSOLIDATED FINANCIAL POSITION

         The Company's consolidated total assets were $6,451,159 at December 31,
1999 versus $5,165,676 at December 31, 1998. The 24.8% increase in total assets
was due principally to increases in accounts receivable as a result of the
Company's 29% increase in revenue.

         Liquidity, as represented by working capital (current assets less
current liabilities), increased from approximately $1,089,000 to $1,388,000 at
December 31, 1999. The Company feels that its current and anticipated liquidity
will be sufficient to fund future operations.

         The Company finances a portion of its account receivable with a lender
under terms of an agreement that advances up to 80% of qualified accounts
receivable. At December 31, 1999 advances secured by accounts receivable totaled
approximately $2,993,000

                                       10
<PAGE>

         Due to the nature of the Company's operations, property and equipment
are not a significant factor in planning future operational needs. At both
December 31, 1999 and 1998 the company's net investment in property and
equipment was less than 5% of total assets.

CONSOLIDATED RESULTS OF OPERATIONS

         Revenues for the year ended December 31, 1999 were approximately
$18,984,000 a 29% increase over December 31, 1998 revenues of approximately
$14,698,000.

         Costs related to patient care rose to approximately $14,404,000 an
increase of 32% over the previous year total of $10,783,000. These increases
were offset by controls over general and administrative expenses. General and
administrative expenses totaled approximately $3,494,000 for the year ended
December 31, 1999 an increase of 2.4% over the prior period.

         Income before taxes increased to $609,017 in 1999 versus $7,839 in 1998

         In addition, interest expenses increased $89,000 or 26 percent over
1998. The increase in this cost category was not equal to the increase in the
volume of business transacted.

         Earnings per common share totalled .03 in 1999 versus .001 in 1998.

HEALTH CARE TRENDS

         The following is a table of the Company's approximate operating
revenues for the years 1995 through 1999.

                                     Percentage change
                                       From the prior
                         Revenue           year

           1995          9,983,000
           1996         14,269,000         42.9%
           1997         13,740,000         -3.7%
           1998         14,698,000          6.9%
           1999         18,984,000         29.2%


         The Company has, as described elsewhere in this annual report on Form
10-KSB, positioned itself to benefit from changing trends in the market for
health care services.

         Management anticipates continued and increased demand for the Company's
staffing, private duty nursing services, durable medical equipment and supplies,
and home health services. MAHN does not face difficulties in the marketing of
its services. Its challenges are in the recruitment of sufficient nursing
personnel to meet the demands for its nursing care services.

                                       11
<PAGE>

         MAHN expanded its services in 1999 by opening up office locations in
Winchester and Manassas, Virginia. It also acquired the durable medical
equipment operations of The Center for Ambulatory and Home Infusion Services. In
early 2000, it furthered this expansion by opening up nurse staffing and private
duty outlets in Fairfax and Charlottesville, Virginia. In addition, it
established a pediatric durable medical equipment service in Charlottesville.

         The additional outlets for nurse staffing and private duty nursing have
provided greater ease in recruitment. At the same time, continued centralization
of general and administrative functions have resulted in greater productivity.
This combination of increasing the numbers of distribution points in the
Mid-Atlantic while centralizing overhead functions will continue in the Year
2000.

NATIONAL NURSES SERVICE, INC. (NNS)

OPERATING REVENUES:
-------------------

         Operating revenues for the fiscal year 1999 totalled $12,478,000 versus
$10,809,000 in 1998 for our nurse staffing company. The revenue increase of
$1,669,000 represents a 15 percent increase. NNS continues to experience greater
demand for its nursing personnel from hospitals, clinics, nursing homes,
schools, and correctional facilities. As the age wave continues to impact the
population, and the shortage of nursing personnel persists, we anticipate
continued strong demand for nurse staffing. A new nurse staffing outlet was in
January, 2000, added in Vienna, Virginia to complement the outlet in Richmond,
Virginia and Silver Spring, Maryland.

OPERATING EXPENSES:
-------------------

         Total operating expenses for fiscal year 1999 was $11,812,000 versus
$10,279,000 in the prior year. This represents an increase of $1,533,000 or 14.9
percent. Operating expenses expressed as a percentage of operating revenues
remained reasonably stable at 94.7 percent in 1999 versus 95.1 in 1998.

         The operating income before taxes of NNS improved for fiscal year 1999.
In 1999, NNS had $667,000 in operating income versus $529,000 in 1998---a 26
percent increase. The increased profitability is primarily due to increased
revenues with slight improvements in its overhead costs as a percentage of
sales.

HUNT COUNTRY NURSING SERVICES, INC. (HCNS)

OPERATING REVENUES:
-------------------

         Hunt Country Nursing Services, Inc., our private duty nursing company,
had significant revenue growth in fiscal year 1999. Operating revenues totaled
$5,297,000 versus $2,628,000 a year ago; the increase of $2,669,000 is slightly
in excess of double the prior year operating revenues (101.6% increase).

                                       12
<PAGE>

         The increase in revenues is substantially due to increased recruitment
and marketing efforts as well as the opening of additional outlets, which is
helpful for recruitment purposes. At this time, private duty nursing offices are
located in Richmond, Fredericksburg, Warrenton, Winchester, Tappahannock,
Manassas, and Vienna, Virginia. An office in Charlottesville is scheduled to
open in May, 2000.

OPERATING EXPENSES:
-------------------

         Operating expenses for HCNS increased to $5,173,000 in 1999 versus
$2,767,000 in 1998. The 87 percent increase in expenses is favorable as compared
to the 101.6 percent increase in operating revenues. Profit margins improved for
this company as total salaries, as a percentage of revenues, declined from 79.3
percent in 1998 to 75.3 percent in 1999.

INCOME/LOSS:
------------

         HCNS generated a profit of $124,000 for fiscal year 1999 as compared to
a loss of $138,000 in 1998.

         This company continues to expect revenue and income growth, and further
expansion through the Mid-Atlantic.


HUNT COUNTRY HOME HEALTH, INC. (HCHH)

OPERATING REVENUES:
-------------------

         The operating revenues for fiscal year 1999 for this Medicare Certified
home health agency totalled $1,184,000, which is a 59 percent increase over the
prior year. The increase of $441,000 is due to greater demand in our Warrenton
and Fredericksburg sites.

OPERATING EXPENSES:
-------------------

         Operating expenses increased from $950,000 in 1998 versus $1,164,000 in
1999.

                                       13
<PAGE>

INCOME/LOSS:
------------

         In fiscal year 1999, HCHH experienced income of $20,000 versus a loss
of $206,000 in 1998. This company made major improvements in its bottom line
through major adjustments to new Medicare regulations that impacted this company
in 1998. It is now planning to make adjustments to meet the requirements of the
Prospective Pay System scheduled to begin in October, 2000.

THE CENTER FOR AMBULATORY AND HOME INFUSION SERVICES (CAHIS)

         MAHN acquired this entity from the main shareholder, Oak Springs
Nursing Home Limited Partnership (OSNHLP), November 1, 1999. The focus of the
acquisition is the durable medical equipment business which is complemented by
the vast amount of home health and private duty nursing services provided in the
State of Virginia.

         This company earned $30,000 in 1999 prior to acquisition. It is
anticipated that MAHN will close the legal entity (The Center for Ambulatory and
Home Infusion Services) and provide durable medical equipment services from its
HCNS entity. Further, management anticipates expansion of durable medical
equipment sales in Virginia in 2000.

         A new supply service, www.planetdiaper.com, will be available in the
second quarter of 2000. The service will offer it products, children's diapers
and adult briefs for sale of the internet.

OPERATING REVENUES:
-------------------

         The operating revenues for CAHIS for November through December 1999
totaled $50,845.

OPERATING EXPENSES
------------------

         Total operating expense for CAHIS for November through December 1999
can to $65,569.

PROFIT /LOSS
------------

         CAHIS operated at a loss for the two months period of operations in
1999. That loss can to approximately $15,000.

                                       14
<PAGE>

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

ITEM 7.  FINANCIAL STATEMENTS

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


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                          CONSOLIDATED FINANCIAL REPORT

                                DECEMBER 31, 1999




                                       15

<PAGE>


                                 C O N T E N T S



                                                                          Pages

INDEPENDENT AUDITORS' REPORT                                                 17

FINANCIAL STATEMENTS

  Consolidated balance sheets                                          18 and 19

  Consolidated statements of income                                           20

  Consolidated statements of stockholders' equity                             21

  Consolidated statements of cash flows                                       22

  Notes to consolidated financial statements                             23 - 30


                                       16

<PAGE>


                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors
Mid-Atlantic Home Health Network, Inc.
  and Subsidiaries


         We have audited the accompanying consolidated balance sheets of
Mid-Atlantic Home Health Network, Inc. and Subsidiaries (the Company), as of
December 31, 1999 and 1998, and the related consolidated statements of income,
stockholders' equity and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated 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 audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Mid-Atlantic Home Health Network, Inc. and Subsidiaries as of December 31, 1999
and 1998, and the results of their operations and their cash flows for the years
then ended in conformity with generally accepted accounting principles.

         As discussed in Note 11, the Company may be liable for additional
amounts related to a potential purchase price adjustment of a previously
acquired subsidiary. The ultimate amount, if any, of the adjustment cannot be
determined; however, management is of the opinion that it will not have a
material effect on the Company's financial position.


/s/ Eggleston Smith P.C.


March 24, 2000


                                       17

<PAGE>




                              FINANCIAL STATEMENTS

                                   YEARS ENDED

                           DECEMBER 31, 1999 AND 1998






                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                           December 31, 1999 and 1998


                                                      1999             1998
                                                ---------------  ---------------
        ASSETS

CURRENT ASSETS
 Cash and cash equivalents                      $      548,889   $      816,294
 Accounts receivable, net of allowances of
  $106,240 in 1999 and $43,371 in 1998               4,278,363        2,998,489
 Due from affiliates                                   273,343          228,805
 Prepaid expenses and other current assets             187,760          157,449
 Deferred tax asset                                     72,000           37,000
                                                ---------------  ---------------

          Total current assets                       5,360,355        4,238,037
                                                ---------------  ---------------

PROPERTY AND EQUIPMENT, net                            278,779          253,221
                                                ---------------  ---------------

OTHER ASSETS
 Goodwill, net of accumulated amortization of
  $269,156 in 1999 and $222,351 in 1998                781,239          671,360
 Other assets                                           30,786            3,058
                                                ---------------  ---------------

          Total other assets                           812,025          674,418



                                                ---------------  ---------------
          Total assets                          $    6,451,159   $    5,165,676
                                                ===============  ===============


See Notes to Consolidated Financial Statements.


                                       18

<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                           December 31, 1999 and 1998


                                                      1999             1998
                                                ---------------  ---------------
   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Current maturities of long-term debt           $       16,393   $       15,988
 Notes payable                                       2,993,081        2,606,175
 Accounts payable                                      325,605          152,724
 Accrued salaries and related employee benefits        397,881          255,220
 Other current liabilities                             164,270          119,162
 Income taxes payable                                  125,090                -
                                                ---------------  ---------------

          Total current liabilities                  4,022,320        3,149,269

LONG-TERM DEBT, net of current maturities              294,123          306,739
                                                ---------------  ---------------

          Total liabilities                          4,316,443        3,456,008
                                                ---------------  ---------------

STOCKHOLDERS; EQUITY
 Common stock, Class A, $.001 par value,
  200,000,000 shares authorized
  12,621,202 shares issued and
  outstanding                                           12,621           12,621
 Common stock, Class B, $.001 par value,
  10,000 shares authorized, issued and
  outstanding                                               10               10
 Preferred stock, $1 par value, 5,000,000
  shares authorized, 10,000 shares issued
  and outstanding                                       10,000           10,000
 Additional paid-in capital                          1,103,485        1,103,485
 Retained earnings                                   1,197,850          772,802
                                                ---------------  ---------------
                                                     2,323,966        1,898,918
 Stock subscriptions receivable                       (189,250)        (189,250)
                                                ---------------  ---------------

          Total stockholders' equity                 2,134,716        1,709,668
                                                ---------------  ---------------

          Total liabilities and stockholders'
           equity                               $    6,451,159   $    5,165,676
                                                ===============  ===============


                                       19

<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                           December 31, 1999 and 1998


                                                      1999             1998
                                                ---------------  ---------------

REVENUES                                        $   18,984,218   $   14,698,133
                                                ---------------  ---------------

EXPENSES
 Patient care costs                                 14,403,802       10,873,185
 General and administrative                          3,494,086        3,411,951
 Amortization                                           52,997           70,338
 Interest expense, net                                 424,316          334,823
                                                ---------------  ---------------

          Total expenses                            18,375,201       14,690,297
                                                ---------------  ---------------

          Income before income taxes                   609,017            7,836

PROVISION FOR INCOME TAXES                             182,769                -
                                                ---------------  ---------------

          Net income                            $      426,248   $        7,836
                                                ===============  ===============

EARNINGS PER COMMON SHARE                       $          .03   $            -
                                                ===============  ===============


See Notes to Consolidated Financial Statements.


                                       20

<PAGE>

<TABLE>

                                    MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                               AND SUBSIDIARIES

                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                    Years Ended December 31, 1999 and 1998

<CAPTION>

                                                                              Additional                   Stock
                                        Common Stock            Preferred      Paid-In      Retained    Subscriptions
                                     Class A       Class B        Stock        Capital      Earnings      Receivable      Total
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S>                                     <C>               <C>       <C>     <C>           <C>           <C>           <C>

Balance, January 1, 1998                12,621            10        10,000  $  1,103,485  $    766,166  $   (189,250) $  1,703,032

 Dividend on preferred stock                 -             -             -             -        (1,200)            -        (1,200)
 Net income                                  -             -             -             -         7,836             -         7,836
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
Balance, December 31, 1998              12,621            10        10,000     1,103,485       772,802      (189,250)    1,709,668

 Dividend on preferred stock                 -             -             -             -        (1,200)            -        (1,200)
 Net income                                  -             -             -             -       426,248             -       426,248
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
Balance, December 31, 1999              12,621            10        10,000  $  1,103,485  $  1,197,850  $   (189,250) $  2,134,716
                                  ============= ============= ============= ============= ============= ============= =============
</TABLE>


See Notes to Consolidated Financial Statements.


                                       21

<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           December 31, 1999 and 1998


                                                      1999             1998
                                                ---------------  ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                     $      426,248   $        7,836
 Adjustments to reconcile net income
  to net cash used in operating activities:
    Depreciation                                        21,365           17,307
    Amortization                                        47,805           68,718
    Deferred taxes                                     (35,000)          (3,000)
    Changes in assets and liabilities:
     Accounts receivable                            (1,279,874)        (214,810)
     Due from affiliates                              (200,298)         (74,807)
     Prepaid expenses and other current assets         (30,311)         (86,539)
     Accounts payable                                  172,881          (53,190)
     Accrued salaries and related employee
      benefits                                         142,661          (68,045)
     Income taxes payable                              125,090                -
     Other current liabilities                          45,108          (35,241)
     Other assets                                      (29,652)           1,258
                                                ---------------  ---------------

          Net cash used in operating activities       (593,977)        (440,513)
                                                ---------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchases of property and equipment                   (46,923)         (10,425)
                                                ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Changes in notes payable                              386,906          701,658
 Repayment of long-term debt                           (12,211)         (11,925)
 Dividend paid on preferred stock                       (1,200)          (1,200)
                                                ---------------  ---------------

          Net cash provided by financing
           activities                                  373,495          688,533
                                                ---------------  ---------------

          Net increase (decrease) in cash
           and cash equivalents                       (267,405)         237,595

CASH AND CASH EQUIVALENTS
 Beginning                                             816,294          578,699
                                                ---------------  ---------------

 Ending                                         $      548,889   $      816,294
                                                ===============  ===============


See Notes to Consolidated Financial Statements.


                                       22

<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998


NOTE 1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION. The consolidated financial statements include the
         accounts of Mid-Atlantic Home Health Network, Inc. (MAHN) and its
         subsidiaries (collectively referred to herein as the Company). The
         subsidiaries include Western Pennsylvania Home Health Network, Inc.
         (Western Pennsylvania), Hunt Country Nursing Services, Inc. (Hunt
         Country Nursing), Hunt Country Home Health, Inc. (Home Health), Altis
         Federal Services d/b/a National Nurses Services, Inc. and the Center
         for Ambulatory and Home Infusion Services, Inc. (CAHIS).

         The Company acquired the Center for Ambulatory and Home Infusion
         Service as of November 1, 1999, in a non-cash transaction from an
         affiliate. The results of operations for CAHIS are included in the
         consolidated financial statements from that date.

         Western Pennsylvania was sold for book value on June 30, 1998, and the
         1998 financial statements include the results of its operation until
         the date of sale. Revenues during the six-month period were
         approximately $167,000 and losses from operations were approximately
         $39,000.

         Approximately 80% of MAHN's outstanding shares are owned by Oak Springs
         Nursing Home Limited Partnership (Oak Springs).

         The Company is engaged in the business of providing integrated home
         health services with an emphasis in providing nursing staff services to
         hospitals, nursing homes and other facilities. The Company operates in
         Virginia, Maryland, the District of Columbia and Pennsylvania.

         BASIS OF CONSOLIDATION. All significant intercompany accounts and
         transactions have been eliminated.

         NET REVENUES. Net revenues are reported at the estimated net realizable
         amounts from patients, third party payers, and others for services
         rendered, including estimated retroactive adjustments under
         reimbursement agreements with third party payers. Revenue received
         under third-party agreements is subject to audit. Any adjustments as a
         result of these audits are reflected in current operations.
         Approximately 9% and 11% of the Company's net revenues for the years
         ended December 31, 1999 and 1998, respectively, were from participation
         in Medicare and state Medicaid programs. In addition, approximately 59%
         and 33% of the Company's net revenues for the years ended December 31,
         1999 and 1998, respectively, was from contracts with state and local
         governmental correctional facilities, including the Commonwealth of
         Virginia and the District of Columbia.

         At December 31, 1999 and 1998, 3% and 8%, respectively, of net accounts
         receivable were due from Medicare and Medicaid. The ability of payers
         to meet their obligations depends upon their financial stability,
         future legislation and regulatory actions.

                                                                     (Continued)


                                       23

<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998


NOTE 1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

         The Company does not believe there are any significant credit risks
         associated with receivables from Medicare and Medicaid.

         PROPERTY AND EQUIPMENT. Property and equipment is recorded at cost. The
         cost and the related accumulated depreciation are removed from the
         accounts in the year the related asset is sold or retired. Depreciation
         is computed using the straight-line method over the estimated economic
         lives of the assets, commencing at the time the assets are placed into
         service.

         CASH AND CASH EQUIVALENTS. Cash and cash equivalents include cash on
         hand and in the bank as well as any investment purchased with an
         original maturity of three months or less. The Company maintains its
         cash in bank deposit accounts which, at times, may exceed federally
         insured limits. The Company has not experienced any losses in such
         accounts. Cash equivalents are carried at cost which approximates fair
         value.

         Under the Company's cash management system, checks issued but not yet
         presented to banks frequently result in overdraft balances for
         accounting purposes. The overdraft balances have been netted with
         positive balances and are classified as "cash and cash equivalents" in
         the consolidated balance sheet.

         GOODWILL AND OTHER ASSETS. Goodwill arises from acquisitions and
         represents the excess of purchase price over identifiable acquired net
         assets, and is amortized on a straight-line basis over 20 years. Other
         assets principally consist of the estimated value of the assembled
         workforce and capitalized fees related to other long-term agreements
         and transactions. Other assets are amortized on a straight-line basis
         over a period of 3 to 5 years.

         INCOME TAXES. The income tax provision includes federal and state
         income taxes both currently payable and deferred because of differences
         between financial reporting and tax bases of assets and liabilities.
         Deferred tax assets and liabilities are measured using the enacted tax
         rates and laws that will be in effect when necessary to reduce deferred
         tax assets to the amounts expected to be realized.

         USE OF ESTIMATES. The preparation of financial statements in conformity
         with generally accepted accounting principles requires management to
         make estimates and assumptions that affect the reported amounts of
         assets and liabilities and disclosure of contingent assets and
         liabilities at the date of the financial statements and the reported
         amounts of revenues and expenses during the reporting period. Actual
         results could differ from those estimates.

                                                                     (Continued)


                                       24

<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998


NOTE 1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Concluded)

         STOCKHOLDERS' EQUITY. The Company has three classes of stock. Two
         hundred million shares of Class A common stock have been authorized.
         The Class A shareholders have the right to elect one third of the
         directors of the Company. Ten thousand shares of Class B common stock,
         with the right to elect two thirds of the directors, have also been
         authorized. Additionally, five million shares of Class C convertible
         preferred stock have been authorized. The preferred stock is paid a
         dividend of 12%.

         EARNINGS PER SHARE. Earnings per common share are computed by dividing
         the weighted average number of shares outstanding into net income.
         Diluted earnings per share are not presented because the outstanding
         stock options are not dilutive.

NOTE 2.  ACCOUNTS RECEIVABLE

         Accounts receivable arise from the provision of staffing services to
         hospitals, nursing homes and other facilities in the Virginia,
         Maryland, District of Columbia and Pennsylvania areas. The principal
         payers for these services are the patients, insurance companies,
         various state and local government agencies, other institutional
         providers of healthcare, the Medicare program, and certain Medicaid
         programs.

         The provision for doubtful accounts for the years ended December 31,
         1999 and 1998, was $106,239 and $43,371, respectively.

NOTE 3.  PROPERTY AND EQUIPMENT

         As of December 31, 1999 and 1998, property and equipment consisted of
         the following:

                                                      1999             1998
                                                ---------------  ---------------
         Building and building improvements     $      320,818   $      320,818
         Furniture and equipment                       348,842          382,116
                                                ---------------  ---------------
                                                       669,660          702,934
         Less accumulated depreciation                 390,881          449,713
                                                ---------------  ---------------
                                                $      278,779   $      253,221
                                                ===============  ===============


                                       25

<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998


NOTE 4.  NOTES PAYABLE

         National Nurses Service, Home Health and Hunt Country Nursing borrow
         funds under terms of agreements with a lender and secured by accounts
         receivable. These agreements provide for advances on accounts
         receivable of approximately 83% of the collateralized balances. The
         Company is required to refund any borrowings for financial accounts
         receivable balances not collected within 180 days.

                                                      1999             1998
                                                ---------------  ---------------
         Amount of advances on accounts
          receivable                            $    3,711,303   $    3,165,321
         Less:  Lender reserves                        718,222          559,146
                                                ---------------  ---------------
              Note payable                      $    2,993,081   $    2,606,175

                                                ===============  ===============

NOTE 5.  LONG-TERM DEBT

         Long-term debt as of December 31, 1999 and 1998, consisted of the
         following:

                                                          1999          1998
                                                      ------------  ------------
          Note payable, C.W. Cobb, collateralized
           by first deed of trust on building and
           guaranteed by the general partners
           of Oak Springs.  Payable in monthly
           installments of $761, including
           interest at 11%.  Due April, 2021.         $    65,689   $    66,418

          Note payable, C.W. Cobb, collateralized
           by second deed of trust on building
           and guaranteed by the general partners
           of Oak Springs.  Payable in monthly
           installments of $221, including
           interest at 13%.  Due April, 2021.              18,304        18,561

          Note payable, York Federal Savings and
           Loan.  Payable in monthly installments
           of $1,116, including interest at 8.5%.
           A balloon payment of $86,809 is due
           September, 2008.                                76,658        81,875

          Note payable, Crestar Mortgage Corp.,
           collateralized by building and guaranteed
           by the  managing general partner of Oak
           Springs.  Payable in monthly installments
           of $772, including interest at 8%.  Due
           December, 2024.                                 79,800        81,526

                                                                     (Continued)


                                       26

<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998


NOTE 5.  LONG-TERM DEBT (Concluded)

                                                          1999          1998
                                                      ------------  ------------
          Note payable, Central Fidelity Bank
           guaranteed by the general partners
           of Oak Springs, payable in monthly
           installments of $1,668, including
           interest at 11.21%.  Due December 5,
           2007.                                      $    70,065   $    74,347
                                                      ------------  ------------
                                                          310,516       322,727
          Less current maturities                          16,393        15,988
                                                      ------------  ------------
                                                      $   294,123   $   306,739
                                                      ============  ============

         Annual maturities of long-term debt outstanding at December 31, 1999,
         are as follows:

                        1999                          $    16,393
                        2000                               18,854
                        2001                               20,659
                        2002                               22,640
                        2003                               24,812
                        Thereafter                        207,158
                                                      ------------
                                                      $   310,516
                                                      ============

NOTE 6.  STOCK OPTION PLAN AND STOCK SUBSCRIPTIONS


         The Company had an incentive stock option plan that included
         substantially all officers and key employees. The Series C options
         which expired in 1998 originally had an exercise price of $1 per share.
         The Company subsequently reduced the option price to $.50 per share.
         Certain of these options were exercised and the amount due was financed
         by the Company through notes bearing interest at 8%. The unpaid balance
         of outstanding notes receivable for stock purchases is shown as a
         reduction of stockholders' equity.

         During 1999 and 1998, the Company did not receive any payments on
         outstanding notes receivable for the purchase of shares. Because the
         market value of the outstanding shares is below the option price, the
         Company has suspended the required payments (including interest) on
         these notes.


                                       27
<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998


NOTE 7.  LEASE COMMITMENTS

         The Company leases certain office facilities and other equipment under
         non- cancelable leases for terms ranging from one to five years. Future
         minimum lease payments under these operating leases are as follows:

                        2000                          $   111,312
                        2001                               83,558
                        2002                               71,366
                        2003                               17,610
                        2004                                    -
                                                      ------------
                 Total future minimum lease payments  $   283,846
                                                      ============


         During 1999 and 1998, rent expense for all operating leases totaled
         $203,025 and $131,976, respectively.

NOTE 8.  INCOME TAXES

         The Company files a consolidated federal income tax return which
         includes the Center for Ambulatory and Home Infusion Service (1999
         only), Hunt Country Nursing, Home Health and National Nursing Service.
         The Company and its subsidiaries file separate returns for state
         purposes.

         The provision for income taxes for the years ended December 31, 1999
         and 1998, was comprised of the following:

                                                      1999             1998
                                                ---------------  ---------------
          Current provision                     $      217,769   $        3,000
          Deferred benefit                             (35,000)          (3,000)
                                                ---------------  ---------------
          Total provision                       $      182,769   $            -
                                                ===============  ===============

         The provision for income taxes in 1999 differed from the amount of
         income tax determined by applying the applicable federal statutory tax
         rate to pre-tax income as a result of the following:

                                                   1999
                                                ----------
          Statutory federal tax rate                  34%
          State taxes, net of federal benefit          3%
          Goodwill amortization                       (4)%
          Other                                       (3)%
                                                ----------
          Effective tax rate                          30%
                                                ==========


         Taxable income for 1998 does not include the losses from operations for
         Western Pennsylvania because it filed as part of the consolidated
         return group of its new owners. Accordingly, the Company's taxable
         income for 1998 was increased by approximately $40,000. As a result,
         taxable income for tax purposes was approximately $16,000 due
         principally to changes in deferred tax items.

                                                                     (Continued)


                                       28
<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998


NOTE 8.  INCOME TAXES (Concluded)

         The deferred tax asset relates to the allowance for doubtful accounts
         reflected on the balance sheet and incurred but not reported claims
         recorded through current earnings. Realization of the deferred tax
         asset is contingent on the occurrence of a write-off of the accounts
         receivable for tax purposes and payment of premiums to the insurer or
         payments of actual claims. No valuation allowance was established since
         the Company believes it is more likely than not that this asset will be
         realized.

NOTE 9.  RELATED PARTY TRANSACTIONS

         Periodically, Oak Springs and its affiliates provide the Company with
         funds needed for various transactions. Oak Springs also enters into
         debt on behalf of the Company. Rather than Oak Springs immediately
         transferring cash to the Company at the time the debt is entered into,
         the Company records an amount due from affiliate. Amounts due from and
         due to affiliates as of December 31, 1999 and 1998, are as follows:

                                                      1999             1998
                                                ---------------  ---------------
          Due from affiliates:
           Oak Springs Nursing Home LP          $      126,500   $       38,312
           Oak Springs Nursing Home                     77,371           41,237
           Center for Ambulatory/
            Home Infusion Services                           -           19,334
           Health Care Ventures, Inc.                  108,093          106,809
           Home Health Services of
            Allegheny County, Inc.                         187                -
           Health Ventures Group                         4,086            4,086
           All Stat Home Health, Inc.                      195                -
           Care Connections of
            Pennsylvania, Inc.                             328           83,565
                                                ---------------  ---------------
                                                       316,760          293,343
                                                ---------------  ---------------

          Due to affiliates:
           Western Pennsylvania Home
            Health Network, Inc.                            37           32,133
           Health Care Ventures, Inc.                        -                5
           Health Ventures Group                        24,283           24,283
          Center for Ambulatory/
           Home Infusion Services                                           445
          Oak Springs Nursing Home                      19,097            7,672
                                                ---------------  ---------------
                                                        43,417           64,538
                                                ---------------  ---------------
           Net due from affiliates              $      273,343   $      228,805
                                                ===============  ===============


         Oak Springs maintains a workers compensation policy which covers the
         Company. The Company paid Oak Springs $160,190 and $129,320 during the
         years ended December 31, 1999 and 1998, respectively, related to this
         policy.


                                       29
<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998


NOTE 10. SUPPLEMENTARY CASH FLOW INFORMATION

         Interest paid during 1999 and 1998 was $423,952 and $334,432,
         respectively. Income taxes paid during 1999 were $68,625.

         The Company purchased all of the outstanding stock of CAHIS from an
         affiliated Company on November 1, 1999, in exchange for settlement of
         certain intercompany indebtedness. The total purchase price of $98,804
         exceeded the fair market value of assets acquired less liabilities
         assumed by $155,760. The excess consideration is recorded as goodwill.

NOTE 11. CONTINGENT LIABILITY

         As part of the acquisition of National Nurses Service, Inc. on June 30,
         1995, the Company issued 500,000 shares of common stock. The stock
         purchase agreement calls for an adjustment of the purchase price on
         June 30, 1998, if the market value of the stock is less than $800,000
         ($1.60 per share), during the ten-day period immediately preceding June
         30, 1998. The purchase price adjustment, to be paid in cash, is the
         difference between the market value and $800,000. The stock has had
         limited trading activity and sales prices close to June 30, 1998, were
         in the range of $.625. Based on those prices the purchase price
         adjustment could be approximately $487,500.

         The Company is negotiating with the owners of the claim to settle the
         potential purchase price adjustment.

         The acquisition of National Nurses Service, Inc. was accounted for as a
         purchase and the Company recorded approximately $800,000 in goodwill.
         The payment of any purchase price adjustment would not change the
         underlying assets acquired. Accordingly, payments would reduce the
         originally recorded value of stock issued and reduce the amount of
         paid-in capital.

         In the opinion of management, the amount of the purchase price
         adjustment will not have a material effect on the Company's financial
         position.


                                       30
<PAGE>


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

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

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

         There have been no disagreements with the Company's independent
accountants over any item involving the Company's financial statements. The
Company's independent accountants are Eggleston Smith, P.C. located at 603 Pilot
House Drive, Suite 400, Newport News, Virginia 23606.


PART III
-------------------------------------------------------------------------------

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

(a)      DIRECTORS AND EXECUTIVE OFFICERS

         As of March 31, 1999, the directors and executive officers of the
Company, their ages, positions in the Company, the dates of their initial
election or appointment as director or executive officer, and the expiration of
the terms as directors are as follows:
                                                        (3)*
(1)                     (2)                             Period Served As
Name                    Age    Position                 Director
----                    ---    --------                 ----------------

Philip V. Warman         56    Chairman of the Board,   Dec. 9, 1994 to present
                               and Director

Dennis S. Light          56    President and            Dec. 9, 1994 to present
                               Director

Tom Waugh                32    Secretary & Treasurer,   Dec., 1999 to present
                               Director

Joanne B. Warman         49    Vice President           Dec., 1999 to present

Ronald L. Messenheimer   48    President of NNS         July 1, 1995 to present

Gary Paz                 41    Vice President of NNS    Dec. 1999 to present


* The Company's directors are elected at the annual meeting of stockholders and
hold office until their successors are elected and qualified. The Company's
officers are appointed annually by the Board of Directors and serve at the
pleasure of the Board.

                                       31
<PAGE>

(b)      BUSINESS EXPERIENCE:

PHILIP V. WARMAN
----------------

         Philip V. Warman is the Chairman of the Board and has over 26 years
experience in health venture development and health care financial management.
He also serves as the Company's Treasurer and is a director. He has a degree in
Business Administration from Wake Forest University. Mr. Warman served in
various positions at Prince William Hospital culminating as Senior Vice
President. During his 18 years at Prince William Hospital, he acquired Annaburg
Manor Nursing Home, initiated home health, DME, private duty, physician billing,
a collection agency, a child care enter and an alcoholic treatment center.

         Since 1981, Mr. Warman has been Managing General Partner of Oak Springs
Nursing Home Limited Partnership, the Company's majority and controlling
shareholder.

DENNIS S. LIGHT, M.P.H.
-----------------------

         The President and a director of the Company, Mr. Light has more than 25
years experience in health venture development and health care financial
management. He has an undergraduate degree in Business Administration and a
Masters Degree in Hospital Administration from UCLA. For nine years, he served
as Chief Financial Officer of Arlington Hospital at Arlington, Virginia. Prior
to this position, he served as Chief Financial Administrator of Samuel Merritt
Hospital in Oakland, California. Mr. Light also is a director of the Company.

RICHARD TOMLINSON WAUGH
-----------------------

         Tom Waugh is the Secretary and Treasurer and a director of the Company.
Mr. Waugh received his undergraduate degree from Colorado State and earned a
Masters of International Management from the American Graduate School of
International Management at Thunderbird. Mr. Waugh has worked for Bear Sterns in
the international securities division and is currently the Managing director of
Cavallo Capital Corp., a New York based hedge fund that manages $120 million. In
the capacity, Mr. Waugh is responsible for the operational activities of the
managed accounts, including personnel, execution of trades, creating trade
models and analyzing prospective deals.


                                       32
<PAGE>


JOANNE BROWNING WARMAN
----------------------

         Joanne Browning Warman is the Vice President of the Company. She has
over 28 years of nursing experience in the health care industry. She has a
Bachelors of Science degree in nursing from the University of Virginia. In
December of 1983, Mrs. Warman opened Hunt Country Home Health ("HCHH"), a
medicare-certified home health agency servicing Warrenton and the surrounding
areas. She remained the Administrator of HCHH until November of 1984, at which
time she became a part-time employee of HCHH. Mrs. Warman continues to advise
the Company on its clinical management operations .

RONALD L. MESSENHEIMER
----------------------

         Ronald L. Messenheimer is the President of National Nurses Service. Mr.
Messenheimer earned a Bachelor of Science degree in Business and Management with
a major in Accounting from the University of Maryland in 1974. From 1991 to the
present he has led the growth of ATLIS Health Services from 1991 to 1995. During
his tenure as president, NNS entered the home health market by obtaining
Medicaid certification in 1991 and Medicare certification in 1992. Mr.
Messenheimer negotiated the purchase of a small Medicare-certified home health
agency in June of 1993 established a specialized AIDS treatment program. He
created a rehabilitation service company in early 1994. Mr. Messenheimer has
direct responsibility for essentially all payroll, billing, human resources and
administrative functions, as well as day-to-day operating responsibility of NNS.
NNS currently has 75 full time employees and an additional 1,200 active
employees of which approximately 600 work each week. Prior to 1991, Mr.
Messenheimer was President of ATLIS Federal Services and served in various
capacities with UNC, Inc.

GARY PAZ
--------

         Mr. Paz is the Vice President of NNS. During the past 5 years, Mr. Paz
has been responsible for the daily operations and overall performance of NNS's
Richmond, Virginia office. In the regard, Mr. Paz duties include recruitment of
nursing staff, maintaining nurse and client files, billing for services and
tracking accounts receivable and budgeting for the Richmond office. Mr. Paz also
handles the Company's marketing program and tracks quality assurance on the
Company's accounts. Prior to working with NNS, Mr. Paz was an Assistant Vice
President of Wheat First Securities.


(c)      DIRECTORS OF OTHER REPORTING COMPANIES:

         None of the officers or directors of the Company are directors of any
other reporting company.

(d)      FAMILY RELATIONSHIPS:

         Phillip V. Warman, the Chairman of the Board and a director of the
Company, and Jo Anne Warman, the Company's Vice President, are husband and wife.

                                       33
<PAGE>


(e)      INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS:


         Except as noted below, none of the officers, directors, promoters or
control persons of the Company have been involved in the past five (5) years in
any of the following:

   (1)   Any bankruptcy petition filed by or against any business of which such
         person was a general partner or executive officer either at the time of
         the bankruptcy or within two years prior to that time;

   (2)   Any conviction in a criminal proceedings or being subject to a pending
         criminal proceeding (excluding traffic violations and other minor
         offenses);

   (3)   Being subject to any order, judgment or decree, not subsequently
         reversed, suspended or vacated, or any Court of competent jurisdiction,
         permanently or temporarily enjoining, barring, suspending or otherwise
         limiting his involvement in any type of business, securities or banking
         activities; or

   (4)   Being found by a court of competent jurisdiction (in a civil action),
         the Commission or the Commodity Futures Trading Commission to have
         violated a federal or state securities laws or commodities law, and the
         judgment has not been reversed, suspended, or vacated.

         Phillip Warman, an officer and director of the Company, served as a
director of Bayou State Home Health doing business as Care Connection Home
Health in the state of Louisiana. This Medicare certified home health agency
filed for bankruptcy in August of 1998. In addition, Oak Springs Nursing Home
Limited Partnership was an owner of Care Connections of Louisiana and Mr. Warman
is the managing general partner of Oak Springs Nursing Home Limited Partnership.
He also served as a director of Home Health Services of Allegheny County, a
non-profit home health agency in Pittsburgh, Pennsylvania, an entity which filed
for bankruptcy in December of 1998.

         Dennis Light, an officer and director of the Company, was the president
of an entity which was a general partner of the Belle Retirement Residence, and
limited partner in the state of Virginia, which filed for bankruptcy under
Chapter 11 in or about January 1998. The bankruptcy court in that matter entered
a final decree closing the bankruptcy case on September 21, 1998. Mr. Light also
served as a director of Bayou State Home Health doing business as Care
Connection Home Health in the state of Louisiana. This Medicare certified home
health agency filed for bankruptcy in August of 1998. He also served as a
director of Home Health Services of Allegheny County, a non-profit home health
agency in Pittsburgh, Pennsylvania, an entity which filed for bankruptcy in
December of 1998.

         Ron Messenheimer, an officer of the Company, was the Vice President of
Atlis Systems, Inc. and the chairman and CEO of Atlis Federal Services, Inc.,
entities which filed bankruptcy in May of 1996.

         The officers and directors who are identified above are significant
employees of the Company.

                                       34
<PAGE>

(g)      SECTION 16a BENEFICIAL OWNERSHIP COMPLIANCE

         The officers, directors and beneficial owners of more than 10% of the
Company's common stock have filed their initial statements of ownership on Form
3 and annual statements on Form 5, or will do so within a reasonable time
following the filing of this Amended Form 10-KSB.


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

ITEM 10.  EXECUTIVE COMPENSATION

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

         The following table sets forth information about compensation paid or
accrued during the years ended December 31, 1999, 1998 and 1997 to the Company's
officers and directors.

<TABLE>

                                                     Summary Compensation Table
<CAPTION>

                                                                                     Long Term Compensation
                                                                              -----------------------------------
                                   Annual Compensation                               Awards               Payouts
                    -------------------------------------------------         -------------------------   -------
(a)                 (b)      (c)             (d)              (e)             (f)            (g)          (h)          (i)
                                                              Other                          Securities                All
                                                              Annual          Restricted     Under-                    Other
Name and                                                      Compen-           Stock        Lying         LTIP        Compen-
Principal                                                     sation           Awards        Options/     Payouts      sation
Position            Year     Salary ($)      Bonus($)           ($)              ($)         SARs(#)        ($)          ($)
--------            ----     ----------      --------         -------         ----------     ---------    -------      -------
<S>                 <C>      <C>             <C>               <C>             <C>            <C>          <C>         <C>

PHILIP V. WARMAN
Chief Execu-        1999     $54,000          $ 0.00           $ 0.00          $ 0.00         None         $0.00       $21,306(1)
tive Officer        1998     $24,000          $ 0.00           $ 0.00          $ 0.00         None         $0.00       $23,075(2)
and Treasurer       1997     $0.00            $ 0.00           $ 0.00          $ 0.00         None         $0.00       $23,075(3)

DENNIS S. LIGHT
President           1999     $79,138          $3,750(4)        $ 0.00          $ 0.00         None         $0.00       $24,000(5)
                    1998     $76,313          $1,250           $ 0.00          $ 0.00         None         $0.00       $27,500(6)
                    1997     $75,400          $0.00            $ 0.00          $ 0.00         None         $0.00       $27,000(7)

RONALD L. MESSENHEIMER
President of        1999     $95,073          $2,000           $ 0.00          $ 0.00         None         $ 0.00      $ 0.00
NNS                 1998     $61,640          $  350           $ 0.00          $ 0.00         None         $ 0.00      $ 0.00
                    1997     $41,500          $ 0.00           $ 0.00          $ 0.00         None         $ 0.00      $ 0.00

GARY PAZ
Vice Pres. NNS      1999     $60,000          $1,000           $0.00           $ 0.00         None         $ 0.00      $41,024
                    1998     $60,000          $  750           $0.00           $ 0.00         None         $ 0.00      $38,258
                    1997     $60,000          $ 0.00           $0.00           $ 0.00         None         $ 0.00      $ 3,445
</TABLE>

----------------------------------------------
This information is provided in regards to Mid-Atlantic Home Health Network
Agencies, Hunt Country Home Health, Hunt Country Nursing Services, National
Nurses Service and Western PA Home Health Network, Inc.

                                       35
<PAGE>

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

         (1) This "other compensation" is representative of board fees at Hunt
Country Nursing Services.

         (2) This "other compensation" is representative of board fees at Hunt
Country Nursing Services.

         (3) This "other compensation" is representative of board fees at Hunt
Country Nursing Services.

         (4) This figure represents the 15,000 shares issued to Mr. Light in
March of 2000, valued at $0.25 per share.

         (5) This "other compensation" is representative of payments made by
National Nurses Service to Creative Health Ventures, a corporation owned 100% by
Dennis Light.

         (6) This "other compensation" is representative of payments made by
National Nurses Service to Creative Health Ventures, a corporation owned 100% by
Dennis Light.

         (7) This "other compensation" is representative of payments made by
National Nurses Service to Creative Health Ventures, a corporation owned 100% by
Dennis Light.

                                       36
<PAGE>


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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

(a)      5% SHAREHOLDERS:

         The following information sets forth certain information as of December
31, 1999 about each person who is known to the Company to be the beneficial
owner of more than five percent (5%) of the Company's Common Stock:

                      (2)
  (1)          Name and Address                   (3)                 (4)
Title          of Beneficial              Amount and Nature of     Percent of
of Class       Owner                      Beneficial Ownership       Class
--------       -------------------------  --------------------    -----------

Common         Oak Springs Nursing Home
Stock          Limited Partnership            10,063,778(8)          79.6%
Class A        c/o Philip V. Warman
               7504 Diplomat Drive, Suite 101
               Manassas, Virginia  20109

               Nevada Agency and Trust Co.       697,498              5.5%
               50 West Liberty Street,
               Suite 880
               Reno, Nevada 89501

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

         (8) Philip V. Warman, an officer and director of the Company, is a
General Partners of Oak Springs Nursing Home Limited Partnership.

                                       37
<PAGE>

(b)      SECURITY OWNERSHIP OF MANAGEMENT:

                      (2)
  (1)          Name and Address                   (3)                 (4)
Title          of Beneficial              Amount and Nature of     Percent of
of Class       Owner                      Beneficial Ownership       Class
--------       -------------------------  --------------------    -----------

Common         Philip V. Warman               10,092,934(9)          79.6%
Stock          7504 Diplomat Drive
Class A        Manassas, Virginia  20109

               Dennis Light                      216,000(10)          1.7%
               7504 Diplomat Drive
               Manassas, Virginia 20109

               Ronald L. Messenheimer              9,500           Less than 1%
               7504 Diplomat Drive
               Manassas, Virginia 20109

               All Directors and              10,318,434             81.6%
               Officers as a Group

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

         (9) Of this amount, 10,063,778 shares are owned by Oak Springs Nursing
Home Limited Partnership, of which Mr. Warman is a general partner.

         (10) Of this amount, 2,600 shares are held in the name of Creative
Health Ventures, Inc., a company owned and controlled by Mr. Light, 1,400 shares
are registered in the name of Nevada Agency and Trust Company as the agent for
the Company's Employee Stock Purchase Plan, and 6,000 shares are registered in
the name of Michael Light, Mr. Light's son.


(c)      CHANGES IN CONTROL:

         There is no arrangement which may result in a change in control.

                                       38
<PAGE>

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

         Mid-Atlantic has entered into many of its lines of business since the
corporation's named was changed in December of 1994 by acquiring entities or
businesses from entities related to the Company's management. As evident from
the discussion in the preceding sections, various members of management maintain
their relationships with other entities from which the Company acquired its
businesses and with which the Company interacts as part of the Company's ongoing
business.

         The Company acquired Hunt Country Home Health from Oak Springs Nursing
Home Limited Partnership ("OSNHLP") in the Spring of 1995 for 10,224,628 shares
of the Company's Class A Common Stock and 10,000 shares of the Company's Class B
Common Stock. OSNHLP thereby became the Company's majority stockholder, now
owning approximately 80% of the Company's Class A Common Stock and 100% of the
Company's Class B Common Stock. The Company's Chairman of the Board, Philip
Warman, and the Estate of J.L. Mathews, M.D., are the general partners of
OSNHLP. Because this acquisition involved an entity related to the Company, the
Company has booked the acquisition of Hunt Country Home Health on a "processor
cost" basis. Also. OSNHLP has guaranteed a number of the Company's debt
obligations, as discussed in Note 4 of the Consolidated Financial Report..

         In March of 1995, the Company establish a subsidiary corporation named
Western Pennsylvania Home Health Network, Inc. WPHHN operated as a wholly owned
subsidiary until June 30, 1998 when it was sold for book value to Care
Connections of Pennsylvania, a corporation controlled by Phillip Warman, the
Company's Chairman and a general partner of the Corporation's majority
shareholder. On November 1, 1999, the Company acquired the Center for Ambulatory
and Home Infusion Sercvices (CAHIS) from Care Connections or Pennsylvania in a
non-cash transaction in exchange for settlement of inter-company indebtedness.
The total purchase price of $98,804 exceeded the fair market value of the assets
acquired less the liabilities assumed by $155,670. The excess consideration,
recorded as goodwill, represents the goodwill associated with CAHIS's position
in the durable medical equipment market.

         On June 30, 1995, the Company acquired ATLIS Health Services, Inc.,
which then was doing business under the name National Nurses Service. The
Company changed the subsidiary's name to National Nurses Service, Inc. ("NNS").
All of the stock in NNS was acquired by the Company from Atlis Systems, Inc. in
exchange for 500,000 shares of the Company's Class A Common Stock. As a result,
Atlis Systems, Inc. owns approximately 4% of the issued and outstanding shares
of the Company's Class A Common Stock.

         When the Company acquired NNS, it also acquired Hunt Country Nursing
Services, Inc. The Company acquired HCNS from Oak Springs Nursing Home Limited
Partnership, the Company's majority shareholder. The Company paid OSNHLP book
value for all the issued and outstanding shares of HCNS, an amount equal to
approximately $1,000.

                                       39
<PAGE>

         National Nurses Services, Inc. has a consult contract with Creative
Health Ventures, Inc. under the terms of which NNS pays CHV $2,000 per month.
CHV is owned by Dennis Light, the Company's president.

         The Company's business efforts are coordinated with those of other
entities related to, or controlled by, Oak Springs Nursing Home Limited
Partnership.

         Periodically, Oak Springs and its affiliates provide the Company with
funds needed for various transactions. Oak Springs also enters into debt on
behalf of the Company. Rather than Oak Springs immediately transferring cash to
the Company at the time the debt is entered into, the Company records an amount
due from affiliate. Amounts due from and due to affiliates as of December 31,
1999 and 1998, are as follows:

                                                 1999                   1998
                                            -------------           ------------
Due from affiliates:
         Oak Springs Nursing Home LP        $    126,500            $    38,312
         Oak Springs Nursing Home                 77,371                 41,237
         Center for Ambulatory/
         Home Infusion Services                       --                 19,334
         Health Care Ventures, Inc.              108,093                106,809
         Home Health Services of
         Allegheny County, Inc.                      187                     --
         Health Ventures Group                     4,086                  4,086
         All Stat Home Health, Inc.                  195                     --
         Care Connections of
         Pennsylvania, Inc.                          328                 83,565
                                            -------------           ------------
                                                 316,760                293,343
                                            -------------           ------------

Due to affiliates:
         Western Pennsylvania Home
         Health Network, Inc.                         37                 32,133
         Health Care Ventures, Inc.                   --                      5
         Health Ventures Group                    24,283                 24,283
         Center for Ambulatory/
         Home Infusion Services                      445
         Oak Springs Nursing Home                 19,097                  7,672
                                            -------------           ------------
                                                  43,417                 64,538
                                            -------------           ------------
Net due from affiliates                     $    273,343            $   228,805
                                            =============           ============

                                       40
<PAGE>

         Oak Springs maintains a workers compensation policy which covers the
Company. The Company paid Oak Springs $160,190 and $129,320 during the years
ended December 31, 1999 and 1998, respectively, related to this policy.

         On March 1, 1995, the Company created a subsidiary known as Western
Pennsylvania Home Health Network, Inc. ("WPHHN"). WPHHN operated as a wholly
owned subsidiary until June 30, 1998 when it was sold for book value to Care
Connections of Pennsylvania, a corporation controlled by shareholders of the
Company. On November 1, 1999, the Company acquired the Center for Ambulatory and
Home Infusion Sercvices (CAHIS) from Care Connections or Pennsylvania in a
non-cash transaction in exchange for settlement of inter-company indebtedness.
The total purchase price of $98,804 exceeded the fair market value of the assets
acquired less the liabilities assumed by $155,670. The excess consideration,
recorded as goodwill, represents the goodwill associated with CAHIS's position
in the durable medical equipment market.


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

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

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

         The company did not filed any reports on Form 8-K during the last year.

ASSIGNED
 NUMBER  DESCRIPTION
-------- -----------
(2)      Plan of acquisition, reorganization, arrangement, liquid, or
         succession:

(3)(i)   Articles of Incorporation

(3)(ii)  By-laws of the Company: Previously included with the Company's Form
         10-SB filed on April 30, 1998.

(4)      Instruments defining the rights of holders including indentures: None

(9)      Voting Trust Agreement: None

(10)     Material Contracts:

(11)     Statement regarding computation of per share earnings: Computations can
         be determined from the financial statements.

(16)     Letter on change in certifying accountant: None

                                       41
<PAGE>

(21)     Subsidiaries of the registrant: Previously included with the Company's
         Form 10-SB filed on April 30, 1998.

(24)     Power of Attorney: None

(27)     Financial Data Schedule: Included

(99)     Additional Exhibits: None


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

                                   SIGNATURES

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


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

DATED:   April 20, 2000.

                                        MID-ATLANTIC HOME HEALTH
                                        NETWORK, INC.


                                        By     /S/ Dennis Light
                                          --------------------------
                                                 DENNIS LIGHT
                                                 PRESIDENT

                                       42