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

                                   FORM 10-KSB

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

                  FOR YEAR ENDED DECEMBER 31, 2007

                                       OR

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

                   FOR THE TRANSITION PERIOD FROM TO _______


                        COMMISSION FILE NUMBER 000-29062


                           AMERICARE HEALTH SCAN, INC.
--------------------------------------------------------------------------------
                (Name of small business issuer in its character)

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

                  20 Northwest 181st Street, Miami, Florida 33169
--------------------------------------------------------------------------------
 (Address of principal executive offices)                (Zip Code)

                                 (305) 770-1141
-------------------------------------------------------------------------------
                           (Issuer's Telephone Number)


           SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

        TITLE OF EACH CLASS         NAME OF EACH EXCHANGE ON WHICH REGISTERED
                 COMMON STOCK                               N/A
               $0.001 Par Value


           SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:


                                  COMMON STOCK
                                 TITLE OF CLASS

Check whether the issuer is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act.  [ ] Yes [X] No

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 filing requirements for the past 90 days. [ ] Yes [X] No

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 this Form 10-KSB. [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) [ ] Yes [X] No

The issuer's revenues for its most recent fiscal year were $0.

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 were 19,242,459 shares outstanding of the issuer's common stock, $0.001
par value as of October 17, 2008.

<PAGE>

                           AMERICARE HEALTH SCAN, INC.
                                   FORM 10-KSB
                                TABLE OF CONTENTS

PART I                                                                     PAGE
--------                                                                   ----
  Item 1.   Description of Business.                                          2
  Item 2.   Description of Property.                                          5
  Item 3.   Legal Proceedings.                                                5
  Item 4.   Submission of Matters to a Vote of Security Holders.              5

PART II
--------
  Item 5.   Market for Common Equity and Related Stockholder Matters and      6
                  Small Business Issue Purchases of Equity Securities
  Item 6.   Management's Discussion and Analysis or Plan of Operation.        6
  Item 7.   Financial Statements.                                             7
  Item 8.   Changes In and Disagreements With Accountants on Accounting and
              Financial Disclosure.                                          17
  Item 8A.  Controls and Procedures.                                         17
  Item 8B.  Other Information.

PART III
--------
  Item 9.   Directors, Executive Officers, Promoters, Control Persons and    17
              Corporate Governance; Compliance with Section 16(a) of the
                  Exchange Act.
  Item 10.  Executive Compensation.                                          18
  Item 11.  Security Ownership of Certain Beneficial Owners and Management   19
              and Related Stockholder Matters.
  Item 12.  Certain Relationships and Related Transaction, and Director      20
                       Independence.
  Item 13.  Exhibits.                                                        20
  Item 14.  Principal Accountant Fees and Services.                          20



                                       1
<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

BACKGROUND

Americare Health Scan, Inc. (a Development Stage Company)(the "Company") was
incorporated under the laws of the State of StateplaceFlorida on February 3,
1994. We have been in the development stage since January 1, 2005. We intend to
develop technological solutions for medical, dental and high-tech industries and
bring these products to the marketplace.

FORWARD LOOKING STATEMENTS INFORMATION

Information in this Form 10-KSB, including any information incorporated by
reference herein, includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, and is subject to the safe-harbor created by
such sections. The Company's actual results may differ significantly from the
results discussed in such forward-looking statements. Statements regarding
development and Food and Drug Administration ("FDA") clearance of future
products, future prospects, business plans and strategies, future revenues and
revenue sources, future liquidity and capital resources, health care market
directions, future acceptance of the Company's products, possible
recommendations of health care professionals or governmental agencies regarding
use of diagnostic products, possible growth in markets for at-home diagnostic
testing, the possibility of additional equity investments, mergers, acquisitions
or other strategic transactions, as well as other statements contained in this
report that address activities, events or developments that the Company expects,
believes or anticipates will or may occur in the future, and similar statements
are forward-looking statements. These statements are based upon assumptions and
analyses made by us in light of current conditions, future developments and
other factors we believe are appropriate in the circumstances, or information
obtained from third parties and are subject to a number of assumptions, risks
and uncertainties. Readers are cautioned that forward-looking statements are not
guarantees of future performance and that actual results might differ materially
from those suggested or projected in the forward-looking statements. Factors
that may cause actual future events to differ significantly from those predicted
or assumed include, but are not limited to: the satisfactory completion of
clinical trials demonstrating efficacy of our Company's products and foreign
regulatory clearance of our products; delays in product development; risks
associated with our ability to successfully develop and market new products on a
profitable basis or at all; availability of labor and sufficient parts and
materials to complete the design, construction and manufacturing scale-up of
required equipment; ability to complete the design, construction and
manufacturing scale-up on a timely basis within budget parameters; receipt of
any required regulatory approvals for manufacturing equipment or related
facilities; future advances in technologies and medicine; the uncertainties of
health care reform; risks related to the early stage of our existence and its
products' development; our ability to execute our business plans; engineering
development; lead time for delivery of equipment; our dependence on outside
parties such as our key customers, suppliers, licensing and alliance partners;
competition from major pharmaceutical, medical and diagnostic companies; risks
and expense of government regulation and effects of changes in regulation
(including risks associated with obtaining requisite FDA and other governmental
approvals for the Company's products); our limited experience in manufacturing
and marketing products; uncertainties connected with product liability exposure
and insurance; risks associated with domestic and international growth and
expansion; risks associated with international operations (including risk
associated with international economies, currencies and business conditions);
risks associated with obtaining and maintaining patents and other protections of
intellectual property; risks associated with uncertainty of litigation and
appeals, and the payment of judgments not reversed on appeal or otherwise; our
limited cash reserves and sources of liquidity; uncertainties in availability of
expansion capital in the future and other risks associated with capital markets,
including funding of ongoing operations, risks associated with our ability to
negotiate and obtain additional financing, equity investments or strategic
transactions on favorable terms or at all, as well as those listed in our other
press releases and in our other filings with the Securities and Exchange
Commission ("SEC"). We may determine to discontinue or delay the development of
any or all of our products under development at any time. Moreover, we may not
be able to successfully develop and market new products, enter into strategic
alliances or implement any or all of our operating strategy unless it is able to
generate additional liquidity and working capital.

                                       2
<PAGE>

EMPLOYEES AND OFFICERS

We currently have one officer under contract but no employees. Services
provided for bookkeeping, janitorial and administration are paid through a
management fee to an entity owned and controlled by our owner, Dr. Joseph P.
D'Angelo. The officers of the Company are as follows: Dr. Joseph P. D'Angelo,
Chief Executive Officer, President, Treasurer and Chairman of the Board; Robert
Cano, Chief Financial Officer; Margaret Heichberger, Secretary; M. Eugene
D'Angelo, Director; Dr. Joel Kallan, Director; and Heywood Broad, Director.

RISK FACTORS

FACTORS AFFECTING POTENTIAL RESULTS

This Annual Report contains forward-looking statements that involve risks and
uncertainties. The statements contained in this Annual Report that are not
purely historical are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, including, without limitation, statements regarding the Company's
expectations, beliefs, intentions or strategies regarding the future. The
Company intends that such forward-looking statements be subject to safe harbors
created thereby. Wherever possible, we have identified these forward-looking
statements by words such as "plans," "believes," "anticipates," "expects" or
"intends" and similar language.

All forward-looking statements included in this document are based on
information available to us on the date of this document, and the Company
assumes no obligation to update any such forward-looking statements. Our actual
results may differ materially as a result of certain factors, including those
set forth hereafter and elsewhere in this Annual Report. Potential investors
should consider carefully the following factors, as well as the more detailed
information contained elsewhere in this Annual Report, before making a decision
to invest in the common stock of the Company.

LIMITED POTENTIAL HISTORY; ACCUMULATED DEFICIT; NEED FOR ADDITIONAL FUNDING

There is limited historical financial information about us upon which to base an
evaluation of our performance, or to make a decision regarding an investment in
shares of our common stock. We have incurred a net loss for the year ended
December 31, 2007 of $689,098 and for the year ended December 31, 2006 of
$742,247. The cumulative loss since January 1, 2005, for development stage
activities through December 31, 2007 is $2,216,558 and we have an accumulated
deficit of $6,899,211 at December 31, 2007. Our cash and cash equivalents
balance at December 31, 2007 was $1,144.

                                                                               3
Our use of cash in development stage activities were $70,098 and $149,907 for
the years ended December 31, 2007 and 2006 and the cumulative amounts for
development stage activities beginning January 1, 2005 through December 31, 2006
was $431,945. The Company has not generated any revenue during the development
stage and all sources of cash have been from advances received from
stockholders, which accrue interest at a compounded rate.

We will be required to make a substantial investment in research and development
and spend additional monies to maintain and expand our marketing efforts. We may
seek equity financing to provide the necessary capital for these efforts. We
cannot be sure that any financing will be available on acceptable terms, if at
all. If such financing is not available on satisfactory terms, we may be unable
to continue, develop or expand our business, complete development of new
products, or penetrate existing markets at the rate desired. Finally, the
cumulative losses during the development stage may continue to increase
resulting in a continued deficiency in assets.

MARKET RISKS OF A NEW BUSINESS

We have formulated our business strategies based on certain assumptions
regarding the marketability of potential products and processes to potential
customers. Any future success of the Company may depend upon several factors
including changes in governmental regulation, increased levels of competition
within the technology fields we are attempting to penetrate, changes in general
economic conditions and increases in operating costs.

DEPENDENCE ON KEY OFFICERS

We believe that our success will depend to a significant extent upon the efforts
and abilities of Dr. D'Angelo, our Company's CEO. The loss of the services of
Dr. D'Angelo would have a material adverse effect on our business, financial
condition, the results of development stage activities and future of operations.
In addition, our future success will depend on our ability to attract and retain
qualified technical and management personnel. We do not have written employment
agreements with any of our officers.

POSSIBLE VOLATILITY OF STOCK PRICE

Our common stock is delisted to trade on the Pink Sheets or the Over the Counter
Bulletin Board. Selling the Company's common stock may be difficult because of
low or non-existent volume (small quantities of shares bought and sold), and
securities analysts and news media coverage of the Company is almost
non-existent. These factors could result in lower stock prices and larger
spreads in the bid and ask prices for our shares. We believe that factors such
as announcements of developments related to our business, fluctuations in our
quarterly or annual development stage and future operating results, failure to
meet securities analysts' expectations, general conditions in the marketplace
and the worldwide economy, announcements of technological innovations or
enhancements by us or our competitors, developments in patents or other
intellectual property rights, and developments in our relationships with
potential clients and suppliers could cause the price of our common stock to
fluctuate, perhaps substantially. In recent years, the stock market has
experienced extreme price fluctuations, which have often been unrelated to the
operating performance of affected companies. These fluctuations could adversely
affect the market price of our common stock.

                                       3
<PAGE>

GOING CONCERN

Effective August 2008, our Board of Directors retained Dohan and Company, CPA PA
as our independent accountants. The independent auditor's report in connection
with the audited financial statements includes an explanatory paragraph
regarding the
                                                                               4
Company's ability to continue as a going concern. To date we have not generated
sufficient cash flows to sustain our development stage activities. Management is
developing a plan to finance our continuing research and development activities
through the issuance of debt or equity securities. The ability of continue as a
going concern is dependent on the success of the plan and the continued support
of our major stockholder. The financial statements do not include any
adjustments that might be necessary if we are unable to continue as a going
concern.

INSURANCE

We currently do not maintain key-man life insurance or liability insurance on
any of our directors or officers.

CONTROL BY MANAGEMENT

Dr. D'Angelo, his family, and affiliated entities currently own 89% of the
Company's issued and outstanding shares. Dr. D'Angelo, his family, and
affiliated entities also currently hold promissory notes from the Company. These
notes are payable upon demand.

SOCIAL, POLITIAL, AND ECONOMIC RISKS ASSOCIATED WITH FOREIGN INTERNATIONAL TRADE

Currently, our plan is to market and sell our potential products outside the
placecountry-regionUnited States. Social, political and economic conditions
inherent in foreign operations and international trade may change, including
changes in the laws and policies that govern foreign investment and
international trade. To a lesser extent, social, political and economic
conditions may cause changes in country-regionplaceU.S. laws and regulations
relating to foreign investment and trade. Social, political or economic changes
could, among other things, make it more difficult or more expensive for us to
sell our products in foreign countries. Accordingly, there is no assurance that
changes in social, political or economic conditions will not have a substantial
adverse effect on our business.

DIVIDENDS

There have been no cash dividends declared on our common stock since inception.
We intend to retain any future earnings to fund development stage activities and
future operation and expansion of our business. We do not anticipate paying cash
dividends on our shares in the foreseeable future. Dividends will be declared at
the discretion of the Company's Board of Directors if allowed pursuant to State
Corporate laws.

ITEM 2.   DESCRIPTION OF PROPERTY

The Company has available approximately 20,805 square feet of finished office,
laboratory and warehouse space in Miami, Florida. The property is owned by Dr.
Joseph P. D'Angelo, his family and affiliated entities. Currently, no lease
agreement is in place for use of this property.

ITEM 3.  LEGAL PROCEEDINGS

We are subject, from time-to-time to litigation, to claims and suits arising in
the ordinary course of business. As of December 31, 2006 and 2005, we were not
party to any material litigation, claims or suits whose outcome we believe have
a material outcome on our financial statements.

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

No matters have been submitted during the year for vote.


                                       4
<PAGE>

                                    PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
         BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

Currently our equity is not publicly traded on the Over the Counter Bulletin
Board. Our common stock was previously quoted on the Pink Sheets.

There have been extended periods of no trading of our stock since it began
trading.

As of December 31, 2007, there are over 900 shareholders of record of our common
stock. We have a total of 19,242,459 shares of common stock currently issued and
outstanding.

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

DEVELOPMENT STAGE ACTIVITIES

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

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

Focus on Large Market Opportunities We will concentrate our development efforts
on large existing markets in which we believe there could be significant demand
for our products; and

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

Our cash on hand is insufficient to meet our anticipated needs for working
capital, capital expenditures, and business development for the next twelve
months. We do not currently maintain any lines of credit, nor do we it have any
agreements in place for additional capital.






                                       5
<PAGE>
                          ITEM 7. FINANCIAL STATEMENTS




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


                              FINANCIAL STATEMENTS
                           December 31, 2007 and 2006




                                       6
<PAGE>


                                TABLE OF CONTENTS





                                                                       Page No.

Financial Statements:

            Report of Independent Registered Public Accounting Firm          8

            Balance Sheet                                                    9

            Statements of Loss (including cumulative amounts from development
              stage beginning January 1, 2005)                              10

            Statements of Changes In Deficiency In Assets                   11

            Statements of Cash Flows (including cumulative amounts from
              development stage beginning January 1, 2005)                  12

            Notes to Financial Statements                                   13




                                       7
<PAGE>
Dohan and Company                                           7700 N Kendall Drive
Certified Public Accountants                                          Suite #200
                                                            Miami, Florida 33156
                                                       Telephone: (305) 274-1366



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
Americare Health Scan, Inc. (A Development Stage Company)
Miami, Florida

We have audited the accompanying balance sheet of Americare Health Scan, Inc. (A
Development Stage Company) as of December 31, 2007, and the related statements
of deficiency in assets and cash flows for the years ended December 31, 2007 and
2006, and statements of loss of operations including cumulative amounts from
development stage (January 1, 2005) through December 31, 2007. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (placecountry-regionUnited States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits include consideration of
internal control over financial reporting as a basis of designing audit
procedures that are appropriate in the circumstances, for the purpose of
expressing an opinion of the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
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 financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2007 and 2006 and the deficiency in assets and the cash flows for the years
ended December 31, 2007 and 2006, and cumulative results from development stage
from January 1, 2005 through December 31, 2007, in conformity with U.S.
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has used, rather than provided, cash from development
stage activities, has a working capital deficiency, and has incurred a
cumulative net loss of $2,216,558 from development stage activities since
January 1, 2005. These factors and others, raise substantial doubt about the
Company's ability to continue as a going concern. The ability of the Company to
continue business is subject to its ability to secure additional capital to meet
its obligations and fund development stage activities and future operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.




                                             /s/Dohan and Company, CPAs


Miami, Florida
October 16, 2008



                                       8
<PAGE>

                           AMERICARE HEALTH SCAN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               December 31, 2007


ASSETS
   Cash and cash equivalents                     $     1,144
   Deferred tax asset                                      -
                                                 ------------
TOTAL CURRENT ASSETS                                   1,144
                                                 ------------
TOTAL ASSETS                                     $     1,144
                                                 ============

LIABILITIES AND DEFICIENCY IN ASSETS

CURRENT LIABILITIES
  Accounts payable and accrued expenses          $    34,933
  Accrued interest                                 2,030,893
  Accrued officer's compensation                   2,392,000
  Due to stockholder                                  53,831
  Notes payable-stockholders                       2,923,764
                                                 ------------
TOTAL CURRENT LIABILITIES                          7,435,421
                                                 ------------

COMMITMENTS AND CONTINGENCIES (Note 7)

DEFICIENCY IN ASSETS
  Common stock, par value $0.001 per share;
     50,000,000 shares authorized;
     19,242,459 shares issued and outstanding
     in 2007 and 2006                                  19,242
  Additional paid-in capital                        1,662,250
  Accumulated deficit from development stage       (2,216,558)
  Accumulated deficit                              (6,899,211)
                                                  ------------
DEFICIENCY IN ASSETS                               (7,434,277)
                                                  ------------
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS        $     1,144
                                                  ============

The accompanying notes are an integral part of these financial statements.




                                       9
<PAGE>

                           AMERICARE HEALTH SCAN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               STATEMENTS OF LOSS

                                   Cumulative Amounts
                                    From Development    For the         For the
                                    Stage (January 1,   Year Ended    Year Ended
                                   2005) through      December 31,  December 31,
                                   December 31, 2007)     2007          2006
                                   -----------------  ------------  ------------

REVENUE                             $             -   $         -   $         -
                                   -----------------  ------------  ------------

GENERAL AND ADMINISTRATIVE EXPENSES
   Auto expense                               3,226            18           277
   Banking fees and service charges          10,779            40         4,237
   Insurance                                 23,044             -         6,695
   Legal and professional                    42,545         6,411        25,590
   Management fees                           72,195        11,798        27,407
   Meals and entertainment                    4,073             -             -
   Office expenses                            7,336           510         4,786
   Officer's compensation                   624,000       208,000       208,000
   Penalties and interest                    21,708            50        21,658
   Postage and delivery                       1,785             -           888
   Repairs and maintenance                    3,730         1,397           504
   Salaries                                 199,818             -        47,649
   Taxes and licenses                        20,076            75         7,379
   Telephone                                 20,828         3,343         8,907
   Travel                                    27,216             -             -
   Utilities                                 46,441         4,431        22,580
                                     ---------------  ------------  ------------
TOTAL GENERAL AND ADMINISTRATIVE
      EXPENSES                            1,128,800       236,073       386,557
                                     ---------------  ------------  ------------

LOSS BEFORE OTHER INCOME (EXPENSES)      (1,128,800)     (236,073)     (386,557)
                                     ---------------  ------------  ------------
OTHER INCOME (EXPENSES)
   Other income                              90,451         6,290        58,907
   Interest expense                      (1,176,408)     (459,314)     (413,663)
   Other expense                             (1,801)            -         (934)
                                      --------------  ------------  ------------
TOTAL OTHER INCOME (EXPENSES)            (1,087,758)     (453,024)     (355,690)
                                      --------------  ------------  ------------

LOSS BEFORE PROVISION FOR                (2,216,558)     (689,097)     (742,247)
     INCOME TAXES

PROVISION FOR INCOME TAXES                       -              -             -
                                      --------------  ------------  ------------

NET LOSS                              $  (2,216,558)  $  (689,097)  $  (742,247)
                                      ==============  ============= ============

NET LOSS PER SHARE - BASIC AND DILUTED                      (0.04) $      (0.04)
                                                     ============= =============
WEIGHTED AVERAGE NUMBER OF
     SHARES OF COMMON OUTSTANDING
     BASIC AND DILUTED                                 19,242,459    19,242,459
                                                     ============= =============
   The accompanying notes are an integral part of these financial statements.


                                       10
<PAGE>
<TABLE>
<CAPTION>

                           AMERICARE HEALTH SCAN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF CHANGES IN DEFICIENCY IN ASSETS
<S>                         <C>          <C>           <C>         <C>           <C>

                                                   ADDITIONAL
                           COMMON       STOCK       PAID-IN    ACCUMULATED
                           SHARES       AMOUNT      CAPITAL      DEFICIT        TOTAL
                          -----------  ---------- ----------- -------------  ------------

BALANCES,JANUARY 1, 2005   19,242,459  $   19,242  $1,662,250  $(6,899,212)  $(5,217,720)

Net loss - 2005                     -         -          -        (785,213)     (785,213)
                          ----------- ----------- ----------- ------------   ------------

BALANCES,DECEMBER 31, 2005 19,242,459      19,242   1,662,250   (7,684,425)   (6,002,933)

Net loss - 2006                     -         -             -     (742,247)     (742,247)
                          ----------- ----------- ----------- ------------   ------------
BALANCES,DECEMBER 31, 2006 19,242,459      19,242   1,662,250   (8,426,672)   (6,745,180)

Net loss - 2007                     -         -             -     (689,097)     (689,097)
                          ----------- ----------- ----------- ------------   ------------
BALANCES,DECEMBER 31, 2007 19,242,459 $    19,242 $ 1,662,250  $(9,115,769)  $(7,434,277)
                          =========== =========== =========== ============   ============


<FN>

The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>



                                       11
<PAGE>

                           AMERICARE HEALTH SCAN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

                                    Cumulative Amounts
                                    From Development    For the       For the
                                   Stage (January 1,   Year Ended    Year Ended
                                      2005) through   December 31,  December 31,
                                    December 31, 2007    2007           2006
                                   ------------------ ------------  ------------
CASH FLOWS FROM DEVELOPMENT
  STAGE ACTIVITIES:
  Net loss                           $   (1,527,460)   $ (689,097)  $  (742,247)
  Changes in assets and liabilities:
  (Decrease) increase in accounts             4,394       (74,025)      (57,448)
    payable and accrued expenses
  Increase in accrued interest              717,094       459,314       413,663
  Increase in accrued officer's
    compensation                            416,000       208,000       208,000
  Increase in due to stockholder             28,125        25,710        28,125
                                   ------------------ ------------  ------------
  Net cash used in development
   stage activities                        (361,847)     (70,098)     (149,907)
                                   ------------------ ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net transactions from notes               363,067        70,022       151,127
    payable - stockholders
                                   ------------------ ------------  ------------
  Net cash provided by financing
   activities                               363,067        70,022       151,127
                                   ------------------ ------------  ------------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS                                 1,144           (76)         1,220
                                   ------------------ ------------  ------------

CASH AND CASH EQUIVALENTS - BEGINNING             -         1,220             -
OF YEAR                            ------------------ ------------  ------------

CASH AND CASH EQUIVALENTS - END      $        1,144   $     1,144    $    1,220
OF YEAR                            ================== ============   ===========

SUPPLEMENTAL DISCLOSURES:
                                                      $         -    $        -
 Income taxes paid                                    ============   ===========

 Interest paid                                        $        -     $        -
                                                      ============   ===========


   The accompanying notes are an integral part of these financial statements.



                                       12
<PAGE>

                           AMERICARE HEALTH SCAN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DEVELOPMENT STAGE ACTIVITIES

Americare Health Scan, Inc. (A Development Stage Company) (the "Company") was
incorporated under the laws of the State of Florida on February 3, 1994, and is
in the development stage to develop technological solutions for medical, dental,
and high tech industries and consequently bring the developed technologies to
the marketplace. The Company has not yet obtained necessary approvals to market
the products it is developing. Commencing January 1, 2005, the Company is
considered to be in the development stage.

BASIS OF PRESENTATION

The accompanying financial statements have been prepared by the Company in
conformity with generally accepted accounting principles in the
placecountry-regionUnited States of America.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Cash, accounts payables, accrued expenses, debt and other liabilities are
carried at amounts which reasonably approximate their fair value due to the
short-term nature of these amounts or due to variable rates of interest which
are consistent with current market rates.

USE OF ESTIMATES

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

INCOME TAXES

The Company follows the provisions of SFAS No. 109, "Accounting for Income
Taxes". SFAS No. 109 is an asset and liability approach that requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequence of the difference in events that have been recognized in the
Company's financial statements compared to the tax returns.









                                       13
<PAGE>

                           AMERICARE HEALTH SCAN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BASIC AND DILUTED NET LOSS PER SHARE

The Company follows the provisions of Statement of Financial Accounting
Standards No. 128 (SFAS No. 128), "Earnings Per Share". SFAS No. 128 requires
companies to present basic earnings (loss) per share (EPS) and diluted EPS,
instead of primary and fully diluted EPS presentations that were formerly
required. Basic EPS is computed by dividing net income or loss by the weighted
average number of common shares outstanding during each year. For the periods
presented, the Company had no potentially dilutive instruments.

RECLASSIFICATIONS

Certain reclassification amounts in the prior year financial statements have
been made for comparative purposes to conform to the current year presentation.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109". FIN 48 clarifies that accounting for
uncertainty in income taxes recognized under SFAS No. 109 "Accounting for Income
Taxes". FIN 48 prescribes a recognition threshold and measurement attribute for
financial statement recognition measurement of a tax position taken or expected
to be taken in a tax return and also provides guidelines on various related
matters such as derecognition, measurement and classification of income tax
uncertainties, interest and penalties, and disclosure. FIN 48 also includes
guidance concerning accounting for income tax uncertainties in interim periods
and increases the level of required disclosures associated with any recorded
income tax uncertainties. The differences between the amount recognized in the
statement of financial position prior to the adoption of FIN 48 and the amounts
reported after adoption are to be accounted for as a cumulative-effect
adjustment recorded to the beginning balance of retained earnings. FIN 48 was
effective beginning in fiscal year 2007 and did not have a material effect on
the Company's financial position, results of development stage activities or
liquidity.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". This
statement defines fair value, establishes a framework for measuring fair value
while applying generally accepted accounting principles, and expands disclosures
about fair value measurements. SFAS No. 157 establishes a fair value hierarchy
that distinguishes between (1) market participant assumptions based on market
data obtained from independent sources and (2) the reporting entity's own
assumptions developed based on unobservable inputs. The Company is still
evaluating the impact of SFAS No. 157 on its financial statements, which is
effective beginning in the fiscal year 2008, but does not expect its adoption to
have a material impact on its financial statements.

In September 2006, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 108 (SAB No. 108) "Considering the Effects of Prior Year
Misstatements When Qualifying Misstatements in Current Year Financial
Statements". SAB No. 108 provides interpretive guidance on how the effects of
the carryover or reversal of prior year misstatements should be considered in
qualifying a current year misstatement. The SEC staff believes that registrants
should qualify errors using both a balance sheet and income statement approach
and evaluate whether



                                       14
<PAGE>

                           AMERICARE HEALTH SCAN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

either approach results in qualifying a current year misstatement that, when all
relevant quantitative and qualitative factors are considered, is material. The
provisions of SAB No. 108 were effective for the Company's fiscal year ending
December 31, 2006. The adoption of SAB No. 108 did not have a material impact on
the Company's financial statements.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, the Company incurred net
losses of $689,098 and $742,247 for the years ended December 31, 2007 and 2006
and as of those dates, the Company had negative working capital. Those factors,
as well as the need to obtain additional financial resources, create an
uncertainty about the Company's ability to continue as a going concern.
Management of the Company is developing a plan to finance its continuing
research and development activities through the issuance of debt or equity
securities. The ability of the Company to continue as a going concern is
dependent on the success of the plan or the continued support of the Company's
major stockholder.

NOTE 3 - NOTES PAYABLE - STOCKHOLDERS

The Company received advances from stockholders in exchange for on-demand
promissory notes. These notes accrued interest at a compounded rate of the prime
rate plus 2% as of the last day of each quarter, but no less than 8% or greater
than 18%. The aggregate principal balance of these notes at December 31, 2007
and 2006, was $2,923,764 and $2,853,738, respectively. Interest expense for the
years then ended approximated $459,314 and $413,663.

NOTE 4 - INCOME TAXES

Deferred taxes are provided for the temporary differences in basis of the
Company's assets and liabilities and their reported amounts. These differences
relate principally to the expected benefits of net operating loss carryforwards.
Deferred tax assets and liabilities are determined based on the enacted rates
that are expected to be in effect when these differences are expected to
reverse. Deferred tax expense or benefit is the result of the changes in the
deferred tax assets and liabilities.

As of December 31, 2007, the Company had a net operating loss carryforward of
approximately $1,915,635. This loss may be carried forward to offset federal
income taxes in various future years through the year 2027.

Due to uncertainties regarding the levels of future earnings, the Company has
recorded a valuation allowance to reflect the estimated amount of deferred tax
assets that may not be realized, principally due to the expiration of net
operating loss carry forwards.








                                       15
<PAGE>

                           AMERICARE HEALTH SCAN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006


NOTE 4 - INCOME TAXES (CONTINUED)

The components of the net deferred tax assets are as follows:

                                         2007                 2006
                                    ------------          -----------
Deferred tax assets:

Net operating loss carryforwards    $   392,705          $   313,129
Less: Valuation allowance              (392,705)            (313,129)
                                    -----------           -----------
Net deferred tax asset              $        -           $         -
                                    ===========           ===========

The Company's tax benefit differs from the "expected" tax expense (benefit) for
the years ended December 31, (computed by applying the federal corporation tax
rate of 15% to the loss before taxes), as follows:
                                                          2007           2006
                                                     ------------   ------------
         Statutory rate applied to loss
           before income taxes                       $    287,345   $   229,119
         State income taxes, net of
           federal income tax effect                      105,360        84,010
                                                     ------------   ------------
             Changes in valuation allowance          $    392,705   $   160,969
                                                     ============   ============
NOTE 5 - LOSS PER SHARE

Basic loss per share is computed by dividing the loss for the year by the
weighted average number of common shares outstanding during the year. Diluted
loss per share does not include the effects of common stock equivalents as they
are anti-dilutive.

Basic weighted and dilutive average numbers of shares outstanding as of both
December 31, 2007 and 2006, was 19,242,459 shares and the loss per share was
$0.04 for each year.

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company paid management fees to a related entity for bookkeeping, janitorial
and administrative services. Fees paid are based on an allocation of salaries
and payroll taxes for employees of the related entity as a percentage of time
spent on behalf of the Company. The related entity is controlled by the
President of the Company. Management fees paid to the related entity for the
years ended December 31, 2007 and 2006, were $11,798 and $27,407, respectively.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company has an employment agreement with the President and Chief Executive
Officer for an indefinite period of time or until there is a majority vote by
the Board of Directors to elect a new President and Chief Executive Officer. The
agreement calls for compensation in the amount of $52,000 per calendar quarter
($208,000 per calendar year), which has been accrued and amounts to $2,392,000
and $2,184,000 at December 31, 2007 and 2006.

The Company has not filed its 2007 or 2006 income tax returns.



                                       17
<PAGE>


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

Effective August 2008, the Company retained Dohan and Company, CPA, PA to
conduct its independent audits of the Company's financial statements. The
independent auditor's report as of and for the years ended December 31, 2006 and
2005, is included in Item 7 above.

There were no disagreements between the Company and Dohan and Company, CPA, PA
on any matter of accounting principles or practices, financial statement
disclosures or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of Dohan and Company, CPA, PA would have caused it
to make reference to the subject matter of the disagreements in connection with
its report.


ITEM 8A.  CONTROLS AND PROCEDURES

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, including any significant deficiencies or material weaknesses
of internal controls that would require corrective action.

ITEM 8B.  OTHER INFORMATION

None

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

The Board of Directors of Americare Health Scan, Inc. (A Development Stage
Company) currently consists of eight members. All directors hold office until
the next annual meeting of stockholders scheduled for April 22, 2009, or until
their successors are duly elected and qualified. Officers are elected to serve,
subject to the discretion of the Board of Directors, until the successors are
appointed.

The names of the directors and executive officers of the Company, their
positions with the Company, and certain biographical information follows:

Joseph P. D'Angelo, D.D.S. (Chief Executive Officer, President, Treasurer, and
Director) has serves as the CEO, President, Treasurer, and Chairman of the
Company's Board of Directors since its inception. He is, and has been since
1986, President and Chairman of the Board of Americare Services, Inc., a
multifaceted health care facility serving South Florida by providing a full
range of home care medical services. These services include providing patients
with pharmaceutical supplies, nursing services, intravenous therapy, nutritional
therapy and durable medical equipment. He has developed a variety of medical
devices, application technology and diagnostic products. Dr. D'Angelo's research
into the production of an AIDS auto-vaccine has been recognized by the National
Institutes of Health, and he is the co-developer of the Company's transdermal
technology. He has been Knighted by the Knights of Malta, Rome, Italy, and has
had a flag flown over the United States capitol in his honor. The City of
Buffalo proclaimed June 1, 1992, as "Dr. Joseph P. D'Angelo Day" in recognition
of his many years of service and contributions to his community.

                                       18
<PAGE>

ROBERT CANO (Chief Financial Officer) Mr. Cano has been our CFO since April of
2008. Mr. Cano also worked for Interlink Global Corp. as a Controller and Chief
Financial Executive Officer from September 2005 through December 2006. His work
experience has been extensive. He is a graduate of Miami-Dade Community College
(majoring in Accounting and Computer Science) and Florida International
University, where he received a BS Degree in Accounting. From June 1998 through
February 2000, Mr. Cano was an accountant with Victoria Porcelain Corp. in
Miami, Florida. He was responsible for various accounting areas, including
accounts receivable, accounts payable, payroll and general ledger entries, as
well as credit and collections and the Company's MIS department. From February
through September 2000, he was the Human Resources Manager for USA Broadcasting
in Miami,Florida. He was responsible for the daily activities of the South
Florida Region and reporting activities to the corporate office in Los Angeles,
California. From September 2000 through May 2002, Mr. Cano was an accountant
with Add@shop.com in Miami, Florida. In working for one of the first e-commerce
companies to be registered in South Florida at the beginning of the millennium,
he was responsible for accounting, financial statement reporting and developing
and implementing internal controls. From June 2002 through May 2003, he was the
Comptroller for International Maritime Preservation, Inc. in Miami, Florida. His
responsibilities included all aspects of accounting and financial reporting, as
well as the development and implementation of inventory controls. Mr. Cano was
also in charge of integrating the accounting of the Company's operations in
Trinidad and Tobago through DSL connectivity. From June 2003 through September
2005, Mr. Cano was the Comptroller for Time Piece International, Inc. in Miami,
Florida. In addition to overall accounting, supervisory and financial reporting
duties, his responsibilities included the restructuring of various South Florida
operations and various IT duties, including the supervision and troubleshooting
of the network system for the entire Company.

Joel P. Kallan, M.D. (Director) is and has been a director and stockholder since
the Company's inception. He is currently and has been a practicing orthopedic
surgeon. Since 1980, Dr. Kallan has been a clinical professor in the Department
of Orthopedics at the University of Miami School of Medicine. He is a Diplomat
of the National Board of Medical Examiners, and has served on the Advisory
Boards of many organizations.

M. Eugene D'Angelo (Director) Mr. D'Angelo's multi-disciplinary background gives
him a unique ability to apply advanced analytical techniques to a variety of
challenging problems. He has extensive education and experience in many areas of
science, engineering, finance and mathematics and has been using the computer to
solve difficult problems for over 35 years. Mr. D'Angelo earned a Ph.D from
University of Central Florida in Industrial Engineering, and a Masters Degrees
in Finance and Operations Research from the University of New York at Buffalo.

ITEM 10. EXECUTIVE COMPENSATION

The Company has an employment agreement with the President and Chief Executive
Officer for an indefinite period of time or until there is a majority vote by
the Board of Directors to elect a new President and Chief Executive Officer. The
agreement calls for compensation in the amount of $52,000 per calendar quarter
($208,000 per calendar year).

                                       19
<PAGE>

I.  Summary Compensation Table

The following table sets forth certain information regarding compensation
expense for each of the last three years to our executive officer. We have an
employment agreement with the President/Chief Executive Officer. All amounts
presented have been accrued.

--------------------------------------------------------------------------------
Annual Compensation                       Long-Term Compensation
----------------------------------------- --------------------------------------
                                 Awards Payouts
----------------------------------------- ---------------------- ---------------
(a)            (b)   (c)   (d)   (e)       (f)        (g)       (h)      (i)
----------- ---- ------ ----- ------ ---------- ----------- ------- ----------
Name and    Year Salary  Bonus Other Restricted   Option/     LTIP    All Other
Principal               Annual Stock              SARs                Payouts
Position                Comp   Awards
----------  ---- ------ ----- ------ ---------- ----------- ------- ----------

Dr. Joseph  2007 $208,000 $ -  $  -     $  -       $  -       $  -    $  -
P. D'Angelo 2006 $208,000 $ -  $  -     $  -       $  -       $  -    $  -
President   2005 $208,000 $ -  $  -     $  -       $  -       $  -    $  -
and
Chief
Executive
Officer
------------- ---- ------ ----- ------ ---------- ----------- ------- ----------

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth certain information regarding the ownership of
the Company's common stock as of December 31, 2007, by the Company's directors,
officers and employees.

----------------------- -------------------- ----------------------- -----------
TITLE OF CLASS           NAME                   AMOUNT AND NATURE        PERCENT
                                               OF BENEFICIAL OWNER      OF CLASS
----------------------- --------------------- ----------------------- ----------
Common Par Value $0.001  Dr.Joseph P.D'Angelo,       17,253,518 shares;     89%
                         individually, his family      CEO,President,
                         and affiliated entities      Treasurer & Director;
                                                      family and affiliated
                                                      entities under common
                                                          control
----------------------- -------------------- ----------------------- -----------
TITLE OF CLASS           NAME                   AMOUNT AND NATURE        PERCENT
                                               OF BENEFICIAL OWNER      OF CLASS

---------------------- ---------------------- ----------------------- ----------
Common Par Value $0.001  Directors, officers     1,988,941 shares          11%
                         and others
---------------------- ---------------------- ----------------------- ----------

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

No other individual or entity owns 5% or more of the Company's issued and
outstanding shares. There are currently no arrangements that may result in
"Changes in Control" of the Company as that term is defined by the provisions of
Item 403(c) of Regulation S-B.

Daycon Investors, Associates Inc., and a company owned and controlled by Dr.
D'Angelo, his family, and affiliated entities.





                                       20
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

The property used by us is owned by an entity owned and controlled by
Dr.D'Angelo, his family and affiliated entities. Our financial books and
records, banking and expenses are managed by Daycon Data Management in exchange
for a monthly management fee.

TRANSFER AGENT AND REGISTRAR

Fidelity Transfer Company has been appointed as the transfer agent and registrar
for the Company's common stock. They are located in Salt Lake City, Utah.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION AND BYLAWS

There are no Anti-Takeover provisions in the Articles of Incorporation or Bylaws
for the Company.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Current reports on Form 8-K dated October 9, 2008, Item 4.01, as filed with the
Commission on October 8, 2008.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Dohan and Company, CPA, PA billed or has accrued $37,500 for professional
services rendered for the audit of our annual financial statements for the year
ended December 31, 2006 and 2005 and the reviews of the financial statements
included in our Forms 10-QSB for that year. For the year ended December 31,
2007, the amount billed or accrued for the same services is expected to be
$25,000.

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

                                         /s/ AMERICARE HEALTH SCAN, INC.
                                         -------------------------------
                                             (Registrant)

                                        By:/s/ Dr. Joseph P. D'Angelo
                                        ----------------------------
                                        DR. JOSEPH P. D'ANGELO, PRESIDENT
                                        AND CHIEF EXECUTIVE OFFICER
Date: October 22, 2008

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

                                        By:/s/ Dr. Joseph P. D'Angelo
                                        -----------------------------
                                        DR. JOSEPH P. D'ANGELO, PRESIDENT
                                        AND CHIEF EXECUTIVE OFFICER

                                        By:/s/ Robert Cano
                                        ---------------------------------
                                        CHIEF FINANCIAL OFFICER

                                       21
<PAGE>