<PAGE>

FORM 10QSB FOR MID-ATLANTIC HOME HEALTH NETWORK, INC. FILED ON AUGUST 14, 2000


                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended June 30, 2000


Commission File Number D-24165


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.

         Nevada                                              93-1108124


                         7504 Diplomat Drive, Suite 101
                               Manassas, Virginia
                                   20109-2631

                                  703/335-1957


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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 12,591,142 shares of $.001 par
value common stock as of June 30, 2000.

<PAGE>

                     MID-ATLANTIC HOME HEALTH NETWORK, INC.

                         PART I - FINANCIAL INFORMATION


                                                                         PAGE


Condensed Balance Sheets for June 30, 2000 and June 30, 1999...............1


Condensed Statements of Income for the Six Months ended
June 30, 2000 and 1999.....................................................2


Condensed Statements of Cash Flows for the Six Months ended
June 30, 2000, and 1999....................................................3


Notes to Condensed Financial Statements....................................4


Management's Discussion and Analysis or Plan of Operation..................7


                           PART II - OTHER INFORMATION

Legal Proceedings..........................................................9

Changes in Securities and Use of Proceeds - No Change......................-

Defaults upon Senior Securities - N/A......................................-

Other Information..........................................................9

<PAGE>

<TABLE>
                     MID-ATLANTIC HOME HEALTH NETWORK, INC.

                           CONSOLIDATED BALANCE SHEET

<CAPTION>
                                                                 UNAUDITED        AUDITED
                                                                 30-Jun-00       31-Dec-99
                                                               -------------   -------------
<S>                                                            <C>             <C>
Current Assets
   Cash and cash equivalents                                   $    887,104    $    548,889
   Accounts receivable, net of allowances                         7,632,809       4,278,363
   Due from affiliates                                              237,002         273,343
   Prepaid expenses and other current assets                        400,610         187,760
   Deferred tax asset                                                72,000          72,000
                                                               -------------   -------------
           Total current assets                                   9,229,525       5,360,355
                                                               -------------   -------------
Property and Equipment, net                                         318,932         278,779
                                                               -------------   -------------
Other Assets

   Goodwill                                                         763,229         781,239
   Other assets                                                      61,303          30,786
                                                               -------------   -------------
           Total other assets                                       824,532         812,025
                                                               -------------   -------------
           Total assets                                        $ 10,372,989    $  6,451,159
                                                               =============   =============

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Current portion of long-term debt                           $      8,080    $     16,393
   Notes payable                                                  6,035,162       2,993,081
   Accounts payable                                                 431,320         325,605
   Accrued salaries and related employee benefits                   490,390         397,881
   Other current liabilities                                        283,998         164,270
   Income taxes payable                                             344,490         125,090
                                                               -------------   -------------
           Total current liabilities                              7,593,440       4,022,320
                                                               -------------   -------------
   Long-term debt                                                   295,026         294,123
                                                               -------------   -------------
           Total liabilities                                   $  7,888,466    $  4,316,443
                                                               =============   =============

STOCKHOLDERS' EQUITY
   Common stock, Class A, $.001 par value,
    200,000,000 shares authorized, 12,591,142 and 12,621,202
    shares issued and outstanding at 6/30/00 and 12/31/99      $     12,591    $     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                                     1,058,515       1,103,485
   Retained earnings                                              1,542,657       1,197,850

   Stock subscription receivable                                   (139,250)       (189,250)
                                                               -------------   -------------
           Total stockholders' equity                             2,484,523       2,134,716
                                                               -------------   -------------
           Total liabilities and stockholders' equity          $ 10,372,989    $  6,451,159
                                                               =============   =============
</TABLE>

                                                  1
<PAGE>

                     MID-ATLANTIC HOME HEALTH NETWORK, INC.

                         CONSOLIDATED INCOME STATEMENT
                               U N A U D I T E D


                                                   30-Jun-00         30-Jun-99
                                                 -------------     -------------

REVENUES                                         $ 13,142,254      $  8,492,997

EXPENSES
   Salaries                                         9,845,642         6,528,949
   General and administrative                       2,414,819         1,520,482
   Depreciation & amortization                         35,103            31,865
   Interest                                           281,885           200,179
                                                 -------------     -------------
           Total expenses                          12,577,449         8,281,475
                                                 -------------     -------------
           Income before income taxes                 564,805           211,522

PROVISION FOR INCOME TAXES                           (219,399)          (82,404)
                                                 -------------     -------------
           Net income                            $    345,406      $    129,118
                                                 =============     =============

EARNINGS PER COMMON SHARE                        $      0.027      $      0.010

                                       2
<PAGE>

                     MID-ATLANTIC HOME HEALTH NETWORK, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                     FOR THE SIX MONTHS ENDED JUNE 30, 2000


                                                          2000          1999
                                                     ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (loss)                                  $   345,406    $   129,118
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                       35,103         31,865
      Changes in assets and liabilities:
         Accounts receivable                          (3,354,446)    (1,690,540)
         Due from affiliates                              36,341       (223,568)
         Prepaid expenses and other current assets      (212,850)      (103,511)
         Other assets                                          -        (58,045)
         Deferred tax asset                              105,715              -
         Accounts payable                              3,042,081        105,691
         Accrued salaries                                119,728        157,388
         Income taxes payable                            219,400              -
         Other current liabilities                             -         19,409
                                                     ------------   ------------
      Net cash provided by operating activities          336,478     (1,632,193)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of property, plant and equipment           (57,245)           462
  Acquisition of other assets                            (30,517)
                                                     ------------   ------------
      Net cash provided by investing activities          (87,762)           462

CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of long term debt                             (7,410)        (7,301)
  Dividends paid on preferred stock                         (600)          (600)
  Changes in notes payable                                92,509      1,243,327
  Redemption of stock                                      5,000              -
                                                     ------------   ------------
      Net cash provided by financing activities           89,499      1,235,426

      Net increase (decrease) in cash                    338,215       (396,305)

CASH AND CASH EQUIVALENTS
Cash balance, December 31,                               548,889        816,294
                                                     ------------   ------------
Cash balance, June 30,                               $   887,104    $   419,989
                                                     ============   ============

                                       3
<PAGE>

                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2000 and 1999


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), Atlis
         Federal Services d/b/a National Nurses Service, Inc. and the Center for
         Ambulatory and Home Infusion Services, Inc. (CAHIS).

         The Company acquired the Center for Ambulatory and Home Infusion
         Services 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 year 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.

                                       4
<PAGE>

                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2000 and 1999


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 are 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.

         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%.

                                       5
<PAGE>

                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2000 and 1999


NOTE 1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

         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.  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 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.

         There's been a ruling in favor of the Plaintiff. However, Mid-Atlantic
         is going to appeal that decision.

                                       6
<PAGE>

                     MID-ATLANTIC HOME HEALTH NETWORK, INC.

                            Filed on August 14, 2000


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


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


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

Consolidated Results of Operations:
-----------------------------------

         For the first six months of 2000, MAHN had consolidated revenue of
$13,132,000 versus $8,493,000 for the first six months of 1999. The increase of
$4,639,000 represents a gain of 54 percent.

         Operating expenses for the first six months of 2000 totaled $12,577,000
versus $8,281,000 a year ago. Operating expenses increased $4,296,000 or 51
percent.

         For the first half of Year 2000, our operating income before income
taxes totaled $565,000 versus $212,000 a year ago. This change represents a gain
of $353,000. After taxes, MAHN had net income of $345,000 versus $129,000 a year
ago.

         As depicted below, there has been substantial revenue growth and profit
growth by MAHN entities. However, MAHN continues to experience difficulties
recruiting sufficient nursing personnel to meet the demand placed on the
Company.


                       NATIONAL NURSES SERVICE, INC. (NNS)
                       -----------------------------------

Gross Profit Margin:
--------------------

         Sales for the first six months of this fiscal year totaled $8,403,000
versus $5,774,000 a year ago. The increase of $2,629,000 represents a 45.5
percent increase for our medical staffing operations.

         The gross profit margin for NNS' medical staffing office in Silver
Spring, Maryland totaled $851,000 or 20.4 percent for the first six months of
this fiscal year. This compares to a gross profit margin of $603,000 or 20.5
percent a year ago. A new office located in Fairfax, Virginia had a gross profit
margin of $123,000 or 23.4 percent from its first six months of operations. (It
should be noted that a portion of its revenues were formally generated out of
the Silver Spring, Maryland office.)

         Richmond's medical staffing office had a gross profit margin of
$844,000 or 26.5 percent versus $618,000 or 25.5 percent a year ago.

                                       7
<PAGE>

Operating Expenses and Income:
------------------------------

         Total operating expenses for the combined operations of NNS totaled
$7,788,000 for the first six months of this fiscal year. Income totaled
$615,000. This compares favorably against the 1999 six month data: operating
expenses were $5,523,000 and income before tax was $251,000. Income before tax
increased $364,000 which is due to increasing demand for our nurse staffing
services.


                   HUNT COUNTRY NURSING SERVICES, INC. (HCNS)
                   ------------------------------------------

Revenues:
---------

         HCNS, our private duty nursing company, with offices in Fairfax,
Manassas, Winchester, Warrenton, Fredericksburg, Charlottesville, Richmond and
Tappahannock, Virginia had significant revenue growth in the first six months of
this fiscal year. For the first six months, revenues totaled $4,076,000 versus
$2,182,000 a year ago. On a percentage basis, the increase of $1,894,000
represents a 86.8 percent increase.

Operating Expenses:
-------------------

         Operating expenses increased to $4,005,000 for the first six months of
this year versus $2,157,000 in 1999. The increase represents a 85.6 percent
increase:

Income (Loss):
--------------

         For the first half of Year 2000, HCNS has income before taxes of
$71,000 versus $25,000 a year ago.


                         HUNT COUNTRY HOME HEALTH, INC.
                         ------------------------------

Revenues:
---------

         The revenues for the first half of Year 2000 totaled $645,000 versus
$503,000 a year ago.

Operating Expenses:

         Operating expenses increased from $502,000 in 1999 to $643,000 for the
first six months of 2000.

Income (Loss):
--------------

         For the first six months of 2000, HCHH had a gain of $2,000 versus a
gain of $271 a year ago.


       THE CENTER FOR AMBULATORY AND HOME INFUSION SERVICES, INC. (CAHIS)
       ------------------------------------------------------------------

         The durable medical equipment functions of this company are
administered by Hunt Country Nursing Services, Inc. and the results of
operations related to that activity are included in HCNS. CAHIS generated net
income before taxes of $10,000 for the first quarter and there have been no
further transactions in the second quarter.

                                       8
<PAGE>

                          PART II - OTHER INFORMATION
                          ---------------------------

ITEM 1 - LEGAL PROCEEDINGS

         Reference is made to the contingent liability (see Note 2.)

         On July 19, 2000 the Circuit Court of Maryland entered a judgment
         against MAHN for $850,000. It is the intent of MAHN to appeal this case
         to the Appellate Court. MAHN will post an $850,000 letter of credit as
         collateral against the judgment awaiting an Appellate Court date and
         Appellate Court decision. These financial statements do not include any
         accrual for obligation which may occur in final settlement of this
         case.

ITEM 5 - OTHER INFORMATION

         The President of MAHN, Dennis Light, has announced plans to resign
         effective August 31, 2000 to pursue a consulting career.

                                       9


<PAGE>

                                   SIGNATURES


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


                                         MID-ATLANTIC HOME HEALTH NETWORK, INC.



Dated: August 14, 2000                   By:    /S/ Dennis Light
                                            -----------------------------------
                                                Dennis Light, President

                                       10