<PAGE>


   FORM 10QSB FOR MID-ATLANTIC HOME HEALTH NETWORK, INC. FILED ON MAY 17, 1999



                                   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 March 31, 1999


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: 12.631,202 shares of $.001 par
value common stock as of March 31, 1999.





<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.

                         PART I - FINANCIAL INFORMATION



                                                                            PAGE


Condensed Balance Sheets for March 31, 1999 and December 31, 1998..............1


Condensed Statements of Income for the Three Months ended
March 31, 1999 and 1998........................................................2


Condensed Statements of Cash Flows for the Three Months ended
March 31, 1999 and 1998........................................................3


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


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




<PAGE>

<TABLE>


MID-ATLANTIC HOME HEALTH NETWORK, INC.
CONSOLIDATED BALANCE SHEET

<CAPTION>
                                                                             UNAUDITED                  AUDITED
                                                                                31-Mar-99                 31-Dec-98
                                                                         -----------------          ----------------
<S>                                                                             <C>                       <C>
Current Assets
   Cash and cash equivalents                                             $        803,430           $       816,294
   Accounts receivable, net                                                       700,004                   392,314
   Due from affiliates                                                            327,157                   228,805
   Prepaid expenses and other current assets                                      230,642                   157,449
   Deferred tax asset                                                              34,000                    37,000
                                                                         -----------------          ----------------
           Total current assets                                                 2,095,233                 1,631,862

                                                                         -----------------          ----------------
Property and Equipment, net                                                       251,219                   253,221
                                                                         -----------------          ----------------

Other Assets
   Deposits
   Goodwill                                                                       661,188                   671,360
   Other assets                                                                    29,251                     3,058
                                                                         -----------------          ----------------
           Total other assets                                                     690,439                   674,418
                                                                         -----------------          ----------------
           Total assets                                                  $      3,036,891           $     2,559,501
                                                                         =================          ================

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts payable                                                      $        266,469           $       152,724
   Accrued salaries and benefits                                                  410,971                   255,220
   Other current liabilities                                                      175,436                   119,162
   Current portion of long-term debt                                               15,070                    15,988
                                                                         -----------------          ----------------
   Deferred revenue                                                      
                                                                         -----------------          ----------------
           Total current liabilities                                              867,946                   543,094
                                                                         -----------------          ----------------
   Long-term debt                                                                 304,494                   306,739
                                                                         -----------------          ----------------
           Total liabilities                                             $      1,172,440           $       849,833
                                                                         =================          ================

STOCKHOLDERS' EQUITY
   Common stock, Class A, $.001 par value,
    200,000,000 shares authorized 12,621,202
    shares issued and outstanding at 12/31/97                            $         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                                                              927,585                   772,802

   Stock subscription receivable                                                 (189,250)                 (189,250)
                                                                         -----------------          ----------------
           Total stockholders' equity                                           1,864,451                 1,709,668

                                                                         -----------------          ----------------
   Total Liabilities and Stockholders' Equity                            $      3,036,891           $     2,559,501
                                                                         =================          ================

</TABLE>



                                      -1-

<PAGE>

<TABLE>

U N A U D I T E D
MID-ATLANTIC HOME HEALTH NETWORK, INC.
CONSOLIDATED INCOME STATEMENT

<CAPTION>

                                                                                31-Mar-99                 31-Mar-98
                                                                         -----------------          ----------------

<S>                                                                             <C>                       <C>      
REVENUES                                                                 $      4,131,120           $     3,239,985

EXPENSES
   Salaries                                                                     3,124,999                 2,559,696
   General and administrative                                                     738,181                   749,039
   Depreciation & amortization                                                     15,377                    31,597
   Interest                                                                        96,316                    70,565

                                                                         -----------------          ----------------
           Total expenses                                                       3,974,873                 3,410,897
                                                                         -----------------          ----------------

           Income before income taxes                                             156,247                  (170,912)

PROVISION FOR INCOME TAXES                                                         (1,164)

                                                                         -----------------          ----------------
           Net income                                                    $        155,083           $      (170,912)
                                                                         =================          ================


EARNINGS PER COMMON SHARE                                                $          0.012           $        (0.014)

</TABLE>



                                      -2-

<PAGE>

<TABLE>

MID-ATLANTIC HOME HEALTH NETWORK, INC.
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999

<CAPTION>

                                                                               1998                      1999
                                                                         -----------------          ----------------
<S>                                                                              <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
           NET INCOME (LOSS)                                             $       (170,912)          $       155,083
           ADJUSTMENT TO RECONCILE NET INCOME
             TO CASH PROVIDED BY OPERATING ACTIVITIES:
                     DEPRECIATION AND AMORTIZATION                                 31,597                    15,376
                     CHANGES IN ASSETS AND LIABILITIES
                       ACCOUNTS RECEIVABLE                                         15,767                  (307,690)
                       DUE FROM AFFILIATES                                         93,783                   (98,352)
                       PREPAID EXPENSES                                          (228,390)                  (73,193)
                       OTHER ASSETS                                                                         (32,968)
                       DEFERRED TAX ASSET                                                                     3,000
                       ACCOUNTS PAYABLE                                            72,725                   113,745
                       ACCRUED SALARIES                                             9,421                   155,751
                       OTHER CURRENT LIABILITIES                                   59,933                    56,274
                       DEFERRED REVENUE                                            14,850
                                                                         -----------------          ----------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                        (101,226)                  (12,974)

CASH FLOWS FROM INVESTING ACTIVITIES:
           ACQUISITION OF PROPERTY, PLANT AND EQUIPMENT                            (1,564)                    3,573

                                                                         -----------------          ----------------
NET CASH USED BY INVESTING ACTIVITIES                                              (1,564)                    3,573

CASH FLOWS FROM FINANCING ACTIVITIES
           REPAYMENT OF LONG TERM DEBT                                             (2,508)                   (3,163)
           DIVIDENDS PAID                                                            (300)                     (300)
           CHANGES IN NOTES PAYABLE

                                                                         -----------------          ----------------
NET CASH USED BY FINANCING ACTIVITIES                                              (2,808)                   (3,463)

NET INCREASE (DECREASE) IN CASH                                                  (105,598)                  (12,864)
CASH BALANCE, DECEMBER 31,                                                        578,699                   816,294

                                                                         -----------------          ----------------
CASH BALANCE, MARCH 31                                                   $        473,101           $       803,430
                                                                         =================          ================

</TABLE>



                                      -3-

<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 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 Hunt Country Nursing Services, Inc. (Hunt Country
         Nursing), Hunt Country Home Health, Inc. (Home Health), and National
         Nurses Service, Inc. Approximately 80% of MAHN's outstanding shares
         are owned by Oak Springs Nursing Home Limited Partnership (Oak
         Springs). The Company is engaged in the services with an emphasis in
         providing nursing staff services to hospitals, nursing homes and other
         facilities. The Company operates in Virginia, Maryland, and the
         District of Columbia.

                  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 payors, and
                  others for services rendered, including estimated retroactive
                  adjustments under reimbursement agreements with third party
                  payors. Revenue received under third-party agreements is
                  subject to audit. Any adjustments as a result of these audits
                  are reflected in current operations. Approximately 11% and 12%
                  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 33% and 35% of the Company's net revenues for
                  the year ended December 31, 1999 and 1998, 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, 8% and 20%,
                  respectively, of net accounts receivable were due from
                  Medicare and Medicaid. The ability of payors to meet their
                  obligations depends upon their financial stability, future
                  legislation and regulatory actions. 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.


                                      -4-

<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 1999 and 1998


NOTE 1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

                  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%.

                  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 dilative.


                                      -5-

<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 1999 and 1998


NOTE 2.  YEAR 2000

                  Mid-Atlantic Home Health Network, Inc. does not anticipate any
                  problem in dealing with computer entries in the Year 2000 or
                  thereafter, with any computers currently used at any of their
                  facilities. The company keeps current with all updates and
                  revisions with all software the company currently uses. It is
                  anticipated that the software updates reflect required
                  revisions to accommodate transactions in the Year 2000 and
                  thereafter. Though it is not anticipated that the company will
                  have a problem at the turn of the century, the company intends
                  to coordinate the resolution of any Year 2000 problems with
                  the vendors of the software the company utilizes.

NOTE 3.  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
                  had limited trading activity with a sales price of $.0625.
                  Based on those prices the purchase price adjustment would be
                  in the range of $487,500.

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

                  The Company has also listed its securities on a national
                  securities exchange to increase the level of trading activity.

                  The acquisition of National Nurses Service, Inc. was accounted
                  for as a purchase and the Company recorded approximately
                  $800,000 in good will. 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, if any, will not have a material effect on the
                  Company's financial position.


                                      -6-

<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.

                              Filed on May 17, 1999


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


         Mid-Atlantic Home Health Network, Inc. (MAHN) is a holding company of
three corporate entities: National Nurses Service, Inc.; Hunt Country Home
Health, Inc.; Hunt Country Nursing Services, Inc. An analysis of each of these
entities is depicted below.


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

GROSS PROFIT MARGIN:

         Sales for the first quarter of this fiscal year total $2,972,449 versus
$2,338,835 in 1998. The increase of $633,614 represents an increase of 27.0%.

         The Silver Spring, Maryland staffing office had a gross profit margin
of $298,131 in the first quarter of 1999 as compared to $257,712 in 1998. The
increase, in part, is due to the significant increase in hospital staffing
revenues: $284,614 versus $127,352.

         Our Richmond, Virginia staffing office increased revenues to $1,250,034
from $873,196 in 1998. This increase in revenues equals $376,838 or an increase
of 43.2%. The profit margin for this office increased to $319,008 versus
$231,201, or an increase of $87,807 (38.0%). The increase was significantly due
to enhanced hospital staffing revenues: $415,095 versus $208,137, and
correctional facility revenues: $719,339 versus $555,676.

OPERATING EXPENSES:

         The operating expenses for the first three months totalled $2,754,525
in 1999 versus $2,286,756 or an increase of $467,769 (20.4%).

NET INCOME:

         The net income, before taxes, for National Nurses Service was $217,924
versus $52,079 in 1998. The increase is due to the greater demand for our
staffing services and greater productivity from our overhead operations.

         In addition, our home health programs in Tappahannock and Richmond in
1999 made a contribution to general overhead of $43,395 versus a loss of $21,444
in 1998.


                                      -7-

<PAGE>


                      HUNT COUNTRY HOME HEALTH, INC. (HCHH)
                      -------------------------------------

REVENUES:

         The revenues for the first quarter in 1999 totalled $213,666 versus
$142,555. The increase of $71,111 represents a 49.9% increase.

OPERATING EXPENSES:

         The operating expenses for HCHH increased for the first quarter to
$226,393 from $202,970 a year ago. This increase of $23,423 represents an
increase of 11.5%.

         The year-to-date loss for the first quarter is $12,727 versus a loss of
$60,415 a year ago. This agency is close to operating at a break-even after
facing serious difficulties adjusting to new Medicare reimbursement regulations
on January 1, 1998.


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

REVENUES:

         Hunt Country Nursing Services, Inc., our private duty nursing company,
with offices in Warrenton, Winchester, Richmond, Tappahannock, and
Fredericksburg, Virginia had significant revenue growth in the first quarter.

         For the first quarter, revenues totalled $928,008 versus $577,840 a
year ago. This represents an increase of $350,168 or 60.6%.

OPERATING EXPENSES:

         Operating expenses increased from $626,412 for the first quarter last
year to $939,958 this year, or an increase of 50.1%. The increase in operating
expenses trailed revenue growth.

INCOME LOSS:

         For the first quarter, the operating loss before taxes was $11,950
versus a loss a year ago of $50,745.

         This company is experiencing rapid growth in the volume of its
services. Improvements in its gross margins will result in enhanced
profitability.


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

         For the first quarter of 1999, MAHN had a consolidation revenue of
$4,131,120 versus $3,239,985 in 1998.

         Operating expenses for the first quarter totalled $3,974,873 versus
$3,410,897 in 1998.

         In 1999, the operating gain was $156,247 versus $(170,912) in 1998.


                                      -8-

<PAGE>


         The improvement in financial performance is due to the significant
growth in profitability of National Nurses Service and the reduced operating
losses of its other entities.


                                   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:  May 17, 1999                      By:   /s/ Dennis Light    
                                             -----------------------------------
                                                    Dennis Light, President




                                      -9-