<PAGE>


                                   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 September 30, 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 September 30, 1999.



<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.

                         PART I - FINANCIAL INFORMATION



                                                                          PAGE


Condensed Balance Sheets for September 30, 1999 and December 31, 1998  ......1


Condensed Statements of Income for the Nine Months ended
September 30, 1999 and 1998..................................................2


Condensed Statements of Cash Flows for the Nine Months ended
September 30, 1999 and 1998..................................................3


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


Management's Discussion and Analysis or Plan of Operation....................8

<PAGE>
<TABLE>

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

                                                                                  UNAUDITED                  AUDITED
                                                                                  30-Sep-99                 31-Dec-98
<S>                                                                            <C>                        <C>
Current Assets
   Cash and cash equivalents                                                   $       491,733            $       816,294
   Accounts receivable, net                                                          4,425,257                  2,998,489
   Due from affiliates                                                                 452,117                    228,805
   Prepaid expenses and other current assets                                           245,980                    157,449
   Deferred tax asset                                                                   37,000                     37,000
                                                                               ----------------           ----------------
           Total current assets                                                      5,652,087                  4,238,037

                                                                               ----------------           ----------------
Property and Equipment, net                                                            243,374                    253,221
                                                                               ----------------           ----------------

Other Assets

   Goodwill                                                                            643,302                    671,360
   Other assets                                                                         58,083                      3,058
                                                                               ----------------           ----------------
           Total other assets                                                          701,385                    674,418
                                                                               ================           ================
           Total assets                                                        $     6,596,846            $     5,165,676
                                                                               ================           ================

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts payable                                                            $       256,408            $       152,724
   Accrued salaries and benefits                                                       468,571                    255,220
   Other current liabilities                                                           168,274                    119,162
   Current portion of long-term debt                                                    12,236                     15,988
   Notes payable                                                                     3,441,561                  2,606,175
   Deferred revenue
                                                                               ----------------           ----------------
           Total current liabilities                                                 4,347,050                  3,149,269
                                                                               ----------------           ----------------
   Long-term debt                                                                      300,440                    306,739
                                                                               ================           ================
           Total liabilities                                                   $     4,647,490            $     3,456,008
                                                                               ================           ================

STOCKHOLDERS' EQUITY
   Common stock, Class A, $.001 par value,
    200,000,000 shares authorized 12,621,202
    shares issued and outstanding at 12/31/98                                  $        12,621            $        12,621
   Common stock, Class B, $.001 par value,
    10,000 shares authorized, issued and
    outstanding                                                                             10                         10
   Preferred stock, $1 par value, 5,000,000
    shares authorized, 10,000 shares issued
    and outstanding                                                                     10,000                     10,000
   Additional paid-in capital                                                        1,103,485                  1,103,485
   Retained earnings                                                                 1,012,490                    772,802

   Stock subscription receivable                                                      (189,250)                  (189,250)
                                                                               ----------------           ----------------
           Total stockholders' equity                                                1,949,356                  1,709,668

                                                                               ================           ================
           Total liabilities and stockholders' equity                          $     6,596,846            $     5,165,676
                                                                               ================           ================
</TABLE>
                                       1
<PAGE>
<TABLE>

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

                                                                                     30-Sep-99                  30-Sep-98
<S>                                                                            <C>                        <C>
REVENUES                                                                       $    13,314,583            $    10,824,855

EXPENSES
   Salaries                                                                         10,201,481                  8,265,859
   General and administrative                                                        2,383,422                  2,247,311
   Depreciation & amortization                                                          48,699                     76,696
   Interest                                                                            313,848                    237,109

                                                                               ----------------           ----------------
           Total expenses                                                           12,947,450                 10,826,975

                                                                               ----------------           ----------------
           Income before income taxes                                                  367,133                     (2,120)

PROVISION FOR INCOME TAXES                                                            (126,544)

                                                                               ----------------           ----------------
           Net income                                                          $       240,589            $        (2,120)
                                                                               ================           ================


EARNINGS PER COMMON SHARE                                                      $         0.019            $        (0.000)
</TABLE>
                                       2
<PAGE>
<TABLE>

MID-ATLANTIC HOME HEALTH NETWORK, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
<CAPTION>

                                                                                    1999                       1998
                                                                               ----------------           ----------------
<S>                                                                            <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
           Net Income (loss)                                                   $       240,589            $        (2,120)
           Adjustments to reconcile net income to net
            cash provided by operating activities:
                     Depreciation and amortization                                      43,526                     47,407
                     Changes in assets and liabilities:
                       Accounts receivable                                          (1,426,768)                   468,543
                       Due from affiliates                                            (223,312)                   (78,676)
                       Prepaid expenses and other current assets                       (88,531)                  (157,774)
                       Other assets                                                    (61,110)                  (174,298)
                       Deferred tax asset                                                    -                          -
                       Accounts payable                                                103,685                     34,264
                       Accrued salaries                                                213,351                      2,315
                       Deferred revenue                                                      -                    (29,700)
                       Other current liabilities                                        49,112                     21,965

                                                                               ----------------           ----------------
                     Net cash provided by operating activities                      (1,149,458)                   131,926

CASH FLOWS FROM INVESTING ACTIVITIES:
           Acquisition of property, plant and equipment                                    462                    (11,344)

                                                                               ----------------           ----------------
                     Net cash provided by investing activities                             462                    (11,344)

CASH FLOWS FROM FINANCING ACTIVITIES
           Repayment of long term debt                                                 (10,051)                    (8,577)
           Dividends paid on preferred stock                                              (900)                      (900)
           Changes in notes payable                                                    835,386                          -

                                                                               ----------------           ----------------
                     Net cash provided by financing activities                         824,435                     (9,477)

                     Net increase (decrease) in cash                                  (324,561)                   111,105

CASH AND CASH EQUIVALENTS
Cash balance, December 31,                                                             816,294                    578,699

                                                                               ----------------           ----------------
Cash balance, September 30,                                                    $       491,733            $       689,804
                                                                               ================           ================

</TABLE>
                                        3
<PAGE>

                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 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/review.
              Any adjustments as a result of these audits/reviews 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
                           September 30, 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
                           September 30, 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.

NOTE 4.  COST REPORT ADJUSTMENT:

         In June, 1999, the Medicare Cost Reports for the home health agencies
         were filed for the 1998 year. These reports indicated that the Richmond
         and Tappahannock agencies exceeded certain Medicare cost limits by
         $85,000. Therefore, $85,000 was deducted in in the second quarter of
         1999 (see Note 1 - Net Revenues) for losses that relate to 1998.


                                       6
<PAGE>


                     MID-ATLANTIC HOME HEALTH NETWORK, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 1999 and 1998


NOTE 5.  MEDICARE CONTRACTUAL ALLOWANCES:

         It was determined in the second quarter that Medicare contractual
         allowances (deductions from gross revenues) were underestimated for the
         first quarter by $40,000. Consequently, the adjustment was recorded in
         the second quarter thereby overstating contractual allowances for the
         second quarter, but assuring year-to-date accuracy.



                                       7
<PAGE>



                     MID-ATLANTIC HOME HEALTH NETWORK, INC.

                           FILED ON NOVEMBER 15, 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)

NET INCOME:
-----------

         Sales for the first nine months of this fiscal year totalled $8,810,000
versus $7,895,000 a year ago. The increase is a 11.6 percent gain in net
revenues. Operating expenses increased 10.8 percent. Consequently, this staffing
company increased its operating income from $277,000 a year ago to $348,000 in
1999---a 25.6 percent growth in income. The increased profitability is due to
the continued strong demand for nurse staffing in hospitals, nursing homes,
schools, and correctional facilities and the ability of the company to exact
greater productivity from overhead operations.

         1999 income for National Nurses Service was negatively impacted by a
prior year adjustment of $85,000 for Medicare Cost Reports filed for 1998 for
its Tappahannock and Richmond Medicare home health agencies.


                      HUNT COUNTRY HOME HEALTH, INC. (HCHH)

REVENUES:
---------

         The net revenues for the first nine months for this Medicare certified
home health agency totalled $836,000 versus $520,000 a year ago. The increase of
$316,000 is a 60.8 percent increase and is due to greater demand in the
Warrenton and Fredericksburg, Virginia areas.

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

         The operating expenses for Hunt Country Home Health increased for the
first nine months to $812,000 as compared to $718,000 a year ago. The increase
in expense is only $94,000 or 13.1%.


                                       8
<PAGE>


         This Medicare home health agency operated at a profit of $24,000 for
the first nine months of this fiscal year as compared to a loss of $198,000 a
year ago. The agency has fully adjusted to the new Medicare reimbursement
regulations effective January 1, 1998.

         During this year, the agency received JCAHO accreditation for three
years.


                   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 nine months
of the year. For the first nine months, revenues totalled $3,621,000 versus
$1,867,000 a year ago. The increase of $1,754,000 is an increase of 93.9%.

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

         Operating expenses for the first nine months of 1999 totalled
$3,534,000 versus $1,976,000. While expenses increased $1,558,000, or 78%, the
level of expenses resulted in greater productivity given the 94% increase in
revenue.

INCOME:
-------

         For the first nine months of 1999, HCNS had an operating gain of
$87,000 versus a loss of $109,000 a year ago.

         The company is experiencing rapid growth in the demand for its
services. Continued improvements in its gross margins will result in enhanced
profitability.

         The company received JCAHO accreditation for three years during this
year.


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

         For the first nine months, MAHN had consolidated revenues of
$13,315,000 versus $10,825,000 in 1998. The increase in revenues of $2,490,000
is 23%. The increased revenues is due to solid growth in staffing, home health
and private duty nursing services.

         While revenues increased 23%, operating expenses increased 19%, leaving
income before taxes of $367,000 versus a loss of $2,000 a year ago.

         There was a slight increase in general and administrative expenses from
$2,247,000 in 1998 to $2,383,000 in 1999, or a 6% increase. The greater
productivity of general and administrative functions coupled with a revenue
growth of 23% has placed MAHN on more solid footing.


                                       9
<PAGE>


         We anticipate continued and increased demand for our staffing, home
health, and private duty nursing services. MAHN does not face difficulties in
marketing its services. Its challenges are in the recruitment of sufficient
nursing personnel to meet the demands for its nursing care services.

         It should also be noted that there was a prior year adjustment of
$85,000 for Medicare Cost Reports filed for 1998 in the second quarter. Without
this adjustment net income before taxes would have been $452,000 for the first
nine months of 1999.




                                       10
<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:  November 15, 1999          By: /s/ Dennis Light
                                      ----------------------------
                                           Dennis Light, President




                                       11