SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
ACT OF 1934
For the quarterly period ended March 31, 1997
[__] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to _____________________________
Commission File Number: _____________________
Americare Health Scan Inc.
(Exact name of Registrant as specified in its Charter)
____Florida_____________________________________65-0467346____________
___________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
20 N.W. 181st Street, Miami, Florida 33169
(Address of principal executive offices) (Zip Code)
Registrant s telephone number, including area code: ________(305)
770-1141_________________________
______________________________________N/A__________________________
________________
Former Name, Former Address and Former Fiscal Year, if changed since last
Report.
Check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934,
as amended ( Exchange Act ) 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 No ___X___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY DURING THE
PRECEDING FIVE YEARS
Check whether the registrant (1) filed all reports required to be
Filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934,
as amended ( Exchange Act ) 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 _______ No___X_____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY DURING THE
PRECEDING
FIVE YEARS
Check whether the registrant filed all document and reports required
to be filed by Section 12,13 or 15
(d) of the Exchange Act after the distribution of securities under a plan
confirmed by a court. Yes No_________
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each issuer s classes of
common stock, as of the latest practicable date: 12,712,170 Common Stock,
par value $.001 as of December 31 , 1996.
ROBERT B. DODEK CPA.
20 N.W. 181st Street Telephone (305) 655-0923
Miami, Florida 33169 Fax (305) 653-3315
AMERICARE HEALTH SCAN, INC.
MIAMI, FLORIDA
I have compiled the accompanying balance sheet of Americare Health Scan,
Inc. and subsidiary as of March 31, 1997 and related statement of income
and retained earnings and cash flows for the period then ended, in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information thatis the representation of management. I have not audited or
reviewed the accompanying financial statement and, accordingly, do not
express an opinion on them.
By: /s/ Robert Dodek
Mr. Robert Dodek, CPA
November 30, 1997
AMERICARE HEALTH SCAN, INC.
INDEX
Part 1. Financial Information
Item 1. Financial Statements (unaudited).
Balance Sheet for the nine months ended March 31, 1997
Statement of Operations for the nine months ended March 31, 1997
Statement of Cash Flows for the nine months ended March 31, 1997
Item 2. Management s Discussion and Analysis of Financial Condition and
Results Of Operations.
Part II. Other Information
AMERICARE HEALTH SCAN, INC, AND SUBSIDIARY
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED BALANCE SHEET
MARCH 31, 1997
ASSETS
CURRENT ASSETS
CASH $ 3,388
INVENTORY 162,822
NOTES RECEIVABLE 119,100
TOTAL CURRENT ASSETS 285,310
FIXED ASSETS
BUILDING AND IMPROVEMENTS 219,023
MACHINERY AND EQUIPMENT 3,525,120
3,744,143
ACCUMULATED DEPRECIATION 89,496
NET FIXED ASSETS 3,654,647
OTHER ASSETS
PATENT FEES AND OTHER INTANGIBLES 55,580
OTHER RECEIVABLES 4,673
60,253
$ 4 ,000,210
LIABILITIES AND STOCKHOLDER S EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE $ 82,257
LOANS PAYABLE 15,000
TOTAL CURRENT LIABILITIES 97,257
OTHER LIABILITIES
LOANS PAYABLE 1,266,102
1,363,359
STOCKHOLDERS EQUITY
COMMON STOCK - $0.001 PER SHARE PAR VALUE
50,000,000 SHARES AUTHORIZED
12,739,192 ISSUED AND OUTSTANDING 12,739
ADDITIONAL PAID IN CAPITAL 2,906,000
RETAINED EARNINGS (281,888)
TOTAL STOCKHOLDERS EQUITY $ 4,000,210
SEE ACCOUNTANTS COMPILATION REPORT AND NOTES TO FINANCIAL
STATEMENTS.
AMERICARE HEALTH SCAN, INC, AND SUBSIDIARY
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
REVENUES - NET $ $49,258
COST OF REVENUES 23,580
NET PROFIT 25,678
OPERATING EXPENSES
SELLING, GENERAL AND ADMINISTRATIVE 78,164
DEPRECIATION AND AMORTIZATION 89,496
167,660
NET LOSS (141,982)
RETAINED EARNINGS (DEFICIT) BEGINNING OF PERIOD (139,906)
RETAINED EARNINGS (DEFICIT) END OF PERIOD $ (281,888)
SEE ACCOUNTANTS COMPILATION REPORT AND NOTES TO FINANCIAL
STATEMENTS.
AMERICARE HEALTH SCAN, INC, AND SUBSIDIARY
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $ (141,982)
Depreciation 89,496
(Increase) Decrease in:
Inventory 23,580
Notes Receivable (77,100)
Other Receivables (4,673)
Other Assets (580)
Increase (Decrease) in:
Accounts Payable 38,527
Net Cash Flow Provided by (used in) Operating Activities (72,732)
Cash Flows From Financing Activities
Loans Payable 64,120
Net Cash Provided by (used in) Financing Activities 64,120
Increase (Decrease in Cash) (8,612)
Cash Beginning of Period 12,000
Cash End of Period $ ( 3,388)
SEE ACCOUNTANTS COMPILATION REPORT AND NOTES TO FINANCIAL
STATEMENTS.
AMERICARE HEALTH SCAN, INC, AND SUBSIDIARY
A DEVELOPMENT STAGE COMPANY
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 1997
NOTE 1 - ORGANIZATION
The company, Americare Health Scan Inc., a development stage enterprise
was formed on February 3, 1994 and started business in March of 1996, and
is engaged in the development, acquisition, marketing and manufacture of
medical diagnosis products. The financial statements include the accounts
of the Company s subsidiary, Americare Biologicals, Inc. from
September 30, 1996 date of acquisition.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Americare
Health Scan, Inc., and its wholly owned subsidiary. Americare Biologicals,
Inc. All intercompany accounts and transactions have been eliminated in
consolidation.
Inventory
Inventory for sale is recorded at cost. Inventory is valued at the lower
of cost (first-in, first-out)or market.
Property, Plant and Equipment
Property, Plant and Equipment, acquired from outside sources, are recorded
at cost. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets, which range from 3 to 7 years.
Expenditures for maintenance and repairs are charges against operations as
incurred.
Income Taxes
The Company accounts for income taxes under the liability method in
accordance with Statement of Financial Accounting Standards No. 109
Accounting for Income Taxes. Deferred income taxes are determined based
upon the difference between the financial statement carrying amount and the
tax basis of assets and liabilities using tax rates expected to be in effect
in the years in which the differences are expected to reverse.
AMERICARE HEALTH SCAN, INC, AND SUBSIDIARY
A DEVELOPMENT STAGE COMPANY
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 1997
Revenue Recognition
Revenue from sales are recognized upon shipment to the customer.
Financial Instruments and Concentration of Credit Risk
Financial instruments which potentially subject the Company to concentrations
of credit risk are primarily cash and accounts receivable. The Company
invests its excess cash in high quality short-term liquid money market
instruments with major financial institutions and the carrying value
approximates market value. The Company does not have significant trade
Receivables.
NOTE 3 - NOTES PAYABLE STOCKHOLDERS
Notes payable to stockholders consists of the noted payables due after one
year. Notes payable to stockholder, with interest at 10% per annum.
NOTE 4 - INCOME TAXES
To date the Company has incurred tax operating loses and therefore has
generated no income tax liabilities. As of December 31, 1996 the Company
has generated net operating loss carry forwards totaling $134,906 which
are available to offset future taxable income. If any, through 2010. As
utilization of such an operating loss, for tax purposes is not assured,
the deferred tax asset has been fully reserved through the recording of a
100% valuation allowance.
The net operating loss carry forwards are scheduled to expire as of the
year 2011.
NOTE 5 - LEGAL PROCEEDINGS
The Company s subsidiary, Americare Biologicals, Inc., is a complainant in
a lawsuit filed against Analyte Diagnostics, Inc., for patent infringements.
The Company has been named as a codefendant in a counter lawsuit. The
Company has filed a motion to dismiss counterclaims. It is of the opinion
of Company s legal counsel, that the Company will prevail and counterclaims
will be dismissed.
AMERICARE HEALTH SCAN, INC, AND SUBSIDIARY
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
MARCH 31, 1997
COMMON STOCK
PAID
IN ACCUMULATED TOTAL
ISSUED AMOUNT
CAPITAL DEFICIT STOCKHOL
EQUITY
Common Stock issued February 24, 1994 50,200 NONE NONE
NONE NONE
Balance December 31, 1994 & 1995 50,200 NONE
NONE NONE NONE
Stock Split March 20,1996 (115 for 1) 5,749,800 NONE
NONE NONE NONE
Common Stock issued March 20, 1996 6,568,496 12,368
2,906,000 2,918,368
Stock issued for EDS Stock
effective date December 31, 1996 370,700 371
371
Net Loss for Year ended December 31, 1996
(139,906) (139,906)
Balance December 31, 1996 12,739,196 12,739
2,906,000 (139,906) 2,778,833
Net loss for the Three Months
ended March 31, 1997
(141,982) (141,982)
Balance March 31, 1997 12,739,196 12,739
2,906,000 (281,888) 2,636,851
SEE ACCOUNTANTS COMPILATION REPORT AND NOTES TO FINANCIAL
STATEMENTS.
ITEM 2. Management s Discussion and Analyses of Financial Condition
and Results of Operations
Results of Operations
Since the acquisition and merger on September 30, 1996 the company has
primarily engaged in organizational activities and research and development,
and marketing efforts to sell technology products acquired. The company
has $50,000 in revenues and development expenses, rent, utilities, and
insurance expenses have been funded through loans,
Liquidity and Capital Resources
As of March 31 1997 the company had total assets of $4,000,210, and had
total liabilities of $1,363,359 consisting of notes payable and accounts
payable.
The Company is presently operating by funds received as loans from Affiliated
companies owned by Dr. Joseph P. D Angelo, president of the Company. There
is no assurance, however, that these companies will continue to provide the
loans in the future.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable
Item 2. Changes in Securities.
Not applicable
Item 3. Defaults Upon Senior Securities.
Not applicable
Item 4. Submission of Matters to a Vote of Security-Holders.
Not applicable
Item 5. Other Information.
Not applicable
Item 6. Exhibits and Reports on Form 8-K.
Not applicable
SIGNATURE
In accordance with requirements of the Exchange Act, the Issuer caused
this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Americare Health Scan Inc.
By: ______/s/ Joseph P. D Angelo____
Dr. Joseph P. D Angelo, President
DATED: January 6, 1998
