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 June 30, 1997
OR
[___] 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.
AMERICARE HEALTH SCAN, INC.
INDEX
Part 1. Financial Information
Item 1. Financial Statements (unaudited).
Balance Sheet for the nine months ended June 30, 1997
Statement of Operations for the nine months ended June 30, 1997
Statement of Cash Flows for the nine months ended June 30,
1997
Item 2. Management s Discussion and Analysis of Financial Condition
and Results Of Operations.
Part II. Other Information
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 June 30, 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 that is 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, AND SUBSIDIARY
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED BALANCE SHEET
JUNE 30, 1997
ASSETS
CURRENT ASSETS
CASH $ 3,418
INVENTORY 157,568
NOTES RECEIVABLE 120,600
TOTAL CURRENT ASSETS 281,586
FIXED ASSETS
BUILDING AND IMPROVEMENTS 219,023
MACHINERY AND EQUIPMENT 3,525,120
3,744,143
ACCUMULATED DEPRECIATION 178,992
NET FIXED ASSETS 3,565,151
OTHER ASSETS
PATENT FEES AND OTHER INTANGIBLES 55,518
$ 3 ,902,255
LIABILITIES AND STOCKHOLDER S EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE $ 99,644
LOANS PAYABLE 29,500
TOTAL CURRENT LIABILITIES 129,144
OTHER LIABILITIES
LOANS PAYABLE 1,281,231
1,410,375
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 (426,859)
TOTAL STOCKHOLDERS EQUITY 2,491,880
$ 3,902,255
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 JUNE 30, 1997
REVENUES - NET $ $59,668
COST OF REVENUES 28,834
NET PROFIT 30,834
OPERATING EXPENSES
SELLING, GENERAL AND ADMINISTRATIVE 138,733
DEPRECIATION AND AMORTIZATION 179,054
317,787
NET LOSS (286,953)
RETAINED EARNINGS (DEFICIT) BEGINNING OF PERIOD (139,906)
RETAINED EARNINGS (DEFICIT) END OF PERIOD $ (426,859)
SEE ACCOUNTANTS COMPILATION REPORT AND NOTES TO FINANCIAL
STATEMENTS.
AMERICARE HEALTH SCAN, INC, AND SUBSIDIARY
A DEVELOPMENT STAGE COMPANY
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 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
JUNE 30, 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 INCOME AND RETAINED EARNINGS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
CASH FLOWS FROM OPERATING ACTIVITIES $ (286,953)
Net (Loss)
Depreciation 179,054
(Increase) Decrease in:
Inventory 28,834
Notes Receivable 1,400
Other Assets (580)
Increase (Decrease) in
Accounts Payable 55,644
Net Cash Flow Provided by (used in) Operating Activities (22,601)
Cash Flows From Financing Activities
Loans Payable 13,989
Net Cash Provided by (used in ) Financing Activities 13,989
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
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
JUNE 30, 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
(286,953) (286,953)
Balance March 31, 1997 12,739,196 12,739
2,906,000 (426,859) 2,491,880
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 $59,000 in revenues and development expenses, rent, utilities, and
insurance expenses have been funded through loans.
Liquidity and Capital Resources
As of June 30, 1997 the company had total assets of $3,902,255, and had
total liabilities of $1,410,375 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
