BACKGROUND Americare Health Scan, Inc. is a development stage company that was incorporated under the laws of the State of Florida on February 3, 1994. On December 31, 1996, Americare Health Scan, Inc. completed a merger with Environmental Digital Systems, Inc. ("EDS"), a Delaware corporation. Ninety-seven percent (97%) of the issued and outstanding shares of the surviving corporation went to the shareholders of Americare Health Scan, Inc., and the merged entity took the name Americare Health Scan, Inc. The Company previously owned 25% of the issued and outstanding shares of Americare Diagnostics, Inc. and Americare International Diagnostics Inc. On February 28, 2002, at the annual...