As filed with the Securities and Exchange Commission on August 28, 2002
     -----------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           NETCARE HEALTH GROUP, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                  02-0337028
            --------                                  ----------
 (State or other jurisdiction of                   (I.R.S. employer
 incorporation or organization)                   identification no.)

                           362 Industrial Park, Unit 6
                          Middletown, Connecticut 06457
                          -----------------------------
               (Address of principal executive offices) (Zip code)

                              CONSULTING AGREEMENTS
                            (full title of the plan)

                              Mr. Michael Kang, CEO
                           NetCare Health Group, Inc.
                           362 Industrial Park, Unit 6
                          Middletown, Connecticut 06457
                     (Name and address of agent for service)

                                 (800) 281-1231
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Seth A. Farbman, P.C.
                                301 Eastwood Road
                            Woodmere, New York 11598
                                PH: 516-569-6089

<PAGE>
<TABLE>
<CAPTION>
<S>  <C>
                         Calculation of Registration Fee
                         -------------------------------

                                                                      Proposed maximum           Amount of
Title of securities to      Amount to be     Proposed maximum         aggregate  offering       registration
    be registered           registered(1)    offering price per unit  price                         fee
----------------------      --------------   -----------------------  --------------------    -----------------
Common  Stock,
$.001  par  value
per share                    20,000,000(2)           $.05(3)                $1,000,000             $92.00
----------------------      --------------   -----------------------  --------------------    -----------------


</TABLE>
(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     indeterminable  number of additional shares as may become issuable pursuant
     to  terms  designed  to prevent dilution resulting from stock splits, stock
     dividends  or  similar  events.

(2)  Represents  shares  of  common  stock  issuable  to  the  following persons
     pursuant  to separate consulting agreements entered into with the following
     individuals:  David  Lubin  for  1,500,000  shares,  Richard  Leibowitz for
     10,000,000  shares  and  Phyllis  Schonbrun  for  8,500,000  shares.

(3)  Estimated  solely  for  the purposes of calculating the registration fee in
     accordance with Rule 457(c) and (h) based on the average of the closing bid
     and  ask  prices  as of August 26, 2002, a date which is five business days
     prior  to  the  filing  of  this  registration  statement.



<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE

     As  permitted  by the rules of the Securities and Exchange Commission, this
Registration  Statement  omits  the information specified in Part I of Form S-8.
Documents  containing  the  information specified in Part I will be delivered to
participants  in the plans covered by this Registration Statement as required by
Rule  428(b)(1)  promulgated  under the Securities Act of 1933, as amended. Such
documents  are  not  being  filed with the Securities and Exchange Commission as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant  to  Rule  424  of  such  Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.  Incorporation  of  Documents  By  Reference.

     The  following  documents or portions thereof, as filed with the Securities
and  Exchange  Commission by the Registrant, pursuant to the Securities Exchange
Act  of  1934, as amended (the "Exchange Act"), are incorporated by reference in
this  registration  statement:

     (1)  the  Registrant's  Annual  Report  on  Form  10-KSB for the year ended
          October  31,  2001;

     (2)  the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          March  31,  2002;

     (3)  the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          June  30,  2002;

     (4)  the  description  of  our  shares  of  common  stock  contained in the
          registration  statement  filed  under  the  Securities  Act  of  1933,
          including  any  amendment  or report filed for the purpose of updating
          such  information;  and

     (5)  all  other  reports  filed  pursuant  to Section 13(a) or 15(d) of the
          Securities  Exchange  Act  of  1934,  as amended, since the end of the
          fiscal  year  covered  by  the annual report referred to in (1) above.

All  documents  filed  by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d)  of the Exchange Act subsequent to the effective date of this Registration
Statement  and prior to the filing of a post-effective amendment which indicates
that  all  securities offered have been sold or which deregisters all securities
then  remaining  unsold,  shall be deemed to be incorporated by reference in the
Registration  Statement  and  to  be a part thereof from the date of filing such
documents.  Any  statement  contained  herein  or  in  a  document  or  report
incorporated or deemed to be incorporated by reference herein shall be deemed to
be  modified  or  superseded  for  all  purposes  to the extent that a statement
contained  herein  or  in  any  subsequently  filed document which also is or is
deemed  to  be  incorporated  by  reference  herein  modifies or supersedes such
statement.  Any  statement so modified or superseded shall not be deemed, except
as  modified or superseded, to constitute a part of this registration statement.

         We  will  provide without charge to each person to whom a prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the  information  that  has  been  incorporated  by reference in this prospectus
(excluding  exhibits  unless  such  exhibits  are  specifically  incorporated by
reference into such documents).  Please direct such requests to Michael Kang,
CEO, NetCare Health Group, Inc., 362 Industrial Park, Unit 6, Middletown,
Connecticut 06457

<PAGE>

Item  4.  Description  of  Securities.

Not  Applicable.

Item  5.  Interests  of  Named  Experts  and  Counsel.

Not  Applicable

Item  6.  Indemnification  of  Directors  and  Officers.

     The  Delaware  General Corporation Law and our Certificate of Incorporation
and  By-laws  provide  that  we  may  indemnify  any  and  all  of our officers,
directors,  employees  or  agents  or  former  officers, directors, employees or
agents,  against  expenses  actually  and  necessarily  incurred  by  them,  in
connection  with  the  defense  of  any  legal  proceeding  or  threatened legal
proceeding,  except  as  to matters in which such persons shall be determined to
not  have  acted  in  good  faith  and  in  our  best  interest.

           The  indemnification  provisions  contained  in  the  Registrant's
Certificate of Incorporation and Bylaws are not exclusive of any other rights to
which a person  may be  entitled  by law,  agreement,  vote of  stockholders  or
disinterested  directors  or  otherwise.

Item  7.  Exemption  From  Registration  Claimed.

Not  Applicable.

Item  8.  Exhibits.

The  following  is  a  complete  list  of  exhibits  filed  as  a  part  of this
registration  statement:

Exhibit  No.             Document
------------             --------


     5.1  Opinion  of  Seth  A.  Farbman,  P.C.

     10.1 Consulting  Agreement  dated  August  28,  2002 by and between NetCare
          Health  Group,  Inc.  and  David  Lubin.

     10.2 Consulting  Agreement  dated  August  26,  2002 by and between NetCare
          Health  Group,  Inc.  and  Richard  Leibowitz.

     10.3 Consulting  Agreement  dated  August  26,  2002 by and between NetCare
          Health  Group,  Inc.  and  Phyllis  Schonbrun.

     23.1 Consent  of  Seth  A.  Farbman,  P.C.  (Included  in  Exhibit  5.1).

     23.2 Consent  of  Marks  Paneth  &  Shron  LLP.

<PAGE>

Item  9.  Undertakings.

(a)  The  undersigned  Registrant  hereby  undertakes:

(1)  To  file,  during  any  period  in  which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities  Act  of  1933;

     (ii)  To  reflect  in  the prospectus any facts or events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the registration statement.
Notwithstanding  the foregoing, any increase or decrease in volume of securities
offered  (if  the total dollar value of securities offered would not exceed that
which  was  registered)  and  any  deviation  from  the  low  or high end of the
estimated  maximum  offering  range  may  be reflected in the form of prospectus
filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
changes  in  volume and price represent no more than a 20% change in the maximum
aggregate  offering  price  set  forth  in the "Calculation of Registration Fee"
table  in  the  effective  Registration  Statement;

     (iii)  To  include  any  material  information  with respect to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information in the registration statement; provided,
however,  that  paragraphs  (1)(i)  and  (1)(ii) do not apply if the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic  reports  filed  with or furnished to the Securities and
Exchange  Commission  by  the  Registrant pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act  of  1934  that  are  incorporated by reference in the
registration  statement;

(2)  That, for the purpose of determining any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof;  and

(3)  To  remove  from registration by means of a post-effective amendment any of
the  securities  being  registered which remain unsold at the termination of the
offering.

(b)  The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act  of  1934  that  is  incorporated by reference in the registration
statement  shall  be  deemed  to be a new registration statement relating to the
securities  offered  therein,  and  the offering of such securities at that time
shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may be permitted to directors, officers and controlling persons of the
registrant  pursuant  to  the foregoing provisions, or otherwise, the registrant
has  been  advised that in the opinion of the Securities and Exchange Commission
such  indemnification  is  against public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities (other than the payment by the registrant of expenses incurred
or  paid  by  a director, officer or controlling person of the registrant in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.

<PAGE>

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe that it meets all the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of Middletown, State of Connecticut, on August 28, 2002.


                                    NETCARE  HEALTH  GROUP,  INC.

                                    By:   /s/  Michael  Kang
                                         _______________________
                                         Name:    Michael  Kang
                                         Title:   Chief  Executive  Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>
<S>  <C>

Signature                    Title                                    Date
---------                    -----                                    ----

/s/ Michael Kang             CEO and Chairman of                  August 28, 2002
Michael  Kang                the  Board  of  Directors
                             (Principal Executive  Officer)

/s/  Joseph C. Sienkiewicz   (principal financial                 August 28, 2002
 Joseph  Sienkiewicz         and  accounting officer)

/s/  Edward  Foster          Director                             August 28, 2002
Edward  Foster


</TABLE>

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14932}]
{"company-data": {"conformed-name": "NETCARE HEALTH GROUP INC", "cik": "0000705581", "assigned-sic": "8082", "irs-number": "020337028", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98851", "film-number": "02751252"}, "business-address": {"street1": "362 INDUSTRIAL PARK ROAD", "street2": "UNIT 6", "city": "MIDDLETOWN", "state": "CT", "zip": "06457", "phone": "800-281-1231"}, "mail-address": {"street1": "362 INDUSTRIAL PARK ROAD", "street2": "UNIT 6", "city": "MIDDLETOWN", "state": "CT", "zip": "06457"}, "former-company": [{"former-conformed-name": "EZ DATA SYSTEMS INC", "date-changed": "19821103"}, {"former-conformed-name": "UNIDATA SYSTEMS INC", "date-changed": "19840323"}, {"former-conformed-name": "SYSTEMS ASSURANCE CORP /DE/", "date-changed": "19950510"}, {"former-conformed-name": "DIGITAL COMMERCE INTERNATIONAL INC", "date-changed": "19990714"}]}
As filed with the Securities and Exchange Commission on August 28, 2002
     -----------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           NETCARE HEALTH GROUP, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                  02-0337028
            --------                                  ----------
 (State or other jurisdiction of                   (I.R.S. employer
 incorporation or organization)                   identification no.)

                           362 Industrial Park, Unit 6
                          Middletown, Connecticut 06457
                          -----------------------------
               (Address of principal executive offices) (Zip code)

                              CONSULTING AGREEMENTS
                            (full title of the plan)

                              Mr. Michael Kang, CEO
                           NetCare Health Group, Inc.
                           362 Industrial Park, Unit 6
                          Middletown, Connecticut 06457
                     (Name and address of agent for service)

                                 (800) 281-1231
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Seth A. Farbman, P.C.
                                301 Eastwood Road
                            Woodmere, New York 11598
                                PH: 516-569-6089
Calculation of Registration Fee
                         -------------------------------

                                                                      Proposed maximum           Amount of
Title of securities to      Amount to be     Proposed maximum         aggregate  offering       registration
    be registered           registered(1)    offering price per unit  price                         fee
----------------------      --------------   -----------------------  --------------------    -----------------
Common  Stock,
$.001  par  value
per share                    20,000,000(2)           $.05(3)                $1,000,000             $92.00
----------------------      --------------   -----------------------  --------------------    -----------------
(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     indeterminable  number of additional shares as may become issuable pursuant
     to  terms  designed  to prevent dilution resulting from stock splits, stock
     dividends  or  similar  events.

(2)  Represents  shares  of  common  stock  issuable  to  the  following persons
     pursuant  to separate consulting agreements entered into with the following
     individuals:  David  Lubin  for  1,500,000  shares,  Richard  Leibowitz for
     10,000,000  shares  and  Phyllis  Schonbrun  for  8,500,000  shares.

(3)  Estimated  solely  for  the purposes of calculating the registration fee in
     accordance with Rule 457(c) and (h) based on the average of the closing bid
     and  ask  prices  as of August 26, 2002, a date which is five business days
     prior  to  the  filing  of  this  registration  statement.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE

     As  permitted  by the rules of the Securities and Exchange Commission, this
Registration  Statement  omits  the information specified in Part I of Form S-8.
Documents  containing  the  information specified in Part I will be delivered to
participants  in the plans covered by this Registration Statement as required by
Rule  428(b)(1)  promulgated  under the Securities Act of 1933, as amended. Such
documents  are  not  being  filed with the Securities and Exchange Commission as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant  to  Rule  424  of  such  Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.  Incorporation  of  Documents  By  Reference.

     The  following  documents or portions thereof, as filed with the Securities
and  Exchange  Commission by the Registrant, pursuant to the Securities Exchange
Act  of  1934, as amended (the "Exchange Act"), are incorporated by reference in
this  registration  statement:

     (1)  the  Registrant's  Annual  Report  on  Form  10-KSB for the year ended
          October  31,  2001;

     (2)  the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          March  31,  2002;

     (3)  the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          June  30,  2002;

     (4)  the  description  of  our  shares  of  common  stock  contained in the
          registration  statement  filed  under  the  Securities  Act  of  1933,
          including  any  amendment  or report filed for the purpose of updating
          such  information;  and

     (5)  all  other  reports  filed  pursuant  to Section 13(a) or 15(d) of the
          Securities  Exchange  Act  of  1934,  as amended, since the end of the
          fiscal  year  covered  by  the annual report referred to in (1) above.

All  documents  filed  by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d)  of the Exchange Act subsequent to the effective date of this Registration
Statement  and prior to the filing of a post-effective amendment which indicates
that  all  securities offered have been sold or which deregisters all securities
then  remaining  unsold,  shall be deemed to be incorporated by reference in the
Registration  Statement  and  to  be a part thereof from the date of filing such
documents.  Any  statement  contained  herein  or  in  a  document  or  report
incorporated or deemed to be incorporated by reference herein shall be deemed to
be  modified  or  superseded  for  all  purposes  to the extent that a statement
contained  herein  or  in  any  subsequently  filed document which also is or is
deemed  to  be  incorporated  by  reference  herein  modifies or supersedes such
statement.  Any  statement so modified or superseded shall not be deemed, except
as  modified or superseded, to constitute a part of this registration statement.

         We  will  provide without charge to each person to whom a prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the  information  that  has  been  incorporated  by reference in this prospectus
(excluding  exhibits  unless  such  exhibits  are  specifically  incorporated by
reference into such documents).  Please direct such requests to Michael Kang,
CEO, NetCare Health Group, Inc., 362 Industrial Park, Unit 6, Middletown,
Connecticut 06457
Item  4.  Description  of  Securities.

Not  Applicable.

Item  5.  Interests  of  Named  Experts  and  Counsel.

Not  Applicable

Item  6.  Indemnification  of  Directors  and  Officers.

     The  Delaware  General Corporation Law and our Certificate of Incorporation
and  By-laws  provide  that  we  may  indemnify  any  and  all  of our officers,
directors,  employees  or  agents  or  former  officers, directors, employees or
agents,  against  expenses  actually  and  necessarily  incurred  by  them,  in
connection  with  the  defense  of  any  legal  proceeding  or  threatened legal
proceeding,  except  as  to matters in which such persons shall be determined to
not  have  acted  in  good  faith  and  in  our  best  interest.

           The  indemnification  provisions  contained  in  the  Registrant's
Certificate of Incorporation and Bylaws are not exclusive of any other rights to
which a person  may be  entitled  by law,  agreement,  vote of  stockholders  or
disinterested  directors  or  otherwise.

Item  7.  Exemption  From  Registration  Claimed.

Not  Applicable.

Item  8.  Exhibits.

The  following  is  a  complete  list  of  exhibits  filed  as  a  part  of this
registration  statement:

Exhibit  No.             Document
------------             --------

     5.1  Opinion  of  Seth  A.  Farbman,  P.C.

     10.1 Consulting  Agreement  dated  August  28,  2002 by and between NetCare
          Health  Group,  Inc.  and  David  Lubin.

     10.2 Consulting  Agreement  dated  August  26,  2002 by and between NetCare
          Health  Group,  Inc.  and  Richard  Leibowitz.

     10.3 Consulting  Agreement  dated  August  26,  2002 by and between NetCare
          Health  Group,  Inc.  and  Phyllis  Schonbrun.

     23.1 Consent  of  Seth  A.  Farbman,  P.C.  (Included  in  Exhibit  5.1).

     23.2 Consent  of  Marks  Paneth  &  Shron  LLP.
Item  9.  Undertakings.

(a)  The  undersigned  Registrant  hereby  undertakes:

(1)  To  file,  during  any  period  in  which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities  Act  of  1933;

     (ii)  To  reflect  in  the prospectus any facts or events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the registration statement.
Notwithstanding  the foregoing, any increase or decrease in volume of securities
offered  (if  the total dollar value of securities offered would not exceed that
which  was  registered)  and  any  deviation  from  the  low  or high end of the
estimated  maximum  offering  range  may  be reflected in the form of prospectus
filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
changes  in  volume and price represent no more than a 20% change in the maximum
aggregate  offering  price  set  forth  in the "Calculation of Registration Fee"
table  in  the  effective  Registration  Statement;

     (iii)  To  include  any  material  information  with respect to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information in the registration statement; provided,
however,  that  paragraphs  (1)(i)  and  (1)(ii) do not apply if the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic  reports  filed  with or furnished to the Securities and
Exchange  Commission  by  the  Registrant pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act  of  1934  that  are  incorporated by reference in the
registration  statement;

(2)  That, for the purpose of determining any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof;  and

(3)  To  remove  from registration by means of a post-effective amendment any of
the  securities  being  registered which remain unsold at the termination of the
offering.

(b)  The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act  of  1934  that  is  incorporated by reference in the registration
statement  shall  be  deemed  to be a new registration statement relating to the
securities  offered  therein,  and  the offering of such securities at that time
shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may be permitted to directors, officers and controlling persons of the
registrant  pursuant  to  the foregoing provisions, or otherwise, the registrant
has  been  advised that in the opinion of the Securities and Exchange Commission
such  indemnification  is  against public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities (other than the payment by the registrant of expenses incurred
or  paid  by  a director, officer or controlling person of the registrant in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe that it meets all the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of Middletown, State of Connecticut, on August 28, 2002.

                                    NETCARE  HEALTH  GROUP,  INC.

                                    By:   /s/  Michael  Kang
                                         _______________________
                                         Name:    Michael  Kang
                                         Title:   Chief  Executive  Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.
Signature                    Title                                    Date
---------                    -----                                    ----

/s/ Michael Kang             CEO and Chairman of                  August 28, 2002
Michael  Kang                the  Board  of  Directors
                             (Principal Executive  Officer)

/s/  Joseph C. Sienkiewicz   (principal financial                 August 28, 2002
 Joseph  Sienkiewicz         and  accounting officer)

/s/  Edward  Foster          Director                             August 28, 2002
Edward  Foster