<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                 CyberCare, Inc.
             (Exact name of Registrant as specified in its charter)


          Florida                                  65-0158479
 (State  or  other  jurisdiction  of              (I.R.S.  employer
  incorporation  or  organization)                identification  no.)


 2500  Quantum  Lakes  Dr.,  Suite  1000,               33426
        Boynton  Beach,  Florida                     (Zip  code)
(Address  of  principal  executive  offices)


                                  Fee Agreement
                            (Full title of the plan)


                            Frederick M. Mintz, Esq.
       Mintz & Fraade, P.C., 488 Madison Avenue, Suite 1100, NY, NY 10022
                     (Name and address of agent for service)


                                 (212) 486-2500
                     (Telephone number, including area code,
                              of agent for service)


             CALCULATION  OF  REGISTRATION  FEE

_______________________________________________________________________
                              Proposed         Proposed
Title  of                     maximum          maximum
securities     Amount         offering         aggregate   Amount  of
  to  be        to  be        price            offering    registration
registered     registered     per  share(1)    price       fee
----------     ----------     ----------       ----------- ------------

Common  Stock, 2,000,000      $.023            $46,000     $3.72
par  value
$.001
_______________________________________________________________________


(1)  Estimated  solely  for  the  purpose  of  calculating the registration fee.
Pursuant  to  Rule  457(c)  of the Securities Act, the registration fee has been
calculated based upon the last bid price for our common stock as reported by the
Over  the  Counter  Bulletin  Board.


                                        1
<PAGE>

PART  I

INFORMATION  REQUIRED  IN  THE  SECTION  10  (a)  PROSPECTUS

Item  1.          Plan  Information
                  -----------------

(a)  General  Plan  Information

     (1)  The  name of the plan is the Fee Agreement (the "Plan") made as of the
          12th  day  of  March  2003  by  and  between Mintz & Fraade, P.C. (the
          "Firm"),  Alan  P.  Fraade  and  Frederick M. Mintz (the "Attorneys"),
          having  their  principal  place of business at 488 Madison Avenue, New
          York,  New  York,  10022  and  CyberCare,  Inc.  (the  "Company"  or
          "Registrant") a Florida corporation with offices at 2500 Quantum Lakes
          Drive,  Suite  1000,  Boynton  Beach,  Florida  33426.

          1,000,000  shares  of the Company's common stock, par value $.001 (the
          "Common  Stock")  are  being  issued  to  each  of  Alan P. Fraade and
          Frederick  M.  Mintz under the Plan. The aggregate number of shares of
          Common  Stock of the Company that are being issued to the Attorneys is
          2,000,000.

     (2)  The  general nature and purpose of this Plan is to issue stock in lieu
          of  payment  for  substantial  professional  services.

     (3)  The  plan  is not subject to any provisions of the Employee Retirement
          Income  Security  Act  of  1974.

     (4)  Additional  information  about  the  Plan  may  be  obtained  from:

          Mintz  &  Fraade,  P.C.
          488  Madison  Avenue
          New  York,  New  York  10022
          Attn:  Frederick  M.  Mintz
          Telephone  No.:  (212)  486-2500

(b)  Securities  to  be  Offered

     (1)  2,000,000  shares  of  the  Company's  Common  Stock.

     (2)  The  Company's  securities  are  registered under Section 12(g) of the
          Securities  Exchange  Act  of  1934.

(c)  Employees  Who  May  Participate  in  the  Plan

     The Attorneys are the sole individuals eligible to participate in the Plan.

                                        2
<PAGE>

(d)  Purchase  of  Securities  Pursuant  to  the Plan and Payment for Securities
     Offered

     The  securities  are  being  offered as compensation in lieu of payment for
     professional  services  to  be  rendered.

(e)  Resale  Restrictions

     There  are no restrictions on the resale of the Securities being registered
     pursuant  to  the  Plan.

(f)  Tax  Effects  of  Participation

     The  value  of  the  shares  shall  be  deemed to be ordinary income to the
     Attorneys  and  a  business  expense  for  the  Registrant.

(g)  Investment  of  Funds

     N/A

(h)  Withdrawal  from  the  Plan;  Assignment  of  Interest

     N/A

(i)  Forfeitures  and  Penalties

     N/A

(j)  Charges  and  Deductions  and  Liens  Therefore

     N/A

Item  2.          Registrant  Information  and  Employee Plan Annual Information
                  --------------------------------------------------------------

     The  Registrant  shall  provide to the Attorneys without charge, upon their
     written  or oral request, the documents which are incorporated by reference
     in  Item  3  of  Part II of this Registration Statement. Such documents are
     incorporated  by  reference in the Section 10(a) prospectus. The Registrant
     shall  also provide to the Attorneys, without charge, upon their written or
     oral  request,  with  all  other  documents  required  to  be  delivered to
     employees  pursuant  to  Rule  428(b).  Any  and all such requests shall be
     directed to the Registrant at its office at 2500 Quantum Lakes Drive, Suite
     1000,  Boynton  Beach,  Florida  33426.


                                        3
<PAGE>

PART  II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

Item  3.     Incorporation  of  Documents  by  Reference
             -------------------------------------------

     The  following  documents  are  incorporated  by  reference  into  this
     Registration  Statement  and  made  a  part  hereof:

(a)  The  Registrant's  Form  10-K for the year ended December 31, 2001 filed on
     April  15,  2002 pursuant to Section 13 or 15(d) of the Securities Exchange
     Act  of  1934,  as  amended  (the  "Exchange  Act").

(b)  The Registrant's Form 10-QSB for the quarter ended September 30, 2002 filed
     on  November  19,  2002  pursuant to Section 13(a) or 15(d) of the Exchange
     Act.

(c)  All  other reports which may be filed by the Registrant pursuant to Section
     13  (a)  or  15  (d)  of  the Exchange Act since the end of the fiscal year
     covered  by the Registrant's document referred to in (a) immediately above.

(d)  Any  statement  contained  in  a  document  incorporated  or  deemed  to be
     incorporated  by  reference  herein  shall  be  deemed  to  be  modified or
     superseded  for purpose of this Registration Statement to the extent that a
     statement  contained  herein  or  in  any other 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 so modified or superseded, to constitute a part of
     this  Registration  Statement.

Item  4.     Description  of  Securities
             ---------------------------

     The  class  of  securities  to  be offered hereby has been registered under
     Section  12  of  the  Exchange  Act  by the Registrant, and incorporated by
     reference.

Item  5.          Interests  of  Named  Experts  and  Counsel
                  -------------------------------------------

     The  validity of the securities offered will be passed upon for the Company
     by  the  law  firm  of  Mintz  &  Fraade,  P.C.,  of  New  York,  New York.

     The  law  firm  of  Mintz  & Fraade, P.C. has and continues to render legal
     services  for  and  on behalf of the Registrant. The Firm is located at 488
     Madison  Avenue,  Suite  1100,  New  York,  New  York,  10022.

     The  Company  has  agreed under the Plan to issue to Frederick M. Mintz and
     Alan  P. Fraade, members of Mintz & Fraade, P.C., an aggregate of 2,000,000
     shares  of  the  Company's Common Stock in lieu of payment for professional
     services  to  be  rendered.  The  firm is presently the beneficial owner of
     approximately  250,000  shares  of  the  Company's  Common  Stock.

                                        4
<PAGE>

Item  6.          Indemnification  of  Directors  and  Officers
                  ---------------------------------------------

     As  permitted  by  the Florida General Corporation Law (the "Florida Law"),
     the  Company's  Certificate  of  Incorporation  includes  a  provision that
     eliminates  the  personal  liability of its directors to the Company or its
     stockholders.


Item  8.          Exhibits
                  --------

     The  exhibits  to  the  Registration  Statement  are listed in the Index to
     Exhibits  included  on  Page  9  herein.


Item  9.          Consultants  and  Advisors
                  --------------------------

     The  following  consultants and advisors will be issued securities pursuant
     to  this  Registration  Statement:

Name                    Number          Type  of  Services  Provided
----                    ------          ----------------------------

Alan  P.  Fraade        1,000,000       Legal  Advisory  Services
Frederick  M.  Mintz    1,000,000       Legal  Advisory  Services


Item  10.     Undertakings
              ------------

(a)  The  undersigned Registrant hereby undertakes to file, during any period in
     which  offers  or  sales  are being made, a post-effective amendment to the
     Registration  Statement  to include any material information about the plan
     not  previously  disclosed  in  the  Registration Statement or any material
     change  to  any  such  information  in  the  Registration  Statement.

(b)  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. If 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.

                                        5
<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 of 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 Boynton Beach, State of Florida, on this 12th day of
March  2003.



     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  date  indicated.

Name                            Title                          Date
----                            -----                          ----

CyberCare,  Inc.


By:/s/  Joseph  Robert  Forte   President, CEO and Director   March 12, 2003
   --------------------------
Joseph  Robert  Forte


/s/  Alan  Adelson              Executive Vice President and  March 12, 2003
------------------
Alan  Adelson                   Director



                                        7
<PAGE>

                                 CYBERCARE, INC.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                                        8
<PAGE>




                                INDEX TO EXHIBITS


Exhibit  No.          Description
------------          -----------

4               Fee  Agreement  By  and  Between
                Mintz  &  Fraade,  P.C.  and  Frederick
                M.  Mintz  and  Alan  P.  Fraade  and
                CyberCare,  Inc.

4.1             Unanimous  Written  Consent  of
                Directors  in  lieu  of  a  Meeting  of  the
                Board  of  Directors  of
                CyberCare,  Inc.

5               Opinion  of  Mintz  &  Fraade,  P.C.

23              Consent  of  Mintz  &  Fraade,  P.C.
                (contained  in  its  opinion  filed  as  Exhibit  5)


                                        9
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 13756}]
{"company-data": {"conformed-name": "CYBER CARE INC", "cik": "0000887904", "assigned-sic": "8071", "irs-number": "650158479", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103879", "film-number": "03606639"}, "business-address": {"street1": "2500 QUANTUM LAKE DRIVE", "street2": "SUITE 1000", "city": "BOYNTON BEACH", "state": "FL", "zip": "33426", "phone": "5677425000"}, "mail-address": {"street1": "1903 S CONGRESS AVE", "street2": "STE 400", "city": "BOYNTON BEACH", "state": "FL", "zip": "33426"}, "former-company": [{"former-conformed-name": "HEART LABS OF AMERICA INC /FL/", "date-changed": "19960428"}, {"former-conformed-name": "MEDICAL INDUSTRIES OF AMERICA INC", "date-changed": "19970203"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 CyberCare, Inc.
             (Exact name of Registrant as specified in its charter)

          Florida                                  65-0158479
 (State  or  other  jurisdiction  of              (I.R.S.  employer
  incorporation  or  organization)                identification  no.)

 2500  Quantum  Lakes  Dr.,  Suite  1000,               33426
        Boynton  Beach,  Florida                     (Zip  code)
(Address  of  principal  executive  offices)

                                  Fee Agreement
                            (Full title of the plan)

                            Frederick M. Mintz, Esq.
       Mintz & Fraade, P.C., 488 Madison Avenue, Suite 1100, NY, NY 10022
                     (Name and address of agent for service)

                                 (212) 486-2500
                     (Telephone number, including area code,
                              of agent for service)

             CALCULATION  OF  REGISTRATION  FEE

_______________________________________________________________________
                              Proposed         Proposed
Title  of                     maximum          maximum
securities     Amount         offering         aggregate   Amount  of
  to  be        to  be        price            offering    registration
registered     registered     per  share(1)    price       fee
----------     ----------     ----------       ----------- ------------

Common  Stock, 2,000,000      $.023            $46,000     $3.72
par  value
$.001
_______________________________________________________________________

(1)  Estimated  solely  for  the  purpose  of  calculating the registration fee.
Pursuant  to  Rule  457(c)  of the Securities Act, the registration fee has been
calculated based upon the last bid price for our common stock as reported by the
Over  the  Counter  Bulletin  Board.

                                        1
PART  I

INFORMATION  REQUIRED  IN  THE  SECTION  10  (a)  PROSPECTUS

Item  1.          Plan  Information
                  -----------------

(a)  General  Plan  Information

     (1)  The  name of the plan is the Fee Agreement (the "Plan") made as of the
          12th  day  of  March  2003  by  and  between Mintz & Fraade, P.C. (the
          "Firm"),  Alan  P.  Fraade  and  Frederick M. Mintz (the "Attorneys"),
          having  their  principal  place of business at 488 Madison Avenue, New
          York,  New  York,  10022  and  CyberCare,  Inc.  (the  "Company"  or
          "Registrant") a Florida corporation with offices at 2500 Quantum Lakes
          Drive,  Suite  1000,  Boynton  Beach,  Florida  33426.

          1,000,000  shares  of the Company's common stock, par value $.001 (the
          "Common  Stock")  are  being  issued  to  each  of  Alan P. Fraade and
          Frederick  M.  Mintz under the Plan. The aggregate number of shares of
          Common  Stock of the Company that are being issued to the Attorneys is
          2,000,000.

     (2)  The  general nature and purpose of this Plan is to issue stock in lieu
          of  payment  for  substantial  professional  services.

     (3)  The  plan  is not subject to any provisions of the Employee Retirement
          Income  Security  Act  of  1974.

     (4)  Additional  information  about  the  Plan  may  be  obtained  from:

          Mintz  &  Fraade,  P.C.
          488  Madison  Avenue
          New  York,  New  York  10022
          Attn:  Frederick  M.  Mintz
          Telephone  No.:  (212)  486-2500

(b)  Securities  to  be  Offered

     (1)  2,000,000  shares  of  the  Company's  Common  Stock.

     (2)  The  Company's  securities  are  registered under Section 12(g) of the
          Securities  Exchange  Act  of  1934.

(c)  Employees  Who  May  Participate  in  the  Plan

     The Attorneys are the sole individuals eligible to participate in the Plan.

                                        2
(d)  Purchase  of  Securities  Pursuant  to  the Plan and Payment for Securities
     Offered

     The  securities  are  being  offered as compensation in lieu of payment for
     professional  services  to  be  rendered.

(e)  Resale  Restrictions

     There  are no restrictions on the resale of the Securities being registered
     pursuant  to  the  Plan.

(f)  Tax  Effects  of  Participation

     The  value  of  the  shares  shall  be  deemed to be ordinary income to the
     Attorneys  and  a  business  expense  for  the  Registrant.

(g)  Investment  of  Funds

     N/A

(h)  Withdrawal  from  the  Plan;  Assignment  of  Interest

     N/A

(i)  Forfeitures  and  Penalties

     N/A

(j)  Charges  and  Deductions  and  Liens  Therefore

     N/A

Item  2.          Registrant  Information  and  Employee Plan Annual Information
                  --------------------------------------------------------------

     The  Registrant  shall  provide to the Attorneys without charge, upon their
     written  or oral request, the documents which are incorporated by reference
     in  Item  3  of  Part II of this Registration Statement. Such documents are
     incorporated  by  reference in the Section 10(a) prospectus. The Registrant
     shall  also provide to the Attorneys, without charge, upon their written or
     oral  request,  with  all  other  documents  required  to  be  delivered to
     employees  pursuant  to  Rule  428(b).  Any  and all such requests shall be
     directed to the Registrant at its office at 2500 Quantum Lakes Drive, Suite
     1000,  Boynton  Beach,  Florida  33426.

                                        3
PART  II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

Item  3.     Incorporation  of  Documents  by  Reference
             -------------------------------------------

     The  following  documents  are  incorporated  by  reference  into  this
     Registration  Statement  and  made  a  part  hereof:

(a)  The  Registrant's  Form  10-K for the year ended December 31, 2001 filed on
     April  15,  2002 pursuant to Section 13 or 15(d) of the Securities Exchange
     Act  of  1934,  as  amended  (the  "Exchange  Act").

(b)  The Registrant's Form 10-QSB for the quarter ended September 30, 2002 filed
     on  November  19,  2002  pursuant to Section 13(a) or 15(d) of the Exchange
     Act.

(c)  All  other reports which may be filed by the Registrant pursuant to Section
     13  (a)  or  15  (d)  of  the Exchange Act since the end of the fiscal year
     covered  by the Registrant's document referred to in (a) immediately above.

(d)  Any  statement  contained  in  a  document  incorporated  or  deemed  to be
     incorporated  by  reference  herein  shall  be  deemed  to  be  modified or
     superseded  for purpose of this Registration Statement to the extent that a
     statement  contained  herein  or  in  any other 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 so modified or superseded, to constitute a part of
     this  Registration  Statement.

Item  4.     Description  of  Securities
             ---------------------------

     The  class  of  securities  to  be offered hereby has been registered under
     Section  12  of  the  Exchange  Act  by the Registrant, and incorporated by
     reference.

Item  5.          Interests  of  Named  Experts  and  Counsel
                  -------------------------------------------

     The  validity of the securities offered will be passed upon for the Company
     by  the  law  firm  of  Mintz  &  Fraade,  P.C.,  of  New  York,  New York.

     The  law  firm  of  Mintz  & Fraade, P.C. has and continues to render legal
     services  for  and  on behalf of the Registrant. The Firm is located at 488
     Madison  Avenue,  Suite  1100,  New  York,  New  York,  10022.

     The  Company  has  agreed under the Plan to issue to Frederick M. Mintz and
     Alan  P. Fraade, members of Mintz & Fraade, P.C., an aggregate of 2,000,000
     shares  of  the  Company's Common Stock in lieu of payment for professional
     services  to  be  rendered.  The  firm is presently the beneficial owner of
     approximately  250,000  shares  of  the  Company's  Common  Stock.

                                        4
Item  6.          Indemnification  of  Directors  and  Officers
                  ---------------------------------------------

     As  permitted  by  the Florida General Corporation Law (the "Florida Law"),
     the  Company's  Certificate  of  Incorporation  includes  a  provision that
     eliminates  the  personal  liability of its directors to the Company or its
     stockholders.

Item  8.          Exhibits
                  --------

     The  exhibits  to  the  Registration  Statement  are listed in the Index to
     Exhibits  included  on  Page  9  herein.

Item  9.          Consultants  and  Advisors
                  --------------------------

     The  following  consultants and advisors will be issued securities pursuant
     to  this  Registration  Statement:

Name                    Number          Type  of  Services  Provided
----                    ------          ----------------------------

Alan  P.  Fraade        1,000,000       Legal  Advisory  Services
Frederick  M.  Mintz    1,000,000       Legal  Advisory  Services

Item  10.     Undertakings
              ------------

(a)  The  undersigned Registrant hereby undertakes to file, during any period in
     which  offers  or  sales  are being made, a post-effective amendment to the
     Registration  Statement  to include any material information about the plan
     not  previously  disclosed  in  the  Registration Statement or any material
     change  to  any  such  information  in  the  Registration  Statement.

(b)  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. If 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.

                                        5
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 of 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 Boynton Beach, State of Florida, on this 12th day of
March  2003.

     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  date  indicated.

Name                            Title                          Date
----                            -----                          ----

CyberCare,  Inc.

By:/s/  Joseph  Robert  Forte   President, CEO and Director   March 12, 2003
   --------------------------
Joseph  Robert  Forte

/s/  Alan  Adelson              Executive Vice President and  March 12, 2003
------------------
Alan  Adelson                   Director

                                        7
CYBERCARE, INC.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                        8
INDEX TO EXHIBITS

Exhibit  No.          Description
------------          -----------

4               Fee  Agreement  By  and  Between
                Mintz  &  Fraade,  P.C.  and  Frederick
                M.  Mintz  and  Alan  P.  Fraade  and
                CyberCare,  Inc.

4.1             Unanimous  Written  Consent  of
                Directors  in  lieu  of  a  Meeting  of  the
                Board  of  Directors  of
                CyberCare,  Inc.

5               Opinion  of  Mintz  &  Fraade,  P.C.

23              Consent  of  Mintz  &  Fraade,  P.C.
                (contained  in  its  opinion  filed  as  Exhibit  5)

                                        9