<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-Q/A


 X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
---      SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
         PERIOD ENDED JUNE 30, 2001, OR

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
---      SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
         PERIOD FROM            TO          .
                     ----------    ---------


                         Commission file number 0-25777
                                     -------


                  TENDER LOVING CARE HEALTH CARE SERVICES, INC.
                  ---------------------------------------------
             (Exact name of registrant as specified in its charter)


              DELAWARE                                  11-3476656
              --------                                  ----------
   (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)


         1983 MARCUS AVENUE, LAKE SUCCESS, NEW YORK         11042
         ------------------------------------------         -----
         (Address of principal executive offices)         (Zip Code)


                                 (516) 358-1000
                                 --------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 X No .

The number of shares of common stock outstanding on August 10, 2001 was
11,809,653.


This amendment is being filed to reflect the restatement of the Company's
condensed consolidated financial statements, as discussed in Note 5 thereto, and
other information related to such restated financial statements. Except for
Items 1 and 2 of Part I, no other information included in the original report on
Form 10-Q is amended by this Form 10-Q/A.


<PAGE>   2
         TENDER LOVING CARE HEALTH CARE SERVICES, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
                                      INDEX
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       PAGE NO.
                                                                                       --------
<S>                                                                                    <C>
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         Condensed Consolidated Balance Sheets -
          June 30, 2001 (as restated) and February 28, 2001
          (as restated)                                                                     3

         Condensed Statements of Consolidated
          Operations - Three months ended
          June 30, 2001 and 2000                                                            4

         Condensed Statements of Consolidated Cash
          Flows - Three months ended June 30, 2001
          and 2000                                                                          5

         Notes to Condensed Consolidated Financial
          Statements                                                                      6-9

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF
         OPERATIONS                                                                     10-11

          Forward-Looking Statements                                                    12-14

PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                                  15
</TABLE>




                                                                               2
<PAGE>   3
PART I. FINANCIAL INFORMATION
-----------------------------
TENDER LOVING CARE HEALTH CARE SERVICES, INC. AND SUBSIDIARIES
--------------------------------------------------------------

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
-------------------------------------------------

(IN THOUSANDS, EXCEPT SHARE DATA)
---------------------------------

<TABLE>
<CAPTION>
                                                             JUNE 30,      FEBRUARY 28,
                                                               2001            2001
                                                            ---------      ------------
                                                              (RESTATED - SEE NOTE 5)
<S>                                                         <C>             <C>
ASSETS
------
CURRENT ASSETS:
  Cash and cash equivalents                                 $   6,100       $   4,955
  Accounts receivable, net of allowance
   for doubtful accounts of $10,400 and
   $10,500, respectively                                       75,987          71,425
  Prepaid expenses and other current assets                     1,909           2,860
-------------------------------------------------------------------------------------
Total current assets                                           83,996          79,240

FIXED ASSETS, net of accumulated
  depreciation of $9,309 and $8,434, respectively              15,534          16,338
GOODWILL, net of accumulated
  amortization of $8,980 and $8,789, respectively               5,116           5,307
OTHER ASSETS                                                    1,965           2,139
-------------------------------------------------------------------------------------
TOTAL                                                       $ 106,611       $ 103,024
=====================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Accounts payable and accrued expense                      $  23,413       $  21,015
  Accrued payroll and payroll related expenses                 20,889          21,732
  Current portion of Medicare and Medicaid liabilities         12,900          10,713
  Current portion of long-term debt                            80,088          72,924
-------------------------------------------------------------------------------------
  Total current liabilities                                   137,290         126,384

LONG-TERM DEBT                                                  8,298           9,736
LONG-TERM MEDICARE AND MEDICAID
  LIABILITIES                                                  42,904          46,357
OTHER LIABILITIES                                               2,585           2,531
-------------------------------------------------------------------------------------
  TOTAL LIABILITIES                                           191,077         185,008
-------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock - $.01 par value;
   50,000,000 shares authorized;
   11,809,653 outstanding at June 30, 2001
   and February 28, 2001                                          118             118
  Additional paid-in capital                                   50,981          50,981
  Accumulated deficit                                        (135,565)       (133,083)
-------------------------------------------------------------------------------------
   Total stockholders' equity (deficit)                       (84,466)        (81,984)
-------------------------------------------------------------------------------------
  TOTAL                                                     $ 106,611       $ 103,024
=====================================================================================
</TABLE>


                                                                               3
<PAGE>   4
TENDER LOVING CARE HEALTH CARE SERVICES, INC. AND SUBSIDIARIES
--------------------------------------------------------------
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
-----------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
 -----------------------------------
<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED
                                                          JUNE 30,
                                                  -----------------------
                                                    2001            2000
                                                  --------       --------
<S>                                               <C>            <C>
REVENUES:
---------
TOTAL REVENUES                                    $ 65,744       $ 56,660
                                                  --------       --------

OPERATING EXPENSES:
  Service costs                                     33,669         35,138
  General and administrative costs                  28,743         22,046
                                                  --------       --------
  Total Operating Expenses                          62,412         57,184
                                                  --------       --------
INCOME (LOSS) BEFORE INTEREST, DEPRECIATION,
 AMORTIZATION AND INCOME TAXES                       3,332           (524)
                                                  --------       --------

INTEREST AND OTHER EXPENSES:

  Interest expense                                   4,618          3,306
  Interest (income)                                    (63)          (235)
  Depreciation and amortization                      1,095          1,122
  Other (income) expense, net                         (544)           (75)
                                                  --------       --------
   Total interest and other expense                  5,106          4,118
                                                  --------       --------

(LOSS) BEFORE INCOME TAXES                          (1,774)        (4,642)

PROVISION FOR INCOME TAXES                              25             25
                                                  --------       --------

NET (LOSS)                                        $ (1,799)      $ (4,667)
                                                  ========       ========

INCOME (LOSS) PER COMMON SHARE-BASIC              $   (.15)      $   (.40)
                                                  ========       ========

INCOME (LOSS) PER COMMON SHARE-DILUTED            $   (.15)      $   (.40)
                                                  ========       ========

WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING:
  BASIC                                             11,810         11,810
                                                  ========       ========

  DILUTED                                           11,810         11,810
                                                  ========       ========
</TABLE>



                                                                               4
<PAGE>   5
TENDER LOVING CARE HEALTH CARE SERVICES, INC. AND SUBSIDIARIES
--------------------------------------------------------------
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
-----------------------------------------------------------
(IN THOUSANDS)
--------------
<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                                JUNE 30,
                                                      -----------------------
                                                         2001           2000
                                                      --------       --------
<S>                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss)                                            $ (1,799)      $ (4,667)
Adjustments to reconcile net (loss)
  to net cash provided by operations:
   Depreciation and amortization of fixed assets           952            967
   Amortization of goodwill                                143            155
   Allowance for doubtful accounts                        (200)          (530)
   (Gain) on sale of assets                                 --            (23)
   Increase (decrease) in other liabilities                 46           (140)
Change in operating assets and liabilities:

  Accounts receivable                                   (2,079)        (5,323)
  Accrued payroll and payroll related expenses            (284)           298
  Prepaid expenses and other current assets               (375)           343
  Accounts payable and accrued expenses                  1,242         (3,326)
  Increase (decrease) in Medicare and
   Medicaid liabilities                                   (157)          (189)
  Other assets                                             127             73
                                                      --------       --------
Net cash used in operating activities                   (2,384)       (12,362)
                                                      --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of assets                                --             25
Purchase of fixed assets                                  (410)          (316)
                                                      --------       --------
Net cash used in investing activities                     (410)          (291)
                                                      --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings under secured credit facility                 4,893          8,861
Proceeds from note payable                                  --          1,000
Payment of notes payable and other long
  term liabilities                                      (1,126)        (1,247)
                                                      --------       --------
Net cash provided by financing activities                3,767          8,614
                                                      --------       --------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                         973         (4,039)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD           5,127          9,299
                                                      --------       --------
CASH AND CASH EQUIVALENTS, END OF PERIOD              $  6,100       $  5,260
                                                      ========       ========

SUPPLEMENTAL DATA:
Cash paid for:

  Interest                                            $  3,899       $  3,473
                                                      ========       ========
  Income taxes, net                                   $     37       $    (22)
                                                      ========       ========
</TABLE>


                                                                               5
<PAGE>   6
TENDER LOVING CARE HEALTH CARE SERVICES, INC. AND SUBSIDIARIES
--------------------------------------------------------------

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------------


1.       FINANCIAL STATEMENTS - Basis of Presentation: Tender Loving Care
         Health Care Services, Inc. ("TLCS" or "the Company") is a leading
         provider of home health care services with 87 locations in 22 states
         and the District of Columbia. The accompanying unaudited condensed
         consolidated financial statements reflect the results of operations of
         TLCS and its related financial position and cash flows. In the opinion
         of the Company, the accompanying unaudited condensed consolidated
         financial statements contain all adjustments (consisting of only normal
         and recurring accruals) necessary to present fairly the financial
         position of the Company and its subsidiaries as of June 30, 2001 and
         February 28, 2001 and the results of operations and the cash flows for
         the three months ended June 30, 2001 and 2000. The results for the
         three months ended June 30, 2001 and 2000 are not necessarily
         indicative of the results for an entire year. It is suggested that
         these condensed consolidated financial statements be read in
         conjunction with the Company's audited financial statements as of
         February 28, 2001 and for the fiscal year then ended which are included
         in the Company's Annual Report on Form 10-K/A.


         Change in Reporting Period: During the fourth quarter of the fiscal
         year ended February 28, 2001, the Company's Board of Directors voted
         unanimously to change the Company's fiscal year-end to March 31 from
         February 28/29.

         The accompanying unaudited condensed consolidated financial statements
         reflect results of operations for the three months ended June 30, 2001.
         The results of operations for the three months ended June 30, 2001
         ("the 2001 period") are comparable to the results of operations for the
         three months ended May 31, 2000 ("the 2000 period"). The financial
         information for the comparable prior year period is not distorted by
         use of the quarterly period which ended on May 31, 2000. The Registrant
         does not believe that seasonal or other factors exist in any material
         respect that could affect the comparability of information or trends
         reflected. Accordingly, the Registrant has not undertaken a recasting
         of quarterly information for its prior year.

         The net loss of $683 thousand for the one month period ended March 31,
         2001 was recorded directly to Stockholders' Equity (Deficit) as a
         reduction to retained earnings. The following table presents the
         Company's condensed consolidated financial information for the one
         month period ended March 31, 2001 (dollars in thousands):


                                                                               6
<PAGE>   7
<TABLE>
<CAPTION>

                                                                           One Month Ended
                                                                            March 31, 2001
                                                                           ---------------
         <S>                                                               <C>
         Revenue                                                               $ 21,813
                                                                                =======

         Income before interest, depreciation,
         amortization and income taxes                                         $  1,140
                                                                                =======

         Interest and other expenses                                           $  1,823
                                                                                =======

         Net (loss)                                                            $   (683)
                                                                                =======
</TABLE>

         The following table presents the Company's condensed consolidated cash
         flow information for the one month period ended March 31, 2001:
<TABLE>
<CAPTION>
                                                                             One Month Ended
                                                                              March 31, 2001
                                                                             ---------------
         <S>                                                                 <C>
         Net cash used in operating activities                                  $ (2,443)

         Net cash used in investing activities                                       (59)

         Net cash provided by financing activities                                 2,674
                                                                                --------

         Net increase in cash and cash equivalents                                   172

         Cash and cash equivalents, beginning of period                            4,955
                                                                                --------
         Cash and cash equivalents, end of period                               $  5,127
                                                                                ========
</TABLE>


2.       EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE -
         The calculation of basic and diluted earnings (loss) per share was
         calculated for all periods in accordance with the requirements of
         Statement of Financial Accounting Standards No. 128, "Earnings per
         Share."

         The shares used in computing basic and diluted earnings (loss) per
         share were 11,809,653 shares for the three months ended June 30, 2001
         and 2000. The calculations of earnings (loss) per share reflect the
         weighted average number of shares outstanding.

3.       MEDICARE REPAYMENT PLAN   -     In  May 2001,  the Company  obtained an
         amendment to its repayment agreement ("the Agreement") from the Federal
         Centers for Medicare and Medicaid Services ("CMS") (formerly the
         Federal Health Care Financing Administration) for the repayment of all
         excess PIP amounts and all audit liabilities relative to periods
         through February 28, 2001. The Agreement, as amended, revised the terms
         of a prior repayment agreement reached in December 1999, resulting in
         reduced monthly payments in earlier periods and an extension of the
         maturity date of the repayment plan. The Agreement, as amended,
         provides for aggregate monthly payments of principal and interest from
         June 2001 through May 2005. The required monthly payments are $750
         thousand from June 2001 through February 2002, $1.0 million from March
         2002 through November 2002, $1.5 million from December 2002 through May
         2004 and $1.75 million from June 2004 through April 2005. Any remaining


                                                                               7
<PAGE>   8
         liabilities as of May 2005 for periods covered by the Agreement will
         then be paid in a balloon payment, the amount of which is to be
         determined no later than March 1, 2005. Any overpayments or audit
         liabilities that are successfully appealed by the Company will be
         subtracted from the total amounts owed. Interest is accrued from the
         date of each assessment at the government rate of interest (currently
         at 13.75% per annum). United Government Services LLC ("UGS"), a fiscal
         intermediary for CMS, collects amounts due under the repayment plan by
         offsetting against current remittances due to the Company.

4.       CONTINGENCIES - On December 21, 1998, H.L.N. Corporation, Frontlines
         Homecare, Inc., E.T.H.L., Inc., Phoenix Homelife Nursing, Inc., and
         Pacific Rim Health Care Services, Inc., former licensees (franchisees)
         of the Company for the territory comprising certain counties in and
         around Los Angeles, California and their holding company, instituted an
         action against the Company subsidiaries, Staff Builders, Inc., Staff
         Builders International, Inc. and Staff Builders Services, Inc., and
         certain executive officers of the Company in the Superior Court for the
         State of California, County of Los Angeles. The action was removed to
         United States District Court for the Central District of California on
         December 22,1998. Plaintiffs filed a First and Second Amended Complaint
         in the Central District on January 8, 1999 and September 1, 1999,
         respectively, to challenge the termination of the four franchise
         agreements between the Company and certain of the named plaintiffs. The
         plaintiffs are seeking damages for violations of California franchise
         law, breach of contract, fraud and deceit, unfair trade practices,
         claims under the RICO, negligence, intentional interference with
         contractual rights, declaratory and injunctive relief and a request for
         an accounting. The plaintiffs have not specified the amount of damages
         they are seeking. Discovery is currently in process.

         The Company is a defendant in several civil actions which are routine
         and incidental to its business. The Company purchases insurance in such
         amounts which management believes to be reasonable and prudent.

         Although the Company cannot estimate the ultimate cost of its open
         legal matters with precision, it has recorded a loss accrual at June
         30, 2001 and February 28, 2001 for the aggregate, estimated amount to
         litigate or resolve such matters. In the opinion of management, the
         outcome of pending litigation will not have a material adverse effect
         on the Company's consolidated financial position or results of
         operations.


5.       RESTATEMENT OF BALANCE SHEET



         Subsequent to the issuance of the Company's condensed consolidated
         financial statements included in its Quarterly Report on Form 10-Q for
         the quarter ended June 30, 2001, the Company's management determined
         that the amounts outstanding pursuant to its credit facility should
         have been classified as current liabilities rather than long-term debt,
         pursuant to the provisions of Consensus 95-22 issued by the Financial
         Accounting Standards Board Emerging Issues Task Force. Accordingly, the
         accompanying balance sheets have been restated to reflect the
         reclassification of the amounts





                                                                               8
<PAGE>   9



         outstanding pursuant to this credit facility as current liabilities. As
         a result, current liabilities increased by $73.9 million and $65.7
         million at June 30, 2001 and February 28, 2001, respectively, and
         long-term debt decreased by the same amounts. This reclassification had
         no effect on total assets, total stockholders' equity (deficit), total
         revenues, operating income (loss), net (loss), or net cash provided by
         (used in) operating activities for any period.










                                                                               9
<PAGE>   10

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  ---------------------------------------
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

         The following discussion and analysis provides information which
         management believes is relevant to an assessment and understanding of
         the Company's results of operations and financial condition. This
         discussion should be read in conjunction with the Condensed
         Consolidated Financial Statements appearing in Item 1.


         As discussed in Note 5 to the condensed consolidated financial
         statements, the Company has restated its condensed consolidated balance
         sheets as of June 30, 2001 and February 28, 2001 to classify amounts
         outstanding pursuant to its credit facility as current liabilities
         rather than as long-term debt.



         RESULTS OF OPERATIONS
         ---------------------
         Total revenues increased by $9.0 million, or 16.0%, to $65.7 million
         for the three months ended June 30, 2001 ("the 2001 period") from $56.7
         million for the three months ended May 31, 2000 ("the 2000 period").
         The increase in the Company's revenues is primarily due to an increase
         in the Company's Medicare revenues of $15.1 million to $42.4 million in
         the 2001 period from $27.3 million in the 2000 period. This growth is
         attributable to an increase in patient admissions as well as changes in
         the Medicare payment methodology under a Prospective Payment System
         ("PPS") which became effective October 1, 2000 for providers of
         Medicare home health services. Offsetting this increase is a decrease
         in non-Medicare revenue resulting from the Company's change in revenue
         mix by eliminating business with certain payor sources that represented
         minimal profits or poor cash flow.

         The following are the Company's service revenues by payment source:
<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED
                                                           JUNE 30,
                                                     -----------------
                                                      2001        2000
                                                      ----        ----
         <S>                                         <C>         <C>
         Medicare                                     64.6%       48.1%
         Medicaid                                     20.9        26.7
         Insurance, contracts and individuals         14.0        24.3
         Other                                         0.5         0.9
                                                     -----       -----
         Total                                       100.0%      100.0%
                                                     =====       =====
</TABLE>


         Direct service costs were 51.2% and 62.0% of revenues for the 2001 and
         2000 periods, respectively. The decrease in operating costs as a
         percentage of service revenues was primarily due to higher Medicare
         rates paid for services under PPS as compared to cost reimbursement
         previously received under the Medicare Interim Payment System ("IPS")
         which was in effect from March 1, 1998 until September 30, 2000.
         Additionally, the decreases in operating costs as a percentage of
         service revenues results from a change in revenue mix, as the Company
         complies with its objective to eliminate unprofitable and low margin
         business.

         General and administrative costs were $28.7 million and $22.0 million
         and were 43.7% and 38.9% of revenues in the 2001 and 2000 periods,
         respectively. The increase in general and administrative costs was
         primarily due to increased administrative salary costs, related in part
         to our sales force growth, and licensee distribution expense which
         results from higher gross margins.


                                                                              10
<PAGE>   11


         Interest expense was approximately $4.6 million in the 2001 period as
         compared to $3.3 million in the 2000 period. The increase in interest
         expense in the 2001 period was primarily due to the increase in the
         level of borrowings under the Company's accounts receivable purchase
         program.

         LIQUIDITY AND CAPITAL RESOURCES
         -------------------------------
         The Company finances its operations through an accounts receivable
         purchase program with an entity which provides health care accounts
         receivable financing. Under the program, the Company may sell to an
         affiliate of such entity up to $85 million of the Company's accounts
         receivable so long as the receivables meet certain qualitative and
         quantitative criteria and the Company is in compliance with the terms
         of the agreement.

         The balance of amounts outstanding under the Company's secured
         financing facility increased primarily as a result of the increase in
         the Company's accounts receivable. The Company's net trade accounts
         receivable increased by approximately $4.6 million to $76.0 million at
         June 30, 2001 from $71.4 million at February 28, 2001. This increase is
         due to an increase in Medicare receivables resulting from an increase
         in related revenue as well as a relatively high level of non-Medicare
         receivables to related revenue due to certain slow payors. The Company
         is taking significant steps to reduce the time it takes to collect
         accounts receivable including the establishment of de-centralized
         billing and service centers, changes in revenue mix toward more timely
         payors and expansion of a comprehensive, Company-wide quality assurance
         program to maximize the clarity and accuracy of all clinical and
         financial billing data.

         Management continues to pursue various strategies including, but not
         limited to, obtaining additional financing, cost reductions, change in
         revenue mix and negotiating with new and existing payor sources. The
         Company believes that cash provided from operations and its existing
         financing facility provides adequate funds for the Company's current
         level of operations and debt obligations for at least the next twelve
         months.

         RECENTLY ISSUED ACCOUNTING STANDARDS
         ------------------------------------
         In June 2001, the Financial Accounting Standards Board issued SFAS No.
         141, "Business Combinations" (effective July 1, 2001) and SFAS No. 142,
         "Goodwill and Other Intangible Assets" (effective December 15, 2001).
         SFAS No. 141 prohibits pooling-of-interests accounting for
         acquisitions. SFAS No. 142 specifies that goodwill and some intangible
         assets will no longer be amortized but instead will be subject to
         periodic impairment testing. The effect of the SFAS No. 142
         pronouncement on the Company's financial results is currently being
         evaluated.



                                                                              11
<PAGE>   12


         FORWARD-LOOKING STATEMENTS
         --------------------------
         Certain statements in this report on Form 10-Q constitute
         "forward-looking statements" within the meaning of the Private
         Securities Litigation Reform Act of 1995. These statements are
         typically identified by the inclusion of phrases such as "the Company
         believes" and other phrases of similar meaning. These forward-looking
         statements are based on the Company's current expectations. Such
         forward-looking statements involve known and unknown risks,
         uncertainties, and other factors that may cause the actual results,
         performance or achievements of the Company to be materially different
         from any future results, performance or achievements expressed or
         implied by such forward-looking statements. The potential risks and
         uncertainties which could cause actual results to differ materially
         from the Company's expectations include the impact of further changes
         in the Medicare reimbursement system, including any changes to the
         current prospective payment system; government regulation; health care
         reform; pricing pressures from third-party payors, including managed
         care organizations; retroactive Medicare audit adjustments; and changes
         in laws and interpretations of laws or regulations relating to the
         health care industry.

         GOVERNMENT REGULATION. As a home health care provider, the Company is
         subject to extensive and changing state and Federal regulations
         relating to the licensing and certification of its offices and the sale
         and delivery of its products and services. The imposition of more
         stringent regulatory requirements or the denial or revocation of any
         license or permit necessary for the Company to operate in a particular
         market could have a material adverse effect on the Company's
         operations. The Federal government and Medicare fiscal intermediaries
         have become more vigilant in their review of Medicare reimbursements to
         home health care providers generally, and are preparing to conduct
         reviews of a greater number of health care claims with an increased
         focus on clinical procedures and related documentation. State and
         Federal enforcement officials also have increased their scrutiny of
         providers and are applying an increasingly expansive view of activities
         they believe to be fraudulent or abusive. Changes in the law and
         regulations as well as new interpretations enforced by the relevant
         regulatory agencies could have a material adverse effect on the
         Company's operations and the cost of doing business.

         Additionally, third-party payors have generally sought to contain costs
         by reducing payments and/or deferring payments to providers. Continued
         cost reduction efforts by third-party payors could adversely affect the
         Company's cash flow and results of operations.

         THIRD-PARTY REIMBURSEMENT AND MANAGED CARE. Because the Company is
         reimbursed for its services primarily by the Medicare/Medicaid
         programs, insurance companies, managed care companies and other
         third-party payors, the implementation of alternative payment
         methodologies for any of these payors could have an impact on revenues
         and profit margins.

         HEALTH CARE REFORM. A new prospective payment system ("PPS") became
         effective for all home health care agencies on October 1, 2000. Home
         health care providers have an opportunity to generate profits under PPS
         if costs are contained under the per-episode reimbursement amounts.
         However, unforeseen changes in health care reimbursement regulations
         could adversely affect the Company's ability to generate a profit under
         PPS. In addition, because PPS requires significant changes in billing
         methodology, the Company's systems may not be able to adapt immediately
         or sufficiently to all such changes. Further, Medicare fiscal
         intermediaries are implementing new systems which may result in slower
         payments than otherwise anticipated.


                                                                              12
<PAGE>   13


         As Congress and state reimbursement entities assess alternative health
         care delivery systems and payment methodologies, the Company cannot
         predict which additional reforms may be adopted or what impact they may
         have on the Company. Additionally, uncertainties relating to the nature
         and outcomes of health care reforms have also generated numerous
         realignments, combinations and consolidations in the health care
         industry which may also have an adverse impact on the Company's
         business strategy and results of operations.

         BUSINESS CONDITIONS. The Company must continue to establish and
         maintain close working relationships with physicians and physician
         groups, managed care organizations, hospitals, clinics, nursing homes,
         social service agencies and other health care providers. There can be
         no assurance that the Company will continue to establish or maintain
         such relationships. The Company expects additional competition will
         develop in future periods given the increasing market demand for the
         type of services offered.

         ATTRACTION AND RETENTION OF LICENSEES AND EMPLOYEES. Maintaining
         quality caregivers, managers, branch administrators and licensees will
         play a significant part in the future success of the Company. The
         Company's professional nurses and other health care personnel are key
         to the continued provision of quality care to the Company's patients.
         The possible inability to attract and retain qualified nursing
         management and sufficient numbers of credentialed health care
         professionals and para-professionals as well as office management and
         information technology personnel could adversely affect the Company's
         operations and quality of service.

         SATISFACTORY FINANCING. Proceeds from the Company's financing program
         provided some working capital and the ability to pay portions of
         certain accumulated indebtedness. Under the financing program, the
         Company sells its trade accounts receivable. However, the financing
         facility is not obligated to continually purchase such receivables. The
         Company is limited to selling up to $85 million of eligible accounts
         receivable under the financing facility and such facility expires on
         December 31, 2002. The Company has negotiated deferred payment terms
         for certain of its Medicare and Medicaid liabilities and has made
         arrangements with many of its other creditors to either reduce its
         liability to them, defer and/or extend payment of the liability, or a
         combination of several of these steps. Management cannot provide
         assurance the Company's vendors will continue to extend credit.
         Pursuant to the Company's agreement with the Federal Centers for
         Medicare and Medicaid Services ("CMS") (formerly the Federal Health
         Care Financing Administration) to repay accumulated Medicare
         liabilities, the Company will be required to pay excess periodic
         interim payments received and Medicare audit liabilities on a monthly
         basis through May 2005.



                                                                              13
<PAGE>   14


         United Government Services LLC ("UGS"), a fiscal intermediary for CMS,
         collects amounts due under the repayment plan by offsetting against
         current remittances due to the Company. If no Medicare accounts
         receivable are available for offset as amounts become due under the
         repayment plan, then all amounts owed pursuant to this repayment plan
         may become immediately due and payable.

         PART II. OTHER INFORMATION

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
                  --------------------------------

             (A)  EXHIBITS

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

         3.1           Amended and Restated Certificate of Incorporation of the
                       Company, filed with the Secretary of State of Delaware on
                       October 14, 1999. (A)

         3.2           Amended and Restated By-laws of the Company. (A)


         NOTES TO EXHIBITS

         (A)      Incorporated by reference to the Company's Form 10-Q (File No.
                  0-25777) filed with the Commission on October 20, 1999.


         (B)      REPORTS ON FORM 8-K

         During the quarter ended June 30, 2001 no reports on Form 8-K were
         filed by the Registrant.

                                                                              14
<PAGE>   15
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
         the Registrant has duly caused this report to be signed on its behalf
         by the undersigned thereunto duly authorized.

                                           TENDER LOVING CARE HEALTH CARE
                                                   SERVICES, INC.


           Dated: September 27, 2001       By:   /s/ Stephen Savitsky

                                               ---------------------------------
                                           Stephen Savitsky
                                           Chairman of the Board, and
                                           Chief Executive Officer,
                                           (Principal Executive Officer) and
                                           Director


           Dated: September 27, 2001       By:  /s/ Dale R. Clift

                                               ---------------------------------
                                           Dale R. Clift
                                           President and Chief Operating Officer


           Dated: September 27, 2001       By:  /s/ Willard T. Derr

                                               ---------------------------------
                                           Willard T. Derr
                                           Chief Financial Officer, and Sr.
                                           Vice President, Corporate
                                           Controller and Treasurer
                                           (Principal Financial and
                                           Accounting Officer)




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