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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-K



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| ̈ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended

or



|x | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from June 1, 2006 to December 31, 2006

Commission file number 1-9927



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COMPREHENSIVE CARE CORPORATION

(Exact name of Registrant as specified in its charter)



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|                                                                   |  |                                  
|------------------------------------------------------------------ |  | ---------------------------------
|Delaware                                                           |  | 95-2594724                       
|(State or other jurisdiction of incorporation or organization)     |  | (IRS Employer Identification No.)
|                                                                   | 
|3405 W. Dr. Martin Luther King, Jr. Blvd, Suite 101 Tampa, Florida |  | 33607                            
|(Address of principal executive offices)                           |  | (Zip Code)                       

(813) 288-4808

(Registrants telephone number, including area code)



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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF
THE ACT:



| |  |                                                                                           |  | 
| |  | ----------------------------------------------------------------------------------------- |  | 
| |  | Title of each class                                                                       |  | 
| |  | Common Stock, Par Value $.01 per share 71/2% Convertible Subordinated Debentures due
2010 |  | 



Indicate by check mark if
the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ̈No  x

Indicate by check mark if the Registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ̈No  x

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 ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.  x

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ̈Accelerated Filer ̈Non-Accelerated Filer  x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x

The aggregate market value of voting stock held by non-affiliates of the Registrant on November 30, 2006 was approximately $9,400,000 based on the
closing price of $1.90 of the Common Stock on November 30, 2006, as reported on the Over-The-Counter Bulletin Board. This amount excludes approximately 2,800,000 shares of common stock held by officers, directors, and persons owning 5% or more
of our outstanding common stock. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

On August 6, 2007, the Registrant had 7,702,781 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.



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##### Table of Contents

TABLE OF CONTENTS



|             |  |          |  |                                                                                                              |  |   
|------------ |  | -------- |  | ------------------------------------------------------------------------------------------------------------ |  | --
|PART I       |  | 1       
|             |  | Item 1.  |  | Business                                                                                                     |  | 1 
|             |  | Item 1A. |  | Risk Factors                                                                                                 |  | 8 
|             |  | Item 1B. |  | Unresolved Staff Comments                                                                                    |  | 12
|             |  | Item 2.  |  | Properties                                                                                                   |  | 12
|             |  | Item 3.  |  | Legal Proceedings                                                                                            |  | 12
|             |  | Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                          |  | 12
|             | 
|PART II      |  | 14      
|             |  | Item 5.  |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 14
|             |  | Item 6.  |  | Selected Financial Data                                                                                      |  | 15
|             |  | Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 16
|             |  | Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 23
|             |  | Item 8.  |  | Consolidated Financial Statements and Supplementary Data                                                     |  | 24
|             |  | Item 9.  |  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                         |  | 47
|             |  | Item 9A. |  | Controls and Procedures                                                                                      |  | 48
|             |  | Item 9B. |  | Other Information                                                                                            |  | 48
|             | 
|PART III     |  | 49      
|             |  | Item 10. |  | Directors, Executive Officers and Corporate Governance                                                       |  | 49
|             |  | Item 11. |  | Executive Compensation                                                                                       |  | 52
|             |  | Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 61
|             |  | Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 62
|             |  | Item 14. |  | Principal Accounting Fees and Services                                                                       |  | 63
|             | 
|PART IV      |  | 64      
|             |  | Item 15. |  | Exhibits and Financial Statement Schedules                                                                   |  | 64
|             | 
|SIGNATURES   |  | 66      
|             | 
|EXHIBIT 21   |  |         
|EXHIBIT 23.1 |  |         
|EXHIBIT 31.1 |  |         
|EXHIBIT 31.2 |  |         
|EXHIBIT 32.1 |  |         
|EXHIBIT 32.2 |  |         



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##### Table of Contents

PART I

ITEM1. BUSINESS

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Certain information included in this transition report and in our other reports, Securities and Exchange Commission (SEC) filings, statements, and presentations is forward looking within the
meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements concerning our anticipated operating results, financial resources, increases in revenues, increased profitability, interest expense, growth
and expansion, and the ability to obtain new behavioral healthcare contracts. Such forward-looking information involves important risks and uncertainties that could significantly affect actual results and cause them to differ materially from
expectations expressed herein and in our other reports, SEC filings, statements, and presentations. These risks and uncertainties include the effect of governmental regulation, competitive market conditions, varying trends in member utilization, our
ability to manage healthcare operating expenses, the profitability of our capitated contracts, cost of care, seasonality, the risk that any definitive agreements or additional business will result from letters of intent entered into by us, and other
risks detailed from time to time in our SEC reports.

OVERVIEW

We are a Delaware corporation organized in 1969. Unless the context otherwise requires, all
references to us include our wholly owned operating subsidiary, Comprehensive Behavioral Care, Inc.SM (1)(CBC) and subsidiary corporations.

Primarily through CBC, we provide managed care services in the behavioral health and psychiatric fields, which is our only operating segment. We
coordinate and manage the delivery of a continuum of psychiatric and substance abuse services to:



| |  |  | Commercial members
| | - |  | ------------------



| |  |  | Medicare members
| | - |  | ----------------



| |  |  | Medicaid members
| | - |  | ----------------



| |  |  | Childrens Health Insurance Program (CHIP) members
| | - |  | --------------------------------------------------

on behalf of:



| |  |  | employers
| | - |  | ---------



| |  |  | health plans
| | - |  | ------------



| |  |  | government organizations
| | - |  | ------------------------



| |  |  | third-party claims administrators
| | - |  | ---------------------------------



| |  |  | commercial purchasers
| | - |  | ---------------------



| |  |  | other group purchasers of behavioral healthcare services
| | - |  | --------------------------------------------------------

Our customer base includes both private and governmental entities. We provide services primarily by a contracted network of providers that includes:



| |  |  | psychiatrists
| | - |  | -------------



| |  |  | psychologists
| | - |  | -------------



| |  |  | therapists
| | - |  | ----------



| |  |  | other licensed healthcare professionals
| | - |  | ---------------------------------------



| |  |  | psychiatric hospitals
| | - |  | ---------------------



| |  |  | general medical facilities with psychiatric beds
| | - |  | ------------------------------------------------



| |  |  | residential treatment centers
| | - |  | -----------------------------



| |  |  | other treatment facilities
| | - |  | --------------------------



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|(1) | Comprehensive Behavioral Care, Inc. is a registered service mark of the Company.
|--- | --------------------------------------------------------------------------------



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##### Table of Contents

The services provided through our provider network include outpatient programs (such as counseling or
therapy), intermediate care programs (such as intensive outpatient programs and partial hospitalization services), and inpatient and crises intervention services. We do not directly provide treatment or own any provider of treatment services.

We typically enter into contracts with our clients on an annual basis to provide managed behavioral healthcare and substance abuse
services to our clients members. Our arrangements with our clients fall into two broad categories: capitation arrangements, where our clients pay us a fixed fee per member, and fee-for-service and administrative service arrangements where we
may manage behavioral healthcare programs or perform various managed care services. Under capitation arrangements, the number of covered members reported by our clients determines the amount of premiums we receive, which is independent of the cost
of services rendered to members. The amount of premiums we receive for each member is fixed at the beginning of the contract term. These premiums may be subsequently adjusted, up or down, generally at the commencement of each renewal period.

The following table sets forth our operating revenue and covered lives, segregated by category, for the seven months ended
December 31, 2006 and 2005 and for the fiscal years ended May 31, 2006, 2005, and 2004:



|                      |  |                                 |           |   |                           |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|--------------------- |  | ------------------------------- | --------- | - | ------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | ---- | ---------- | - |  | - | ---------- | -
|                      |  | Seven Months Ended December
31, |           |   | Fiscal Year Ended May 31, |  
|                      |  | 2006                            |           |   | 2005                      |   |            | 2006 |  |   | 2005       |   |  | 2004 |           
|Capitated revenue     |  | $                               | 9,829,000 |   |                           | $ | 14,618,000 |      |  | $ | 23,044,000 |   |  | $    | 22,062,000 |   |  | $ | 23,580,000 |  
|% of total revenues   |  |                                 | 95.3      | % |                           |   | 95.7       | %    |  |   | 96.2       | % |  |      | 90.2       | % |  |   | 85.5       | %
|Member lives          |  |                                 | 664,000   |   |                           |   | 693,000    |      |  |   | 654,000    |   |  |      | 681,000    |   |  |   | 700,000    |  
|                      |  |                                 |           |   |                          
|Non-capitated revenue |  | $                               | 486,000   |   |                           | $ | 649,000    |      |  | $ | 912,000    |   |  | $    | 2,411,000  |   |  | $ | 4,003,000  |  
|% of total revenues   |  |                                 | 4.7       | % |                           |   | 4.3        | %    |  |   | 3.8        | % |  |      | 9.8        | % |  |   | 14.5       | %
|Member lives          |  |                                 | 99,000    |   |                           |   | 154,000    |      |  |   | 86,000     |   |  |      | 245,000    |   |  |   | 370,000    |  

Over the last several years we have experienced a trend with our clients to contract for services
more on a capitated basis than on a non-capitated basis. In addition, several of our large clients have determined to establish their own behavioral health units.

Our largest expense is the cost of behavioral health services that we provide, which is based primarily on our arrangements with healthcare providers. Since we are subject to increases in healthcare operating expenses
based on an increase in the number and frequency of our members seeking behavioral care services, our profitability depends on our ability to predict and effectively manage healthcare operating expenses in relation to the fixed premiums we receive
under capitation arrangements. Providing services on a capitation basis exposes us to the risk that our contracts may ultimately be unprofitable if we are unable to anticipate or control healthcare costs. Estimation of healthcare operating expense
is our most significant critical accounting estimate. See Managements Discussion and Analysis of Financial Condition and Results of Operations  Critical Accounting Estimates.

We manage programs through which services are provided to recipients in fifteen states. Our programs and services include:



| |  |  | fully integrated capitated behavioral healthcare services
| | - |  | ---------------------------------------------------------



| |  |  | case management/utilization review services
| | - |  | -------------------------------------------



| |  |  | administrative services management
| | - |  | ----------------------------------



| |  |  | provider sponsored health plan development
| | - |  | ------------------------------------------



| |  |  | preferred provider network development
| | - |  | --------------------------------------



| |  |  | management and physician advisor reviews
| | - |  | ----------------------------------------



| |  |  | overall care management services
| | - |  | --------------------------------



| |  |  | Employee Assistance Programs (EAPs)
| | - |  | -------------------------------------

We also provide prior and concurrent authorization for physician-prescribed psychotropic medications for a Medicaid health maintenance organization (HMO) in Michigan. Members are generally directed to us
by their employer, health plan, or physician and receive an initial authorization for an assessment. Based upon the initial assessment, a treatment plan is established for the member.



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Our objective is to provide easily accessible, high quality behavioral healthcare services and products
and to manage costs through measures such as the monitoring of hospital inpatient admissions and the review of authorizations for various types of outpatient therapy. Our goal is to combine access to quality behavioral healthcare services with
effective management controls in order to ensure the most cost-effective use of healthcare resources.

RECENT DEVELOPMENTS

On December 8, 2006, we entered into a contract with a health plan to provide behavioral healthcare services to approximately 250,000
Medicaid recipients in Indiana. The contract started on January 1, 2007, and is estimated to generate approximately $14 to $15 million in annual revenues, or approximately 41% of our anticipated annual revenues of between $35 and $36 million.

On January 12, 2007, Hythiam, Inc., a healthcare services management company
focusing on solutions for those suffering from alcoholism and other substance dependencies, gained a majority controlling interest in us by purchasing the membership interests of Woodcliff Healthcare Investment Partners, LLC, (Woodcliff)
now a wholly owned subsidiary of Hythiam. Since February 2006, we have had a marketing agreement with Hythiam under which we have the right to offer its PROMETA® treatment programs as
part of a disease management offering to our customers and other mutually agreed parties on an exclusive basis.

Hythiam owns 1,739,130
shares of our common stock and 14,400 shares of our Series A Convertible Preferred Stock. The Preferred Stock is convertible into 4,235,328 shares of our common stock. Assuming conversion, Hythiam has the ability to control 5,974,458 shares or
50.05% of our common stock based on shares outstanding at August 6, 2007. Hythiam has dividend and liquidation preferences, anti-dilution protection, and the right to appoint a majority of our board of directors. In addition, we are required to
obtain Hythiams consent for a sale or merger involving a material portion of our assets or business, and prior to entering into any single or series of related transactions exceeding $500,000 or incurring any debt in excess of $200,000. After
Hythiam acquired Woodcliff, our board appointed three new directors proposed by Hythiam, and three of our existing board members resigned.

On January 18, 2007, we entered into an Agreement and Plan of Merger (the Merger Agreement) with Hythiam, as amended on January 26, 2007, whereby we would merge with a newly formed, wholly-owned subsidiary of Hythiam,
with CompCare surviving the merger as a wholly-owned subsidiary of Hythiam. Our board of directors approved the merger subject to approval by a majority interest of our stockholders. To complete the merger, Hythiam would acquire our remaining
outstanding shares in exchange for Hythiam common stock. Two stockholder class action lawsuits were filed January 23, 2007 and February 1, 2007, respectively, seeking to enjoin the proposed merger. See Part I, Item 3 Legal
Proceedings for a discussion of these lawsuits.

On May 21, 2007, our Board of Directors approved a change in our fiscal year
end from May 31 to December 31, effective December 31, 2006, to align our fiscal year end with that of Hythiam to obtain reporting efficiencies and cost reductions. In addition, a calendar year end will coincide with that of a new
client that is estimated to provide approximately 41% of our annual revenues during the 2007 calendar year. The seven months ended December 31, 2006 is our transition period and our new fiscal year began January 1, 2007 and will end
December 31, 2007.

On May 25, 2007, we mutually agreed to terminate the Merger Agreement, releasing all parties from any and all
liabilities and further obligations arising under the agreement. For the foreseeable future we will continue as a majority-owned, controlled subsidiary of Hythiam, which has publicly indicated that it has determined that it can effectuate
substantially all of the benefits of its relationship with us under the current operational structure.

On July 19, 2007, we received
from an existing client in Texas a notice of termination, which, if we are not successful in reinstating or obtaining an extension, will result in termination of our contract effective November 30, 2007. This client accounted for 14.5%, or $1.5
million, of our revenues for the seven months ended December 31, 2006 and has been a customer since 1998.

On August 1, 2007, we
began providing behavioral healthcare services to approximately 23,000 Medicare members from an existing client in Pennsylvania. Such services are estimated to generate between $4.5 and $5.0 million in annual revenues.



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SOURCES OF REVENUE

We provide managed behavioral healthcare and substance abuse services to recipients, primarily through subcontracts with HMOs who have historically carved
out these functions to managed behavioral healthcare organizations like us. We generally receive a negotiated amount on a per member per month or capitated basis in exchange for providing these services. We then contract directly with behavioral
healthcare providers who receive a pre-determined, fee-for-service rate or case rate. Our behavioral healthcare providers include:



| |  |  | psychiatrists
| | - |  | -------------



| |  |  | psychologists
| | - |  | -------------



| |  |  | therapists
| | - |  | ----------



| |  |  | other licensed healthcare professionals
| | - |  | ---------------------------------------



| |  |  | hospitals
| | - |  | ---------

As of December 31,
2006, we had approximately 7,000 behavioral healthcare practitioners in our network who are primarily located in the seven states in which we have principal contracts:



| |  |  | Indiana
| | - |  | -------



| |  |  | Florida
| | - |  | -------



| |  |  | Michigan
| | - |  | --------



| |  |  | Texas
| | - |  | -----



| |  |  | Pennsylvania
| | - |  | ------------



| |  |  | Maryland
| | - |  | --------



| |  |  | California
| | - |  | ----------

Under such full-risk
capitation arrangements, profit is a function of utilization and the amount of claims payments made to our network providers. We perform periodic reviews of our current client contracts to determine profitability. In the event a contract is not
profitable, we may seek to revise the terms of the contract or to terminate the agreement in accordance with the specific contract terms.

For the seven months ended December 31, 2006, we provided services under capitated arrangements for commercial, Medicare, Medicaid, and CHIP patients in Texas; commercial, Medicaid, and Medicare patients in Florida; commercial patients
in Georgia, Alabama, and Indiana; Medicare patients in the District of Columbia, Maryland, Connecticut and Pennsylvania; and Medicaid patients in California and Michigan. Our Medicare, Medicaid and CHIP contracts are subject to agreements with our
HMO clients whose contracts with the various governmental agencies may be subject to renegotiation at the election of the specific agency.

For the seven months ended December 31, 2006 and December 31, 2005, a significant portion of our operating revenue was concentrated in contracts with six and seven health plans, respectively, to provide behavioral healthcare
services under commercial, Medicare, Medicaid, and CHIP plans. These combined contracts represented approximately 81.5% and 82.6% of our operating revenue for the seven months ended December 31, 2006 and December 31, 2005, respectively.
For the fiscal years ended May 31, 2006 and 2005, eight contracts represented approximately 87.0% and 78.3% of our operating revenues, respectively. The terms of each contract are generally for one-year periods and are automatically renewable
for additional one-year periods unless terminated by either party. The loss of one or more of these clients, without replacement by new business, would negatively affect our financial condition.

GROWTH STRATEGY

Our objective
is to expand our presence in both existing and new managed behavioral healthcare markets by enhancing our product offerings and identifying new business development partners. We have expanded our disease management approach to include behavioral
health pharmacy management, integration of behavioral health with medical care that targets primary care physician support, substance abuse disease management with cutting edge medical technology, and other chronic disease coordination programs.

We will continue to provide our core product, carve-out behavioral healthcare management to health plans, government entities, employers
and other entities. In addition, the Medicare market is growing rapidly with new Medicare Advantage Plans being approved by the Centers for Medicare and Medicaid Services (CMS). Persons over the age of 65 and younger persons who are deemed disabled
are eligible to receive Medicare benefits. The



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shifting demographics of the U.S. population signal increasing Medicare enrollment as the baby boom generation ages. Mental health disorders have been
diagnosed in 6% of elderly enrollees and 37% of disabled enrollees. For those enrollees who are disabled and also eligible for Medicaid, 59% have a mental health disability. Mental health expertise is critical to successful management of these
populations.

We have developed product, marketing and distribution relationships
with external companies to maximize our offerings. We have entered into relationships with Health Alliance Network, Inc. for commercial and Medicare sales, Comprehensive Neuroscience, Inc. for pharmacy data analytics and Hythiam to provide the
Prometa® Treatment Program for our Substance Abuse product offering. We will continue to seek and explore relationships with partners that offer strategic synergies.

PROVIDER NETWORK

Our managed
behavioral healthcare services are provided by contracted providers, including behavioral healthcare professionals and facilities. Our behavioral healthcare professionals include a variety of specialized behavioral healthcare personnel, such as:



| |  |  | psychiatrists
| | - |  | -------------



| |  |  | psychologists
| | - |  | -------------



| |  |  | therapists
| | - |  | ----------



| |  |  | licensed clinical social workers
| | - |  | --------------------------------



| |  |  | substance abuse counselors
| | - |  | --------------------------



| |  |  | other licensed healthcare professionals
| | - |  | ---------------------------------------

Our facilities include:



| |  |  | psychiatric hospitals
| | - |  | ---------------------



| |  |  | general medical facilities with psychiatric beds
| | - |  | ------------------------------------------------



| |  |  | residential treatment facilities
| | - |  | --------------------------------



| |  |  | other treatment facilities
| | - |  | --------------------------

Outpatient providers include both individual practitioners as well as individuals who are members of group practices or other licensed centers or programs. Outpatient providers typically execute contracts with the company under which they
are generally paid on a fee-for-service basis.

Our provider network also includes contractual arrangements with intensive outpatient
facilities, partial hospitalization facilities, community health centers and other community-based facilities. Our contracts with facilities are on a per diem or fee-for-service basis and, in some cases, on a case rate basis, whereby a
fixed amount is paid, irrespective of the amount of services provided.

COMPETITION

The behavioral healthcare industry is very competitive and provides products and services that are price sensitive. We believe that there are
approximately 150 managed behavioral healthcare organizations (MBHOs) providing services for an estimated 227 million covered lives in the United States. Competitors include both freestanding MBHOs as well as HMOs with internal
behavioral health units or subsidiaries. Many of these competitors have revenues, financial resources, and membership substantially larger than ours. The extent of competition results in significant pricing pressures which limits our revenue growth.
Accordingly, we expect our future growth to come mainly from additional contracts.

SEASONALITY OF BUSINESS

Historically, we have experienced increased member utilization during the months of March, April and May, and consistently low utilization
by members during the months of June, July, and August. Such variations in member utilization impact our costs of care during these months, generally having a positive impact on our gross margins and operating profits during the June through August
period and a negative impact on our gross margins and operating profits during the months of March through May. During the period September 2006 through December 2006, we experienced higher than expected member utilization costs as compared to the
similar period of the previous year. We have attempted to address the high utilization costs incurred through rate increases with certain of our clients. We may continue to experience increased utilization costs in subsequent periods.



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GOVERNMENT REGULATION

We are subject to extensive and evolving state and federal regulations relating to the nations mental health system as well as changes in Medicaid
and Medicare reimbursement that could have an effect on our profitability. These regulations range from licensure and compliance with regulations related to insurance companies and other risk-assuming entities, to licensure and compliance with
regulations related to healthcare providers. These laws and regulations may vary considerably among states. As a result, we may be subject to the specific regulatory approach adopted by each state for regulation of managed care companies and for
providers of behavioral healthcare treatment services. We hold licenses or certificates to perform utilization review and third party administrator (TPA) services in certain states. Certain of the services provided by our managed
behavioral healthcare subsidiaries may be subject to such licensing requirements in other states. There can be no assurance that additional utilization review or TPA licenses will not be required or, if required, that we will qualify to obtain such
licenses. In many states, entities that assume risk under contract with licensed insurance companies or health plans that retain ultimate financial responsibility have not been considered by state regulators to be conducting an insurance or HMO
business. As a result, we have not sought licensure as either an insurer or HMO in certain states. If the regulatory positions of these states were to change, our business could be materially affected until such time as we meet the regulatory
requirements. We cannot quantify the potential effects of additional regulation of the managed care industry, but such costs will have an adverse effect on future operations to the extent that they are not able to be recouped in future managed care
contracts.

As of December 31, 2006, we managed approximately 545,000 lives in connection with behavioral and substance abuse services
covered through Medicare, Medicaid and CHIP programs in Texas, Medicare and Medicaid in Florida, Medicaid in California and Michigan, and Medicare in Maryland and Pennsylvania. On January 1, 2007 we began serving approximately 250,000 Medicaid
recipients in the state of Indiana. Any changes in Medicare, Medicaid or CHIP funding would ultimately affect our reimbursement and overall profitability.

We are subject to the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA). One of the purposes of HIPAA is to improve the efficiency and effectiveness of the healthcare
system through standardization of the electronic data interchange of certain administrative and financial transactions and, also, to protect the security and privacy of protected health information. Entities subject to HIPAA include some healthcare
providers and all healthcare plans.

ACCREDITATION

To develop standards that effectively evaluate the structure and function of medical and quality management systems in managed care organizations, the National Committee on Quality Assurance (NCQA) has
developed an extensive review and development process in conjunction with the managed care industry, healthcare purchasers, state regulators, and consumers. The Standards for Accreditation of MBHOs used by NCQA reviewers to evaluate an MBHO address
the following areas: quality improvement; utilization management; credentialing; members rights and responsibilities; and preventative care. These standards validate that an MBHO is founded on principles of quality and is continuously
improving the clinical care and services it provides. NCQA utilizes Health Plan Employer Data and Information Set (HEDIS), which is a core set of performance measurements developed to respond to complex but clearly defined employer needs
as standards for patient care and customer satisfaction. In May 2005 we were awarded Full Accreditation extending to July 22, 2008. Full Accreditation is granted for a period of three years to those plans that have, according to the NCQA,
excellent programs for continuous quality improvement and that meet NCQAs rigorous standards.

We believe our NCQA accreditation is
beneficial to our clients and their members we serve. Additionally, NCQA accreditation is required by several of our client contracts and is frequently an important consideration to our prospective clients.



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MANAGEMENT INFORMATION SYSTEMS

All of our health plan information technology and systems operate on a single platform. This approach avoids the costs associated with maintaining
multiple systems and improves productivity. The open architecture of the systems gives us the ability to transfer data from other systems thereby facilitating the integration of new health plan business. We use our information system for claims
processing, utilization management, reporting, cost trending, planning, and analysis. The system also supports member and provider service functions, including:



| |  |  | enrollment
| | - |  | ----------



| |  |  | member eligibility verification
| | - |  | -------------------------------



| |  |  | provider rosters
| | - |  | ----------------



| |  |  | claims status inquiries
| | - |  | -----------------------



| |  |  | referrals and authorizations
| | - |  | ----------------------------

We
have decided to implement significant enhancements to our existing healthcare information system with recently made available technology from our current vendor to best meet our future information system needs and comply with all
HIPAA requirements. These enhancements include advanced software to facilitate patient case management and provide our healthcare providers with self-serve capabilities through the Internet. We expect all parties involved to
benefit from the efficiencies of our improved information systems.

MARKETING AND SALES

Our Marketing and Sales efforts are led by the Chief Development Officer under the direction of the Chief Executive Officer. In addition, we utilize
Health Alliance Network for consultation and direct sales to commercial and Medicare prospective clients. We have further expanded our sales capacity through a contract with Hythiam, which funds two additional sales positions dedicated to Substance
Abuse Disease Management utilizing the PROMETA Treatment Program. We also recently entered into a sales referral and cooperative marketing relationship with Adaptis, Inc., a company that offers integrated business process solutions for health
payers. We will continue to dedicate our resources to expand sales staff and marketing efforts.

Sales strategy focuses on matching our
solutions to the needs identified by our potential clients. Sales are highly technical and complex, involving many stakeholders within an organization. The sales cycle is typically 12-18 months. Sales leads may be generated by our Business
Development staff, our operations staff, consultants, cold calls, prior business relationships or from recommendations by existing clients. We attend trade shows within geographic areas in which we conduct business and reach out to contacts known to
us, our consultants and our investors. Proposals in response to Requests for Proposals from prospective commercial and public sector clients are prepared by our sales staff and presented by our Chief Development Officer. In addition, we maintain
permanent marketing outreach through our website, www.compcare.com.

ADMINISTRATION AND EMPLOYEES

Our executive and administrative offices are located in Tampa, Florida, where we maintain operations, business development, accounting, reporting and
information systems, and provider and member service functions. Provider management, account management, and certain clinical and utilization management functions are also performed in our Texas and Indiana offices. At December 31, 2006 we employed
77 full-time and 9 part-time employees.

AVAILABLE INFORMATION

Our stockholder website is www.compcare-shareholders.com. We make available free of charge, through a link to the SEC Internet site, our annual,
quarterly, and current reports, and any amendments to these reports, as well as any beneficial ownership reports of officers and directors filed electronically on Forms 3, 4, and 5. Information contained on our website or linked through our website
is not part of this report on Form 10-K.

CODE OF ETHICS

We have adopted a code of ethics applicable to all of our employees, including our principal executive officer, principal financial officer, principal
accounting officer and persons performing similar functions. The text of this code of ethics can be found on our website at www.compcare-shareholders.com. We intend to post notice of any waiver from, or amendment to, any provision of our code of
ethics on our website.



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##### Table of Contents

ITEM1A. RISK FACTORS

Important Factors Related to Forward-Looking Statements and Associated
Risks

This Transition Report on Form 10-K contains certain forward-looking statements that are based on our current expectations and plans.
Although we believe our expectations and plans are reasonable and made in good faith, we can provide no assurance that they will be achieved. Our forward-looking statements are not guarantees of future performance and would be significantly affected
by the material risk factors set forth below and other risks described in our public filings with the SEC.

Risks related to our business

We may not be able to accurately predict utilization of our full-risk contracts, which could result in contracts priced at levels insufficient to
ensure profitability.

Managed care operations are at risk for costs incurred to provide agreed upon levels of service. Failure to anticipate or control
costs could have material, adverse effects on our business. Providing services on a full-risk capitation basis exposes us to the additional risk that contracts negotiated and entered into may ultimately be unprofitable if utilization levels require
us to provide services at capitation rates which do not account for or factor in such utilization levels.

Because providers are responsible for claims
submission, the timing of which is uncertain, we must estimate the amount of claims incurred but not reported.

Our costs of care include estimated
amounts for claims incurred but not reported (IBNR). The IBNR is estimated using an actuarial paid completion factor methodology and other statistical analyses that we continually review and adjust, if necessary, to reflect any change in
the estimated liability. These estimates are subject to the effects of trends in utilization and other factors. Our estimates of IBNR may be inadequate in the future, which would negatively affect results of operations. Although considerable
variability is inherent in such estimates, we believe that our unpaid claims liability is adequate. However, actual results may differ materially from the estimated amounts reported.

We are subject to fines and penalties being assessed to us by our clients.

Many of our contracts contain provisions
stating that if our clients are assessed penalties or fines by a regulatory agency due to our noncompliance with a contractual requirement, we will be responsible for paying the assessed fine or penalty.

Failure to maintain effective internal controls over financial reporting could have a material adverse effect on our operating results.

The Sarbanes-Oxley Act of 2002 requires that we maintain effective internal control over financial reporting. As a result of the change in our fiscal year, we will be
required to comply with its requirements for our annual report for the year ended December 31, 2007, which will be a significant and unanticipated expense. Our future testing or the subsequent testing by our independent registered public
accounting firm may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, which would require additional financial and management resources.

A failure of our information systems would significantly impair our ability to serve our customers and manage our business.

An effective and secure information system, available at all times, is vital to our health plans and their members. We depend on our computer systems for significant
service and management functions, such as providing membership verification, monitoring utilization, processing provider claims, and providing regulatory data and other client and managerial reports. Any loss of availability of our current
information system would cause a disruption in operations and impact our performance.



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We are subject to intense competition that may prevent us from gaining new customers or pricing our contracts at
levels to achieve sufficient gross margins to ensure profitability.

We are continually pursuing new business. However, the smaller size and financial
condition of our company has proved a deterrent to some prospective customers. Additionally, we will likely have difficulty in matching the financial resources expended on marketing characteristic of our competitors. As a result, we may not be able
to realize our forecasted short and long-term growth plans.

As a result of our dependence on a limited number of customers, the loss of any one of
these customers, or a reduction in business from any one of them, could have a material adverse effect on our working capital and future results of operations.

At December 31, 2006, we provided behavioral healthcare services to the members of six health plans under contracts that on a combined basis represented approximately 81.5% of our operating revenue for the seven months ended
December 31, 2006. For the seven months ended December 31, 2005, seven contracts accounted for 82.6 % of our operating revenue. The terms of each contract are generally for one-year periods and are automatically renewable for
additional one-year periods unless terminated by either party. The contracts may be terminated immediately with cause and in most cases, in 60 to 120 days without cause. The loss of one or more of these clients, without replacement by new business,
would negatively affect our financial condition.

We have noted an annual seasonality in the usage of our provider network. Our financial results may
suffer to the extent we cannot adequately manage periods of increased utilization.

Historically we have generally experienced increased utilization
during the months of March, April and May. Such a variation in utilization impacts our costs of care during these months, generally having a negative impact on our gross margins and operating profits.

We are dependent on our executive officers and other key employees.

Our operations are highly dependent on the efforts of our senior executive officers. The loss of their leadership, knowledge and experience could negatively impact our operations.

We may be unsuccessful in managing our new Indiana Medicaid contract, or the contract may be significantly more costly than anticipated.

We may be unsuccessful in managing our new Indiana Medicaid contract that started January 1, 2007. We expect this contract to provide approximately 41% of our
revenue in 2007. Providing services under a new contract for populations at risk that have not been managed before exposes us to the risk it may be unprofitable. There is a limited historical basis for the actuarial assumptions about the utilization
of benefits by members covered under this new managed care behavioral program, and premiums based on these assumptions may be insufficient to cover the benefits provided and we may be unable to obtain offsetting rate increases. Contract premiums
have been set based on anticipated significant savings and on types of utilization management that may not be possible, which may cause disagreements with providers, diverting management resources and having an adverse impact on our financial
results.

We are dependent on our provider network to provide services to our members.

We contract with providers as a means to assure access to behavioral health services for our members. Some providers could refuse to contract with us, demand higher payments, or take other actions which could result
in higher healthcare operating expenses. In addition, certain providers may have significant market position, which could cause disruption to provider access in a particular geographic area for our members and affect our contractual requirements
with our customers of maintaining an adequate network.

Risks related to our industry

Our existing and potential managed care clients operate in a highly competitive environment and may be subject to a higher rate of merger, acquisition and regulation
than in other industries.

We typically contract with small to medium sized HMOs which may be adversely affected by the continuing efforts of
governmental and third party payers to contain or reduce the costs of healthcare through various means. Our clients may also determine to manage the behavioral healthcare benefits in house and, as a result, discontinue contracting with
us. Additionally, our clients may be acquired by larger HMOs, in which case there can be no assurance that the acquiring company would renew our contract.



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##### Table of Contents

Many managed care companies, including nine of our existing clients, provide services to groups covered by Medicare,
Medicaid and/or CHIP programs. Such federal and state controlled programs are susceptible to annual changes in reimbursement rates and eligibility requirements that could ultimately affect companies such as CompCare.

As of December 31, 2006, we managed approximately 545,000 lives in connection with behavioral and substance abuse services covered through Medicare, Medicaid and
CHIP programs in Texas, Medicare and Medicaid in Florida, Medicaid in California and Michigan, and Medicare in Maryland and Pennsylvania. In addition, on January 1, 2007 we began serving approximately 250,000 Medicaid recipients in Indiana. Any
changes in Medicare, Medicaid and/or CHIP reimbursement could ultimately affect us through contract bidding and cost structures with the health plans first impacted by such changes. Benefits available to Texas CHIP recipients were significantly
reduced for the five-month period from September 1, 2003 to January 31, 2004 as a result of legislative bills passed by the Texas State legislature. Although subsequent legislation restored the majority of benefits available to CHIP
recipients effective February 1, 2004, the temporary reduction in revenues had a negative impact on our results of operations for the twelve months ended May 31, 2004. Such changes, if implemented in the future, could have a material,
adverse impact on our operations. Additionally, we cannot predict which states in which we operate may pass legislation that would reduce our revenue through changes in the reimbursement rates or in the number of eligible participants. In either
case, we may be unable to reduce our costs to a level that would allow us to maintain current gross margins specific to our Medicare, Medicaid and CHIP programs.

The industry is subject to extensive state and federal regulations, as well as diverse licensure requirements varying by state. Changes in regulations could affect the profitability of our contracts or our ability to retain clients or to
gain new customers.

We hold licenses or certificates to perform utilization review and TPA services in certain states. There can be no assurance that
additional utilization review or TPA licenses will not be required or, if required, that we will qualify to obtain such licenses. In many states, entities that assume risk under contract with licensed insurance companies or health plans have not
been considered by state regulators to be conducting an insurance or HMO business. As a result, we have not sought licensure as either an insurer or HMO in any state. If the regulatory positions of these states were to change, our business could be
materially affected until such time as we are able to meet the regulatory requirements, if at all. Additionally, some states may determine to contract directly with companies such as ours for managed behavioral healthcare services in which case they
may also require us to maintain financial reserves or net worth requirements that we may not be able to meet. Currently, we cannot quantify the potential effects of additional regulation of the managed care industry, but such costs will have an
adverse effect on future operations to the extent that they are not able to be recouped in future managed care contracts.

We are subject to the
requirements of HIPAA. The purpose of the HIPAA is to improve the efficiency and effectiveness of the healthcare system through standardization of the electronic data interchange of certain administrative and financial transactions and to protect
the security and privacy of protected health information. We have implemented policies and practices to achieve compliance with HIPAA, and believe we are fully compliant with all HIPAA regulations. However, any lack of compliance with HIPAA
regulations may result in penalties and have a material adverse effect on our ability to retain our customers or to gain new business.

Risks related to our common and preferred stock

Currently, our Series A Preferred Shareholder is able to exercise decisive influence
over our major corporate decisions.

In June 2005, Woodcliff purchased 14,400 shares of our Series A Convertible Preferred Shares. Such shares are
convertible into 4,235,328 common shares, which when combined on an as-converted basis with 1,739,130 common shares purchased by Woodcliff in October 2006, resulted in beneficial ownership of capital stock representing approximately
50.2% of the Companys voting power as of December 31, 2006. Hythiam acquired Woodcliffs interest in January 2007 and has the right to designate a majority of the members of our Board of Directors. As a result, holders of our common
stock are subject to the following risks, among others:



| |  |  | Hythiam can exercise decisive influence over the election of directors;
| | - |  | -----------------------------------------------------------------------



| |  |  | Hythiam can exercise decisive influence over major decisions involving the Company and its assets; and
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | Hythiam may have interests that differ from those of our other stockholders.
| | - |  | ----------------------------------------------------------------------------



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Our Series A Preferred Shareholder has significant rights and preferences over the holders of our common stock.

The holder of our Series A Preferred Shares is entitled to receive dividends when declared by our Board of Directors. The payment of these dividends will
take priority over any payment of dividends on our common stock. The holder of our Series A Shares will have a claim against our assets senior to the claim of the holders of our common stock in the event of our liquidation, dissolution or
winding-up. The aggregate amount of that senior claim is approximately $3.6 million, which represents the Series A Preferred shareholder investment in our Company as of December 31, 2006 and will increase thereafter if such preferred stock
accrues dividends and if we issue additional shares of such preferred stock to Hythiam pursuant to the terms of the Securities Purchase Agreement for the Series A Preferred Shares. There have been no dividends declared or paid by us to our Series A
Preferred shareholder.

The holder of our Series A Preferred Shares has other rights and preferences, including the following:



| |  |  | to convert its preferred stock into an increased number of shares of common stock as a result of antidilution adjustments;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | to vote together with the holders of our common stock on an as-converted basis on all matters;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | to designate representatives to be appointed to our board of directors and, voting together as a single class, to elect up to five directors; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | to prevent the creation and issuance of capital stock with rights equal to or superior to those of the Series A Shares.
| | - |  | -----------------------------------------------------------------------------------------------------------------------

The price of our common stock may be adversely affected by our small public capitalization.

The size of our public market capitalization is relatively small, and the volume of our shares that are traded is low. These factors could cause significant fluctuation in the trading of our stock, which may adversely
affect the price of our common stock.

Our stock is a penny stock which makes it more difficult for us to raise needed funds, and for our
stockholders to sell their shares.

The SEC has adopted regulations which generally define penny stock to be an equity security that has a
market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is currently approximately $1.00 per share, which is substantially less than the $5.00
per share threshold. This designation requires any broker or dealer selling these securities to disclose specified information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably
suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our common stock and may affect the ability of stockholders to sell their shares. In addition, since our common stock is currently not traded on
any stock exchange, but instead is only quoted on the Over-The-Counter Bulletin Board, stockholders may find it difficult to obtain accurate quotations for our common stock and may experience a lack of buyers to purchase our shares or a lack of
market makers to support the stock price.

There may be ongoing legal challenges to our relationship with Hythiam, which could adversely affect our
results of operations.

On May 25, 2007, we entered into a Termination Agreement with Hythiam terminating the proposed merger with Hythiam. There
are potential legal and economic risks associated with terminating the merger agreement and continuing with our ongoing relationship with Hythiam, including challenges from public minority shareholders concerning the procedural and financial
fairness of our existing agreements, and any future agreements or arrangement between us. Current or future litigation may be expensive and time consuming, and may impede or restrict our ability to operate effectively, which could negatively impact
our results of operations.

Errors in estimates may have a significant negative impact on our financial condition and results of operations.

Assumptions relating to the foregoing involve judgments that are difficult to predict accurately and are subject to many factors that can materially
affect results. Budgeting and other management decisions are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause us to alter
our budgets which may in turn affect our results. In light of the factors that can materially affect the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other
person that our objectives or plans will be achieved.



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##### Table of Contents

ITEM1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM2. PROPERTIES

We do not own any real property. We lease our corporate office and
regional offices. The following table sets forth certain information regarding our leased properties as of December 31, 2006. The Texas lease is a full service lease under which we bear only those costs of operations and property taxes
exceeding the base-year expenses. The Florida lease is a sublease for which the monthly base rent covers all services and property taxes. We believe our current office space is suitable and adequate to meet our existing needs and that additional
facilities will be available for lease to meet our future needs.



|                                                                    |  |              |   |  |                               |       
|------------------------------------------------------------------- |  | ------------ | - |  | ----------------------------- | ------
|Name and Location                                                   |  | LeaseExpires |   |  | Monthly BaseRent (in Dollars)
|Corporate Headquarters, Regional, Administrative, and Other Offices |  |              |   |  |                               |       
|Tampa, Florida, Corporate Headquarters                              |  | 2008         |   |  | $                             | 20,421
|Grand Prairie, Texas                                                |  | 2008         |   |  |                               | 3,086 
|Indianapolis, Indiana                                               |  | (1           | ) |  |                               | 2,200 

---

|(1) | Beginning in November 2006, and in connection with a contract that started January 1, 2007 to service approximately 250,000 members of an Indiana health plan (see Recent
Developments), we have rented office space within the Indianapolis offices of the client at the rate of $2,200 per month. We expect to rent such space, which is not subject to a written lease agreement, for a time period at least equivalent to
the initial two-year term of the contract.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM3. LEGAL PROCEEDINGS

We and nine current and former board members were named as
defendants in two class action lawsuits filed by two shareholders on January 23, 2007 and February 1, 2007, respectively. In the similar complaints, filed in the Chancery Court of Delaware, the plaintiffs seek permanent injunctive and
other equitable relief to prevent Hythiam from acquiring 49.95% of our outstanding common shares that it does not currently own (either directly or through its wholly owned subsidiary, Woodcliff) from the remaining minority shareholders. The
plaintiffs allege that the consideration being proposed to the minority shareholders by Hythiam is inadequate, through coercive means, without fair process and through material misleading information.

On May 25, 2007, we mutually terminated the Agreement and Plan of Merger. The plaintiffs counsel has acknowledged that the lawsuits are now
moot and has agreed to dismiss them, but has not yet done so.

On June 15, 2007, a complaint was filed against us by two stockholders
in the Delaware Court of Chancery. The complaint seeks an order compelling us to deliver copies of requested books and records pursuant to Section 220 of the Delaware General Corporation Law. In addition, the complaint seeks payment of
reasonable fees and expenses to the plaintiffs and such other further relief that the Court may deem just and proper. We filed an answer to the complaint on July 11, 2007, in which we contend that the demand made by the plaintiffs does not
comply with the form and manner of making a demand for inspection under Section 220, that the plaintiffs failed to set forth or establish a proper purpose for inspection, and that the documents the plaintiffs seek to inspect are overly broad.
We have offered to produce appropriate documents pursuant to a reasonable protective order, to which the plaintiffs have refused to agree.

ITEM4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On November 17, 2006, we
held our 2006 annual meeting of stockholders for the purpose of electing seven directors. Record holders as of the September 22, 2006 record date were entitled to notice of the annual meeting and to vote at such meeting. As of the record date,
there were 5,904,207 shares of common stock and 14,400 shares of Convertible Preferred Stock entitled to vote at the meeting. The 14,400 shares of Convertible Preferred Stock represented 4,235,328 common shares on an as converted basis. Stockholders
holding 4,995,079 shares of common stock and 14,400 shares of Convertible Preferred Stock, representing a majority of the common stock and preferred stock and a quorum (approximately 84.6% and 100%, respectively, of the total shares entitled to
vote), were represented at the meeting either in person or by proxy.



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##### Table of Contents

RESULTS OF ELECTION OF DIRECTORS

Common and preferred stockholders were asked to elect three directors to our Board of Directors. Set forth below are the names of the persons nominated for and elected as well as the results of the voting for the
nominees. The results include common shares and preferred shares on an as converted basis.



|                   |  |           |  |               
|------------------ |  | --------- |  | --------------
|Name               |  | Votes For |  | Votes Withheld
|Mary Jane Johnson  |  | 8,855,542 |  | 374,865       
|Robert J. Landis   |  | 8,822,578 |  | 407,829       
|Eugene L. Froelich |  | 9,097,325 |  | 133,082       

The preferred stockholder, Woodcliff, was asked to elect four directors to our Board of Directors.
Set forth below are the names of the persons nominated for and elected as well as the results of the voting for the nominees.



|                    |  |                     |  |                         
|------------------- |  | ------------------- |  | ------------------------
|Name                |  | Preferred Votes For |  | Preferred Votes Withheld
|Robert Parker       |  | 14,400              |  | 0                       
|David P. Schuster   |  | 14,400              |  | 0                       
|Barry A. Stein      |  | 14,400              |  | 0                       
|Peter Jesse Walcott |  | 14,400              |  | 0                       



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##### Table of Contents

PART II



|ITEM5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------ | ------------------------------------------------------------------------------------------------------------



| | (a) | Market Information - Our common stock is traded on the Over-The-Counter Bulletin Board under the symbol CHCR. The following table sets forth the range of high and low bid
quotations for the common stock, as reported by the OTCBB, for the fiscal quarters indicated. The market quotations reflect inter-dealer prices without retail mark-up, mark-down or commissions and may not represent actual transactions.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                               |  |                |  |       |      |     |     
|------------------------------ |  | -------------- |  | ----- | ---- | --- | ----
|                               |  |                |  | Price
|                               |  |                |  | HIGH  |      | LOW
|Transition Period              |  | FIRST QUARTER  |  | $     | 2.45 |     | 1.73
|(June 1, 2006 to               |  | SECOND QUARTER |  |       | 2.25 |     | 1.80
|December 31, 2006)             |  | DECEMBER       |  |       | 2.05 |     | 1.80
|                               |  |                | 
|Fiscal Year 2006               |  | FIRST QUARTER  |  | $     | 2.50 |     | 1.50
|(June 1, 2005 to May 31, 2006) |  | SECOND QUARTER |  |       | 2.10 |     | 1.25
|                               |  | THIRD QUARTER  |  |       | 1.65 |     | 1.10
|                               |  | FOURTH QUARTER |  |       | 2.55 |     | 1.40
|                               |  |                | 
|Fiscal Year 2005               |  | FIRST QUARTER  |  | $     | 1.60 |     | 1.20
|(June 1, 2004 to May 31, 2005) |  | SECOND QUARTER |  |       | 1.60 |     | 1.10
|                               |  | THIRD QUARTER  |  |       | 1.50 |     | 1.05
|                               |  | FOURTH QUARTER |  |       | 2.00 |     | 1.45



| | (b) | Holders - As of August 6, 2007, we had 1,207 holders of record of our common stock.
| | --- | -----------------------------------------------------------------------------------



| | (c) | Dividends - We did not pay any cash dividends on our common stock during the seven months ended December 31, 2006 and 2005 or during the 2006, 2005, or 2004 fiscal years
and do not contemplate the initiation of payment of any cash dividends in the foreseeable future. The holders of record of our Series A Shares are entitled to receive dividends in preference to the holders of our common stock and any of our
equity securities ranking junior to our Series A Shares, when and if declared by our Board. If declared, holders of our Series A Shares will receive dividends in an amount equal to the amount that would have been payable had the Series A Shares been
converted into shares of our common stock immediately prior to the declaration of such dividend. No dividends shall be authorized, declared, paid or set apart for payment on any class or series of the Companys stock ranking, as to dividends,
on a parity with or junior to the Series A Shares for any period unless full cumulative dividends have been, or contemporaneously are, authorized, declared, paid or set apart in trust for such payment on the Series A Shares. In addition, as
long as a majority of the 14,400 shares of our Series A Shares are outstanding, we cannot declare or pay any dividend or other distribution with respect to any equity securities without the affirmative vote of holders of at least 50% of the
outstanding shares of Series A Shares.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | The equity compensation plan information contained in Item 12 of Part III of this Transition Report is incorporated herein by reference.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------



| | (e) | Performance Graph - Not applicable. This transition report on Form 10-K does not precede or accompany a proxy or information statement relating to an annual meeting of
security holders at which directors are to be elected (or special meeting or written consents in lieu of such meeting).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.



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##### Table of Contents

ITEM6. SELECTED FINANCIAL DATA

Prior to fiscal 1993, we principally engaged in the
ownership, operation, and management of psychiatric and substance abuse programs in Company owned, leased, or unaffiliated hospitals. During fiscal 1999, we completed our plan to dispose of our hospital business segment. Fiscal 2004 results include
a $387,000 charge related to such discontinued operations (see Note 10  Discontinued Operations to the audited, consolidated financial statements).

Fiscal 2003 results include a $7.7 million, non-operating gain related to a settlement with the Internal Revenue Service (IRS). Additionally, fiscal 2003 results include a $470,000 gain included in discontinued
operations, related to the settlement of one matter, covering our fiscal years 1983 through 1986, involving Medi-Cal reimbursements paid to Brea Neuropsychiatric Hospital, a facility we owned until its disposal in fiscal year 1991.

The selected consolidated financial data that follows should be read in conjunction with the consolidated financial statements and accompanying notes
appearing elsewhere in this report.



|                                                                            |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|--------------------------------------------------------------------------- | --------------------------------------------- | --------------------------------- | ------ | - | ------------------------- | - | ------ | ---- |  | - | ------ | - |  | ---- | ------ | - |  | - | ------ | - |  | - | ------- | -
|CONSOLIDATED STATEMENTS OF
OPERATIONS DATA:                                 |                                               | SevenmonthsendedDecember 31, 2006 |        |   | Fiscal Year Ended May 31, |  
|                                                                            |                                               | 2006                              |        |   | 2005                      |   |        | 2004 |  |   | 2003   |   |  | 2002 |       
|                                                                            | (Amounts in thousands, except per share data) |                                  
|Operating revenues                                                          |                                               | $                                 | 10,315 |   |                           | $ | 23,956 |      |  | $ | 24,473 |   |  | $    | 27,583 |   |  | $ | 32,104 |   |  | $ | 27,625  |  
|Costs and expenses:                                                         |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|Healthcare operating expenses                                               |                                               |                                   | 9,713  |   |                           |   | 20,562 |      |  |   | 21,298 |   |  |      | 24,178 |   |  |   | 29,201 |   |  |   | 24,625  |  
|General and administrative expenses                                         |                                               |                                   | 1,767  |   |                           |   | 3,316  |      |  |   | 3,078  |   |  |      | 3,385  |   |  |   | 3,459  |   |  |   | 3,544   |  
|(Recovery of) provision for doubtful accounts                               |                                               |                                   | (136   | ) |                           |   | (88    | )    |  |   | (4     | ) |  |      | (7     | ) |  |   | 20     |   |  |   | (112    | )
|Depreciation and amortization                                               |                                               |                                   | 62     |   |                           |   | 87     |      |  |   | 96     |   |  |      | 107    |   |  |   | 195    |   |  |   | 342     |  
|                                                                            |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|                                                                            |                                               |                                   | 11,406 |   |                           |   | 23,877 |      |  |   | 24,468 |   |  |      | 27,663 |   |  |   | 32,875 |   |  |   | 28,399  |  
|                                                                            |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|Operating (loss) income from continuing operations before items shown below |                                               |                                   | (1,091 | ) |                           |   | 79     |      |  |   | 5      |   |  |      | (80    | ) |  |   | (771   | ) |  |   | (774    | )
|Other income (expenses):                                                    |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|Net gain on IRS settlement                                                  |                                               |                                   |       |   |                           |   |       |      |  |   |       |   |  |      |       |   |  |   | 7,717  |   |  |   |        |  
|Loss in connection with prepayment of note receivable                       |                                               |                                   |       |   |                           |   |       |      |  |   |       |   |  |      | (20    | ) |  |   |       |   |  |   |        |  
|Loss from software development                                              |                                               |                                   |       |   |                           |   | (123   | )    |  |   |       |   |  |      |       |   |  |   |       |   |  |   |        |  
|Loss on impairment of investment                                            |                                               |                                   |       |   |                           |   | (17    | )    |  |   | (118   | ) |  |      |       |   |  |   |       |   |  |   |        |  
|Gain from property insurance claim                                          |                                               |                                   | 17     |   |                           |   |       |      |  |   |       |   |  |      |       |   |  |   |       |   |  |   |        |  
|Gain on sale of assets                                                      |                                               |                                   | 2      |   |                           |   |       |      |  |   |       |   |  |      |       |   |  |   | 4      |   |  |   |        |  
|Loss on sale of assets                                                      |                                               |                                   |       |   |                           |   |       |      |  |   |       |   |  |      |       |   |  |   | (5     | ) |  |   |        |  
|Other non operating income, net                                             |                                               |                                   | 254    |   |                           |   | 66     |      |  |   | 88     |   |  |      | 1      |   |  |   | 34     |   |  |   | 40      |  
|Interest income                                                             |                                               |                                   | 58     |   |                           |   | 78     |      |  |   | 15     |   |  |      | 26     |   |  |   | 47     |   |  |   | 88      |  
|Interest expense                                                            |                                               |                                   | (113   | ) |                           |   | (186   | )    |  |   | (206   | ) |  |      | (215   | ) |  |   | (181   | ) |  |   | (178    | )
|                                                                            |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|(Loss) income from continuing operations before income taxes                |                                               |                                   | (873   | ) |                           |   | (103   | )    |  |   | (216   | ) |  |      | (288   | ) |  |   | 6,845  |   |  |   | (824    | )
|Income tax expense                                                          |                                               |                                   | 43     |   |                           |   | 78     |      |  |   | 52     |   |  |      | 102    |   |  |   | 20     |   |  |   | 1       |  
|                                                                            |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|(Loss) income from continuing operations                                    |                                               |                                   | (916   | ) |                           |   | (181   | )    |  |   | (268   | ) |  |      | (390   | ) |  |   | 6,825  |   |  |   | (825    | )
|(Loss) income from discontinued operations                                  |                                               |                                   | (20    | ) |                           |   |       |      |  |   |       |   |  |      | (387   | ) |  |   | 633    |   |  |   |        |  
|                                                                            |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|(Loss) income before cumulative effect of change in accounting principle    |                                               |                                   | (936   | ) |                           |   | (181   | )    |  |   | (268   | ) |  |      | (777   | ) |  |   | 7,458  |   |  |   | (825    | )
|Cumulative effect of change in accounting principle                         |                                               |                                   |       |   |                           |   |       |      |  |   |       |   |  |      |       |   |  |   |       |   |  |   | 55      |  
|                                                                            |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|Net (loss) income attributable to common stockholders                       |                                               | $                                 | (936   | ) |                           | $ | (181   | )    |  | $ | (268   | ) |  | $    | (777   | ) |  | $ | 7,458  |   |  | $ | (770    | )
|                                                                            |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|(Loss) income per common share - basic:                                     |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|(Loss) income from continuing operations                                    |                                               | $                                 | (0.14  | ) |                           | $ | (0.03  | )    |  | $ | (0.05  | ) |  | $    | (0.09  | ) |  | $ | 1.75   |   |  | $ | (0.21   | )
|(Loss) income from discontinued operations                                  |                                               |                                   | (0.01  | ) |                           |   |       |      |  |   |       |   |  |      | (0.09  | ) |  |   | 0.16   |   |  |   |        |  
|Cumulative effect of change in accounting principle                         |                                               |                                   |       |   |                           |   |       |      |  |   |       |   |  |      |       |   |  |   |       |   |  |   | 0.01    |  
|                                                                            |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|Net (loss) income                                                           |                                               | $                                 | (0.15  | ) |                           | $ | (0.03  | )    |  | $ | (0.05  | ) |  | $    | (0.18  | ) |  | $ | 1.91   |   |  | $ | (0.20   | )
|                                                                            |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|(Loss) income per common share - diluted:                                   |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|(Loss) income from continuing operations                                    |                                               | $                                 | (0.14  | ) |                           | $ | (0.03  | )    |  | $ | (0.05  | ) |  | $    | (0.09  | ) |  | $ | 1.57   |   |  | $ | (0.21   | )
|(Loss) income from discontinued operations                                  |                                               |                                   | (0.01  | ) |                           |   |       |      |  |   |       |   |  |      | (0.09  | ) |  |   | 0.15   |   |  |   |        |  
|Cumulative effect of change in accounting principle                         |                                               |                                   |       |   |                           |   |       |      |  |   |       |   |  |      |       |   |  |   |       |   |  |   | 0.01    |  
|                                                                            |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|Net (loss) income                                                           |                                               | $                                 | (0.15  | ) |                           | $ | (0.03  | )    |  | $ | (0.05  | ) |  | $    | (0.18  | ) |  | $ | 1.72   |   |  | $ | (0.20   | )
|                                                                            |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|BALANCE SHEET DATA:                                                         |                                               |                                   |        |   |                           |   |        |      |  |   |        |   |  |      |        |   |  |   |        |   |  |   |         |  
|Working capital (deficit)                                                   |                                               | $                                 | (14    | ) |                           | $ | 120    |      |  | $ | (3,589 | ) |  | $    | (4,098 | ) |  | $ | (4,447 | ) |  | $ | (12,275 | )
|Total assets                                                                |                                               |                                   | 8,114  |   |                           |   | 8,182  |      |  |   | 6,448  |   |  |      | 6,225  |   |  |   | 6,379  |   |  |   | 11,399  |  
|Total long-term debt and capital lease obligations                          |                                               |                                   | 2,402  |   |                           |   | 2,432  |      |  |   | 2,375  |   |  |      | 2,364  |   |  |   | 2,298  |   |  |   | 2,264   |  
|Stockholders deficit                                                       |                                               | $                                 | (803   | ) |                           | $ | (743   | )    |  | $ | (4,117 | ) |  | $    | (4,725 | ) |  | $ | (4,990 | ) |  | $ | (12,519 | )



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|ITEM7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------ | -------------------------------------------------------------------------------------

This report on includes forward-looking statements, the realization of which may be impacted by certain important factors discussed previously under
Item 1A Risk Factors  Important Factors Related to Forward-Looking Statements and Associated Risks.

OVERVIEW

We manage the delivery of a continuum of psychiatric and substance abuse services to commercial, Medicare, and Medicaid members on behalf
of employers, health plans, government organizations, third-party claims administrators, and commercial and other group purchasers of behavioral healthcare services. Our managed care operations include administrative service agreements,
fee-for-service agreements, and capitation contracts. The customer base for our services includes both private and governmental entities. Our services are provided primarily by unrelated vendors on a subcontract or subcapitated basis.

The following table sets forth our operating income (loss) for the seven months ended December 31, 2006 and 2005 and the fiscal years ended
May 31, 2006, 2005 and 2004:



|                                        |  |                                                         |        |   |                                                         |   |        |                                    |  |   |                                    |   |  |                                    |        |   |  |   |        |  
|--------------------------------------- |  | ------------------------------------------------------- | ------ | - | ------------------------------------------------------- | - | ------ | ---------------------------------- |  | - | ---------------------------------- | - |  | ---------------------------------- | ------ | - |  | - | ------ | -
|                                        |  | CONSOLIDATEDOPERATIONS JUNE 1, 2006THRUDECEMBER 31,2006 |        |   | CONSOLIDATEDOPERATIONS JUNE 1, 2005THRUDECEMBER 31,2005 |   |        | CONSOLIDATEDOPERATIONS FISCAL 2006 |  |   | CONSOLIDATEDOPERATIONS FISCAL 2005 |   |  | CONSOLIDATEDOPERATIONS FISCAL 2004 |       
|                                        |  | (Amounts in thousands)                                  |       
|Operating revenues:                     |  |                                                         |        |   |                                                         |   |        |                                    |  |   |                                    |   |  |                                    |        |   |  |   |        |  
|Capitated contracts                     |  | $                                                       | 9,829  |   |                                                         | $ | 14,618 |                                    |  | $ | 23,044                             |   |  | $                                  | 22,062 |   |  | $ | 23,580 |  
|Non-capitated sources                   |  |                                                         | 486    |   |                                                         |   | 649    |                                    |  |   | 912                                |   |  |                                    | 2,411  |   |  |   | 4,003  |  
|                                        |  |                                                         |        |   |                                                         |   |        |                                    |  |   |                                    |   |  |                                    |        |   |  |   |        |  
|Total operating revenues                |  |                                                         | 10,315 |   |                                                         |   | 15,267 |                                    |  |   | 23,956                             |   |  |                                    | 24,473 |   |  |   | 27,583 |  
|                                        |  |                                                         |        |   |                                                        
|Operating expenses:                     |  |                                                         |        |   |                                                         |   |        |                                    |  |   |                                    |   |  |                                    |        |   |  |   |        |  
|Healthcare operating expenses:          |  |                                                         |        |   |                                                         |   |        |                                    |  |   |                                    |   |  |                                    |        |   |  |   |        |  
|Claims expense (1)                      |  |                                                         | 7,575  |   |                                                         |   | 10,820 |                                    |  |   | 16,250                             |   |  |                                    | 16,379 |   |  |   | 18,175 |  
|Other healthcare operating expenses (1) |  |                                                         | 2,138  |   |                                                         |   | 2,594  |                                    |  |   | 4,312                              |   |  |                                    | 4,919  |   |  |   | 6,003  |  
|                                        |  |                                                         |        |   |                                                         |   |        |                                    |  |   |                                    |   |  |                                    |        |   |  |   |        |  
|Total healthcare operating expenses     |  |                                                         | 9,713  |   |                                                         |   | 13,414 |                                    |  |   | 20,562                             |   |  |                                    | 21,298 |   |  |   | 24,178 |  
|General and administrative expenses     |  |                                                         | 1,767  |   |                                                         |   | 1,959  |                                    |  |   | 3,316                              |   |  |                                    | 3,078  |   |  |   | 3,385  |  
|Recovery of doubtful accounts           |  |                                                         | (136   | ) |                                                         |   | (36    | )                                  |  |   | (88                                | ) |  |                                    | (4     | ) |  |   | (7     | )
|Depreciation and amortization           |  |                                                         | 62     |   |                                                         |   | 51     |                                    |  |   | 87                                 |   |  |                                    | 96     |   |  |   | 107    |  
|                                        |  |                                                         |        |   |                                                         |   |        |                                    |  |   |                                    |   |  |                                    |        |   |  |   |        |  
|Total operating expenses                |  |                                                         | 11,406 |   |                                                         |   | 15,388 |                                    |  |   | 23,877                             |   |  |                                    | 24,468 |   |  |   | 27,663 |  
|                                        |  |                                                         |        |   |                                                         |   |        |                                    |  |   |                                    |   |  |                                    |        |   |  |   |        |  
|Operating (loss) income                 |  | $                                                       | (1,091 | ) |                                                         | $ | (121   | )                                  |  | $ | 79                                 |   |  | $                                  | 5      |   |  | $ | (80    | )
|                                        |  |                                                         |        |   |                                                         |   |        |                                    |  |   |                                    |   |  |                                    |        |   |  |   |        |  

---

|(1) | Claims expense reflects the costs of revenue of capitated contracts, and other healthcare operating expenses reflects the cost of revenue of capitated and non-capitated contracts.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

RESULTS OF OPERATIONS  SEVEN MONTHS ENDED
DECEMBER 31, 2006 AS COMPARED TO THE SEVEN MONTHS ENDED DECEMBER 31, 2005.

The decrease in capitated contract revenue is primarily attributable to the termination of our Connecticut contract, the loss of which accounted for $3.4
million less revenue for the seven months ended December 31, 2006 versus 2005 and the termination of a Texas contract, the loss of which accounted for $3.2 million less revenue for the same periods. This was partially offset by additional
business from existing clients in Pennsylvania, Texas, Michigan and Maryland. The decrease in non-capitated revenue is primarily attributable to the loss of a management services only customer in Michigan offset by additional business in Texas and
Florida and a new client in Connecticut.

Claims expense on capitated contracts decreased approximately $3.2 million or 30.0% for the seven
months ended December 31, 2006 as compared to the seven months ended December 31, 2005. The reduction is due to the



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loss of capitated revenue as mentioned above. Claims expense as a percentage of capitated revenues increased from 74.0% for the period ended
December 31, 2005 to 77.1% for the period ended December 31, 2006. Other healthcare operating expenses, which are incurred to service both capitated and non-capitated contracts, decreased approximately $456,000, or 17.6%, due to staff
reductions in response to the loss of revenues in Michigan, Connecticut and Texas. As a percentage of total revenue, other healthcare operating expenses increased from 17.0% for the period ended December 31, 2005 to 20.7% for the period ended
December 31, 2006.

General and administrative expenses decreased by $192,000, or 9.8%, for the seven months ended December 31,
2006 as compared to the seven months ended December 31, 2005. This decrease is primarily attributable to indirect costs of the June 2005 sale of Series A Preferred Stock, increased costs for marketing consultants engaged to obtain additional
commercial business, and legal expenses associated with our 2005 Annual Meeting and changes to the corporate charter in the period ended December 31, 2005. General and administrative expense as a percentage of operating revenue increased from
12.8% for the period ended December 31, 2005 to 17.1% for the period ended December 31, 2006.

RESULTS OF
OPERATIONS YEAR ENDED MAY 31, 2006 AS COMPARED TO THE YEAR ENDED
MAY 31, 2005.

Capitated contract revenues increased 4.5% or approximately $1.0 million to $23.0 million for the year
ended May 31, 2006 compared to $22.0 million for the year ended May 31, 2005. This increase in revenue is primarily attributable to additional business from existing clients in Indiana and new customers in Pennsylvania and Maryland, but
was partially offset by the termination of our Connecticut contract, the loss of which accounted for $1.9 million less revenue in fiscal 2006 than in fiscal 2005. Non-capitated revenue declined 62.2%, or $1.5 million, to $0.9 million for the fiscal
year ended May 31, 2006, compared to $2.4 million for the fiscal year ended May 31, 2005. The decrease is primarily attributable to the loss of two management services only customers in Michigan and an ASO client in Texas.

Claims expense on capitated contracts decreased approximately $129,000 or 0.8% for the fiscal year ended May 31, 2006 as compared to the fiscal year
ended May 31, 2005. The reduction is due to decreased utilization of covered services. Claims expense as a percentage of capitated revenues decreased from 74.2% for the fiscal year ended May 31, 2005 to 70.5% for the fiscal year ended
May 31, 2006. Other healthcare operating expenses, which are incurred to service both capitated and non-capitated contracts, decreased approximately $607,000, or 12.3% for the fiscal year ended May 31, 2006 as compared to the fiscal year
ended May 31, 2005, due to staff reductions in response to the loss of revenues in Michigan, Connecticut and Texas. As a percentage of total revenue, other healthcare operating expenses decreased from 20.1% for fiscal 2005 to 18.0% for fiscal
2006.

General and administrative expenses increased by $238,000, or 7.7%, for the fiscal year ended May 31, 2006 as compared to the
fiscal year ended May 31, 2005. This increase is primarily attributable to indirect costs of the June 2005 sale of Series A Preferred Stock, increased costs for marketing consultants engaged to obtain additional commercial business, and legal
expenses associated with our 2005 Annual Meeting and changes to the corporate charter. General and administrative expense as a percentage of operating revenue increased from 12.6% for the fiscal year ended May 31, 2005 to 13.8% for the fiscal
year ended May 31, 2006.

RESULTS OF OPERATIONS YEAR ENDED
MAY 31, 2005 AS COMPARED TO THE YEAR ENDED MAY 31, 2004.

Capitated contract revenues decreased by 6.4%, or approximately $1.5 million, to $22.1 million for the fiscal year ended May 31, 2005 compared to
$23.6 million for the fiscal year ended May 31, 2004. This decrease is primarily attributable to the loss of one major customer in Florida that accounted for $4.4 million of revenue during the fiscal year ended May 31, 2004, offset
partially by increased revenues primarily in Connecticut and Texas. Non-capitated revenue declined 39.8% or approximately $1.6 million to $2.4 million for the fiscal year ended May 31, 2005, compared to $4.0 million for the same period of
fiscal 2004. This decrease is attributable to the loss of ASO clients in Michigan and Texas.

Claims expense on capitated contracts
decreased approximately $1.8 million or 9.9% for the fiscal year ended May 31, 2005 as compared to the fiscal year ended May 31, 2004, due to a reduction in capitated revenues and the loss of one major contract in Florida that consistently
returned a high medical loss ratio. Claims expense as a percentage of capitated revenues decreased from 77.1% for the fiscal year ended May 31, 2004 to 74.2% for the fiscal year ended May 31, 2005. Other healthcare operating expenses,
which are incurred to service both capitated and non-capitated contracts, decreased approximately $1.1 million, or 18.1%. This decrease is attributable to lower personnel costs resulting from restructuring our regional and corporate operations. As a
percentage of total revenue, other healthcare operating expenses decreased from 21.8% for fiscal 2004 to 20.1% for fiscal 2005.



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General and administrative expenses decreased by $307,000, or 9.1%, for the fiscal year ended
May 31, 2005 as compared to the fiscal year ended May 31, 2004. This decrease is primarily attributable to a decrease in salaries and benefits resulting from our restructuring of regional and corporate operations and less usage of outside
professional services. General and administrative expense as a percentage of operating revenue increased slightly from 12.3% for the fiscal year ended May 31, 2004 to 12.6% for the fiscal year ended May 31, 2005.

SEASONALITY OF BUSINESS

Historically, we have experienced increased member utilization during the months of March, April and May, and consistently low utilization by members during the months of June, July, and August. Such variations in member utilization impact
our costs of care during these months, generally having a positive impact on our gross margins and operating profits during the June through August period and a negative impact on our gross margins and operating profits during the months of March
through May. During the period September 2006 through December 2006, we experienced higher than expected member utilization costs as compared to the similar period of the previous year. We have attempted to address the high utilization costs
incurred through rate increases with certain of our clients. We may continue to experience increased utilization costs in subsequent periods.

LIQUIDITY AND CAPITAL RESOURCES

During the seven months ended
December 31, 2006, our cash and cash equivalents increased by $80,000. Net cash used by continuing operations amounted to $539,000. Cash used in investing activities totaled $113,000, which is comprised primarily of $160,000 in additions to
property and equipment offset by $35,000 in proceeds from a property insurance claim. Cash provided by financing activities consists primarily of $785,000 in net proceeds from the exercise of a Put Option to Woodcliff in exchange for 1,739,130
shares of our common stock in October of 2006. At December 31, 2006, cash and cash equivalents amounted to $5.5 million. We believe we have sufficient working capital to sustain current operations and meet our current obligations during the
next twelve months.

Our unpaid claims liability is estimated using an actuarial paid completion factor methodology and other statistical
analyses. These estimates are subject to the effects of trends in utilization and other factors. Any significant increase in member utilization that falls outside of our estimations would increase healthcare operating expenses and may impact our
ability to achieve and sustain profitability and positive cash flow. Although considerable variability is inherent in such estimates, we believe that our unpaid claims liability is adequate. However, actual results could differ from the $2.7 million
accrued claims payable amount reported as of December 31, 2006.

COMMITMENTS AND CONTRACTUAL
OBLIGATIONS

The following is a schedule at December 31, 2006 of our long-term contractual commitments, future minimum
lease payments under non-cancelable operating lease arrangements, and other long-term obligations:



|                                               |  |                        |       |                |     |            |     |            |       |              |  
|---------------------------------------------- |  | ---------------------- | ----- | -------------- | --- | ---------- | --- | ---------- | ----- | ------------ | -
|                                               |  | Payments Due by Period
|                                               |  | Total                  |       | LessThan 1Year |     | 1  3Years |     | 4  5Years |       | After 5Years
|                                               |  | (Amounts in thousands)
|Long-term Debt Obligations (a)                 |  | $                      | 2,244 |                |    |            |    |            | 2,244 |              | 
|Capital Lease Obligations and related interest |  |                        | 190   |                | 63  |            | 89  |            | 38    |              | 
|Operating Lease Obligations                    |  |                        | 588   |                | 310 |            | 278 |            |      |              | 
|                                               |  |                        |       |                |     |            |     |            |       |              |  
|Total                                          |  | $                      | 3,022 |                | 373 |            | 367 |            | 2,282 |              | 
|                                               |  |                        |       |                |     |            |     |            |       |              |  

---

|(a) | Excludes 71/2% in interest payable semi-annually in April and October (see Note 13  Long-term Debt to the audited, consolidated financial statements).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



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CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make significant estimates and judgments to develop the amounts reflected
and disclosed in the consolidated financial statements, most notably our estimate for claims incurred but not yet reported (IBNR). On an on-going basis, we evaluate the appropriateness of our estimates and we maintain a thorough process
to review the application of our accounting policies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under
different assumptions or conditions.

We believe our accounting policies specific to our revenue recognition, accrued claims payable and
claims expense, premium deficiencies, goodwill, and stock compensation expense involve our most significant judgments and estimates that are material to our consolidated financial statements (see Note 2  Summary of Significant Accounting
Policies to the audited, consolidated financial statements).

REVENUE RECOGNITION

We provide managed behavioral healthcare and substance abuse services to recipients, primarily through subcontracts with HMOs. Revenue under the vast
majority of these agreements is earned and recognized monthly based on the number of covered members as reported to us by our clients regardless of whether services actually provided are lesser or greater than anticipated when we entered into such
contracts (generally referred to as capitation arrangements). The information regarding the number of covered members is supplied by our clients and we review membership eligibility records and other reported information to verify its accuracy in
calculating the amount of revenue to be recognized. Consequently, the vast majority of our revenue is determined by the monthly receipt of covered member information and the associated payment from the client, thereby removing uncertainty and
precluding us from needing to make assumptions to estimate monthly revenue amounts.

We may experience adjustments to our revenues to
reflect changes in the number and eligibility status of members subsequent to when revenue is recognized. Subsequent adjustments to our revenue have not been material in the past.

ACCRUED CLAIMS PAYABLE AND CLAIMS EXPENSE

Healthcare operating expenses are composed of claims expense and other healthcare expenses. Claims expense includes amounts paid to hospitals, physician groups and other licensed behavioral healthcare professionals.
Other healthcare operating expenses include items such as information systems, provider contracting, case management and quality assurance, attributable to both capitated and non-capitated contracts.

The cost of behavioral health services is recognized in the period in which an eligible member actually receives services and includes an estimate of
IBNR (as defined below). We contract with various healthcare providers including hospitals, physician groups and other managed care organizations either on a discounted fee-for-service or a per-case basis. We determine that a member has received
services when we receive a claim within the contracted timeframe with all required billing elements correctly completed by the service provider. We then determine whether (1) the member is eligible to receive such services, (2) the service
provided is medically necessary and is covered by the benefit plans certificate of coverage, and (3) the service has been authorized by one of our employees. If all of these requirements are met, the claim is entered into our claims
system for payment and the associated cost of behavioral health services is recognized. If the claim is denied, the service provider is notified and has appeal rights under their contract with us.

Accrued claims payable consists primarily of reserves established for reported claims and claims incurred but not reported (IBNR) which are
unpaid through the respective balance sheet dates. Our policy is to record managements best estimate of IBNR. The IBNR liability is estimated monthly using an actuarial paid completion factor methodology and is continually reviewed and
adjusted, if necessary, to reflect any change in the estimated liability as more information becomes available. In deriving a range of estimates, management considers qualitative factors, authorization information, and an actuarial model that
incorporates past claims payment experience, enrollment data and key assumptions such as trends in healthcare costs and seasonality. The accrued claims payable ranges were between $2.6 and $2.9 million at December 31, 2006, between $2.6 and
$2.8 million at May 31, 2006, and between $3.5 and $3.8 million at May 31, 2005. To determine the best estimates, management reviews



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utilization statistics, authorized healthcare service data, calculated completion factors and other data available at and subsequent to the balance sheet
dates. The best estimates at December 31, 2006, May 31, 2006 and 2005 were $2.7 million, $2.8 million and $3.7 million respectively. We have used the same methodology and assumptions for estimating the IBNR portion of the accrued
claims liability for the last three years.

The following table provides a reconciliation of the beginning and ending balance of accrued
claims payable for the seven months ended December 31, 2006 and fiscal years ended May 31, 2006, and 2005:



|                                 |  |                                      |       |      |                    |        |  |        |  
|-------------------------------- |  | ------------------------------------ | ----- | ---- | ------------------ | ------ |  | ------ | -
|                                 |  | Seven months ended December 31, 2006 |       |      | Year ended May 31, |       
|                                 |  | 2006                                 |       | 2005 |                   
|                                 |  | (Amounts in thousands)               |      
|Beginning accrued claims payable |  | $                                    | 2,790 |      |                    | 3,730  |  | 3,647  |  
|Claims expense:                  |  |                                      |       |      |                    |        |  |        |  
|Current period                   |  |                                      | 7,576 |      |                    | 16,174 |  | 16,854 |  
|Prior period                     |  |                                      | (1    | )    |                    | 76     |  | (475   | )
|                                 |  |                                      |       |      |                    |        |  |        |  
|Total claims expense             |  |                                      | 7,575 |      |                    | 16,250 |  | 16,379 |  
|Claims payments:                 |  |                                      |       |      |                    |        |  |        |  
|Current period                   |  |                                      | 4,830 |      |                    | 13,384 |  | 13,124 |  
|Prior period                     |  |                                      | 2,789 |      |                    | 3,806  |  | 3,172  |  
|                                 |  |                                      |       |      |                    |        |  |        |  
|Total claims payments            |  |                                      | 7,619 |      |                    | 17,190 |  | 16,296 |  
|                                 |  |                                      |       |      |                    |        |  |        |  
|Ending accrued claims payable    |  | $                                    | 2,746 |      |                    | 2,790  |  | 3,730  |  
|                                 |  |                                      |       |      |                    |        |  |        |  

Changes in prior year claims expense were primarily due to changes in utilization patterns and
changes in claim submission timeframes by providers. Management considers these changes in claims expenses to be immaterial when compared to the total claims expenses incurred in prior years

Accrued claims payable at December 31, 2006 and May 31, 2006 and 2005 comprises approximately $0.7 million, $1.1 million and $1.8 million,
respectively, of submitted and approved claims which had not yet been paid, and $2.0 million, $1.7 million and $1.9 million for IBNR claims, respectively.

Many aspects of our business are not predictable with consistency, and therefore, estimating IBNR claims involves a significant amount of management judgment. Actual claims incurred could differ from the estimated
accrued claims payable amount presented. The following are factors that would have an impact on our future operations and financial condition:



| |  |  | Changes in utilization patterns
| | - |  | -------------------------------



| |  |  | Changes in healthcare costs
| | - |  | ---------------------------



| |  |  | Changes in claims submission timeframes by providers
| | - |  | ----------------------------------------------------



| |  |  | Success in renegotiating contracts with healthcare providers
| | - |  | ------------------------------------------------------------



| |  |  | Occurrence of catastrophes
| | - |  | --------------------------



| |  |  | Changes in benefit plan design
| | - |  | ------------------------------



| |  |  | The impact of present or future state and federal regulations
| | - |  | -------------------------------------------------------------



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A 5% increase in assumed healthcare cost trends from those used in our calculations of IBNR at
December 31, 2006 could increase our claims expense by approximately $80,000 as illustrated in the table below:

Change in
Healthcare Costs:



|                    |  |                                      
|------------------- |  | -------------------------------------
|(Decrease) Increase |  | (Decrease) Increase in Claims Expense
|(5%)                |  | ($83,000)                            
|5%                  |  | $80,000                              

PREMIUM DEFICIENCIES

We accrue losses under our capitated contracts when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated.
We perform this loss accrual analysis on a specific contract basis taking into consideration such factors as future contractual revenue, projected future healthcare and maintenance costs, and each contracts specific terms related to future
revenue increases as compared to expected increases in healthcare costs. The projected future healthcare and maintenance costs are estimated based on historical trends and our estimate of future cost increases.

At any time prior to the end of a contract or contract renewal, if a capitated contract is not meeting its financial goals, we generally have the ability
to cancel the contract with 60 to 90 days written notice. Prior to cancellation, we will usually submit a request for a rate increase accompanied by supporting utilization data. Although our clients have historically been generally receptive
to such requests, no assurance can be given that such requests will be fulfilled in the future in our favor. If a rate increase is not granted, we have the ability, in most cases, to terminate the contract and limit our risk to a short-term period.

On a quarterly basis, we perform a review of our portfolio of contracts for the purpose of identifying loss contracts (as defined in the
American Institute of Certified Public Accountants Audit and Accounting Guide  Health Care Organizations) and developing a contract loss reserve, if applicable, for succeeding periods. During the seven months ended December 31, 2006, we
identified one contract that was not meeting its financial goals and in May 2007, entered into an agreement to obtain a rate increase of approximately 20% from the client. At December 31, 2006, we believe no contract loss reserve for future
periods is necessary for this contract. Annual revenues from the contract are approximately $1.2 million.

GOODWILL

We evaluate at least annually the amount of our recorded goodwill by performing an impairment test that compares the carrying amount to an estimated fair
value. In estimating the fair value, management makes its best assumptions regarding future cash flows and a discount rate to be applied to the cash flows to yield a present, fair value of equity. As a result of such tests, management believes there
is no material risk of loss from impairment of goodwill. However, actual results may differ significantly from managements assumptions, resulting in potentially adverse impact to our consolidated financial statements.

STOCK COMPENSATION EXPENSE

We issue stock-based awards to our employees and members of our board of directors. Effective June 1, 2006, we adopted Statement of Financial Accounting Standards (SFAS) No. 123R
Share-Based Payment and elected to apply the modified-prospective method to measure compensation cost for stock options at fair value on the grant date and recognize compensation cost on a straight-line basis over the service period for
those options expected to vest. We use the Black-Scholes option pricing model, which requires certain variables for input to calculate the fair value of a stock award on the grant date. These variables include the expected volatility of our stock
price, award exercise behaviors, the risk free interest rate, and expected dividends. We use significant judgment in estimating expected volatility of the stock, exercise behavior and forfeiture rates.



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##### Table of Contents

Expected Volatility

We estimate the volatility of the share price by using historical data of our traded stock in combination with our expectation of the extent of
fluctuation in future stock prices. We believe our historical volatility is more representative of future stock price volatility and as such it has been given greater weight in estimating future volatility.

Expected Term

A variety of
factors are considered in determining the expected term of options granted. Options granted are grouped by their homogeneity based on the optionees position, whether managerial or clerical, and length of service and turnover rate. Where
possible, we analyze exercise and post-vesting termination behavior. For any group without sufficient information, we estimate the expected term of the options granted by averaging the vesting term and the contractual term of the options.

Expected Forfeiture Rate

We generally separate our option awards into two groups: employee and non-employee awards. The historical data of each group are analyzed independently to estimate the forfeiture rate of options at the time of grant.
These estimates are revised in subsequent periods if actual forfeitures differ from estimated forfeitures.

RECENT
ACCOUNTING PRONOUNCEMENTS

Effective June 1, 2006, we adopted the fair value
recognition provisions of SFAS 123R, as previously discussed in Critical Accounting Estimates immediately preceding.

In
June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (FIN 48) which clarifies the accounting for uncertainty in income
taxes. FIN 48 requires that companies recognize in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. FIN 48 also
provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. We adopted FIN 48 effective
January 1, with no impact on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements, (SFAS 157) which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The
statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently evaluating the statement to determine what, if any, impact it will have
on our consolidated financial statements.

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities (SFAS 159). SFAS 159 provides that companies may elect to measure many financial instruments and certain other items at fair value on a contract-by-contract basis, with changes in fair
value recognized in earnings each reporting period. The election, called the fair value option, will enable some companies to reduce the variability in reported earnings caused by measuring related assets and liabilities differently.
SFAS 159 is effective as of the beginning of a companys first fiscal year that begins after November 15, 2007. We are in the process of evaluating the impact adoption of SFAS 159 will have on our consolidated financial statements.

LEGAL PROCEEDINGS

From time to time, we may be party to, and our property may be subject to, ordinary, routine litigation incidental to our business. Claims may exceed insurance policy limits and we may have exposure to a liability
that is not covered by insurance. Management is not aware of any such lawsuits that could have a material adverse impact on our consolidated financial statements.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Certain information included in this transition report on Form 10-K and in our other reports,
Securities and Exchange Commission (SEC) filings, statements, and presentations is forward looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements concerning our anticipated
operating results, financial resources,



22



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##### Table of Contents

increases in revenues, increased profitability, interest expense, growth and expansion, and the ability to obtain new behavioral healthcare contracts. Such
forward-looking information involves important risks and uncertainties that could significantly affect actual results and cause them to differ materially from expectations expressed herein and in our other reports, SEC filings, statements, and
presentations. These risks and uncertainties include, but are not limited to, changes in local, regional, and national economic and political conditions, the effect of governmental regulation, competitive market conditions, varying trends in member
utilization, our ability to manage healthcare operating expenses, the profitability of our capitated contracts, cost of care, seasonality, the risk that any definitive agreements or additional business will result from letters of intent entered into
by us, and other risks detailed from time to time in our SEC reports.

ITEM7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

While
we currently have market risk sensitive instruments, we have no significant exposure to changing interest rates as the interest rate on our long-term debt is fixed. Additionally, we do not use derivative financial instruments for investment or
trading purposes and our investments are generally limited to cash deposits.



23



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##### Table of Contents

ITEM8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated
Financial Statements

Seven Months Ended December 31, 2006 and 2005, and

Years Ended May 31, 2006, 2005, and 2004



|                                                                                                                                              |  |      
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | -----
|Report of Kirkland, Russ, Murphy & Tapp P.A.                                                                                                  |  | 25   
|Consolidated Balance Sheets, December 31, 2006 and May 31, 2006 and 2005                                                                      |  | 26   
|Consolidated Statements of Operations, Seven Months Ended December 31, 2006 and 2005, and Years Ended May 31, 2006, 2005 and 2004             |  | 27   
|Consolidated Statements of Stockholders Deficit, Seven Months Ended December 31, 2006 and 2005, and Years Ended May 31, 2006, 2005, and 2004 |  | 28-29
|Consolidated Statements of Cash Flows, Seven Months Ended December 31, 2006 and 2005, and Years Ended May 31, 2006, 2005, and 2004            |  | 30   
|Notes to Consolidated Financial Statements                                                                                                    |  | 31-47



24



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Comprehensive Care Corporation

We have audited the
accompanying consolidated balance sheets of Comprehensive Care Corporation and Subsidiaries as of December 31, 2006, May 31, 2006, and May 31, 2005, and the related consolidated statements of operations, stockholders
deficit and cash flows for the seven months ended December 31, 2006, and the years ended May 31, 2006, 2005 and 2004. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to
express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the
consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Comprehensive Care Corporation and Subsidiaries as of December 31, 2006, May 31, 2006, and
May 31, 2005, and the consolidated results of their operations and their cash flows for the seven months ended December 31, 2006, and the years ended May 31, 2006, 2005 and 2004, in conformity with U.S. generally accepted accounting
principles.





|                                      
|--------------------------------------
|/s/ Kirkland, Russ, Murphy & Tapp P.A.
|                                      
|Clearwater, Florida                   
|August 8, 2007                        



25



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##### Table of Contents

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                               |  |                        |         |   |             |         |   |             |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------- | ------- | - | ----------- | ------- | - | ----------- | ------- | -
|                                                                                                                                                                               |  | December 31,2006       |         |   | May 31,2006 |         |   | May 31,2005 |        
|                                                                                                                                                                               |  | (Amounts in thousands) |        
|ASSETS                                                                                                                                                                         |  |                        |         |   |             |         |   |             |         |  
|Current assets:                                                                                                                                                                |  |                        |         |   |             |         |   |             |         |  
|Cash and cash equivalents                                                                                                                                                      |  | $                      | 5,543   |   |             | 5,463   |   |             | 3,695   |  
|Restricted cash                                                                                                                                                                |  |                        | 1       |   |             | 589     |   |             |        |  
|Accounts receivable, less allowance for doubtful accounts of $6, $0 and $5, respectively                                                                                       |  |                        | 163     |   |             | 153     |   |             | 113     |  
|Accounts receivable  managed care reinsurance contract                                                                                                                        |  |                        |        |   |             |        |   |             | 372     |  
|Other current assets                                                                                                                                                           |  |                        | 792     |   |             | 477     |   |             | 492     |  
|                                                                                                                                                                               |  |                        |         |   |             |         |   |             |         |  
|Total current assets                                                                                                                                                           |  |                        | 6,499   |   |             | 6,682   |   |             | 4,672   |  
|                                                                                                                                                                               |  |                        |        
|Property and equipment, net                                                                                                                                                    |  |                        | 377     |   |             | 251     |   |             | 384     |  
|Note receivable                                                                                                                                                                |  |                        | 44      |   |             | 55      |   |             |        |  
|Goodwill, net                                                                                                                                                                  |  |                        | 991     |   |             | 991     |   |             | 991     |  
|Restricted cash                                                                                                                                                                |  |                        |        |   |             |        |   |             | 72      |  
|Other assets                                                                                                                                                                   |  |                        | 203     |   |             | 203     |   |             | 329     |  
|                                                                                                                                                                               |  |                        |         |   |             |         |   |             |         |  
|Total assets                                                                                                                                                                   |  | $                      | 8,114   |   |             | 8,182   |   |             | 6,448   |  
|                                                                                                                                                                               |  |                        |         |   |             |         |   |             |         |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                                                          |  |                        |         |   |             |         |   |             |         |  
|Current liabilities:                                                                                                                                                           |  |                        |         |   |             |         |   |             |         |  
|Accounts payable and accrued liabilities                                                                                                                                       |  | $                      | 1,201   |   |             | 1,198   |   |             | 1,310   |  
|Accrued claims payable                                                                                                                                                         |  |                        | 2,746   |   |             | 2,790   |   |             | 3,730   |  
|Accrued reinsurance claims payable                                                                                                                                             |  |                        | 2,516   |   |             | 2,526   |   |             | 3,191   |  
|Income taxes payable                                                                                                                                                           |  |                        | 50      |   |             | 48      |   |             | 30      |  
|                                                                                                                                                                               |  |                        |         |   |             |         |   |             |         |  
|Total current liabilities                                                                                                                                                      |  |                        | 6,513   |   |             | 6,562   |   |             | 8,261   |  
|                                                                                                                                                                               |  |                        |         |   |             |         |   |             |         |  
|                                                                                                                                                                               |  |                        |        
|Long-term liabilities:                                                                                                                                                         |  |                        |         |   |             |         |   |             |         |  
|Long-term debt                                                                                                                                                                 |  |                        | 2,244   |   |             | 2,244   |   |             | 2,244   |  
|Other liabilities                                                                                                                                                              |  |                        | 160     |   |             | 119     |   |             | 60      |  
|                                                                                                                                                                               |  |                        |         |   |             |         |   |             |         |  
|Total long-term liabilities                                                                                                                                                    |  |                        | 2,404   |   |             | 2,363   |   |             | 2,304   |  
|                                                                                                                                                                               |  |                        |         |   |             |         |   |             |         |  
|Total liabilities                                                                                                                                                              |  |                        | 8,917   |   |             | 8,925   |   |             | 10,565  |  
|                                                                                                                                                                               |  |                        |         |   |             |         |   |             |         |  
|                                                                                                                                                                               |  |                        |        
|Stockholders deficit:                                                                                                                                                         |  |                        |         |   |             |         |   |             |         |  
|Preferred stock, $50.00 par value; authorized 18,740 shares; 14,400 issued                                                                                                     |  |                        | 720     |   |             | 720     |   |             |        |  
|Common stock, $0.01 par value; authorized 30,000,000, 30,000,000, and 12,500,000 shares, respectively; issued and outstanding 7,655,283,
5,898,707 and 5,582,547, respectively |  |                        | 77      |   |             | 59      |   |             | 56      |  
|Additional paid-in capital                                                                                                                                                     |  |                        | 57,503  |   |             | 56,645  |   |             | 53,813  |  
|Accumulated deficit                                                                                                                                                            |  |                        | (59,103 | ) |             | (58,167 | ) |             | (57,986 | )
|                                                                                                                                                                               |  |                        |         |   |             |         |   |             |         |  
|Total stockholders deficit                                                                                                                                                    |  |                        | (803    | ) |             | (743    | ) |             | (4,117  | )
|                                                                                                                                                                               |  |                        |         |   |             |         |   |             |         |  
|Total liabilities and stockholders deficit                                                                                                                                    |  | $                      | 8,114   |   |             | 8,182   |   |             | 6,448   |  
|                                                                                                                                                                               |  |                        |         |   |             |         |   |             |         |  

See accompanying report of independent registered public accounting firm and notes to the
consolidated financial statements.



26



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##### Table of Contents

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in
thousands, except per share data)



|                                                         |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|-------------------------------------------------------- |  | ------------------------------- | ------ | - | ------------------ | ------ | - | ---- | ------ | - | ---- | ------ | - | ---- | ------ | -
|                                                         |  | Seven Months Ended December 31, |        |   | Year Ended May 31, |       
|                                                         |  | 2006                            |        |   | 2005               |        |   | 2006 |        |   | 2005 |        |   | 2004 |       
|                                                         |  |                                 |        |   | (Unaudited)        |        |   |      |       
|Operating Revenues                                       |  | $                               | 10,315 |   |                    | 15,267 |   |      | 23,956 |   |      | 24,473 |   |      | 27,583 |  
|                                                         |  |                                 |        |   |                   
|Costs and Expenses:                                      |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|Healthcare operating expenses                            |  |                                 | 9,713  |   |                    | 13,414 |   |      | 20,562 |   |      | 21,298 |   |      | 24,178 |  
|General and administrative expenses                      |  |                                 | 1,767  |   |                    | 1,959  |   |      | 3,316  |   |      | 3,078  |   |      | 3,385  |  
|Recovery of doubtful accounts                            |  |                                 | (136   | ) |                    | (36    | ) |      | (88    | ) |      | (4     | ) |      | (7     | )
|Depreciation and amortization                            |  |                                 | 62     |   |                    | 51     |   |      | 87     |   |      | 96     |   |      | 107    |  
|                                                         |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|                                                         |  |                                 | 11,406 |   |                    | 15,388 |   |      | 23,877 |   |      | 24,468 |   |      | 27,663 |  
|                                                         |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|Operating (loss) income before items shown below         |  |                                 | (1,091 | ) |                    | (121   | ) |      | 79     |   |      | 5      |   |      | (80    | )
|Other income (expense):                                  |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|Gain from property insurance claim                       |  |                                 | 17     |   |                    |       |   |      |       |   |      |       |   |      |       |  
|Gain on sale of assets                                   |  |                                 | 2      |   |                    |       |   |      |       |   |      |       |   |      |       |  
|Loss from software development                           |  |                                 |       |   |                    |       |   |      | (123   | ) |      |       |   |      |       |  
|Loss in connection with collection of notes receivable   |  |                                 |       |   |                    |       |   |      |       |   |      |       |   |      | (20    | )
|Loss on impairment  investment in marketable securities |  |                                 |       |   |                    |       |   |      | (17    | ) |      | (118   | ) |      |       |  
|Other non-operating income, net                          |  |                                 | 254    |   |                    | 57     |   |      | 66     |   |      | 88     |   |      | 1      |  
|Interest income                                          |  |                                 | 58     |   |                    | 33     |   |      | 78     |   |      | 15     |   |      | 26     |  
|Interest expense                                         |  |                                 | (113   | ) |                    | (109   | ) |      | (186   | ) |      | (206   | ) |      | (215   | )
|                                                         |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|Loss from continuing operations before income taxes      |  |                                 | (873   | ) |                    | (140   | ) |      | (103   | ) |      | (216   | ) |      | (288   | )
|Income tax expense                                       |  |                                 | 43     |   |                    | 34     |   |      | 78     |   |      | 52     |   |      | 102    |  
|                                                         |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|Loss from continuing operations                          |  |                                 | (916   | ) |                    | (174   | ) |      | (181   | ) |      | (268   | ) |      | (390   | )
|Loss from discontinued operations                        |  |                                 | (20    | ) |                    |       |   |      |       |   |      |       |   |      | (387   | )
|                                                         |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|Net loss                                                 |  | $                               | (936   | ) |                    | (174   | ) |      | (181   | ) |      | (268   | ) |      | (777   | )
|                                                         |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|Loss per common share - basic:                           |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|Loss from continuing operations                          |  | $                               | (0.14  | ) |                    | (0.03  | ) |      | (0.03  | ) |      | (0.05  | ) |      | (0.09  | )
|Loss from discontinued operations                        |  |                                 | (0.01  | ) |                    |       |   |      |       |   |      |       |   |      | (0.09  | )
|                                                         |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|Net loss                                                 |  | $                               | (0.15  | ) |                    | (0.03  | ) |      | (0.03  | ) |      | (0.05  | ) |      | (0.18  | )
|                                                         |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|Loss per common share - diluted:                         |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|Loss from continuing operations                          |  | $                               | (0.14  | ) |                    | (0.03  | ) |      | (0.03  | ) |      | (0.05  | ) |      | (0.09  | )
|Loss from discontinued operations                        |  |                                 | (0.01  | ) |                    |       |   |      |       |   |      |       |   |      | (0.09  | )
|                                                         |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|Net loss                                                 |  | $                               | (0.15  | ) |                    | (0.03  | ) |      | (0.03  | ) |      | (0.05  | ) |      | (0.18  | )
|                                                         |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|Weighted average common shares outstanding:              |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|                                                         |  |                                 |        |   |                   
|Basic                                                    |  |                                 | 6,445  |   |                    | 5,763  |   |      | 5,808  |   |      | 4,935  |   |      | 4,284  |  
|                                                         |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  
|Diluted                                                  |  |                                 | 6,445  |   |                    | 5,763  |   |      | 5,808  |   |      | 4,935  |   |      | 4,284  |  
|                                                         |  |                                 |        |   |                    |        |   |      |        |   |      |        |   |      |        |  

See accompanying report of independent registered public accounting firm and notes to the
consolidated financial statements.



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CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT

(In thousands)



|                                                                 |  |                 |  |              |     |                   |       |             |   |         |          |         |  |                    |              |  |     |         |  |        |  
|---------------------------------------------------------------- |  | --------------- |  | ------------ | --- | ----------------- | ----- | ----------- | - | ------- | -------- | ------- |  | ------------------ | ------------ |  | --- | ------- |  | ------ | -
|                                                                 |  | PREFERRED STOCK |  | COMMON STOCK |     | ADDITIONALPAID-IN |       | ACCUMULATED |   |         | DEFERRED |         |  | TOTALSTOCKHOLDERS |             
|                                                                 |  | SHARES          |  | AMOUNT       |     | SHARES            |       | AMOUNT      |   | CAPITAL |          | DEFICIT |  |                    | COMPENSATION |  |     | DEFICIT | 
|Balance, May 31, 2003                                            |  |                |  | $            |    |                   | 3,937 |             | $ | 39      |          | 51,928  |  | (56,941            | )            |  | (16 | )       |  | (4,990 | )
|Net loss                                                         |  |                 |  |              |     |                   |      |             |   |        |          |        |  | (777               | )            |  |    |         |  | (777   | )
|Shares issued in connection with private placement               |  |                |  |              |    |                   | 700   |             |   | 7       |          | 964     |  |                   |              |  |    |         |  | 971    |  
|Compensatory stock options and warrants granted to non-employees |  |                |  |              |    |                   | 20    |             |   | 1       |          | 50      |  |                   |              |  | (4  | )       |  | 47     |  
|Amortization of deferred compensation                            |  |                |  |              |    |                   |      |             |   |        |          |        |  |                   |              |  | 16  |         |  | 16     |  
|Exercise of stock options                                        |  |                |  |              |    |                   | 16    |             |   |        |          | 8       |  |                   |              |  |    |         |  | 8      |  
|                                                                 |  |                 |  |              |     |                   |       |             |   |         |          |         |  |                    |              |  |     |         |  |        |  
|Balance, May 31, 2004                                            |  |                |  | $            |    |                   | 4,673 |             | $ | 47      |          | 52,950  |  | (57,718            | )            |  | (4  | )       |  | (4,725 | )
|Net loss                                                         |  |                |  |              |    |                   |      |             |   |        |          |        |  | (268               | )            |  |    |         |  | (268   | )
|Shares issued in connection with private transactions            |  |                |  |              |    |                   | 775   |             |   | 8       |          | 535     |  |                   |              |  |    |         |  | 543    |  
|Compensatory stock options and warrants granted to non-employees |  |                |  |              |    |                   | 18    |             |   |        |          | 31      |  |                   |              |  |    |         |  | 31     |  
|Amortization of deferred compensation                            |  |                |  |              |    |                   |      |             |   |        |          |        |  |                   |              |  | 4   |         |  | 4      |  
|Warrants issued in connection with private transaction           |  |                |  |              |    |                   |      |             |   |        |          | 234     |  |                   |              |  |    |         |  | 234    |  
|Exercise of stock options                                        |  |                |  |              |    |                   | 117   |             |   | 1       |          | 63      |  |                   |              |  |    |         |  | 64     |  
|                                                                 |  |                 |  |              |     |                   |       |             |   |         |          |         |  |                    |              |  |     |         |  |        |  
|Balance, May 31, 2005                                            |  |                |  | $            |    |                   | 5,583 |             | $ | 56      |          | 53,813  |  | (57,986            | )            |  |    |         |  | (4,117 | )
|Net loss                                                         |  |                |  |              |    |                   |      |             |   |        |          |        |  | (181               | )            |  |    |         |  | (181   | )
|Shares issued in connection with private transactions            |  | 14              |  |              | 720 |                   |      |             |   |        |          | 2,650   |  |                   |              |  |    |         |  | 3,370  |  
|Compensatory stock issued to non-employees                       |  |                |  |              |    |                   | 34    |             |   |        |          | 53      |  |                   |              |  |    |         |  | 53     |  
|Exercise of stock options                                        |  |                |  |              |    |                   | 282   |             |   | 3       |          | 129     |  |                   |              |  |    |         |  | 132    |  
|                                                                 |  |                 |  |              |     |                   |       |             |   |         |          |         |  |                    |              |  |     |         |  |        |  
|Balance, May 31, 2006                                            |  | 14              |  | $            | 720 |                   | 5,899 |             | $ | 59      |          | 56,645  |  | (58,167            | )            |  |    |         |  | (743   | )
|Net loss                                                         |  |                |  |              |    |                   |      |             |   |        |          |        |  | (936               | )            |  |    |         |  | (936   | )
|Shares issued in connection with private transactions            |  |                |  |              |    |                   | 1,739 |             |   | 17      |          | 768     |  |                   |              |  |    |         |  | 785    |  
|Compensatory stock issued to non-employees                       |  |                |  |              |    |                   | 17    |             |   | 1       |          | 33      |  |                   |              |  |    |         |  | 34     |  
|Expense of stock options                                         |  |                |  |              |    |                   |      |             |   |        |          | 57      |  |                   |              |  |    |         |  | 57     |  
|                                                                 |  |                 |  |              |     |                   |       |             |   |         |          |         |  |                    |              |  |     |         |  |        |  
|Balance, December 31, 2006                                       |  | 14              |  | $            | 720 |                   | 7,655 |             | $ | 77      |          | 57,503  |  | (59,103            | )            |  |    |         |  | (803   | )
|                                                                 |  |                 |  |              |     |                   |       |             |   |         |          |         |  |                    |              |  |     |         |  |        |  

See accompanying report of independent registered public accounting firm and notes to the
consolidated financial statements.



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CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT

(UNAUDITED)

(In thousands)



|                                                                          |  |                 |  |              |     |                   |       |             |   |         |                               |         |  |                    |               |  |      |         |  |        |  
|------------------------------------------------------------------------- |  | --------------- |  | ------------ | --- | ----------------- | ----- | ----------- | - | ------- | ----------------------------- | ------- |  | ------------------ | ------------- |  | ---- | ------- |  | ------ | -
|                                                                          |  | PREFERRED STOCK |  | COMMON STOCK |     | ADDITIONALPAID-IN |       | ACCUMULATED |   |         | ACCUMULATEDOTHERCOMPREHENSIVE |         |  | TOTALSTOCKHOLDERS |              
|                                                                          |  | SHARES          |  | AMOUNT       |     | SHARES            |       | AMOUNT      |   | CAPITAL |                               | DEFICIT |  |                    | INCOME/(LOSS) |  |      | DEFICIT | 
|Balance, June 1, 2005                                                     |  |                |  | $            |    |                   | 5,583 |             | $ | 56      |                               | 53,813  |  | (57,986            | )             |  |     |         |  | (4,117 | )
|Net loss                                                                  |  |                 |  |             |     |                   |      |             |  |         | (174                          | )       |  |                   |               |  | (174 | )      
|Changes in unrealized (loss) on securities available-for-sale, net of tax |  |                |  |              |    |                   |      |             |   |        |                               |        |  |                   |               |  | (9   | )       |  | (9     | )
|Shares issued in connection with private placement                        |  | 14              |  |              | 720 |                   |      |             |   |        |                               | 2,650   |  |                   |               |  |     |         |  | 3,370  |  
|Compensatory stock issued to non-employees                                |  |                |  |              |    |                   | 13    |             |   |        |                               | 26      |  |                   |               |  |     |         |  | 26     |  
|Exercise of stock options                                                 |  |                |  |              |    |                   | 255   |             |   | 3       |                               | 108     |  |                   |               |  |     |         |  | 111    |  
|                                                                          |  |                 |  |              |     |                   |       |             |   |         |                               |         |  |                    |               |  |      |         |  |        |  
|Balance, December 31, 2005                                                |  | 14              |  |              | 720 |                   | 5,851 |             | $ | 59      |                               | 56,597  |  | (58,160            | )             |  | (9   | )       |  | (793   | )
|                                                                          |  |                 |  |              |     |                   |       |             |   |         |                               |         |  |                    |               |  |      |         |  |        |  

See accompanying report of independent registered public accounting firm and notes to the
consolidated financial statements.



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CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)



|                                                                                                   |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|-------------------------------------------------------------------------------------------------- |  | ------------------------------- | ----- | - | ------------------ | ----- | - | ---- | ------ | - | ---- | ----- | - | ---- | ------ | -
|                                                                                                   |  | Seven Months Ended December 31, |       |   | Year Ended May 31, |      
|                                                                                                   |  | 2006                            |       |   | 2005               |       |   | 2006 |        |   | 2005 |       |   | 2004 |       
|                                                                                                   |  |                                 |       |   | (Unaudited)        |       |   |      |       
|Cash flows from operating activities:                                                              |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Loss from continuing operations                                                                    |  | $                               | (916  | ) |                    | (174  | ) |      | (181   | ) |      | (268  | ) |      | (390   | )
|Adjustments to reconcile loss from continuing operations to net cash used in operating activities: |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Depreciation and amortization                                                                      |  |                                 | 62    |   |                    | 51    |   |      | 87     |   |      | 96    |   |      | 107    |  
|Asset writedown  eye care memberships                                                             |  |                                 |      |   |                    |      |   |      | 63     |   |      |      |   |      |       |  
|Loss on impairment  investment in marketable securities                                           |  |                                 |      |   |                    |      |   |      | 17     |   |      | 118   |   |      |       |  
|Loss from software development                                                                     |  |                                 |      |   |                    |      |   |      | 123    |   |      |      |   |      |       |  
|Loss in connection with prepayment of note receivable                                              |  |                                 |      |   |                    |      |   |      |       |   |      |      |   |      | 20     |  
|Gain on sale of assets                                                                             |  |                                 | (2    | ) |                    |      |   |      |       |   |      |      |   |      |       |  
|Gain from property insurance claim                                                                 |  |                                 | (17   | ) |                    |      |   |      |       |   |      |      |   |      |       |  
|Amortization of deferred revenue                                                                   |  |                                 | (3    | ) |                    | (55   | ) |      | (58    | ) |      | (75   | ) |      |       |  
|Non cash expense  stock issued                                                                    |  |                                 | 22    |   |                    | 26    |   |      | 53     |   |      | 31    |   |      | 33     |  
|Compensation expense  stock options and warrants issued                                           |  |                                 | 57    |   |                    |      |   |      |       |   |      | 4     |   |      | 31     |  
|Changes in assets and liabilities:                                                                 |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Accounts receivable, net                                                                           |  |                                 | (10   | ) |                    | 64    |   |      | (40    | ) |      | 78    |   |      | (116   | )
|Accounts receivable  managed care reinsurance contract                                            |  |                                 |      |   |                    | (82   | ) |      | 372    |   |      | 181   |   |      | (199   | )
|Other current assets, restricted cash, and other assets                                            |  |                                 | 279   |   |                    | (354  | ) |      | (425   | ) |      | 9     |   |      | (4     | )
|Accounts payable and accrued liabilities                                                           |  |                                 | 2     |   |                    | (221  | ) |      | (23    | ) |      | (377  | ) |      | (270   | )
|Accrued claims payable                                                                             |  |                                 | (44   | ) |                    | 8     |   |      | (940   | ) |      | 83    |   |      | (456   | )
|Accrued reinsurance claims payable                                                                 |  |                                 | (10   | ) |                    | (58   | ) |      | (665   | ) |      | 8     |   |      | 66     |  
|Income taxes payable                                                                               |  |                                 | 2     |   |                    | 1     |   |      | 18     |   |      | 5     |   |      | 10     |  
|Other liabilities                                                                                  |  |                                 | 39    |   |                    |      |   |      |       |   |      |      |   |      |       |  
|                                                                                                   |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Net cash used in continuing operations                                                             |  |                                 | (539  | ) |                    | (794  | ) |      | (1,599 | ) |      | (107  | ) |      | (1,168 | )
|Net cash used in discontinued operations                                                           |  |                                 |      |   |                    | (55   | ) |      | (55    | ) |      | (151  | ) |      | (88    | )
|                                                                                                   |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Net cash used in continuing and discontinued operations                                            |  |                                 | (539  | ) |                    | (849  | ) |      | (1,654 | ) |      | (258  | ) |      | (1,256 | )
|Cash flows from investing activities:                                                              |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Net proceeds from sale of property and equipment                                                   |  |                                 | 2     |   |                    |      |   |      |       |   |      |      |   |      |       |  
|Proceeds from property insurance claim                                                             |  |                                 | 35    |   |                    |      |   |      |       |   |      |      |   |      |       |  
|Payment received on notes receivable                                                               |  |                                 | 10    |   |                    |      |   |      |       |   |      |      |   |      | 139    |  
|Additions to property and equipment, net                                                           |  |                                 | (160  | ) |                    | (10   | ) |      | (25    | ) |      | (45   | ) |      | (210   | )
|                                                                                                   |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Net cash used in investing activities                                                              |  |                                 | (113  | ) |                    | (10   | ) |      | (25    | ) |      | (45   | ) |      | (71    | )
|                                                                                                   |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Cash flows from financing activities:                                                              |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Proceeds from the issuance of common and preferred stock                                           |  |                                 | 785   |   |                    | 3,481 |   |      | 3,502  |   |      | 841   |   |      | 979    |  
|Repayment of other liabilities                                                                     |  |                                 | (53   | ) |                    | (29   | ) |      | (55    | ) |      | (52   | ) |      | (33    | )
|                                                                                                   |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Net cash provided by financing activities                                                          |  |                                 | 732   |   |                    | 3,452 |   |      | 3,447  |   |      | 789   |   |      | 946    |  
|                                                                                                   |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Net increase (decrease) in cash and cash equivalents                                               |  |                                 | 80    |   |                    | 2,593 |   |      | 1,768  |   |      | 486   |   |      | (381   | )
|Cash and cash equivalents at beginning of period                                                   |  |                                 | 5,463 |   |                    | 3,695 |   |      | 3,695  |   |      | 3,209 |   |      | 3,590  |  
|                                                                                                   |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Cash and cash equivalents at end of period                                                         |  | $                               | 5,543 |   |                    | 6,288 |   |      | 5,463  |   |      | 3,695 |   |      | 3,209  |  
|                                                                                                   |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Supplemental disclosures of cash flow information:                                                 |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Cash paid during the year for:                                                                     |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Interest                                                                                           |  | $                               | 98    |   |                    | 96    |   |      | 187    |   |      | 206   |   |      | 205    |  
|                                                                                                   |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Income taxes                                                                                       |  | $                               | 41    |   |                    | 33    |   |      | 60     |   |      | 48    |   |      | 92     |  
|                                                                                                   |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Noncash financing and investing activities:                                                        |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  
|Property acquired under capital leases                                                             |  | $                               | 34    |   |                    |      |   |      | 131    |   |      | 43    |   |      | 76     |  
|                                                                                                   |  |                                 |       |   |                    |       |   |      |        |   |      |       |   |      |        |  

See accompanying report of independent registered public accounting firm and notes to the
consolidated financial statements.



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NOTE 1  DESCRIPTION OF THE COMPANYS BUSINESS AND BASIS OF
PRESENTATION

Comprehensive Care Corporation (the
Company or CompCare) is a Delaware Corporation organized in 1969. Unless the context otherwise requires, all references to the Company include Comprehensive Behavioral Care, Inc. (CBC) and subsidiary
corporations. The Company, primarily through its wholly owned subsidiary, CBC, provides managed care services in the behavioral health and psychiatric fields, which is its only operating segment. The Company manages the delivery of a continuum of
psychiatric and substance abuse services to commercial, Medicare, Medicaid and CHIP members on behalf of employers, health plans, government organizations, third-party claims administrators, and commercial and other group purchasers of behavioral
healthcare services. The Company also provides prior and concurrent authorization for physician-prescribed psychotropic medications for a major Medicaid HMO in Indiana and Michigan. The managed care operations include administrative service
agreements, fee-for-service agreements, and capitation contracts. The customer base for its services includes both private and governmental entities. The Companys services are provided primarily by unrelated vendors on a subcontract basis.

The Companys Board of Directors approved on May 21, 2007 a change in the Companys fiscal year end from May 31 to
December 31, effective December 31, 2006. The purpose of the change is to align the Companys fiscal year end with that of Hythiam, which purchased a majority controlling interest in the Company through its purchase of Woodcliff in
January 2007 (see Note 20, Subsequent Events). In addition, a calendar year end will coincide with that of a new client that is estimated to provide approximately 41% of our annual revenues during the 2007 calendar year. The seven months
ended December 31, 2006 is the Companys transition period. The Companys new fiscal year began January 1, 2007 and will end December 31, 2007.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Comprehensive Care Corporation and its wholly owned subsidiaries. Significant inter-company accounts and transactions have been eliminated in
consolidation. Certain prior year amounts have been reclassified to conform to the current period presentation.

USE OF
ESTIMATES

The preparation of the consolidated financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

REVENUE RECOGNITION

The Companys managed care activities are performed under the terms of agreements with health maintenance organizations, preferred provider organizations, and other health plans or payers to provide contracted behavioral healthcare
services to subscribing participants. Revenue under a substantial portion of these agreements is earned monthly based on the number of qualified participants regardless of services actually provided (generally referred to as capitation
arrangements). The information regarding qualified participants is supplied by the Companys clients and the Company reviews membership eligibility records and other reported information to verify its accuracy to determine the amount of revenue
to be recognized. Such agreements accounted for 95.3%, or $9.8 million, of revenue for the seven months ended December 31, 2006 and 95.7%, or $14.6 million, of revenue for the seven months ended December 31, 2005. For the fiscal years
ended May 31, 2006, 2005, and 2004 such agreements accounted for 96.2%, or $23.0 million, 90.2%, or $22.1 million, and 85.5%, or $23.6 million respectively. The remaining balance of the Companys revenues is earned on a fee-for-service
basis and is recognized as services are rendered.

HEALTHCARE EXPENSE RECOGNITION

Healthcare operating expense is recognized in the period in which an eligible member actually receives services and includes an estimate of the cost of
behavioral health services that have been incurred but not yet reported. See Accrued Claims Payable for a discussion of claims incurred but not yet reported. The Company contracts with various healthcare providers including hospitals,
physician groups and other licensed behavioral healthcare professionals either on a discounted fee-for-service or a per-case basis. The Company determines that a member has received services when the Company receives a claim within the contracted
timeframe with all required billing elements correctly completed by the service provider. The Company then determines that the member is eligible to receive such services, the service provided is



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medically necessary and is covered by the benefit plans certificate of coverage, and the service is authorized by one of our employees. If all of these
requirements are met, the claim is entered into the Companys claims system for payment.

PREMIUM DEFICIENCIES

The Company accrues losses under its capitated contracts when it is probable that a loss has been incurred and the amount of the loss can
be reasonably estimated. The Company performs this loss accrual analysis on a specific contract basis taking into consideration such factors as future contractual revenue, projected future healthcare and maintenance costs, and each contracts
specific terms related to future revenue increases as compared to expected increases in healthcare costs. The projected future healthcare and maintenance costs are estimated based on historical trends and the Companys estimate of future cost
increases.

At any time prior to the end of a contract or contract renewal, if a capitated contract is not meeting its financial goals, the
Company generally has the ability to cancel the contract with 60 to 90 days written notice. Prior to cancellation, the Company will usually submit a request for a rate increase accompanied by supporting utilization data. Although the
Companys clients have historically been generally receptive to such requests, no assurance can be given that such requests will be fulfilled in the future in the Companys favor. If a rate increase is not granted, the Company has the
ability, in most cases, to terminate the contract and limit its risk to a short-term period.

On a quarterly basis, the Company performs a
review of its portfolio of contracts for the purpose of identifying loss contracts (as defined in the American Institute of Certified Public Accountants Audit and Accounting Guide  Health Care Organizations) and developing a contract loss
reserve, if applicable, for succeeding periods. During the seven months ended December 31, 2006, we identified one contract that was not meeting its financial goals and in May 2007, entered into an agreement to obtain a rate increase of
approximately 20% from the client. At December 31, 2006, we believe no contract loss reserve for future periods is necessary for this contract. Annual revenues from the contract are approximately $1.2 million.

CASH AND CASH EQUIVALENTS

At December 31, 2006 and May 31, 2006, cash in excess of daily requirements was invested in short-term, overnight investments. Such investments totaled $1.7 million and $1.0 million, respectively, and are
included in cash and cash equivalents in the accompanying consolidated balance sheets. At May 31, 2005, cash and cash equivalents consisted entirely of funds on deposit in savings and checking accounts at major financial institutions.

RESTRICTED CASH

At December 31, 2006, restricted cash of $1,000 represents the amount of deposits required under the terms of client contracts for the purpose of paying outstanding claims. At May 31, 2006, such deposits totaled $514,000, which
when combined with the Companys office lease security of $75,000, comprised the May 31, 2006 restricted cash balance of $589,000. All of the claims payment deposits required at May 31, 2006 were disbursed following the end of the
associated contracts, and the office lease deposit was returned to the Company in June 2006 subsequent to the end of the lease on May 31, 2006.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Expenditures for
renewals and improvements are capitalized to the property accounts. Replacements and maintenance and repairs that do not improve or extend the life of the respective assets are expensed as incurred. Depreciation expense is computed using the
straight-line method over the estimated useful lives ranging from 3 to 12 years. Leasehold improvements are amortized over the shorter of the lease term or the assets useful life. Amortization of assets acquired under capital leases is
included in depreciation expense. Depreciation and amortization expense was $62,000 and $51,000 for the seven months ended December 31, 2006 and 2005, respectively. For the fiscal years ended May 31, 2006, 2005 and 2004, depreciation and
amortization expense was $87,000, $96,000, and $107,000, respectively.



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GOODWILL

Goodwill represents the cost in excess of the fair value of net assets acquired in purchase transactions. Pursuant to SFAS No. 142, Goodwill and Other Intangible Assets, goodwill is not amortized but
is periodically evaluated for impairment to carrying amount, with decreases in carrying amount recognized immediately. The Company reviews goodwill for impairment annually, or more frequently if changes in circumstances or the occurrence of events
suggest impairment exists. The test for impairment of goodwill requires the Company to make estimates about fair value, which are based on projected future cash flows. The Company performed an impairment test as of December 31,
2006, May 31, 2006, and May 31, 2005 and determined that no impairment of goodwill had occurred as of such dates.

ACCRUED
CLAIMS PAYABLE

The accrued claims payable liability represents the estimated ultimate net amounts owed for
all behavioral healthcare services provided through the respective balance sheet dates, including estimated amounts for claims incurred but not yet reported (IBNR) to the Company. The unpaid claims liability is estimated using an
actuarial paid completion factor methodology and other statistical analyses and is continually reviewed and adjusted, if necessary, to reflect any change in the estimated liability. These estimates are subject to the effects of trends in utilization
and other factors. However, actual claims incurred could differ from the estimated accrued claims payable amount reported. Although considerable variability is inherent in such estimates, management believes that the unpaid claims liability is
adequate.

ACCRUED REINSURANCE CLAIMS PAYABLE

The accrued reinsurance claims payable liability represents amounts payable to providers under a state reinsurance program associated with the
Companys contract to provide behavioral healthcare services to members of a Connecticut HMO. The Companys contract with the HMO ended December 31, 2005. See Note 5 (1), Major Contracts/Customers.

INCOME TAXES

Under the asset
and liability method of SFAS No. 109, Accounting for Income Taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to net operating loss carryforwards and to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect of a change in tax rates on deferred tax assets or liabilities is recognized in the consolidated statements of operations in the period that included
the enactment. A valuation allowance is established for deferred tax assets unless their realization is considered more likely than not.

In June 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes. FIN 48 requires that companies
recognize in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods and disclosure. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. The Company adopted FIN 48 on January 1, 2007, the beginning
of its 2007 fiscal year, with no impact on its consolidated financial statements.

On January 12, 2007, the sale of Woodcliffs
majority interest in the Company to Hythiam constituted a change of ownership under IRS Section 382 rules, which impose limitations on the ability to deduct prior period net operating losses on current federal tax returns. In the
event that the Company has two or more ownership changes, Section 1.382-5(d) also describes a potential impact on the limitation for any losses attributable to the period preceding the earlier ownership change. The Company has determined that
the latest change of ownership does not change the limitation of approximately $400,000 per year for net operating losses incurred prior to June 14, 2005, the date of the first change in control. Furthermore, the Companys ability to use
net operating losses incurred between June 15, 2005 and January 11, 2007 is limited to approximately $490,000 per year. Net operating losses for periods prior to June 15, 2005 and for the subsequent period of June 15, 2005 to
January 11, 2007 may be deducted simultaneously subject to the applicable limitations. Any unused portion of such limitations can be carried forward to the following year. The Company may be subject to further limitation in the event that the
Company issues or agrees to issue substantial amounts of additional equity.



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STOCK OPTIONS

The Company issues stock options to its employees and non-employee directors (optionees) allowing optionees to purchase the Companys common stock pursuant to shareholder approved stock option plans.
Prior to June 1, 2006, as permitted by SFAS No. 148, Accounting for Stock-Based Compensation-Transitional Disclosure, the Company elected to follow Accounting Principles Board Opinion No. 25, (APB 25)
Accounting for Stock Issued to Employees and related interpretations in accounting for its employee stock options. Under APB 25, in the event that the exercise price of the Companys employee stock options is less than the market
price of the underlying stock on the date of grant, compensation expense is recognized. Because all options granted under the Companys employee stock option plans had an exercise price equal to the market value of the underlying common stock
on the date of grant, no stock-based employee compensation cost was reflected in net (loss) income.

Effective June 1, 2006, the
Company adopted SFAS No. 123(R), Share-Based Payment, using the modified prospective method, which requires companies to measure compensation cost for stock options issued to employees or non-employee directors at fair value on the
grant date and recognize compensation cost over the service period for those options expected to vest. The Company uses a Black-Scholes valuation model to determine the fair value of options on the grant date, which is the same model previously
utilized for footnote disclosures required under SFAS No. 148, Accounting for Stock-Based Compensation-Transitional Disclosure. The following table illustrates the effect on net loss and loss per share if the Company had applied the
fair value recognition provisions of SFAS No. 123R to stock-based employee compensation.



|                                                                                                                                    |  |                                                 |       |   |                           |   |       |      |  |   |       |   |  |   |       |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------- | ----- | - | ------------------------- | - | ----- | ---- |  | - | ----- | - |  | - | ----- | -
|                                                                                                                                    |  | Seven MonthsEndedDecember 31, 2005              |       |   | Fiscal Year Ended May 31, |  
|                                                                                                                                    |  | 2006                                            |       |   | 2005                      |   |       | 2004 | 
|                                                                                                                                    |  | (in thousands except for per share information) |      
|Net loss, as reported                                                                                                               |  | $                                               | (174  | ) |                           | $ | (181  | )    |  | $ | (268  | ) |  | $ | (777  | )
|Deduct:                                                                                                                             |  |                                                 |       |   |                           |   |       |      |  |   |       |   |  |   |       |  
|Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |  |                                                 | (82   | ) |                           |   | (212  | )    |  |   | (303  | ) |  |   | (172  | )
|                                                                                                                                    |  |                                                 |       |   |                           |   |       |      |  |   |       |   |  |   |       |  
|Pro forma net loss                                                                                                                  |  | $                                               | (256  | ) |                           | $ | (393  | )    |  | $ | (571  | ) |  | $ | (949  | )
|                                                                                                                                    |  |                                                 |       |   |                           |   |       |      |  |   |       |   |  |   |       |  
|Loss per common share:                                                                                                              |  |                                                 |       |   |                           |   |       |      |  |   |       |   |  |   |       |  
|Basic  as reported                                                                                                                 |  | $                                               | (0.03 | ) |                           | $ | (0.03 | )    |  | $ | (0.05 | ) |  | $ | (0.18 | )
|                                                                                                                                    |  |                                                 |       |   |                           |   |       |      |  |   |       |   |  |   |       |  
|Basic  pro forma                                                                                                                   |  | $                                               | (0.04 | ) |                           | $ | (0.07 | )    |  | $ | (0.12 | ) |  | $ | (0.22 | )
|                                                                                                                                    |  |                                                 |       |   |                           |   |       |      |  |   |       |   |  |   |       |  
|Diluted  as reported                                                                                                               |  | $                                               | (0.03 | ) |                           | $ | (0.03 | )    |  | $ | (0.05 | ) |  | $ | (0.18 | )
|                                                                                                                                    |  |                                                 |       |   |                           |   |       |      |  |   |       |   |  |   |       |  
|Diluted  pro forma                                                                                                                 |  | $                                               | (0.04 | ) |                           | $ | (0.07 | )    |  | $ | (0.12 | ) |  | $ | (0.22 | )
|                                                                                                                                    |  |                                                 |       |   |                           |   |       |      |  |   |       |   |  |   |       |  

The weighted average fair value of options granted during the seven months ended December 31,
2005 was $1.42. The weighted average fair values of options granted for the fiscal years ended May 31, 2006, 2005, and 2004 were $1.42, $0.93, and $1.31, respectively. For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options vesting period.



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PER SHARE DATA

In calculating basic loss per share, net loss is divided by the weighted average number of common shares outstanding for the period. For the periods
presented, diluted loss per share is equivalent to basic loss per share. The following table sets forth the computation of basic and diluted loss per share in accordance with Statement No. 128, Earnings Per Share:



|                                           |  |                                                      |       |   |                           |       |   |      |       |   |      |       |   |      |       |  
|------------------------------------------ |  | ---------------------------------------------------- | ----- | - | ------------------------- | ----- | - | ---- | ----- | - | ---- | ----- | - | ---- | ----- | -
|                                           |  | Seven Months EndedDecember 31,                       |       |   | Fiscal Year Ended May 31, |      
|                                           |  | 2006                                                 |       |   | 2005                      |       |   | 2006 |       |   | 2005 |       |   | 2004 |      
|                                           |  |                                                      |       |   | (Unaudited)               |       |   |      |       |   |      |       |   |      |      
|                                           |  | (Amounts in thousands, except per share information) |      
|Numerator:                                 |  |                                                      |       |   |                           |       |   |      |       |   |      |       |   |      |       |  
|Loss from continuing operations            |  | $                                                    | (916  | ) |                           | (174  | ) |      | (181  | ) |      | (268  | ) |      | (390  | )
|Loss from discontinued operations          |  |                                                      | (20   | ) |                           |      |   |      |      |   |      |      |   |      | (387  | )
|                                           |  |                                                      |       |   |                           |       |   |      |       |   |      |       |   |      |       |  
|Net loss - Common Stockholders             |  | $                                                    | (936  | ) |                           | (174  | ) |      | (181  | ) |      | (268  | ) |      | (777  | )
|                                           |  |                                                      |       |   |                           |       |   |      |       |   |      |       |   |      |       |  
|Denominator:                               |  |                                                      |       |   |                           |       |   |      |       |   |      |       |   |      |       |  
|Weighted average shares  basic            |  |                                                      | 6,445 |   |                           | 5,763 |   |      | 5,808 |   |      | 4,935 |   |      | 4,284 |  
|Effect of dilutive securities:             |  |                                                      |       |   |                           |       |   |      |       |   |      |       |   |      |       |  
|Employee stock options                     |  |                                                      |      |   |                           |      |   |      |      |   |      |      |   |      |      |  
|Warrants                                   |  |                                                      |      |   |                           |      |   |      |      |   |      |      |   |      |      |  
|                                           |  |                                                      |       |   |                           |       |   |      |       |   |      |       |   |      |       |  
|Weighted average shares  diluted          |  |                                                      | 6,445 |   |                           | 5,763 |   |      | 5,808 |   |      | 4,935 |   |      | 4,284 |  
|                                           |  |                                                      |       |   |                           |       |   |      |       |   |      |       |   |      |       |  
|Loss per common share  basic and diluted: |  |                                                      |       |   |                           |       |   |      |       |   |      |       |   |      |       |  
|Loss from continuing operations            |  | $                                                    | (0.14 | ) |                           | (0.03 | ) |      | (0.03 | ) |      | (0.05 | ) |      | (0.09 | )
|Loss from discontinued operations          |  |                                                      | (0.01 | ) |                           |      |   |      |      |   |      |      |   |      | (0.09 | )
|                                           |  |                                                      |       |   |                           |       |   |      |       |   |      |       |   |      |       |  
|Net loss                                   |  | $                                                    | (0.15 | ) |                           | (0.03 | ) |      | (0.03 | ) |      | (0.05 | ) |      | (0.18 | )
|                                           |  |                                                      |       |   |                           |       |   |      |       |   |      |       |   |      |       |  

FAIR VALUE OF FINANCIAL INSTRUMENTS

FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments requires disclosure of fair value
information about financial instruments for which it is practical to estimate that value.

For cash and cash equivalents, marketable
securities, restricted cash, and note receivable, the carrying amount approximates fair value. For long-term debt, the fair value is based on the estimated market price for the convertible debentures on the last day of the interim period and fiscal
year.

The carrying amounts and fair values of the Companys financial instruments at December 31, 2006 and May 31, 2006 and
2005 are as follows:



|                          |  |                        |  |           |  |                |  |           |  |                |  |          
|------------------------- |  | ---------------------- |  | --------- |  | -------------- |  | --------- |  | -------------- |  | ---------
|                          |  | December 31,           |  | May 31,  
|                          |  | 2006                   |  | 2006      |  | 2005          
|                          |  | CarryingAmount         |  | FairValue |  | CarryingAmount |  | FairValue |  | CarryingAmount |  | FairValue
|                          |  | (Amounts in thousands)
|Assets                    |  |                        |  |           |  |                |  |           |  |                |  |          
|Cash and cash equivalents |  | 5,543                  |  | 5,543     |  | 5,463          |  | 5,463     |  | 3,695          |  | 3,695    
|Marketable securities     |  | 1                      |  | 1         |  | 1              |  | 1         |  | 11             |  | 11       
|Restricted cash           |  | 1                      |  | 1         |  | 589            |  | 589       |  | 72             |  | 72       
|Note receivable           |  | 69                     |  | 69        |  | 79             |  | 79        |  |               |  |         
|Liabilities               |  |                        |  |           |  |                |  |           |  |                |  |          
|Long-term debt            |  | 2,244                  |  | 1,990     |  | 2,244          |  | 2,254     |  | 2,244          |  | 2,237    



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NOTE 3  LIQUIDITY

During the seven months ended December 31, 2006, cash and cash equivalents increased by $80,000. Net cash used by continuing operations amounted to
$539,000. Cash used in investing activities totaled $113,000, which is composed primarily of $160,000 in additions to property and equipment offset by $35,000 in proceeds from a property insurance claim. Cash provided by financing activities
consists primarily of $785,000 in net proceeds from the exercise of a Put Option to Woodcliff in exchange for 1,739,130 shares of our common stock in October of 2006. At December 31, 2006, cash and cash equivalents amounted to $5.5 million.
Management believes the Company has sufficient working capital to sustain current operations and meet the Companys current obligations during the next twelve months.

NOTE 4  SOURCES OF REVENUE

The
Companys revenue can be segregated into the following significant categories (amounts in thousands):



|                        |  |                                 |        |                            |   |        |  |      |        |      |   |        |  |   |       
|----------------------- |  | ------------------------------- | ------ | -------------------------- | - | ------ |  | ---- | ------ | ---- | - | ------ |  | - | ------
|                        |  | Seven Months Ended December 31, |        | Fiscal Years Ended May 31,
|                        |  | 2006                            |        | 2005                       |   | 2006   |  | 2005 |        | 2004
|                        |  |                                 |        | (unaudited)                |   |        |  |      |        |     
|Capitated contracts     |  | $                               | 9,829  |                            | $ | 14,618 |  | $    | 23,044 |      | $ | 22,062 |  | $ | 23,580
|Non-capitated contracts |  |                                 | 486    |                            |   | 649    |  |      | 912    |      |   | 2,411  |  |   | 4,003 
|                        |  |                                 |        |                            |   |        |  |      |        |      |   |        |  |   |       
|Total                   |  | $                               | 10,315 |                            | $ | 15,267 |  | $    | 23,956 |      | $ | 24,473 |  | $ | 27,583
|                        |  |                                 |        |                            |   |        |  |      |        |      |   |        |  |   |       

Capitated revenues include contracts under which the Company assumes the financial risk for the
costs of member behavioral healthcare services in exchange for a fixed, per member per month fee. For non-capitated contracts, the Company may manage behavioral healthcare programs or perform various managed care functions, such as clinical care
management, provider network development, and claims processing without assuming financial risk for member behavioral healthcare costs.

NOTE 5  MAJOR CONTRACTS/CUSTOMERS

(1) Effective December 31, 2005,
the Company experienced the loss of a major contract to provide behavioral healthcare services to the members of a Connecticut HMO. This HMO had been a customer since March 2001. The agreement represented approximately 21.9%, or $3.4 million of our
operating revenue for the seven months ended December 31, 2005, and 14.0%, or $3.4 million, 21.6%, or $5.3 million, and 13.7% or $3.8 million of the our operating revenue for the fiscal years ended May 31, 2006, 2005, and 2004,
respectively. Additionally, this contract provided that the Company, through its contract with this HMO, receive additional funds directly from a state reinsurance program for the purpose of paying providers. During the fiscal years ended 2006,
2005, and 2004 the Company filed reinsurance claims totaling approximately $1.2 million, $2.7 million, and $2.1 million, respectively. Such claims represent cost reimbursements and, as such, are not included in the reported operating revenues and
are accounted for as reductions of healthcare operating expenses. As of December 31, 2006, and May 31, 2006 and 2005, the Company reported $0, $0 and $372,000 as accounts receivablemanaged care reinsurance contracts, with $2.5
million, $2.5 million and $3.2 million, respectively, reported as accrued reinsurance claims payable in the accompanying consolidated balance sheets. The difference between the reinsurance receivable amount and the reinsurance payable amount is
related to timing differences between the authorization date, the date the money is received by the Company, and the date the money is paid to the provider. In certain cases, providers have submitted claims for authorized services having incorrect
service codes or otherwise incorrect information that has caused payment to be denied by the Company. In such cases, there are contractual and statutory provisions that allow the provider to appeal a denied claim. If there is no appeal received by
the Company within the prescribed amount of time, the Company may be required to remit the reinsurance funds back to the appropriate party. Accrued amounts for non-reinsurance claims incurred but not yet reported are estimated using methods similar
to that used for other existing contracts, and totaled approximately $77,000 as of May 31, 2006. At December 31, 2006, management believes no further unpaid claims remain, but has not reduced the claims liability since the statutory limits
have not expired relating to such claims.

(2) In January 2006 the Company received written notice from a Texas HMO client that the HMO had determined to
establish its own behavioral health unit and therefore was canceling services effective May 31, 2006. The Company had served commercial, Medicaid, and Childrens Health Insurance Program (CHIP) members under this contract,
which accounted for approximately 22.7%, or $5.4 million, 21.5%, or $5.2 million, and 14.5% or $4.0 million of the Companys operating revenues during the fiscal years ended May 31, 2006, 2005, and 2004, respectively. The HMO had been a
client of the Company since November 1998.



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(3) During its fiscal year ended May 31, 2006, the Company began providing behavioral health services to the members
of a Medicare Advantage HMO in the states of Maryland, Pennsylvania, and Texas. Revenues under the contracts accounted for $2.0 million, or 19.6%, $1.1 million, or 6.9%, and $2.3 million, or 9.5% of the Companys revenues for the seven months
ended December 31, 2006 and 2005, and the fiscal year ended May 31, 2006, respectively. The contracts are for an initial one-year term with automatic annual renewals unless either party provides notice of cancellation at least 90 days
prior to the expiration of the then current terms.

In general, the Companys contracts with its customers are typically for initial one-year terms,
with automatic annual extensions. Such contracts generally provide for cancellation by either party with 60 to 90 days written notice.

NOTE 6  ACCOUNTS RECEIVABLE

Accounts Receivable of $170,000 at
December 31, 2006, $153,000 at May 31, 2006, and $113,000 at May 31, 2005 consists of trade receivables resulting from services rendered under managed care capitation contracts. The following table summarizes changes in the
Companys allowance for doubtful accounts for the seven months ended December 31, 2006, and the fiscal years ended May 31, 2006 and 2005:



|                                     |  |                        |    |                            |   |                  |    |   |                      |     |   |                   |  
|------------------------------------ |  | ---------------------- | -- | -------------------------- | - | ---------------- | -- | - | -------------------- | --- | - | ----------------- | -
|                                     |  | BEGINNINGBALANCE       |    | ADDITIONSCHARGEDTO EXPENSE |   | DEDUCTIONS(a)(b) |    |   | WRITE-OFF OFACCOUNTS |     |   | BALANCEEND OFYEAR
|                                     |  | (Amounts in thousands)
|Seven months ended December 31, 2006 |  | $                      |   |                            | 6 |                  |   |   |                      |    |   |                   | 6
|Fiscal year ended May 31, 2006       |  | $                      | 5  |                            |  |                  | (4 | ) |                      | (1  | ) |                   | 
|Fiscal year ended May 31, 2005       |  | $                      | 10 |                            | 5 |                  |   |   |                      | (10 | ) |                   | 5

---

|(a) | Includes cash recoveries and reversals of reserves.
|--- | ---------------------------------------------------

|(b) | Excludes $153,000 at December 31, 2006, $89,000 at May 31, 2006, and $9,000 at May 31, 2005 of recoveries from accounts previously written off.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------

Recoveries are reflected on the Companys consolidated statements of operations as a reduction to the provision for
doubtful accounts.

NOTE 7  OTHER CURRENT ASSETS

Other current assets consist of the following:



|                                    |  |                        |     |             |     |             |    
|----------------------------------- |  | ---------------------- | --- | ----------- | --- | ----------- | ---
|                                    |  | December 31,2006       |     | May 31,2006 |     | May 31,2005
|                                    |  | (Amounts in thousands)
|Accounts receivable  other         |  | $                      | 44  |             | 17  |             | 38 
|Receivable from insurance claim (1) |  |                        | 250 |             |    |             |   
|Deposits                            |  |                        | 86  |             | 86  |             |   
|Prepaid insurance                   |  |                        | 125 |             | 133 |             | 311
|Note receivable (2)                 |  |                        | 25  |             | 24  |             |   
|Marketable securities               |  |                        | 1   |             | 1   |             | 11 
|Other prepaid fees and expenses     |  |                        | 261 |             | 216 |             | 132
|                                    |  |                        |     |             |     |             |    
|Total other current assets          |  | $                      | 792 |             | 477 |             | 492
|                                    |  |                        |     |             |     |             |    

---

|(1) | Amount represents proceeds due the Company under a life insurance policy. The Company is entitled to the insurance benefits as the result of a settlement of the Companys
claims against the seller of four corporations purchased in 1996. The proceeds were received in April 2007.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents the current portion of a promissory note received in July 2006 as settlement of a dispute between the Company and a software vendor that had been engaged
to design, but was unable to complete, a new managed care information system. The difference between the present value of the note and the Companys investment of approximately $200,000 was recorded in the accompanying consolidated statement of
operations as a loss from software development. The current portion of the receivable is a component of other current assets while the non-
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| | current portion of approximately $44,000 appears as a note receivable in the accompanying consolidated balance sheet at December 31, 2006.
| | ------------------------------------------------------------------------------------------------------------------------------------------

NOTE 8  OTHER ASSETS

Other assets consist of the following:



|                                      |  |                        |     |             |     |             |    
|------------------------------------- |  | ---------------------- | --- | ----------- | --- | ----------- | ---
|                                      |  | December 31,2006       |     | May 31,2006 |     | May 31,2005
|                                      |  | (Amounts in thousands)
|Deferred costs  eye care memberships |  | $                      | 62  |             | 62  |             | 125
|Deposits                              |  |                        | 49  |             | 51  |             | 98 
|Other deferred costs                  |  |                        | 92  |             | 90  |             | 106
|                                      |  |                        |     |             |     |             |    
|Total other assets                    |  | $                      | 203 |             | 203 |             | 329
|                                      |  |                        |     |             |     |             |    

NOTE 9  PROPERTY AND EQUIPMENT,
NET

Property and equipment, net, consists of the following:



|                                               |  |                        |        |   |             |        |   |             |        |  
|---------------------------------------------- |  | ---------------------- | ------ | - | ----------- | ------ | - | ----------- | ------ | -
|                                               |  | December 31,2006       |        |   | May 31,2006 |        |   | May 31,2005 |       
|                                               |  | (Amounts in thousands) |       
|Furniture and equipment                        |  | $                      | 2,294  |   |             | 2,257  |   |             | 2,936  |  
|Leasehold improvements                         |  |                        | 65     |   |             | 46     |   |             | 48     |  
|Capitalized leases                             |  |                        | 254    |   |             | 272    |   |             | 141    |  
|                                               |  |                        |        |   |             |        |   |             |        |  
|                                               |  |                        | 2,613  |   |             | 2,575  |   |             | 3,125  |  
|Less accumulated depreciation and amortization |  |                        | (2,236 | ) |             | (2,324 | ) |             | (2,741 | )
|                                               |  |                        |        |   |             |        |   |             |        |  
|Total property and equipment, net              |  | $                      | 377    |   |             | 251    |   |             | 384    |  
|                                               |  |                        |        |   |             |        |   |             |        |  

NOTE 10  DISCONTINUED OPERATIONS

Results for the fiscal year ended May 31, 2004 include a change in estimate resulting in a $387,000 charge recorded in August 2003 related to
hospital operations disposed of in prior years, which is included under discontinued operations in the accompanying consolidated financial statements. The charge primarily relates to settlement of the Companys Fiscal 1999 Medicare cost report
for its Aurora, Colorado facility that was sold by the Company during fiscal 1999. The settlement required the Company to repay $400,000 specific to fiscal 1999, less approximately $106,000 in Medicare refunds that were due the Company in connection
with its fiscal 1995 and 1996 Medicare cost report settlements for this same Aurora, Colorado hospital. The debt was satisfied by means of an installment payment plan, under which the final payment was made during fiscal 2006.

NOTE 11  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following:



|                                                |  |                        |       |             |       |             |      
|----------------------------------------------- |  | ---------------------- | ----- | ----------- | ----- | ----------- | -----
|                                                |  | December 31,2006       |       | May 31,2006 |       | May 31,2005
|                                                |  | (Amounts in thousands)
|Accounts payable                                |  | $                      | 156   |             | 289   |             | 189  
|Accrued salaries and wages                      |  |                        | 195   |             | 112   |             | 118  
|Accrued vacation                                |  |                        | 102   |             | 101   |             | 92   
|Accrued legal and audit                         |  |                        | 74    |             | 121   |             | 96   
|Short-term portion of capital lease obligations |  |                        | 49    |             | 69    |             | 52   
|Other accrued liabilities                       |  |                        | 625   |             | 506   |             | 763  
|                                                |  |                        |       |             |       |             |      
|Total accounts payable and accrued liabilities  |  | $                      | 1,201 |             | 1,198 |             | 1,310
|                                                |  |                        |       |             |       |             |      



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##### Table of Contents

NOTE 12  CAPITAL LEASES

The Company uses capital leases to finance the acquisition of certain computer and telephone equipment. Terms of the leases range from three to five years.



|                               |  |                        |     |             |   |             |  |   |    
|------------------------------ |  | ---------------------- | --- | ----------- | - | ----------- |  | - | ---
|                               |  | December 31,2006       |     | May 31,2006 |   | May 31,2005
|                               |  | (Amounts in thousands)
|Classes of property:           |  |                        |     |             |   |             |  |   |    
|Computer equipment             |  | $                      | 110 |             | $ | 89          |  | $ | 94 
|Telephone equipment            |  |                        | 144 |             |   | 183         |  |   | 47 
|                               |  |                        |     |             |   |             |  |   |    
|Total equipment cost           |  |                        | 254 |             |   | 272         |  |   | 141
|Less: accumulated depreciation |  |                        | 94  |             |   | 98          |  |   | 59 
|                               |  |                        |     |             |   |             |  |   |    
|Net book value                 |  | $                      | 160 |             | $ | 174         |  | $ | 82 
|                               |  |                        |     |             |   |             |  |   |    

Future minimum lease payments under the capital leases are as follows:



|                                                        |  |   |    
|------------------------------------------------------- |  | - | ---
|                                                        | 
|Year ended December 31, 2007                            |  | $ | 63 
|Year ended December 31, 2008                            |  |   | 45 
|Year ended December 31, 2009                            |  |   | 44 
|Year ended December 31, 2010                            |  |   | 30 
|Year ended December 31, 2011                            |  |   | 8  
|                                                        |  |   |    
|Total minimum lease payments                            |  |   | 190
|Less: amount representing interest                      |  |   | 32 
|                                                        |  |   |    
|Total obligations under capital leases                  |  |   | 158
|Less: current installments of capital lease obligations |  |   | 49 
|                                                        |  |   |    
|Longterm obligation under capital leases               |  | $ | 109
|                                                        |  |   |    

NOTE 13  LONG-TERM DEBT

Long-term debt consists of the following:



|                                                                                                                |  |                        |       |             |       |             |      
|--------------------------------------------------------------------------------------------------------------- |  | ---------------------- | ----- | ----------- | ----- | ----------- | -----
|                                                                                                                |  | December 31,2006       |       | May 31,2006 |       | May 31,2005
|                                                                                                                |  | (Amounts in thousands)
|71/2%
convertible subordinated debentures due April, 2010, interest payable semi-annually in April and October* |  | $                      | 2,244 |             | 2,244 |             | 2,244
|                                                                                                                |  |                        |       |             |       |             |      

---

|* | At December 31, 2006, the debentures are convertible into 15,051 shares of common stock at a conversion price of $149.09 per share.
|- | -----------------------------------------------------------------------------------------------------------------------------------

NOTE 14  INCOME TAXES

Provision for income taxes consists of the following (amounts in thousands):



|         |  |                                         |    |                            |    |      |    |      |    |      |    
|-------- |  | --------------------------------------- | -- | -------------------------- | -- | ---- | -- | ---- | -- | ---- | ---
|         |  | For the Seven Months Ended December 31, |    | Fiscal Years Ended May 31,
|         |  | 2006                                    |    | 2005                       |    | 2006 |    | 2005 |    | 2004
|         |  |                                         |    | (unaudited)                |    |      |    |      |    |     
|Current: |  |                                         |   |                            |   |      |   |      |   |      |   
|Federal  |  | $                                       | 43 |                            | 34 |      | 78 |      | 52 |      | 102
|         |  |                                         |    |                            |    |      |    |      |    |      |    
|State    |  | $                                       | 43 |                            | 34 |      | 78 |      | 52 |      | 102
|         |  |                                         |    |                            |    |      |    |      |    |      |    



39



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##### Table of Contents

Reconciliation between the provision for income tax and the amount computed by applying the statutory
Federal income tax rate (34%) to loss before income tax is as follows (amounts in thousands):



|                                                              |  |                                        |      |   |                            |     |   |      |     |   |      |     |   |      |      |  
|------------------------------------------------------------- |  | -------------------------------------- | ---- | - | -------------------------- | --- | - | ---- | --- | - | ---- | --- | - | ---- | ---- | -
|                                                              |  | For the Seven MonthsEnded December 31, |      |   | Fiscal Years Ended May 31, |    
|                                                              |  | 2006                                   |      |   | 2005                       |     |   | 2006 |     |   | 2005 |     |   | 2004 |     
|                                                              |  |                                        |      |   | (unaudited)                |     |   |      |     |   |      |     |   |      |     
|Income tax benefit at the statutory tax rate                  |  | $                                      | (303 | ) |                            | (35 | ) |      | (35 | ) |      | (73 | ) |      | (230 | )
|State income tax expense (benefit), net of federal tax effect |  |                                        | 4    |   |                            | 30  |   |      | 74  |   |      | (8  | ) |      | (26  | )
|Change in valuation allowance                                 |  |                                        | 351  |   |                            | (1  | ) |      | (16 | ) |      |    |   |      |     |  
|Non-deductible items                                          |  |                                        | (3   | ) |                            | 26  |   |      | 38  |   |      | 37  |   |      | 44   |  
|Benefit of net operating loss carryforward not recognized     |  |                                        |     |   |                            |    |   |      |    |   |      | 96  |   |      | 314  |  
|Other                                                         |  |                                        | (6   | ) |                            | 14  |   |      | 17  |   |      |    |   |      |     |  
|                                                              |  |                                        |      |   |                            |     |   |      |     |   |      |     |   |      |      |  
|                                                              |  | $                                      | 43   |   |                            | 34  |   |      | 78  |   |      | 52  |   |      | 102  |  
|                                                              |  |                                        |      |   |                            |     |   |      |     |   |      |     |   |      |      |  

Significant components of the Companys deferred tax assets are as follows:



|                                                       |  |                        |        |   |             |        |   |             |        |  
|------------------------------------------------------ |  | ---------------------- | ------ | - | ----------- | ------ | - | ----------- | ------ | -
|                                                       |  | December 31,2006       |        |   | May 31,2006 |        |   | May 31,2005 |       
|                                                       |  | (Amounts in thousands) |       
|Deferred Tax Assets:                                   |  |                        |        |   |             |        |   |             |        |  
|Net operating loss carryforwards                       |  |                        | 1,686  |   |             | 1,418  |   |             | 1,347  |  
|Accrued expenses                                       |  |                        | 102    |   |             | 50     |   |             | 78     |  
|Loss on impairmentinvestment in marketable securities |  |                        | 51     |   |             | 51     |   |             | 45     |  
|Employee benefits and options                          |  |                        | 39     |   |             | 38     |   |             | 35     |  
|Other, net                                             |  |                        |       |   |             | (30    | ) |             | 76     |  
|                                                       |  |                        |        |   |             |        |   |             |        |  
|Total Deferred Tax Assets                              |  |                        | 1,878  |   |             | 1,527  |   |             | 1,581  |  
|Valuation Allowance                                    |  |                        | (1,878 | ) |             | (1,527 | ) |             | (1,581 | )
|                                                       |  |                        |        |   |             |        |   |             |        |  
|Net Deferred Tax Assets                                |  | $                      |       |   |             |       |   |             |       |  
|                                                       |  |                        |        |   |             |        |   |             |        |  

At December 31, 2006, the Companys federal net operating loss carryforwards total
approximately $4.4 million resulting from losses incurred in the years ended May 31, 2002 through December 31, 2006, which expire in years 2022 through 2026. The Company may be unable to utilize some or all of its allowable tax deductions
or losses, depending upon factors including the availability of sufficient taxable income from which to deduct such losses during limited carryover periods. In June 2005, the Company completed a private placement transaction, which constituted a
change of ownership under IRS Section 382 rules. As a result, the Companys ability to use its net operating losses incurred prior to June 14, 2005 is limited to approximately $400,000 per year, with any unused portion to
be carried forward to the following year. The Company may be subject to further limitation in the event that the Company issues or agrees to issue substantial amounts of additional equity.

After consideration of all the evidence, both positive and negative, management has determined that a valuation allowance at December 31, 2006 and
May 31, 2006 and 2005 was necessary to fully offset the deferred tax assets based on the likelihood of future realization.

NOTE 15
 EMPLOYEE BENEFIT PLAN

The Company offers a 401(k) Plan (the Plan),
which is a defined contribution plan qualified under Section 401(k) of the Internal Revenue Code, for the benefit of its eligible employees. All full-time and part-time employees who have attained the age of 21 and have completed one thousand
hours of service are eligible to participate in the Plan. Each participant may contribute from 2% to 50% of his or her compensation to the Plan up to the annual maximum allowed amount, which was $15,000 during Calendar 2006, subject to limitations
on the highly compensated employees to ensure the Plan is non-discriminatory. Company contributions are discretionary and are determined by the Companys management. The Company did not make a matching contribution during the seven months ended
December 31, 2006 or during the 2006 and 2005 fiscal years. The Companys employer matching contributions were approximately $2,300 to the Plan in fiscal 2004.



40



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##### Table of Contents

NOTE 16  PREFERRED STOCK, COMMON
STOCK, AND STOCK OPTION PLANS

Preferred Stock

As of December 31, 2006, there were 4,340 remaining shares of preferred stock authorized and available to issue, and 14,400 outstanding shares of
Series A Preferred Stock. All outstanding shares were issued in June 2005 as a result of the sale of Series A Preferred Stock to Woodcliff for approximately $3.4 million in net cash proceeds. The Series A Preferred Stock is convertible into
4,235,328 shares of common stock at a conversion rate of 294.12 common shares for each preferred share. Woodcliff has the right to appoint the majority of the board of directors, has dividend and liquidation preferences, and anti-dilution
protection. In addition, the Company needs Woodcliffs consent for a sale or merger involving a material portion of its assets or business, any single or series of related transactions exceeding $500,000, and prior to incurring any debt in
excess of $200,000. As discussed in Note 1, Description of the Companys Business and Basis of Presentation, and Note 20, Subsequent Events, on January 12, 2007, Hythiam acquired control of a majority of the voting
stock of the Company through its acquisition of Woodcliff.

The company is authorized to issue shares of Preferred Stock, $50.00 par value,
in one or more series, each series to have such designation and number of shares as the Board of Directors may fix prior to the issuance of any shares of such series. Each series may have such preferences and relative participation, optional or
special rights with such qualifications, limitations or restrictions stated in the resolution or resolutions providing for the issuance of such series as may be adopted from time to time by the Board of Directors prior to the issuance of any such
series.

Common Stock

Authorized
shares of common stock reserved for possible issuance for convertible debentures, convertible preferred stock, stock options, and warrants are as follows at December 31, 2006:



|                                                  |  |          
|------------------------------------------------- |  | ---------
|Convertible debentures(a)                         |  | 15,051   
|Convertible preferred stock(b)                    |  | 4,235,328
|Outstanding stock options(c)                      |  | 1,308,707
|Outstanding warrants(d)                           |  | 406,000  
|Possible future issuance under stock option plans |  | 1,075,836
|                                                  |  |          
|Total                                             |  | 7,040,922
|                                                  |  |          

---

|(a) | The debentures are convertible into 15,051 shares of common stock at a conversion price of $149.09 per share.
|--- | -------------------------------------------------------------------------------------------------------------

|(b) | The Series A Convertible Preferred Stock is convertible into 4,235,328 shares of common stock at a conversion rate of 294.12 common shares for each preferred share.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Options to purchase common stock of the Company have been issued to employees and non-employee Board of Director members with exercise prices ranging from $.25 to $4.00.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Warrants to purchase common stock of the Company have been issued to certain individuals or vendors in exchange for consulting services. All such warrants were issued in lieu of
cash compensation and have five-year terms with exercise prices ranging from $1.09 to $5.00.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Stock Option Plans

The Company issues stock options to its employees and non-employee directors (optionees) allowing optionees to purchase the Companys
common stock pursuant to shareholder-approved stock option plans. The Company currently has two active incentive plans, the 1995 Incentive Plan and the 2002 Incentive Plan (collectively, the Plans), that provide for the granting of stock
options, stock appreciation rights, limited stock appreciation rights, and restricted stock grants to eligible employees and consultants to the Company. Grants issued under the Plans may qualify as incentive stock options (ISOs) under
Section 422A of the Internal Revenue Code. Options for ISOs may be granted for terms of up to ten years and are generally exercisable in cumulative increments of 50% each six months. Options for non-statutory stock options (NSOs)
may be granted for terms of up to 13 years. The exercise price for ISOs must equal or exceed the fair market value of the shares on the date of grant, and 65% in the case of other options. The Plans also provide for the full vesting of all
outstanding options under certain change of control events. The maximum number of shares authorized for issuance is 1,000,000 under the 2002 Incentive Plan and 1,000,000 under the 1995 Incentive Plan. As of December 31, 2006, under the



41



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##### Table of Contents

2002 Incentive Plan, there were 480,000 options available for grant and there were 490,000 options outstanding, of which 440,000 were exercisable.
Additionally, as of December 31, 2006, under the 1995 Incentive Plan, there were 512,875 options outstanding and exercisable. There are no further options available for grant under the 1995 Incentive Plan.

The Company also has a non-qualified stock option plan for its outside directors (the Directors Plan). Each non-qualified stock option
is exercisable at a price equal to the common stocks fair market value as of the date of grant. Prior to amendment in February 2006, the Plan awarded initial grants vesting in 25% increments beginning on the first anniversary of the date of
grant, and annual grants vesting 100% as of the first annual meeting of stockholders following the date of grant, provided the individual remained a director as of those dates. Subsequent to amendment, outside directors receive an initial grant upon
joining the Board and annual grants at each annual meeting of stockholders beginning with the 2006 annual meeting, each vesting in 20% increments beginning on the first anniversary of the date of grant, provided the director continues to serve on
the Board on those dates. As further amended with the Boards and shareholder approval, the maximum number of shares authorized for issuance under the Directors Plan was increased from 250,000 to 1,000,000, and non-employee directors
serving as of the amendment date were granted a one-time award of 25,000 options. As of December 31, 2006, under the Directors Plan, there were 595,836 shares available for option grants and there were 305,832 options outstanding, of
which 73,332 options were exercisable.

A summary of activity for the seven months ended December 31, 2006 is as follows:



|                                 |  |           |   |  |                               |      |                                           |      |                          |   |        
|-------------------------------- |  | --------- | - |  | ----------------------------- | ---- | ----------------------------------------- | ---- | ------------------------ | - | -------
|Options                          |  | Shares    |   |  | Weighted-AverageExercisePrice |      | Weighted-AverageRemainingContractual Term |      | AggregateIntrinsic Value
|Outstanding at June 1, 2006      |  | 1,186,407 |   |  | $                             | 1.36 |                                           |      |                          |   |        
|Granted                          |  | 125,000   |   |  |                               | 1.88 |                                           |      |                          |   |        
|Exercised                        |  |          |   |  |                               |     |                                           |      |                          |   |        
|Forfeited or expired             |  | (2,700    | ) |  |                               | 1.15 |                                           |      |                          |   |        
|                                 |  |           |   |  |                               |      |                                           |      |                          |   |        
|Outstanding at December 31, 2006 |  | 1,308,707 |   |  | $                             | 1.41 |                                           | 6.13 |                          | $ | 834,432
|                                 |  |           |   |  |                               |      |                                           |      |                          |   |        
|Exercisable at December 31, 2006 |  | 1,026,207 |   |  | $                             | 1.29 |                                           | 5.23 |                          | $ | 777,249

The following table summarizes information about options granted, exercised, and vested for the
seven months ended December 31, 2006 and 2005 and for the fiscal years ended May 31, 2006, 2005, and 2004.



|                                           |  |                                |         |                    |   |         |  |      |         |      |   |         |  |   |        
|------------------------------------------ |  | ------------------------------ | ------- | ------------------ | - | ------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|                                           |  | Seven Months EndedDecember 31, |         | Year Ended May 31,
|                                           |  | 2006                           |         | 2005               |   | 2006    |  | 2005 |         | 2004
|                                           |  |                                |         | (unaudited)        |   |         |  |      |         |     
|Options granted                            |  |                                | 125,000 |                    |   | 189,666 |  |      | 314,666 |      |   | 250,866 |  |   | 161,666
|Weighted-average grant-date fair value     |  | $                              | 1.31    |                    | $ | 1.42    |  | $    | 1.42    |      | $ | 0.93    |  | $ | 1.31   
|Options exercised                          |  |                                |        |                    |   | 255,833 |  |      | 282,166 |      |   | 116,500 |  |   | 16,500 
|Total intrinsic value of exercised options |  |                                |        |                    | $ | 375,087 |  | $    | 411,009 |      | $ | 91,166  |  | $ | 21,655 
|Fair value of vested options               |  | $                              | 59,268  |                    | $ | 42,084  |  | $    | 187,033 |      | $ | 324,237 |  | $ | 175,692

Stock options were granted to board of director members and certain employees during the seven
months ended December 31, 2006 and 2005 and fiscal years ended May 31, 2006, 2005 and 2004. Options exercised during the seven months ended December 31, 2006 and 2005 and fiscal years ended May 31, 2006, 2005, and 2004 were 0,
255,833, 282,166, 116,500 and 16,500 respectively. Total intrinsic value of exercised options during the seven months ended December 31, 2006 and 2005 and fiscal years ended May 31, 2006, 2005, and 2004 was $0, $375,087, $411,009, $91,166
and $21,655 respectively.

At December 31, 2006, there was approximately $344,000 of total unrecognized compensation cost related to
unvested options, which is expected to be recognized over a weighted-average period of 3.58 years. Total recognized compensation costs during the seven months ended December 31, 2006 were $57,000. No compensation cost related to employees was
recognized prior to June 1, 2006. The Company recognized approximately $19,000 of tax benefits



42



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##### Table of Contents

attributable to stock-based compensation expense recorded during the seven months ended December 31, 2006. This benefit was fully offset by a valuation
allowance of the same amount due to the likelihood of future realization.

The following table lists the assumptions utilized in applying
the Black-Scholes valuation model. The Company uses historical data to estimate the expected term of the option. Expected volatility is based on the historical volatility of the Companys traded stock. The Company has not declared dividends in
the past nor does it expect to do so in the near future, and as such it assumes no expected dividend. The risk-free rate is based on the U.S. Treasury yield curve with the same expected term as that of the option at the time of grant.



|                                                                             |  |                                 |   |  |                           |   |  |       |   |  |      |   |  |             |  
|---------------------------------------------------------------------------- |  | ------------------------------- | - |  | ------------------------- | - |  | ----- | - |  | ---- | - |  | ----------- | -
|                                                                             |  | Seven Months Ended December 31, |   |  | Fiscal Year Ended May 31, |  
|                                                                             |  | 2006                            |   |  | 2005                      |   |  | 2006  |   |  | 2005 |   |  | 2004        |  
|                                                                             |  |                                 |   |  | (unaudited)               |   |  |       |   |  |      |   |  |             |  
|Volatility factor of the expected market price of the Companys common stock |  | 93.0                            | % |  | 103.1                     | % |  | 100.8 | % |  | 95.0 | % |  | 95.0        | %
|Expected life (in years) of the options                                      |  | 5                               |   |  | 5                         |   |  | 5     |   |  | 5    |   |  | 3, 4, and 5 |  
|Risk-free interest rate                                                      |  | 4.6                             | % |  | 4.4                       | % |  | 4.5   | % |  | 3.9  | % |  | 3.6         | %
|Dividend yield                                                               |  | 0                               | % |  | 0                         | % |  | 0     | % |  | 0    | % |  | 0           | %

A summary of the Companys stock option activity and related information for the fiscal years ended
May 31 and the seven months ended December 31, 2006 is as follows:



|                                    |  |           |   |  |                               |     
|----------------------------------- |  | --------- | - |  | ----------------------------- | ----
|                                    |  | Shares    |   |  | WeightedAverageExercise Price
|Outstanding as of May 31, 2003      |  | 1,109,224 |   |  | $                             | 0.88
|Granted                             |  | 161,666   |   |  |                               | 1.91
|Exercised                           |  | (16,500   | ) |  |                               | 0.47
|Forfeited                           |  | (25,000   | ) |  |                               | 1.86
|                                    |  |           |   |  |                               |     
|Outstanding as of May 31, 2004      |  | 1,229,390 |   |  | $                             | 1.00
|                                    |  |           |   |  |                               |     
|Granted                             |  | 250,866   |   |  |                               | 1.25
|Exercised                           |  | (116,500  | ) |  |                               | 0.55
|Forfeited                           |  | (19,800   | ) |  |                               | 1.97
|                                    |  |           |   |  |                               |     
|Outstanding as of May 31, 2005      |  | 1,343,956 |   |  | $                             | 1.08
|                                    |  |           |   |  |                               |     
|Granted                             |  | 314,666   |   |  |                               | 1.82
|Exercised                           |  | (282,166  | ) |  |                               | 0.47
|Forfeited                           |  | (190,049  | ) |  |                               | 1.41
|                                    |  |           |   |  |                               |     
|Outstanding as of May 31, 2006      |  | 1,186,407 |   |  | $                             | 1.36
|                                    |  |           |   |  |                               |     
|Granted                             |  | 125,000   |   |  |                               | 1.88
|Exercised                           |  |          |   |  |                               |    
|Forfeited                           |  | (2,700    | ) |  |                               | 1.15
|                                    |  |           |   |  |                               |     
|Outstanding as of December 31, 2006 |  | 1,308,707 |   |  | $                             | 1.41
|                                    |  |           |   |  |                               |     



43



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##### Table of Contents

A summary of options outstanding and exercisable as of December 31, 2006 is as follows:



| |           |                     |   |                     |  |                                  |      |                                          |      |                    |           |                                                     |   |      | 
| | --------- | ------------------- | - | ------------------- |  | -------------------------------- | ---- | ---------------------------------------- | ---- | ------------------ | --------- | --------------------------------------------------- | - | ---- | 
| |           | Options Outstanding |   | Exercise PriceRange |  | Weighted- Average Exercise Price |      | Weighted-AverageRemainingContractualLife |      | OptionsExercisable |           | Weighted-AverageExercise Priceof ExercisableOptions
| | 199,000   |                     | $ | 0.25 - $0.39        |  | $                                | 0.26 |                                          | 3.65 |                    | 199,000   |                                                     | $ | 0.26
| | 281,250   |                     | $ | 0.51 - $0.61        |  | $                                | 0.55 |                                          | 3.53 |                    | 281,250   |                                                     | $ | 0.55
| | 172,833   |                     | $ | 1.00 - $ 1.45       |  | $                                | 1.32 |                                          | 7.42 |                    | 170,333   |                                                     | $ | 1.32
| | 409,499   |                     | $ | 1.60 - $ 1.85       |  | $                                | 1.78 |                                          | 8.75 |                    | 211,999   |                                                     | $ | 1.75
| | 149,500   |                     | $ | 1.95 - $ 2.45       |  | $                                | 2.03 |                                          | 8.40 |                    | 67,000    |                                                     | $ | 2.11
| | 96,625    |                     | $ | 3.5625 - $ 4.00     |  | $                                | 3.95 |                                          | 1.95 |                    | 96,625    |                                                     | $ | 3.95
| |           |                     |   |                     |  |                                  |      |                                          |      |                    |           |                                                     |   |     
| | 1,308,707 |                     | $ | 0.25 - $4.00        |  | $                                | 1.41 |                                          | 6.13 |                    | 1,026,207 |                                                     | $ | 1.29
| |           |                     |   |                     |  |                                  |      |                                          |      |                    |           |                                                     |   |      | 

Warrants

The Company periodically issues warrants to purchase common stock as compensation for the services of consultants and marketing employees. Of the 406,000 warrants outstanding at December 31, 2006, 306,000 were
issued in February of 2005 to two consultants and two employees as compensation for introducing strategic business partners to the Company. Such partners were responsible for the infusion of approximately $776,000 in cash to the Company in February
and March 2005 in a private placement of the Companys common stock. All such warrants have five-year terms. Valuation using the Black-Scholes pricing model was based on the following information:



|                                                                             |  |   |         |  
|---------------------------------------------------------------------------- |  | - | ------- | -
|Number of warrants                                                           |  |   | 306,000 |  
|Exercise price                                                               |  | $ | 1.25    |  
|Volatility factor of the expected market price of the Companys common stock |  |   | 95.0    | %
|Expected life of the warrants                                                |  |   | 3 years |  
|Risk-free interest rate                                                      |  |   | 3.9     | %
|Dividend yield                                                               |  |   | 0.0     | %
|Warrant valuation (in thousands)                                             |  | $ | 234     |  

No warrants were issued during the period June 1 thru December 31, 2006, or the year
ended May 31, 2006.

NOTE 17  COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases certain office
space and equipment. The Texas office lease contains escalation clauses based on the Consumer Price Index and provisions for payment of real estate taxes, insurance, and maintenance and repair expenses. Total rental expense for all operating leases
was $210,000 and $261,000 for the seven months ended December 31, 2006 and 2005, respectively. For the fiscal years ended May 31, 2006, 2005, and 2004, total rental expense was $0.5 million, $0.6 million, and $0.6 million, respectively.

Future minimum payments, by year and in the aggregate, under non-cancelable operating leases with initial or remaining terms of one year
or more, consist of the following at December 31, 2006:



|                             |  |                        |    
|---------------------------- |  | ---------------------- | ---
|Calendar Year                |  | Operating Leases      
|                             |  | (Amounts in thousands)
|2007                         |  | $                      | 310
|2008                         |  |                        | 278
|                             |  |                        |    
|Total minimum lease payments |  | $                      | 588
|                             |  |                        |    

The above does not include rent payments related to the Companys use of space within the
offices of its major Indiana client, which is not subject to a written lease agreement.



44



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##### Table of Contents

Other Commitments and Contingencies



|(1) | In connection with the Companys new Indiana contract that started January 1, 2007, the Company is required to maintain a performance bond in the amount of $1,000,000. In
addition, a $25,000 performance bond is maintained in relation to a Third Party Administrator license in Maryland.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Related to the Companys discontinued hospital operations, Medicare guidelines allow the Medicare fiscal intermediary to re-open previously filed cost reports. The
Companys fiscal 1999 cost report, the final year the Company was required to file a cost report, is being reviewed, in which case the intermediary may determine that additional amounts are due to or from Medicare. Management believes cost
reports for fiscal years prior to fiscal 1999 are closed and considered final.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | The Company is actively marketing eye care memberships it acquired in November 2004. As of December 31, 2006 none of the memberships had been sold. At May 31, 2006, the
Company recorded a valuation reserve of 50%, or $62,500, to reduce the carrying value of the memberships to managements best estimate of recoverable value. Our marketing efforts have continued during calendar 2007 but have yet to result in
sales of the memberships. At May 31, 2007, a further valuation reserve was recorded to reduce the remaining carrying value to zero.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | The Company has insurance for a broad range of risks as it relates to its business operations. The Company maintains managed care errors and omissions, professional and general
liability coverage. These policies are written on a claims-made basis and are subject to a $100,000 per claim self-insured retention. The managed care errors and omissions and professional liability policies include limits of liability of $1 million
per claim and $3 million in the aggregate. The general liability has a limit of liability of $5 million per claim and $5 million in the aggregate. The Company is responsible for claims within the self-insured retentions or if the policy limits are
exceeded. Management is not aware of any claims that could have a material adverse impact on the Companys consolidated financial statements.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | On January 12, 2007, the members of Woodcliff sold their outstanding membership interests in Woodcliff to Hythiam (see Note 20, Subsequent Events). The change in
membership interest of Woodcliff resulted in the resignation of three existing Company board members formerly nominated by Woodcliff, and the appointment of three new board members by Hythiam. The acquisition by Hythiam of the Woodcliff membership
interests constitutes a change of control pursuant to the terms of the Companys employment agreement with its Chief Executive Officer (CEO), which would entitle the CEO to be paid a severance benefit equal to
twenty-four months base salary totaling $410,000 if she elects to terminate, at her sole discretion, her employment at any time within one year following the change in control.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | Two class action lawsuits and a complaint have been filed against the Company in the Delaware Court of Chancery. Until the actions are withdrawn or settled, the Company may incur
further legal defense fees and may be subject to awards of plaintiffs attorney fees or other fees, the amounts of which are not estimable. See Part I, Item 3, Legal Proceedings for a description of these matters.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 18  RELATED PARTY TRANSACTIONS

In August 2005, the Companys principal operating subsidiary, CBC, entered into a marketing agreement with Health Alliance Network, Inc.
(HAN) whereby CBC appointed HAN as its primary representative and marketing agent for commercial business. Two shareholders of HAN held membership interests in Woodcliff, the owner of a controlling interest in the Company. On
January 12, 2007, the members of Woodcliff sold 100% of their outstanding membership interests in Woodcliff to Hythiam, as described in Note 20, Subsequent Events. For the seven months ended December 31, 2006 and the year ended
May 31, 2006, CBC paid HAN $33,000 and $229,000, respectively, under this agreement.

In February 2006, CBC entered into an agreement
with Hythiam whereby CBC would have the exclusive right to market Hythiams substance abuse disease management program to its current and certain mutually agreed upon prospective clients. The program is an integrated disease management approach
designed to offer less restrictive levels of care in order to minimize repeat detoxifications. Under the agreement, CBC will pay Hythiam license and service fees for each enrollee who is treated. As of December 31, 2006, there had been no
material transactions resulting from this agreement. On January 12, 2007, Hythiam acquired 100% of the outstanding membership interests of Woodcliff, the owner of a controlling interest in the Company.



45



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NOTE 19  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)



|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  
|--------------------------------------------------------- | --------------------------------------------- | ------------------- | ----- | ---- | -------------------- | ----- | ---- | ------------------ | ----- | - | ---------------- | ------ | -
|PERIOD JUNE 1 THROUGH
DECEMBER 31, 2006                   |                                               | QuarterEnded8/31/06 |       |      | QuarterEnded11/30/06 |       |      | MonthEnded12/31/06 |       |   | Seven MonthTotal |       
|                                                          | (Amounts in thousands, except per share data) |                    
|                                                          |                                               |                     |       |     
|Operating revenues                                        |                                               | $                   | 4,036 |      |                      | 4,646 |      |                    | 1,633 |   |                  | 10,315 |  
|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  
|Gross profit                                              |                                               |                     | 418   |      |                      | 202   |      |                    | (18   | ) |                  | 602    |  
|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  
|General and administrative expenses                       |                                               |                     | 762   |      |                      | 727   |      |                    | 278   |   |                  | 1,767  |  
|(Recovery of) provision for doubtful accounts             |                                               |                     | (138  | )(a) |                      | 3     |      |                    | (1    | ) |                  | (136   | )
|Depreciation and amortization                             |                                               |                     | 23    |      |                      | 29    |      |                    | 10    |   |                  | 62     |  
|Other expense (income)                                    |                                               |                     | 23    |      |                      | (246  | )(b) |                    | 5     |   |                  | (218   | )
|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  
|Loss from continuing operations before income taxes       |                                               |                     | (252  | )    |                      | (311  | )    |                    | (310  | ) |                  | (873   | )
|Income tax expense                                        |                                               |                     | 23    |      |                      | 15    |      |                    | 5     |   |                  | 43     |  
|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  
|Net loss from continuing operations                       |                                               | $                   | (275  | )    |                      | (326  | )    |                    | (315  | ) |                  | (916   | )
|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  
|Loss from discontinued operations                         |                                               |                     |      |      |                      | 20    |      |                    |      |   |                  | 20     |  
|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  
|Net loss                                                  |                                               | $                   | (275  | )    |                      | (346  | )    |                    | (315  | ) |                  | (936   | )
|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  
|                                                          |                                               |                     |       |     
|Basic loss per common share for continuing operations     |                                               | $                   | (0.05 | )    |                      | (0.05 | )    |                    | (0.04 | ) |                  | (0.14  | )
|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  
|Basic loss per common share for discontinued operations   |                                               |                     |      |      |                      | (0.00 | )    |                    |      |   |                  | (0.01  | )
|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  
|Net loss                                                  |                                               | $                   | (0.05 | )    |                      | (0.05 | )    |                    | (0.04 | ) |                  | (0.15  | )
|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  
|                                                          |                                               |                     |       |     
|Diluted loss per common share for continuing operations   |                                               | $                   | (0.05 | )    |                      | (0.05 | )    |                    | (0.04 | ) |                  | (0.14  | )
|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  
|Diluted loss per common share for discontinued operations |                                               |                     |      |      |                      | (0.00 | )    |                    |      |   |                  | (0.01  | )
|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  
|Net loss                                                  |                                               | $                   | (0.05 | )    |                      | (0.05 | )    |                    | (0.04 | ) |                  | (0.15  | )
|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  
|                                                          |                                               |                     |       |     
|Weighted Average Common Shares Outstanding  basic        |                                               |                     | 5,902 |      |                      | 6,582 |      |                    | 7,655 |   |                  | 6,445  |  
|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  
|Weighted Average Common Shares Outstanding  diluted      |                                               |                     | 5,902 |      |                      | 6,582 |      |                    | 7,655 |   |                  | 6,445  |  
|                                                          |                                               |                     |       |      |                      |       |      |                    |       |   |                  |        |  

---

|(a) | Includes a $150,000 recovery of an account written off in 1999.
|--- | ---------------------------------------------------------------

|(b) | Includes recognition of $250,000 of insurance policy proceeds due the Company.
|--- | ------------------------------------------------------------------------------



|                                                             |                                               |               |       |          |                   |        |         |  |        |         |  |       |     |  |        |  
|------------------------------------------------------------ | --------------------------------------------- | ------------- | ----- | -------- | ----------------- | ------ | ------- |  | ------ | ------- |  | ----- | --- |  | ------ | -
|FISCAL 2006                                                  |                                               | Quarter Ended |       |          | Fiscal Year Total |       
|                                                             | 8/31/05                                       |               |       | 11/30/05 |                   |        | 2/28/06 |  |        | 5/31/06 |  |      
|                                                             | (Amounts in thousands, except per share data) |              
|Operating revenues                                           |                                               | $             | 6,301 |          |                   | 6,756  |         |  | 5,585  |         |  | 5,314 |     |  | 23,956 |  
|                                                             |                                               |               |       |          |                   |        |         |  |        |         |  |       |     |  |        |  
|Gross profit                                                 |                                               |               | 583   |          |                   | 979    |         |  | 1,006  |         |  | 826   | (e) |  | 3,394  |  
|                                                             |                                               |               |       |          |                   |        |         |  |        |         |  |       |     |  |        |  
|General and administrative expenses                          |                                               |               | 876   | (c)      |                   | 829    |         |  | 768    |         |  | 843   |     |  | 3,316  |  
|(Recovery of) provision for doubtful accounts                |                                               |               | (34   | )        |                   | (2     | )       |  | (55    | )       |  | 3     |     |  | (88    | )
|Depreciation and amortization                                |                                               |               | 22    |          |                   | 22     |         |  | 21     |         |  | 22    |     |  | 87     |  
|Other expense                                                |                                               |               | 5     |          |                   | 5      |         |  | 127    | (d)     |  | 45    |     |  | 182    |  
|                                                             |                                               |               |       |          |                   |        |         |  |        |         |  |       |     |  |        |  
|(Loss) income from continuing operations before income taxes |                                               |               | (286  | )        |                   | 125    |         |  | 145    |         |  | (87   | )   |  | (103   | )
|Income tax expense                                           |                                               |               | 11    |          |                   | 17     |         |  | 16     |         |  | 34    |     |  | 78     |  
|                                                             |                                               |               |       |          |                   |        |         |  |        |         |  |       |     |  |        |  
|Net (loss) income from continuing operations                 |                                               | $             | (297  | )        |                   | 108    |         |  | 129    |         |  | (121  | )   |  | (181   | )
|                                                             |                                               |               |       |          |                   |        |         |  |        |         |  |       |     |  |        |  
|Basic (loss) income per common share                         |                                               | $             | (0.05 | )        |                   | 0.02   |         |  | 0.02   |         |  | (0.02 | )   |  | (0.03  | )
|                                                             |                                               |               |       |          |                   |        |         |  |        |         |  |       |     |  |        |  
|Diluted (loss) income per common share                       |                                               | $             | (0.05 | )        |                   | 0.01   |         |  | 0.01   |         |  | (0.02 | )   |  | (0.03  | )
|                                                             |                                               |               |       |          |                   |        |         |  |        |         |  |       |     |  |        |  
|Weighted Average Common Shares Outstanding  basic           |                                               |               | 5,682 |          |                   | 5,815  |         |  | 5,851  |         |  | 5,883 |     |  | 5,808  |  
|                                                             |                                               |               |       |          |                   |        |         |  |        |         |  |       |     |  |        |  
|Weighted Average Common Shares Outstanding  diluted         |                                               |               | 5,682 |          |                   | 10,591 |         |  | 10,443 |         |  | 5,883 |     |  | 5,808  |  
|                                                             |                                               |               |       |          |                   |        |         |  |        |         |  |       |     |  |        |  

|(c) | Includes $69,000 of expenses attributable to the sale of the Series A Preferred Stock.
|--- | --------------------------------------------------------------------------------------

|(d) | Includes a $102,000 loss from software development.
|--- | ---------------------------------------------------

|(e) | Includes a $62,500 asset write down of eye care memberships.
|--- | ------------------------------------------------------------



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|                                                             |                                               |               |       |          |                  |         |  |       |         |  |       |     |  |        |  
|------------------------------------------------------------ | --------------------------------------------- | ------------- | ----- | -------- | ---------------- | ------- |  | ----- | ------- |  | ----- | --- |  | ------ | -
|FISCAL 2005                                                  |                                               | Quarter Ended |       |          | FiscalYear Total |        
|                                                             | 8/31/04                                       |               |       | 11/30/04 |                  | 2/29/05 |  |       | 5/31/05 |  |      
|                                                             | (Amounts in thousands, except per share data) |              
|Operating revenues                                           |                                               | $             | 6,039 |          |                  | 6,231   |  | 6,241 |         |  | 5,962 |     |  | 24,473 |  
|                                                             |                                               |               |       |          |                  |         |  |       |         |  |       |     |  |        |  
|Gross profit                                                 |                                               |               | 871   |          |                  | 903     |  | 1,107 |         |  | 294   | (f) |  | 3,175  |  
|                                                             |                                               |               |       |          |                  |         |  |       |         |  |       |     |  |        |  
|General and administrative expenses                          |                                               |               | 702   |          |                  | 727     |  | 846   |         |  | 803   |     |  | 3,078  |  
|(Recovery of) provision for doubtful accounts                |                                               |               | (5    | )        |                  | 1       |  | (2    | )       |  | 2     |     |  | (4     | )
|Depreciation and amortization                                |                                               |               | 24    |          |                  | 23      |  | 24    |         |  | 25    |     |  | 96     |  
|Other expense                                                |                                               |               | 41    |          |                  | 38      |  | 14    |         |  | 128   | (g) |  | 221    |  
|                                                             |                                               |               |       |          |                  |         |  |       |         |  |       |     |  |        |  
|Income (loss) from continuing operations before income taxes |                                               |               | 109   |          |                  | 114     |  | 225   |         |  | (664  | )   |  | (216   | )
|Income tax expense                                           |                                               |               | 18    |          |                  | 11      |  | 13    |         |  | 10    |     |  | 52     |  
|                                                             |                                               |               |       |          |                  |         |  |       |         |  |       |     |  |        |  
|Net income (loss) from continuing operations                 |                                               | $             | 91    |          |                  | 103     |  | 212   |         |  | (674  | )   |  | (268   | )
|                                                             |                                               |               |       |          |                  |         |  |       |         |  |       |     |  |        |  
|Basic income (loss) per common share                         |                                               | $             | 0.02  |          |                  | 0.02    |  | 0.04  |         |  | (0.12 | )   |  | (0.05  | )
|                                                             |                                               |               |       |          |                  |         |  |       |         |  |       |     |  |        |  
|Diluted income (loss) per common share                       |                                               | $             | 0.02  |          |                  | 0.02    |  | 0.04  |         |  | (0.12 | )   |  | (0.05  | )
|                                                             |                                               |               |       |          |                  |         |  |       |         |  |       |     |  |        |  
|Weighted Average Common Shares Outstanding  basic           |                                               |               | 4,682 |          |                  | 4,691   |  | 4,794 |         |  | 5,566 |     |  | 4,935  |  
|                                                             |                                               |               |       |          |                  |         |  |       |         |  |       |     |  |        |  
|Weighted Average Common Shares Outstanding  diluted         |                                               |               | 5,272 |          |                  | 5,262   |  | 5,316 |         |  | 5,566 |     |  | 4,935  |  
|                                                             |                                               |               |       |          |                  |         |  |       |         |  |       |     |  |        |  

|(f) | Includes an $88,000 expense reimbursement received from one former client.
|--- | --------------------------------------------------------------------------

|(g) | Includes a loss on impairment of approximately $118,000 with respect to the Companys marketable securities.
|--- | ------------------------------------------------------------------------------------------------------------

NOTE 20  SUBSEQUENT EVENTS

On January 1,
2007, we began providing behavioral healthcare services to approximately 250,000 Medicaid recipients in Indiana. The contract is estimated to generate approximately $14 million to $15 million in annual revenues, or approximately 41% of our
anticipated annual revenues of between $35 million and $36 million.

On January 12, 2007, the members of Woodcliff sold their
outstanding membership interests in Woodcliff to Hythiam. Woodcliff owns 1,739,130 shares of the Companys common stock acquired in October 2006 and 14,400 shares of the Companys Series A Convertible Preferred Stock acquired in June 2005,
the conversion of which would result in Woodcliff owning a majority interest in the Company. By virtue of Woodcliffs preferred stock ownership, it is entitled to significant control provisions, including the right to designate a majority of
the directors on the Companys Board. Three board members resigned following Hythiams acquisition, resulting in the write-off in January 2007 of approximately $106,000 in prepaid directors fees. In addition, the acquisition by
Hythiam of the Woodcliff membership interests constitutes a change of control pursuant to the terms of the Companys employment agreement with its Chief Executive Officer (CEO), which would entitle the CEO to be paid a
severance benefit equal to twenty-four months base salary totaling $410,000 if she elects to terminate, at her sole discretion, her employment at any time within one year following the change in control.

On January 18, 2007, the Company entered into an Agreement and Plan of Merger with Hythiam, whereby the Company would merge with a newly formed,
wholly-owned subsidiary of Hythiam, with the Company surviving the merger as a wholly-owned subsidiary of Hythiam. On May 25, 2007, we mutually terminated the merger.

ITEM9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.



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##### Table of Contents

ITEM9A. CONTROLS AND PROCEDURES

Evaluation of the Companys Disclosure Controls and Internal
Controls. As of the end of the period covered by this report on Form 10-K, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (Disclosure Controls), and our
internal control over financial reporting (Internal Controls). This evaluation (the Controls Evaluation) was done under the supervision and with the participation of our Chief Executive Officer (CEO)
and Chief Financial Officer (CFO). Rules adopted by the Securities and Exchange Commission (SEC) require that in this section of this Transition Report on Form 10-K, we present the conclusions of the CEO and the CFO about the
effectiveness of our Disclosure Controls and Internal Controls based on and as of the date of the Controls Evaluation.

Disclosure Controls and Internal
Controls. As provided in Rule 13a-14 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, Disclosure Controls are defined as meaning controls and other procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified by the SECs rules
and forms. Disclosure Controls include, within the definition under the Exchange Act, and without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports is accumulated and communicated
to our management including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Internal Controls are procedures which are designed with the objective of providing reasonable assurance that (1) our
transactions are properly authorized; (2) our assets are safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported, all to permit the preparation of our consolidated financial statements
in conformity with generally accepted accounting principles.

Conclusion. Based on their evaluation, as of the end of the period covered by this
transition report of the effectiveness of our Disclosure Controls, the CEO and the CFO have each concluded that our Disclosure Controls are effective and sufficient to ensure that we record, process, summarize, and report information required to be
disclosed by us in our periodic reports filed under the Exchange Act within the time periods specified by the SECs rules and forms, and to ensure that information that we are required to disclose in our reports under the Exchange Act is
accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

There
have been no changes in our Internal Controls identified in connection with the Controls Evaluation that occurred during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our Internal Controls.

Subsequent to the date of the Control Evaluation, there have not been any significant changes in our Internal Controls or in other factors to our
knowledge that could significantly affect these controls, including any corrective action with regard to significant deficiencies and material weaknesses. The design of any system of controls and procedures is based in part upon certain assumptions
about the likelihood of future events.

ITEM9B. OTHER INFORMATION

None.



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PART III

ITEM10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table lists
our current executive officers and directors as well as the executive officers and directors serving at December 31, 2006. Each current director is serving a term that will expire at the Companys next annual meeting. There are no family
relationships among any of our directors or executive officers. For more information concerning changes in our directors, see our disclosures on Form 8-K filed January 18, 2007, June 27, 2007, and July 3, 2007 and available on
the SECs website at www.sec.gov.



|                       |  |     |  |                                                                                           
|---------------------- |  | --- |  | ------------------------------------------------------------------------------------------
|NAME                   |  | AGE |  | POSITION                                                                                  
|Mary Jane Johnson      |  | 56  |  | President,(1)(2)Chief Executive Officer,(1)(2)and Director(1)(2)                          
|Robert J. Landis       |  | 48  |  | Chairman of the Board of Directors,(1)(2)Chief Financial Officer,(1)(2)and Treasurer(1)(2)
|Paul Patti, Ph.D.      |  | 52  |  | Vice President of Clinical Operations(2)                                                  
|Eugene L. Froelich     |  | 65  |  | Director(3)(8)                                                                            
|Robert Parker          |  | 28  |  | Director(4)                                                                               
|Barry A. Stein, Ph.D.  |  | 75  |  | Director(4)                                                                               
|Peter Jesse Walcott    |  | 30  |  | Director(4)                                                                               
|David P. Schuster      |  | 37  |  | Director(5)                                                                               
|Steven R. Peskin, M.D. |  | 50  |  | Director(6)                                                                               
|Michel A. Sucher, M.D. |  | 60  |  | Director(6)                                                                               
|Michael Yuhas          |  | 56  |  | Director(6)                                                                               
|Vijay Chevli           |  | 36  |  | Director(7)(9)                                                                            
|Steven Ramsland        |  | 52  |  | Chief Development Officer(2)(10)                                                          

---

|(1) | Comprehensive Care Corporation.
|--- | -------------------------------

|(2) | Comprehensive Behavioral Care, Inc. (principal operating subsidiary of the Company).
|--- | ------------------------------------------------------------------------------------

|(3) | Resigned January 17, 2007.
|--- | --------------------------

|(4) | Resigned January 12, 2007.
|--- | --------------------------

|(5) | Resigned June 25, 2007.
|--- | -----------------------

|(6) | Appointed January 12, 2007 by the holder of our Series A Preferred Stock.
|--- | -------------------------------------------------------------------------

|(7) | Appointed June 29, 2007 by the holder of our Series A Preferred Stock.
|--- | ----------------------------------------------------------------------

|(8) | Mr. Froelich served as the Audit Committee Financial Expert as that term is defined in the rules of the Securities Exchange Commission.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

|(9) | Mr. Chevli serves as the Audit Committee Financial Expert as that term is defined in the rules of the Securities Exchange Commission.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

|(10) | Mr. Ramslands employment commenced on April 16, 2007.
|---- | ------------------------------------------------------

MARY JANE JOHNSON, RN, MBA, (age 56)

Ms. Johnson has served as our President and Chief Executive Officer since January
2000 and as a director of the Company since April 1999. Since joining the Company in August 1996, Ms. Johnson has also served as Chief Operating Officer of the Company, an appointment that was effective July 1999, and as Chief Executive Officer
for the Companys principal subsidiary, Comprehensive Behavioral Care, Inc., since August 1998. Ms. Johnson served as Executive Director for Merit Behavioral Care from 1993 to 1996. Ms. Johnson, a registered professional nurse, has a
Bachelors Degree in Nursing from the State University of New York and a Masters Degree in Business Administration from Adelphi University.



49



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ROBERT J. LANDIS, CPA, MBA (age 48)

Mr. Landis has served as a director of the Company since April 1999, as Chairman of our Board of Directors since January 2000 and as our Chief Financial Officer and Treasurer since July 1998. Mr. Landis
served as Treasurer of Maxicare Health Plans, Inc., a health maintenance organization, from November 1988 to July 1998. Mr. Landis also serves on the Board of Directors and on the audit committee of Global Axcess Corporation, a company that
owns and operates automatic teller machines, whose common stock is publicly traded on the Over-The-Counter Bulletin Board. Further, Mr. Landis serves on the Board of Directors and on the audit committee of Nyer Medical Group, Inc., a
publicly-traded company engaged in the wholesale and retail sale of medical and surgical equipment and, additionally, the ownership and operation of pharmacies. Mr. Landis, a Certified Public Accountant, received a Bachelors Degree in
Business Administration from the University of Southern California and a Masters Degree in Business Administration from California State University at Northridge.

PAUL PATTI, Ph.D., (age 52)

Dr. Patti has been employed by the Company since July 2003. He was
promoted to Vice President of Clinical Operations in January of 2004. In this role, Dr. Patti manages all aspects of clinical protocol development and delivery of behavioral health services. Dr. Patti is a licensed psychologist with over
15 years managed care and clinical experience. Prior to joining the Company, Dr. Patti was Vice President of Operations for Horizon Behavioral Health from 2002 to 2004, Director of Outpatient Services for University Behavioral HealthCare from
2000 to 2002 and Vice President of Clinical Services for Integra from 1997 to 2000. Dr. Patti received a Bachelor of Arts Degree from Cornell University in 1977 and a Doctorate Degree in Clinical Psychology from Long Island University in 1986.

STEVEN R. PESKIN, M.D. (age 50)

Dr. Peskin has served as a director of the Company since January 2007. He is currently the
Chief Medical Officer of MediMedia USA. In addition, Dr. Peskin serves as an Assistant Clinical Professor of Medicine at the University of Medicine and Dentistry of New Jersey. Prior to joining MediMedia, and from September 2003 to June 2005,
Dr. Peskin was Chief Executive Officer of Pharmaceutical Research Plus, a firm specializing in patient recruitment and retention for clinical trials. He was previously Founder, President, and Chief Operating Officer of Nelson Managed Solutions,
a managed care consulting and marketing services agency, from July 1995 through August 2003. Dr. Peskins professional experience also includes the positions of National Medical Director for Managed Care at John Hancock and Vice President
and Senior Medical Director for CIGNA®in Texas and PacifiCare®in Oklahoma. He earned his MD at Emory University School of Medicine and his Masters Degree in Business Administration at Massachusetts Institute of
Technology-Sloan School of Management, with a concentration in health care management.

MICHEL SUCHER, M.D. (age 60)

Dr. Sucher has been a member of our board of directors since January 2007. He is currently President of Greenberg & Sucher, PC, a consulting
company in the field of mental health and substance abuse. Since 2006 Dr. Sucher has also held the position of Director of Corporate Compliance for Rural/Metro Corporation, an ambulance and fire protection service company based in Scottsdale,
Arizona. In addition, Dr. Sucher is the Acting Chief Medical Officer of Cenpatico Behavioral Health of Arizona, a position he assumed in early 2007. From 2004 to 2005, he was employed by the State of Arizona as Acting Medical Director of the
Division of Behavioral Health Services, and from 2004 to 2005, Acting Medical Director of the Bureau of Emergency Services. From February 2004 to October 2004 he served as Vice President of Clinical Affairs for Hythiam. Dr. Sucher is a
nationally known speaker on addiction and emergency medicine and holds various teaching positions throughout the greater Phoenix metropolitan area. He earned a Bachelor of Science degree and a Medical Degree from Wayne State University.

MICHAEL YUHAS (age 56)

Mr. Yuhas joined our
board of directors in January 2007. He is currently the Chief Executive Officer and founder of Integra Health Management, a Maryland company that provides behavioral and medical health management consultative services to healthcare payers. Prior to
founding Integra, Mr. Yuhas was an independent consultant providing consulting services to various healthcare entities. From January 2003 to September 2005, Mr. Yuhas served as Chief Executive Officer for Health Integrated, Inc., a Florida
health management company that delivers behavioral health and medical case management services. Before Health Integrated, Mr. Yuhas served as Executive Vice President for Strategic Development at Magellan Health Services. Mr. Yuhas holds a
Masters degree in psychology from Temple University and completed doctoral-level training in epidemiology and public health at The Johns Hopkins University Bloomberg School of Public Health.



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VIJAY A.CHEVLI (age 36)

Mr. Chevli was appointed as a director of the Company on June 29, 2007. Mr. Chevli is currently Head of Investment Banking and Managing Director at The Mentor Group, a full service, national investment
banking, valuation and appraisal firm. Mr. Chevli is also on the Board of Directors of the Southern California Chapter of an entrepreneurship mentoring organization, TiE (Talent. Ideas. Entrepreneurship.), for which he also serves as an
Executive Committee member. Prior to joining The Mentor Group, Mr. Chevli worked in the Mergers and Acquisitions and Private Equity Group at Houlihan Lokey Howard & Zukin Capital. Mr. Chevli also worked at Wasserstein
Perella & Co., where he focused on mergers and acquisitions, leveraged buyouts and recapitalizations, takeover defense advisory, solicitations, and strategic advisory services for clients in various industry segments. Mr. Chevli earned
a Bachelor of Arts degree in Economics/Business with a Computing Specialization from the University of California, Los Angeles, and his Masters in Business Administration degree from The Anderson School at the University of California, Los Angeles.

STEVEN RAMSLAND, Ed.D. (age 52)

Dr. Ramsland has served as our Chief Development Officer since April 2007. In this role, Dr. Ramsland directs all aspects of the Companys strategic marketing and sales efforts. From 2004 to 2007, he held the position of Vice
President, Sales, Marketing, and Development with United Behavioral Health, a subsidiary of UnitedHealth Group. In this position Dr. Ramsland specialized in marketing behavioral health and disease management services to prospective public
sector clients. Prior to United Behavioral Health, Dr. Ramsland was the Vice President, Government Programs for FHC Health Systems/Value Options, where he was a senior business development manager focusing on the marketing of managed behavioral
healthcare services to governmental payers, from 1997 to 2004. Dr. Ramsland has a Bachelor of Arts degree in Psychology and English from Trinity College, a Master of Arts degree in Clinical Psychology from Duquesne University, and a Doctor of
Education degree in Counseling Psychology from Rutgers University.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Securities Exchange Act of 1934, as amended, an officer, director or greater than 10% stockholder of our outstanding
common stock must file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. Such persons are required by SEC regulations to furnish us with copies of all such reports they file. To the best of our
knowledge, based solely on a review of the copies of these reports furnished to us and written or oral representations that no other reports were required, the officers, directors, and greater than 10% beneficial owners complied with all applicable
Section 16(a) filing requirements during the seven month transition period ended December 31, 2006.

Code of Ethics

We have adopted a code of ethics applicable to all of our employees, including our principal executive officer, principal financial officer, and persons
performing similar functions. The text of this code of ethics can be found on our website at www.compcare-shareholders.com. We intend to post notice of any waiver from, or amendment to, any provision of our code of ethics on our website.

Procedures by Which Security Holders May Recommend Nominees to our Board of Directors

There have been no changes to the procedures by which security holders may recommend nominees to our Board of Directors. Such procedures were previously
disclosed in our Definitive Proxy Statement filed September 28, 2006 and available on the SECs website at www.sec.gov.

Audit Committee

During the seven month period ended December 31, 2006, our Audit Committee consisted of Eugene Froelich (chairman), Robert Parker, and
Peter Jesse Walcott. The Board of Directors has determined that all members of the Committee were independent as defined in Section 121(A) of the American Stock Exchanges listing standards and that Mr. Froelich qualified as an
audit committee financial expert, as defined by Item 401(h)(2) of Regulation S-K. The Audit Committee met twice during the seven months ended December 31, 2006. In addition, the Audit Committee took action by written consent on
one occasion.



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At July 31, 2007, the Audit Committee is comprised of Vijay A. Chevli (chairman), Steven R. Peskin,
M.D., and Michael Yuhas. The Board of Directors has determined that all members of the Committee are independent as defined in Section 121(A) of the American Stock Exchanges listing standards and that Mr. Chevli qualifies as an
audit committee financial expert, as defined by Item 401(h)(2) of Regulation S-K.

ITEM11. EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

We believe our long-term success is dependent on a leadership team with the integrity, skills, and dedication necessary to oversee a growing
organization on a day-to-day basis. In addition, the leadership must have the vision to anticipate and respond to future market and regulatory developments. Our executive compensation program is designed to enable us to attract, motivate and retain
a senior management team with the collective and individual abilities to meet these challenges. The programs primary objective is to align executives efforts with the long-term interests of stockholders by enhancing our reputation,
financial success and capabilities.

The primary components of executive compensation for each of our four named executive officers
includes a base salary, provision for an annual incentive bonus, and provisions for the award of stock options. These components are designed, in aggregate, to be competitive with comparable organizations and to align the financial incentives for
the executives with the short and long term interests of stockholders.

The Compensation and Stock Option Committee (Compensation
Committee) establishes the compensation packages of the executive officers. The members of the Compensation Committee are independent as defined by the American Stock Exchange listing standards.

Overview and Philosophy

The Compensation
Committees policies are designed to enable the Company to attract and retain outstanding executives in the healthcare industry to assist the Company in meeting its long-range objectives, thereby serving the interests of the Companys
stockholders. The Compensation Committees compensation philosophy is to provide rewards that (1) are linked to both Company performance and individual performance, (2) align employee interests with stockholder interests, (3) are
sufficient to attract and retain high-quality employees, and (4) provide a mix of cash and potential stock ownership tied to long-term as well as immediate business strategies.

The following key principles guide the Compensation Committee in structuring compensation targets and packages of executive officers and key management:



| |  |  | Total annual compensation will include salary as the core compensation plus options to purchase shares of the Companys Common Stock, the value of which
is a function of the market price, which is an extension of stockholder interests.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Management development includes support of compensation opportunity structures to attract and retain individuals who can maximize the creation of stockholder
value, and motivate employees to attain Company and individual objectives.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Recognition of individual contributions as well as overall Company results toward identified business results.
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | Competitive position of both base salary and total compensation within the healthcare industry.
| | - |  | -----------------------------------------------------------------------------------------------

Determination of Compensation

The
Compensation Committee determines the total compensation levels for our executive officers by considering several factors, including each executive officers role and responsibilities, how the executive officer is performing against those
responsibilities, our performance, and the competitive market data applicable to each executive officers position.



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In arriving at specific levels of compensation for executive officers, the Compensation Committee has
relied on:



| |  |  | the recommendations of management,
| | - |  | ----------------------------------



| |  |  | benchmarks provided by generally available compensation surveys, and
| | - |  | --------------------------------------------------------------------



| |  |  | the experience of Compensation Committee members and their knowledge of compensation paid by comparable companies or companies of similar size or generally engaged
in the healthcare services business.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We seek an appropriate relationship between executive pay and corporate
performance. Executive officers are entitled to customary benefits generally available to all Company employees, including group medical, dental and life insurance and a 401(k) plan. We have employment agreements and severance arrangements with our
key executive officers to provide them with the employment security and severance deemed necessary to retain them.

Components of Executive
Compensation

Base Salary. Base salaries provide our executive officers with a degree of financial certainty and stability, and are intended
to be maintained at slightly above the median range of salary for similar positions at public companies that are in the same line of business as the Company and which are of similar size. We seek to provide base salaries sufficient to attract and
retain highly qualified executives. The Compensation Committee establishes the base salaries of our executive officers, and salaries are reviewed in the case of executive promotions or other significant changes in responsibilities. In each case, the
Compensation Committee takes into account competitive salary practices, scope of responsibilities, the results previously achieved by the executive and his or her development potential.

The Compensation Committee has the responsibility to determine increases or decreases in base salaries on an individual basis. Our objective is to reward
performance consistent with our overall financial performance in the context of competitive practice, including changes to an executive officers scope of responsibilities, in combination with general market trends. No formulaic base salary
increases are provided to the named executive officers.

In addition to complying with the executive compensation policy and to the
requirements of applicable employment agreements, compensation for each of the executive officers during the seven months ended December 31, 2006 was based on the executives performance of his or her duties and responsibilities, the
performance of the Company, both financial and otherwise, and the success of the executive in managing, developing and executing our business development, sales and marketing, financing and strategic plans, as appropriate.

Annual Incentive Bonus. Executive officers are eligible to receive cash bonuses based on the degree of the Companys achievement of financial and other
objectives. The primary purpose of our annual performance incentive awards is to motivate our executives to meet or exceed our short-term and long-term performance objectives. Our annual cash bonuses are designed to reward our executive officers for
their contributions toward corporate objectives.

The Chief Executive Officer is
eligible to receive an annual performance bonus calculated as the greater of $25,000 or 21/2% of the
Companys earnings before interest, taxes, depreciation and amortization (EBITDA), except that no bonus will be paid in the event that EBITDA is calculated to be a loss. The calculation of EBITDA will include any expense from the
performance bonus. In the case of exceptional performance, the Compensation Committee may increase the performance bonus.

Similarly, the Chief Financial Officer is eligible to receive an annual performance bonus
calculated as the greater of $20,000 or 21/2% of the Companys EBITDA. The calculation of EBITDA will
include any expense from the performance bonus, and no bonus will be paid in the event that EBITDA is calculated to be a loss. The Compensation Committee reserves the right to increase the performance bonus in the case of exceptional performance.

The Chief Development Officer is eligible to earn an annual performance based incentive bonus of up to $20,000 for achievement of
annually established targets for obtaining new business. The Vice President of Clinical Operations may receive an annual cash bonus as determined by the Compensation Committee in its sole discretion. Criteria for earning such a bonus is yet to be
established.

Stock, stock options, and similar equity instruments. Equity participation is a key component of the Companys executive
compensation program. Under our 2002 Incentive Compensation Plan (the Plan), as amended, we are permitted to award our common stock, stock options, stock appreciation rights, restricted stock, and restricted stock units to officers,
employees, and consultants. To date, stock options have been the sole means of providing equity participation. Options are designed to retain executive officers and motivate them to enhance stockholder value by aligning their financial interests
with those of the stockholders. Stock options are intended to enable the Company to attract and retain key personnel and provide an effective incentive for management to create stockholder value over the long term since the option value depends on
appreciation in the price of the Companys common stock.



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In accordance with their respective employment contracts, the Chief Executive Officer and Chief Financial
Officer both receive an annual grant of 25,000 stock options. Such options are granted without regard to company or individual performance and are typically granted on the date of the Companys Annual Meeting. The Chief Development Officer and
Vice President of Clinical Operations are eligible to receive stock options at the time options are granted to employees, which also customarily occurs on the date of our Annual Meeting. In the past we have not timed stock option grants in
coordination with the release of material nonpublic information, nor do we plan to do so in the future. Stock option grants to employees are at the discretion of the Compensation Committee, which utilizes recommendations from management in
determining awards. Stock option exercise prices are determined in accordance with the Plan, which specifies that the exercise price will be equal to fair market value of a share of our common stock on the date of grant. Such grants provide an
incentive for our executives and other employees to increase our market value, as represented by our market price, as well as serving as a method for motivating and retaining our executives.

We have adopted SFAS 123R Share-Based Payment, which requires that we show expense in our financial statements equivalent to the fair value
of stock options granted. The expense is a negative consequence that has resulted in a reduction in recent option grants, for those grants at the discretion of the Compensation Committee, which includes grants to the Chief Development Officer and
Vice President of Clinical Operations. We expect that future grants of discretionary stock options will be limited due the effects of SFAS 123R.

In determining to provide long-term incentive awards in the form of stock options, the Compensation Committee considered cost and dilution impact, market trends relating to long-term incentive compensation and other relevant factors. The
Compensation Committee determined that an award of stock options more closely aligns the interests of the recipient with those of our stockholders because the recipient will only realize a return on the option if our stock price increases over the
term of the option.

Perquisites and Other Benefits. Other than an auto allowance paid biweekly to certain executive officers, we do not provide our
executive officers with perquisites. Executives participate in our various health plans and our 401(k) retirement plan on a non-preferential basis, and are charged the same rates as all other employees. We do not provide deferred compensation.



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Summary Compensation Table

The following table sets forth the cash and non-cash compensation for our named executive officers during the 2006 calendar year.



|                                                |  |          |  |            |  |                     |  |                                             |  |           |     |  |          
|----------------------------------------------- |  | -------- |  | ---------- |  | ------------------- |  | ------------------------------------------- |  | --------- | --- |  | ---------
|Name and Principal Position                     |  | Year (1) |  | Salary ($) |  | OptionAwards ($)(2) |  | Non-EquityIncentive PlanCompensation ($)(3) |  | Other ($) |     |  | Total ($)
|Mary Jane Johnson                               |  | 2006     |  | 176,155    |  | 3,982               |  |                                            |  | 6,500     | (4) |  | 186,637  
|President and Chief Executive Officer           |  |          |  |            |  |                     |  |                                             |  |           |     |  |          
|                                                |  |          |  |            |  |                    
|Robert J. Landis                                |  | 2006     |  | 175,385    |  | 3,982               |  |                                            |  | 6,400     | (4) |  | 185,767  
|Chairman, Treasurer and Chief Financial Officer |  |          |  |            |  |                     |  |                                             |  |           |     |  |          
|                                                |  |          |  |            |  |                    
|Thomas Clay (5)                                 |  | 2006     |  | 114,000    |  |                    |  | 9,536                                       |  | 3,534     | (6) |  | 127,070  
|Chief Development Officer                       |  |          |  |            |  |                     |  |                                             |  |           |     |  |          
|                                                |  |          |  |            |  |                    
|Paul Patti                                      |  | 2006     |  | 99,000     |  |                    |  |                                            |  | 2,600     | (4) |  | 101,600  
|Vice President of Clinical Operations           |  |          |  |            |  |                     |  |                                             |  |           |     |  |          

---

|(1) | Amounts shown are for the 2006 calendar year.
|--- | ---------------------------------------------

|(2) | Amounts reflect compensation expense recognized in our financial statements during calendar 2006 for stock option awards in calendar 2006 and in previous years calculated in
accordance with SFAS 123R Share-Based Payment. Amounts have not been reduced by estimates of forfeitures related to service based vesting conditions, and are computed using the Black-Sholes option pricing model, which incorporates
various assumptions about volatility, expected dividend yield, expected life, and applicable interest rates. See Critical Accounting Estimates  Stock Compensation Expense in Managements Discussion and Analysis and Note 16
Preferred Stock, Common Stock, and Stock Option Plans to our consolidated, audited financial statements for further information regarding the assumptions used to value stock options. There were no forfeitures during calendar 2006 by
executive officers.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Amount is a cash bonus paid pursuant to the Companys sales incentive bonus plan.
|--- | ---------------------------------------------------------------------------------

|(4) | Represents an auto allowance paid to each officer.
|--- | --------------------------------------------------

|(5) | Mr. Clays employment with the Company ended November 28, 2006.
|--- | ---------------------------------------------------------------

|(6) | Represents vacation paid out upon termination.
|--- | ----------------------------------------------

Executive
Employment Agreements

Compensation of the Chief Executive Officer

The Company entered into an employment agreement with Mary Jane Johnson effective February 1, 2003, which was amended June 14, 2005. The
agreement was originally effective through May 31, 2006, but has been automatically renewed and extended until November 30, 2007 in accordance with the first of two available 18 month extensions under the contract. Ms. Johnsons
employment agreement provides for a salary of $205,000 per annum and includes an annual performance bonus based on the Companys EBITDA. As part of the Companys cost-cutting initiatives, Ms. Johnson agreed to postpone certain salary
increases due under her employment agreement. As a result, Ms. Johnson received a base salary of $176,155 in calendar 2006. Ms. Johnson is provided an auto allowance of $250 biweekly as well as a policy of life insurance. In addition, the
Company pays for a portion of Ms. Johnsons health insurance and other group insurance premiums in accordance with the Companys general benefit guidelines covering all full-time employees. Ms. Johnson is eligible to receive a
special transaction bonus should the company merge with or into another entity in which the Company is not the surviving entity, or if the Company sells all or substantially all of its assets and the special transaction is $5.0 million or greater.
The special transaction bonus shall be an amount equal to 1% of the special transaction value in excess of $5.0 million. Coincident with the Companys annual meetings of stockholders, Ms. Johnson is granted options to purchase 25,000
shares of the Companys Common Stock. The options will bear an exercise price of the fair market value of the Companys stock on the date of grant and will vest within one year of such date.



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Compensation of the Chief Financial Officer

The Company entered into an employment agreement with Robert J. Landis effective February 1, 2003, which was amended on June 14, 2005. The
agreement was originally effective through May 31, 2006, but has been automatically renewed and extended until November 30, 2007 in accordance with the first of two available 18 month extensions under the contract. Mr. Landis
employment agreement provides for a salary of $185,000 per annum and includes an annual performance bonus based on the Companys EBITDA. As part of the Companys cost-cutting initiatives, Mr. Landis agreed to postpone certain salary
increases due under his employment agreement. As a result, Mr. Landis received a base salary of $175,385 in calendar 2006. In addition, the Company pays for a portion of Mr. Landis health insurance and other group insurance premiums
in accordance with the Companys general benefit guidelines covering all full-time employees. Mr. Landis is also provided with a policy of life insurance and use of a company automobile or, alternatively, a $250 biweekly auto allowance.
Mr. Landis is additionally eligible to receive a special transaction bonus should the company merge with or into another entity in which the Company is not the surviving entity, or if the Company sells all or substantially all of its assets and
the special transaction is $5.0 million or greater. The special transaction bonus shall be an amount equal to 1% of the special transaction value in excess of $5.0 million. Coincident with the Companys annual meetings of stockholders,
Mr. Landis is granted options to purchase 25,000 shares of the Companys Common Stock. The options will bear an exercise price of the fair market value of the Companys stock on the date of grant and will vest within one year of such
date.

Compensation of Other Executive Officers

The base salary for Dr. Patti is currently set at $120,000. Dr. Patti is eligible to receive a bonus and other additional compensation, the amount and timing of which is at the discretion of the Compensation Committee. During
calendar 2006, Dr. Patti did not receive a grant of stock options.

Confidentiality agreements

We require that each employee, including all officers, sign a confidentiality agreement stating that as long as the employee works for us, and after the
employees termination for any reason, the employee may not disclose in any manner our proprietary confidential information.

Indemnification
matters

In connection with the Companys indemnification program for executive officers and directors, Ms. Johnson,
Mr. Landis, Dr. Patti, and Mr. Ramsland, as well as ten current, key management employees, directors, or subsidiary directors, eighteen former directors, and thirteen former executive officers, are entitled to indemnification. The
Company considers it desirable to provide each indemnitee with specified assurances that the Company can and will honor the Companys obligations under the Indemnification Agreements, including a policy of insurance to provide for directors and
officers liability coverage.



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Grants of Plan Based Awards

The table below sets forth information with respect to options granted to our named executive officers during calendar 2006.



|                            |  |           |  |                                                                |  |                            |  |                                           
|--------------------------- |  | --------- |  | -------------------------------------------------------------- |  | -------------------------- |  | ------------------------------------------
|Name and Principal Position |  | GrantDate |  | All Other Option Awards:Number of SecuritiesUnderlying Options |  | ExercisePrice ($/share)(1) |  | Grant Date FairValue ofOption Awards($)(2)
|Mary Jane Johnson           |  | 11/17/06  |  | 25,000                                                         |  | 1.80                       |  | 33,035                                    
|Robert J. Landis            |  | 11/17/06  |  | 25,000                                                         |  | 1.80                       |  | 33,035                                    

---

|(1) | The options to purchase our common stock are exercisable at a price equal to the closing price of the stock on the date of grant.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(2) | The grant date fair value of stock options is calculated using the Black-Scholes option pricing model, which incorporates various assumptions including expected volatility, expected
life of the options and applicable interest rates. See Critical Accounting Estimates  Stock Compensation Expense in Managements Discussion and Analysis and Note 16 Preferred Stock, Common Stock, and Stock Option
Plans to our consolidated, audited financial statements for further information regarding the assumptions used to value stock options.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The option grants listed above were made pursuant to the 2002 Incentive Compensation Plan, which specifies that a change in control of the Company will result in the immediate vesting of any stock options outstanding
at the time of such change of control. Hythiams acquisition of a majority controlling interest of the Company on January 12, 2007 qualified as a change of control. Accordingly the options listed above became fully vested on
January 12, 2007, prior to the original vesting dates of May 17, 2007 and November 17, 2007 established at the grant date.



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Outstanding Equity Awards at Fiscal Year-end

The following table sets forth all outstanding equity awards held by our named executive officers as of December 31, 2006.



|                  |                 |                                                |                   |        |                           |  |                        |  |         
|----------------- | --------------- | ---------------------------------------------- | ----------------- | ------ | ------------------------- |  | ---------------------- |  | --------
|Name              |                 | Number of shares underlyingunexercised options |                   |        | Option Exercise Price ($) |  | Option Expiration Date
|                  | Exercisable (#) |                                                | Unexercisable (#) |        |                           | 
|                  |                 |                                                |                  
|Mary Jane Johnson |                 | 20,000                                         |                   |       |                           |  | 4.0000                 |  | 12/14/08
|                  |                 | 75,000                                         |                   |       |                           |  | 0.5625                 |  | 07/06/09
|                  |                 | 75,000                                         |                   |       |                           |  | 0.2656                 |  | 01/14/10
|                  |                 | 50,000                                         |                   |       |                           |  | 0.2500                 |  | 01/02/11
|                  |                 | 25,000                                         |                   |       |                           |  | 0.5100                 |  | 11/07/12
|                  |                 | 25,000                                         |                   |       |                           |  | 1.4000                 |  | 02/07/13
|                  |                 | 25,000                                         |                   |       |                           |  | 1.7000                 |  | 01/23/14
|                  |                 | 25,000                                         |                   |       |                           |  | 1.4500                 |  | 03/11/15
|                  |                 | 25,000                                         |                   |       |                           |  | 1.7800                 |  | 10/28/15
|                  |                 |                                               |                   | 25,000 | *                         |  | 1.8000                 |  | 11/17/16
|                  |                 |                                                |                   |        |                           |  |                        |  |         
|Total             |                 | 345,000                                        |                   | 25,000 |                           |  |                        |  |         
|                  |                 |                                                |                   |        |                           |  |                        |  |         
|                  |                 |                                                |                   |       
|Robert J. Landis  |                 | 65,625                                         |                   |       |                           |  | 4.0000                 |  | 12/14/08
|                  |                 | 75,000                                         |                   |       |                           |  | 0.5625                 |  | 07/06/09
|                  |                 | 50,000                                         |                   |       |                           |  | 0.2500                 |  | 01/02/11
|                  |                 | 25,000                                         |                   |       |                           |  | 0.5100                 |  | 11/07/12
|                  |                 | 25,000                                         |                   |       |                           |  | 1.4000                 |  | 02/07/13
|                  |                 | 25,000                                         |                   |       |                           |  | 1.7000                 |  | 01/23/14
|                  |                 | 25,000                                         |                   |       |                           |  | 1.4500                 |  | 03/11/15
|                  |                 | 25,000                                         |                   |       |                           |  | 1.7800                 |  | 10/28/15
|                  |                 |                                               |                   | 25,000 | *                         |  | 1.8000                 |  | 11/17/16
|                  |                 |                                                |                   |        |                           |  |                        |  |         
|Total             |                 | 315,625                                        |                   | 25,000 |                           |  |                        |  |         
|                  |                 |                                                |                   |        |                           |  |                        |  |         
|                  |                 |                                                |                   |       
|Thomas Clay       |                 | 2,500                                          |                   |       |                           |  | 0.5625                 |  | 07/06/09
|                  |                 | 5,000                                          |                   |       |                           |  | 0.2656                 |  | 01/14/10
|                  |                 | 10,000                                         |                   |       |                           |  | 0.5156                 |  | 02/08/10
|                  |                 | 10,000                                         |                   |       |                           |  | 0.6100                 |  | 12/13/11
|                  |                 | 10,000                                         |                   |       |                           |  | 0.5100                 |  | 11/07/12
|                  |                 | 10,000                                         |                   |       |                           |  | 1.9500                 |  | 02/26/13
|                  |                 | 10,000                                         |                   |       |                           |  | 2.1600                 |  | 11/18/13
|                  |                 | 10,000                                         |                   |       |                           |  | 1.1000                 |  | 10/05/14
|                  |                 | 10,000                                         |                   |       |                           |  | 1.7800                 |  | 10/28/15
|                  |                 |                                                |                   |        |                           |  |                        |  |         
|Total             |                 | 77,500                                         |                   |       |                           |  |                        |  |         
|                  |                 |                                                |                   |        |                           |  |                        |  |         
|                  |                 |                                                |                   |       
|Paul Patti        |                 | 10,000                                         |                   |       |                           |  | 2.1600                 |  | 11/18/13
|                  |                 | 7,500                                          |                   |       |                           |  | 1.1000                 |  | 10/05/14
|                  |                 | 5,000                                          |                   |       |                           |  | 1.7800                 |  | 10/28/15
|                  |                 |                                                |                   |        |                           |  |                        |  |         
|Total             |                 | 22,500                                         |                   |       |                           |  |                        |  |         
|                  |                 |                                                |                   |        |                           |  |                        |  |         

---

|* | -These options became exercisable on January 12, 2007 due to provisions contained in the 2002 Incentive Compensation Plan that require immediate vesting of outstanding,
unvested options upon a change in control of the Company, which occurred with Hythiams acquisition of Woodcliff, the owner of a majority interest in the company.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Option Exercises and Stock Vested

There were no stock options exercised by any of our named executive officers during the seven months ended December 31, 2006. We have not issued
restricted stock, restricted stock units, or similar instruments.

Potential Payments upon Termination or Change in Control

Potential payments upon termination

The following summarizes the payments and benefits to which the named executive officers would have been entitled, if their employment with the Company had terminated on December 31, 2006.

If Ms. Johnsons employment is terminated for cause, her salary will paid through the date of termination, with no further payments of any type
due. Should the Company not renew her employment contract, she will be paid a severance payment equal to two years base salary, or $410,000. In addition, commencing upon the expiration of her employment agreement, we will continue to provide
her and her dependents with healthcare insurance coverage for 18 months, valued at approximately $12,000. If Ms. Johnson becomes totally disabled such that she is substantially unable to perform her duties, or if she is terminated without
cause, she will receive an amount equal to the greater of the balance of her base salary for the remainder of her employment term or two years base salary. Should the Company materially curtail or diminish her duties and responsibilities, and
Ms. Johnson provides the Company with 60 days notice that she elects to terminate her employment, she will receive the greater of two years base salary or the balance of her base salary for the remainder of her employment term.

If Mr. Landis employment is terminated for cause, his salary will paid through the date of termination, with no further
payments of any type due. Should the Company not renew his employment contract, he will be paid a severance payment equal to two years base salary, or $370,000. In addition, commencing upon the expiration of his employment agreement, we will
continue to provide him and his dependents with healthcare insurance coverage for 18 months, valued at $18,000. If Mr. Landis becomes totally disabled such that he is unable to substantially perform his duties, or if he is terminated without
cause, he will receive an amount equal to the greater of the balance of his base salary for the remainder of his employment term or two years base salary. Should the Company materially curtail or diminish his duties and responsibilities, and
Ms. Landis provides the Company with 60 days notice that he elects to terminate his employment, he will receive the greater of two years base salary or the balance of his base salary for the remainder of his employment term.

Should Dr. Pattis employment be terminated for cause, or if he becomes permanently disabled, his salary will be paid through the date of
termination, with no further payments of any type due. If Dr. Patti is terminated without cause, he will be entitled to receive one months base salary for each year of service with the Company, to a maximum of three months.

Potential payments upon change in control

In the event of a change in control of the Company, Ms. Johnson, at her sole discretion, may elect to terminate her employment at any time within one year following a change in control. Upon her election to resign, she will receive a
lump sum severance payment equal to two times her base salary, or $410,000. Mr. Landis, at his sole discretion, may elect to terminate his employment at any time within one year following a change in control. Upon his election to resign, he
will receive a lump sum severance payment equal to two times his base salary, or $370,000. Dr. Patti will receive a payment equal to three months of his base salary, or $30,000, if he is terminated by the Company without cause within three
months of the date of a change in control. Unvested stock options for all employees, including named executives, would vest immediately upon a change in control of the Company.



59



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Director Compensation

The following table provides information regarding compensation paid to non-employee directors during the seven-month transition period ended
December 31, 2006.



|                      |  |                    |  |                         |  |                      |  |         
|--------------------- |  | ------------------ |  | ----------------------- |  | -------------------- |  | --------
|Name                  |  | Fees Earned($) (1) |  | Fees PaidIn Cash($) (1) |  | Option Awards($) (2) |  | Total($)
|Eugene L. Froelich    |  | 3,333              |  | 0                       |  | 4,655                |  | 7,988   
|Robert Parker         |  | 3,333              |  | 40,000                  |  | 4,655                |  | 44,655  
|David P. Schuster     |  | 3,333              |  | 40,000                  |  | 4,655                |  | 44,655  
|Barry A. Stein, Ph.D. |  | 3,333              |  | 40,000                  |  | 4,655                |  | 44,655  
|Peter Jesse Walcott   |  | 3,333              |  | 40,000                  |  | 4,655                |  | 44,655  

---

|(1) | In December 2006, the Board of Directors instituted a cash compensation plan for non-employee directors whereby each non-employee director will be paid $40,000 in advance for
services over the next 12 months, beginning with December 2006. The fees are earned monthly at the rate of $3,333 per month. Four of the five directors received payment of the annual retainer in December 2006, while Mr. Froelich received
payment in January 2007.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Amounts reflect compensation expense recognized in our financial statements during calendar 2006 resulting from grants of stock options to non-employee directors. The options were
granted in accordance with our Non-employee Directors Stock Option Plan, as amended, which specifies that the options would vest equally over five years and would have an exercise price calculated as the average of the bid and ask price of a
share of the Companys stock on the day prior to the date of the grant date. The grant date fair value of the stock options granted was $55,277 for each director. Fair value was calculated using the Black-Scholes option pricing model, which
incorporates various assumptions including expected volatility, expected life of the options and applicable interest rates. See Critical Accounting Estimates  Stock Compensation Expense in Managements Discussion and Analysis
and Note 16 Preferred Stock, Common Stock, and Stock Option Plans to our consolidated, audited financial statements for further information regarding the assumptions used to value stock options.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Members of the Board of Directors who are also officers or employees of the Company receive no compensation for serving as directors. Effective
June 29, 2007, non-employee directors will be compensated with a $15,000 annual retainer and an annual award of 15,000 stock options. Additionally, the non-employee directors serving as the chairman of the Audit Committee and chairman of the
Compensation Committee will be further compensated with an annual retainer of $7,500 and $2,500, respectively.

Limitations on the deductibility of
compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended (the Tax Code), places a limit of $1.0
million on the amount of compensation that we can deduct in any one year with respect to each of its five most highly paid executive officers. However, certain performance-based compensation as defined by Section 162(m) of the Tax Code is not
subject to the deduction limit. The Board of Directors believes that all anticipated compensation during the tax year ending May 31, 2007 will satisfy the requirements of Section 162(m) of the Tax Code and, as such, would be deductible for
federal income tax purposes. Further, the Companys Compensation and Stock Option Committee believes that the deductibility of officer compensation in excess of the $1.0 million threshold is not likely to be an issue for the Company to address
in the foreseeable future.

Compensation committee interlocks and insider participation

No member of the Compensation Committee was at any time during the past year an officer or employee of the Company, was formerly an officer of the Company
or any of our subsidiaries, or had any employment relationship with us.



60



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During the last fiscal year, none of our executive officers served as:



| |  |  | a member of the Compensation Committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the
entire board of directors) of another entity, one of whose executive officers served on our Compensation Committee;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a director of another entity one of whose executive officers served on our compensation committee; or
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the
entire board of directors) of another entity, one of whose executive officers served as a director of the Company.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and
Analysis set forth in this transition report on Form 10-K with management and based on such discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis section be included herein.

Submitted by the compensation committee:

Michael Yuhas, Chairman

Michel Sucher, M.D.

Vijay A. Chevli

Dated: August 6,
2007

ITEM12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table summarizes share and exercise price information with respect to the Companys
equity compensation plans (including individual compensation arrangements) under which equity securities of Comprehensive Care Corporation are authorized for issuance as of December 31, 2006:



|                                                        |  |                                                                                          |  |                                                                          |      |                                                                                                                                         |          
|------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------ | ---- | --------------------------------------------------------------------------------------------------------------------------------------- | ---------
|                                                        |  | (a)                                                                                      |  | (b)                                                                      |      | (c)                                                                                                                                    
|Plan category                                           |  | Number of securities tobe issued upon exerciseof outstanding options,warrants and rights |  | Weighted-averageexercise price ofoutstanding options,warrants and rights |      | Number of securities remainingavailable for future issuanceunder equity compensationplans (excluding
securitiesreflected in column (a))
|Equity compensation plans approved by shareholders      |  | 1,308,707                                                                                |  | $                                                                        | 1.41 |                                                                                                                                         | 1,075,836
|Equity compensation plans not approved by shareholders* |  | 406,000                                                                                  |  |                                                                          | 1.78 |                                                                                                                                         |         
|                                                        |  |                                                                                          |  |                                                                          |      |                                                                                                                                         |          
|Total                                                   |  | 1,714,707                                                                                |  | $                                                                        | 1.50 |                                                                                                                                         | 1,075,836
|                                                        |  |                                                                                          |  |                                                                          |      |                                                                                                                                         |          

---

|* | Consists of 100,000 warrants to purchase common stock of the Company issued in prior fiscal years to three consultants for their services to the Company, which included public and
investor relations and web site development services. In addition, 306,000 warrants to purchase common stock of the Company were issued in a prior fiscal year to two consultants and two employees as compensation for introducing strategic business
partners to the Company. All such warrants were issued in lieu of cash compensation and have five-year terms with exercise prices ranging from $1.09 to $5.00.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of July 31,
2007, the name, address, stock ownership and voting power of each person or group of persons known by the Company who is not a director or a named executive officer of the Company to own beneficially more than 5% of the outstanding shares of Common
Stock. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to shares beneficially owned.



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|                                                           |  |                          |     |  |                                    |  
|---------------------------------------------------------- |  | ------------------------ | --- |  | ---------------------------------- | -
|Name And Address of Beneficial Owner                       |  | Shares BeneficiallyOwned |     |  | Percent of CommonStock Outstanding |  
|Harry Ross                                                 |  |                          |     |  |                                    |  
|3622 Reeves Road, Ojai, CA 93023                           |  | 931,500                  | (1) |  | 12.1                               | %
|Hythiam, Inc.                                              |  |                          |     |  |                                    |  
|11150 Santa Monica Blvd., Ste. 1500, Los Angeles, CA 90025 |  | 5,974,458                | (2) |  | 50.05                              | %

---

|(1) | Information obtained from Form 4 filed by Mr. Ross on July 30, 2007.
|--- | --------------------------------------------------------------------

|(2) | Represents 1,739,130 Common Shares and 4,235,328 shares of Common Stock reserved for issuance upon conversion of the Series A Preferred Stock that was issued by the Company on
June 14, 2005.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Security Ownership of Management

The following table sets forth, as of July 31, 2007, information concerning the beneficial ownership of Common Stock by each director of the Company and the named executive officers listed in the Summary
Compensation Table included elsewhere herein, and all directors and executive officers as a group. According to rules adopted by the SEC, a person is the beneficial owner of securities if he or she has, or shares, the power to vote such
securities or to direct their investment. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to shares beneficially owned.



|                                                            |  |                          |  |                                    |  
|----------------------------------------------------------- |  | ------------------------ |  | ---------------------------------- | -
|Name of Beneficial Owner                                    |  | Shares BeneficiallyOwned |  | Percent of Common StockOutstanding |  
|Mary Jane Johnson(1)                                        |  | 390,000                  |  | 4.8                                | %
|Robert J. Landis (2)                                        |  | 447,625                  |  | 5.6                                | %
|Thomas Clay                                                 |  | 42,500                   |  | *                                  |  
|Paul Patti(3)                                               |  | 22,500                   |  | *                                  |  
|Steven R. Peskin, M.D.                                      |  | 0                        |  | *                                  |  
|Michael Yuhas                                               |  | 0                        |  | *                                  |  
|Michel Sucher, M.D.                                         |  | 0                        |  | *                                  |  
|Vijay A. Chevli                                             |  | 0                        |  | *                                  |  
|All directors and executive officers as a group (8 persons) |  | 902,625                  |  | 10.7                               | %

---

|* | Less than 1%.
|- | -------------

|(1) | Includes 20,000 shares of Common Stock held directly and 370,000 shares subject to
options that are presently exercisable or exercisable within 60 days of July 31, 2007.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes 107,000 shares of Common Stock held directly and 340,625 shares subject
to options that are presently exercisable or exercisable within 60 days of July 31, 2007.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes 22,500 shares subject to options that are presently exercisable or
exercisable within 60 days of July 31, 2007.
|--- | ------------------------------------------------------------------------------------------------------------------------

ITEM13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with
Related Persons

In August 2005, our principal operating subsidiary, CBC, entered into a marketing agreement with Health Alliance
Network, Inc. (HAN) whereby CBC appointed HAN as its primary representative and marketing agent for commercial business. During the seven months covered by this transition report, two shareholders of HAN were each members of Woodcliff,
the owner of a controlling interest in the Company. On January 12, 2007, the members of Woodcliff sold 100% of their outstanding membership interests in Woodcliff to Hythiam, as described in Note 20 Subsequent Events to the audited,
consolidated financial statements included elsewhere herein. For the seven months ended December 31, 2006 and the year ended May 31, 2006, CBC paid HAN $33,000 and $229,000, respectively, under this agreement.



62



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In February 2006, CBC entered into an agreement with Hythiam whereby CBC would have the exclusive right
to market Hythiams substance abuse disease management program to its current and certain mutually agreed upon prospective clients. The program is an integrated disease management approach designed to offer less restrictive levels of care in
order to minimize repeat detoxifications. Under the agreement, we will pay Hythiam license and service fees for each enrollee who is treated. One of our directors, David Schuster, held the position of Vice President of Corporate Development for
Hythiam during the period covered by this report. On January 12, 2007, Hythiam purchased the membership interests of Woodcliff, the owner of a controlling interest in the Company. There were no transactions resulting from this agreement during
the seven months ended December 31, 2006 or twelve months ended May 31, 2006.

During the period June 1 thru
December 31, 2006, two executive officers served on our Board of Directors and also on the Board of Directors for each of our wholly-owned subsidiary corporations.

Director Independence

Although we are not listed on the American Stock Exchange, we have used the
definition of independent set forth in Section 121(A) of the American Stock Exchange listing standards for the purpose of determining the independence of its directors and members of a committee of its board of directors. Such
standards define an independent director, generally, as one who is not employed by the Company, receives no compensation other than as a director, is not related to a Company officer, and is not an officer or owner of a business having transactions
with us.

During the seven month transition period covered by this report, the following individuals serving as directors were considered
independent:

Eugene Froelich

David Schuster

Dr. Barry A. Stein

Robert Parker

Peter Jesse Walcott

There were no transactions, relationships, or arrangements considered by the Board of Directors in
determining that a director is independent other than those described immediately above under the caption Transactions with Related Persons.

ITEM14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit and Related Fees

The firm of Kirkland, Russ, Murphy & Tapp P.A. (KRMT) currently serves as our independent registered public accounting firm to
perform audits and prepare our income tax returns. The Audit Committee approved 100% of the services described below for audit, tax and related fees.

Audit Fees. The aggregate fees billed by KRMT for professional services rendered in connection with the audit of our consolidated financial statements for the transition period ended December 31, 2006 and review of the
financial statements included in the Companys quarterly reports on Form 10-Q during the transition period was $80,450. The aggregate fees billed by KRMT for the audit of our annual consolidated financial statements and review of the financial
statements included in the Companys quarterly reports on Form 10-Q for the fiscal years ended May 31, 2006 and 2005 were $68,950 and $65,700, respectively.

Audit-Related Fees. The aggregate fees billed by KRMT for assurance and related services related to the performance of the audit or review of the Companys consolidated financial statements and not
described above under Audit Fees were $14,700 for the seven months ended December 31, 2006, $21,500 for fiscal 2006, and $43,200 for fiscal 2005. Audit-related services principally include audits of certain of our subsidiaries and
our 401(k) plan.



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Tax Fees. During the seven months ended December 31, 2006, KRMT billed $26,575 to the Company for
preparing the Companys fiscal 2006 tax returns. During fiscal 2006, KRMT billed $26,850 for preparing the Companys fiscal 2005 tax returns.

All Other Fees. The aggregate fees billed by KRMT for professional services other than services described under Audit Fees, Audit-Related Fees and Tax Fees above were $4,765, during the
seven months ended December 31, 2006 primarily for assurance services related to a bond indenture. For such fees during fiscal 2006, KRMT billed $4,000 for agreed upon procedures relating to a private placement transaction.

The Audit Committee does not believe the provision of non-audit services by the independent accountant impairs the ability of such accountant to maintain independence
with regard to the Company.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committees policy is to pre-approve all audit and permissible non-audit services provided by the Companys independent auditors in
order to assure that the provision of such services does not impair the auditors independence. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one
year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Management is required to periodically report to the Audit Committee regarding the extent of services provided
by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. During the seven months ended December 31, 2006, all services were pre-approved by the Audit Committee in accordance with this
policy.

PART IV

ITEM15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



| |  |     |  |    |  |                                                                                                                                                                
| |  | --- |  | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) |  | 1. |  | Consolidated Financial Statements - Included in Part II of this report:                                                                                        
| |  |     |  |    |  | Report of Independent Registered Public Accounting Firm                                                                                                        
| |  |     |  |    |  | Consolidated Balance Sheets, December 31, 2006 and May 31, 2006 and 2005                                                                                       
| |  |     |  |    |  | Consolidated Statements of Operations for the seven months ended December 31, 2006 and 2005, and fiscal years ended May 31, 2006, 2005 and 2004                
| |  |     |  |    |  | Consolidated Statements of Stockholders Deficit for the seven months ended December 31, 2006 and 2005, and fiscal years ended May 31, 2006, 2005 and 2004     
| |  |     |  |    |  | Consolidated Statements of Cash Flows for the seven months ended December 31, 2006 and 2005 and fiscal years ended May 31, 2006, 2005 and 2004                 
| |  |     |  |    |  | Notes to Consolidated Financial Statements                                                                                                                     
| |  |     | 
| |  |     |  | 2. |  | Consolidated Financial Statement Schedules: None.                                                                                                              
| |  |     |  |    |  | Other schedules are omitted, as required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
| |  |     | 
| |  |     |  | 3. |  | Exhibits:                                                                                                                                                      



|              |  |                                                                                                                                    
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description and Reference                                                                                                          
|              | 
|3.1           |  | Restated Certificate of Incorporation as amended on November 3, 2005 and March 23, 2006. (16)                                      
|              | 
|3.2           |  | Amended and Restated Bylaws, as amended July 20, 2000. (7)                                                                         
|              | 
|3.3           |  | Bylaw amendment.(5)                                                                                                                
|              | 
|3.4           |  | Bylaw amendment, effective October 28, 2005.(15)                                                                                   
|              | 
|3.5           |  | Certificate of Designation, Preferences, and Rights of Series A Convertible Preferred Stock of Comprehensive Care Corporation.(5)  
|              | 
|4.1           |  | Indenture dated April 25, 1985 between the Company and Bank of America, NT&SA, relating to Convertible Subordinated Debentures. (1)
|              | 
|4.2           |  | Form of Common Stock Certificate. (12)                                                                                             
|              | 
|10.1          |  | Form of Stock Option Agreement. *(2)                                                                                               
|              | 
|10.2          |  | Form of Indemnity Agreement as amended March 24, 1994. *(3)                                                                        



64



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|              |  |                                                                                                                                                                            
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description and Reference                                                                                                                                                  
|10.3          |  | Comprehensive Care Corporation 1995 Incentive Plan, as amended on November 17, 1998. (8)                                                                                   
|              | 
|10.4          |  | Amended and Restated Non-Employee Directors Stock Option Plan. *(4)                                                                                                       
|              | 
|10.5          |  | Amendment No. 1 to Comprehensive Care Corporation Amended and Restated Non-Employee Directors Stock Option Plan, effective as of March 23, 2006 .*(16)                    
|              | 
|10.6          |  | Employment Agreement as amended February 7, 2003 between the Company and Robert J. Landis. *(6)                                                                            
|              | 
|10.7          |  | Employment Agreement amendment dated June 14, 2005 between the Company and Robert J. Landis. *(5)                                                                          
|              | 
|10.8          |  | Employment Agreement waiver dated June 14, 2005 between the Company and Robert J. Landis. *(5)                                                                             
|              | 
|10.9          |  | Employment Agreement as amended February 7, 2003 between the Company and Mary Jane Johnson. *(6)                                                                           
|              | 
|10.10         |  | Employment Agreement amendment dated June 14, 2005 between the Company and Mary Jane Johnson. *(5)                                                                         
|              | 
|10.11         |  | Employment Agreement waiver dated June 14, 2005 between the Company and Mary Jane Johnson.*(5)                                                                             
|              | 
|10.12         |  | Employment Agreement dated June 3, 2002 between the Company and Thomas C. Clay. *(9)                                                                                       
|              | 
|10.13         |  | Comprehensive Care Corporation 2002 Incentive Plan as amended. *(10)                                                                                                       
|              | 
|10.14         |  | Stock Purchase Agreement dated June 14, 2005 between the Company and Woodcliff Healthcare Investment Partners LLC.(5)                                                      
|              | 
|10.15         |  | Registration Rights Agreement dated June 14, 2005 between the Company and Woodcliff Healthcare Investment Partners LLC.(5)                                                 
|              | 
|10.16         |  | Marketing Agreement by and between the Company and Health Alliance Network, Inc.(13)                                                                                       
|              | 
|10.17         |  | Sublease Agreement dated May 22, 2006 between Comprehensive Behavioral Care, Inc. and AT&T Corporation (14)                                                                
|              | 
|14            |  | Code of Business Conduct and Ethics. (11)                                                                                                                                  
|              | 
|21            |  | List of the Companys active subsidiaries (filed herewith).                                                                                                                
|              | 
|23.1          |  | Consent of Kirkland, Russ, Murphy & Tapp P.A. (filed herewith).                                                                                                            
|              | 
|31.1          |  | Comprehensive Care Corporation CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                               
|              | 
|31.2          |  | Comprehensive Care Corporation CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                               
|              | 
|32.1          |  | Comprehensive Care Corporation CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|              | 
|32.2          |  | Comprehensive Care Corporation CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

---

|* | Management contract or compensatory plan or arrangement with one or more directors or executive officers.
|- | ---------------------------------------------------------------------------------------------------------

|(1) | Filed as an exhibit to the Companys Form S-3 Registration Statement No. 2-97160.
|--- | ---------------------------------------------------------------------------------

|(2) | Filed as an exhibit to the Companys Form 10-K for the fiscal year ended May 31, 1988.
|--- | --------------------------------------------------------------------------------------

|(3) | Filed as an exhibit to the Companys Form 10-K for the fiscal year ended May 31, 1994.
|--- | --------------------------------------------------------------------------------------

|(4) | Filed as an exhibit to the Companys Form 8-K dated November 9, 1995.
|--- | ---------------------------------------------------------------------

|(5) | Filed as an exhibit to the Companys Form 8-K dated June 14, 2005.
|--- | ------------------------------------------------------------------

|(6) | Filed as an exhibit to the Companys Form 8-K dated February 7, 2003.
|--- | ---------------------------------------------------------------------

|(7) | Filed as an exhibit to the Companys Form 10-K for the fiscal year ended May 31, 2000.
|--- | --------------------------------------------------------------------------------------

|(8) | Filed as an exhibit to the Companys Form 8-K dated November 25, 1998.
|--- | ----------------------------------------------------------------------

|(9) | Filed as an exhibit to the Companys Form 8-K dated June 7, 2002.
|--- | -----------------------------------------------------------------

|(10) | Filed as Appendix A to the Companys definitive proxy statement on Schedule 14A filed on January 28, 2005.
|---- | ----------------------------------------------------------------------------------------------------------

|(11) | Filed as an exhibit to the Companys Form 10-K for the fiscal year ended May 31, 2003.
|---- | --------------------------------------------------------------------------------------

|(12) | Filed as an exhibit to Form S-8 (File No. 333-108561) filed on September 5, 2003.
|---- | ---------------------------------------------------------------------------------

|(13) | Filed as an exhibit to the Companys Form 8-K, dated August 3, 2005.
|---- | --------------------------------------------------------------------

|(14) | Filed as an exhibit to the Companys Form 8-K, dated May 26, 2006.
|---- | ------------------------------------------------------------------

|(15) | Filed as an exhibit to the Companys Form 8-K, dated November 3, 2005.
|---- | ----------------------------------------------------------------------

|(16) | Filed as an exhibit to the Companys Form 10-K for the fiscal year ended May 31, 2006.
|---- | --------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, August 6, 2007.



|   |  |                                             
|-- |  | --------------------------------------------
|   |  | COMPREHENSIVE CARE CORPORATION              
|   | 
|By |  | /s/ MARY JANE JOHNSON                       
|   |  | Mary Jane Johnson                           
|   |  | President and Chief Executive Officer       
|   |  | (Principal Executive Officer)               
|   | 
|By |  | /s/ ROBERT J. LANDIS                        
|   |  | Robert J. Landis                            
|   |  | Chief Financial Officer and Treasurer       
|   |  | (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Company and in the capacities and on the dates so indicated.



|                                        |  |                                                                                                                         |  |               
|--------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | --------------
|SIGNATURE                               |  | TITLE                                                                                                                   |  | DATE          
|                                        |  |                                                                                                                        
|/s/ MARY JANE JOHNSON Mary Jane Johnson |  | President, Chief Executive Officer, and Director (Principal Executive Officer)                                          |  | August 6, 2007
|                                        |  |                                                                                                                        
|/s/ ROBERT J. LANDIS Robert J. Landis   |  | Chairman of the Board of Directors, Chief Financial Officer, and Treasurer (Principal Financial and Accounting Officer) |  | August 6, 2007
|                                        |  |                                                                                                                        
|/s/ STEVEN R.PESKIN Steven R. Peskin    |  | Director                                                                                                                |  | August 6, 2007
|                                        |  |                                                                                                                        
|/s/ MICHEL A. SUCHER Michel A. Sucher   |  | Director                                                                                                                |  | August 6, 2007
|                                        |  |                                                                                                                        
|/s/ MICHAEL YUHAS Michael
Yuhas         |  | Director                                                                                                                |  | August 6, 2007
|                                        |  |                                                                                                                        
|/s/ VIJAY A. CHEVLI Vijay A. Chevli     |  | Director                                                                                                                |  | August 6, 2007



66