THE J. RISH GROUP, INC.
             (FORMERLY BEST OF AMERICA CORPORATION)

             CONSOLIDATED FINANCIAL STATEMENTS

                     DECEMBER 31, 1998



<PAGE>





                      J. RISH GROUP, INC.
             (FORMERLY BEST OF AMERICA CORPORATION)

               CONSOLIDATED FINANCIAL STATEMENTS

                       DECEMBER 31, 1998



<PAGE>



                       TABLE OF CONTENTS


                                                           Page


INDEPENDENT AUDITORS' REPORT                                1


CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets                          2 - 3

     Consolidated Statement of Operations                   4

     Consolidated Statement of Changes in
       Stockholders' Equity (Deficit)                     5 - 6

     Consolidated Statement of Cash Flows                 7 - 8

     Notes to Consolidated Financial Statements           9 - 17


<PAGE>


                    REPORT OF INDEPENDENT AUDITORS



Shareholders and Board of Directors
The J. Rish Group, Inc.



We  have  audited the accompanying consolidated balance sheet  of
The J. Rish Group, Inc. (formerly Best of America Corporation) as
of  December 31, 1998, and the related consolidated statements of
operations, changes in stockholders' equity (deficit),  and  cash
flows  for  the year ended December 31, 1998.  These consolidated
financial statements are the responsibility of The J. Rish Group,
Inc.'s  management.  Our responsibility is to express an  opinion
on these consolidated financial statements based on our audit.

We  conducted  our  audit in accordance with  generally  accepted
auditing  standards.  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.   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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position of The J. Rish Group, Inc. as of December 31, 1998,  and
the  results  of its operations and its cash flows for  the  year
then  ended  in  conformity  with generally  accepted  accounting
principles.

As  explained in Note 3 to the financial statements, The J.  Rish
Group,   Inc.,  acquired  Best  of  America  Corporation   in   a
transaction accounted for as a reverse acquisition and has become
the reporting entity as of December 31, 1998.



POSTLETHWAITE & NETTERVILLE


Baton Rouge, Louisiana
September 21, 1999

<PAGE>

<TABLE>

                        THE J. RISH GROUP, INC.
                (FORMERLY BEST OF AMERICA CORPORATION)
                        BATON ROUGE, LOUISIANA

                      CONSOLIDATED BALANCE SHEET
                           DECEMBER 31, 1998


<CAPTION>

                                ASSETS


<S>                                                                      <C>
CURRENT ASSETS

Cash                                                                     $ 1,680,417
Accounts receivable, net of allowance for
  doubtful accounts of $83,104                                               400,249
Inventory                                                                     11,062
Prepaid expenses                                                              13,450
                                                                         ------------
     Total current assets                                                  2,105,178
                                                                         ------------

NON-CURRENT ASSETS

Property and equipment (at cost)
  net of accumulated depreciation of $191,703                                320,669

Land                                                                         469,150

Intangible assets (net of amortization)                                       56,239

Due from affiliates                                                          169,397
                                                                         ------------



     Total Assets                                                        $ 3,120,633
                                                                         ===========


               The accompanying notes are an integral part of this statement.

</TABLE>

<PAGE>


<TABLE>

<CAPTION>
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


<S>                                                                      <C>
CURRENT LIABILITIES

Accounts payable                                                         $ 1,683,253
Third party payor settlements                                                945,226
Accrued expenses                                                             432,736
Notes payable - current portion                                              528,690
Other liabilities                                                             78,009
                                                                         ------------
     Total current liabilities                                             3,667,914
                                                                         ------------
Note payable - net of current portion                                         46,629
                                                                         ------------

COMMITMENTS AND CONTINGENCIES                                                      -


STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $5 par value, non-voting,
  non-cumulative, non participating,
  convertible, 50,000,000 shares authorized
  432,400 shares issued and outstanding  (Notes 3 and 6)                           -
Common stock, no par value
  1,000,000,000 shares authorized,
  24,731,000 shares issued and outstanding  (Notes 3 and 6)                   80,036

Accumulated deficit  (Notes 3 and 6)                                        (673,946)
                                                                         ------------
     Total Stockholders' Equity (Deficit)                                   (593,910)
                                                                         ------------


     Total Liabilities and Stockholders' Equity (Deficit)                $ 3,120,633
                                                                         ===========

</TABLE>


<PAGE>

                       THE J. RISH GROUP, INC.
                (FORMERLY BEST OF AMERICA CORPORATION)
                        BATON ROUGE, LOUISIANA

                 CONSOLIDATED STATEMENT OF OPERATIONS
                FOR THE YEAR ENDED DECEMBER 31, 1998


REVENUES
  Net patient revenue                                       $ 5,975,962
                                                            ------------
EXPENSES
  Salaries & benefits                                         3,106,797
  Contract labor                                                530,219
  Insurance                                                      60,881
  Office supplies                                               221,512
  Mangement fees                                              1,160,000
  Consulting                                                     82,149
  Rent                                                          362,060
  Repairs & maintenance                                          90,630
  Retention and recruitment of personnel                        221,303
  Utilities                                                     104,576
  Depreciation & amortization                                   139,860
  Bad debts                                                      45,351
  Transportation expense                                        121,930
  Miscellaneous expense                                          80,512
                                                            ------------
                                                              6,327,780
                                                            ------------
LOSS FROM OPERATIONS                                           (351,818)
                                                            ------------
OTHER INCOME AND (EXPENSE)
  Interest income                                                 2,610
  Miscellaneous income                                            8,646
  Interest expense                                              (58,057)
                                                                (46,801)

NET LOSS                                                    $  (398,619)
                                                            =============
Loss per share:                                             $     (0.04)
                                                            =============
Weighted average shares outstanding                           9,215,000
                                                            =============

      The accompanying notes are an integral part of this statement.


<PAGE>

<TABLE>

                                 THE J. RISH GROUP, INC.
                         (FORMERLY BEST OF AMERICA CORPORATION)
                                 BATON ROUGE, LOUISIANA

           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                      YEAR ENDED DECEMBER 31, 1998




<CAPTION>

                                                  Common Stock               Paid in        Common Stock
                                              Shares       Amount            Capital        Subscriptions



<S>                                         <C>           <C>               <C>             <C>
Balance, December 31, 1997,
  Best of America Corporation               9,129,000     $ 1,348,930       $ 26,647        $  (998,000)

     Two for one stock split                        0               0              0                  0

Cancelation of common
  stock subscriptions                        (998,000)       (998,000)             0            998,000

Stock options exercised                       600,000          96,000              0                  0

Adjustment for acquisition  (Note 3)       16,000,000        (366,894)       (26,647)                 0

Net (loss) for the year                             0               0              0                  0
                                           ----------     -----------       ---------       ------------

Balance, December 31, 1998                 24,731,000     $    80,036       $      0        $         0
                                           ==========     ============      ==========      ============

</TABLE>


<PAGE>

<TABLE>

                                 THE J. RISH GROUP, INC.
                         (FORMERLY BEST OF AMERICA CORPORATION)
                                 BATON ROUGE, LOUISIANA

        CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - CONTINUED
                                      YEAR ENDED DECEMBER 31, 1998


<CAPTION>

                                                            Preferred Stock
                                                                               Discount
                                             Preferred       Stock              Below           Accumulated
                                              Shares         Amount              Par              Deficit           Total



<S>                                           <C>         <C>              <C>                  <C>             <C>
Balance, December 31, 1997,
  Best of America Corporation                 216,200     $ 2,162,000      $  (1,732,532)       $ (631,051)     $  175,994

     Two for one stock split                  216,200               0                  0                 0               0

Cancelation of common
  stock subscriptions                               0               0                  0                 0               0

Stock options exercised                             0               0                  0                 0          96,000

Adjustment for acquisition  (Note 3)                0      (2,162,000)         1,732,532           355,724        (467,285)

Net (loss) for the year                             0               0                  0          (398,619)       (398,619)
                                              --------    ------------     --------------       -----------     -----------

Balance, December 31, 1998                    432,400     $         0      $           0        $ (673,946)     $ (593,910)
                                              ========    ============     ===============      ============    ===========

</TABLE>

<PAGE>



                   THE J. RISH GROUP, INC.
         (FORMERLY BEST OF AMERICA CORPORATION)                Page 1 of 2
                   BATON ROUGE, LOUISIANA

            CONSOLIDATED STATEMENT OF CASH FLOWS
                YEAR ENDED DECEMBER 31, 1998



CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                   $  (398,619)
  Adjustments to reconcile net loss to net
    cash provided by operating activities:
      Depreciation and amortization                              139,860
      Provision for bad debts                                     45,351
      Changes in assets and liabilities:
      Decrease in accounts receivable                            307,155
      Increase in prepaid                                         (5,601)
      Increase in third party settlements                        945,226
      Increase in accounts payable and
        accrued expenses                                       1,137,418
      Increase in other liabilities                               26,336
                                                             -----------
          Net cash provided by operating activities            2,197,126
                                                             -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Increase receivable from affiliates                           (168,668)
  Acquisition of cash from purchase                                1,911
  Acquisition of intangibles                                     (79,218)
Acquisition of office equipment                                 (276,283)
                                                             -----------
          Net cash used in investing activities                 (522,258)
                                                             -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of notes payable                                     (35,555)
                                                             -----------
          Net cash used in financing activities                  (35,555)
                                                             -----------
Increase in cash                                               1,639,313

Cash and cash equivalents, beginning of period                    41,104
                                                             -----------
Cash and cash equivalents, end of period                     $ 1,680,417
                                                             ===========


        The accompanying notes are an integral part of this statement.


<PAGE>

                 THE J. RISH GROUP, INC.
          (FORMERLY BEST OF AMERICA CORPORATION)              Page 2 of 2
                  BATON ROUGE, LOUISIANA

                 STATEMENT OF CASH FLOWS
               YEAR ENDED DECEMBER 31, 1998



Supplemental cash flow information:

Cash paid for interest                                       $    58,057
                                                             ===========
Cash paid for income taxes                                   $         -
                                                             ===========

Non-cash investing and financing activities:

On December 29, 1998, a transaction similar to a reverse acquisition of
the Company was completed.  No cash was exchanged during the transaction.
The following assets and liablilities were received:

Current assets                                               $    11,970
Furniture and fixtures                                             3,992
Land                                                             469,150
Other assets                                                       3,258
Accounts payable                                                 323,937
Other liabilities                                                  7,251
Notes payable                                                     79,057



        The accompanying notes are an integral part of this statement.



<PAGE>

1. ORGANIZATION AND NATURE OF BUSINESS

  The  J. Rish Group, Inc., formerly Best of America Corporation,
  was  incorporated on April 1, 1988, in the State  of  Colorado.
  The  Company emerged from the development stage in 1996 and was
  in  the  business of constructing, selling and  managing  self-
  service  and  full service car wash facilities and other  types
  of  properties  in  the  United States; however,  activity  was
  nominal, with gross sales in 1997 of less than $100,000  and  a
  net  loss  of $232,001.  The Company was basically  dormant  in
  1997 and 1998.

  During  fiscal 1998, Best of America Corporation merged into  a
  shell  corporation primarily to change its name to The J.  Rish
  Group,  Inc. (the Company) and to change its state of  domicile
  to  Louisiana.  In conjunction with the merger, preferred stock
  was  exchanged  on  a two-for-one basis and  common  stock  was
  exchanged on a one-for-one basis.

  Also   during  1998,  four  companies  owned  by  the  majority
  shareholder, were acquired by the dormant public company.   The
  subsidiaries  took  over  operating  control  of  the  combined
  entity.   This  is  considered to be a capital  transaction  in
  substance,  rather  than a business combination  and  has  been
  accounted  for  in  a manner similar to a reverse  acquisition.
  (See Note 3)

  The  new  Company  operates outpatient  rehabilitation  centers
  located  in  Louisiana and Mississippi.  The  Company  provides
  supportive  services  to individuals at outpatient  facilities.
  These   services  include  rehabilitative  services   such   as
  physical,  occupational and speech therapy.   The  Company  had
  two  facilities that started operations during 1997, two  other
  facilities that began full operations at the beginning of  1998
  and two facilities that started operations during 1998.

2.SIGNIFICANT ACCOUNTING POLICIES

  Basis of Presentation

      The  consolidated  financial  statements  of  include   the
   accounts  of  The J. Rish Group, Inc. and all  of  its  wholly
   owned  subsidiaries.   All significant  intercompany  accounts
   and transactions have been eliminated in consolidation.

  Use of Estimates

     The  preparation of financial statements in conformity  with
   generally  accepted accounting principles requires  management
   to  make  estimates and assumptions that affect  the  reported
   amounts   of   assets  and  liabilities  and   disclosure   of
   contingent  assets  and  liabilities  at  the  date   of   the
   financial statements and the reported amounts of revenues  and
   expenses  during the reporting period.  Actual  results  could
   differ from those estimates.

    Fixed Assets

     The Company depreciates its property and equipment utilizing
   the  straight line method over periods of five to seven years.
   Depreciation expense was $113,454 for the year ended  December
   31, 1998.

<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES  (continued)

    Loss Per Share

     In  February 1997, the Financial Accounting Standards  Board
   (FASB)  issued SFAS No. 128, Earnings Per Share. SFAS No.  128
   supercedes   and   simplifies   the   existing   computational
   guidelines  under  Accounting Principles Board  (APB)  Opinion
   No. 15, Earnings Per Share.

     The  statement is effective for financial statements  issued
   for  periods  ending  after December 15,  1997.   Among  other
   changes,  SFAS No. 128 eliminates the presentation of  primary
   earnings  per  share and replaces it with basic  earnings  per
   share  for  which common stock equivalents are not  considered
   in  the  computation.   It  also revises  the  computation  of
   diluted earnings per share.  The Company has adopted SFAS  No.
   128  and there is no material impact to the Company's earnings
   per share, financial condition, or results of operations.

     The  basic  loss per share is computed by dividing  the  net
   loss  for the period by the weighted average number of  common
   shares outstanding for the period.

    Cash and Cash Equivalents

     Cash  and cash equivalents consist of cash and other  highly
   liquid  debt  instruments with an original  maturity  of  less
   than three months.

  Inventories

     The  Company values its inventory which consists principally
   of supplies at cost using the first-in, first-out method.

    Financial Instruments

     The  Company's short term financial instruments  consist  of
   cash  and  cash  equivalents,  accounts  receivable,  accounts
   payable  and  short-term notes payable.  The carrying  amounts
   of  such  financial instruments approximate fair value because
   of the short term maturities of these instruments.

    Net Patient Revenue

     Net  patient  service revenue represents the  estimated  net
   realizable  amounts  from  patients, third-party  payors,  and
   others   for  services  rendered.   For  revenue  recognition,
   revenue is recorded when services are performed.

    Third-Party Contractual Adjustments

     Contractual adjustments represent the difference between the
   Company's  established billing rate for covered  services  and
   amounts   reimbursed  by  third-party  payors,   pursuant   to
   reimbursement agreements.  These adjustments are  included  in
   net patient revenue.

<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES  (continued)

    Allowance for Doubtful Accounts

     The  allowance  for  uncollectible accounts  is  established
   based  on  prior  experience  and management's  assessment  of
   collectibility.

    Long-Lived Assets

      In   accordance  with  Statement  of  Financial  Accounting
   Standards No. 121 (FAS 121), Accounting for the Impairment  of
   Long-Lived  Assets to be Disposed Of, the Company reviews  for
   the  impairment of long-lived assets and certain  identifiable
   intangibles   whenever  events  or  changes  in  circumstances
   indicate  that  the carrying amount of an  asset  may  not  be
   recoverable.   Under  FAS  121, an impairment  loss  would  be
   recognized  when  estimated  future  cash  flows  expected  to
   result  from the use of the asset and its eventual disposition
   is  less  than its carrying amount. No such impairment  losses
   have been identified by the Company.

    Amortization of Intangible Assets

     Amounts paid for outpatient rehabilitation centers in excess
   of  the fair value of assets and liabilities has been recorded
   as  goodwill.   This amount is being amortized  over  a  three
   year life using the straight-line method.

  Income Taxes

     Provisions  for income taxes are based on taxes  payable  or
   refundable  for  the  current  year  and  deferred  taxes   on
   temporary  differences between the amount  of  taxable  income
   and  pretax  financial income and between  the  tax  bases  of
   assets  and  liabilities  and their reported  amounts  in  the
   financial  statements.   Deferred tax assets  and  liabilities
   are  included in the financial statements at currently enacted
   income  tax  rates  applicable to  the  period  in  which  the
   deferred  tax  assets  and  liabilities  are  expected  to  be
   realized  or  settled as prescribed in Statement of  Financial
   Accounting  Standards  (SFAS) No. 109, Accounting  for  Income
   Taxes.   As changes in tax laws or rates are enacted, deferred
   tax  assets and liabilities are adjusted through the provision
   for income taxes.

    Stock-Based Compensation

      The   Company   continues   to  account   for   stock-based
   compensation  using the intrinsic value method  prescribed  in
   Accounting  Principles Board Opinion No. 25,  "Accounting  for
   Stock  Issued  to  Employees".  Compensation  cost  for  stock
   options,  if  any,  is measured as the excess  of  the  quoted
   market price of the Company's stock at the date of grant  over
   the  amount  an  employee  must  pay  to  acquire  the  stock.
   Restricted  stock is recorded as compensation  cost  over  the
   requisite  vesting periods based on the market  value  on  the
   date  of  grant.   Compensation cost for shares  issued  under
   performance  share plans is recorded based  upon  the  current
   market  value  of  the Company's stock  at  the  end  of  each
   period.   There were no transactions applicable to stock-based
   compensation during 1998.

     Statement  of  Financial Accounting Standards  ("SFAS")  No.
   123,  "Accounting  for Stock-Based Compensation",  established
   accounting  and  disclosure requirements using  a  fair-value-
   based   method   of  accounting  for  stock   based   employee
   compensation plans.  The Company has elected to remain on  its
   current  method  of  accounting as described  above,  and  has
   adopted the disclosure requirements of SFAS No. 123.

3. ACQUISITION

  On  December  29,  1998, the Company was  combined  with  other
  companies  owned by the majority shareholder in  a  transaction
  similar to a reverse acquisition.  During this transaction  the
  dormant public company acquired the following companies,  which
  were  wholly  owned by the majority shareholder,  into  The  J.
  Rish  Group:  Baton  Rouge Outpatient  Rehab,  Inc.,  Feliciana
  Outpatient  Services, Inc., S.W. Mississippi  Outpatient  Rehab
  of  Woodville,  Inc.,  S.W.  Mississippi  Outpatient  Rehab  of
  Glouster,  Inc., S.W. Mississippi Outpatient Rehab of  Natchez,
  Inc.,  S.W. Mississippi Outpatient Rehab of Port Gibson,  Inc.,
  N.E.  Outpatient Rehab Services of Delhi, Inc., N.E.  Louisiana
  Outpatient  Rehab of Monroe, Inc. and J Co, Inc.  (collectively
  the CORFs).

  The  CORFs, which engage in outpatient rehabilitation activity,
  became  wholly  owned subsidiaries of the Company  through  the
  exchange  of  16,000,000 shares of the Company's  common  stock
  for  all  of the outstanding stock of the CORFs.  However,  due
  to  the CORF's having operating control of the combined Company
  after  the transaction the CORFs are deemed to be equal to  the
  accounting acquirer in a reverse acquisition.

  The   accompanying  statement  of  operations  and  cash  flows
  reflect  only  the activity of the CORF's for  the  year  ended
  December   31,   1998.   Information  for  the   statement   of
  operations  for  the period ended December  31,  1997  for  the
  CORFs  was  not  available to be included in  the  accompanying
  financial  statements.  Adjustments were made to the  Company's
  stockholder  equity  section to reflect the  substance  of  the
  transaction  to  common  and preferred  stock  and  accumulated
  deficit  of  the  new  combined   entity  and  to  adjust   the
  accumulated  deficit  of  the former Company  for  all  periods
  prior to December 29, 1998.

  Summarized  results of operations of the companies as  if  they
  were  combined  for  the period from January  1,  1998  through
  December 29, 1998, the date of acquisition, are as follows:

                                        The J. Rish
                                        Group, Inc.

               Net sales               $    6,049,201
               Net loss               ($      716,176)

4. OPTIONS

  The  Company paid $2,500 and $1,500 for options to purchase the
  present  office  building and adjacent land  for  $160,000  and
  $110,000,  respectively.  As of December 31, 1998, the  options
  had not been exercised.


5. NOTES PAYABLE


                                                        Due Within   Due After
                                                        One Year     One Year

Note payable to an individual dated
December, 1998, in original amount of $34,486,
payable in monthly installments of $900 and
including interest at 10%.  Collateralized by the
car wash.                                                $    7,698   $ 26,788

Note payable to a related party of a tract of land in
Louisiana, dated October, 1997, in original amount
of $39,683, payable in annual installments of $9,921
and bearing interest at 10%.  Collateralized by the
land in Louisiana.                                           24,730     19,841

Note payable to a bank with various dates, in original
amount of $123,367, payable in monthly installments
with the final payment due in September 1999,
and bearing interest at rates between 6.94% and 7.30%.
Collateralized by inventory, equipment and accounts
receivable.                                                 111,398          -

Note payable to a bank dated December, 1996, in
original amount of $325,000, payable in monthly
installments with the final payment due in April 1999,
and bearing interest at 9.50%.  Collateralized by
inventory, equipment and accounts receivable.               119,203          -

Note payable to a bank dated February 1998,
payable in monthly installments with the final
payment due in February 1999, and bearing interest
at 10.5%.  Collateralized by equipment.                     115,661          -

Note payable to a bank dated January 1998,
payable in monthly installments with the final
payment due in January 1998, and bearing interest
at 8.25%.  Guaranteed by a relate                           150,000          -



                                                         $ 528,690    $ 46,629


6. STOCKHOLDERS' EQUITY

    Preferred Stock

   The   preferred  stock  is  non-voting,  non-cumulative,  non-
   participating,  convertible preferred stock.    The  stock  is
   convertible  into two shares of common stock of  the  Company.
   As  a result of the acquisition the preferred stock was deemed
   to  have no value in the transaction and was adjusted to  zero
   at December 31, 1998.

   Common Stock

   As  a result of the acquisition, the value of the common stock
   outstanding  was  adjusted to reflect  the  substance  of  the
   transaction.  An additional 16,000,000 shares were  issued  on
   December 29, 1998 to complete the acquisition.

   Accumulated Deficit

   The  beginning accumulated deficit of The J. Rish Group, Inc.,
   formerly Best of America Corporation, was adjusted to  reflect
   only  the  accumulated deficit of the acquirer  (the  CORF's).
   (See Note 3)

7.    THIRD-PARTY RATE ADJUSTMENTS AND REVENUE

  Approximately  90%  of  the net client  service  revenues  were
  derived   under  federal  third-party  reimbursement  programs.
  These  revenues  are  based,  in part,  on  cost  reimbursement
  principles  and are subject to audit and retroactive adjustment
  by  the  respective third-party fiscal intermediaries.  In  the
  opinion of management, retroactive adjustments, if any, may  be
  material  to  the financial position, results of operations  or
  cash flows of the Company.  The net amount owed to Medicare  at
  December 31, 1998 was approximately $945,000.

8.  INCOME TAXES

  Deferred  income  taxes  may arise from  temporary  differences
  resulting  from income and expense items reported for financial
  accounting  and  tax  purposes in different  period.   Deferred
  taxes  are  classified as current or non-current, depending  on
  the  classification  of assets and liabilities  to  which  they
  relate.   Deferred  taxes  arising from  temporary  differences
  that  are  not related to an asset or liability are  classified
  as  current  or non-current depending on the periods  in  which
  the   temporary  differences  are  expected  to  reverse.   The
  deferred  tax  asset of approximately $136,000  resulting  from
  the loss carryforward described below has been fully reserved.

  The  Company  currently  has net operating  loss  carryforwards
  aggregating approximately $400,000 which expire in 2014.


9. RELATED PARTY TRANSACTIONS

 In  addition to the leases described in Note 10, and  the  loans
 described  in Note 5, the Company has identified the  following
 related  party transactions with stockholders and companies  in
 which the majority stockholder has partial ownership:

       1.  The Company  has a month-to-month agreement to operate
       a car wash owned by an entity controlled by the  Company's
       majority shareholder. The Company pays a monthly rental of
       $1,100  for  which it  receives  all revenues from the car
       wash and is responsible for its operating expenses.

       2.  The   Company   purchased  leasehold improvements from
       a  company  related through the majority shareholder.  The
       purchases  amounted to $33,645 for the year ended December
       31, 1998.

       3.  The   Company   repaid   $205,293  in  advances  from
       shareholders during the year ended December 31, 1998.

 The   Company  has  an  unsecured,  non-interest  bearing   note
 receivable   from  the  majority  shareholder  of  $83,000   at
 December 31, 1998.

 The  Company  has  receivables unsecured,  non-interest  bearing
 from affiliates totaling $85,668 at December 31, 1998.

10. COMMITMENTS AND CONTINGENCIES

 The  Company leases office facilities under leases extending  to
 2002.   The majority of the leases have renewal options of  two
 to  three  years  at rates comparable to the  present  charges.
 Rental  expense  for  the  year ended  December  31,  1998  was
 $362,060.   The  Company anticipates that  rental  expense  for
 these leases will continue at rates commensurate with the  1998
 amount  over  the next four years.  Minimum rental  commitments
 are as follows:

                     1999                $ 147,680
                     2000                  115,570
                     2001                   41,220
                     2002                   34,375
                                         $ 338,845

 Included in rent expense for 1998 is $27,500 of rent paid  to  a
 related  party  for  the use of office space.   Commitments  to
 this related party are included in the above schedule.

 A  subsidiary  of  the  Company is named as  a  defendant  in  a
 lawsuit  regarding a promissory note.  The note was assumed  by
 a stockholder  of the Company in a previous year  and  is  not
 reflected  on the books of the subsidiary.  However, since  the
 subsidiary  was  the  original  maker  on  the  note,   it   is
 contingently  liable.   The suit is for approximately  $120,000
 plus  8%  interest  from  May 31, 1999  plus  20%  of  fees  on
 principal  and interest.  The outcome of this suit  is  unknown
 and  has  not  been  recorded  in  the  accompanying  financial
 statements.


11.  STOCK OPTION PLANS

  The  Company has a fixed employee stock-based compensation plan
  and  a  performance-based  plan.  Under  the  fixed  plan,  the
  Company may grant options for up to 10% of common stock  shares
  issued  and outstanding.  The exercise price of each option  is
  equal  to  the market price of the Company's stock on the  date
  of  grant.   The maximum term of the options is 10  years,  and
  they  vest  at the end of 5 years.  Under the performance-based
  plan,  the  Company may grant options at its  discretion.   The
  exercise  price of performance-based options is  equal  to  the
  market  price of the Company's stock on the date of the  grant.
  There are no options outstanding at December 31, 1998.

12. SUBSEQUENT EVENTS

   The following acquisitions were made subsequent to year end:

     1) In  April,  1999 the  Company  purchased a 30-bed rehabilitation
     hospital  in Monroe, LA for a total purchase price of $500,000.

     2) In  March,  1999,the  Company purchased an outpatient
     rehabilitation clinic  in  Greenville, MS for $85,000.

     3) In May, 1999, the Company  purchased a mental health clinic
     in  Miami,  FL  for $125,000.

   All  acquisitions  will be accounted for  using  the  purchase
   method of accounting.

13. RETIREMENT PLAN

  The Company adopted a 401(k) retirement plan effective June 1,
  1998.   The Plan covers employees who are at least 21 years  of
  age  with  one or more years of service.  The Company does  not
  offer a match or any other type of contribution to the plan.

14.  STOCK COMPENSATION PLAN

  The  Company adopted an executive stock compensation plan  in
  December  of 1998 in order to retain, attract and motivate  key
  employees, officers and executive personnel.  The plan will  be
  administered by a compensation committee consisting of two non-
  employed  directors.   The  Company  did  not  compensate   any
  covered persons in the 1998 fiscal year.


15. CONCENTRATIONS OF CREDIT RISK

 The  Company  grants credit without collateral to  its  clients,
 most  of whom are local residents and are insured under  third-
 party  payor Agreements.  Revenues from clients and third-party
 payors were as follows:

      Net Revenues

      Medicare                   90%
      Medical and IMS             4%
      PPOs                        3%
      Other Third-Party Payors    3%
                                100%

 The  Company  maintains its cash balances in  various  financial
 institutions  located in areas of operation.  The balances  are
 insured  by  the  Federal Deposit Insurance Corporation  up  to
 $100,000.   At December 31, 1998, the Company's uninsured  cash
 balances totaled $339,579.

16. STOCK OPTIONS GRANTED

 During  1997, the Company entered into a consulting  contract
 that  granted  the  consultant the option  to  purchase  up  to
 1,000,000  shares  of common stock at varying  prices.   During
 1998,  the  consultant exercised options for  the  purchase  of
 600,000  shares  at .16 cents per share.  In consideration  for
 the  600,000  shares, the Company received $6,000 in  cash  and
 cancelled $90,000 of accounts payable to the consultant.