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

                                    FORM 10-K

|X|   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934 for the fiscal year ended May 31, 1999

|_|   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the transition period from ________ to ________

                         Commission File Number 1-10751

                         STAR MULTI CARE SERVICES, INC.
                         ------------------------------
                       (Name of Registrant in its charter)

             New York                                    11-1975534
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization

               33 Walt Whitman Road, Huntington Station, NY 11746
--------------------------------------------------------------------------------
               (Address of principal executive office) (Zip Code)

Issuer's telephone number, including area code: (516) 423-6688

Securities registered pursuant to Section 12(b) of the Exchange Act:

        Title of Each Class            Name of each exchange on which registered

Common Stock, par value $.001 per share      Nasdaq National Market System
--------------------------------------       -----------------------------

Securities registered pursuant to Section 12(g) of the Exchange Act:  None

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirement for the past 90 days.
                                                                  Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure will 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. [ ]

On September 10, 1999 the aggregate market value of the Common Stock of Star
Multi Care Services, Inc. held by non-affiliates, (4,557,565 shares) was
$5,423,502 (based upon the closing price of the Common Stock on such date on the
Nasdaq National Market System).

As of September 10, 1998, the Registrant had 5,402,306 shares of Common Stock
outstanding.

                     DOCUMENTS INCORPORATED BY REFERENCE

Portions of the issuer's Definitive Proxy Statement for the 1999 Annual Meeting
of Shareholders of the Company are incorporated by reference into Part III
hereof.

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                                    PART I

Item 1. Description of Business

General Background and History

Star Multi Care Services, Inc. (the "Company") is in the business of providing
professional and paraprofessional home health care personnel services to
elderly, ill and physically challenged individuals in their homes, and to a
lesser extent the Company provides health care facility staffing services for
hospitals and nursing homes. The Company is licensed and / or certified in five
states to provide a full array of health care personnel services, which include
Registered Nurses, Licensed Practical Nurses, Home Health Aide, Nurse Aide, and
Personal Care Aide services. In some states the Company is also licensed and /
or certified to provide Physical Therapy, Speech Therapy, Occupational Therapy,
Respiratory Therapy, and Medical Social Work services.

The Company was established in1938 in Brooklyn, New York and was purchased by
present management in 1987 at which time the primary focus of the organization
was the provision of facility staffing and private duty nursing services. After
the Company was acquired management successfully secured, in 1989, New York
State Department of Health approval as a Licensed Home Care Services Agency.
This expanded the Company's scope of services into the home care market.
Management initiated an IPO in 1991 with the Company becoming publicly traded on
the NASDAQ small cap market, and in 1995 the Company began trading on the NASDAQ
National Market. In addition, the Company has maintained accreditation by the
Joint Commission on Accreditation of Health Care Organizations (JCAHO) since
1992 and was awarded in May 1999 Joint Commission Accreditation with
Commendations, attesting to the Company's commitment to the delivery of high
quality health care services.

The Company maintains 12 Licensed offices within the five States it operates in,
which include New York (4 offices), New Jersey (5 offices), Pennsylvania (1
office), Ohio (1 office), and Florida (1 office). Additionally, Star also
currently maintains as a provision of State licensing and contracting
requirements Medicare Certified Home Health Agency operations in the states of
Pennsylvania and Ohio. Star maintains full functionality for service provision
across the Company 7 days a week 24 hours a day. Combined through these offices
Star employs over 5000 full-time and part-time employees and services over 7,500
clients annually. The Company also maintains corporate facilities in Florida for
data processing, with the principal executive offices of the Company being
located in Huntington, New York.

The Company grew through a series of acquisitions that began in 1992 with the
acquisition of certain assets from Unity Healthcare Holding Company, Inc. and
its subsidiaries (Unity). This expanded the Company's operations within its
existing New York and the adjacent New Jersey markets by adding new contract
rights for provision of home care services. In addition, the Unity acquisition
added new operations in the state of Florida, which included both, Medicare
certified (later discontinued in 1999) and licensed operations in South Florida.
In 1993, the Company further expanded its home care operations in New York
through the acquisition of certain assets of DSI Health Care Services, Inc.
(DSI). This acquisition added new contract relationships within the County of
Nassau with facility based Certified Home Health Care Agencies, Long Term Home
Health Care Programs, and Hospices as well as expanded the Company's existing
Medicaid operations within the County.

In May of 1995, the Company acquired certain assets of Long Island Nursing
Registry, Inc. ("LINR") which again augmented its existing operations in Nassau
County by both adding new contracts and


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expanding existing contract relationships. The acquisition of LINR expanded
Company operations into the new markets of Suffolk and Onondaga (Syracuse Area)
Counties for provision of contract Medicaid Personal Care Services, Medicaid
Skilled Nursing Services and a variety contracts with facility based Certified
Home Health Agencies, Long Term Home Health Care Programs, and Hospice Programs.
However, the Company formally withdrew from the Syracuse market on May 1, 1999
by closing this office in conjunction with its consolidation and restructuring
initiatives. The acquired assets of LINR included all of the fixed assets,
certain of the contract and intellectual property rights and all of the records,
Customer and Personnel lists, files, and books with respect to or in connection
with the health care business conducted by LINR. Finally, this acquisition added
depth into the Company's operational, clinical, and information system
management staff.

In August of 1996, the Company and AMSERV Health Care, Inc. consummated a merger
whereby the Company acquired control of Amserv, which resulted in Amserv
becoming a wholly owned subsidiary of the Company. This acquisition
significantly expanded the Company within the northern and central New Jersey
markets by adding five new office locations in New Jersey. Amserv Health Care of
New Jersey, Inc. is a provider of Medicaid and Medicaid Waiver reimbursed
paraprofessional services, as well as contract services with Certified Home
Health Agencies and Hospice Programs. Amserv Health Care of New Jersey, Inc.
does some facility staffing services for skilled professional nursing services
and recently added a professional nursing division. In addition, this
acquisition also brought Star one office in Ohio operating under the name of
Amserv Health Care of Ohio, Inc., d/b/a Central Star Home Health Services which
provides Medicaid and Medicaid Waiver paraprofessional services as well as
facility staffing services for professional nursing staff. The office also
provides some limited Medicare reimbursed services.

On September 9, 1997 the Company consummated an Agreement and Plan of Merger
with Extended Family Care Corporation (EFCC). The Agreement between the Company
and EFCC provided for the merger of EFCC Acquisition Corp. (Merger Sub), a New
York Corporation and a wholly-owned subsidiary of the Company, with EFCC, with
EFCC merging with and into the Merger Sub. The EFCC acquisition added to the
Company's existing New York and New Jersey operations as well as expanded these
operations by introducing new service contracts that were similar to and
compatible with existing paraprofessional contracts in these regions.
Additionally, the Company added new market operations in Allentown,
Pennsylvania. This particular office predominately specializes in the provision
of skilled Pediatric Nursing services. This office is both Medicaid approved and
Medicare certified.

Organizational Restructuring Changes

The Company has been confronted with a variety of Medicare and Medicaid
reimbursement, service authorization, and regulatory changes as well as internal
and governmental audit finding which necessitated that the Company implement an
internal operating restructuring. This restructuring included;

      o     Senior and middle management personnel changes

      o     General staff consolidations and reductions

      o     The physical relocation of the Accounting Department from Florida to
            the executive offices in New York

      o     The closing of under performing office operations and facilities

      o     Discontinuation of certain significant Medicare operations in
            Florida,

      o     Discontinuation of certain under performing low margin contracts

      o     Implementation of standardized automated operating systems across
            the Company

      o     Implementation of a Corporate Compliance Program.


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Senior and middle management changes were initiated within the accounting,
operational, and clinical management team, which were modified or replaced to
include industry known professionals with a variety of health care skills and
expertise. These personnel changes included the complete restructuring of the
Resource Center, which is responsible for payroll, billing and collection
activities. This resulted in a 40% personnel reduction at the Resource Center,
which was achieved by the end of the second quarter through automation and job
description efficiencies. In the third quarter, the Company completed an
administrative restructuring process across all offices that resulted in, an
additional, $1.2 million dollars in annualized personnel reductions. Finally, in
the fourth quarter the Company initiated and completed the relocation of the
Accounting Department from Florida to the executive offices in New York.

The Company also initiated the consolidation of certain licensed offices in both
Florida and New York. The licensed offices located in Miami Lakes and Lake Worth
were consolidated and centralized into the Company's Hollywood office to
increase operational efficiency in the region and reduce cost. Simultaneously,
the Company terminated certain under performing low margin managed care
contracts in the region to increase the regional operating margin. Additionally,
the Company effective February 26, 1999 discontinued Medicare Certified Home
Health Agency operations in Florida due to changes in the Medicare reimbursement
and authorization methodologies. Finally, on May 1, 1999 the Company closed its
Syracuse office due to cost containment considerations.

Effective January 1, 1999 the Company successfully completed an, 18 month,
automation restructuring project by placing all offices on the same operating
software for client intake, scheduling, personnel, clinical data base
management, billing and compliance. The software downloads data to the Resource
Center into a standard accounting package for payroll, billing, collection,
financial and general ledger processing. The Company chose industry tested and
proven products for both front office operations and accounting that were
compatible with regulatory requirements and are Y2K compliant. These changes
marked a significant transition from multiple operating systems to one
integrated standardized operating system.

Finally, the Company initiated a three tier compliance structure which includes:
(1) Corporate Patient Care Committee which meets quarterly to review and
establish new policies and procedures, and reviews internal audit findings by
department and branch;
(2) Regional Quality Improvement Audit Committees, which conduct a series of
operational, financial, clinical and personnel audits across all offices and
departments. These audits test all regulatory and operational aspects with all
findings reported to the Director of Corporate Compliance.
(3) The Corporate Compliance Program provides an additional layer of internal
audits, investigation, and reporting. The program provides for a Director of
Corporate Compliance who operates under the direction of and reports directly to
the Company's Board of Directors.

Customer Base

The Company has four types of customers, which form the base of its referral
source. The customer base includes Federally and State funded public assistance
programs (Medicare, Medicaid), other third party payers (subcontracts),
insurance companies and private pay customers.

A substantial portion of the Company's revenues are derived from home health
care services provided to patient's who are eligible for Medicaid services
referred to the Company through contract or subcontract relationships. The
Company maintains State and / or County approval and / or contracts in New York,
New Jersey, Ohio, and Pennsylvania for provision of professional and
paraprofessional


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Medicaid services which include Registered Nurse, Licensed Practical Nurse, Home
Health Aide, Personal Care Aide, Homemaking, and Live-in Companion services.
Each State maintains its own initial approval and annual re-approval criteria,
which are subject to audit and / or accreditation processes. These services are
reimbursed directly by State and / or local government and represent a
combination of federal, state and local funding. Clients are referred to the
Company by physicians, hospital discharge planning departments and community
based medical service organizations. The majority of the business in the states
of New York, New Jersey, Ohio, and Pennsylvania is Medicaid reimbursed. If a
contract were to be lost or an annual approval / accreditation not secured it
could have a material and adverse effect on the Company's operating results.

Although the Company discontinued Medicare operations in the state of Florida it
is still federally certified to provide Medicare reimbursed Certified Home
Health Agency services in the states of Ohio and Pennsylvania. However, the
Company conducts no Medicare reimbursed business in Pennsylvania and a minimal
amount in Ohio with client referrals coming from physicians, hospital discharge
planning departments, and community based medical service organizations.

During the fiscal years ended May 31, 1999, 1998, and 1997, 70%, 61% and 59%
respectively of the Company's revenue were attributable to Medicare, Medicaid
and other governmental programs. The reason for the increase in the most recent
fiscal year is that the Company realized the full impact of the EFCC operations
and the elimination of under performing low margin managed care contracts.

The Company's next largest customer base is derived from other third party
payers which consist of subcontracting relationships for provision of personnel
with community and facility based organizations who are reimbursed directly by
Medicaid and Medicare. This type of subcontract relationship is maintained with
Certified Home Health Agencies, Long Term Home Health Care Programs, Hospice
Programs, Health Maintenance Organizations (HMOs), and Case Management
Organizations. Referrals and reimbursement for client care initiates from these
facilities, which in turn are reimbursed by Medicare or Medicaid. This source
has accounted for 15%, 19% and 24% of revenue for fiscal years 1999, 1998, and
1997 respectively.

The insurance segment of the Company's business represented 14%, 18% and 16% of
the Company's revenue in 1999, 1998, and 1997, respectively. This business is
made up of a mix of Long Term Care Insurance, Workers Compensation Insurance,
Commercial HMO Insurance, Preferred Provider Organizations (PPO), and general
health insurance policies which provide a home health care service benefit.
Insurance referrals can come directly through contractual relationships with
insurance companies, network alliances, physicians, and hospital based discharge
planners.

Private pay customers have represented approximately 1% of revenue in each of
the last three fiscal years. These clients for a variety of reasons choose to
pay privately because the client is ineligible for public assistance programs,
chooses to supplement services provided by Medicare or an insurance program, or
have elected to pay part or all of their care out of pocket. These customers
come predominantly through referrals from physicians, hospital discharge
planners, and community based organizations.

Marketing and Sales

The Company maintains marketing activities in each of the five states it
operates in and concentrates its efforts through the use of regional marketing
teams. The Company believes in the use of office specific Operational Plans for
the management and marketing of regional sales. The individual Office


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Operational Plan format provides for the comprehensive approach to office
growth, marketing, and recruitment, as well as the clinical and fiscal operation
of each office. The plan objective is to maximize internal growth and assure
clinical / fiscal integrity. The plan serves as the framework for development of
a continual process for Quality and Performance Improvement in all areas of
responsibility including marketing. The marketing component of the plan
identifies all potential referral sources and establishes a systematic referral
source contact strategy across the marketing and office staff. The plan is
continually reassessed by management and refined to ensure success, and serves
as an evaluation tool to identify strengths as well as areas needing
organizational support.

The Company maintains regional marketing staff that focus on the sales and
marketing component goals of these plans. The Company markets to the key
representatives of the contracting institutions, hospital discharge planning
departments, insurance companies, community based facilities, and physicians to
secure contractual and referral relationships. Representatives visit targeted
facilities and programs, while maintaining the Company's presence with existing
referral sources and acting as the first line of communication with new referral
sources. Beyond the traditional personnel services offered by the industry the
Company offers facility staffing, Shared Aide Team Model services, Skilled High
Tech Nursing and Pediatric Nursing specialty services. From an operational
perspective the Company markets quality benchmarks as demonstrated by its Joint
Commission accreditation (JCAHO) and a full functioning Corporate Compliance
Program. The marketing representatives are supported by print and radio
advertising, direct mailing, and attendance at trade shows and regional health
care functions.

Competition

The home health care and facility staffing industry has a variety of local,
regional and national organizations, which comprise the Company's competition
base. The Company has numerous competitors in each of the markets it serves,
however, regulatory and reimbursement changes are causing consolidation within
the industry at this time. Smaller local and regional operations are finding it
increasingly difficult to remain in the market. Larger national companies with
substantially greater financial resources continue to be viewed by the Company
as its major competitors.

Competition is based both on the quality of care provided to clients and the
price structure offered by the organization. The Company believes that it has
developed and maintains high quality standards through its operational,
clinical, and compliance policies, procedures and activities. Cost effectiveness
in operation, achieved through improved automation platforms, new service
delivery models, and economies of scale has enabled the Company to be aggressive
in its pricing structures while maintaining strong operating margins.

Government Regulations, Licensing and Audits

The Company's business is subject to substantial and frequently changing
regulations by Federal, State, and Local authorities, which require significant
compliance responsibilities by the Company. Each State, in which the Company
operates maintains its own form of licensing standards and may maintain
Certificate of Need (CON) or other Medicare requirements specific to the State
which are above the minimum standard requirements established by the Federal
government for participation in the Medicaid and Medicare programs. The
imposition of more restrictive regulatory requirements or the denial or
revocation of any license, certification, Medicaid or Medicare approval, or
permit necessary for operation in a particular market could have a material
adverse effect on the Company's


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operations. In addition, any future expansion into new markets would require the
Company to comply with all licensing, and / or CON requirements and other
regulations pertinent to that jurisdiction.

The Company maintains all applicable licenses for provision of home care and
facility staffing services in the states of New York, New Jersey, Pennsylvania,
Ohio, and Florida. In addition, the Company maintains Medicare Certification in
certain offices and counties in the states of Ohio, Pennsylvania, and Florida,
with Florida maintaining CON requirements although not currently providing
Medicare services as of July 1, 1999 consistent with managements decision to
discontinue Medicare operations as of February 26, 1999. As a provider of
services under the Medicare as well as some state Medicaid programs the Company
is required by the Federal Health Care Financing Administration and / or state
Health Departments to prepare cost reports reflecting annual expenditures and
development of capital expenditure plans. The regulatory agencies of the states
in which the Company operates require compliance with certain regulations and
standards with respect to health care personnel records, client records, nursing
and administrative supervision, incident and complaint monitoring and follow-up,
and the establishment of professional advisory boards. Additionally, both
Federal and State Anti-kickback regulations exist which are complied with.

With participation in the Medicare and Medicaid programs the Company is subject
to survey and audit of operational, clinical and financial records with respect
to proper applications of general regulations governing operation, cost
reporting criteria, and other payment formulas. These audits can result in
retroactive adjustments for payments received from these programs resulting in
either amounts due to governmental agencies from the Company or amounts due to
the Company as adjustments from the governmental agency.

Effective in January 1998, the Company was required to comply with a new payment
formula for reimbursement under the Medicare program. This payment formula,
termed the Interim Payment System (IPS), for Medicare was developed by the
federal Health Care Financing Administration (HCFA) to serve as a middle step as
the government moved from a cost based reimbursement system to a episodic
disease based Prospective Payment System (PPS). In addition, to the imposition
of IPS, which set per patient limits on Medicare home care reimbursements, HCFA
also revised regional cost limits which combined with IPS had a material effect
in reducing revenue and reimbursement for the Company's Florida based Certified
Home Health Agency. As a result, the Company elected to discontinue provision of
Medicare services in its Florida operation effective February 26, 1999

Liability Insurance

      The Company's employees and independent contractors routinely make
decisions which can have significant medical consequences to the patients in
their care. As a result, the Company is exposed to substantial liability in the
event of negligence or wrongful acts of its personnel. The Company maintains
medical professional liability insurance providing for coverage in a maximum
amount of $1,000,000 per claim, subject to a limitation of $3,000,000 for all
claims in any single year. In addition, the Company requires that each
independent contractor it refers to institutions for employment supply a
certificate of insurance evidencing that such person maintains medical
professional liability insurance providing for coverage of no less than
$1,000,000 per claim. There can be no assurance, however, that the Company will
be able to maintain its existing insurance at an acceptable cost or obtain
additional insurance in the future, as required. There can be no assurance that
the Company's insurance will be sufficient to cover liabilities resulting from
claims that may be brought in the future. A partially or completely uninsured
claim, if successfully asserted and of significant magnitude, could have a
material adverse effect on the Company and its financial condition.


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Employees

As of September 12, 1999, the Company had approximately 160 permanent employees.
The Company also has a roster of temporary professional and para-professional
employees (including registered nurses, licensed practical nurses, certified
home health aides, certified personal care workers and nurses' aides). In the
past, certain of the Company's registered nurses were compensated on an
independent contractor basis. However, the Company currently treats such persons
as employees. The Company has no union contracts with any of its employees and
believes that its relationship with its employees and independent contractors is
good. The Company pays its temporary employees at rates that it believes are
competitive.

Item 2.  Description of Property

Description of Property

The Company leases a total of 17 facilities in five states. The Company believes
that its existing leases will be renegotiated as appropriate as they expire, or
that alternative properties can be leased on acceptable terms. The Company also
believes that its present facilities are well maintained and are suitable for it
to maintain existing operations.

The following table describes the location and current use of each of the
Company's leased facilities as of September 10, 1999:

            Location          Description

New York Facilities
Brooklyn                      Nursing and Paraprofessional Services
Hicksville                    Nursing and Paraprofessional Services
Long Beach                    Nursing and Paraprofessional Services
Huntington                    Corporate, Nursing and Paraprofessional Services
Coram                         Recruitment Location
Riverhead                     Recruitment Location
Jamaica                       Recruitment Location

New Jersey Facilities
Edison                        Nursing and Paraprofessional Services
Elizabeth                     Nursing and Paraprofessional Services
Elmwood Park                  Nursing and Paraprofessional Services
South Orange                  Nursing and Paraprofessional Services
Union City                    Nursing and Paraprofessional Services
Bayonne                       Recruitment Location

Florida Facilities
Hollywood                     Nursing and Paraprofessional Services
Miramar                       Data Processing, Payroll, Billing, Collections

Ohio Facilities
Mansfield                     Nursing and Paraprofessional Services


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Pennsylvania Facilities
Allentown                     Nursing and Paraprofessional Services

Item 3.  Legal Proceedings

      In February 1998, Star Multi Care Services, Inc. (the "Company") was
advised by its Regulatory Counsel that jurisdiction with respect to a previously
disclosed audit (the "1997 Audit") of Star Multi Care Services of Florida, Inc.
d/b/a American Health Care Services, the Company's Medicare agency, by the
Office of Audit Services of the Office of Inspector General of the United States
Department of Health and Human Services, which had previously been forwarded to
the Civil Division of the United States Attorney for the Southern District of
Florida (the "US Attorney") by the Medicare intermediary assigned to administer
Medicare payments in Florida, has been relinquished by the US Attorney to the
Medicare intermediary for recovery of an administrative overpayment.

      The Company was informed that the Medicare intermediary had assessed an
administrative overpayment against the Company in the amount of $1,248,747 based
on the 1997 Audit. The Company has appealed the administrative overpayment
determination by pursuing administrative and judicial remedies. Such appeal
could result in elimination or reduction of the overpayment amount. The
Company's Regulatory Counsel has also advised that the Company has claims
against third-parties (e.g., subcontractors and licensed home health agencies)
for a portion of any liability of the Company in connection with such
administrative overpayment. The Company had established a reserve, in the period
ended February 28, 1998, for $1.25 million, in connection with the
administrative overpayment. In preparation of its administrative appeal, the
Company's Regulatory Counsel has retained an expert to review the government's
statistical methods used in assessing the overpayment against the Company. The
expert has advised the Company's Regulatory Counsel that the statistical
sampling procedures used by the government indicate significant errors and based
upon these findings and in consultation with Regulatory Counsel, the management
of the Company has reversed the reserve of $1.25 million as of May 31, 1999.

      On July 16, 1998, Star was advised that an audit of Star Multi Care
Services of Florida, Inc. (d/b/a American Health Care Services) ("American"),
Star's Medicare agency, was commenced by the Office of Audit Services, Office of
Inspector General of the United States Department of Health and Human Services.
This audit was conducted in conjunction with the United States Attorney's Office
for the Southern District of Florida and involved a review of claims for home
health services submitted by American Health Care Services during 1995 and 1996.
A similar audit commenced during May of 1997 for its submitted claims during
1993. Star has been advised by Broad and Cassel ("Regulatory Counsel") that they
have been in contact with the Office of Inspector General and the Assistant
United States Attorney assigned to this matter, and there is no way to determine
at this time the extent of American's liability. Regulatory Counsel has advised
American that it may litigate or appeal any determination of liability and
pursue claims against third parties (e.g., subcontractors and licensed home
health agencies) for a portion of any liability of American. Management
anticipates that this matter should be satisfactorily resolved. This is grounded
upon the advice of Regulatory Counsel to the Company as to the (1) the
resolution of similar types of audits or claims based upon their experience in
the health care industry, handling appeals of these determinations and dealing
with similar matters before the Office of Inspector General and the Department
of Justice, even though there has not been a final determination of liability,
and there can be no assurance as to the ultimate liability; and (2) the fact
that American will have the right, whether or not this audit or claim is
resolved in whole or in part in American's favor, to appeal or litigate any
liability, determination and pursue a


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claim against third-party independent contractors and other parties that may
have rendered services to American, even though there is no assurance that any
such claims would ultimately be collectible.

      In August 1995, the Office of Deputy Attorney General for Medicaid Fraud
Control initiated a personnel, clinical and billing investigation for the years
1992 through 1995. On December 3, 1997, the Company was advised by its counsel
that the investigation, which was previously reported as pending, may be
expanded through 1997 and that the Company was a target of a criminal
investigation. In response to this, the Company conducted its own internal
investigation and revised its systems and has voluntarily disclosed the results
of its internal investigation to the Office of Deputy Attorney General for
Medicaid Fraud Control. The Company had established a reserve of $1,000,000 in
connection with this matter. The amount accrued had been based upon information
learned to date.

      The Company discovered errors in certain cost reports that had been
previously submitted by the Company to the New York State Department of Social
Services during the years 1993- 1995, the basis of which served to determine the
Medicaid reimbursement rates in respect of the Company for the years 1994-1996.
Amended cost reports containing the correct data were submitted to the New York
State Department of Health (the "DOH") in February 1998, which were expected to
result in the DOH's retroactive recalculation of the Company's Medicaid
reimbursement rate and imposition of a substantial overpayment assessment
against the Company. The Company established a reserve, in the period ended
February 28, 1998, for $660,000, in connection with this overpayment assessment.

On May 10, 1999 the Company entered into a Settlement Agreement with the State
of New York whereby the State of New York will discharge and forever release the
Company, including its officers, directors and employees, for any further
liability regarding the Company's submission of claims for or receipt of
Medicaid payments for home health care services for the audited period of 1992
through 1996, as discussed above. The Company had previously accrued $1.66
million for this claim, but subsequently settled this claim for $532,823 less
than the initial accrual. The Attorney General stated in his press release that
the Company has fully cooperated with the State's investigation and immediately
remedied the problems the Attorney General's office pointed out by improving its
personnel training procedures and submitting revised cost reports.

The terms of this Settlement Agreement provided for:
(a) No admission by Star of any criminal or civil liability, guilt, wrongdoing
or unacceptable practice, nor a determination of guilt of any violation of any
Federal, State or Local statute, rule or regulation.
(b) The Company agreed to pay to New York State the total sum of $1,167,177,
with an initial payment of $200,000. The balance shall be payable over four
years at 9% interest.

As part of the Company's restructuring program, the Company relocated the
offices of its Medicare agency and the Company's Florida operation center to
smaller and less costly facilities in Miramar, Florida from Miami Lakes,
Florida. Unfortunately, the Company was unable to find sub-tenants for the
vacated office space in Miami Lakes. Therefore, the landlord of the Miami Lakes
offices obtained a judgement against the Company's wholly owned subsidiary, Star
Multi Care Services of Florida, Inc. ("Star of Florida") for the sum of $1,045,
342. Additionally, the landlord instituted a law suit against Star Multi Care
Services, Inc. seeking to enforce a guaranty that the landlord alleged that the
Company had previously provided to the landlord at the initial term of the Miami
Lakes lease. The Company and Star of Florida have entered into a settlement
agreement with the landlord for the sum of $300,000 which was paid in full as of
May 31, 1999.


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Except as otherwise provided in this Annual Report on Form 10-K, there are no
legal proceedings to which the Company is currently a party or to which any of
its property is subject that could possibly have a material adverse effect upon
the Company, and the Company knows of no legal proceeding pending or threatened
against any director or officer of the Company in his or her capacity as such.

Item 4.  Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of the Company's security holders during the
fourth quarter of the fiscal year ended May 31, 1999 through the solicitation of
proxies or otherwise.


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      PART II

Item 5.  Market For Common Equity and Related Stockholder Matters

            The Company's Common Stock is quoted on the Nasdaq National Market
System under the symbol "SMCS". Until June 7, 1996, the Company's Common Stock
was also listed on the Pacific Stock Exchange.

      The following table sets forth the high and low sales prices per share for
the Common Stock during the periods indicated on the Nasdaq National Market
System.

        Period                     High                       Low

Year ended May 31,
1997                             $10.938                     $5.938
First Quarter                      7.250                      5.813
Second Quarter                     7.000                      5.500
Third Quarter                      6.000                      4.250
Fourth Quarter
Year ended May 31,
1998                              $6.125                     $4.094
First Quarter                      6.500                      4.625
Second Quarter                     6.000                      3.875
Third Quarter                      4.125                      2.000
Fourth Quarter
Year ended May 31,
1999
First Quarter                     $2.813                     $1.250
Second Quarter                    $1.875                     $1.125
Third Quarter                     $2.250                     $1.250
Fourth Quarter                    $2.000                     $1.125

As of September 7, 1999, the Company had 5,402,306 shares of Common Stock
outstanding and 734 shareholders of record.

The Company did not pay cash dividends on its Common Stock during any of the
three years ended May 31, 1999, 1998 and 1997. It is the present policy of the
Company to retain earnings, if any, to finance the development and growth of its
business. In addition, the Company's agreement with its lender prohibits the
payment of cash dividends without the lender's prior consent.

The Nasdaq Stock Market has notified the Company that it believes that the
Company does not meet the maintenance criteria regarding the minimum market
value of the public float of at least $5 million for continued listing on the
Nasdaq's National Market System. The Company has filed a notice of appeal to
rebut Nasdaq's contention based upon the recent resignation of a director that
has moved 1,008,637 additional shares into the public float. Therefore, the
Company believes that at the hearing, that has yet to be scheduled, it will
show that the Company meets the minimum criteria for continued listing on the
Nasdaq National Market System. Should the Company be unable to maintain listing
on the Nasdaq National Market System, the Company will apply for listing on the
Nasdaq SmallCap Market.


                                       12
<PAGE>

On April 30, 1999 the Company completed a private placement by the sale of
$575,000 Series A 8% Convertible Preferred Stock par value $1.00 per share
("Preferred Stock") to the Shaar Fund, Ltd., providing the Company net proceeds,
after fees and expenses, of $500,000. After sixty days, the Preferred Stock may
be converted to common stock equal to the lessor of: (a) 125% of the market
price three trading days immediately preceding the closing date, or (b) the
market price of the Company's common stock discounted from 10% to 30%, such
discount increasing with the passage of time. The Preferred Stock pays an 8%
dividend payable quarterly that may be converted into common stock at the option
of the Company. The investor also received a Common Stock Purchase Warrant (the
"Warrant") for the right to purchase 50,000 common stock shares of the Company
at 115% of the closing bid price on the trading day immediately preceding the
closing date of this sale. The common stock to be issued upon conversion of
Preferred Stock, the common stock to be issued upon exercise of Warrant, and
common stock issued for payment of Preferred Stock dividend shall be registered
by the Company under the Securities Act of 1933. The Company utilized the
proceeds from this sale to satisfy its working capital needs.

      Item 6.  Selected Financial Data

      The statement of operations for the years ended May 31, 1999, 1998, 1997,
1996 and 1995 and balance sheet data as of May 31, 1999, 1998, 1997, 1996 and
1995 as set forth below have been derived from the audited financial statements
of the Company and should be read in conjunction with those financial statements
and notes thereto included elsewhere in this Annual Report on Form 10-K. In
addition, the selected financial data should be read in conjunction with
"Description of Business -- General" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
                                                                               Year Ended

                                                                                 May 31

                                                          1999       1998(1)      1997        1996      1995(3,4)
                                                            (IN THOUSANDS EXCEPT RATIO AND PER SHARE AMOUNTS)
<S>                                                     <C>         <C>         <C>         <C>         <C>
STATEMENT OF OPERATIONS DATA (2 and 6)
Net Revenues                                            $ 47,108    $ 49,335    $ 41,857    $ 39,056    $ 28,599
Income (Loss) from Operations                             (1,316)     (3,367)      3,161       1,829       1,251
Other Income (Expense)                                      (652)       (438)       (140)       (117)        (21)
Merger Transaction Costs                                      --          --      (2,808)         --          --
Income (Loss) from Continuing Operations                  (1,322)     (2,622)        126       1,143         758
Income (Loss) from Discontinued Operations(6)               (145)     (1,537)         --          --          --
Gain (Loss) on Disposal of Discontinued Operations(6)        (88)         --          --          --          30
Cumulative Effect of Change in Accounting  Principle          --          --          --          --          24(7)
Net Income (Loss)                                         (1,556)     (4,159)        126    $  1,143    $    812
Income Per Share(5)
Income (Loss) from Continuing Operations                $   (.25)   $   (.53)   $    .03    $   0.27    $   0.20
Income (Loss) from Discontinued Operation               $   (.03)   $   (.31)         --          --          --
Gain (Loss) on Disposal of Discontinued Operations      $   (.02)         --          --          --        0.01
Cumulative Effect of Change in Accounting Principle           --          --          --          --        0.01
Net Income (loss)                                       $   (.30)    $(0 84)    $    .03    $   0.27    $   0.22
</TABLE>


                                       13
<PAGE>

<TABLE>
<S>                                                     <C>         <C>         <C>         <C>         <C>
Shares Used in Computing Per Share Amounts                 5,246       4,972       4,207       4,273       3,773
BALANCE SHEET DATA: (2)
Cash and Cash Equivalents                               $  1,734    $  1,867    $    139    $  1,882    $  1,497
Working Capital                                            6,068         750       9,545       9,415       6,774
Total Assets                                              28,171      29,870      20,300      19,369      16,798
Total  Long-Term Obligations                               7,601       1,066       2,945       3,604       2,156
Redeemable Preferred Stock                                                --          --         341         683
Shareholders' Equity                                      13,388      14,433      13,071      12,045      10,622
Current Ratio                                               1.85        1.05        3.23        3.79        3.03

Cash Dividend Declared Per Common Share                 $     --    $     --    $     --    $     --    $     --
</TABLE>

----------

(1) In September 1997, Star acquired EFCC Acquisition Corp. in a transaction
accounted for as a purchase.

(2) In August 1996, STAR acquired AMSERV HEALTHCARE SERVICES, INC. ("Amserv") in
a transaction accounted for as a pooling-of-interests, accordingly, all periods
presented have been restated to include the accounts and operations of Amserv
for the periods prior to the acquisition.

(3) In May 1995, STAR acquired certain assets of Long Island Nursing Registry,
Inc. in a transaction accounted for as a purchase.

(4) In June 1994, STAR acquired certain assets of North Central Personnel, Inc.
in a transaction accounted for as a purchase.

(5) Effective January 1, 1998, STAR adopted SFAS No. 128, "Earnings Per Share."

(6) Effective February 1999, STAR adopted a plan to abandon its Medicare
business provided by one of its subsidiaries, Star Multi Care Services of
Florida, d/b/a American Health Care Services as such operations of American have
been shown as discontinued for all periods presented.


                                       14
<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operation

The following discussion and analysis provides information, which the Company's
management believes is relevant to an assessment and understanding of the
Company's results of operations and financial condition. This discussion should
be read in conjunction with the consolidated financial statements and notes
thereto appearing elsewhere herein.

This discussion contains forward-looking statements that are subject to a number
of known and unknown risks that, in addition to general economic, competitive
and other business conditions, could cause actual results, performance and
achievements to differ materially from those described or implied in the
forward-looking statements [See Forward Looking Statements].

The Company is subject to significant external factors which could significantly
impact its business, including changes in Medicare and Medicaid reimbursement,
government fraud and abuse initiatives and other such factors which are beyond
the control of the Company. These factors, as well as future changes in
reimbursement methodologies and new or changes in interpretations of
regulations, could cause future results to differ materially from historical
trends.

In 1997, Congress approved the Balanced Budget Act of 1997 (the "Budget Act" ).
The Budget Act established an Interim Payment System (the "IPS") that provided
for the lowering of reimbursement limits for Medicare home health visit
services. For cost reporting periods beginning on or after October 1, 1997,
Medicare reimbursed home health agency were reimbursed the lesser of;(1) their
actual costs, (2) cost limits based on 105% of median costs of freestanding home
health agencies, or (3) an agency-specific per patient cost limits, based 98% of
1994 costs adjusted for inflation. The new limits were applied to the Company's
Medicare operations in Florida for the cost reporting period beginning January
1, 1998. The new methodology significantly reduced the reimbursement for the
Company's Medicare operations. Although the Company designed and implemented a
restructuring plan for its Medicare operations, based on a variety of factors
including continued decline in Medicare revenues, low operating margins, and the
potential of a future 15% reimbursement reduction in 2000 the Company elected to
discontinue Medicare operations in Florida on February 26, 1999. This combined
with the decrease in subcontract service revenues associated with services
provided to Medicare certified agencies in New York and New Jersey resulted in a
significant decrease in both direct and subcontract Medicare reimbursed revenue.
[See Management's Discussion and Analysis of Financial Condition and Results of
Operations - Discontinued Operations.]

Results of Operations

Year Ended May 31, 1999 Compared to Year Ended May 31, 1998

Net revenues for the year ended May 31, 1999 decreased $2,226,853 or 5% to
47,108,677 compared to $49,335,530 for the fiscal year ended May 31, 1998. This
decrease was primarily the result of reductions in Medicare reimbursement rates
that affected contracts the Company had with Certified Home Health Agencies and
Long Term Home Health Care Programs in New York and New Jersey. This together
with Medicaid rate reductions realized during fiscal 1999 reduced Star Multi
Care Services, Inc revenues approximately $4,614,000 or 17% to $21,930,000
compared to $26,545,000 for fiscal year 1998. These reductions were offset by
increases in Amserv Healthcare of New Jersey revenues of approximately
$2,271,000 or 12%. Amserv Healthcare of New Jersey revenues were $20,442,000 and
$18,170,000 for fiscal year 1999 and


                                       15
<PAGE>

1998 respectively. This increase is the result of an additional three months of
billing realized in 1999 as compared to 1998 following the acquisition of EFCC
on September 9, 1997.

Gross profit margin percentages for the fiscal years ended May 31, 1999 and 1998
were 30.5% and 30.4% respectively.

    Selling, General and Administrative expenses ("SG&A") as a percentage of net
revenues was 27% for both years ended May 31, 1999 and 1998 respectively. In an
effort implement cost savings and profitability, the Company's management team
aggressively restructured the staff and information systems to achieve cost
efficiencies during 1999 and 1998.

Provision for doubtful accounts as a percentage of net revenues for the year
ended May 31, 1999 was 3.4% compared to 3.1% for the year ended May 31, 1998.
Due to the cost constraints and reimbursement reductions being realized
throughout the entire health and home care industries, the Company continues to
realize longer payment cycles of approximately 72 to 90 days. A charge of
approximately $946,000 was taken in the fourth quarter 1999 to increase the
allowance for doubtful accounts and to be consistent with the trend of bad debts
as a percent to total revenues. A charge of $1,024,000, in excess of the regular
provision amount was taken in the year ended May 31, 1998. The Company's
allowance for doubtful accounts reflects a conservative position taken on
accounts in excess of 180 days. The Company continues to implement aggressive
collection procedures and is continually enhancing information systems and
internal reporting to address the more stringent documentation and time frame
requirements being imposed by managed care contracts.

During 1999 the Company appealed the Medicare assessment (i) of $1,250,000 at
the recommendation of legal counsel. Preliminary indications from the Medicare
intermediary and regulatory counsel as to the outcome has been favorable based
upon the results of similar audits in other home-care companies. Therefore it
has been management's decision to reverse the accrual in 1999.

Restructuring and termination expenses were $222,615 and $362,718 for the year
ended May 31, 1999 and 1998 respectively. Charges were consistent with the
Company's plan to restructure and consolidate several of its operating locations
and administrative functions within specific geographic areas. During the fourth
quarter 1999, the Company restructured the accounting staff and relocated the
department from Miramar, Florida to the corporate offices in New York.

Interest expense increased to $652,000 during fiscal 1999 as compared to
$438,140 in fiscal 1998. Interest on the credit facility prior to November 9,
1998 was prime plus 1/4% (8.5% at May 31, 1998). Interest on the new credit
facility subsequent to November 9, 1998 bears interest at LIBOR plus 3% for 80%
of eligible receivables and LIBOR plus 6% for the remaining 20% of eligible
receivables. On April 23, 1999 the Credit Facility was amended bear interest at
LIBOR plus 3% for 70% of eligible receivables and LIBOR plus 6% for the
remaining 30%. Overall interest rates were higher in 1999 as compared to 1998
contributing to the overall increase in interest expense.

Operating losses for the year ended May 31, 1999 decreased to ($1,316,993) from
(3,366,936) in fiscal year 1998. This decrease was attributable to 1998 one time
regulatory charges of $2,030,511 not incurred in 1999. This decrease was offset
by $196,000 of increased amortization and depreciation costs realized in 1999.
This increase is the result of(i) full year of depreciation on assets acquired
with the EFCC acquisition (ii)amortization of loan costs associated with the


                                       16
<PAGE>

new credit facility and (iii) new information systems put in service during 1999
attributed to the overall increase in depreciation and amortization.

The Company's effective tax rate of 31% remained consistent for 1999 and 1998
respectively. The effective tax rate remains at 31% due to non-deductible
goodwill in connection with the EFCC acquisition and adjustments to prior year
tax liabilities that reduced the Company's effective tax rate in 1999 and 1998
below statutory rates.

Net losses from continuing operations for the year ended May 31, 1999 decreased
$1,300,000 or 48% to ($1,322,707) compared to ($2,622,076) for the year ended
May 31, 1998. The decrease is primarily attributable to the one time regulatory
charges in 1998 offset with increases in interest expense during 1999. This,
together with increases in depreciation and amortization contributed to the
overall decrease in net losses for 1999.

Discontinued Operations

In February 1999, the Company formally adopted a plan to liquidate its Medicare,
both the indemnity and HMO business, being provided by one of its subsidiaries,
Star Multi Care Services of Florida, Inc d/b/a American. Decreasing utilization
together with decreasing reimbursement rates and increasing costs forced
management to cease operations with its providers July 1, 1999. The Company
plans to liquidate its assets and discharge its liabilities through an
assignment for benefit of creditors proceeding. As such, the Company's
financials have been restated in for all years presented to segregate the
operating results of this segment as discontinued. As of July 1, 1999 (i)
providers in the region have been notified of the Company's intentions, (ii)
patients have been transitioned to alternative providers, (iii) elimination of
staff associated with the Medicare business has been completed. Estimated losses
during the phase-out period are $128,000 and


                                       17
<PAGE>

have been segregated for reporting purposes. Although the Medicare intermediary
has completed audits for 1993, 1995 and 1996 there are open years subject to
review by Medicare. Medicare cost reports are closed through fiscal years 1994.
There has been no correspondence from the intermediary related to these open
years. Any potential assessments against this Company are unknown and uncertain
and will be addressed through the liquidation proceedings. Accumulated net
deficits of the subsidiary, American Healthcare, amounted to ($2,653,204) and
($2,074,652) at May 31, 1999 and 1998 respectively.

Year Ended May 31, 1998 Compared to Year Ended May 31, 1997

Net revenues increased $7,478,404 or 18% to $49,335,530 for the fiscal year
ended May 31, 1998 over net revenues of $41,857,126 for the fiscal year ended
May 31, 1997. This increase was primarily attributable to the acquisition of
EFCC and growth in the New Jersey and Florida branches of the Company.

    Gross profit margin percentage for the fiscal year ended May 31, 1998 was
30% compared to 32% for the year ended May 31, 1997. The decrease in the gross
profit percentage was primarily attributable to an increase in the rates
utilized to accrue for workers' compensation claims, a shift in allocating a
greater percentage of workers' compensation expense to costs of revenue to
reflect the occurrence of workers' compensation claims.

Selling, General and Administrative expenses ("SG&A") as a percentage of net
revenues was 27% during the year ended May 31, 1998 compared to 22% during the
year ended May 31, 1997. The increase in selling, general, and administrative
expenses as a percentage of net revenues is attributable to, (i) an increase in
the reserve for the self funded health and dental plan, (ii) an increase in the
reserve for the self funded workers' compensation plan, (iii) a reduction in the
overhead allocation to the Company's Medicare certified agency in Florida,
(iv)increases in costs such as staffing in credit, collections and billing
management information systems, human resources, accounting and key management
positions within the Company to support the Company's current and anticipated
future growth , and (v) increased costs associated with implementing the
Company's new policy and procedures over credit, collections, and billing
functions, and increases in other operating expenses resulting from the growth
in revenues. In effort to reduce operating costs the Company recorded a
restructuring and termination charge during the year ended May 31, 1998.

Provision for doubtful accounts as a percentage of net revenues for the year
ended May 31, 1998 was 3% compared to 1% for the year ended May 31, 1997. A
charge of approximately $1,024,000, in excess of the regular provision amount
was taken in the year ended May 31, 1998 to increase the allowance for doubtful
accounts and reflects a more conservative position taken on accounts in excess
of 180 days. The revision in the estimate for the Provision for Doubtful
Accounts was considered necessary by the Company because the collection of these
accounts had been slower than anticipated. The Company also increased the bad
debt provision rate for accounts receivable aged less than 180 days,
necessitated by billing and collection difficulties that continued into early
1998.

Regulatory costs and related expenses for the year ended May 31, 1998 of
$2,030,511 were recorded and consist of (i) a charge of $660,000 for
overpayments assessments by the New York State Department of Health relating to
discovered errors in previously filed costs reports for the 1993 through 1995
periods which are the basis for the Company's Medicaid reimbursement rates for
the 1994 through 1996 period, (ii) a charge of $1,000,000 to reserve for a
potential audit adjustment by the office of New York State Deputy Attorney
General for Medicaid Fraud Control, and (iii) $370,511 for legal fees related to
the above matters.


                                       18
<PAGE>

      Restructuring and termination expenses of $362,718 for the year ended May
31, 1998 were recorded and consist of a charge to income relating to the
Company's plan to restructure and consolidate several of its operating locations
and administrative functions within specific geographic areas.

      Operating (loss) income for the year ended May 31, 1998, decreased to
($3,805,076) from $212,619. This decrease was attributable to increases in the
reserve for self funded workers' compensation and medical and dental plans,
increases in selling, general and administrative expenses, increases in the
provision for doubtful accounts, charges for regulatory costs, contractual
adjustments and related expenses, charges for the impairment of various
intangible assets, and charges for restructuring and termination.

The Company's effective tax rate for 1998 was 31% as compared to 41% in 1997.
The decrease in the effective tax rate is due to non-deductible goodwill in
connection with the EFCC acquisition and adjustments to prior year tax
liabilities that reduced the Company's effective tax rate in 1998 below
statutory rates.

Net (loss) income for the year ended May 31, 1998 decreased to ($2,622,076)
compared to $125,619 for the year ended May 31, 1997. The decrease is primarily
attributable to the loss from operations, increased interest expense from
additional borrowings associated with the acquisition of EFCC.

The Company has restated its prior financial statements to present the operating
results of the American segment as a discontinued operation effective with
managements announcement in February 1999. Total revenues decreased $2,692,000
or 24% to approximately $8,414,000 and $11,106,000 as of May 31, 1999 and 1998
respectively. Revenue reductions were the result of Implementation of IPS
effective January 1, 1998 (refer to government regulations, licensing, and
audits). The regulatory adjustment for $1,250,000 together with the $380,000 of
intangibles written off during 1998 accounted for the $1,537,000 of losses for
the year ended May 31, 1998.

Year Ended May 31, 1997 Compared to Year Ended May 31, 1996

Net revenues increased $2,801,467 or 7% to $41,857,126 for the fiscal year ended
May 31, 1997 over net revenues of $39,055,659 for the fiscal year ended May 31,
1996. The increase was due to a general upward trend in the home care business.
Net revenues from home care increased by $3,126,390 or 9% while net revenues
from Hospital Staffing decreased by $324,923 or 26%. The Company's decreased
revenues from Hospital Staffing resulted from a general decline in demand for
these services.

The Company's decided shift towards home care mirrors a changing social and
economic attitude toward the de-institutionalization of patients. Due to the
long hospital stays of some terminally ill patients and the greater costs
associated with institutional treatment plans, the Company believes that the
industry (i.e., hospitals, insurance companies and home care agencies) trend is
to find ways to care for patients in the home. The Company continues to devote
its resources toward the growth in home care and believes this upward trend will
continue in the future. home care revenues represented approximately 98% of 1997
net revenues and Hospital Staffing represented approximately 2% of 1997 net
revenues.

Gross profit margin percentages for the fiscal years ended May 31, 1997 and 1996
were 33%.


                                       19
<PAGE>

Selling, General and Administrative expenses ("SG&A") as a percentage of net
revenues was 23% in 1997 as compared with 26% in 1996. Such decrease is
principally attributable to the increased revenues from home care, being
absorbed by existing back office overhead.

Operating income increased by $1,329,003 or 73% to $3,161,320 for the fiscal
year ended May 31, 1997 over $1,832,287 for the fiscal year ended May 31, 1996.
Such increase is primarily attributable to increased revenues and stabilization
of costs, mainly back office overhead.

The Company incurred a one-time charge of $2,808,224 for acquisition costs,
legal fees and restructuring expenses associated with the Amserv Merger, which
contributed to a net income for the fiscal year ended May 31, 1997 of $125,619
compared to net income of $1,143,259 for the fiscal year ended May 31, 1996.

For comparative purposes, the operating results of American have been segregated
consistent with the Company's decision to discontinue Medicare operations in
February 1999. Total American revenues increased $998,864 or 10% to
approximately $11,106,139 and $10,107,275 as of May 31, 1997 and 1996
respectively. During 1996 and 1997 when Medicare reimbursed home care services
on a cost reimbursement methodology, patient revenues increased and gross
margins approximated 44%. Total operating results for American for fiscal years
1997 and 1996 were break even. The results of operations are consistent with a
cost reimbursed methodology.

The Company's effective tax rate for 1997 was 41% as compared to 33% in 1996.
The increase in effective tax rate is due to the reversal of valuation
allowances or deferred tax assets in 1996 that reduced the Company's effective
tax rate in 1996 below statutory rates.

Liquidity and Capital Resources

As of May 31, 1999 and 1998, cash and cash equivalents remained constant at
$1,734,000 and $1,867,000. The Company has aggressively restructured and
implemented cost reduction efforts throughout the Company to maintain consistent
cash balances and to continue meeting impending obligations. In addition, 1999
losses have significantly decreased attributable the one time charges Star Multi
Care Services, Inc had to absorb in 1998 associated with legal, regulatory, and
restructuring charges. As of July 1, 1999 the Company has completed the majority
of its restructuring with the completion of the relocation of the accounting
department to New York .

Net cash provided by operations decreased $1,334,000 or 97% to $40,541 from
$1,375,093 at May 31, 1999 and 1998 respectively. Gross accounts receivable
increased $1,200,000 due to increased days in accounts receivable to
approximately 72 days compared from 68 days in 1999 and 1998 respectively.
Medicare ceased reimbursement to Star Multi Care Services Inc of Florida
December 1998 and as such affected the overall days in accounts receivable. Star
Multi Care Services, Inc., and EFCC had an overall increase in the average days
in accounts receivable for fiscal 1999. EFCC is a low patient volume, high
revenue source office that experienced reimbursement delays in some of its
larger accounts causing an increase in 1999 days in accounts receivable. The
Star Multi Care Services, Inc. increase is the result of payor contracts
utilizing the full benefit of their contract terms for payment. Amserv
Healthcare of NJ and Amserv Healthcare of Ohio have high Medicaid populations.
Billings for Medicaid are electronic and remittances are auto-applied and as
such, automation of these processes has resulted in decreased days in accounts
receivables for these companies.


                                       20
<PAGE>

--------------------------------------------------------------------------------
Subsidiary                       Days in A/R           Total revenues
--------------------------------------------------------------------------------
                                 1999    1998         1999        1998
--------------------------------------------------------------------------------
Star Multi Care Services, Inc.    90      86         $21,930     $26,545
Amserv Healthcare of NJ           49      54          20,442      18,170
Amserv Healthcare of Ohio         67      95           2,554       2,076
Extended Family Care              121     88           2,150       2,468

As noted, Medicare ceased cash payments to Star Multi Care Services, Inc which
approximated $1,576,037 during 1999. In addition, the Company received $975,725
of a Federal tax refund for the use of net operating loss carrybacks as of May
31, 1998. These cash infusions were utilized to (i)bring the Company's vendor
obligations within 91-120 days, (ii) cover restructuring and termination
expenses and (iii) began making payments effective July 1, 1998 which
approximated $447,420 on the settlement agreement with Gene Mora.

Financing activities during 1999 consist of a private placement offering
completed in April 1999 for the sale of $575,000 Series A Convertible Preferred
Stock.

On November 9, 1998, the Company replaced its existing $8 million revolving
credit agreement with a new $10 million revolving credit facility with Daiwa
Securities America, Inc. (the Credit Facility). In connection with the
agreement, Star Multi Care Services, Inc and certain of its subsidiaries (the
members) formed SMCS Care, LLC (a limited liability Company). The operating
agreement of SMCS Care, LLC whereby its members sell its eligible receivables to
the LLC and whereby the LLC enters into the borrowing arrangement with the
credit facility in accordance with the agreement. The remaining receivables
(ineligible receivables) are collateralized against the outstanding borrowings.

The Credit Facility provides for the LLC to borrow up to 80% of eligible
accounts receivable (as defined) that are aged less than 181 days at LIBOR plus
3% and the remaining eligible receivables at LIBOR plus 6%. On April 23, 1999,
the Credit Facility was amended and provided for the lender to reduce the
borrowing percentage to 90% of eligible receivables beginning on May 15,1999. In
addition, the borrowing percentages were revised to include 70% of eligible
receivables at LIBOR plus 3% and the remaining 30% of eligible receivables at
LIBOR plus 6%. The credit facility expires on November 8, 2000 and requires the
Company to meet certain financial ratios and covenants, including current ratio,
minimum tangible net worth, debt service coverage and interest coverage. At May
31, 1999, the Company was in violation of certain financial covenants and the
lender has granted the Company a waiver for those covenants that were not met.
Additionally, effective September 14, 1999, the Credit Facility has been amended
whereby various financial covenants have been revised to more accurately reflect
the future financial performance of the Company and the interest rate was
increased by 1% over the previous levels.

As of May 31, 1999 the borrowing base totaled $6,258,727. The corresponding
outstanding loan balance pursuant to the Credit agreement totaled $6,225,484.

As of May 31, 1998, the borrowing base approximated $6,596,000 and the
outstanding loan balance totaled $6,207,852. As of September 10, 1999 the
Company has reduced its borrowings to approximately $6,000,000.


                                       21
<PAGE>

In May 1999, the Company negotiated a $1,167,177 Settlement Agreement with the
State of New York in connection with the audit conducted by the Office of Deputy
Attorney General for Medicaid Fraud Control and the New York State Department of
Social Services. The Settlement Agreement provided for an initial payment of
$200,000, with the balance payable over four years a 9% interest per annum. At
May 31, 1999 the balance due Medicaid was $967,000. [See Legal Proceedings]

Other than the matters described above, the Company does not anticipate any
extraordinary material commitments for capital expenditures for the Company's
current fiscal year.

The Company intends to meet its long-term liquidity needs through available
cash, cash flow and, a new credit facility. To the extent that such sources are
inadequate, the Company will be required to seek additional financing. In such
event, there can be no assurance that additional financing will be available to
the Company on satisfactory terms.

Other than the matters described above, the Company does not anticipate any
extraordinary material commitments for capital expenditures for the Company's
current fiscal year.

Inflation and Seasonality

The rate of inflation was insignificant during the year ended May 31, 1999. In
the past, the effects of inflation on personnel costs have been offset by the
Company's ability to increase its charges for services rendered. The Company
anticipates that it will be able to continue to do so in the near future. The
Company continually reviews its costs in relation to the pricing of its
services.

The Company's business is not seasonal.

Year 2000 Compliance

Many currently installed computer systems and software products are coded to
accept only two digit entries to represent years. For example, the year "1999"
would be represented by "99." These systems and products will need to be able to
accept four digit entries to distinguish years beginning with 2000 from prior
years. As a result, systems and products that do not accept four digit year
entries will need to be upgraded or replaced to comply with such "Year 2000"
requirements. The Company believes that its internal systems are Year 2000
compliant or will be upgraded or replaced in connection with previously planned
changes to information systems prior to the need to comply with Year 2000
requirements without material cost or expense. The anticipated costs of any Year
2000 modifications are based on management's best estimates, which were derived
utilizing numerous assumptions of future events, including the continued
availability of certain resources and other factors. However, there can be no
guarantee that these estimates will be achieved and actual results could differ
materially from those anticipated. Specific factors that might cause such
material differences include, but are not limited to the availability or cost of
personnel trained in this area, the ability to locate and correct all relevant
computer codes and similar uncertainties. In addition, there can be no assurance
that Year 2000 compliance problems will not be revealed in the future which
could have a material adverse affect on the Company's business, financial
condition and results of operations. Many of the Company's customers and
suppliers may be affected by Year 2000 issues that may require them to expend
significant resources to modify or replace their existing systems. This may
result in those customers having reduced funds to purchase the Company's
products or in those suppliers experiencing difficulties in producing or
shipping key components to the Company on a timely basis or at all.

Forward Looking Statements

      Certain statements in this report on Form 10-K constitute"


                                       22
<PAGE>

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

GOVERNMENT REGULATION. As a home health care provider, the Company is subject to
extensive and changing state and federal regulations relating to the licensing
and certification of its offices and the sale and delivery of its products and
services. The federal government and Medicare fiscal intermediaries have become
more vigilant in their review of Medicare and Medicaid reimbursements to home
health care providers generally, and are becoming more restrictive in their
interpretation of those costs for which reimbursement will be allowed to such
providers. Changes in the law and regulations as well as new interpretations
enforced by the relevant regulatory agencies could have an adverse effect on the
Company's operations and the cost of doing business.

THIRD-PARTY REIMBURSEMENT AND MANAGED CARE. Because the Company is reimbursed
for its services primarily by the Medicare/Medicaid programs, insurance
companies, managed care companies and other third-party payor, the
implementation of alternative payment methodologies for any of these payor could
have an impact on revenues and profit margins. Generally, managed care companies
have sought to contain costs by reducing payments to providers. Continued cost
reduction efforts by managed care companies could adversely affect the Company's
results of operations.

HEALTH CARE REFORM. In August 1997, Congress enacted and President Clinton
signed into law the Balanced Budget Act of 1997 ("B.B.A."), resulting in
significant changes to cost based reimbursement for Medicare home health care
providers. Although the new legislation enacted by Congress retains a cost based
reimbursement system, the cost limits have been reduced for fiscal years which
began on or after October 1,1997 and a new per-beneficiary limit is effective
for fiscal years which began after such date. The B.B.A. provides two payment
systems -- an IPS which is effective for the Company beginning January 1, 1998
until the adoption of the successor payment system which is a new prospective
payment system tentatively scheduled to begin in late 2000. Although the Company
has discontinued Medicare operations and has minimal direct Medicare revenue,
future changes in Medicare reimbursement could impact revenues associated with
the Company's subcontract relationships with Medicare Certified Home Health
Agencies in New York and New Jersey. The Company cannot quantify the full effect
of proposed anticipated Medicare reimbursement changes on the Company's future
performance because certain components of the new reimbursement methodology have
not been fully quantified and finalized at this point in time.

      As Congress and state reimbursement entities assess alternative health
care delivery systems and payment methodologies, the Company cannot predict
which additional reforms may be adopted or what impact they may have on the


                                       23
<PAGE>

Company.  Additionally, uncertainties relating to the nature and outcomes of
health care reforms have also generated numerous realignments, combinations
and consolidations in the health care industry which may also have an adverse
impact on the Company's business strategy and results of operations. The
Company expects continued industry consolidation.

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

ATTRACTION AND RETENTION OF EMPLOYEES. Maintaining quality managers and branch
administrators will play a significant part in the future success of the
Company. The Company's professional nurses and other health care personnel are
also key to the continued provision of quality care to the Company's patients.
The health care industry in general is experiencing both a professional and
paraprofessional shortage. The possible inability to attract and retain
qualified skilled management and sufficient numbers of credentialed health care
professionals and para-professionals could adversely affect the Company's
operations and quality of service.

                                    PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16 (a) of the Exchange Act

      The information required by this item is incorporated by reference from
the Company's Definitive Proxy Statement to be filed pursuant to Regulation 14A.

Item 11. Executive Compensation

      The information required by this item is incorporated by reference from
the Company's Definitive Proxy Statement to be filed pursuant to Regulation 14A.

Item 12. Security Ownership of Certain Beneficial Owners and Management

      The information required by this item is incorporated by reference from
the Company's Definitive Proxy Statement to be filed pursuant to Regulation 14A.

Item 13. Certain Relationships and Related Transactions

      The information required by this item is incorporated by reference from
the Company's Definitive Proxy Statement to be filed pursuant to Regulation 14A.


                                       24
<PAGE>

Item 14. Exhibits and Reports on Form 8-K

      (a) Documents filed as part of this Report:

            1. Financial Statements

            The following financial statements of the Company are contained in
Item 8 of this Report on the pages indicated:

                                                                     Page

Report of Holtz Rubenstein & Co., LLP, Independent Certified Public
Accountants                                                           F-2

Consolidated balance sheets as of May 31, 1999 and 1998               F-3

Consolidated statements of operations for the three years ended
May 31, 1999, 1998 and 1997                                           F-4

Consolidated statement of shareholders' equity
for the three years ended May 31, 1999, 1998 and 1997                 F-5

Consolidated statements of cash flows for the three years ended
May 31, 1999, 1998 and 1997                                           F-6

Notes to consolidated financial statements                            F-7 - F-19

2. Financial Statement Schedules

         None.

3. Exhibits: The following Exhibits are filed as a part of this Report:

Exhibit No.       Description

   2.             (a)   Agreement and Plan of Merger Among Star Multi Care
                        Services, Inc., EFCC Acquisition Corp. and EXTENDED
                        FAMILY CARE CORPORATION, dated as of January 3, 1997.
                        Incorporated by reference to Exhibit 2(a) to the
                        Company's Registration Statement on Form S-4 dated July
                        29, 1997 (Registration No. 333-32171).
                  (b)   First Amendment to Agreement and Plan of Merger among
                        the Company, EFCC Acquisition Corp. and Extended Family
                        Care Corporation, dated as of April 6, 1997.
                        Incorporated by reference to Exhibit 2(a) to the
                        Company's Registration Statement on Form S-4 dated July
                        29, 1997 (Registration No. 333-32171).
   3.             (a) * The Company's Certificate of Incorporation filed April
                        25, 1961.
                  (b) * The Company's Certificate of Amendment to Certificate of
                        Incorporation filed February 22, 1989.
                  (c) * The Company's Certificate of Amendment to Certificate of
                        Incorporation filed December 4, 1990.
                  (d)   The Company's Certificate of Amendment to Certificate of
                        Incorporation filed February 3, 1994. (Incorporated by
                        reference to Exhibit 3 (d) to the Company's Annual
                        Report on Form 10-KSB for the fiscal year ended May 31,
                        1994.)


                                       26
<PAGE>

                  (e)   The Company's Certificate of Change filed March 2, 1995.
                        (Incorporated by reference to Exhibit 3(e) to the
                        Company's Annual Report on Form 10-KSB for the fiscal
                        year ended May 31, 1995.)
                  (f)   The Company's By-Laws, as amended on November 18, 1992
                        and September 13, 1993. (Incorporated by reference to
                        Exhibit 3 (e) to the Company's Annual Report on Form
                        10-KSB for the fiscal year ended May 31, 1994.)
   9.             (a)   Sternbach Proxy
                  (b)   Voting Trust Agreement dated as of June 20, 1996 by and
                        among EFCC, Coss, Arbor, the Voting Trustee of the
                        Issuer and Kaufman.
   10.            (a) * Form of Indemnification Agreement between the Company
                        and Stephen Sternbach.
                  (b)   Employment Agreement, dated as of December 3, 1995
                        between the Company and Stephen Sternbach. (Incorporated
                        by reference to Exhibit 10.(x) to the Company's
                        Quarterly Report on Form 10-QSB for the quarterly period
                        ended February 29, 1996.)
                  (c) * The Company's 1991 Incentive Stock Option Plan
                  (d)   The Company's 1992 Incentive Stock Option Plan (as
                        amended and restated September 13, 1993). (Incorporated
                        by reference to Exhibit 10 (h) to the Company's Annual
                        Report on Form 10-KSB for the fiscal year ended May 31,
                        1994.)
                  (e)   Amendment No. 1 to the Company's 1992 Stock Option Plan.
                        (Incorporated by reference to Exhibit 10.(z) to the
                        Company's Quarterly Report on Form 10-QSB for the
                        quarterly period ended February 29, 1996.)
                  (f)   The Company's Employee Stock Purchase Plan, as amended
                        on December 15, 1995. (Incorporated by reference to
                        Exhibit 10.(y) to the Company's Quarterly Report on Form
                        10-QSB for the quarterly period ended February 26,
                        1996.)
                  (g)   Form of Incentive Stock Option Contract (Incorporated by
                        reference to Exhibit 10(j) to the Company's Annual
                        Report on Form 10-K for the fiscal year ended May 31,
                        1993.)
                  (h) * Agreement relating to purchase of the Company among
                        Stephen Sternbach, Renee the Company and Leonard
                        Taubenblatt dated December 31, 1986.
                  (i) * New York State Department of Consumer Affairs
                        Employment Agency License.
                  (j) * New York State Health Department Home Care License.
                  (k) * New Jersey Employment agency License.
                  (l)   Form of Indemnification Agreement between the Company
                        and directors and officers. (Incorporated by reference
                        to Exhibit 10(k) to the Company's Annual Report on Form
                        10-K for the fiscal year ended May 31, 1992.)
                  (m)   Asset Purchase Agreement dated as of November 1, 1991 by
                        and among Unity Care Services, Inc., Unity Healthcare
                        Holding Company, Inc. and the Company. (Incorporated by
                        reference to Exhibit 10 (l) to the Company's Annual
                        Report on Form 10-K for the fiscal year ended May 31,
                        1992.)
                  (n)   Asset Purchase Agreement dated January 30, 1992 by and
                        among Unity Healthcare Holding Company, Inc., Unity Care
                        Services, Inc. and the Company. (Incorporated by
                        reference to Exhibit 10.1 to the Company's Current
                        Report on Form 8-K dated May 26, 1992.)
                  (o)   Asset Purchase Agreement dated January 30, 1992 by and
                        between Unity Home Care of Florida, Inc. and the
                        Company. (Incorporated by reference to Exhibit 10.2 to
                        the Company's Current Report on Form 8-K dated May 26,
                        1992.)
                  (p)   Employment Agreement dated February 15, 1990, between
                        Alan Sector and the Company, as assignee of Unity Home
                        Care of Florida, Inc. (Incorporated by


                                       27
<PAGE>

                        reference to Exhibit 10(o) to the Company's Annual
                        Report on Form 10-K for the fiscal year ended May 31,
                        1992.)
                  (q)   Asset Purchase Agreement dated November 8, 1993 by and
                        between DAI Health Care Services, Inc. and Star Multi
                        Care Services of Long Island, Inc., a wholly owned
                        subsidiary of the Company. (Incorporated by reference to
                        Exhibit 10.1 to the Company's Current Report on Form 8-K
                        dated November 22, 1993.)
                  (r)   Asset Purchase Agreement dated as of January 6, 1995, as
                        amended, by and between Long Island Nursing Registry,
                        Inc. and the Company. (Incorporated by reference to
                        Exhibit 21 to the Company's Current Report on Form 8-K
                        dated May 19, 1995.)
                  (s)   Employment Agreement dated May 19, 1995 by and between
                        the Company and Gregory Turchan. (Incorporated by
                        reference to Exhibit 99.1 to the Company's Current
                        Report on Form 8-K dated May 19, 1995.)
                  (t)   Loan Agreement dated November 1, 1995 by and between the
                        Company and Chase Manhattan Bank, N.A. (Incorporated by
                        reference to Exhibit 10.(w) to the Company's Quarterly
                        Report on Form 10-QSB for the quarterly period ended
                        November 30, 1995.)
   16.            (a)   Letter dated April 25, 1995, as amended, from Deloitte &
                        Touche LLP to the Securities and Exchange Commission.
                        (Incorporated by reference to EFCC's Current Report on
                        Form 8-K/A dated March 21, 1995.)
   21.                  List of subsidiaries.
   23.            (a)   Consent of Holtz Rubenstein & Co., LLP.
   27.            (a)   Financial Data Schedule.

----------
*     Incorporated by reference to the Company's Registration Statement on Form
      S-18 dated May 14, 1991. (Registration No. 33-39697-NY)


                                       28
<PAGE>

(b)      Reports on Form 8-K.

         The Company filed a Current Report on Form 8-K dated April 23, 1999.
The Company entered into a Waiver and Amendment to the Receivables Purchase and
Transfer Agreement and the Loan and Security Agreement, revising the terms of
its Revolving Loan with Daiwa Securities America, Inc.


                                       29
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act the Registrant
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.

Date September 14, 1998                    STAR MULTI CARE SERVICES, INC.


                                           By /s/ Stephen Sternbach
                                           Stephen Sternbach,
                                           Chairman of the Board, President and
                                           Chief Executive Officer

      In accordance with the Exchange Act, this Report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated:

         Signature                Capacity                           Date

/s/ Stephen Sternbach     Chairman of the Board of          September 14, 1999
-----------------------   Directors, President and
Stephen Sternbach         Chief Executive Officer

/s/ Concetta Pryor        Principal Financial and           September 14, 1999
-----------------------   Accounting Officer,
Concetta Pryor

/s/ John P. Innes, II     Director                          September 14, 1999
-----------------------
John P. Innes, II

/s/ Matthew Solof         Director                          September 14, 1999
-----------------------
Matthew Solof

/s/ Charles Berdan        Director                          September 14, 1999
-----------------------
Charles Berdan

/s/ Gary L. Weinberger    Director                          September 14, 1999
-----------------------
Gary L. Weinberger


                                       30
<PAGE>

/s/ Gregory Turchan       Senior Vice President,            September 14, 1999
-----------------------   Secretary and Chief
Gregory Turchan           Operating Officer and
                          Director


                                       31

<PAGE>

                         STAR MULTI CARE SERVICES, INC.

                             REPORT ON CONSOLIDATED
                              FINANCIAL STATEMENTS

                         THREE YEARS ENDED MAY 31, 1999

<PAGE>

                         STAR MULTI CARE SERVICES, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                         Page
                                                                         ----

Independent Auditors' Report                                             F-2

Consolidated balance sheets as of May 31, 1999 and 1998                  F-3

Consolidated statements of operations for the three years ended
  May 31, 1999                                                           F-4

Consolidated statement of shareholders' equity
  for the three years ended May 31, 1999                                 F-5

Consolidated statements of cash flows for the three years ended
  May 31, 1999                                                           F-6

Notes to consolidated financial statements                            F-7 - F-19


                                      F-1
<PAGE>

                          Independent Auditors' Report

Board of Directors and Stockholders
Star Multi Care Services, Inc.
Hicksville, New York

We have audited the accompanying consolidated balance sheets of Star Multi Care
Services, Inc. as of May 31, 1999 and 1998 and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
three years in the period ended May 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Star Multi Care
Services, Inc. as of May 31, 1999 and 1998, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
May 31, 1999, in conformity with generally accepted accounting principles.

                                                     HOLTZ RUBENSTEIN & CO., LLP

Melville, New York
July 23, 1999 (except for Note 7, as to
 which the date is September 13, 1999)


                                      F-2
<PAGE>

                         STAR MULTI CARE SERVICES, INC.

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                             May 31,
                                                                  ----------------------------
                                                                      1999            1998
                                                                  ----------------------------
<S>                                                               <C>             <C>
        ASSETS  (Note 7)

CURRENT ASSETS:
   Cash and cash equivalents                                      $  1,734,421    $  1,867,286
   Accounts receivable, net of allowance for doubtful
      accounts of $2,640,000 and $1,872,000 at May 31,
      1999 and 1998, respectively (Notes 7 and 14)                   9,767,549      10,108,879
   Prepaid expenses and other current assets (Note 3)                  349,053         382,899
   Income taxes receivable                                                  --       1,225,946
   Deferred income taxes (Note 8)                                    1,399,000       1,537,000
                                                                  ------------    ------------
        Total current assets                                        13,250,023      15,122,010

PROPERTY AND EQUIPMENT, net (Note 4)                                 1,732,455       1,999,924
NOTES RECEIVABLE FROM OFFICER (Note 12)                                 48,910          86,260
INTANGIBLE ASSETS, net (Note 5)                                     11,252,311      11,857,698
DEFERRED INCOME TAXES (Note 8)                                       1,735,000         619,000
OTHER ASSETS                                                           152,849         185,715
                                                                  ------------    ------------
                                                                  $ 28,171,548    $ 29,870,607
                                                                  ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Revolving credit line (Note 7)                                 $         --    $  6,207,852
   Accrued payroll and related expenses                              3,074,708       3,214,207
   Accounts payable                                                    841,962       1,018,322
   Accrued expenses (Note 6)                                           671,153       2,789,142
   Due to Medicare (Note 9)                                          2,593,324       1,017,287
   Current maturities of long-term debt                                     --         125,000
                                                                  ------------    ------------
        Total current liabilities                                    7,181,147      14,371,810
                                                                  ------------    ------------

LONG-TERM LIABILITIES:
   Revolving credit line (Note 7)                                    6,225,484              --
   Other long-term liabilities (Notes 6 and 15)                      1,375,932       1,065,770
                                                                  ------------    ------------
                                                                     7,601,416       1,065,770
                                                                  ------------    ------------

COMMITMENTS AND CONTINGENCY (Notes 15 and 16)

SHAREHOLDERS' EQUITY:  (Notes 2, 10, 11, 12 and 15)
   Convertible preferred stock - aggregate liquidation value
      $575,000; $1.00 par value, 5,000,000 shares authorized;
      575 and 0 shares issued, respectively                                575              --
   Common stock, $.001 par value, 10,000,000 shares authorized;
      5,394,863 and 5,362,780 shares issued, respectively                5,395           5,363
   Additional paid-in capital                                       21,463,285      20,951,899
   Subscription receivable                                            (397,782)       (397,782)
   Deficit                                                          (7,403,566)     (5,847,531)
   Treasury stock, 137,500 common shares
      at May 31, 1999 and 1998                                        (278,922)       (278,922)
                                                                  ------------    ------------
        Total shareholders' equity                                  13,388,985      14,433,027
                                                                  ------------    ------------

                                                                  $ 28,171,548    $ 29,870,607
                                                                  ============    ============
</TABLE>

                 See notes to consolidated financial statements


                                      F-3
<PAGE>

                         STAR MULTI CARE SERVICES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                          Years Ended
                                                                            May 31,
                                                        --------------------------------------------
                                                             1999            1998            1997
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
REVENUES, net (Note 14)                                 $ 47,108,677    $ 49,335,530    $ 41,857,126
                                                        ------------    ------------    ------------

OPERATING EXPENSES (Notes 12, 15 and 17)
   Costs of revenues                                      32,718,139      34,341,973      28,245,533
   Selling, general and administrative                    12,610,794      13,494,731       9,346,385
   Depreciation and amortization                           1,106,952         910,659         624,248
   Provision for doubtful accounts                         1,580,224       1,561,874         479,640
   Regulatory costs and related expenses (Note 6)                 --       2,030,511              --
   Impairment of intangible assets                           186,946              --              --
   Restructuring and termination expenses                    222,615         362,718              --
                                                        ------------    ------------    ------------
                                                          48,425,670      52,702,466      38,695,806
                                                        ------------    ------------    ------------

OPERATING (LOSS) INCOME                                   (1,316,993)     (3,366,936)      3,161,320
INTEREST EXPENSE, net                                       (652,714)       (438,140)       (140,477)
MERGER TRANSACTION COSTS                                          --              --      (2,808,224)
                                                        ------------    ------------    ------------

(LOSS) INCOME BEFORE PROVISION
   FOR INCOME TAXES                                       (1,969,707)     (3,805,076)        212,619
(BENEFIT) PROVISION FOR
   INCOME TAXES (Note 8)                                    (647,000)     (1,183,000)         87,000
                                                        ------------    ------------    ------------

(LOSS) INCOME FROM CONTINUING
   OPERATIONS                                             (1,322,707)     (2,622,076)        125,619
                                                        ------------    ------------    ------------

DISCONTINUED OPERATIONS:  (Note 18)
   Loss from discontinued operations, net of
      tax benefit of $65,000, $690,000 and $0
      for 1999, 1998 and 1997, respectively                 (145,008)     (1,537,160)             --
   Loss on disposal, net of tax benefit
      of $40,000 for 1999                                    (88,320)             --              --
                                                        ------------    ------------    ------------

LOSS FROM DISCONTINUED OPERATIONS                           (233,328)     (1,537,160)             --
                                                        ------------    ------------    ------------

NET (LOSS) INCOME                                       $ (1,556,035)   $ (4,159,236)   $    125,619
                                                        ============    ============    ============

BASIC (LOSS) INCOME PER COMMON SHARE:
   Continuing operations                                $       (.25)   $       (.53)   $        .03
   Discontinued operations                                      (.03)           (.31)             --
   Loss on disposal                                             (.02)             --              --
                                                        ------------    ------------    ------------
        Net (loss) income                               $       (.30)   $       (.84)   $        .03
                                                        ============    ============    ============

DILUTED (LOSS) INCOME PER COMMON SHARE:
   Continuing operations                                $       (.25)   $       (.53)   $        .03
   Discontinued operations                                      (.03)           (.31)             --
   Loss on disposal                                             (.02)             --              --
                                                        ------------    ------------    ------------
        Net (loss) income                               $       (.30)   $       (.84)   $        .03
                                                        ============    ============    ============

WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING:
   Basic                                                   5,246,684       4,972,207       3,969,910
                                                        ============    ============    ============
   Diluted                                                 5,246,684       4,972,207       4,206,861
                                                        ============    ============    ============
</TABLE>

                 See notes to consolidated financial statements


                                      F-4
<PAGE>

                         STAR MULTI CARE SERVICES, INC.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                   Common Stock                 Preferred Stock
                                                           ---------------------------       ---------------------       Additional
                                                                               Par                          Par           Paid-in
                                                              Shares          Value          Shares        Value          Capital
                                                           ------------   ------------   ------------   ------------   ------------
<S>                                                        <C>            <C>            <C>            <C>            <C>
Balance, May 31, 1996                                         3,820,358   $      3,820             --   $         --   $ 13,288,607

Shares issued under Employee Stock Purchase Plan                 12,119             12             --             --         72,702
Exercise of stock options including income tax benefit          184,837            185             --             --        767,447
Issuance of stock for services                                    8,451              8             --             --         53,992
Stock dividend (Note 10)                                        188,570            189             --             --      1,249,085
Change in unrealized loss on short-term investments                  --             --             --             --             --
Net income                                                           --             --             --             --             --
                                                           ------------   ------------   ------------   ------------   ------------

Balance, May 31, 1997                                         4,214,335          4,214             --             --     15,431,833

Shares issued under Employee Stock Purchase Plan                  5,584              6             --             --         26,077
Exercise of stock options including income tax benefit          168,701            169             --             --        499,963
Issuance of stock in connection with EFCC merger (Note 2)       974,160            974             --             --      4,849,026
Issuance of stock options (Note 14)                                  --             --             --             --        145,000
Net loss                                                             --             --             --             --             --
                                                           ------------   ------------   ------------   ------------   ------------

Balance, May 31, 1998                                         5,362,780          5,363             --             --     20,951,899

Shares issued under Employee Stock Purchase Plan                 10,847             11             --             --         13,222
Exercise of stock options including income tax benefit           21,236             21             --             --         38,990
Issuance of preferred stock (Note 10)                                --             --            575            575        459,174
Net loss                                                             --             --             --             --             --
                                                           ------------   ------------   ------------   ------------   ------------

Balance, May 31, 1999                                         5,394,863   $      5,395            575   $        575   $ 21,463,285
                                                           ============   ============   ============   ============   ============

<CAPTION>

                                                                               Unrealized       Retained
                                                               Subscription    (Loss) on        Earnings
                                                                Receivable    Investments       (Deficit)
                                                              ------------    ------------    ------------
<S>                                                           <C>             <C>             <C>
Balance, May 31, 1996                                         $   (397,782)   $     (6,000)   $   (564,640)

Shares issued under Employee Stock Purchase Plan                        --              --              --
Exercise of stock options including income tax benefit                  --              --              --
Issuance of stock for services                                          --              --              --
Stock dividend (Note 10)                                                --              --      (1,249,274)
Change in unrealized loss on short-term investments                     --           6,000              --
Net income                                                              --              --         125,619
                                                              ------------    ------------    ------------

Balance, May 31, 1997                                             (397,782)             --      (1,688,295)

Shares issued under Employee Stock Purchase Plan                        --              --              --
Exercise of stock options including income tax benefit                  --              --              --
Issuance of stock in connection with EFCC merger (Note 2)               --              --              --
Issuance of stock options (Note 14)                                     --              --              --
Net loss                                                                --              --      (4,159,236)
                                                              ------------    ------------    ------------

Balance, May 31, 1998                                             (397,782)             --      (5,847,531)

Shares issued under Employee Stock Purchase Plan                        --              --              --
Exercise of stock options including income tax benefit                  --              --              --
Issuance of preferred stock (Note 10)                                   --              --              --
Net loss                                                                --              --      (1,556,035)
                                                              ------------    ------------    ------------

Balance, May 31, 1999                                         $   (397,782)   $         --    $ (7,403,566)
                                                              ============    ============    ============

<CAPTION>

                                                                 Treasury Stock               Total
                                                            ---------------------------    Shareholders'
                                                               Shares          Value          Equity
                                                            ------------   ------------    ------------
<S>                                                         <C>            <C>             <C>
Balance, May 31, 1996                                            137,500   $   (278,922)   $ 12,045,083

Shares issued under Employee Stock Purchase Plan                      --             --          72,714
Exercise of stock options including income tax benefit                --             --         767,632
Issuance of stock for services                                        --             --          54,000
Stock dividend (Note 10)                                              --             --              --
Change in unrealized loss on short-term investments                   --             --           6,000
Net income                                                            --             --         125,619
                                                            ------------   ------------    ------------

Balance, May 31, 1997                                            137,500       (278,922)     13,071,048

Shares issued under Employee Stock Purchase Plan                      --             --          26,083
Exercise of stock options including income tax benefit                --             --         500,132
Issuance of stock in connection with EFCC merger (Note 2)             --             --       4,850,000
Issuance of stock options (Note 14)                                   --             --         145,000
Net loss                                                              --             --      (4,159,236)
                                                            ------------   ------------    ------------

Balance, May 31, 1998                                            137,500       (278,922)     14,433,027

Shares issued under Employee Stock Purchase Plan                      --             --          13,233
Exercise of stock options including income tax benefit                --             --          39,011
Issuance of preferred stock (Note 10)                                 --             --         459,749
Net loss                                                              --             --      (1,556,035)
                                                            ------------   ------------    ------------

Balance, May 31, 1999                                            137,500   $   (278,922)   $ 13,388,985
                                                            ============   ============    ============
</TABLE>

                 See notes to consolidated financial statements


                                      F-5
<PAGE>

                         STAR MULTI CARE SERVICES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                     Years Ended
                                                                                        May 31,
                                                                    -----------------------------------------------
                                                                        1999              1998              1997
                                                                    -----------       -----------       -----------
<S>                                                                 <C>               <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES:
  Net (loss) income                                                 $(1,556,035)      $(4,159,236)      $   125,619
                                                                    -----------       -----------       -----------
  Adjustments to reconcile net (loss) income to net
    cash provided by (used in) operating activities:
      Provision for doubtful accounts                                 1,586,581         1,561,874           479,640
      Depreciation and amortization                                   1,276,291           961,431           656,374
      Deferred income taxes                                            (978,000)       (1,000,985)         (589,909)
      Forgiveness of note receivable from officer                        25,000                --                --
      Impairment of intangible assets                                   186,946           380,008                --
      Changes in operating assets and liabilities:
        (Increase) decrease in assets:
          Accounts receivable                                        (1,245,251)          597,561        (2,128,937)
          Prepaid expenses and other current assets                      34,270         1,095,943          (263,981)
          Income tax receivable                                       1,225,522        (1,152,208)          (73,738)
          Other assets                                                   32,866                --                --
        Increase (decrease) in liabilities:
          Accounts payable and accrued expenses                      (2,433,848)        1,278,163         1,299,650
          Due to Medicare                                             1,576,037         1,017,287                --
          Income taxes payable                                               --                --          (295,647)
          Other liabilities                                             310,162           795,255           163,825
                                                                    -----------       -----------       -----------
      Total adjustments                                               1,596,576         5,534,329          (752,723)
                                                                    -----------       -----------       -----------
      Net cash provided by (used in) operating activities                40,541         1,375,093          (627,104)
                                                                    -----------       -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of short-term investments                               --                --           106,000
  Purchase of intangibles                                              (275,898)               --          (179,763)
  Repayment on note receivable from officer                              12,350             7,093             7,164
  Purchase of property and equipment                                   (314,483)         (999,665)         (666,705)
  Business acquisitions, net of cash acquired                                --        (2,786,702)               --
  Payment of costs related to discontinued operations                        --                --           (98,081)
                                                                    -----------       -----------       -----------
      Net cash used in investing activities                            (578,031)       (3,779,274)         (831,385)
                                                                    -----------       -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds (payments) from revolving credit line                     17,632         3,585,852          (658,000)
  Repayment of long-term debt                                          (125,000)         (125,000)         (125,000)
  Proceeds from the issuance of stock under option plans                 52,244           671,215           840,346
  Payment of costs in connection with preferred stock offering         (115,251)               --                --
  Proceeds from issuance of preferred stock                             575,000                --                --
  Redemption of preferred shares                                             --                --          (341,436)
                                                                    -----------       -----------       -----------
      Net cash provided by (used in) financing activities               404,625         4,132,067          (284,090)
                                                                    -----------       -----------       -----------

NET (DECREASE) INCREASE IN CASH
  AND CASH EQUIVALENTS                                                 (132,865)        1,727,886        (1,742,579)

CASH AND CASH EQUIVALENTS, beginning of year                          1,867,286           139,400         1,881,979
                                                                    -----------       -----------       -----------

CASH AND CASH EQUIVALENTS, end of year                              $ 1,734,421       $ 1,867,286       $   139,400
                                                                    ===========       ===========       ===========

SUPPLEMENTAL DISCLOSURE:
  Income taxes paid                                                 $    55,000       $   118,000       $   604,000
                                                                    ===========       ===========       ===========
  Interest paid                                                     $   568,000       $   440,000       $   235,000
                                                                    ===========       ===========       ===========
</TABLE>

                 See notes to consolidated financial statements


                                      F-6
<PAGE>

                         STAR MULTI CARE SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         THREE YEARS ENDED MAY 31, 1999

1.    Summary of Significant Accounting Policies:

      a.    Nature of operations

            The Company is principally engaged in providing temporary health
care personnel, including registered nurses, licensed practical nurses,
certified home health aides, nurses' aides and respiratory therapists to
hospitals, nursing homes, extended care facilities and in-home patients in
Florida, Ohio, New Jersey, Pennsylvania, upstate New York and the New York City
metropolitan area.

      b.    Principles of consolidation

            The consolidated financial statements include the accounts of Star
Multi Care Services, Inc. and its subsidiaries (the "Company"), all of which are
wholly-owned. All significant intercompany transactions and accounts have been
eliminated.

      c.    Revenue recognition and allowance for doubtful accounts

            Net revenue is recorded at the estimated net realizable amount from
patients, third-party payors and others for services rendered. A provision for
doubtful accounts is made for revenue estimated to be uncollectible and is
adjusted periodically based upon management's evaluation of current industry
conditions, historical collection experience and other relevant factors which,
in the opinion of management, deserve recognition in estimating the allowance
for doubtful accounts.

            Under Medicare, Medicaid and other cost-based reimbursement
programs, the Company is reimbursed for services rendered to covered program
patients as determined by reimbursement formulas. The differences between
established billing rates and the amounts reimbursable by the programs and
patient payments are recorded as contractual adjustments and deducted from
revenues.

            Retroactively calculated third-party contractual adjustments are
accrued on an estimated basis in the period the related services are rendered.
Revisions to estimated contractual adjustments are recorded based upon audits by
third-party payors, as well as other communications with third-party payors such
as desk reviews, regulation charges and policy statements. These revisions are
made in the year such amounts are determined.

      d.    Net income (loss) per common share

            The basic net income (loss) per share is computed using weighted
average number of common shares outstanding for the applicable period. The
diluted income (loss) per share is computed using the weighted average number of
common shares plus common equivalent shares outstanding, except if the effect on
the per share amounts of including equivalents would be anti-dilutive.


                                      F-7
<PAGE>

1.    Summary of Significant Accounting Policies: (Cont'd)

      e.    Property and equipment

            Property and equipment are recorded at cost. The carrying amount of
assets and related accumulated depreciation and amortization are removed from
the accounts when such assets are disposed of, and the resulting gain or loss is
included in operations. Depreciation is computed by the straight-line method
over the estimated useful lives of the assets. Leasehold improvements are
amortized over the shorter of the remaining life of the lease or the life of the
improvements.

      f.    Intangible assets

            Intangible assets are stated at acquisition cost and are being
amortized on a straight-line basis over their estimated useful lives.

      g.    Cash equivalents

            For purposes of the consolidated statements of cash flows, the
Company considers all highly liquid financial instruments with a maturity of
three months or less when purchased to be cash equivalents.

      h.    Income taxes

            Deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities,
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse. Temporary differences and
carryforwards giving rise to deferred taxes primarily relate to the allowance
for doubtful accounts, depreciation, accrued expenses and net operating loss
carryforwards.

      i.    Stock-based compensation

            The Company applies APB Opinion No. 25 and related interpretations
in accounting for stock-based compensation to employees. Stock compensation to
non-employees is accounted for at fair value in accordance with FASB Statement
No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123").

      j.    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. Estimates also affect the reported amounts of revenues and expenses
during the period. Such estimates primarily relate to accounts receivable
valuation allowances, recoverability of goodwill and regulatory adjustments.
Actual results may differ from those estimates.

      k.    Impairment of long-lived assets

            In accordance with Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of," an impairment loss is recognized whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable.


                                      F-8
<PAGE>

1.    Summary of Significant Accounting Policies: (Cont'd)

      l.    New accounting pronouncements

            In April 1998, the FASB adopted Statement of Position No. 98-5,
"Reporting on the Costs of Start-Up Activities" ("SOP" No. 98-5") which requires
that costs previously capitalized as start-up costs will be expensed as
incurred. SOP No. 98-5 becomes effective for fiscal years beginning after
December 15, 1998, with earlier application encouraged. The adoption of SOP No.
98-5 will not have a material effect, if any, on the Company's consolidated
financial statements.

            During 1998, the FASB issued Statement of Financial Accounting
Standards (SFAS No. 133), "Accounting for Derivative Instruments and Hedging
Activities". The Company does not expect the adoption of this new accounting
pronouncement to have a material effect, if any, on its financial condition or
results of operations.

      m.    Reclassifications

            Certain reclassifications have been made to the prior years'
financial statements to conform with the classifications used in 1999.

2.    Mergers and Acquisitions:

      On September 9, 1997, the Company acquired Extended Family Care
Corporation ("EFCC") through the merger of EFCC into a wholly-owned subsidiary
of the Company. The Company paid $2,400,000 in cash and issued 974,160 shares of
common stock to EFCC shareholders for an aggregate purchase price of
approximately $7,250,000. The acquisition has been accounted for as a purchase
and, accordingly, the operating results of EFCC have been included in the
Company's consolidated financial statements since the date of acquisition. The
excess of the aggregate purchase price over the fair market value of net assets
acquired of approximately $6,800,000 is being amortized over 40 years.

3.    Prepaid Expenses and Other Current Assets:

      Prepaid expenses and other current assets consists of the following:

                                                         May 31,
                                                --------------------------
                                                   1999            1998
                                                ----------      ----------

             Prepaid insurance                  $  196,000      $  223,000
             Other                                 153,000         160,000
                                                ----------      ----------

                                                $  349,000      $  383,000
                                                ==========      ==========

4     Property and Equipment:

             Property and equipment consists of the following:

                                                         May 31,
                                                --------------------------
                                                   1999            1998
                                                ----------      ----------

             Furniture and fixtures             $  931,000      $  929,000
             Computer equipment                  2,178,000       1,942,000
             Leasehold improvements                127,000          97,000
             Other                                 341,000         334,000
                                                ----------      ----------
                                                 3,577,000       3,302,000
             Less accumulated depreciation       1,844,000       1,303,000
                                                ----------      ----------

                                                $1,733,000      $1,999,000
                                                ==========      ==========


                                      F-9
<PAGE>

5.    Intangible Assets:

      Intangible assets are as follows:

<TABLE>
<CAPTION>
                                                                     May 31,
                                          Amortization    ----------------------------
                                             Period          1999             1998
                                          ------------    -----------      -----------
<S>                                          <C>          <C>              <C>
      Goodwill                               25 - 40      $10,073,000      $10,408,000
      Customer contracts                     11 - 15        1,555,000        1,581,000
      Covenants not-to-compete                 2 - 8          335,000          385,000
      Nurses' list                            9 - 15          563,000          638,000
      Other                                   2 - 25          652,000          385,000
                                                          -----------      -----------
                                                           13,178,000       13,397,000
      Less accumulated amortization                         1,926,000        1,539,000
                                                          -----------      -----------

                                                          $11,252,000      $11,858,000
                                                          ===========      ===========

6.    Accrued Expenses:

      Accrued expenses are as follows:

                                                                    May 31,
                                                          ----------------------------
                                                             1999             1998
                                                          -----------      -----------

      Medicaid settlement (b)                             $   242,000      $ 1,000,000
      Medicare audit assessment (a)                                --        1,250,000
      Professional fees                                       285,000          250,000
      Interest                                                 51,000           45,000
      Other                                                    93,000          244,000
                                                          -----------      -----------

                                                          $   671,000      $ 2,789,000
                                                          ===========      ===========
</TABLE>

      (a) On July 18, 1998, the Company was advised that an audit of American
Healthcare Services, Inc., the Company's Medicare agency, by the Office of Audit
Services, Office of Inspector General of the United States Department of Health
and Human Services which had been forwarded to the Medicare intermediary
assigned to administer Medicare payments in Florida had been referred to the
Civil Division of the United Stated Attorney for the Southern District of
Florida. The audit was related to home health service claims submitted by
American Health Care Services during 1995 and 1996. A similar audit commenced
May 1997 for claims submitted during 1993. Based on correspondence received from
the United States Attorney's office, the Company accrued $1,250,000 in fiscal
year 1998.

      The Company has appealed the assessment, which could result in the
elimination or reduction of the assessment. As a result of this appeal, based on
preliminary indications from the Medicare intermediary and the recommendation of
the Company's regulatory counsel, the Company has reversed the accrual, which is
included in discontinued operations for the year ended May 31, 1999.
Management's decision to reverse the accrual was based on the advice of
regulatory counsel as to the outcome of similar types of audits or claims based
upon their experience in the health care industry and the Company's ability to
appeal or litigate any liability and pursue a claim against third parties who
have rendered services to the Company.

      (b) In August 1995, the Office of Deputy Attorney General for Medicaid
Fraud Control conducted a review of personnel, clinical and billing records for
the years 1992 through 1995. In fiscal year 1998, the Company accrued $1,000,000
in connection with this matter.


                                      F-10
<PAGE>

6.    Accrued Expenses: (Cont'd)

            Additionally, errors were discovered in certain cost reports that
had been previously submitted to the New York State Department of Social
Services during the years 1993 through 1995. The Company filed amended cost
reports, which was expected to result in a retroactive calculation of the
Medicaid reimbursement rate and the imposition of overpayment assessments
against the Company. In fiscal year 1998, the Company accrued $660,000 in
contemplation of a settlement and offset the accrual against existing accounts
receivable from Medicaid.

            In May 1999, the Company negotiated a $1,167,000 settlement with the
State of New York in connection with these matters. The settlement agreement
provided for an initial payment of $200,000, with the balance payable over four
years at 9% interest per annum. Included in accrued expenses and other long-term
liabilities is $242,000 and $725,000, respectively, which represents the
remaining balance due Medicaid at May 31, 1999.

7.    Revolving Credit Line:

      On November 9, 1998, the Company entered into a $10 million revolving
credit facility (the "Credit Facility") with a new lender. The Credit Facility
permits the Company to borrow up to 80% of eligible accounts receivable (as
defined) that are aged less than 180 days at LIBOR+3%, and the remaining
eligible accounts receivable (as defined) at LIBOR+6%. On April 23, 1999, the
Credit Facility was amended and provided for the lender to reduce the borrowing
base percentage from 80% to 70%. The credit facility expires on November 8, 2000
and requires the Company to meet certain financial ratios and covenants,
including current ratio, minimum tangible net worth, debt service coverage and
interest coverage. All the assets of the Company collateralize the Credit
Facility.

      In connection with entering into the Credit Facility, Star Multi Care
Services, Inc. and certain of its subsidiaries (the "Members") formed SMCS Care,
LLC (a limited liability company) (the "LLC"). The operating agreement of the
LLC provides for its members to sell its eligible receivables to the LLC and
whereby the LLC will borrow from the lender in accordance with Credit Facility.

      At May 31, 1999, the Company was in violation of certain financial
covenants contained in the credit facility agreement. On September 13, 1999, the
Bank waived compliance with the covenant violations and amended the terms of the
credit facility. The amended agreement provides for changes to certain financial
ratios and covenants, and increases the interest rate on the line for eligible
receivables from LIBOR+3% to LIBOR+4%, and on the remaining receivables from
LIBOR+6% to LIBOR+7%.

8.    Income Taxes:

      The Company files a consolidated U.S. federal income tax return that
includes all wholly owned subsidiaries. State tax returns are filed on a
consolidated, or separate basis depending on the applicable laws. At May 31,
1999, the Company has a net operating loss carryforward of approximately
$3,753,000 for federal income tax purposes which may be applied against future
taxable income through 2014.


                                      F-11
<PAGE>

8.    Income Taxes:

      The (benefit) provision for income taxes from continuing operations
consists of the following:

                                              Years Ended May 31,
                                -----------------------------------------------
                                   1999              1998              1997
                                -----------       -----------       -----------
      Current:
        Federal                 $   176,000       $  (709,000)      $   605,093
        State and local              40,000            40,000            71,816
                                -----------       -----------       -----------
                                    216,000          (669,000)          676,909
                                -----------       -----------       -----------
      Deferred:
        Federal                    (730,000)         (346,000)         (431,641)
        State                      (133,000)         (168,000)         (158,268)
                                -----------       -----------       -----------
                                   (863,000)         (514,000)         (589,909)
                                -----------       -----------       -----------

                                $  (647,000)      $(1,183,000)      $    87,000
                                ===========       ===========       ===========

      The components of the net deferred tax assets are as follows:

                                                              May 31,
                                                   -----------------------------
                                                       1999              1998
                                                   -----------       -----------
      Deferred tax assets:
        Allowance for doubtful accounts            $   964,000       $   683,000
        Accrued expenses                               487,000         1,110,000
        Tax credits                                         --           127,000
        Net operating loss carryforward              1,654,000           180,000
        Stock compensation                              56,000            53,000
        Amortization of intangible assets              408,000           112,000
        Other                                          150,000             2,000
                                                   -----------       -----------
                                                     3,719,000         2,267,000
      Valuation allowance                             (343,000)               --
                                                   -----------       -----------
                                                     3,376,000         2,267,000
      Deferred tax liabilities:
        Depreciation and amortization                  242,000           111,000
                                                   -----------       -----------

      Net deferred tax assets                      $ 3,134,000       $ 2,156,000
                                                   ===========       ===========

      A reconciliation between the actual income tax (benefit) expense and
income taxes computed by applying the statutory federal income tax rate to
income before taxes is as follows:

<TABLE>
<CAPTION>
                                                                   Years Ended May 31,
                                                     -----------------------------------------------
                                                        1999              1998              1997
                                                     -----------       -----------       -----------
<S>                                                  <C>               <C>               <C>
      Computed federal income tax
        at statutory rates                           $  (680,000)      $(1,294,000)      $    72,290
      State taxes, net of federal benefit               (120,000)         (228,000)           13,608
      Items without tax benefit                          120,000           107,000            76,500
      Adjustments to prior years' tax liability          (88,000)          262,000           (76,200)
      Valuation allowance                                185,000                --                --
      Tax credits                                             --           (48,000)               --
      Other, net                                         (64,000)           18,000               802
                                                     -----------       -----------       -----------

                                                     $  (647,000)      $(1,183,000)      $    87,000
                                                     ===========       ===========       ===========
</TABLE>


                                      F-12
<PAGE>

9.    Due to Medicare:

      Amounts due to Medicare represent periodic interim payments ("PIP")
received from Medicare in excess of the current volume of business. There is no
scheduled repayment of this liability, and on July 1, 1999, the Company ceased
operations of its Medicare business. See Note 18.

10.   Shareholders' Equity:

      a.    Preferred stock

            The Company has authorized 5,000,000 shares of preferred stock,
$1.00 par value, which the Board of Directors has authority to issue from time
to time in series. The Board of Directors also has the authority to fix, before
the issuance of each series, the number of shares in each series and the
designation, preferences, rights and limitations of each series.

      In April 1999, the Company completed a private placement by the sale of
575 Series A 8% Convertible Preferred Stock for $575,000. After sixty days from
the closing date, the Preferred Stock may be converted to common stock equal to
the lessor of: (i) 125% of the market price of common stock three trading days
immediately preceding the closing date, or (ii) the market price of the
Company's Common stock discounted from 10% to 30%, such discount increasing with
the passage of time. Holders of the preferred shares can convert the stated
value of their shares, in whole or in part, into common stock at a maximum
conversion price of $1.41 per share (407,801 shares), and have liquidation
preference over common shareholders. The Preferred Stock pays an 8% annual
dividend payable quarterly that may be converted to common stock at the option
of the Company. Additionally, holders of the preferred shares received a Common
Stock Purchase Warrant for the right to purchase 50,000 common stock shares of
the Company, expiring April 2001, at 115% of the closing bid price on the
trading day immediately preceding the closing date of this sale.

      b.    Stock dividend

            On September 3, 1996, the Company's Board of Directors approved a
stock dividend on November 4, 1996 for shareholders of record as of October 11,
1996. A total of 188,570 shares of common stock were issued in connection with
the dividend.

            Common stock has been adjusted for the par value of the shares
issued, and additional paid-in capital and retained earnings have been adjusted
for the difference between the fair market value and the par value of the
shares.

            All references in the accompanying financial statements to the
number of common shares and per share amounts for all periods presented have
been restated to reflect the stock dividend.

11.   Stock Option Plans:

      In accordance, with APB Opinion No. 25, no compensation expense has been
recognized for the stock option plans. Had the Company recorded compensation
expense for the stock options based on the fair value at the grant date for
awards in the years ended May 31, 1999, 1998 and 1997 consistent with the
provisions of SFAS No. 123, the Company's net (loss) income and net (loss)
income per share would have changed to the following pro forma amounts.


                                      F-13
<PAGE>

11.   Stock Option Plans: (Cont'd)

<TABLE>
<CAPTION>
                                                              Years Ended May 31,
                                             -----------------------------------------------------
                                                 1999                1998                1997
                                             -------------       -------------       -------------
<S>                                          <C>                 <C>                 <C>
      Net (loss) income, as reported         $  (1,556,035)      $  (4,159,236)      $     125,619
      Net (loss) income, pro forma              (1,587,199)         (4,178,675)             92,541
      Basic (loss) income per share,
        as reported                                   (.30)               (.84)                .03
      Basic (loss) income per share,
        pro forma                                     (.30)               (.84)                .02
      Diluted  (loss) income per share,
        as reported                                   (.30)               (.84)                .03
      Diluted (loss) income per share,
        pro forma                                     (.30)               (.84)                .02
</TABLE>

      The fair value of each option grant is estimated on the date of grant
using the Black Scholes option pricing model with the following range of
weighted-average assumptions used for grants in years ended May 31, 1999, 1998
and 1997; expected volatility of 58%; risk free interest rate averaging 5.4%;
and expected lives of 2 to 6 years.

      The Company has two stock option plans (the "Plans") as adopted and as
adjusted for stock dividends. Participants may be granted either Incentive Stock
Options or Non-Qualified Stock Options to purchase shares of common stock. The
purpose of the Plans is to promote the overall financial objectives of the
Company and its shareholders by motivating those persons selected to participate
in the Plans to achieve long-term growth in shareholder equity in the Company
and by retaining the association of those individuals who are instrumental in
achieving this growth. Such options become exercisable at various intervals
based upon vesting schedules as determined by the Compensation Committee. The
options expire between August 2002 and April 2008.

      The incentive stock options may be granted to employees and consultants of
the Company at a price not less than the fair market value on the date of grant.
All such options are authorized and approved by the Board of Directors, based on
recommendations of the Compensation Committee.

      Information as to options granted is summarized as follows:

                                                                     Exercise
                                           Shares                      Price
                                          --------                 -------------

      Outstanding, May 31, 1996            722,424                 $1.38 - $7.28

        Granted                             29,500
        Canceled and expired               (41,414)
        Exercised                         (184,837)
                                          --------

      Outstanding, May 31, 1997            525,673                 $1.38 - $6.55

        Granted                            212,000
        Canceled and expired               (15,032)
        Exercised                         (168,701)
                                          --------

      Outstanding, May 31, 1998            553,940                 $1.38 - $6.55

        Granted                            387,068
        Canceled and expired              (354,543)
        Exercised                          (21,236)
                                          --------

      Outstanding, May 31, 1999            565,229                 $1.13 - $6.50
                                          ========


                                      F-14
<PAGE>

11.   Stock Option Plans: (Cont'd)

      Shares reserved for future issuance at May 31, 1999 are comprised of the
following:

      Shares issuable upon exercise of stock
        options under the plans                                          494,489
      Shares issuable under the Company's
        employee stock purchase plan                                     305,350
                                                                         -------

                                                                         799,839
                                                                         =======

      The weighted-average grant-date fair value of options granted for the
years ended May 31, 1999, 1998 and 1997 were $.23, $1.02 and $3.93,
respectively. In addition, there were 395,325 options at a weighted-average per
share exercise price of $2.52 per option exercisable at May 31, 1999.

      The weighted-average exercise price and remaining contractual life of
options outstanding at May 31, 1999 is $2.25 and 3.9 years, respectively and at
May 31, 1998 is $3.37 and 6.2 years, respectively.

      In November 1995, the Company adopted an Employee Stock Purchase Plan
whereby certain employees can purchase shares of common stock at the lesser of
85% of fair market value of the stock at the beginning or end of the calendar
year. Since inception of this Plan, a total of 28,550 shares were issued.

12.   Related Party Transactions:

      a.    Notes receivable from officer

            Notes receivable from officer, represents amounts loaned by the
Company and/or subsidiaries of the Company to the Company's President. These
notes bear interest at 6% and matured August 1, 1998. All interest has been paid
through May 31, 1999. During fiscal year 1999, the Company's Board of Directors
approved the forgiveness of $25,000 of outstanding principle.

      b.    Stock subscription receivable

            On April 20, 1995, the Company accepted a non-recourse promissory
note from the former Chief Executive Officer of AMSERV, Eugene J. Mora, in the
original principal amount of $198,440, bearing interest at a rate of 10% per
annum and maturing in April 2000, and $1,100 in cash for the exercise of options
for 44,990 shares of the Company's common stock. The promissory note is secured
by 72,623 shares of the Company's common stock owned by Mr. Mora. On January 16,
1996, the promissory note was amended to become a recourse promissory note,
secured by 44,990 shares of common stock owned by Mr. Mora, with interest at a
rate of 5.73% per annum. Also on January 16, 1996, the Company accepted an
additional recourse promissory note from Mr. Mora in the original principal
amount of $199,342, bearing interest at a rate of 5.73% per annum and maturing
in January 2001, and $1,105 in cash for the exercise of options for 45,194
shares of the Company's common stock.

            In accordance with the settlement agreement with Mr. Mora (Note 15)
the Company has agreed to forgive the subscription receivable in consideration
for Mr. Mora entering into a covenant not-to-compete agreement with the Company.
The non-compete agreement provides for the Company to forgive the subscription
receivable plus accrued interest in incremental amounts between the years 2002
through 2005 provided that Mr. Mora complies with the non-compete agreement.


                                      F-15
<PAGE>

12.   Related Party Transactions: (Cont'd)

      c.    Services

            A former director provided accounting services to the Company for
which he was compensated approximately $146,000 and $129,000 in the years 1998
and 1997, respectively.

13.   Fair Value of Financial Instruments:

      The methods and assumptions used to estimate the fair value of the
following classes of financial instruments were:

      Current Assets and Current Liabilities: The carrying amount of cash,
      current receivables and payables and certain other short-term financial
      instruments approximate their fair value.

      Long-Term Debt: The fair value of the Company's long-term debt, including
      the current portions, was estimated using a discounted cash flow analysis,
      based on the Company's assumed incremental borrowing rates for similar
      types of borrowing arrangements. The carrying amount of variable and fixed
      rate debt at May 31, 1999 and 1998 approximates its fair value.

14.   Concentrations of Credit Risk and Major Customers:

      Financial instruments which potentially expose the Company to
concentrations of credit risk consist principally of trade accounts receivable
and temporary cash investments.

      The Company provides temporary health care personnel to hospitals, nursing
homes, extended care facilities and in-home patients in Florida, Ohio, New
Jersey, Pennsylvania, upstate New York and the New York City metropolitan area.
At May 31, 1999 and 1998, approximately 46% and 44%, respectively, of accounts
receivable was due from Medicaid. Credit losses relating to customers
historically have not been significant and within management's expectations.

      The Company places its temporary cash investments with high credit quality
financial institutions.

15.   Commitments:

      a.    Employment agreement

            The Company has an employment agreement, as amended, with an officer
which expires in December 2001. The aggregate commitment for future salary,
excluding bonuses, under the agreement is $375,000. The agreement also provides
for increases based on the consumer price index increases and certain bonuses
based upon annual pretax income. The aggregate minimum commitment for future
salaries under the agreements is as follows:

                 Years Ending
                    May 31,
                 ------------

                     2000                       $250,000
                     2001                        125,000
                                                --------
                                                $375,000
                                                ========


                                      F-16
<PAGE>

15.   Commitments: (Cont'd)

      b.    Leases

            The Company conducts its operations from leased office space under
various operating leases which expire at various dates through 2003. Management
expects that in the normal course of business these leases will be renewed or
replaced by other leases.

      As of May 31, 1998 future net minimum rental payments under operating
leases having initial or remaining noncancellable terms in excess of one year
are as follows:

                 Years Ending
                    May 31,
                 ------------

                     2000                     $  617,000
                     2001                        584,000
                     2002                        480,000
                     2003                        311,000
                     2004                        255,000
                  Thereafter                      25,000
                                              ----------
                                              $2,272,000
                                              ==========

      Rental expenses for operating leases for fiscal years ended 1999, 1998 and
1997 were approximately $798,000, $718,000 and $805,000, respectively.

      c.    Settlement agreement

            In March 1998, the Company negotiated a settlement agreement with
Eugene J. Mora ("Mora") the former President and CEO of AMSERV. The agreement
provides for monthly payments of $10,750 commencing in July 1998 through
February 2000 in satisfaction of Mora's consulting agreement and monthly
payments of $26,535 from July 1998 through February 2000 and $37,285 from March
2000 through September 2000 in satisfaction of Mora's employment agreement. The
Company also exchanged Mora's existing stock options for 90,000 new options with
an exercise price of $4.00 per share, the Company recorded a charge to
operations of $145,000 for the issuance of these options. In addition, the
Company reimbursed Mora $210,000 for legal fees. The agreement also provides for
the forgiveness of the subscription receivable of $397,782 plus accrued interest
from Mora (Note 12) in exchange for Mora entering into a covenant not-to-compete
agreement.

            In accordance with APB Opinion No. 21 "Interest on Receivables and
Payables," the Company has discounted its obligations resulting from the
settlement of Mora's employment agreement. The liability was discounted at a
rate of 9% per annum, and results in a face amount of approximately $1,035,000.

            The aggregate minimum commitment under this agreement is as follows:

                 Years Ending
                    May 31,
                 ------------

                     2000                     $447,420
                     2001                      447,420
                     2002                      149,140


                                      F-17
<PAGE>

16.   Contingencies:

      The Company is a defendant in several actions which are routine and
incidental to its business. In management's opinion, settlement of these actions
will not have a material adverse effect on the Company's consolidated financial
position, liquidity or results of operations.

17.   Retirement Plans:

      The Company had a 401(k) savings plan covering all eligible employees
which it terminated in December 1998. Contributions for the years ended May 31,
1999, 1998 and 1997 approximated $31,000, $64,000 and $20,000, respectively.

18.   Discontinued Operations:

      In February 1999, the Company adopted a plan to abandon its Medicare
business being provided by one of its subsidiaries in the State of Florida,
American Health Care Services ("American"). The Company ceased operations
effective July 1, 1999. The Company plans to liquidate its assets and discharge
its liabilities through an assignment for the benefit of creditors proceeding.
Accordingly, the operating results of American, including provisions for
estimated losses during the phase-out period of approximately $128,000 have been
segregated from continuing operations and reported as a separate line item on
the statement of operations.

      The Company has restated its prior financial statements to present the
operating results of the American segment as a discontinued operation.

      Operating results (exclusive of any corporate charges or interest expense
and the aforementioned provisions) from discontinued operations are as follows:

<TABLE>
<CAPTION>
                                                                   Years Ended May 31,
                                                   --------------------------------------------------
                                                       1999               1998               1997
                                                   ------------       ------------       ------------
<S>                                                <C>                <C>                <C>
      Revenues, net                                $  1,985,624       $  8,414,290       $ 11,106,139
                                                   ------------       ------------       ------------
      Costs and expenses:
        Costs of revenues                             1,834,361          4,604,695          6,286,607
        Selling, general and administrative           1,104,431          4,340,394          4,768,773
        Regulatory costs and adjustments             (1,250,000)         1,250,000                 --
        Depreciation and amortization                   169,339             50,772             32,126
        Impairment of intangible assets                      --            380,008                 --
        Restructuring and termination expense           335,211                 --                 --
                                                   ------------       ------------       ------------

                                                      2,193,342         10,625,869         11,087,506
                                                   ------------       ------------       ------------
      Operating (loss) income                          (207,718)         2,211,579             18,633
      Other deductions                                   (2,290)           (15,581)           (18,633)
                                                   ------------       ------------       ------------
      Loss before income taxes                         (210,008)        (2,227,160)                --
      Income tax benefit                                (65,000)          (690,000)                --
                                                   ------------       ------------       ------------

      Net loss                                     $   (145,008)      $ (1,537,160)      $         --
                                                   ============       ============       ============
</TABLE>

      Assets and liabilities for the fiscal year ending 1999 and 1998 are as
follows:

<TABLE>
<CAPTION>
                                                               May 31,
                                                   -------------------------------
                                                       1999                1998
                                                   ------------       ------------
<S>                                                <C>                <C>
      Total assets                                 $    598,000       $  1,190,000
      Total liabilities                               3,252,000          2,015,000
</TABLE>


                                      F-18
<PAGE>

19.   Supplementary Information - Statement of Cash Flows:

      During the year ended May 31, 1998, the Company issued 974,160 shares of
common stock in connection with the EFCC merger. During the year ended 1997, the
Company issued a stock dividend which amounted to $1,249,274. During the year
ended May 31, 1997, the Company issued common stock in exchange for services in
the amount of $54,000.


                                      F-19
<PAGE>

                                  Exhibit Index

Exhibit No.                         Exhibit

   2.       (a)         Agreement and Plan of Merger among the Company, EFCC
                        Acquisition Corp. and Extended Family Care Corporation
                        dated as of January 3, 1997. Incorporated by reference
                        to the Company's Registration Statement on Form S-4
                        dated July 29, 1997 (Registration No. 333-32171).
            (b)         First Amendment to Agreement and Plan of Merger among
                        the Company, EFCC Acquisition Corp. and Extended Family
                        Care Corporation, dated as of April 6, 1997.
                        Incorporated by reference to the Company's Registration
                        Statement on Form S-4 dated July 29, 1997 (Registration
                        No. 333-32171).
   3.       (a)   *     The Company's Certificate of Incorporation filed April
                        25, 1961.
            (b)   *     The Company's Certificate of Amendment to Certificate of
                        Incorporation filed February 22, 1989.
            (c)   *     The Company's Certificate of Amendment to Certificate of
                        Incorporation filed December 4, 1990.
            (d)         The Company's Certificate of Amendment to Certificate of
                        Incorporation filed February 3, 1994. (Incorporated by
                        reference to Exhibit 3 (d) to the Company's Annual
                        Report on Form 10-KSB for the fiscal year ended May 31,
                        1994.)
            (e)         The Company's Certificate of Change filed March 2, 1995.
                        (Incorporated by reference to Exhibit 3(e) to the
                        Company's Annual Report on Form 10-KSB for the fiscal
                        year ended May 31, 1995.)
            (f)         The Company's By-Laws, as amended on November 18, 1992
                        and September 13, 1993. (Incorporated by reference to
                        Exhibit 3 (e) to the Company's Annual Report on Form
                        10-KSB for the fiscal year ended May 31, 1994.)
  10.       (a)   *     Form of Indemnification Agreement between the Company
                        and Stephen Sternbach.
            (b)         Employment Agreement, dated as of December 3, 1995
                        between the Company and Stephen Sternbach. (Incorporated
                        by reference to Exhibit 10.(x) to the Company's
                        Quarterly Report on Form 10-QSB for the quarterly period
                        ended February 29, 1996.)
            (c)   *     The Company's 1991 Incentive Stock Option Plan
            (d)         The Company's 1992 Incentive Stock Option Plan (as
                        amended and restated September 13, 1993). (Incorporated
                        by reference to Exhibit 10 (h) to the Company's Annual
                        Report on Form 10-KSB for the fiscal year ended May 31,
                        1994.)
            (e)         Amendment No. 1 to the Company's 1992 Stock Option Plan.
                        (Incorporated by reference to Exhibit 10.(z) to the
                        Company's Quarterly Report on Form 10-QSB for the
                        quarterly period ended February 29, 1996.)
            (f)         The Company's Employee Stock Purchase Plan, as amended
                        on December 15, 1995. (Incorporated by reference to
                        Exhibit 10.(y) to the Company's Quarterly Report on Form
                        10-QSB for the quarterly period ended February 26,
                        1996.)
            (g)         Form of Incentive Stock Option Contract (Incorporated by
                        reference to Exhibit 10(j) to the Company's Annual
                        Report on Form 10-K for the fiscal year ended May 31,
                        1993.)
            (h)   *     Agreement relating to purchase of the Company among
                        Stephen Sternbach, Renee Starr and Leonard Taubenblatt
                        dated December 31, 1986.


                                       32
<PAGE>

            (i)   *     New York State Department of Consumer Affairs Employment
                        Agency License.
            (j)   *     New York State Health Department Home Care License.
            (k)   *     New Jersey Employment Agency License.
            (l)         Form of Indemnification Agreement between the Company
                        and directors and officers. (Incorporated by reference
                        to Exhibit 10(k) to the Company's Annual Report on Form
                        10-K for the fiscal year ended May 31, 1992.)
            (m)         Asset Purchase Agreement dated as of November 1, 1991 by
                        and among Unity Care Services, Inc., Unity Healthcare
                        Holding Company, Inc. and the Company. (Incorporated by
                        reference to Exhibit 10 (l) to the Company's Annual
                        Report on Form 10-K for the fiscal year ended May 31,
                        1992.)
            (n)         Asset Purchase Agreement dated January 30, 1992 by and
                        among Unity Healthcare Holding Company, Inc., Unity Care
                        Services, Inc. and the Company. (Incorporated by
                        reference to Exhibit 10.1 to the Company's Current
                        Report on Form 8-K dated May 26, 1992.)
            (o)         Asset Purchase Agreement dated January 30, 1992 by and
                        between Unity Home Care of Florida, Inc. and the
                        Company. (Incorporated by reference to Exhibit 10.2 to
                        the Company's Current Report on Form 8-K dated May 26,
                        1992.)
            (p)         Employment Agreement dated February 15, 1990, between
                        Alan Spector and the Company, as assignee of Unity Home
                        Care of Florida, Inc. (Incorporated by reference to
                        Exhibit 10(o) to the Company's Annual Report on Form
                        10-K for the fiscal year ended May 31, 1992.)
            (q)         Asset Purchase Agreement dated November 8, 1993 by and
                        between DSI Health Care Services, Inc. and Star Multi
                        Care Services of Long Island, Inc., a wholly owned
                        subsidiary of the Company. (Incorporated by reference to
                        Exhibit 10.1 to the Company's Current Report on Form 8-K
                        dated November 22, 1993.)
            (r)         Asset Purchase Agreement dated as of January 6, 1995, as
                        amended, by and between Long Island Nursing Registry,
                        Inc. and the Company. (Incorporated by reference to
                        Exhibit 21 to the Company's Current Report on Form 8-K
                        dated May 19, 1995.)
            (s)         Employment Agreement dated May 19, 1995 by and between
                        the Company and Gregory Turchan. (Incorporated by
                        reference to Exhibit 99.1 to the Company's Current
                        Report on Form 8-K dated May 19, 1995.)
            (t)         Loan Agreement dated November 1, 1995 by and between the
                        Company and Chase Manhattan Bank, N.A. (Incorporated by
                        reference to Exhibit 10.(w) to the Company's Quarterly
                        Report on Form 10-QSB for the quarterly period ended
                        November 30, 1995.)
  16.       (a)         Letter dated April 25, 1995, as amended, from Deloitte &
                        Touche LLP to the Securities and Exchange Commission.
                        (Incorporated by reference to EFCC's Current Report on
                        Form 8-K/A dated March 21, 1995.)
  21.             **    List of Subsidiaries filed as Exhibit 21 with the Form
                        10-K for the fiscal year ended May 31, 1998.
  23.       (a)         Consent of Holtz Rubenstein & Co., LLP.
  27.             **    Financial Data Schedule.

----------
*     Incorporated by reference to the Company's Registration Statement on Form
      S-18 dated May 14, 1991. (Registration No. 33-39697-NY)

**    Filed herewith.


                                       33