<PAGE>   1
                    U. S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

   
                                  FORM 10-K/A
                                Amendment No. 5
                          (Amending Part II - Item 7)
    

[X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

             For the Fiscal Year ended:  June 30, 1996

             OR

[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from:

                          Commission File No. 1-14114

                        RETIREMENT CARE ASSOCIATES, INC.
             (Exact Name of Registrant as Specified in its Charter)

           COLORADO                                    43-1441789
(State or Other Jurisdiction of                  (I.R.S. Employer Identi-
Incorporation or Organization)                      fication Number)

          6000 Lake Forrest Drive, Suite 200, Atlanta, Georgia  30328
          (Address of Principal Executive Offices, Including Zip Code)

Registrant's telephone number, including area code:  (404) 255-7500

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

    TITLE OF EACH CLASS             NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, $.0001 Par Value               New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.0001 Par Value

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [ ]

As of September 18, 1996, 13,180,918 shares of common stock were outstanding.
The aggregate market value of the common stock of the Registrant held by
nonaffiliates on that date was approximately $67,925,000.

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

Documents incorporated by reference:  Part III is incorporated by reference to
the Registrant's Proxy Statement relating to the Annual Meeting of Shareholders
to be held in December 1996.
<PAGE>   2
                                    PART II

   
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

YEAR ENDED JUNE 30, 1996 COMPARED TO YEAR ENDED JUNE 30, 1995

         The Company's management has evaluated the potential effect on periods
prior to 1996 of certain errors that the Company has corrected in a restatement
and reissuance of its 1996 financial statements. Based on such evaluation, the
Company's management determined that a restatement of periods prior to 1996 was
unnecessary. The following summarizes the principal considerations made by the
Company's management in that regard:
 
         Allowance for uncollected accounts during 1996.  The Company's accounts
receivable nearly doubled during 1996, and the mix of such receivables also
changed significantly. In 1995, amounts due from Medicare and Medicaid
represented approximately 87% of the Company's total accounts receivable, versus
67% in 1996. Further, amounts due from patients increased from approximately
$11,000 in 1995 to approximately $3,113,000 in 1996, and the Company's other
trade receivables increased from approximately $761,000 in 1995 to approximately
$2,595,000 in 1996. The Company reviewed its 1995 allowance on a payor category
basis and concluded that the balance was appropriate for 1995. Nothing was noted
that would indicate a misapplication of facts and circumstances during 1995, and
nothing would indicate a potential error relating to the allowance for
uncollectible accounts during 1995. Since 87% of the Company's accounts
receivable in 1995 consisted of Medicare and Medicaid receivables, and since
these amounts were billed and paid on a regular and timely basis from state and
federal agencies, no allowance for uncollectible accounts for 1995 was deemed
necessary. However, with the large increase during 1996 in accounts receivable
from sources other than Medicare and Medicaid, such as private pay residents and
insurance companies, the Company refined its method of evaluation of the
collectibility of its accounts receivable and recorded the allowance for
uncollectible accounts for fiscal year 1996.

         Additional accrual for claims incurred but not reported for
self-insured worker's compensation and health care.  Until April 1995, the
Company had been acquiring commercial insurance, which transferred substantially
all risk to a third party insurer. In conjunction with the Company's switch to
self-insurance, the Company experienced significant growth during 1996 compared
to 1995. During 1996, the Company acquired or leased an additional 28
facilities, a 74% increase in total facilities owned or leased. A similar
increase in covered employees can be implied. As a result of the increase in
facilities and the rapid increase in covered employees, the reasonable
conclusion is that the expenses associated with these increases are properly
accounted for in 1996. The Company evaluated what portion of the expenses, if
any, would have been properly accrued in 1995 and determined that amount to be
$174,000 net of the related tax effect.

         Accrual for compensated absences. The Company evaluated what portion of
the expenses, if any, would have been properly accrued in 1995 and determined
that amount to be $24,000 net of the related tax effect.

         Adjustment of previously recorded inventory.  This adjustment applies
only to the 1996 financial statements. Initially, the Company had erroneously
included certain items, such as beds and other insignificant equipment ($200 or
less per item), in its physical inventory by facility. The adjustment to
inventory represents a correction to the inventory balance to only reflect those
items appropriately included as inventory.

         Adjustment to lease expense. This adjustment represents the amount
necessary to increase lease expense to reflect straight line expense for those
leases which contained escalation clauses. This adjustment is principally
related to 1996 when the Company acquired an additional 28 facilities. The
Company evaluated what portion of the expenses, if any, would have been properly
included in prior periods and determined that $143,000 and $52,000 net of the
related tax effect should have been reflected in the 1995 and 1994 financial
statements, respectively.

         If the amounts noted above had been reflected in the 1995 financial
statements, they would have had the following effect:

<TABLE>
<CAPTION>
                                                       1996             1995
<S>                                                 <C>              <C>
Net income before cumulative effect of              $1,374,808       $5,058,503
change in accounting principle - as reported

Proforma effect of adjustments                         393,000         (393,000) 
                                                    ----------       ----------

Proforma net income before cumulative effective     $1,767,808       $4,719,503
of change in accounting principle                   ----------       ----------
                                                    

Net income (loss) per common share                      $(0.08)           $0.40

Proforma effect of adjustments                            0.03            (0.01)
                                                    ----------       ----------

Proforma net income (loss) per common share             $(0.05)           $0.39
                                                    ----------       ----------
</TABLE>
                                       2
<PAGE>   3
The Company believes that the effect of such items does not warrant any
adjustments to the 1995 financial statements.
    

   
         The Company's total revenues for the year ended June 30, 1996, were
$134,011,369 compared to $79,616,053 for the year ended June 30, 1995.
    

         Management fee revenue decreased from $4,169,694 in the year ended June
30, 1995, to $3,781,433 in the year ended June 30, 1996.  The Company leased one
long-term care facility, purchased three long-term care facilities and purchased
two assisted living/independent living facilities during the fiscal year ended
June 30, 1996, each of which it managed during the fiscal year ended June 30,
1995.  All of these facilities were owned and controlled by Messrs. Brogdon and
Lane.  The Company purchased and leased these facilities to reduce the
affiliated receivable due the Company and to increase the number of facilities
owned or leased, rather than just managed, by the Company. Included in the
Company's management fee revenue is $3,472,900 and $3,517,500 from affiliates
during the years ended June 30, 1996 and 1995, respectively.

         Due to the increased number of facilities owned or leased by the
Company, patient service revenue increased from $69,949,822 for the year ended
June 30, 1995 to $119,499,849 for the year ended June 30, 1996.  The cost of
patient services in the amount of $81,082,972 for the year ended June 30, 1996,
represents 68% of patient service revenue, as compared to $47,778,410, or 68%,
of patient service revenue during the year ended June 30, 1995.  


                                       3






<PAGE>   4
         Owning or leasing a facility is distinctly different from managing a
facility with respect to operating results and cash flows.  For an owned or
leased facility, the entire revenue/expense stream of the facility is recorded
on the Company's income statement.  In the case of a management agreement, only
the management fee is recorded.  The expenses associated with management
revenue are somewhat indirect as the infrastructure is already in place to
manage the facility.  Therefore, the profitability of managing a facility
appears more lucrative on a margin basis than that of an owned/leased facility.
However, the risk of managing a facility is that the contract generally can be
canceled on a relatively short notice, which results in loss of all revenue
attributable to the contract.  Furthermore, with an owned or leased property
the Company benefits from the increase in value of the facility as its
performance increases.  With a management contract, the owner of the facility
maintains the equity value.  From a cash flow standpoint, a management contract
is more lucrative because the Company does not have to support the ongoing
operating cash flow of the facility.

         The Company converted four managed properties to leased properties
during the fiscal year ended June 30, 1996, which resulted in an increase in
net revenues of $1 million during the fiscal year ended June 30, 1996 compared
to the fiscal year ended June 30, 1995.  The number of leased or owned
properties at year-end are presented in the table below (the table does not
included managed facilities):

<TABLE>
<CAPTION>
                   TYPE                                 FISCAL 1994           FISCAL 1995             FISCAL 1996
                   ----                                 -----------           -----------             -----------
                <S>                                     <C>                   <C>                     <C>
                Long-term care                              20                    30                      48
                Assisted living/independent living           6                     8                      18  
                                                           -----                 -----                  ------

                Total                                       26                    38                      66
</TABLE>

         For facilities that were in place for the entire year ended June 30,
1995 and June 30, 1996, revenue increased approximately $3 million, or 5%,
during the year ended June 30, 1996.  For these same facilities, average rates
increased approximately 3% while patient-days increased approximately 2%.

         During the year ended June 30, 1996, the Company had revenue from
medical supply sales of $14,542,421, an approximately $6.2 million increase
compared to fiscal year ended June 30, 1995, of which $4,717,169 was
intercompany sales which were eliminated in consolidation.  These sales reflect
the operations of Contour Medical, Inc., of which the Company acquired a
majority interest on September 30, 1994.  Because the Company acquired Contour
on September 30, 1994, only nine months of activity were recorded for fiscal
year ended June 30, 1995.  Sales for those nine months of $3,617,439 have been
annualized and recorded for the year ended June 30, 1995 and comprise $1.2
million of the $6.2 million increase in medical supplies revenue for the fiscal
year ended June 30, 1995.  Sales for the nine month period following the
Contour acquisition have been annualized so as not to distort the net increase
in revenues from the fiscal year ended June 30, 1995 to the fiscal year ended
June 30, 1996.  Moreover, Contour acquired AmeriDyne on March 1, 1996, which
contributed $3.6 million of revenue for the fiscal year ended June 30, 1996
(see Contour 6/30/96 10-K, page 16).  While AmeriDyne contributed $3.6 million
of revenue for the fiscal year ended June 30, 1996 (as set forth correctly in
Contour's 6/30/96 10-K), Contour's $4.7 million in sales should not have been
labeled intercompany because this amount was not attributable to sales to RCA.
The remaining $1.4 million increase in sales increase is attributable to the
internal growth of the business.  The change in costs of goods sold as a
percentage of sales during fiscal year ended June 30,





                                       4
<PAGE>   5
1996 versus fiscal year ended June 30, 1995 is not meaningful because the
method of recording intercompany elimination changed during the fiscal year
ended June 30, 1996.  During the fiscal year ended June 30, 1995, intercompany
sales of $4,995,346 were recorded as an elimination of medical supply revenue
and an elimination of routine and ancillary costs.  During the fiscal year
ended June 30, 1996, intercompany sales of $4,717,169 was recorded as an
elimination of medical supply revenue and an elimination of medical supply
costs of goods sold.  If fiscal year ended June 30, 1996 is treated identically
to fiscal year ended June 30, 1995, the costs of goods sold margin would be
107% of sales as compared to 87% of sales during fiscal year ended June 30,
1995.  The increase in costs of goods sold margin is primarily attributable to
the fact that sales to RCA comprised 32% of Contour's sales during fiscal year
ended June 30, 1996 (representing costs without associated revenues), while
sales to RCA comprised only 22% of Contour's sales during fiscal year ended
June 30, 1995.  The Cost of Goods Sold for the year ended June 30, 1996, was
$5,773,934.

         Lease expense increased from $5,769,232 in the year ended June 30,
1995, to $8,442,671 in the year ended June 30, 1996.  This increase is
primarily attributable to the increased numbers of facilities leased during the
year, as well as the full year effect of leased facilities that started during
the year ended June 30, 1995.  There were ten new facilities leased during the
fiscal year ended June 30, 1996.

         General and administrative expenses for the year ended June 30, 1996,
were $23,192,250, representing 17% of total revenues, as compared to
$12,769,582 representing 16% of total revenues, for the year ended June 30,
1995.

         During the year ended June 30, 1996, the Company recorded a $3,423,117
provision for bad debts.  The amount of the provision for bad debts was based
upon the aging and estimated collectibility of receivables from Medicare,
Medicaid and private payors.  During the year ended June 30, 1996, the aging of
receivables increased compared with the aging of receivables at June 30, 1995.
In addition, at June 30, 1996, a larger amount of the receivables was deemed to
be uncollectible than at June 30, 1995.  As of June 30, 1995, the estimated
allowance for bad debts was immaterial to the financial statements and was,
therefore, not recorded.  The Company's consideration of several factors
related to the current accounts receivable balance for fiscal year 1996
resulted in the Company recording a $2.7 million bad debt reserve.  The Company
considered the overall increase in patient account balances (approximately 80%)
resulting from the Company's acquisitions during fiscal year 1996, the
deterioration in the aging categories due to untimely collection practices by
individual facilities which in several cases resulted in the expiration of
allowable time periods to bill accounts, the significant rise in accounts
receivable net days, the growth in self-pay balances and the lack of timely
write-off of uncollectible accounts throughout the fiscal year.

         During the year ended June 30, 1996, the Company had $1,847,868 in
interest income and financing fees as compared to $658,215 in interest income
and financing fees for the year ended June 30, 1995.  Financing fees, which
totaled $150,000 for the year ended June 30, 1996, represent fees received by
the Company for assisting other companies to obtain financing for nursing homes
and retirement facilities.  The increase in interest income is a result of the
increased amount of advances to related parties during the current year.

         Interest expense increased from $1,179,052 in the year ended June 30,
1995, to $7,948,091 in the year ended June 30, 1996.  This increase is
primarily attributable to the increased numbers of facilities acquired by the
Company during the year, as well as the full year effect of facilities that
were acquired by the Company during the year ended June 30, 1995.

         For the year ended June 30, 1996, the Company incurred expenses for
income taxes of $1,307,091, which represents an effective tax rate of 48%, as
compared





                                       5
<PAGE>   6
to expenses for income taxes of $3,419,092, which represents an effective tax
rate of 40%, for the year ended June 30, 1995.  The increase in the effective
tax rate is mainly the result of a non-deductible tax penalty of approximately
$400,000 which was assessed during the year ended June 30, 1996.

         The net income of $1,746,808 for the year ended June 30, 1996, is less
than the net income of $5,058,503 for the year ended June 30, 1995, due to the
provision of an additional allowance for bad debts and increased interest
expense because of the larger number of facilities acquired during the most
recent fiscal year.

         Most of the revenue from the management services division of the
Company's business is received pursuant to management agreements with entities
controlled by Messrs. Brogdon and Lane, two of the Company's officers and
directors.  These management agreements have three to five year terms; however,
they are all subject to termination on 60 days notice, with or without cause, by
either the Company or the owners.  Therefore, Messrs. Brogdon and Lane have full
control over whether or not these management agreements, and thus the management
services revenue, continue in the future.  These fees represent 2.82% and 5.24%
of total revenues of the Company for the years ended June 30, 1996 and 1995,
respectively.

YEAR ENDED JUNE 30, 1995 COMPARED TO YEAR ENDED JUNE 30, 1994

         The Company's total revenues for the year ended June 30, 1995, were
$79,616,053 compared to $37,971,052 for the year ended June 30, 1994.

         Management fees increased from $3,292,949 in the year ended June 30,
1994, to $4,169,694 in the year ended June 30, 1995, due to the increased
number of facilities which the Company manages as well as the renegotiation of
management agreements resulting in higher management fees.  Included in the
Company's management fee revenue is $3,517,500 and $3,034,445 from affiliates
during the years ended June 30, 1995 and 1994, respectively.

         Due to the increased number of facilities owned or leased by the
Company, patient service revenue increased from $34,340,394 for the year ended
June 30, 1994, to $69,949,822 for the year ended June 30, 1995.  The cost of
patient services in the amount of $47,778,410 for the year ended June 30, 1995,
represented 68% of patient service revenue, as compared to $23,088,387, or 67%
of patient service revenue during the year ended June 30, 1994.

         During the year ended June 30, 1995, the Company had revenue from
medical supply sales of $3,617,439.  These sales reflect the operations of
Contour Medical, Inc., of which the Company acquired a 63% interest on
September 30, 1994.  As a result, these sales only reflect nine months of
operations.  The cost of goods sold for the year ended June 30, 1995, was
$3,153,430, or 87% of medical supply sales.

         Lease expense increased from $3,714,105 in the year ended June 30,
1994, to $5,769,232 in the year ended June 30, 1995.  This increase is
primarily attributed to the increased number of facilities leased during the
year, as well as the full year effect of leased facilities that started during
the year ended June 30, 1994.  There were six new facilities leased during the
fiscal year ended June 30, 1995.

         General and administrative expenses for the year ended June 30, 1995,
were $12,769,582 representing 16% of total revenues, as compared to $5,953,793
representing 16% of total revenues, for the year ended June 30, 1994.

         During the year ended June 30, 1995, the Company had $658,215 in
interest income and financing fees.  The Company had no similar revenue during
the year ended June 30, 1994.





                                       6

<PAGE>   7
         Interest expense increased from $232,365 in the year ended June 30,
1994, to $1,179,052 in the year ended June 30, 1995.  This increase is
primarily attributed to the increased numbers of facilities acquired by the
Company during the year, as well as the full year effect of facilities that
were acquired by the Company during the year ended June 30, 1994.

         For the year ended June 30, 1995, the Company incurred expenses for
income taxes of $3,419,092 which represents an effective tax rate of 40% as
compared to expenses for income taxes of $1,827,483 which represents an
effective tax rate of 39% for the year ended June 30, 1994.

         The net income of $5,058,503 for the year ended June 30, 1995, is
higher than the net income of $2,917,642 for the year ended June 30, 1994, due
to the increased number of facilities operated and managed during 1995.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 1996, the Company had a deficit of $1,496,160 in working 
capital compared to a surplus of $2,925,302 at June 30, 1995. 


         During the year ended June 30, 1996, cash provided by operating
activities was $5,549,626 as compared to $4,208,048 for the year ended June 30,
1995.  The $1,341,578 increase was primarily due to net income of $1,746,808
for the year ended June 30, 1996, depreciation and amortization of $3,406,986
on the facilities, provisions for bad debts of $3,423,117 on accounts
receivable and increases in accounts payable and accrued expenses of $9,964,620
due to the addition of twenty eight facilities for the year ended June 30,
1996.  Cash used in operating activities was primarily due to the increase in
accounts receivable of $10,672,485 due to the addition of twenty eight
facilities for the year ended June 30, 1996 and increases in inventories of
$2,245,194 on the nursing facilities and Contour.

         Cash used in investing activities during the year ended June 30, 1996,
was $44,981,326.  The expenditures primarily related to purchases of property
and equipment of $12,490,298 and acquisitions of facilities of $21,938,513.  On
December 15, 1995, the Company obtained both a sole general and a limited
partnership interest, totaling 74.25% interest, in Encore Partners, L.P. in
exchange for a capital contribution to Encore of $3.5 million.  Encore owns
three assisted living/independent living and two long-term care facilities.
The acquisition was accounted under the purchase method of accounting. Profits
and losses of Encore are allocated 74.25% to the Company and 25.75% to other
partners.  Available cash, if any, is distributed 74.25% to the Company and
25.75% to the other partners.  On February 27, 1996, the Company purchased a
thirty six unit assisted living/independent living facility from individuals
who are officers and directors of the Company.  The purchase price was
$2,000,000 and was financed with $400,000 from the Company and a $1,600,000
mortgage loan from an unrelated third-party real estate investment trust.  The
Company issued notes receivable and advances of $8,935,677 to Gordon Jensen
Health Care Association, Inc., Winter Haven Homes, Inc., Southeastern Cottages,
Inc., National Assistance Bureau, Inc., Chamber Health Care Society, Inc., and
Senior Care, Inc. all owned or controlled by individuals who are officers and
directors of the Company  The notes receivable bore interest at 12% and were
paid in full in 1997.  The advances were due on demand and were paid in full in
1997.  The Company funded an additional $4,720,047 in restricted bond funds
used for debt service reserve requirements, semi-annual principal and interest
payments and project funds for facilities under construction or renovation.
Cash provided by investment activities was primarily the repayment of a
$2,200,000 note receivable from an unrelated third-party.

         Cash provided by financing activities during the year ended June 30,
1996, totaled $34,269,880.  Sources of cash included proceeds of $9,300,000
from the issuance of 1,000,000 shares of $10.00 Series E Convertible Preferred
Stock which were sold in an offering to foreign investors in April, 1996.
Holders of the Series E Preferred Stock have no voting rights except as
required by law, and have a liquidation preference of $10.00 per share plus 4%
per annum from the date of issuance.  The shares of Series E Preferred Stock
are convertible into shares of common stock at a conversion price of $11.55 or
85% of the average closing bid price for the five trading days prior to the
date of conversion, whichever is lower (but no lower than $5.00).  At the time
of conversion, the holder is also entitled to additional shares equal to $10.00
per share of Series E Preferred Stock multiplied by 8% annum from the date of
issuance divided by the applicable conversion price.  Sources of cash also
included proceeds from stock options and warrants exercised of $559,593, and
proceeds from long-term debt and lines of credit of $35,329,244.  The Company's
net borrowing from lines of credit was $3,556,535, with interest rates ranging
from prime plus .25% to prime plus 1.25%. Available borrowings at June 30, 1996
was $5,075,000.  The Company incurred long-term debt of approximately $31
million, due through 2025, with interest rates ranging from 6.75% to 11.28%.
In connection with bond indentures, the Company is required to meet certain
covenants, including monthly sinking fund deposits, adequate balances in debt
service reserve funds, timely payment of tax obligations and adequate
insurance coverage.  At June 30, 1996, the Company was in violation of


                                       7


<PAGE>   8
several of these covenants creating a technical default on approximately $14
million of bond indentures.  These violations included the failure to make
monthly payments to bond sinking funds for certain of these facilities and
inadequate debt service reserves for certain of these facilities.  The Company
is also delinquent with regard to approximately $800,000 of property taxes at
several facilities.  The trustees have not called the bonds in the past for
these violations and management does not forsee the bonds being called at this
time.  All semi-annual interest and principal payments have been made in a
timely fashion.  Cash used in financing activities primarily consisted of
$9,443,626 in payments of long-term debt, $600,000 in redemption of Series AA
Preferred Stock, $274,040 in purchases of treasury stock, and $270,000 for
dividends on preferred stock.

         During the year ended June 30, 1995, cash provided by operating
activities was $4,208,048 as compared to $1,523,311 for the year ended June 30,
1994.  The $2,684,737 increase was primarily due to the increased net income for
the year ended June 30, 1995.

         Cash used in investing activities during the year ended June 30, 1995,
was $(10,644,726).  The expenditures primarily related to purchases of
property and equipment of $6,079,610, purchases of bonds receivable of
$4,487,936, increases in investments and advances to The Atrium Ltd. of
$2,985,833 and advances to affiliates of $1,742,147 due to capital expenditures
and working capital deficits





                                       8
<PAGE>   9
of the affiliates.  These were partially offset by the proceeds from a
sale-leaseback transaction of $4,500,000.

         At June 30, 1995, advances to affiliates had increased to $7,328,222
from $5,605,250 at June 30, 1994, due to additional capital expenditures and
working capital deficits of the affiliates.

         Cash provided by financing activities during the year ended June 30,
1995, totalled $10,683,801.  Sources of cash included capital investment by
minority shareholders of a subsidiary of $1,729,469, net borrowings under lines
of credit of $1,745,316 and proceeds from long-term debt of $9,564,670.  Cash
used in financing activities primarily consisted of $2,130,654 in payments of
long-term debt and $225,000 for dividends on preferred stock.

         Management's objective is to acquire only those facilities it believes
will be able to generate sufficient revenue to pay all operating costs,
management fees, lease payments or debt service, and still return a 3% to 4%
cash flow.  Management believes that the Company's cash flow from operations,
together with lines of credit and the sale of securities described below, will
be sufficient to meet the Company's liquidity needs for the current year.

         The Company maintains various lines of credit with interest rates
ranging from prime plus .25% to prime plus 1.25%.  At June 30, 1996, the
Company had approximately $1,500,000 in unused credit available under such
lines.

         Subsequent to year end, the Company raised approximately $9,340,000 
in net proceeds from the sale of the Series F convertible preferred stock
in a private offering to foreign investors.  The proceeds of this offering are
being used for working capital purposes.

         On September 30, 1994, the Company purchased a majority of the stock of
Contour Medical, Inc. in exchange for shares of the Company's common stock and
Series A redeemable convertible preferred stock.  The Company is obligated to
redeem the preferred stock issued in the transaction over the five years for
$3,000,000 in cash.  $600,000 was paid on September 30, 1996 pursuant to this
obligation. Management intends to fund these redemptions from cash flow
generated from operations.

         The Company believes that its long-term liquidity needs will generally
be met by income from operations.  If necessary, the Company believes that it
can obtain an extension of its current line of credit and/or other lines of
credit from commercial sources.  Except as described above, the Company is not
aware of any trends, demands, commitments or understandings that would impact
its liquidity.

         The Company intends to use long-term debt financing in connection with
the purchase of additional assisted living/independent living and long-term care
facilities on terms which can be paid out of the cash flow generated by the
property.

         The Company intends to continue to lease or purchase additional
assisted living/independent living and/or long-term care facilities in the
future.

IMPACT OF INFLATION AND PENDING FEDERAL HEALTH CARE LEGISLATION

         Management does not expect inflation to have a material impact on the
Company's revenues or income in the foreseeable future so long as inflation
remains below the 9% level.  The Company's business is labor intensive and
wages and other labor costs are sensitive to inflation.  Management believes
that any increases in labor costs in its management services segment can be
offset over the long term by increasing the management fees.  With respect to
the operations segment, approximately 52% of the Company's net patient service
revenue is received from state Medicaid programs.  The two states which make
Medicaid payments to the Company have inflation factors built into the rates
which they





                                       9
<PAGE>   10
will pay.  Georgia's inflation factor is nine percent and Tennessee's inflation
is eleven percent.  Therefore, increases in operating costs due to inflation
should be covered by increased Medicaid reimbursements.

         Management is uncertain what the final impact will be of pending
federal health care reform packages since the legislation has not been
finalized.  However, based on information which has been released to the public
thus far, Management doesn't believe that there will be cuts in reimbursements
paid to nursing homes.

         Legislative and regulatory action, at the state and federal level, has
resulted in continuing changes in the Medicare and Medicaid reimbursement
programs.  The changes have limited payment increases under these programs.
Also, the timing of payments made under the Medicare and Medicaid programs are
subject to regulatory action and governmental budgetary constraints.  Within
the statutory framework of the Medicare and Medicaid  programs, there are
substantial areas subject to administrative rulings and interpretations which
may further affect payments made under these programs.  Further, the federal
and state governments may reduce the funds available under those programs in
the future or require more stringent utilization and quality review of health
care facilities.

ACCOUNTING PRONOUNCEMENT

         The Financial Accounting Standard Board has adopted Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" (SFAS No. 115).  The Company has adopted this
standard in fiscal 1995.  In management's opinion, adopting SFAS No. 115 did
not materially affect the Company's financial statements for the year ended
June 30, 1995.




                                       10

<PAGE>   11
                                  SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunto duly authorized.

                                     RETIREMENT CARE ASSOCIATES, INC.

   
Dated: May 21, 1998                     By: /s/ Darrell C. Tucker
                                        -------------------------------
                                          Darrell C. Tucker, Treasurer