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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

         (Mark One)

         |X|    Annual report under Section 13 or 15(d) of the Securities
                Exchange Act of 1934

                      For the fiscal year ended March 31, 2000

         [ ]    Transition report under Section 13 or 15(d) of the Securities
                Exchange Act of 1934

                      For transition period from ___________ to ___________

                           Commission file No. 0-17292

                                ACCUHEALTH, INC.
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                     (Exact name of registrant as specified)

               NEW YORK                                   13-3176233
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     (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)

               RIDGE HILL, YONKERS, NEW YORK                    10710
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          (Address of principal executive offices)            (Zip Code)

       Registrant's telephone number, including area code: (914-964-6700)

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

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

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                     --------------------------------------
                                (Title of class)

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

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

        As of June 29, 2000, the aggregate market value of the Common Stock held
by non-affiliates of the registrant was approximately $644,892.

        As of June 29, 2000, THERE WERE 4,960,705 SHARES OF THE COMMON STOCK
OUTSTANDING.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         Accuhealth, Inc. (the "Company") is one of the largest integrated
providers of home health care services in the New York, New Jersey and
Connecticut area. Together with its wholly owned subsidiaries, the Company
provides home health care services, including administration of an array of
infusion therapies and sales of oral medications) and related supplies and home
nursing. The Company has two offices in one state at June 30, 2000. The Company
was incorporated in the State of New York on August 25, 1983. Effective August
20, 1990, the present name, Accuhealth, Inc., was adopted pursuant to an
amendment to the Company's Certificate of Incorporation. The Company's principal
offices are located at Ridge Hill, Yonkers, New York 10710, and its telephone
number is (914) 964-6700. Unless the context otherwise requires, references
herein to the "Company" include Accuhealth, Inc. and all of its wholly owned
subsidiaries.

         On July 1, 1997, the Company consummated its acquisition of
ProHealthCare Infusion Services, Inc. ("PHCIS") pursuant to an agreement and
plan of merger, dated as of March 14, 1997, by and among the Company, ACH
Acquiring Corp., a New Jersey corporation and a subsidiary of the Company,
PHCIS, ProHealthCare, Inc., a Delaware corporation and the parent of PHCIS,
Thomas Laurita and David Brian Cohen (the "PHCIS Merger Agreement"). The Company
has determined that the initial merger consideration of 300,000 shares of
Company's Common Stock will be decreased by 59,386 shares of Company Common
Stock pursuant to certain merger consideration adjustment provisions of the
PHCIS Merger Agreement. The acquisition has been accounted for by the purchase
method of accounting. PHCIS, based in Springfield, New Jersey, specializes in
caring for complex HIV/AIDS patients and those suffering from cancer. PHCIS also
has a strong disease management capability in treating patients suffering from
congestive heart failure and cardiomyopathy.

         During the fiscal year ended March 31, 1999, management determined that
the goodwill resulting from the PHCIS acquisition and Americare (a subsidiary of
Healix) was impaired and warranted write off of the remaining balance. The
impairment resulted from a severe decline in revenue, primarily caused by the
filing for liquidation of HIP of New Jersey in February 1999.

         On December 1, 1997, the Company and Healix Healthcare, Inc. ("Healix")
entered into an agreement and plan of merger (the "Merger Agreement") which
provided for the merger of Healix with and into the Company (the "Merger"), with
the Company being the surviving corporation. The Merger was consummated on April
9, 1998. In accordance with the Healix Merger Agreement, the shareholders of
Healix received .740721 shares of the Company's common stock for each share of
Healix common stock in a tax free exchange, with an aggregate of 1,488,850
shares of the Company's common stock issued in exchange for all of the issued
and outstanding common shares of Healix. The merger resulted in Healix becoming
a wholly owned subsidiary of Accuhealth, Inc. and was accounted for as a pooling
of interests.

         Healix, together with its wholly owned subsidiaries, provides a full
range of healthcare services to the alternate site including infusion therapy,
home medical equipment, renal dialysis, skilled nursing and home health
services. Healix is accredited by the JCAHO of Healthcare Organizations
("JCAHO") and operates throughout New York and New Jersey.

         During the year ended March 31, 2000 the Company's sales mix continued
to shift from the higher margin businesses to the lower margin oral medication
business. Moreover, pricing pressures further reduced the traditional higher
margin business. The Company expects that more emphasis will be placed on
increasing the infusion therapy and home nursing services.

         On May 24, 2000 the Company signed an Asset Purchase Agreement to sell
its Durable Medical Equipment Business consisting of inventory and the customer
base for approximately $800. Under the terms of the agreement, the Company will
receive approximately $338 in cash (including a $98 non-refundable deposit),
$425 in notes and the purchaser will assume lease obligations of approximately
$87. The sale is subject to transferring the assets free of all liens; and,
accordingly, the Company is in process of negotiating the release of the liens.
The Company has until September 24, 2000 to obtain releases or the sale will be
terminated. During this time, the purchaser is operating the business under an
interim management agreement and is responsible for all expenses in connection
with such operation.

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         The Company's overhead has been reduced by consolidating two operations
into one, significantly reduced personnel costs, finalized payment arrangements
with its largest trade creditor (see Note 6), eliminated non profitable business
lines and ceased business with two managed care companies. The aforementioned is
expected to enhance working capital. Further, significant collection efforts
have been initiated, including engaging collection consultants and commencing
several lawsuits. Management continues to negotiate better terms and financing
from vendors and reducing corporate expenses. The Company is also attempting to
secure additional capital from venture capitalists seeking to merge several
heath care related companies. Also, negotiations are in process with several
trade vendors to convert the amounts owed them to long term notes. No assurance
can be made that the management will be successful in achieving its plan. The
continuation of the Company as a going concern is dependent upon the success of
future financing and generating sufficient revenue.

         The Company believes its ability to offer a broad range of integrated
home nursing, respiratory therapy, oral medications, and infusion therapy
throughout its market creates an important competitive advantage in obtaining
patient referrals. Managed care organizations and other referral sources
generally favor home health care providers that offer integrated health care
services.

INDUSTRY OVERVIEW

Home health care is among the fastest growing segments of the health care
industry with estimated annual expenditures of 36.1 billion in 1995, up from an
estimated $12.9 billion in 1990, representing a compounded annual growth rate of
approximately 23%. The underlying growth factors in the home health care
industry include: (i) the cost-effective nature of home health care; (ii) an
increasing number of patients due to growth in the elderly population; (iii)
technological advances that expand the range of home health care procedures; and
(iv) patient preference for treatment in the home.

The home health care industry is highly fragmented with more than 18,500
providers delivering home health care services in the United States. Many of
these companies are local providers that offer a limited scope of services in a
defined geographical area and lack the capital necessary to substantially expand
their operations. Managed care organizations and cost containment initiatives by
payors have driven the growth of home health care by emphasizing lower cost
alternatives to hospitals and skilled nursing facilities. These organizations
and payors seek coordinated, consistent quality home health care across broad
geographic areas in order to serve their patients more effectively.

BUSINESS STRATEGY

Accuhealth's business objective is to enhance its position as one of the leading
integrated providers of comprehensive home health care services in New York,
Connecticut and New Jersey. Elements of the Company's strategy include:

         PROVIDE ONE-STOP SHOP FOR HOME HEALTH CARE SERVICES. Accuhealth
provides payors, physicians and patients with fully integrated one-stop shop
home health care services. The integration of comprehensive home health care
services enhances the Company's appeal to manage care organizations and other
referral sources that increasingly prefer single-source providers of home health
care. The Company believes that full integration of services enables it to
provide highly coordinated patient care and enable it to increase revenues and
profitability by providing multiple services to an individual patient referral.

         FOCUS ON MANAGED CARE RELATIONSHIPS. The Company has intensified its
managed care marketing efforts in order to take advantage of the increased
market penetration of managed care organizations in the home health care market.
The Company is the sole or principal provider for a number of large managed care
plans, and the Company believes that its broad product offering, quality of
service and regional focus contribute to the Company's competitive advantage.

         EXPAND THE MANAGEMENT SERVICES THE COMPANY PROVIDES ITS REFERRAL
SOURCES. The Company seeks to expand the services it currently provides to the
sources of its patient referrals to include the full range of patient care
coordination and the management of the network of providers used to service the
patient. As a cornerstone of this service strategy, the Company is implementing
enhanced financial and clinical management information systems. The Company

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believes that these systems could improve profitability by efficiently servicing
increased volumes of managed care referrals, increase productivity gains, reduce
costs and provide outcomes data to payors.

SERVICES AND PRODUCTS

HOME INFUSION THERAPY. The Company offers comprehensive home infusion therapies.
Home infusion therapy involves the administration of nutrients, antibiotics and
other medications intravenously (into the vein), subcutaneously (under the
skin), intramuscularly (into the muscle), intrathecally or epidurally (via
spinal routes), or through feeding tubes into the digestive tract. Infusion
therapy often begins during hospitalization of a patient and continues in the
home. New patients are instructed in the administration of infusion therapy and
related services by a registered nurse who provides the patient's first home
treatment and continuing supervision of care. The Company's principal infusion
therapies follow:

         ANTIBIOTIC THERAPY is the infusion of antibiotic medications into a
patient's bloodstream to treat a variety of infections and diseases.

         ENTERAL NUTRITION is the infusion of essential nutrients through a
feeding tube, and is necessary for patients who are unable to orally ingest
adequate nutrients.

         TOTAL PARENTERAL NUTRITION is the infusion of a nutrient solution to
restore and maintain electrolyte balance and nutritional function.

         PAIN MANAGEMENT is provided to patients experiencing acute pain as a
result of traumatic injury, surgical procedures or other medical disorders. The
Company provides a comprehensive approach to pain management that includes a
thorough knowledge of available agents, routes of administration and appropriate
dosage levels as directed.

         CHEMOTHERAPY is provided in the home or in other locations and allows
patients with cancer an alternative to frequent and expensive hospital stays.

         PENTAMIDINE is an agent used specifically in the treatment of patients
with AIDS who have experienced one or more of pneumocystis carinii pneumonia.

HOME NURSING. The Company provides a wide range of nursing services to
individuals with acute illness, long-term chronic conditions, permanent
disabilities, terminal illness or post-procedural needs. Primary care or
specialty physicians and managed care case managers typically refer patients to
the Company. After reviewing the patient's medical records and treatment plan, a
nurse, therapist or home health aide, where appropriate, provides care to the
patient in the home. The plan of care may require a few visits over a short
period of time or many visits over several years. The Company provides the
following home nursing services.

         GENERAL NURSING care is the periodic assessment of the appropriateness
         of home health care, the performance of clinical procedures, and
         instruction of the patient and the family or other caregiver regarding
         proper treatments. Registered nurses or licensed practical nurses
         provide such care. Patients receiving such care typically include
         stabilized postoperative patients, patients who are acutely ill but who
         do not require hospitalization, and patients who are chronically or
         terminally ill.

         SPECIALTY NURSING care is the provision of specialized nursing services
         such as geriatric, pediatric or neonatal nursing. Nurses provide such
         care with the appropriate experience or certification in such
         specialty. Specialty nursing care also involves the instruction of the
         patient and the family or other caregiver in the self-administration of
         certain procedures, such as wound care and infection control, emergency
         procedures and the proper handling and usage of medication, medical
         supplies and equipment.

         THERAPY SERVICES consist of rehabilitation therapies such as physical,
         occupational and speech therapy to patients recovering from strokes,
         trauma or certain surgeries, services for high risk pregnancies,
         postpartum care, AIDS therapy, various medical social services, and
         case management services to insurance companies and self-insured
         employers.

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         HOME HEALTH AIDE CARE is the provision of personal care services and
         assistance with activities of daily living such as personal hygiene and
         meal preparation. The Company's home health aides must pass certain
         competency tests and are supervised by a registered nurse.

         PRIMARY HOME HEALTH CARE is provided by the Company through state
         administered programs that pay for unskilled homemaker services to the
         elderly or the disabled, as ordered by a physician. A registered nurse
         makes the initial assessment and assigns a homemaker to provide
         housekeeping, shopping and limited personal care.

RESPIRATORY THERAPY/MEDICAL EQUIPMENT. The Company provides a wide variety of
home respiratory, monitoring and medical equipment. Respiratory therapists
provide care to the patient according to the physician-directed plan of care and
educate the patient and the family or other care giver regarding treatment
requirements, use of equipment and self-care. The Company rents, sells and
services respiratory equipment for patient use in the home and supplies patients
with aerosol medications for use in respiratory therapy treatments. The
Company's principal respiratory services include:

         OXYGEN SYSTEMS THAT ASSIST PATIENTS WITH BREATHING. The Company
         provides three types of oxygen systems: (i) oxygen concentrators, which
         are stationary units that filter ordinary air in order to provide a
         continuous flow of oxygen and are generally the most cost effective
         supply of oxygen for patients who require a continuous flow of
         supplemental oxygen; (ii) liquid oxygen systems, which are containers
         used for patients who require a continuous high flow of supplemental
         oxygen; and (iii) high pressure oxygen cylinders, which provide an
         ambulatory patient with the ability to obtain supplemental oxygen
         outside of the home.

         NEBULIZERS that deliver aerosol medications that are inhaled directly
         by the patients. Nebulizers are used to treat patients with asthma,
         chronic obstructive pulmonary disease, cystic fibrosis and
         neurologically related respiratory problems, and patients with AIDS.

         HOME VENTILATORS that mechanically sustain a patient's respiratory
         function in cases of severe respiratory failure.

         CONTINUOUS POSITIVE AIRWAY PRESSURE therapy that forces air through
         respiratory passageways during sleep. This treatment is provided to
         adults with sleep apnea, a condition in which a patient's normal
         breathing patterns are disturbed during sleep. Monitoring services are
         usually provided with this therapy.

         DURABLE MEDICAL EQUIPMENT. The DME services were sold on May 24, 2000
along with the inventory and assumption of leases on equipment used to generate
DME revenues. ( See Note 16 to the financial statements).

         OTHER THERAPIES. Other therapies provided by the Company currently
represent a small percentage of its business. These therapies are dobutamine
therapy, blood components, IV gamma globulin, hydration therapy, tocolytic
therapy and aerosol pentamidine.

         The Company also provides comprehensive pharmacy services to large
institutional pharmacy clients including sub-acute and long term care
facilities. These engagements typically involve the Company's managing and
operating the pharmacy under contract with the institution and providing the
drugs, medication, biologicals and supplies the patients require.

SALES AND MARKETING

         The Company promotes its home health care products and services via
contacts with physicians whose patients use these products and services,
hospital discharge planners, social workers and hospital nurses who work with
patients requiring these products and services. The Company also works closely
with nursing services and agencies that provide home care to patients. The
Company also markets its products and services to insurance companies, Health

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Maintenance Organizations ("HMO's"), Preferred Provider Organizations ("PPO's")
and case management companies. Marketing efforts emphasize the quality of the
Company's services, cost containment and technological excellence offered by the
Company. In addition, the Company participates in clinics run by New York City
hospitals.

         Because the Company can provide oral medications to its home health
care customers, the Company promotes itself as a "one-stop shop" for infusion
therapy and pharmaceuticals. The Company stocks pharmaceuticals not widely used
by the general population to meet the needs of critically ill patients.

         The Company has made special efforts to meet the needs of persons
afflicted with AIDS. The Company has special instructions to employees who visit
the homes of persons afflicted with AIDS and other communicable diseases. The
Company also markets to certain freestanding AIDS-specific rehabilitation
centers and hospitals. The Company provided products and services to patients in
two such facilities, both of which have or will be terminating their contracts
with the Company.

         The Company believes that its ability to provide a full range of
services to clients in all of its market is a significant advantage in
developing relationships with managed care organizations. In addition, the
Company works with managed care organizations to meet their specialized demands
for services, pricing, billing and other matters.

QUALITY ASSURANCE

The Company believes that quality of service is critical to its ability to
obtain referrals and increase revenues and profitability. To assure the delivery
of high-quality patient care, and to assure the overall quality of service, the
Company has a quality improvement program designed to integrate and assess the
quality improvement activities and processes across all services. The
cornerstone of this quality improvement program is the company's internal
compliance and quality improvement programs. These programs are designed to
routinely measure compliance with federal and state regulations, JCAHO
standards, and the Company's standards of care and practice. The survey process
includes review of clinical and billing documentation, interviews of clinical
personnel and observations of home visits performed by Company staff. Other
quality assurance initiatives include measuring customer satisfaction, reporting
adverse medical incidents monitoring risk management, and ensuring a safe and
appropriate working environment.

The Company is accredited by JCAHO and believes that managed care and other
third-party payors generally prefer this accreditation.

HUMAN RESOURCE MANAGEMENT

The Company continuously recruits, screens, trains and offers benefits and other
programs in an effort to attract and retain its personnel. Recruiting is
conducted primarily through advertising, personnel agencies, direct contact with
community groups and the use of bonuses.

The Company provides orientation and training to new employees and continuing
education for existing employees. The Company routinely develops and distributes
quality improvement in-service materials, manuals, and forms to its nurses and
has implemented an internal system of employee recognition and rewards. In
addition, skilled nurses are initially assigned to a nurse preceptor until the
Company believes that these new nurses have acquired a sufficient degree of home
health care knowledge and experience. The Company also has implemented an
infusion therapy verification program for skilled nurses.

The retention of qualified employees is a high priority for the Company. As of
March 31, 2000, the Company employed 128 individuals. Management believes that
the Company's employee relations are good. None of the Company's employees are
represented by a labor union or other collective bargaining organization.

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REIMBURSEMENT FROM THIRD-PARTY PAYORS

The Company accepts assignment of Medicare claims, as well as claims with
respect to other third-party payors, on behalf of its patients whenever the
reimbursement coverage is adequate to ensure payment of the patient's
obligations. The Company processes its customers' claims, accepts payment at
prevailing and allowable rates and assumes the risks of delay for improperly
billed services or non-payment for services which are determined by the
third-party payor as being medically unnecessary. Although no assurance can be
given that a significant number of future requests for reimbursement will not be
denied, the Company's policies, procedures and prices are intended to minimize
this risk.

The Company works closely with the patients it serves to properly document and
file claims for timely and direct reimbursement from third party payors and
governmental agencies. Generally, the Company contacts third-party payors prior
to the commencement of services or delivery of product in order to determine the
patient's coverage and the percentage of costs that the payor will reimburse.
The Company's reimbursement specialists carefully review such issues as lifetime
limits, pre-existing condition clauses, the availability of special state
programs and other reimbursement-related issues. The Company will often
negotiate with the third-party payor on the patient's behalf to help ensure that
coverage is available. In addition, the Company typically obtains an assignment
of benefits from the patient that enables the Company to file claims for its
services with the third-party payors. As a result, third-party payors pay the
Company directly for the reimbursable amounts of its charges. Once reimbursement
processing for a patient has been established by a third-party payor, claims
processing and reimbursement tend to become routine, subject to continued
patient eligibility and other coverage limitations.

Like other health care companies, the Company's revenues and profitability are
adversely affected by the continuing efforts of third-party payors to contain or
reduce the costs of health care by lowering reimbursement rates, increasing case
management review of bills for services and negotiating reduced contract
pricing. Home health care, which is generally less costly to third-party payors
than hospital-based care, has benefited from such cost containment objectives.
However, as expenditures in the home health care market continue to grow,
initiatives aimed at reducing costs of health care delivery at non-hospital
sites are increasing.

COMPETITION

The home infusion therapy market is highly competitive and the Company
anticipates that competition will intensify. There are many small local
providers, some of whom do not offer the variety of therapies provided by the
Company. There are also several large regional or national companies that offer
more therapies than the Company. The primary competitive factors are quality of
care, including responsiveness of service and quality of professional personnel;
ability to establish and maintain relationships with referring physicians,
hospitals, health maintenance organizations, clinics and nursing services; price
and breadth of infusion therapies offered; general reputation with physicians,
other referral sources and potential patients and the ability to function as a
"one-stop shop."

The DME business is also very competitive. The Company competes with national,
regional and local specialty suppliers of medical equipment, chain drugstores
and local independent drugstores. Competitive factors in DME markets generally
track those stated above. This business was sold on May 24, 2000, see Note 16 to
financial statements.

Many of the Company's competitors have greater name recognition, broader
geographic markets and substantially greater marketing, financial and
administrative resources than the Company. Some of the larger existing and
future competitors can be expected to expand the varieties of therapies offered.

JCAHO ACCREDITATION

The Company is accredited by JCAHO. Accreditation by JCAHO has become a
prerequisite for contracts from many hospices and hospitals, certified home
health agencies, insurance companies, HMO's and PPO's.

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INSURANCE

Physicians, hospitals and other participants in the health care market are
routinely subject to lawsuits alleging malpractice, product liability or related
legal theories, many of which involve large claims and significant defense
costs. The Company has not experienced difficulty in obtaining insurance in the
past, and management believes that the Company's insurance coverage is
reasonable given its claims history.

The Company believes that the insurance that it maintains, in relationship to
the size of its business, is customary in the home healthcare industry. However,
there can be no assurance that any such insurance will be adequate to cover the
Company's liabilities.

CUSTOMERS

During the years ended March 31, 2000, 1999 and 1998, services provided to
Rivington House accounted for 15%, 14% and 15%, respectively, of the Company's
net sales for that year. Effective as of August 11, 2000 the contract with
Rivington House has been terminated.

SUPPLIERS

The Company does not depend upon a limited number of suppliers for the conduct
of its continuing business and generally has second sources for all of the
materials and products used in its business. The Company purchases drugs,
solutions, medical equipment and other materials and leases certain equipment in
connection with the Company's business from many suppliers and distributors. The
Company is not currently experiencing any material difficulty in purchasing or
leasing the required products, supplies and equipment used in its business. Due
to the Company's lack of sufficient cash flow there have been instances whereby
existing vendors refused to ship product until payment toward older balances
were resolved. During Fiscal 2000 and 1999, the Company was unable to service
certain patients due to the limited supply of a particular drug. Sources for the
drug continue to be limited, and, accordingly, our ability to service these
patients is indeterminable.

In the event that existing suppliers or distributors are unable to or should
fail to deliver products, supplies and equipment to the Company, management
believes that alternate sources are available to adequately meet its needs, but
at the risk of higher prices.

REGULATION

The Company's business is subject to extensive and increasing regulation by
federal, state and local government. The Federal agencies which regulate aspects
of the Company's business include the Department of Health and Human Services,
Healthcare Finance Administration, the Office of the Inspector General, the Food
and Drug Administration, the Department of Labor, the Drug Enforcement Agency,
and the Occupational Safety and Health Administration. In most states, home
health care providers are regulated by the state department of health and board
of pharmacy.

The Company is subject to federal laws regulating the repackaging and dispensing
of drugs and regulating interstate motor-carrier transportation and state laws
regulating pharmacies, nursing services and certain types of home health agency
activities. Under state laws, the Company's offices must be licensed prior to
commencing business and must renew their licenses periodically. In addition,
certain of the Company's employees are subject to state laws and regulations
governing the professional practice of respiratory therapy, pharmacy and
nursing. Failure to comply with regulatory laws could expose the Company to
criminal and civil penalties, and jeopardize the licensure of one or more of its
home health care agencies, or their participation in the Medicare, Medicaid and
other reimbursement programs.

As a provider of services under the Medicare and Medicaid programs, the Company
is subject to the various "anti-fraud and abuse" laws, including the federal
health care programs anti-kickback statute. This law prohibits any offer,
payment, solicitation or receipt of any form of remuneration to induce the
referral of business reimbursable under a federal health care program or in

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return for the purchase, lease, order, arranging for, or recommendation of items
or services covered by any such program. Federal health care programs are
defined as any health care plans or programs that are funded by the United
States (other than certain federal employee health insurance benefits) and
certain state health care programs that receive federal funds under various
programs, such as Medicaid. A related law forbids the offer or transfer of any
item or service for less than fair market value, or certain waivers of
co-payment obligations, to a beneficiary of Medicare or a state health care
program that is likely to influence the beneficiary's selection of healthcare
providers. Violations of the anti-fraud and abuse laws can result in the
imposition of substantial civil and criminal penalties and, potentially,
exclusion from furnishing services under any federal health care programs. In
addition, the states in which the Company operates generally have laws that
prohibit certain direct or indirect payments or fee-splitting arrangements
between health care providers where they are designed to obtain the referral of
patients to a particular provider.

Congress adopted legislation in 1989, known as the "Stark" Law, that generally
prohibits a physician ordering clinical laboratory services for a Medicare
beneficiary where the entity providing that service has a financial relationship
(including direct or indirect ownership or compensation relationships) with the
physician (or a member of his immediate family), and prohibits such entity from
billing for or receiving reimbursement for such services, unless a specified
exemption is available. Additional legislation became effective as of January 1,
1993 known as "Stark II" that extends the Stark Law prohibitions to services
under state Medicaid programs, and beyond clinical laboratory services to all
"designated health services", including home health services, durable medical
equipment and supplies, outpatient prescription drugs, and parenteral and
enteral nutrients, equipment, and supplies. Violators who are compensated by the
Company are prohibited from making referrals to the Company, and the Company
will be prohibited from seeking reimbursement for services rendered to such
patients unless an exception applies. Several of the states in which the Company
conducts business have also enacted statutes similar in scope and purpose to the
federal fraud and abuse laws and the Stark Laws.

         On January 9, 1998, HCFA issued proposed Stark II regulations. Final
regulations have not yet been issued and there can be no assurance that the
final Stark II regulations will not adopt a position which may adversely impact
the manner in which the Company currently operates its business.

         The Company is also subject to federal and state laws prohibiting an
individual or entity from knowingly and willfully presenting claims for payment
(by Medicare, Medicaid and certain other third-party payers) that contain false
or fraudulent information. These laws provide for both criminal and civil
penalties. Furthermore, providers found to have submitted claims which they knew
or should have known were false or fraudulent, or for items or services that
were not provided, may be excluded from Medicare and Medicaid participation,
required to repay previously collected amounts, and/or be subjected substantial
civil monetary penalties. Although false claim violations are generally subject
to investigation and prosecution by the applicable governmental agency,
violations of the federal False Claim Act can also be the subject of Qui Tam (or
whistle blower) litigation. In Qui Tam situations, individuals with knowledge of
False Claim Act violations can bring suit on behalf of the federal government,
for such violations. As a "reward" for bringing successful Qui Tam cases, Qui
Tam plaintiffs are entitled to a significant percentage of any penalties
ultimately recovered by the federal government as a result of the violations
prosecuted in the Qui Tam action. The number of health care Qui Tam cases is
growing, and these cases increasingly involve arguments that a violation of the
Anti-Kickback and Stark Laws could constitute a false claim under the federal
False Claims Act, subjecting health care providers to Qui Tam actions for
alleged Anti-Kickback and Stark Law violations. The Company believes that it
bills for its services under such programs accurately. However, the rules
governing coverage of, and reimbursements for, the Company's services are
complex. There can be no assurance that these rules will be interpreted in a
manner consistent with the Company's billing practices.

         In May 1995, the federal government instituted Operation Restore Trust,
a health care fraud and abuse initiative focusing on nursing homes, home health
care agencies and durable medical equipment companies located in the five states
with the largest Medicare populations. New York, the Company's corporate base,
was one of the original targeted states. The purpose of this initiative is to
identify fraudulent and abusive practices such as billing for services not
provided, providing unnecessary services and making prohibited referrals and
payments to health care professionals. Operation Restore Trust has been
responsible for significant fines, penalties and settlements. Operation Restore
Trust was recently expanded to cover twelve additional states for the next two
years. The program was also expanded to include reviews of psychiatric

                                       9
<PAGE>

hospitals, certain independent laboratories and partial hospitalization
benefits. Further, there are plans to eventually apply the program's
investigation techniques in all fifty states and throughout the Medicare and
Medicaid programs. One of the results of the program has been increased auditing
and inspection of the records of health care providers and stricter
interpretations of Medicare regulations governing reimbursement and other
issues. Specifically, the government plans to double the number of comprehensive
home health agency audits it performs each year (from 900-1800) and also to
increase the number of claims reviewed by 25.0% (from 200,000 to 250,000). In
general, the application of these anti-fraud and abuse laws is evolving.

         The Office of Inspector General of the Department of Health and Human
Services has issued proposed guidelines for the institution of a compliance
program by a home care company, advising such companies that a compliance
program may evidence an intent on the part of the company to comply with
applicable federal and state laws and regulations. The Company has instituted a
compliance program and there can be no assurance that the program will be deemed
to be complete or will prevent an audit or investigation of the Company by a
federal or state regulatory agency as HCFA.

         JCAHO has established written standards for home care services,
including standards for services provided by home infusion therapy companies.
Many payors use these criteria in order to select only the highest quality
providers. The Company's facility presently complies with JCAHO's standards and
has been accredited since February 1990. In addition, the Company received
approval in 1991 from the New York State Department of Health to provide nursing
services in New York State.

CONCENTRATIONS OF CREDIT RISK

         Concentrations of credit risk with respect to trade accounts receivable
include amounts due from third party payors, primarily governmental agencies
(Medicare and Medicaid). At March 31, 2000, gross Medicare and Medicaid
receivables aggregated $4,141,000.

EMPLOYEES

         As at March 31, 2000, the Company employed 128 persons, of whom 110
were full-time employees and 18 were part-time employees. The supply of
qualified staff is adequate and retainable in the New York City area. The
Company considers its relations with its employees to be satisfactory.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

         The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information in Items 1, 2, 3, 6,
7, and 8 of this Form 10-K include information that is forward looking, such as
the Company's opportunities to increase sales through, among other things,
increasing its number of patients, its anticipated liquidity and the Company's
ability to achieve significant cost savings or synergies from its or other
restructuring efforts. The matters referred to in forward-looking statements
could be affected by the risks and uncertainties involved in the Company's
business. These risks and uncertainties include, but are not limited to, the
effect of economic and market conditions, the impact of the cost containment
efforts of third-party payors and the Company's ability to obtain and maintain
required licenses, as well as certain other risks described above in this Item
under "Competition" and "Government Regulation," and in Item 7 in "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Subsequent written and oral forward looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements in this paragraph and elsewhere in this
Form 10-K.

ITEM 2.  PROPERTIES

         The Company's offices, pharmacies and warehousing are located in a
37,000 square-foot building (the "Facility") in Yonkers, New York. The Company
is lessee under a sixty-five month lease dated as of September 15, 1999 with two
renewals, each for a sixty-month period.

                                       10
<PAGE>

         The Company leases, on a month to month basis for $2,800 a month,
office space in Long Island City for its PRN subsidiary and in the process of
evaluating other space in the vicinity.

         The Company also leases the space previously occupied by Healix
Healthcare, Inc. in Valhalla, New York. This facility is separately subleased
for the duration of the Company's lease with a lease payment of $11,250.

ITEM 3.  LEGAL PROCEEDINGS

         In June 1995, a former employee had commenced an action in Supreme
Court, New York County, New York against the Company and certain of its former
and current officers, directors, and shareholders. The action alleged that the
Company breached plaintiff's employment agreement by withholding at least
$750,000 in commissions allegedly owed to him. As of June 1998, this matter had
thought to have been settled through court recommended mediation. In May 1999,
the former employee petitioned the court to reopen the matter. The matter is
still pending with the court; however, management believes there will be no
material adverse effect on the Company's consolidated financial position,
results of operations or cash flows.

         On January 28, 2000 in an action entitled McKesson HBOC versus
AccuHealth, Inc. and Midview Drug Inc. in the Supreme Court of the State of New
York, County of Westchester, the Company was served with an order to show cause
with temporary restraints and a verified complaint from its former primary drug
distributor alleging the Company owed a sum in excess of $4,000,000 and the
Company was ordered via restraining order from conducting business. On February
1, 2000 the Company was successful in lifting the restraining order and on March
30,2000 settled the matter by converting the trade debt of $4,212,000 to a
five-year note payable (see Note 6 to the financial statements).

         On February 9, 2000 in an action entitled Newman Distributors, Inc.
against Midview Drug, Inc. in the Supreme Court of the State of New York, County
of Kings, the Company was also served with a restraining notice to judgment
Debtor from another drug distributor alleging that it was owed $205,000.
Subsequent to February, this distributor filed for protection under Chapter 11
of the US Bankruptcy Code and in June 2000 the matter was settled by Rosenthal &
Rosenthal, the Company's lender under a revolving credit agreement purchasing
the judgment of $205,000 for $100,000, subject to approval of the Bankruptcy
Court.

         There is one significant judgment against the Healix Health Care, Inc.
a/k/a AccuHealth/Healix Health, Inc. in the amount of approximately $143,000.
The Company is attempting to negotiate a payment plan to settle the matter.
There are several other lawsuits against the Company aggregating less than
$200,000. The Company's management is confident it has meritorious defenses in
these proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

         None.

                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET

         The Company's common stock, par value $.01 per share (the "Common
Stock") trades on the over-the-counter Bulletin Board under the symbol AHLT.U.

         The following table sets forth, for the periods indicated, the high and
low closing bid prices for the Common Stock as reported by the NASDAQ Stock
Market Trading and Market Services Department. Such over-the-counter market
quotations reflect inter-dealer prices, without retail mark-up, markdown or
commission and do not necessarily represent actual transactions.

                                       11
<PAGE>

                                       Fiscal 2000           Fiscal 1999
                                       -----------           -----------
                                     High       Low        High       Low
                                     ----       ---        ----       ---
Quarter ended June 30.........        3/4       1/2        1-3/4     1-3/4
Quarter ended September 30....        5/8       1/8      1-13/16     1-5/8
Quarter ended December 31.....        1/2       1/8        1-1/8    1-3/16
Quarter ended March 31........        3/8       1/8          7/8       5/8

         The Company's 6% Redeemable Cumulative Convertible Preferred Stock is
subject to significant restrictions on sale and does not have a public trading
market.

NUMBER OF SHAREHOLDERS

         The Company's transfer agent has advised management that there were 69
holders of record of the Common Stock as of June 30, 2000. Since most holders of
the Company's stock have placed their shares in street name, this figure is much
lower than the actual number of beneficial holders of common stock, which is
estimated to be approximately 300 stockholders.

DIVIDENDS

         To date, the Company has not paid any cash dividends on the Common
Stock. The payment of dividends, if any, in the future is within the discretion
of the Board of Directors and will depend upon the Company's earnings, its
capital requirements and financial condition and other relevant factors. The
Board does not intend to declare any dividends on the Common Stock in the
foreseeable future, but instead intends to retain all earnings, if any, for use
in the Company's business operations.

         The Company is obligated to pay annual dividends of $.12 per share on
its outstanding shares of 6% Redeemable Cumulative Convertible Preferred Stock.
On October 10, 1998, 1,245,000 shares were converted into 1,431,750 shares of
common stock leaving a balance of 105,000 6% Redeemable Cumulative Convertible
Preferred Stock outstanding. Such dividends accrue daily, are payable each June
1 and December 1 and, at the election of the Company, may be paid in shares of
Common Stock valued in accordance with the terms of such stock. Dividends on the
Company's 6% Redeemable Cumulative Convertible Preferred Stock are payable in
preference and priority to any payment of any dividends on the Common Stock. The
Company satisfied its liability for dividends, which were payable at June 1,
1999 and at December 1, 1999 by the issuance of 9,161 and 28,798 shares of the
Company's Common Stock on March 31, 2000.

         The Company satisfied its liability payable of June 1, 1998 and at
December 1, 1998 by the issuance of 46,526 and 4,388 shares of the Company's
Common Stock on December 17, 1998 and March 31,2000.

         The Company satisfied its liability payable at June 1, 1997 and at
December 1, 1997 by the issuance of 45,556 and 35,354 shares of the Company's
Common Stock on July 18, 1997 and January 15, 1998, respectively.

ITEM 6.  SELECTED FINANCIAL DATA

         The following selected financial data have been derived from the
consolidated financial statements of the Company, its subsidiaries and Healix
for the years ended March 31, 2000, 1999, 1998, 1997, and 1996. The years ended
March 31, 2000, 1999 and 1998 were audited and reported upon by Marcum &
Kliegman LLP. For the years ended March 31, 1997, and 1996 of Accuhealth, Inc.
and its subsidiaries, prior to their restatement for the fiscal 1999 pooling of
interests, were audited and reported upon by Ernst & Young LLP, and should be
read in conjunction with "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the consolidated financial
statements and the notes thereto included elsewhere in this Form 10-K. The
Company has not declared or paid any cash dividends on the Common Stock.

         On April 9, 1998, the Company completed a merger with Healix
Healthcare, Inc. ("Healix") whereby 1,488,850 shares of the company's common
stock were exchanged for all of the outstanding common stock of Healix. The
merger constituted a tax-free organization and has been accounted for as a
pooling of interests. Accordingly, all prior period consolidated financial
statements presented have been restated to include the combined results of
operations, financial position and cash flows of Healix as though it had always
been a part of the Company.

                                       12
<PAGE>

         Prior to the merger, Healix had a fiscal year end of September 30. The
following consolidated financial statements for the years ended March 31, 1998,
1997 and 1996 reflect restated numbers which combine financial statements for
the twelve months ended March 31, 1998, 1997 and 1996 of Accuhealth, Inc. and
its subsidiaries and September 30, 1997, 1996, and 1995 of Healix, respectively.

STATEMENT OF OPERATIONS DATA:
(In Thousands, except shares and per share data)
<TABLE>
<CAPTION>

                                                               Fiscal Year ended March 31,
                                          ----------------------------------------------------------------
                                          2000           1999           1998           1997           1996
                                          ----           ----           ----           ----           ----
<S>                                   <C>            <C>            <C>            <C>            <C>
Net sales .........................   $    33,003    $    38,127    $    31,673    $    24,694    $    22,381
Gross profit ......................         9,447         14,062         14,749         11,129         10,871
Selling, general and administrative
  expenses ........................        14,709         17,913         14,105         10,724         11,075

Interest expense, net .............        (2,325)        (1,627)          (814)          (631)          (651)
Miscellaneous income (expense) ....           (84)            12             93             --           (137)

Loss on sale of building ..........          (502)

Write off of merger related costs..                           --           (295)            --             --
Income (loss) from continuing
  operations before income taxes ..        (8,173)        (5,466)          (372)          (273)          (992)
Income tax (expense) benefit ......           (30)            90           (104)          (112)            97

Equity and loss from unconsolidated
  subsidiary ......................                           --             --           (100)            --
Discontinued operations ...........                           --             --             --             --
Income (loss) before extraordinary
  item ............................        (8,203)        (5,376)          (476)          (161)          (895)
Extraordinary items ...............            --             --             --            136             --
Net income (loss) .................        (8,203)        (5,376)          (476)           (25)          (895)

Net income (loss) applicable to
common stockholders ...............   $    (8,216)   $    (5,463)   $      (638)   $      (187)   $    (1,099)

Weighted average common stock
  outstanding
  Basic ...........................     4,836,823      4,417,711      3,243,192      2,889,273      2,762,124
  Diluted .........................     4,836,823      4,417,711      3,243,192      2,889,273      2,762,124

Earning (loss) per share data
  Basic ...........................   $      1.70    $      1.22    ($      .20)   ($      .06)   ($     0.40)
  Diluted .........................   $      1.70    $      1.22    ($      .20)   ($      .06)   ($     0.40)

BALANCE SHEET DATA

Total assets ......................   $    14,350    $    21,970    $    17,232    $    12,449    $     9,689
Long-term liabilities .............        10,140          7,347          1,487          1,527            720
Total liabilities .................        26,354         25,824         14,852         10,143          7,216
Redeemable Preferred Stock ........            --             --             --             --             --
Stockholders' equity (deficiency)..       (12,004)        (3,854)         2,380          2,306          2,473
</TABLE>

                                       13
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (AMOUNTS IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA)

This Management's Discussion and Analysis should be read in conjunction with the
consolidated financial statements of the Company and related notes included
elsewhere in this Form 10-K.

RESULTS OF OPERATIONS:

FISCAL YEAR ENDED MARCH 31, 2000 AS COMPARED TO FISCAL YEAR ENDED MARCH 31, 1999

         Net sales from Fiscal 2000 decreased approximately $5.1 million to $33
million from the $38.1 million reported in Fiscal 1999. The decrease was the
result of a decrease in the durable medical and infusion therapy revenues offset
by an increase oral medication revenues.

         Gross profits from Fiscal 2000 were approximately $9.4 million and were
28% of total net sales as compared to approximately $14.1 million or 37% for
Fiscal 1999. The decrease in gross profit was primarily due to the mix of
revenues shifting to lower margin business. The lowest margin business, oral
medications, increased to 29% of the revenues in Fiscal 2000 from 20% in Fiscal
1999 while the two highest margin businesses, DME and infusion therapy,
decreased 5% and 4%, respectively, as a percentage of revenues when compared to
Fiscal 1999.

         Selling, general and administrative expenses decreased approximately
$5 million to $14.7 million or 45% of sales for 2000 from $17.9 million or 47%
for sales from Fiscal 1999. The decrease was primarily due to decreases in
goodwill write-off ($1,300), salaries ($700), bad debt expense ($600)
professional fees ($100) and insurance ($400).

         Net interest expense in Fiscal 2000 was $2,325 as compared to $1,627 in
Fiscal 1999 due to higher borrowing under the revolving line of credit, increase
in prime rate and additional interest resulting from interest on the unpaid
interest on the subordinated debentures.

FISCAL YEAR ENDED MARCH 31, 1999 AS COMPARED TO FISCAL YEAR ENDED MARCH 31, 1998

         Net sales for Fiscal 1999 increased approximately $6.5 million to $38.1
million from the $31.6 million reported in Fiscal 1998. The increase was the
result of increases in the Company's oral medication and institutional pharmacy
revenues and durable medical equipment revenues offset by a decrease in infusion
revenues.

         Gross profits for Fiscal 1999 were approximately $14.1 million and were
37% of total net sales as compared to approximately $14.7 million or 47% for
Fiscal 1998. The decrease in the gross profit percentage was due primarily to
the loss of a highly profitable infusion product revenues due to the lack of
availability of the drug needed to service this product line and due to the
increase in sales from institutional and oral medication which generated lower
gross margins.

         Selling, general and administrative expenses increased approximately
$3.8 million to $17.9 million or 47% of sales for 1999 from $14.1 million or 45%
for sales for fiscal 1998. The increase was primarily due to increase in bad
debt expenses ($3,175), goodwill write-offs ($1,300), consulting expenses
($160), insurance expense ($200), data processing maintenance ($160), auto
leasing expense ($150), dispatch and delivery expense ($125), offset by a
decrease in salaries ($500).

         Net Interest expense in Fiscal 1999 was $1,627 as compared to $814 in
Fiscal 1998 due to increased net borrowings under our revolving line of credit
and issuance of $6,250 in 12% Subordinated Debentures.

                                       14
<PAGE>

LIQUIDITY AND FINANCIAL CONDITION

         As of March 31, 2000, the Company had negative working capital of
approximately $3,797.

         The Company's cash used in financing activities of approximately $1,612
was primarily attributable to repayment of various notes, term loan and capital
lease obligations. The cash provided by operating activities of approximately
$223 was primarily attributable to decreases in inventory ($1,074), accounts
receivable ($2,823) and increases in accounts payable ($2,408) and offset by the
net loss of approximately $8,203.

         Accounts receivable include amounts due from third-party payors,
primarily governmental agencies (Medicare and Medicaid). At March 31, 2000,
gross Medicare and Medicaid receivables aggregated $4,141.

         Effective April 3 1998, the Company agreed to an amendment of the Loan
and Security Agreement. The amendment extended the agreement through April 1,
2000 and allows the company to borrow, under certain conditions and terms, up to
$9 million under a revolving loan agreement at an interest rate of prime plus 1
1/2%, as well as an overdraft line of $1,000 at prime plus 3%. The amendment
also increased the term loan available to the Company to $750. In addition, the
Company granted Rosenthal warrants to purchase 50,000 shares of the Company's
common stock.

         At its meeting of the Board of Directors on June 25, 1998, the Company
approved the issuance of 12% Cumulative Convertible Subordinated Notes in the
face amount of $6,250. As a further component of this financing, the Company's
current 6% cumulative convertible Preferred Stock was converted to common stock
in Accuhealth at a 15% premium per an agreement with the preferred stockholders.
In December 1998 1,245 shares of 6% Cumulative convertible Preferred Stock was
converted into 1,432 shares of the Company's common stock.

         In addition to the continuing losses, the Company operates under cash
flow pressure primarily due to difficulty in collecting its accounts receivable
on a timely basis. The difficulty in collecting sufficient accounts receivable
during the year ended March 31, 2000 has required that the Company attempt to
negotiate extended terms for vendor payments. At March 31, 2000 the Company was
successful in converting its accounts payable of $4,212 to its major drug
distributor into a five-year term note. The Company has also taken steps to
reduce its overhead by eliminating over 90 full time positions, disposing of its
DME business line and ceasing to conduct business with two managed care
companies who were slow payors.

         The need for additional capital is critical to the ongoing operations
of the Company; and accordingly, various alternatives are being explored. At
March 31, 2000 The Company has exceeded the maximum allowable under the formula
guidelines of the revolving loan agreement. The loan agreement expired on April
1, 2000 and the Company is borrowing under the same terms on a day to day basis.
There is no assurance that the loan agreement will continue and accordingly, if
the Company is put into default by the lender, if the Company is not successful
in obtaining additional capital or if the Company incurs significant litigation
it will not be able to sustain its operations. Further, the current liabilities
and total liabilities exceed the current assets and total assets, respectively,
at March 31, 2000. Considering these factors as well as the day to day condition
the Company operates in, create an uncertainty as to the Company's ability to
continue as a going concern (see Note 4 to the financial statements).

         During the year ended March 31, 1998, the Company adopted the provision
of statements of accounting standards No. 128 Earnings per Share ("SFAS No.
128"). SFAS No. 128 eliminates the presentation of primary and fully diluted
earnings per share ("EPS") and requires presentation of basic and diluted EPS.
Basic EPS is computed by dividing income (loss) available to common stockholders
by the weighted-average number of common shares outstanding for the period.

         Diluted EPS is computed by dividing the weighted average number of
common shares and common stock equivalents outstanding. For the years ended
March 31, 2000, 1999 and 1998, weighted average number of common shares
outstanding throughout the periods includes shares issued by Accuhealth as a
result of the Healix merger. Common stock equivalents have been excluded from
the weighted-average shares for 2000, 1999 and 1998, as inclusion is
anti-dilutive. Potentially diluted securities, which consist of stock options
and warrants, may be potentially diluted in the future. All prior period EPS
data has been restated to conform to the new pronouncement.

                                       15
<PAGE>

Year 2000 Readiness

         The Company has completed its assessment of its computer systems and
facilities that could be affected by the "Year 2000 problem" and has developed a
plan to resolve the issue. The Year 2000 problem arose because many existing
computer programs use only the last two digits to refer to a year. Therefore,
these computer programs do not properly recognize a year that begins with "20"
instead of the familiar "19". If not corrected, many computer applications could
fail or create erroneous results.

         The Company is implementing its Year 2000 compliance program as part of
a plan to replace and upgrade its information technology systems (the "Upgrade
Program"). The Upgrade Program was initiated to replace information systems of
the Company acquired by merger, to fully integrate those systems with the
Company's information technology systems, and to update the Company's
information technology systems. The Company has divided the Upgrade Program into
the following phases: assessment, planning, remediation and testing. The Company
is currently complete with the majority of the Upgrade Program and expects to
complete the last upgrade phase in by the third quarter of 2000. Although the
Company believes that it will complete the Upgrade Program by the third quarter
of 2000, there can be no assurance that such remediation will be completed or
that the Company's operations will not be disrupted to some degree.

         The Company currently expects the Upgrade Program to be completed in a
time frame to avoid any material adverse effect on operations. As of March 31,
2000, the Company had incurred approximately $500 of expenses in connection with
the Upgrade Program. The Company expects to incur additional expenses of
approximately $50 to complete the implementation of the Upgrade Program. The
Company would have implemented the Upgrade Program irrespective of the Year 2000
problem, and although the Company expects that the implementation of the Upgrade
Program will achieve Year 2000 compliance, the Company cannot separately assess
the expenses relating to the Year 2000 compliance. The Company's inability to
complete Year 2000 compliance on a timely basis or the inability of other
companies with which the Company does business to complete their Year 2000
modifications on a timely basis could adversely affect the Company's operations.

         The Company has initiated communications with its major vendors to
identify and, to the extent possible, to resolve issues involving the Year 2000
Problem. The Company is attempting to mitigate its risk with respect to the
failure of such vendors to be Year 2000 compliant by, among other things,
obtaining Year 2000 compliance certifications or written assurances from its
material vendors. However, the Company has limited or no control over the
actions of these suppliers. Thus, while the Company expects that it will be able
to resolve any significant Year 2000 Problems with these systems, there can be
no assurance that these suppliers will resolve any or all Year 2000 Problems
with these systems before the occurrence of a material disruption to the
business of the Company or any of its customers. Any failure of these suppliers
to resolve Year 2000 Problems with their systems in a timely manner could have a
material adverse effect on the Company's business, financial condition, and
results of operation.

         Management believes that the most significant risk to the Company from
the Year 2000 Problem is the effect such issues may have on third party payors,
such as Medicare. News reports have indicated that various agencies of the
federal government may have difficulty becoming year 2000 compliant before the
Year 2000. The Company has not yet undertaken to quantify the effects of such
noncompliance or to determine whether such quantification is even possible. The
Company has initiated communications with its third party payors to identify
and, to the extent possible, to resolve issues involving the Year 2000 problem.
However, the Company has limited or no control over the actions of these third
party payors. Thus, while the Company expects that it will be able to resolve
any significant Year 2000 problems with these payors, there can be no assurance
that these payors will resolve any or all Year 2000 problems with their systems
before the occurrence of a material disruption to the business of the Company.
Any failure of these third party payors to resolve Year 2000 problems with their
systems in a timely manner could have a material adverse effect on the Company's
business, financial condition, and results of operation.

                                       16
<PAGE>

         Potential consequences of the Company's failure to resolve its Year
2000 issues could include, among others, (i) the inability to accurately and
timely process claims, respond to third party payor inquiries about claims,
enroll customers, bill third party payors, collect receivables, pay vendors,
record and disclose accurate data and perform other core functions (ii)
increased scrutiny be regulators and breach of contractual obligations, and
(iii) litigations in connection therewith. As of March 31, 2000 the Company has
not experienced any significant Year 2000 issues that have adversely affected
the Company.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Financial statements and financial statement schedules are included in
the Consolidated Financial Statements, as a separate section of this Report, set
forth on pages F-1 through F-26 attached hereto, and found immediately following
the signature pages of this Report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         At a meeting held on March 5, 1998, the Board of Directors of the
Company approved the engagement of Marcum & Kliegman LLP as its independent
auditors for the fiscal year ending March 31, 1998 to replace the firm of Ernst
& Young LLP ("E & Y"), who were dismissed as auditors of the Company effective
April 15, 1998. The audit committee of the Board of Directors approved the
change in auditors on March 25, 1998.

         The reports of E & Y on the Company's financial statements for the
Fiscal years 1997 and 1996 did not contain an adverse opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting principles,
except that E & Y's audit report for fiscal year 1996 was modified with regard
to the Company's ability to continue as a going concern. In connection with the
audits of the Company's financial statements for each of the two fiscal years
ended March 31, 1997, there were no disagreements with E & Y on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of E & Y would
have caused E & Y to make reference to the matter in their report.

                                       17
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Listed below are the executive officers and directors of the Company at
June 29, 2000:
<TABLE>
<CAPTION>

                                                                                       Annual Meeting
                                Officer or                                             at Which Term
            Name              Director Since       Age            Position              will Expire
            ----              --------------       ---            --------             --------------
<S>                                <C>             <C>      <C>                              <C>
E. Virgil Conway...........        1994            70       Director                         2002

Glenn C. Davis.............        1994            51       President, Chief Executive       2000
                                                            Officer, Acting Chief
                                                            Financial Officer and
                                                            Director

Stanley Goldstein..........        1994            64       Chairman and Director            2001

Howard C. Landis...........        1998            46       Director                         2001

Donald B. Louria, M.D......        1994            71       Director                         2000

Sally Hernandez-Pinero.....        1994            47       Director                         2000

Corbett A. Price...........        1994            50       Director                         2002

Jeffrey S. Freed, M.D......        1998            55       Director                         2001
</TABLE>

         Set forth below are brief summaries of the business experience of the
persons who were directors as of June 29, 2000:

         E. VIRGIL CONWAY chairs the Company's Audit and Stock Option Committees
and was elected a director on April 29, 1994. Mr. Conway is a member of the
Executive and Compensation and Nominations Committees. Since May 16, 1995, he
has served as Chairman of the Board of the Metropolitan Transportation
Administration of the City of New York and, from 1989 to 1996, he served as
Chairman of the Audit Committee of the City of New York. From 1992 until July
1995, Mr. Conway served as Chairman of the Financial Accounting Standards
Advisory Council. From 1968 through 1988, Mr. Conway served as Chairman and
Chief Executive Officer and as a director of the Seamen's Bank for Savings, FSB.
>From 1986 until 1989, Mr. Conway also served as Vice Chairman of Seamen's
Corporation. From 1967 to 1968, Mr. Conway served as an Executive Vice President
and Trustee at the Manhattan Savings Bank. From 1964 to 1967, Mr. Conway served
as First Deputy Superintendent of Banks of the State of New York and Secretary
of the New York State Banking Board. Mr. Conway specializes in financial
consulting. Mr. Conway serves on several corporate boards, including Union
Pacific Corporation, Con Edison corporation, Urstadt-Biddle, a real estate
investment trust, Trism, Inc., a specialized trucking firm, and mutual funds
managed by Phoenix Home Life.

         GLENN C. DAVIS became a director, Chief Executive Officer and President
of the Company on February 3, 1994 and since April 15, 1999 is serving as acting
Chief Financial Officer. Mr. Davis is a member of the Executive Committee. From
June 1993 until June 30, 1995, Mr. Davis was a general partner of Capstone
Management Company, an investment partnership engaged principally in the
initiation, acquisition and management of businesses in the health care
industry. Mr. Davis is a certified public accountant. From 1980 until January
1993, Mr. Davis was a partner with Coopers & Lybrand, an international
accounting and consulting firm.

         JEFFREY S. FREED, M.D., was elected a director on June 25, 1998 in
connection with the Healix Healthcare, Inc. merger. Dr. Freed is a member of the
Professional Conduct Committee. From December 1999 to present, Dr. Freed serves

                                       18
<PAGE>

as the Company's Medical Director on a consulting basis. From April 1998 to
December 1999 Dr. Freed has served as Executive Vice President -- Strategic
Development and Medical Director for Accuhealth. From March 1995 to March 1998,
Dr. Freed was President and Medical Director of Healix Healthcare, Inc. He also
is a Clinical Associate Professor of Surgery at the Mount Sinai School of
Medicine and a practicing general surgeon.

         STANLEY GOLDSTEIN was elected Chairman of the Company's Board of
Directors on April 29, 1994. Mr. Goldstein has been a private investor from 1981
until the present. Mr. Goldstein is Chairman of the Executive Committee. From
June 1993 until June 30, 1995, Mr. Goldstein was a general partner of Capstone
Management Company, an investment partnership engaged principally in initiation,
acquisition and management of businesses in the health care industry. Mr.
Goldstein is a certified public accountant. From 1964 until 1981, Mr. Goldstein
was the founder and Managing Partner of Goldstein Golub Kessler & Company,
Certified Public Accountants. Mr. Goldstein serves on the board of directors of
Security Equity Life Insurance Company.

         HOWARD C. LANDIS was elected a director on June 25, 1998 pursuant to
agreements executed in connection with the purchase by RFE Investment Partners
V.L.P. of convertible subordinate debt. Mr. Landis is a member of the Audit
Committee. Since 1980, Mr. Landis has been employed by RFE Management Corp., an
investment manager of private equity investment funds. Since 1983 Mr. Landis has
been a general partner of these private equity funds. Mr. Landis is also a
director of a number of privately owned companies.

         DONALD B. LOURIA, M.D., M.A.C.P. was elected a director on April 29,
1994. Dr. LOURIA chairs the Professional Conduct Committee. Dr. Louria has been
a Professor and Chairman of the Department of Preventive Medicine and Community
Health of the University of Medicine and Dentistry of New Jersey-New Jersey
Medical School from July 1969 until the present. Over the same period, among
other appointments, Dr. Louria has served as a consultant in Infectious Diseases
to Memorial Hospital for Cancer and Allied Diseases and, from 1971 until the
present, has served on the Consultant Medical Staff in Infectious Diseases at
St. Michael's Medical Center in Newark, New Jersey.

         SALLY B. HERNANDEZ-PINERO was elected a director on September 20, 1994.
On May 1, 1999 Ms. Hernandez-Pinero became a Senior Vice President for Corporate
Affairs for Related Companies LLP, a real estate development, management,
syndication and financing company. Since June 1998 to April 1999 she was the
Managing Director of Fannie Mae where she identified equity investment
opportunities for the capital fund. She was previously a member of the law firm
of Kalkines Arky Zall & Bernstein. Ms. Hernandez-Pinero served as Chairwoman of
the New York City Housing Authority from February 1992 to January 1994. In that
position she had direct operational responsibility for the nation's largest
public housing program with 325 developments housing over 600,000 people, a
staff of 16,000 and a budget of $1.45 billion. From January 1990 to February
1992, Ms. Hernandez-Pinero was Deputy Mayor for Finance and Economic
Development, in which position she designed and supervised the development and
implementation of business, industrial and commercial development policies for
the City of New York. From January 1988 to January 1990 she served as
Commissioner/Chairwoman of the Board of Directors of the Financial Services
Corporation of New York City where she developed and implemented the course of
action and priorities for that agency's economic development programs. Prior to
January 1988, Ms. Hernandez-Pinero served as Deputy Borough President of
Manhattan, General Counsel to the State of New York Mortgage Agency, and as an
attorney with a number of community development and legal service organizations.
Ms. Hernandez-Pinero is a director of Con Edison Corporation and the Dime
Savings Bank and National Income Realty Trust.

         CORBETT A. PRICE was elected a director on September 20, 1994. Mr.
Price chairs the Compensation and Nomination Committee and is a member of the
Stock Option and Audit Committees. He is the Chairman and Chief Executive
Officer of KURRON, a New York based health care management company which Mr.
Price founded in January 1990. KURRON specializes in the rehabilitation of
distressed hospitals and health care systems. Mr. Price began his career in
health care management in 1975 at the Hospital Corporation of America, where he
served as a Vice President from 1983 to 1989. As head of Hospital Corporation of
America's Mid-Atlantic Division, he directed the operations of approximately
twenty hospitals in four states and the District of Columbia. Mr. Price has
advised the governments of Mexico, Barbados and Jamaica on health care delivery
systems and facilities.

         The Company has Audit, Compensation and Nominations, Executive,
Professional Conduct and Stock Options Committees. The Compensation and
Nominations Committee administers the Company's stock option plans.

                                       19
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

         From April 1, 1994 through May 31, 1994, the Company paid directors who
were not officers of the Company $2,000 per meeting attended. In June 1994, the
Board of Directors established a policy of paying directors who are not officers
or consultants a fee of $6,000 per annum plus $1,000 per annum ($2,000 per annum
for the Chair) for each committee on which they serve. Messrs. Conway and Price,
Dr. Louria and Ms. Hernandez-Pinero are eligible for the foregoing fees. The
Company does not intend to pay any fee to officers for serving as directors.
Effective June 28, 1994, the Company entered into a Consulting Agreement with
Mr. Goldstein for certain services to be rendered. Such consulting agreement
calls for a monthly consulting fee and expense reimbursement of $5,000.
Effective April 1, 1999 the consulting agreement was amended to have the monthly
consulting fee and expense reimbursement reduced to $3,000 monthly. In addition,
effective December 1, 1999 the Company entered into a consulting agreement with
Dr. Jeffrey Freed to serve as the Company's Medical Director Consultant for
$1,000 per month, plus car allowance up to $1,000 a month.

         The following table sets forth all compensation earned, awarded or paid
by the Company to its Chief Executive Officer and Executive Vice President and
Chief Operating Officer. No other person who was a director, executive officer
or employee at any time during the fiscal year ended March 31, 2000, received
salary and bonus in excess of $100,000 during or attributable to such fiscal
year.

                           Summary Compensation Table

                                               Annual               Long Term
                                            Compensation           Compensation
                                            ------------           ------------
                                                                     All Other
  Name and Principal Position       Year       Salary     Bonus    Compensation
  ---------------------------       ----       ------     -----    ------------

Glenn C. Davis.............        FY2000     $275,000      --          --
  President and Chief......        FY1999     $275,000      --          --
  Executive Officer........        FY1998     $250,000   $25,000        --
Mary Comerford.............        FY2000     $131,000      --          --
  Executive Vice President.        FY1999     $175,000      --          --
  and Chief Operating
  Officer


EMPLOYMENT AGREEMENT

On June 25, 1998, the Company renewed its employment agreement with its
President and Chief Executive Officer through May 2, 2001, The Company's
President and Chief Executive Officer is entitled to an annual salary at a rate
of $275,000 and 62,500 restricted shares of the Company's common stock. The
agreement also provides for a severance payment equal to 150% of his annual
compensation, including base salary and any initial bonus ("Annual
Compensation"), at the date of termination if (i) his employment is terminated
by him due to a breach of the agreement by the Company, (ii) the Company fails
to offer to extend his employment for additional terms of one year on the same
terms; or (iii) his employment terminates due to disability. If the employment
is terminated due to his death, the severance payment is equal to 50% of his
Annual Compensation at the date of death. The agreement further provides that,
in the event of a merger or sale of substantially all of the assets of the
Company, either the successor corporation or he may elect to terminate his
employment and that, if his employment is so terminated, he will be entitled to
receive a severance payment equal to 300% of his Annual Compensation at the date
of termination. In addition, the agreement provides that he will not compete
with the Company for 18 months after a termination of his employment, except
that, if such termination is by the Company for cause, the non-competition
period will be for 24 months.

                                       20
<PAGE>

In connection with the Healix merger, Mary B. Comerford entered into an
employment agreement with the Company. Under the employment agreement, Ms.
Comerford served as Executive Vice President and be entitled to an annual salary
at a rate of $175,000 a hire-on bonus of 50,000 shares of the Company's common
stock, an annual bonus based on certain performance criteria up to 50% of the
base salary, and options to purchase 50,000 shares of the Employer Common Stock
pursuant to the terms of an option agreement. Further, this agreement contains
Non-Solicitation; Non-Competition; and Confidentiality provisions ranging from
one to three years as the circumstances as defined so warrant. Mary Comerford
resigned as of December 31, 1999 and the aforementioned agreement was terminated
without further payment.

STOCK OPTIONS

The following tables set forth information concerning exercisable options during
the fiscal year ended March 31, 2000, with respect to the Common Stock. Stock
options totalling 110,000 shares were granted in September 1999 to the President
and CEO. No stock appreciation rights were granted to executive officers and no
stock options or stock appreciation rights were exercised by executive officers
during such year.

                          FISCAL YEAR-END OPTION VALUES

                     Number of Shares Underlying       Value of Unexercisable
                        Unexercised Options at        in-the-Money Options at
                           Fiscal Year End                 Fiscal Year End
                     ---------------------------     ---------------------------
        Name         Exercisable   Unexercisable     Exercisable   Unexercisable
        ---          -----------   -------------     -----------   -------------
Glenn C. Davis        60,000(1)      150,000(2)           --            --

(1)  The option exercise price of such shares is $1.65 per share.
(2)  The option exercise price of 40,000 shares is $1.65 and 110,000 shares is
     $.44 per share.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth existing stock ownership as of June 29,
2000, with respect to the beneficial ownership of shares of Common Stock by (i)
each person known by the Company to be the beneficial owner of 5% of more of the
outstanding shares of Common Stock, (ii) each nominee for director, (iii) each
director, and (iv) all officers and directors as a group, and the percentage of
the outstanding shares of Common Stock represented thereby.

                                       21
<PAGE>

                                        Amount of Nature
                                         of Beneficial
      Name of Beneficial Owner(1)        Ownership (1)     Percent of Class (2)
      ---------------------------       ----------------   --------------------

Glenn C. Davis                          386,337(3)(4)(5)           7.62
c/o Accuhealth, Inc.
Ridge Hill
Yonkers, New York 10710

Stanley Goldstein                       345,926(3)(4)(6)           6.93
c/o Accuhealth, Inc.
Ridge Hill.
Yonkers, New York 10710

E. Virgil Conway                         42,729(11)(12)             *

Howard C. Landis                              0                     *

Donald B. Louria, M.D.                   23,500(7)                  *

Sally Hernandez-Pinero                   24,000(12)                 *

Corbett A. Price                         37,704(16)                 *

Special Situation Fund III, L.P.        706,928(8)                14.25
153 East 53rd Street
New York, New York 10022

Penfield Partners, L.P.                 324,027(9)                 6.53
153 East 53rd Street
New York, New York 10022

Special Situations Cayman Fund, L.P.    244,251(10)                4.92
153 East 53rd Street
New York, New York 10022

CMNY Capital II, L.P.                   355,368(13)                7.16
c/o Carl Marks & Company, Inc.
135 East 57th Street
27th Floor
New York, New York 10022

Robert M. GiaQuinto                     444,432(15)                8.96

Jeffrey S. Freed, M.D.                  461,883(15)                9.31

All Directors and Executive           1,322,028(14)               25.46
Officers as a Group (8 persons)


*    Percentage of shares beneficially owned does not exceed 1% of the class.

(1)  As used herein, the term "beneficial ownership" with respect to a security
     is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as
     consisting of sole or shared voting power (including the power to vote or
     direct the vote) and/or sole or shared investment power (including the
     power to dispose or direct the disposition of the shares) with respect to
     the security through any contract, arrangement, understanding, relationship
     or otherwise, including a right to acquire such power(s) during the next 60
     days. Unless otherwise noted, beneficial ownership consists of sole
     ownership, voting and investment rights.

(2)  Percent of class assumes issuance of the shares subject to currently
     exercisable options and shares issuable upon the conversion of 6% Preferred
     Stock, as well as an equivalent increase in the number of shares
     outstanding.

                                       22

<PAGE>

(3)  Includes 60,000 and 30,000 shares issuable pursuant to currently
     exercisable stock options for Davis and Goldstein, respectively.

(4)  Includes 276,337 and 312,926 shares owned of record and beneficially for
     Davis and Goldstein, respectively.


(5)  Includes 50,000 shares issuable upon conversion of 50,000 shares of 6%
     Preferred Stock.

(6)  Includes 3,000 shares issuable upon conversion of 3,000 shares of 6%
     Preferred Stock.

(7)  Includes 16,500 shares issuable pursuant to currently exercisable stock
     options and 7,000 shares owned directly or in trust for the benefit of
     members of Dr. Louria's family.

(8)  Includes 706,928 shares owned of record and beneficially.

(9)  Includes 324,027 shares owned of record and beneficially.

(10) Includes 244,251 shares owned of record and beneficially.

(11) Includes 18,729 shares owned of record and beneficially.

(12) Includes 24,000 shares issuable pursuant to currently exercisable stock
     options.

(13) Includes 355,368 shares owned of record and beneficially.

(14) Includes 1,090,528 shares owned of record and beneficially, 178,500 shares
     issuable pursuant to currently exercisable stock options and 53,000 shares
     issuable upon conversion of 53,000 shares of 6% Preferred Stock.

(15) Includes 461,883 and 444,432 shares issued pursuant to the Healix
     acquisition to Jeffrey S. Freed, M.D. and Robert M. GiaQuinto,
     respectively.

(16) Includes 13,704 shares owned of record and beneficially and 24,000 shares
     issuable pursuant to currently exercisable stock options.

                 -----------------------------------------------

     Based solely on a review of Forms 3, 4 and 5 (and amendments thereto)
     furnished to the Company, and certain written representations received by
     it, the Company is not aware of any person who, during the prior fiscal
     year, was a director, officer or beneficial owner of more than 10% of its
     outstanding Common Stock, during (or with respect to) the prior or (except
     as may have been previously reported) previous fiscal year, who failed to
     file with the Securities and Exchange Commission on a timely basis reports
     required by Section 16 (a) of the Securities Exchange Act of 1934.except
     that the following persons reported changes in their beneficial ownership
     of the Company's securities with respect to the following transactions in
     year-end filings on Form 5 rather than earlier in the year: the conversion
     of the Company's preferred stock to Common Stock on December 1, 1998
     (Messrs. Conway and Goldstein); and the issuance of shares of the Company's
     common stock in the Healix merger on October 9, 1998 (Dr. Freed ); and the
     issuance of stock options on October 23, 1997 (Messrs, Conway and Price,
     Ms. Hernandez-Pinero and Dr. Louria).

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of June 28, 1994, the Company entered into a Consulting Agreement with
Stanley Goldstein, who is Chairman of the Board. Mr. Goldstein does not receive
compensation for services provided as a director of the Company during the term
of his consulting agreement.

Pursuant to such Consulting Agreement, Mr. Goldstein provides consulting
services to the Company in, among other areas, capital financing, mergers and
acquisitions. The Company has agreed to pay consulting fees to Mr. Goldstein in
the amount of $4,000 per month and an office expense reimbursement of $1,000 per
month for use of Mr. Goldstein's offices and support facilities in the
performance of his consulting duties. In further consideration of Mr.
Goldstein's consulting services, the Company granted to Mr. Goldstein an option
to purchase 150,000 shares of Common Stock at prices ranging from $1.625 to

                                       23
<PAGE>

$3.00 per share. During the fiscal year ended March 31, 1999 the Company issued
46,957 of its common stock in consideration of forgiveness of accrued consulting
fees of $135,000 owed Mr. Goldstein. Effective April 1, 1999 the consulting
agreement was amended to have the monthly fee and expense reimbursement reduced
to $3,000 a month.

During the Fiscal year 1999, the Company granted a loan to Mr. Glenn C. Davis,
President and CEO, in the amount of $100,000 due on demand, bearing interest of
8%. Such loan is collateralized by 50,000 shares of the Company's 6% cumulative
convertible and Preferred Stock.

In December 1999 the Company terminated the employment agreement with Dr.
Jeffrey Freed and entered into a consulting agreement. Dr. Freed receives, in
addition to his Director's fee, $1,000 per month as a consultant for serving as
the Medical Director. In addition, he receives an expense reimbursement for
documented business expenses.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1), (a)(2)  See the separate section of this report following Item 14 for a
                list of financial statements and schedules filed herewith.

(a)(3)   Exhibits as required by Item 601 of Regulation S-K are listed in Item
14(c) below.

(b)      The Company did not file any Reports on Form 8-K during the last
quarter of the fiscal year ended March 31, 2000.

(c)      EXHIBITS

3.1      Registrant's Articles of Incorporation, as amended (incorporated herein
         by reference to Exhibit 3 (I) to the Registrant's Annual Report on Form
         10-K for the fiscal year ended March 31, 1994)

3.2      Registrant's By-laws, as amended (incorporated herein by reference to
         Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the
         fiscal year ended March 31, 1994)

10.01    Loan and Security Agreement dated April 28, 1994 between Rosenthal &
         Rosenthal, Inc. and the Registrant, Midview Drug, Inc., Accuhealth Home
         Care, Inc. and Citiview Drug Co., Inc. (the "Loan and Security
         Agreement") (incorporated herein by reference to Exhibit 10 (l) to the
         Registrant's Annual Report on Form 10-K for the fiscal year ended March
         31, 1994)

10.02    Amendment No. 1 to the Loan and Security Agreement, dated as of
         February 1, 1996

10.03    Amendment No. 2 to the Loan and Security Agreement, dated as of
         February 1, 1997.

10.04    Amendment No. 3 to the Loan and Security Agreement dated as of July 30,
         1997.

10.05    Amendment No. 4 to the Loan and Security Agreement dated as of April 9,
         1998.

10.06    Warrant dated April 28, 1994 for the Registrant's Common Stock issued
         by the Registrant to Rosenthal & Rosenthal, Inc. (incorporated herein
         by reference to Exhibit 10(m) to the Registrant's Annual Report on Form
         10-K for the fiscal year ended March 31, 1994)

10.07    Employment Agreement dated May 2, 1994 between Glenn C. Davis and the
         Registrant (incorporated herein by reference to Exhibit 10.14 to the
         Registrant's Annual Report on Form 10-K for the year ended March 31,
         1995)

                                       24
<PAGE>

10.08    Consulting Agreement dated June 28, 1994 between Donald B. Louria, M.D.
         and the Registrant (incorporated herein by reference to the
         Registrant's Annual Report on Form 10-K for the year ended March 31,
         1995)

10.09    Consulting Agreement dated June 28, 1994 between Stanley Goldstein and
         the Registrant (incorporated herein by reference to Exhibit 10.16 to
         the Registrant's Annual Report on Form 10-K for the year ended March
         31, 1995)

10.10    Amended and Restated 1988 Stock Option Plan (incorporated herein by
         reference to Exhibit B to the Registrant's 1994 Notice of Annual
         Meeting and Proxy Statement)

10.11    Option Agreement dated September 20, 1994 between Corbett A. Price and
         the Registrant (incorporated herein by reference to Exhibit 10.19 to
         the Registrant's Annual Report on Form 10-K for the year ended March
         31, 1995)

10.12    Option Agreement dated September 20, 1994 between E. Virgil Conway and
         the Registrant (incorporated herein by reference to Exhibit 10.21 to
         the Registrant's Annual Report on Form 10-K for the year ended March
         31, 1995)

10.13    Option Agreement dated September 20, 1994 between Sally
         Hernandez-Pinero and the Registrant (incorporated herein by reference
         to Exhibit 10.22 to the Registrant's Annual Report on Form 10-K for the
         year ended March 31, 1995)

10.14    Option Agreement dated June 28, 1994 between Glenn C. Davis and the
         Registrant (incorporated herein by reference to Exhibit 10.24 to the
         Registrant's Annual Report on Form 10-K for the year ended March 31,
         1995)

10.15    Option Agreement dated June 28, 1994 between Stanley Goldstein and the
         Registrant (incorporated herein by reference to Exhibit 10.25 to the
         Registrant's Annual Report on Form 10-K for the year ended March 31,
         1995)

10.16    Option Agreement dated June 28, 1994 between Donald B. Louria, M.D. and
         the Registrant (incorporated herein by reference to Exhibit 10.27 to
         the Registrant's Annual Report on Form 10-K for the year ended March
         31, 1995)

10.17    Agreement and Plan of Merger dated as of March 14, 1997 among
         Accuhealth, Inc., ACH Acquiring Corp., ProHealthCare, Inc.,
         ProHealthCare Infusion Services, Inc., Thomas Laurita and David Brian
         Cohen.

10.18    Agreement and Plan of Merger, dated as of April 9, 1998, among
         Accuhealth, Inc., HHI Acquiring Corp., Healix HealthCare, Inc., Linda
         Barkan, Chaim Charytan, Mary Comerford, Jeffrey S. Freed, Donald
         Giaquinto, Robert Giaquinto, Robert Labra, Kathleen P. O'Brien McDonald
         and Arthur Schwacke, Jr. (incorporated by reference to Exhibit 2.1 to
         the Registrant's Current Report on Form 8-K, dated April 30, 1998).

10.19    Registration Rights Agreement between Accuhealth, Inc. and Robert M.
         GiaQuinto.

10.20    Registration Rights Agreement between Accuhealth, Inc. and Jeffrey S.
         Freed, M.D.

10.21    Registration Rights Agreement between Accuhealth, Inc. and Linda
         Barkan.

10.22    Employment Agreement dated April 1, 1998 between Dr. Jeffrey S. Freed
         and the Registrant

10.23    Employment Agreement dated April 1, 1998 between Mary Comerford and the
         Registrant

                                       25
<PAGE>

10.24    Consulting Agreement dated December 1, 1999 between Dr. Jeffrey Freed
         and the Registrant.

11       Statement re Computation of Per-Share Earnings

16.      Letter from Ernst & Young LLP, dated April 23, 1998, regarding change
         in certifying accountant (incorporated by reference to Exhibit 16 to
         the Registrant's Current Report on Form 8-K/A, dated April 23, 1998).

21       Subsidiaries of the Registrant

27       Article 5 - Financial Data Schedule

                                       26
<PAGE>
                        ACCUHEALTH, INC. AND SUBSIDIARIES

                 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
                          FINANCIAL STATEMENT SCHEDULES

                                                                         PAGE

Reports of Independent Auditors.......................................  F - 2

Consolidated Balance Sheets at March 31, 2000 and March 31, 1999......  F - 3

Consolidated Statements of Operations and comprehensive income (loss)
   for the Years Ended March 31, 2000, 1999 and 1998..................  F - 4

Consolidated  Statements of  Stockholders'  Equity  (Deficiency) for
   the Years Ended March 31, 2000, 1999 and 1998......................  F - 5-6

Consolidated Statements of Cash Flows for the Years Ended March 31,
   2000, 1999 and 1998................................................  F - 7-8

Notes to Consolidated Financial Statements............................  F - 9-25

FINANCIAL STATEMENT SCHEDULES

II.  Valuation and Qualifying Accounts................................  F - 26

All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.

                                      F-1
<PAGE>
                         REPORT OF INDEPENDENT AUDITORS

         To the Board of Directors and Stockholders of AccuHealth, Inc.

         We have audited the accompanying consolidated balance sheets of
         AccuHealth, Inc. and subsidiaries as of March 31, 2000 and 1999, and
         the related consolidated statements of operations and comprehensive
         loss, stockholders' deficiency and cash flows for the years ended March
         31, 2000, 1999 and 1998. Our audit also included the financial
         statement schedule listed in the index at item 14(a). 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 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 consolidated financial statements referred to above
         present fairly, in all material respects, the financial position of
         AccuHealth, Inc. and subsidiaries as of March 31, 2000 and 1999, and
         the results of their operations and their cash flows for the years then
         ended in conformity with generally accepted accounting principles.
         Also, in our opinion, the related financial statements schedule, when
         considered in relation to the basic financial statements taken as a
         whole, presents fairly in all material respects the information set
         forth therein.

         The accompanying financial statements have been prepared assuming that
         the Company will continue as a going concern. As discussed in Note 4 to
         the financial statements, the Company incurred a net loss of $8,203
         during the year ended March 31, 2000, and as of that date, the
         Company's current liabilities exceeded its current assets by $3,797 and
         its total liabilities exceeded its total assets by $12,004 and there
         are uncertain conditions that the Company faces. These conditions raise
         substantial doubt about its ability to continue as a going concern.
         Management's plans regarding those matters also are described in Note
         4. The financial statements do not include any adjustments that might
         result from the outcome of this uncertainty.

         We previously audited and reported on the consolidated statements of
         operations and cash flows of Healix Healthcare, Inc., and subsidiaries
         for the year ended September 30, 1996, prior to their restatement for
         the fiscal 1999 pooling of interests. The contribution of Healix
         Healthcare, Inc. and subsidiaries to total assets, revenues and net
         loss represent 32 percent, 608 percent, of the fiscal 1997 respective
         restated totals. Separate consolidated financial statements of
         AccuHealth, Inc. and subsidiaries included in the fiscal 1997 restated
         consolidated statements of operations and cash flows were audited and
         reported on separately by other auditors. We also have audited the
         combination of the accompanying consolidated statements of operations
         and cash flows for the year ended March 31, 1997, after restatement for
         the fiscal 1999 pooling of interests; in our opinion, such consolidated
         statements have been properly combined on the basis described in Note 1
         of notes to consolidated financial statements.

         July 11, 2000

         Marcum & Kliegman LLP
         New York, New York

                                      F-2
<PAGE>
                        ACCUHEALTH, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
            (AMOUNTS IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA)

<TABLE>
<CAPTION>

                                                                     March 31,
                                                               --------------------
ASSETS                                                           2000         1999
Current Assets:                                                --------    --------
<S>                                                            <C>         <C>
  Cash .....................................................   $      6    $     85
  Marketable securities ....................................         --       2,372
  Accounts receivable, less allowance for doubtful
  accounts of ..............................................     11,676      14,499
    $2,100 in 2000 and $1,615 in 1999
  Inventories ..............................................        579       1,653
  Prepaid expenses and other current assets ................        156         267
                                                               --------    --------

  Total Current Assets .....................................     12,417      18,876
Revenue producing equipment, net ...........................        558         901
Fixed assets, net ..........................................      1,191       2,100
Other ......................................................        184          93
                                                               --------    --------

  Total Assets .............................................     14,350      21,970
                                                               ========    ========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
  Notes payable - revolving credit facility ................      7,545       7,765
  Current portion of notes payable - other .................      1,400         857
    Current portion of notes payable-term loan .............        192         150
     Margin payable ........................................         --       1,281
  Accounts payable .........................................      3,714       5,517
  Accrued expenses and other current liabilities ...........      3,030       2,245
  Current portion of capital lease - Facility ..............         --         232
  Current portion of other capital lease obligations .......        333         430
                                                               --------    --------

      Total Current Liabilities ............................     16,214      18,477

12% Subordinated Debentures ................................      6,250       6,250
Notes payable - term loan ..................................        462         600
Notes payable - other, less current portion ................      3,287         109
Other capital lease obligations, less current portion ......        141         388
                                                               --------    --------

      Total Liabilities ....................................     26,354      25,824

Commitments and Contingencies (See Notes 9 and 11)
Stockholders' Deficiency:
  Preferred Stock, $.01 par value: authorized 3,650,000
  shares; no shares issued and outstanding
  Preferred stock, $.01 par value; 6% cumulative
  convertible, $223 and $223liquidation preference in
  2000 and 1999, respectively, authorized 1,350,000
  shares; issued and outstanding 105,000 shares (2000)
  and  105,000 shares (1999) ...............................          1           1
  Common stock $0.1 par value; authorized 15,000,000
  shares;
  5,268,709 (2000) and 5,127,593 (1999)  shares issued
  and outstanding ..........................................         52          51
  Additional paid-in capital ...............................      7,628       7,606
  Accumulated other comprehensive loss .....................         --         (42)
  Accumulated deficit ......................................    (19,061)    (10,846)
                                                               --------    --------
                                                                (11,380)     (3,230)
  Less treasury stock (308,004 shares) at cost .............       (624)       (624)
                                                               --------    --------
Total Stockholders' Deficiency .............................    (12,004)     (3,854)
                                                               --------    --------

Total Liabilities and Stockholders' Deficiency .............   $ 14,350    $ 21,970
                                                               ========    ========
</TABLE>

                 See notes to consolidated financial statements.

                                       F-3
<PAGE>
                       ACCUHEALTH, INC. AND SUBSIDIARIES

          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
            (AMOUNTS IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA)
<TABLE>
<CAPTION>

                                                             -----------------------------------------
                                                                        Years Ended March 31,
                                                             -----------------------------------------
                                                                 2000           1999           1998
                                                             -----------    -----------    -----------
<S>                                                          <C>            <C>            <C>
Net sales ................................................   $    33,003    $    38,127    $    31,673
Cost of goods sold .......................................        23,556         24,065         16,924
                                                             -----------    -----------    -----------
   Gross profit ..........................................         9,447         14,062         14,749
Selling, general and administrative expenses .............        14,709         17,913         14,105
Merger related costs .....................................            --             --            295
                                                             -----------    -----------    -----------
Operating income (loss) ..................................        (5,262)        (3,851)           349
Other Income Expense:
   Net interest expense ..................................        (2,325)        (1,627)          (814)
   Miscellaneous (expense) income ........................           (84)            12             93
   Loss on Sale of Building ..............................          (502)            --             --
                                                             -----------    -----------    -----------
Income (Loss) Before Income Taxes ........................        (8,173)        (5,466)          (372)
Income Tax (Expense) Benefit .............................           (30)            90           (104)
                                                             -----------    -----------    -----------


                                                             -----------    -----------    -----------
Net loss .................................................        (8,203)        (5,376)          (476)
Redeemable preferred stock dividends and accretion .......           (13)           (87)          (162)
                                                             -----------    -----------    -----------
Net loss applicable to common stockholders ...............   $    (8,216)   $    (5,463)   $      (638)
                                                             ===========    ===========    ===========

Weighted average common stock outstanding:
   Basic .................................................     4,836,823      4,417,711      3,243,192
   Diluted ...............................................     4,836,823      4,417,711      3,243,192

Earning (loss) per share data:
   Basic .................................................   ($     1.70)   ($     1.22)   ($     0.20)
   Diluted ...............................................   ($     1.70)   ($     1.22)   ($     0.20)

   Net loss ..............................................   $    (8,203)   $    (5,376)   $      (476)
Other Comprehensive loss, net of tax:
   Unrealized  loss on marketable  securities, net of tax
   benefits of $1 ........................................   $        --    $       (42)   $         0
                                                             -----------    -----------    -----------
      Total comprehensive loss ...........................   $    (8,203)   $    (5,418)   $      (476)
                                                             ===========    ===========    ===========
</TABLE>

                 See notes to consolidated financial statements.

                                       F-4
<PAGE>
                        ACCUHEALTH, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>

                             CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIENCY) EQUITY
                                      YEARS ENDED MARCH 31, 2000, 1999 and 1998
                               (Amounts in thousands, except shares and per share data)

                                      Preferred Stock        Common Stock
                                    ------------------- ---------------------
                                     Number     $.01      Number      $.01      Additional
                                       of        Par        of         Par       Paid-In
                                     Shares     Value     Shares      Value      Capital
                                    --------- --------- ----------- ---------  -----------
<S>                                 <C>           <C>    <C>            <C>       <C>
Balance, March 31, 1997...........  1,350,000 $   14     3,276,448  $   32        6,677
Healix equity adjustments before
  the acquisition.................                                                  110
Issuance of common stock in
  connection
  with the merger.................                         300,000       3          555
Preferred stock dividends paid with
  common stock - July 25, 1997....                          45,556       1           80
Preferred stock dividends paid with
  common stock - January, 1998....                          35,354                   81
Redemption of shares..............                         (59,386)                (118)
Net loss..........................
                                    --------- --------- ----------- ---------  -----------
Balance - March 31, 1998..........  1,350,000 $   14     3,597,972  $   36        7,385
Healix loss for six months ended
  March 31, 1998 (unaudited)......
Preferred stock dividends paid with
  common stock - June 1, 1998.....                          46,526       1           80
Preferred stock conversion into
  common stock.................... (1,245,000)   (13)    1,431,750      14           (1)
Conversion of debt to common stock                          46,957                  136
Preferred stock dividends paid with
  common stock - December 1998....                           4,388                    6
Unrealized loss on marketable
  securities......................
Net Loss..........................
                                    --------- --------- ----------- ---------  -----------
Balance, March 31, 1999...........    105,000 $    1     5,127,593  $   51       $7,606

Preferred stock dividends paid
  with common stock June 1999 ....                           9,161                    6

Issuance of common stock to
  employees ......................                         103,157       1           10

Preferred stock dividends paid
  with common stock December 1999.                          28,798      --            6

Reclassification adjustments of
  losses included in net loss ....

Net loss .........................

                                    --------- --------- ----------- ---------  -----------
Balance, March 31, 2000 ..........    105,000 $    1     5,268,709  $   52         7,628
                                    ========= ========= =========== =========  ===========

                                      F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
     CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIENCY) EQUITY (CONTINUED)
                    YEARS ENDED MARCH 31, 2000, 1999 and 1998
            (Amounts in thousands, except shares and per share data)


                                                 Treasury Stock
                                               -----------------
                                                Number              Other
                                      Retained    of            Comprehensive
                                      Earnings  Shares    Cost     (loss)       Total
                                      -------- -------- -------- ------------ --------
<S>                                    <C>     <C>        <C>      <C>          <C>
Balance, March 31, 1997...........     (3,793) (308,004) $ (624)                2,306
Healix equity adjustments before
  the acquisition.................                                                110
Issuance of common stock in
  connection
  with the merger.................                                                558
Preferred stock dividends paid with
  common stock - July 25, 1997....        (81)                                      0
Preferred stock dividends paid with
  common stock - January, 1998....        (81)                                      0
Redemption of shares..............                                               (118)
Net loss..........................       (476)                                   (476)
                                     --------- --------  -------- ------------ --------
Balance - March 31, 1998..........     (4,431) (308,004) $ (624)                 2,380
Healix loss for six months ended
  March 31, 1998 (unaudited)......       (952)                                   (952)
Preferred stock dividends paid with
  common stock - June 1, 1998.....        (81)
Preferred stock conversion into
  common stock....................
Conversion of debt to common stock                                                136
Preferred stock dividends paid with
  common stock - December 1998....         (6)                                      0
Unrealized loss on marketable
  securities......................                                      (42)      (42)
Net Loss..........................     (5,376)                                 (5,376)
                                     --------- --------  -------- ------------ --------
Balance, March 31, 1999...........   $(10,846) (308,004) $ (624)   $    (42)  $(3,854)

Preferred stock dividends paid
  with common stock June 1999 ....        (6)

Issuance of common stock to
  employees ......................                                                 11

Preferred stock dividends paid
  with common stock December 1999.        (6)                                      --

Reclassification adjustments of
  losses included in net loss ....                                       42        42

Net loss .........................     (8,203)                                  (8,203)

                                     --------- --------  -------- ------------ --------
Balance, March 31, 2000 ..........    (19,061) (308,004) $ (624)          --    (12,004)
                                     ========= ========  ======== ============ ========
</TABLE>

                                      F-6
<PAGE>
                       ACCUHEALTH, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            (AMOUNTS IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                         Years Ended March 31,
                                                                   -----------------------------
                                                                     2000       1999       1998
                                                                   -------    -------    -------
OPERATING ACTIVITIES
<S>                                                                <C>        <C>        <C>
Net loss .......................................................   $(8,203)   $(5,376)   $  (476)

Adjustments to reconcile net loss to net cash used in
 operating activities:
   Deferred income taxes .......................................        --        (90)       106
   Amortization of financing costs .............................                              12
   Realized loss/(gain) on sales of marketable securities ......        84        (12)        --
      Loss on sale of fixed assets .............................       502         --         --
      Depreciation and amortization ............................       717        775        692
   Stock based compensation ....................................        11         --         --
     Write off of goodwill .....................................        --      1,305         --
   Changes in operating assets and liabilities:
      Accounts receivable ......................................     2,823     (3,901)     (2,134)
      Inventories ..............................................     1,074       (184)      (167)
      Prepaid expenses and other current assets ................       111         29         19
      Other assets .............................................       (91)       436       (222)
      Deferred costs ...........................................        --         --       (121)
      Accounts payable .........................................     2,408        131      1,049
      Accrued expenses and other current liabilities ...........       787         91        275
                                                                   -------    -------    -------

      Cash provided by (used in) operating activities ..........       223     (6,796)      (967)
                                                                   -------    -------    -------
INVESTING ACTIVITIES
   Acquisition of goodwill .....................................        --         --        (32)
   Purchases of marketable securities ..........................      (758)    (4,382)        --
   Proceeds from sales of marketable securities ................     3,088      1,980         --
   Purchases of fixed assets and revenue producing equipment....      (576)       (83)      (204)
   Proceeds from sale of fixed assets ..........................       837         --         --
   Cash acquired in connection with acquisition ................        --         --         22
   Proceeds from (repayment of) margin payable .................    (1,281)     1,281         --
                                                                   -------    -------    -------
   Cash provided by  (used in) investing activities ............     1,310     (1,204)      (214)
                                                                   -------    -------    -------
FINANCING ACTIVITIES
   Proceeds from issuance of capital stock .....................        --         --         33
   Proceeds from sale of subordinated debentures ...............        --      6,250         --
   Proceeds from note payable - revolving credit facility, net
   of payments .................................................      (220)     3,028      2,208
   Repayment of notes payable - term loan ......................       (96)        --         --
   Repayment of notes payable, other, net ......................      (643)      (497)      (246)
   Principal payments on capital lease - facility ..............      (233)       (71)       (54)
   Payments on other capital lease obligations .................      (420)      (874)      (461)
                                                                   -------    -------    -------

     Cash provided by (used in) financing activities ...........    (1,612)     7,836      1,480
                                                                   -------    -------    -------

   Net increase (decrease) in cash .............................       (79)      (164)       299
   Net changes in cash from October 1, 1997 to
   March 31, 1998 of Healix (unaudited) ........................        --       (133)        --
   Cash at beginning of period .................................        85        382         83
                                                                   -------    -------    -------

   Cash at end of period .......................................   $     6    $    85    $   382
                                                                   =======    =======    =======
</TABLE>

                                      F-7
<PAGE>
                       ACCUHEALTH, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
            (AMOUNTS IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                         Years Ended March 31,
                                                                   -----------------------------
                                                                     2000       1999       1998
                                                                   -------    -------    -------
<S>                                                                <C>        <C>        <C>
Supplemental disclosure of cash flow information:
   Interest paid ...............................................   $ 1,267    $ 1,137    $   803
                                                                   =======    =======    =======
   Income taxes paid ...........................................   $    30    $    37    $    41
                                                                   =======    =======    =======
Noncash investing and financing activities:

   Additions to capital leases and notes payable ...............   $   228    $   774    $   820
   Goodwill recorded pursuant to acquisition....................        --         --      1,208
   Redemption of common shares..................................        --         --       (119)
   Conversion of liabilities to common stock....................        --        135         78
   Conversion of accounts payable to notes payable..............     4,212        600        350
   Write-off of property and equipment..........................        --         --         12
   Conversion of Preferred Stock to Common Stock ...............        12         13         --
   Unrealized Losses on Marketable Securities ..................        --         42         --
   Reclassification adjustment of losses included in net loss ..       (42)        --         --

The Company acquired the following noncash assets and
liabilities in connection with its acquisition of ProHealthCare
Infusion Services Inc. during fiscal year ended March 31, 1998:

   Accounts Receivable .........................................        --         --        658
   Inventory ...................................................        --         --         63
   Property and Equipment ......................................        --         --         65
   Accounts Payable ............................................        --         --       (902)
                                                                                         --------
         Total .................................................        --         --       (116)
</TABLE>

                 See notes to consolidated financial statements.

                                       F-8
<PAGE>

                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

1.       ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         DESCRIPTION OF BUSINESS

         Accuhealth Inc., ("Accuhealth") together with its subsidiaries
         (collectively, the "Company"), provides home health care services,
         including administration of a wide array of infusion therapies, sales
         of oral medications. The Company operates throughout the New York, New
         Jersey and Connecticut metropolitan area.

         BASIS OF PRESENTATION

         The consolidated financial statements include the accounts of
         Accuhealth, Inc. and its subsidiaries, all of which are wholly owned.
         Significant intercompany accounts and transactions have been eliminated
         in consolidation.

         On July 1, 1997, the Company consummated its acquisition of
         ProHealthCare Infusion Services, Inc. ("PHCIS") pursuant to an
         agreement and plan of merger, dated as of March 14, 1997, by and among
         the Company, ACH Acquiring Corp., a New Jersey corporation and a
         subsidiary of the Company, PHCIS, ProHealthCare, Inc., a Delaware
         corporation and the parent of PHCIS, Thomas Laurita and David Brian
         Cohen (the "PHCIS Merger Agreement"). The Company has determined that
         the initial merger consideration of 300,000 shares of Company Common
         Stock will be decreased by 59,386 shares of Company Common Stock
         pursuant to certain merger consideration adjustment provisions of the
         PHCIS Merger Agreement. The aggregate purchase price for the
         acquisition of ProHealthCare, Inc. stock was $1,208,000 which includes
         the cost of the acquisition, direct costs and assumption of certain
         liabilities of PHCIS. The acquisition has been accounted for by the
         purchase method of accounting. Pro forma disclosure information in
         connection with this transaction is not included because it is
         considered immaterial as it relates to the Company's financial
         statements in accordance with the regulations of the Securities and
         Exchange Commission.

         During the fiscal year ended March 31, 1999, management determined that
         the goodwill resulting from the PHCIS Acquisition was impaired and
         warranted write off of the remaining balance. The impairment resulted
         from a severe decline in revenue, primarily caused by the filing for
         liquidation of HIP of New Jersey in February 1999.

         On April 9, 1998, Accuhealth completed a merger with Healix Healthcare,
         Inc. ("Healix") whereby 1,488,850 shares of Accuhealth's common stock
         were exchanged for all of the outstanding common stock of Healix. Each
         share of Healix common stock was exchanged for .740721 shares of
         Accuhealth's common stock. The merger constituted a tax-free
         organization and has been accounted for as a pooling of interests.
         Accordingly, all prior period consolidated financial statements
         presented have been restated to include the combined results of
         operations, financial position and cash flows of Healix as though it
         had always been a part of the Company.

         Prior to the merger, Healix had a fiscal year end of September 30. The
         accompanying consolidated financial statements for the year ended March
         31, 1998 reflect restated numbers which combine financial statements
         for the twelve months ended March 31, 1998 of Accuhealth and September
         30, 1997 of Healix.

         Amounts shown in the consolidated statements of operations differ from
         those previously reported to stockholders due to a subsequent
         pooling-of-interests transaction. A reconciliation of sales and net
         income is as follows:

                                       F-9
<PAGE>

                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

                                                          Year Ended March 31
                                                       ------------------------
                                                                  1998
                                                       ------------------------
        Net Sales:
          The Company, as previously reported...             $   18,603
          Healix (pooled company) for twelve
          months ended September 30, 1997.......             $   13,070
                                                             ----------
                                                             $   31,673
                                                             ==========
        Net income (loss):
          The Company as previously reported....             $     (206)
          Healix (pooled company) for twelve
          months ended September 30, 1997.......             $     (271)
                                                             ----------
                                                             $     (477)
                                                             ==========

         MANAGEMENT PLANS

         Management has reduced the overhead by consolidating two operations
         into one, significantly reduced personnel costs, finalized payment
         arrangements with its largest trade creditor (see Note 6), eliminated
         non profitable business lines and ceased business with two managed care
         companies. The aforementioned is expected to enhance working capital.
         Further, significant collection efforts have been initiated, including
         engaging collection consultants and commencing several lawsuits.
         Management continues to negotiate better terms and financing from
         vendors and reducing corporate expenses. No assurances can be made that
         management will be successful in achieving its plans.

         INVENTORIES

         Inventories consist of over-the-counter and prescription drugs,
         infusion products and supplies, and home health care equipment and
         supplies and are priced at the lower of cost or market using the
         first-in, first-out ("FIFO") method.

         CONTRACTUAL ALLOWANCES

         Certain prescription pharmaceutical sales, medical equipment and supply
         revenues are recorded at the Company's established rates and reduced by
         estimated contractual allowances pursuant to third-party reimbursement
         arrangements.

         GOODWILL

         Goodwill in connection with the acquisitions is being amortized on a
         straight-line basis over a fifteen-year period. Amortization of
         goodwill charged to operations for the years ended March 31, 1999 and
         March 31, 1998 amounted to $96 and $56 respectively. In addition,
         $1,305 of unamortized goodwill has been written off during the last
         quarter ended March 31, 1999 as management determined such goodwill was
         impaired 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." The amount of goodwill impairment
         was measured based on the projected discounted future operating cash
         flows compared to the carrying value of goodwill.

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         Statement of Financial Accounting Standards No. 107, "Disclosures about
         Fair Value of Financial Instruments" requires that the Company disclose
         estimated fair values of financial instruments. The carrying amounts

                                      F-10
<PAGE>

                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

         reported in the statement of financial position for current assets and
         current liabilities qualifying as financial instruments is a reasonable
         estimate of fair value. The fair value of long-term debt is estimated
         to approximate fair market value based on the current rates offered to
         the Company for debt of the same remaining maturities.

         MERGER RELATED COSTS

         Merger transaction costs related to the Healix merger consists of fees
         for attorneys, accountants, financial printing and other expenses
         directly related to the merger. The Company recorded expenses incurred
         of $295 related to this merger in the period ended March 31, 1998.

         FIXED ASSETS AND REVENUE PRODUCING EQUIPMENT

         Fixed assets and revenue producing equipment are stated at cost.
         Depreciation is computed principally by the straight-line method over
         the estimated useful lives of the assets and for revenue producing
         equipment and leasehold improvements, over the shorter of the estimated
         useful lives or the term of the related leases.

         EARNINGS PER SHARE

         The Company calculated earnings per share in accordance with the
         provision of statements of accounting standards No. 128 Earnings per
         Share ("SFAS No. 128"). SFAS No. 128 eliminates the presentation of
         primary and fully diluted earnings per share ("EPS") and requires
         presentation of basic and diluted EPS. Basic EPS is computed by
         dividing income (loss) available to common stockholders by the
         weighted-average number of common shares outstanding for the year.
         Diluted EPS is computed by dividing the weighted average number of
         common shares and common stock equivalents outstanding during the year.
         For the year ended March 31, 1998 the weighted average number of common
         shares outstanding throughout the periods includes shares issued by
         Accuhealth as a result of the Healix merger. Common stock equivalents
         have been excluded from the weighted-average shares for 2000, 1999 and
         1998, as inclusion is anti-dilutive. Potentially diluted securities,
         which consist of convertible debentures, stock options and warrants,
         may be potentially diluted in the future. All prior period EPS data has
         been restated to conform to the new pronouncement.

         INCOME TAXES

         The Company files consolidated Federal, combined New York State and
         combined New York City income tax returns. The Company's method of
         accounting for income taxes is the liability method required by
         Statements of Accounting Standards No. 109, "Accounting for Income
         Taxes."

         Deferred income taxes reflect the tax effects of temporary differences
         between the carrying amounts of assets and liabilities for financial
         reporting purposes and the amounts used for income tax purposes.

         CASH AND CASH EQUIVALENTS

         The Company considers all highly liquid financial instruments with a
         maturity of three months or less when purchased to be cash equivalents.
         At March 31, 2000 and 1999, the Company had no cash equivalents.

         USE OF ESTIMATES

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

                                      F-11
<PAGE>
                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

         LONG-LIVED ASSETS

         In 1998, the Company adopted Statement of Financial Accounting
         Standards ("SFAS") No. 121, "Accounting for Impairment of Long-lived
         Assets and for Long-lived Assets to be Disposed of." In accordance with
         SFAS No. 121, the carrying values of long-lived assets are periodically
         reviewed by the Company and impairments are recognized if the expected
         future operating non-discounted cash flows derived from an asset are
         less than its carrying value.

         CONCENTRATIONS OF CREDIT RISK

         Concentrations of credit risk with respect to trade accounts receivable
         include amounts due from third party payers, primarily governmental
         agencies (Medicare and Medicaid). At March 31, 2000 and 1999, gross
         Medicare and Medicaid receivables aggregated $4,141 and $5,151
         respectively.

         Laws and regulations governing the Medicare and Medicaid programs are
         complex and subject to interpretation for which action for
         noncompliance includes fines, penalties, and exclusion from the
         Medicare and Medicaid programs. The Company believes that it is in
         compliance with all applicable laws and regulations.

         The Company's revenues from one customer accounted for 15%, 14% and 15%
         of the Company's net sales for the years ended March 31, 2000, 1999 and
         1998, respectively. At March 31, 2000, 1999 and 1998, 4%, 5% and 6%,
         respectively, of net accounts receivable was due from this customer.

         STOCK-BASED COMPENSATION

         In October 1995, the Financial Accounting Standards Board (FASB) issued
         Statement of Financial Accounting Standards No. 123, "Accounting for
         Stock-Based Compensation" ("SFAS 123"). SFAS 123 prescribes accounting
         and reporting standards for all stock-based compensation plans,
         including employee stock options, restricted stock, employee stock
         purchase plans and stock appreciation rights. SFAS 123 requires
         compensation expense to be recorded (i) using the new fair value method
         or (ii) using existing accounting rules prescribed by Accounting
         Principles Board Opinion No. 25, "Accounting for Stock Issued to
         Employees" ("APB 25") and related interpretations with pro forma
         disclosure of what net income and earnings per share would have been
         had the Company adopted the new fair value method. The Company intends
         to continue to account for its stock based compensation plans in
         accordance with the provisions of APB 25.

         COMPREHENSIVE INCOME

         In 1998, the Company adopted Statement of Financial Accounting
         Standards No. 130 ("SFAS No. 130"), "Reporting Comprehensive Income."
         SFAS No. 130 establishes standards for reporting and display of
         comprehensive income, its components and accumulated balances.
         Comprehensive income is defined to include all changes in equity except
         those resulting from investments by owners and distributions to owners.
         Among other disclosures, SFAS No. 130 requires that all items that are
         required to be recognized under current accounting standards as
         components of comprehensive income be reported in a financial statement
         that is displayed with the same prominence as other financial
         statements.

         BUSINESS SEGMENT

         In 1998, the Company adopted Statement of Financial Accounting
         Standards No. 131 ("SFAS No. 131"), "Disclosures About Segments of an
         Enterprise and Related Information", "which supersedes SFAS No. 14,
         "Financial Reporting for Segments of A Business Enterprise." SFAS No.
         131 establishes standards for the way that public enterprises report
         information about operating segments in annual financial statements and
         requires reporting of selected information about operating segments in
         interim financial statements regarding products and services,
         geographic areas and major customers. SFAS No. 131 defines operating
         segments as components of an enterprise about which separate financial
         information is available that is evaluated regularly by the chief

                                      F-12
<PAGE>
                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

         operating decision maker in deciding how to allocate resources and in
         assessing performance. The company has determined that under SFAS No.
         131, it operates in one segment of home health care services. The
         Company's customers and operations are within the United States.

         ADVERTISING COSTS

         Advertising cost are expensed as incurred and were $30, $57 and $18 for
         the years ended March 31, 2000, 1999 and 1998, respectively.

         NEW ACCOUNTING PRONOUNCEMENTS

         In June 1998, The Financial Accounting Standards Board issued statement
         No. 133 "Accounting for Derivative Instruments and Hedging Activities"
         which is required to be adopted in years beginning after June 15, 2000.
         Management does not anticipate that the adoption of the new statement
         will have a significant effect on results of operations or the
         financial position of the Company.

                                      F-13
<PAGE>
                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

2.       MARKETABLE SECURITIES/MARGIN PAYABLE

         Companies are required to classify each of their investments into one
         of three categories, with different accounting for each category. At
         March 31, 2000 and 1999, management has classified all their equity
         securities as available-for-sale securities, which are reported at fair
         market value, with unrealized gains and losses reported as other
         comprehensive income. Gains or losses on the sale of securities are
         recognized on a specific identification basis. The Company's investment
         in marketable securities for the years ended March 31, 2000 and 1999 is
         summarized as follows:

                                             March 31,
                                     ----------------------
                                       2000          1999
                                     ---------    ---------
Beginning balance ................   $   2,372    $       0

Purchases ........................   $     758        4,382
Sales ............................      (3,088)      (1,980)
Realized gain (loss) .............         (84)          12
Unrealized loss ..................          --          (42)
Reclassification adjustment
of losses included in net loss....          42           --
                                     ---------    ---------

Ending balance ...................   $       0    $   2,372

         The Company may purchase up to 50% of its investments on margin
         advances by its broker. Interest, which is payable at 7% amounted to$3
         and $31 during the years ended March 31, 2000 and 1999.

3.       REVENUE PRODUCING EQUIPMENT, NET

         The following summarizes the Company's investment in revenue producing
         equipment:

                                                March 31,
                                         ---------------------      Estimated
                                           2000          1999      Useful Lives
                                         --------      --------    ------------
Revenue producing                            (In Thousands)
   Equipment primarily under
   capital lease...................      $  2,493      $  3,154      3-5 years

Less accumulated depreciation
   and amortization................         1,935         2,253
                                         --------      --------

                                         $    558      $    901
                                         ========      ========

4.       GOING CONCERN

         As shown in the accompanying financial statements, the Company incurred
a net loss of $8,203 during the year ended March 31, 2000. As of March 31, 2000
the Company's current liabilities exceeded its current assets by $3,797 and its
total liabilities exceeded its total assets by $12,004. These factors, as well
as the uncertain conditions that the Company faces in its day-to-day operations,

                                      F-14
<PAGE>

                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

create an uncertainty as to the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern. The
continuation of the Company as a going concern is dependent upon the success of
future financing and generating sufficient revenue.

Management has taken action and is formulating additional plans to strengthen
the Company's working capital position and generate sufficient cash to meet its
operating needs through March 31, 2001 and beyond. Among the actions taken, the
Company is attempting to secure additional capital from venture capitalists
seeking to merge several heath care related companies. Also, negotiations are in
process with several trade vendors to convert the amounts owed them to long term
notes. No assurance can be made that the management will be successful in
achieving its plan.

5.       FIXED ASSETS
<TABLE>
<CAPTION>

                                                March 31,
                                        -----------------------             Estimated
                                          2000          1999              Useful Lives
                                        ----------    ----------        --------------
                                            (In Thousands)
<S>                                     <C>           <C>                  <C>
Land under capital lease..........      $       0     $     136

Building under capital lease......              0         1,226             40 years

Equipment, furniture and fixtures.          2,086         1,265            5-10 years

Leasehold improvements............              0             4            10-15 years

Equipment, furniture and fixture
   under capital leases...........            325           804            5-10 years

Building improvements.............            409           337             40 years
                                        ---------     ---------
                                            2,820         3,772

Less accumulated depreciation and
   amortization, including $260 in
   2000 and $651 in 1999 attributable
   to assets under capital leases..         1,629         1,672
                                        ---------     ---------
                                        $   1,191     $   2,100
                                        =========     =========
</TABLE>

6.       NOTES PAYABLE AND LONG-TERM DEBT

         NOTES PAYABLE - OTHER

         The Company converted a portion of its accounts payable into a notes
         payable to trade creditors in the principal amount aggregating $4,212
         and $600 during the years ended March 31, 2000 and 1999, respectively.
         These notes are payable in monthly installments of approximately $2 to
         $75 with interest rates ranging from 8.5% to 14.5%. The outstanding
         principal balance at March 31, 2000 and 1999 were $4,687 and $916,
         respectively.

                                      F-15
<PAGE>

                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

         The weighted average interest rate for notes payable-other was 11.1%,
         11.3%, and 11.7% for the years ended March 31, 2000, 1999, and 1998.
         The average amount of notes payable-other outstanding for the years
         ended March 31, 2000 and 1999 was approximately $1,453 and $1,159
         respectively. Notes payable - other are principally short-term in
         nature. As such, fair value approximates the carrying value.

         Maturities of notes payable at March 31, 2000 are as follows:

                 Fiscal Year                         Amount
                ------------                        --------

                  2001                               $1,400
                  2002                                  799
                  2003                                  766
                  2004                                  766
                  2005                                  766
                  There After                           190
                                                     ------
                                                     $4,687
                                                     ======

         NOTES PAYABLE - REVOLVING CREDIT FACILITY AND TERM LOAN

         In April 1994, the Company entered into a Loan and Security Agreement
         (the "Agreement") with Rosenthal and Rosenthal ("Rosenthal") to borrow,
         under certain conditions and terms, up to $2,500 at an interest rate of
         prime plus 4-7/8%. Borrowings under the Agreement are collateralized by
         certain assets of the Company, including accounts receivables,
         inventories, equipment and fixtures. The Company's ability to use this
         revolving credit facility is dependent upon the level of its eligible
         receivables, as defined in the Agreement. In addition, the Company
         granted Rosenthal warrants to purchase 70,000 shares of the Company's
         common stock (see Note 12).

         Effective February 1, 1996, the Company and Rosenthal amended the Loan
         and Security Agreement ("Amendment No. 1"). Amendment No. 1 extended
         the Agreement through April 28, 1997 and allowed the Company to borrow,
         under certain conditions and terms up to $3,500 (based on eligible
         accounts receivable, as defined) at an interest rate of prime plus 3
         7/8%. Effective February 1, 1997, the Company and Rosenthal amended the
         Loan and Security Agreement ("Amendment No. 2") to extend the Agreement
         through April 1, 1998 and reduce the interest rate to prime plus 2
         7/8%. In addition, the Company granted Rosenthal warrants to purchase
         an additional 30,000 shares of the Company's common stock (see Note
         12). Commencing April 28, 1996, the Company was required to pay a
         facility fee of $35 per annum, which Amendment No. 2 increased to $40
         per annum.

         Amendment No. 2 also provided a $500 term loan to the Company due on
         April 1, 1998 with interest payable monthly at a rate of prime plus 5%.

         Effective April 3, 1998, the Company agreed to an amendment of the Loan
         and Security Agreement. The amendment extended the agreement through
         April 1, 2000 and allows the Company to borrow, under certain
         conditions and terms, up to $9,000 under a revolving loan agreement at
         an interest rate of prime (prime at March 31, 1999 was 7.75%) plus 1
         1/2%, as well as an overdraft line of $1,000 at prime plus 3%. The
         amendment also increased the term loan available to the Company to
         $750. In addition, the Company granted Rosenthal warrants to purchase
         50,000 shares of the Company's common stock (see Note 12).

                                      F-16
<PAGE>

                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

         The Agreement expired on April 1, 2000 and although the Company has
         exceeded its borrowing under the Rosenthal formula, Rosenthal has
         continued funding the Company on a daily basis while the Company
         explores other financing alternatives. Rosenthal is not obligated to
         continue funding the Company and at its own discretion, place the loan
         in default. If Rosenthal institutes default then the Company's ability
         to continue as a going concern is significantly impaired.

         In connection with the RFE Investment Partners L.P. financing approval
         in July 1998 (see Note 6), the Company granted Rosenthal warrants to
         purchase 10,000 shares of the Company's common stock (See Note 13).

         The revolving credit facility and the term loan bear interest at
         variable market rates and as such the carrying value approximates their
         fair value. The weighted average interest rate, including the facility
         fee, for the years ended March 31, 2000, 1999 and 1998 was 10.7%, 10.8%
         and 13.1%, respectively. The amount outstanding at March 31, 2000 and
         1999 was $8,199 and $8,515, respectively.

7.       12% SUBORDINATED DEBENTURES

         On July 14, 1998 the Company entered into a Note Purchase Agreement
         with RFE Investment Partners L.P., ("RFE") whereby RFE purchased $5,000
         of the Company's 12% Subordinated Debentures. On August 21, 1998,
         Amendment No. 1 to the Note Purchase Agreement was executed, whereby
         Sterling/Carl Marks Capital, Inc. was added as an "Additional
         Purchaser". Sterling/Carl Marks Capital, Inc. purchased an additional
         $750 of 12% Subordinated Debentures. On October 26, 1998, Amendment No.
         2 to the Note Purchase Agreement was executed, whereby Austin Marxe was
         added as an "Additional Purchaser". Austin Marxe purchase an additional
         $500 of 12% Subordinated Debentures.

         Interest on the debentures is payable quarterly, in arrears. The
         Company has accrued six quarterly interest payments, as permitted in
         the agreement, which would otherwise be due. Such accrued interest
         payments bear interest at the same rate and are payable on the same
         terms as original interest on the debentures. The Company may further,
         at its sole discretion, pay any quarterly interest payments by
         executing an Interest Series Note in the amount of the interest due.

         Maturity dates on the above debentures are July 14, August 26, and
         October 26, 2003 for RFE, Sterling/Carl Marks Capital, Inc. and Austin
         Marxe, respectively.

         At the option of the note holders, the notes can be converted into
         shares of common stock equal to the quotient obtained by dividing the
         aggregate principal amount by the Conversion Price, as defined. The
         initial Conversion Price is $2.875 and the Conversion Price is subject
         to adjustment as set forth in the agreement. If a Conversion Event, as
         defined, occurs, the notes will be mandatory converted into the shares
         of common stock.

         In addition, on the maturity date, the Company is required to deliver a
         Common Stock Warrant, as defined, to each of the holders with an
         exercise price per share equal to $0.01, to purchase certain shares of
         the Company's common stock. The number of shares of Common Stock to be
         purchased will be computed based upon a pre-determined formula as
         prescribed in the agreement.

8.       PROVISION FOR UNCOLLECTIBLE AMOUNT DUE FROM MAJOR CUSTOMER

         Since December 1996, the Company has been providing services to HIP
         Health Plan of New Jersey ("HIP"). In October 1997, HIP entered into a
         contract with Pinnacle Health Enterprises ("PHE"), a subsidiary of PHP
         Health Care Corporation (PHP), wherein PHE would manage the medical
         risk and provide all the health care services and supplies to HIP
         members and pay claims and contracts with providers on behalf of HIP.
         HIP requested that the Company coordinate its HIP network management
         and provider services and forward its invoices to PHE for processing
         and payment.

         On November 19, 1998, PHP, including PHE, filed for protection under
         Chapter 11 of the U.S. Bankruptcy Code. This action followed HIP's
         announced intention to terminate its Health Services Agreement with
         PHE.

                                      F-17
<PAGE>

                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

         In December 1998, the Company received $795, representing 30% of open
         claims through November 20, 1998 and increased its allowance for
         doubtful accounts for the remaining balance of $1.1 million. This was
         in concert with the HIP Rehabilitation Plan implemented by the State of
         New Jersey.

9.       CAPITAL LEASE OBLIGATIONS

         The Company leases certain equipment, furniture and fixtures, rental
         equipment and leasehold improvements under capital lease agreements
         which expire through December 2004.

         CAPITAL LEASE-FACILITY

         The Company previously occupied a pharmacy warehouse and office
         facility (the "Facility") which was obtained under a ten-year lease
         (the "Lease Agreement") with the New York City Industrial Development
         Agency (the "Agency") as lessor. The Agency issued to National
         Westminster Bank, U.S.A. (now "Fleet") $1,072 principal amount of its
         Industrial Development bonds (the "Bonds") pursuant to an Indenture of
         Mortgage and Agreement dated April 1, 1989 (the "Indenture") which
         created a lien on the facility. The Company also paid $228 in order for
         the Agency to purchase the warehouse.

         At the end of the term of the lease, the Company purchased the Facility
         for one dollar pursuant to the terms of the capital lease. In March
         2000 the building was sold for a loss of $502.

         In lieu of rent the Company paid principal on the Bonds in quarterly
         installments of $18, plus interest at the rate of prime plus 1%. A
         final balloon payment of $232 plus interest thereon was paid on
         September 23, 1999.

         OTHER CAPITAL LEASES

         The Company leases durable medical equipment and computers under
         capital lease agreements which extend through March 31, 2004 with
         interest rates ranging from 6.50% to 16.71%.

         Future minimum cash payments under capital leases with initial or
         remaining noncancellable lease terms in excess of one year at March 31,
         2000 are as follows:

                                                           Other Capital
                           Fiscal Year                        Leases
                           -----------                     -------------
                2001.................................        $    365
                2002.................................             100
                2003.................................              53
                2004.................................              22
                                                             --------
                                                                  540

                Less interest........................              66
                                                             --------
                Present value of net minimum
                obligations..........................             474
                Less current portion.................             333
                                                             --------
                Long term obligations at March 31, 2000      $    141
                                                             ========

                                      F-18
<PAGE>

                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

10.      CONTINGENCIES

         There is one significant judgment against the Healix Health Care, Inc.
         a/k/a Accuhealth/Healix Health, Inc. in the amount of approximately
         $143. The Company is attempting to negotiate a payment plan.

         In June 1995, a former employee had commenced an action in Supreme
         Court, New York County, New York against the Company and certain of its
         former and current officers, directors and shareholders. The action
         alleged that the Company breached plaintiff's employment agreement by
         withholding at least $750 in commissions allegedly owed to him. As of
         June 1998, this matter had thought to have been settled through court
         recommended mediation. In May 1999 the former employee petitioned the
         court to reopen the matter. The matter is still pending with the court;
         however, management believes there will be no material adverse effect
         on the Company's consolidated financial position, results of operations
         or cash flows.

         There are several other lawsuits against the Company aggregating less
         than $200. The Company's management believes it has meritorious
         defenses.

11.      6% CONVERTIBLE PREFERRED STOCK

         On December 14, 1994 and January 30, 1995, the Company completed the
         sale at $2.00 per share, of 1,325,000 shares of redeemable convertible
         preferred stock (the "Preferred Stock") with a 6% per annum cumulative
         dividend. During the quarter ended December 31, 1995, the Company sold
         at $2.50 per share, 25,000 additional shares of Preferred Stock to
         certain officers and directors of the Company. The Preferred Stock is
         convertible at any time at the option of the holder, subject to
         antidilution adjustments, into 1,350,000 shares of common stock. On
         October 10, 1998, 1,245,000 shares were converted in common shares at a
         15% premium per an agreement with the Preferred stock holders.
         Accordingly, 1,431,750 shares of common stock were issued, leaving
         105,000 shares of Preferred Stock outstanding. The holders of the
         Preferred Stock are entitled to voting rights equivalent to that of the
         common stock. The Preferred Stock is senior to the common stock in the
         event of a liquidation of the Company. The liquidation preference is
         $2.00 per share plus accrued and unpaid dividends.

         The Preferred Stock was subject to mandatory redemption requirements of
         up to $4.00 per share plus accrued dividends. As of June 16, 1995, the
         6% Convertible Preferred shareholders agreed to modify their
         stockholder agreements to negate the mandatory redemption requirements.
         This modification eliminates the need for recognition of accretion
         effective June 16, 1995, and results in the 6% Convertible Preferred
         Shares being classified as equity rather than debt.

         The Company is obligated to pay annual dividends of $.12 per share on
         its 105,000 outstanding shares of Preferred Stock. Such dividends
         accrue daily, are payable each June 1 and December 1 and, at the
         election of the Company, may be paid in shares of Common Stock valued
         in accordance with the terms of such stock. Dividends on the Company's
         Preferred Stock are payable in preference and priority to any payment
         of any dividends on the common stock.

12.      COMMITMENTS

         OPERATING LEASES

         A vendor has a security interest in certain assets of the Company,
         including accounts receivable, inventories, equipment and fixtures.
         This security interest is subordinate and junior in all respects to the
         Loan and Security Agreement.

         To enhance productivity and provide technological enhancements, the
         Company signed a lease in June 1999 to rent 37,000 square feet in
         Yonkers, New York, where it moved in December 1999 to consolidate its
         offices and warehouses at an average cost of approximately $26,000 per
         month over the life of the lease. The initial term is for a period of
         sixty-five months with two renewals each for a sixty-month period.

                                      F-19
<PAGE>

                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

         Future minimum cash payments under Leases with initial or remaining
         noncancellable lease terms in excess of one year at March 31, 2000 are
         as follows:

               2001               $   404
               2002                   323
               2003                   333
               2004                   343
               2005                   353
               Thereafter              29
                                  -------
                                    1,785

         Less: sublease income to
               be received            130
                                  -------

                                  $ 1,655

         Rent expense for the years ended March 31, 2000, 1999 and 1998 were
         $401, $261 and $173, respectively.

         Rental income for the years ended March 31, 2000, 1999 and 1998 were
         $68, $0 and $0, respectively.

         RELATED PARTY TRANSACTIONS

         A director has a consulting arrangement with the Company whereby he
         receives a consulting fee of $3 per month inclusive of an office
         expense reimbursement of $1 per month. Another director has a
         consulting arrangement with the Company whereby he receives a
         consulting fee of $1 per month for serving as the Medical Director to
         the Company. In addition he receives reimbursement for expenses of
         approximately $1 per month.

         The Company's president/chief executive officer has a loan payable to
         the Company in the amount of $100 due on demand bearing interest at 8%
         per year and is collateralized by 50,000 shares of the Company's
         preferred stock.

         EMPLOYMENT AGREEMENT

         At the Company's Board of Directors meeting on June 25, 1998, the
         Company renewed its employment agreement with its President and Chief
         Executive Officer through May 2, 2001. Under the employment agreement,
         the Company's President and Chief Executive Officer is entitled to an
         annual salary at a rate of $275 and 62,500 restricted shares of the
         Company's common stock.

13.      STOCK OPTIONS AND WARRANTS

         In September 1988, the Company adopted, and in September 1994 amended,
         the 1988 Stock Option Plan ("Stock Option Plan"). In 1999, the Company
         adopted a 1998 stock option plan, whereby all options granted under the
         1988 Option Plan will be rolled over to the 1998 stock option plan.
         Under the plan, an aggregate maximum of 2,000,000 shares of the
         Company's common stock may be granted. The Stock Option Plan is
         administered by the Board of Directors, who are responsible for
         determining the individuals who will be granted options, the number of
         shares to be subject to each option, the option price per share, and
         the exercise period of each option. The option price may not be less
         than the fair market value of the Company's common stock. The fair
         market value is defined in the Stock Option Plan to be the mean between
         the closing bid and the closing asked prices for the common stock of
         the Company on the date of grant. No option may have a term in excess
         of ten years. As to any stockholder who owns 10% or more of the
         Company's common stock the option price per share will be no less than
         110% of the fair market value of the Company's common stock on the date
         of grant and such options shall not have a term in excess of five
         years.

                                      F-20
<PAGE>

                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

         During the years ended March 31, 2000 and 1999, the Board of Directors
         granted a total of 130,000 and 152,500 options, respectively, to
         purchase shares of the Company's common stock to employees with
         exercise prices ranging from $.43 to $2.875 per share. These options
         are exercisable in four equal annual increments.

                                                                 Weighted
                                                                 Average
                                                                 Exercise
                                                                   Price
                                                 Shares          Per Share
                                                --------------------------

         Outstanding at March 31, 1998..         371,250           $  2.22
         Granted .......................         152,500              2.88
         Cancelled .....................          (4,500)            (1.95)
                                                --------           -------
         Outstanding at March 31, 1999..         519,250              2.37
         Granted .......................         130,000               .44
         Cancelled .....................        (288,500)            (2.55)
                                                --------           -------
         Outstanding at March 31, 2000..         360,750              1.53
                                                ========           =======
         Exercisable at March 31, 1998..          66,450              2.22
         Exercisable at March 31, 1999..         184,800              2.29
         Exercisable at March 31, 2000..         140,950              2.14

         Separate from options issued under the Stock Option Plan, in February
         1992, the Board of Directors granted to three former directors of the
         Company a total of 60,000 options to purchase shares of the Company's
         common stock ("1992 Options"). The exercise price of the 1992 Options
         is the mean between the closing bid and the closing asked prices for
         the common stock of the Company on the date of grant, which was $4.75.
         These options may be exercised in 25% increments on the first, second,
         third and fourth anniversary of the date of issue, and have a term of
         ten years. There were 16,000 options outstanding as of March 31, 2000.

         During fiscal 1995, separate from options issued under the Stock Option
         Plan, the Company granted options to purchase 352,500 of common shares
         to officers and directors ("1995 Options"). The exercise prices of the
         1995 Options range from $2.00 to $3.00. At March 31, 2000 and 1999,
         37,500 and 295,000 shares of option are vested and 265,000 and -0-
         options were cancelled, respectively. There were 37,500 options
         outstanding as of March 31, 2000.

         In September 1995, separate from options issued under the Stock Option
         Plan, the Company granted options to purchase 45,000 of the Company's
         common shares to directors ("1996 Options"). The exercise price of the
         1996 Options are $1.875 with the shares vesting over five years from
         the date of issuance.

         In June 1996, separate from options issued under the Stock Option Plan,
         the Company granted options to purchase 45,000 of the Company's common
         shares to directors ("1997 Options"). The exercise price of the 1997
         Options are $1.625 with the shares vesting over five years from the
         date of issuance.

         In June 1996, separate from options issued under the Stock Option Plan,
         the Company granted options to purchase 50,000 of the Company's common
         shares to a director ("June 1996 Options"). The exercise price of the
         June 1996 Options are $1.625 with the shares vesting over five years
         from the date of issuance.

         In October 1996, separate from options issued under the Stock Option
         Plan, the Company granted options to purchase 20,000 of the Company's
         common shares to employees ("1997 Options"). The options carry an
         exercise price of $2.125 and vest over five years from the date of
         issuance. At March 31, 2000, 10,000 shares of option were cancelled and
         10,000 shares of option were outstanding.

                                      F-21
<PAGE>

                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

         In October 1997, separate from options issued under the Stock Option
         Plan, the Company granted options to purchase 40,000 of the Company's
         common shares to directors ("1998 Options"). The exercise price of the
         1998 options are $2.125, with the shares vesting over five years from
         the date of issuance.

         During fiscal 1998, separate from options issued under the Stock Option
         Plan, the Company granted options to purchase 70,000 of the Company's
         common shares to employees ("1998 Options"), with exercise prices
         ranging from $2.00 to $2.125. These options vest ratably in four equal
         increments beginning one year from date of issuance. At March 31, 2000,
         50,000 shares of option were cancelled.

         During fiscal 1999, separate from options issued under the Stock Option
         Plan, the Company granted options to purchase 40,000 of the Company's
         common shares to directors ("1999 Options"). The exercise price of the
         1999 options are $2.875, with the shares vesting over five years from
         the date of issuance.

         As of March 31, 2000 and 1999 an aggregate 1,310,750 and 1,147,750
         shares, respectively, of the Company's common stock are reserved for
         issuance under the Stock Option Plan, and the 1992, 1995, 1996, 1997,
         1998, 1999 and 2000 options. As of March 31, 2000, 326,450 shares of
         such options are exercisable.

         During fiscal 2000, separate from options issued under the Stock Option
         Plan, the Company granted options to purchase 486,500 of the Company's
         common shares to officers and directors ("2000 Options"). The exercise
         price of the 2000 options are $.44, with these options vesting ratably
         in five equal increments beginning one year from the date of issuance.

         Pro forma information regarding net income and earnings per share is
         required by SFAS 123, and has been determined as if the Company had
         accounted for its employee stock options under the fair value method of
         SFAS 123. The fair market value for these options was estimated at the
         date of grant using Black-Scholes option-pricing model with the
         following weighted-average assumptions for 2000, 1999 and 1998:

                                                             March 31,
                                                   ---------------------------
         Assumption                                  2000      1999      1998
         ----------                                -------   -------   -------

         Risk-free rate                              6.15%     5.34%     5.47%
         Dividend yield                                 0%        0%        0%
         Volatility  of  the  expected  market
         price of the Company's common stock       251.85%    108.5%     94.9%
         Average life                              5 years   5 years   5 years

         The Black-Scholes option valuation model was developed for use in
         estimating the fair value of traded options which have no vesting
         restrictions and are fully transferable. In addition, option valuation
         models require the input of highly subjective assumptions including the
         expected stock price volatility.

         Because the Company's employee stock options have characteristics
         significantly different from those of traded options, and because
         changes in the subjective input assumptions can materially affect the
         fair value estimate, in management's opinion, the existing models do
         not necessarily provide a reliable single measure of the value of its
         employee stock options.

                                      F-22
<PAGE>

                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

         For purposes of pro forma disclosures, the estimated fair value of the
         options is amortized to expense over the vesting period of the options.
         The Company's pro forma information follows:

                                                     Years Ended March 31,
                                              ----------------------------------
                                                 2000        1999         1998
                                              --------     --------     -------

         Pro forma net loss                   ($8,148)     ($5,692)     ($704)

         Pro forma net loss per share          ($1.69)      ($1.29)     ($.22)

         The weighted average fair value of options granted during the years
         ended March 31, 2000, 1999 and 1998 were $.44, $.86 and $1.86,
         respectively, for shares granted. The weighted-average remaining
         contractual life of options exercisable at March 31, 2000 is 3 years.
         The exercise prices range from $.44 to $4.75 for options outstanding as
         of March 31, 2000.

         In April 1994, pursuant to the terms of a Loan and Security Agreement
         (see Note 4), the Company granted to a financing company warrants to
         purchase 70,000 shares of common stock at a price of $2.00 per share.
         On February 1, 1996, the Company granted warrants to purchase an
         additional 30,000 shares of common stock at $2.50 per share expiring on
         April 28, 1998. On February 1, 1997, the expiration date of the 100,000
         warrants was amended to be the later of April 1, 2001 or thirty-six
         months following the last day of any term to which the Loan Commitment
         has been extended and the exercise price for all warrants was restated
         to $2.00 per share. During the year ended March 31, 1999, the Company
         granted to this financing company two warrants to purchase 50,000 and
         10,000 shares of the Company's common stock at a price of $2 and $2.875
         per share, respectively, expiring on July 1, 2003. These 60,000 shares
         of warrants have been valued at $0.88 per share in accordance with SFAS
         123. As of March 31, 2000, no warrants have been exercised and an
         aggregate of 160,000 of the Company's common stock are reserved for
         issuance under these warrants.

14.      EMPLOYEE SAVINGS AND PROFIT SHARING PLAN

         In December 1986, the Company established a profit sharing and thrift
         plan (the "Plan") covering substantially all eligible employees. The
         Plan qualifies under Section 401(k) of the Internal Revenue Code. The
         Company has the option to match contributions equal to 25% of an
         eligible employee's pre-tax 401(k) contribution. The matching
         contribution is limited for any part of an eligible employee's pre-tax
         401(k) contribution which exceeds 10% of their compensation.

         At the discretion of the Board of Directors, the Company may also make
         additional contributions dependent on profits each year for the benefit
         of eligible employees under the Plan. The Company's contribution to the
         Plan was approximately $0, $71, and $33 for the years ended March 31,
         2000, 1999 and 1998, respectively.

         In August 1995, the Company adopted a deferred compensation plan for
         the Board of Directors (the "Directors Plan"). Under the Directors
         Plan, a director may elect to defer receipt of all or a specified
         portion of his or her compensation. As of March 31, 2000, no director
         had elected to defer any portion of his or her compensation.

                                      F-23
<PAGE>

                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

15.      INCOME TAXES

         The Company had net deferred assets and liabilities as follows:

                                                       March 31,
                                             ---------------------------
                                               2000               1999
                                             ---------         ---------
         Federal, State and Local Net
         Operating Loss Carry forwards..     $   6,651         $   3,075

         Allowance for Doubtful Accounts           945               727

         Business Credit Carry-forwards.            52                52

         Other..........................           646               667
                                             ---------         ---------

         Total..........................         8,294             4,521

         Less:  Valuation Allowance.....        (8,294)           (4,521)
                                             ---------         ---------

         Net Deferred Assets............     $       0         $      (0)
                                             =========         =========

                                      F-24
<PAGE>

                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)

         The following is a reconciliation of the amount of the income tax
         expense (benefit) attributable to continuing operations to the amount
         of income tax that would result from applying the federal rate to
         pretax income from continuing operations:

                                               For the years ended
                                                     March 31,
                                          -------------------------------
                                             2000       1999       1998
                                          (Benefit)  (Benefit)  (Benefit)
                                          Liability  Liability  Liability
                                          ---------  ---------  ---------
         Income tax (benefit) at
           statutory rate at 34%.....      $(2,657)   $(1,216)   $  (162)

         Other decrease in valuation
           allowances related to the
           federal portion of
           continuing operations.....           30        (90)        --
         Amount attributable and
           pooling of interests....             --         --         26
         Loss producing no current
           benefit.................          2,657      1,216        240
                                          ---------  ---------  ---------
                                          $     30    $   (90)   $   104
                                          =========  =========  =========

         At March 31, 2000, based upon tax returns filed and to be filed, the
         Company has net operating loss carryforwards for U.S. tax purposes of
         approximately $14,293 of which $7,815 and $2,811 for the year ended
         March 31,2000 and 1999, respectively will expire in 2019 and 2020 and
         the remaining $3,667will begin to expire in 2010. A general business
         tax credit carryforward of approximately $52 available to reduce future
         payments of federal income taxes. The Company also has net operating
         loss carryforwards for New York State and City tax purposes of
         approximately $15,246 and $15,243, respectively.

         The valuation allowances increased $3,773 in 2000, increased $2,234 in
         1999. These amounts are equal to the changes in deferred tax assets to
         reflect the uncertainty as to realization of such assets.

         The availability of net operating loss carryforwards and general
         business tax carryforwards is subject to various limitations under the
         Internal Revenue Code of 1986 as amended (the "Code"). Although a
         formal study has not been performed, it appears that as of March 31,
         1995, the Company may have undergone an ownership change as defined by
         Section 382 of the Code. The effect of such an ownership change is to
         limit the amount of taxable income and tax liability that can be offset
         in any tax year by the net operating loss and credit carryovers.

16.      SUBSEQUENT EVENTS

         On May 24, 2000 the Company signed an Asset Purchase Agreement to sell
         its Durable Medical Equipment Business consisting of inventory and the
         customer base for approximately $800. Under the terms of the agreement,
         the Company will receive approximately $338 in cash (including a $98
         non-refundable deposit), $425 in notes and the purchaser will assume
         lease obligations of approximately $87. The sale is subject to
         transferring the assets free of all liens; and, accordingly, the
         Company is in process of negotiating the release of the liens. The
         Company has until September 24, 2000 to obtain releases or the sale
         will be terminated. During this time, the purchaser is operating the
         business under an interim management agreement and is responsible for
         all expenses in connection with such operation.

         In June 2000 Rosenthal purchased a $205 judgment against the Company
         from a drug distributor presenting in Chapter 11 of the Bankruptcy Code
         for $100 and is awaiting the Bankruptcy Court's approval. The $100 will
         be treated as an additional loan advance under the Rosenthal agreement.

                                      F-25
<PAGE>

                        ACCUHEALTH, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            (Amounts in thousands, except shares and per share data)


                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>

           Column A                Column B       Column C      Column D      Column E
          ----------             ------------    ----------    ----------   -------------

                                                 Additions
                                  Balance at     Charged to
                                 Beginning of     Cost and                   Balance at
                                    Period        Expenses     Deductions   End of Period
                                 ------------    ----------    ----------   -------------
<S>                                <C>             <C>           <C>           <C>
Year Ended March 31, 1998
Allowance for Doubtful Accounts    $   361         $   336       $   181       $   516

Year Ended March 31, 1999
Allowance for Doubtful Accounts    $   516         $ 3,175       $ 2,076       $ 1,615

Year Ended March 31, 2000
Allowance for Doubtful
Accounts                           $ 1,615         $ 2,606       $ 2,121       $ 2,100
</TABLE>

                                      F-26
<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,
thereunto duly authorized.

                                           ACCUHEALTH, INC.

Date:  July 14, 2000                   By: /s/ GLENN C. DAVIS
                                           -------------------------------------
                                           Glenn C. Davis
                                           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.

Date:  July 14, 2000                   By: /s/ STANLEY GOLDSTEIN
                                           -------------------------------------
                                           Stanley Goldstein
                                           Chairman of the Board of Directors

Date:  July 14, 2000                   By: /s/ GLENN C. DAVIS
                                           -------------------------------------
                                           Glenn C. Davis
                                           Chief Executive Officer,
                                           President and Director

Date:  July 14, 2000                   By: /s/ E. VIRGIL CONWAY
                                           -------------------------------------
                                           E. Virgil Conway,
                                           Director

Date:  July 14, 2000                   By: /s/ JEFFREY S. FREED, M.D.
                                           -------------------------------------
                                           Jeffrey S. Freed, M.D.
                                           Director

Date:  July 14, 2000                   By: /s/ HOWARD C. LANDIS
                                           -------------------------------------
                                           Howard C. Landis
                                           Director

Date:  July 14, 2000                   By: /s/ DONALD B. LOURIA, M.D.
                                           -------------------------------------
                                           Donald B. Louria, M.D.
                                           Director

Date:  July 14, 2000                   By: /s/ SALLY HERNANDEZ-PINERO
                                           -------------------------------------
                                           Sally Hernandez-Pinero, Director

Date:  July 14, 2000                   By: /s/ CORBETT A. PRICE
                                           -------------------------------------
                                           Corbett A. Price, Director