UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                      For the Quarter ended March 31, 2000

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



                           Commission File No. 0-27159

                         National Rehab Properties, Inc.
                 (Name of Small Business Issuer in its charter)

         Nevada                                                       65-0439467
         (State or other jurisdiction of                        (I.R.S. Employer
         incorporation or organization                       Identification No.)

                   2921 NW Sixth Avenue, Miami, Florida 33127
                    (Address of principal executive offices)

                                 (305) 573-8882
                 (Issuer's Telephone Number Including Area Code)


                            MAS Acquisition XV Corp.
                 1710 E. Division St., Evansville, Indiana 47711
                 -----------------------------------------------
              (former name, former address and former fiscal year
                          if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                Yes x   No


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date:

Title of each class of Common Stock              Outstanding at May 23, 2000
-----------------------------------              ---------------------------
Common Stock, $0.001 par value                           14,890,379


           Transitional Small Business Disclosure Format (check one):
                                 Yes     No x



<PAGE>


                               TABLE OF CONTENTS

             FORM 10-QSB REPORT - FOR QUARTER ENDED MARCH 31, 2000

                        National Rehab Properties, Inc.

PART I

     Item 1.   Financial Statements
               Condensed Consolidated Balance Sheets -
               March 31, 2000 (unaudited) and September 30, 1999 (audited)    3

               Condensed Consolidated Statements of Operations                4
               Six months ended March 31, 2000 and 1999
               (unaudited)

               Condensed Consolidated Statements of Operations                5
               Three Months ended March 31, 2000 and 1999
               (unaudited)

               Condensed Consolidated Statements of Cash Flows                6
               Six months ended March 31, 2000 and 1999
               (unaudited)

               Notes to Financial Statements                                  7

     Item 2.   Management's Discussion and Analysis or Plan of Operation      8

     Item 3.   Quantitative and Qualitative Disclosures About Market Risk    10

PART II

     Item 1.   Legal Proceedings                                             10
     Item 2.   Change in Securities                                          10
     Item 3.   Defaults Upon Senior Securities                               10
     Item 4.   Submission of Matters to a vote of Security Holders           10
     Item 5.   Other Information                                             10
     Item 6.   Exhibits  and Reports on Form 8-K                             11

SIGNATURE PAGE                                                               11

                                      -2-
<PAGE>


                                     PART I

ITEM 1.           FINANCIAL STATEMENTS

<TABLE>
                National Rehab Properties, Inc. and Subsidiaries
                      Consolidated Condensed Balance Sheets


                                ASSETS

<CAPTION>
                                                                        MARCH 31,   SEPTEMBER 30,
                                                                           2000         1999
                                                                       (UNAUDITED)    (AUDITED)
                                                                       -----------   -----------
<S>                                                                    <C>           <C>
Current Assets:
     Cash and Cash Equivalents                                         $   152,721   $   411,257
     Inventory-Real Estate Holdings                                      1,477,550     1,216,381
     Subscriptions Receivable                                                    -       500,000
     Mortgages Receivable                                                   52,377        12,358
     Prepaid Expenses                                                        5,000        57,000
                                                                       -----------   -----------
          Total Current Assets                                           1,687,648     2,196,996

Property, Plant and Equipment (Net of$21,657 and $12,061
   accumulated depreciation at March 31, 2000
   and September 30, 1999)                                                  37,839        47,435

Other Assets:                                                              514,631       352,062
                                                                       -----------   -----------
          Total Assets                                                 $ 2,240,118   $ 2,596,493
                                                                       ===========   ===========


                                 LIABILITIES AND
                              STOCKHOLDERS' EQUITY


Current Liabilities:
     Accounts Payable and Accrued Expenses                             $     7,498   $    82,203
     Notes and Mortgages Payable                                         1,366,062     1,597,500
                                                                       -----------   -----------
          Total Current Liabilities                                      1,373,560     1,679,703

Stockholders' Equity:
     Common Stock, $.001 Par Value; authorized 100,000,000
       shares; issued and outstanding 14,890,379 and 9,054,773
       at March 31,000 and September 30, 1999                               14,890         9,055
     Common Stock Class A Voting, $.001 Par Value; authorized
       2,000,000 shares; issued and outstanding 1,000,000 and
       1,000,000 at March 31,000 and September 30, 1999                      1,000         1,000
     Additional Paid In Capital                                          1,565,188     1,324,190
     Accumulated Deficit                                                  (714,520)     (417,455)
                                                                       -----------   -----------
          Total Stockholders' Equity
                                                                           866,558       916,790

          Total Liabilities and Stockholders' Equity                   $ 2,240,118   $ 2,596,493
                                                                       ===========   ===========

</TABLE>

                                      -3-
<PAGE>

<TABLE>
                National Rehab Properties, Inc. and Subsidiaries
                 Consolidated Condensed Statements of Operations

<CAPTION>
                                                  For the Six months Ended
                                              March 31, 2000     March 31, 1999
                                               (unaudited)        (unaudited)
                                               ----------         ----------
<S>                                            <C>                <C>
Revenues                                       $        -         $  366,519

Cost of Goods Sold                                      -            137,292
                                               ----------         ----------

Gross Profit                                            -            229,227

Operating Expenses                                304,250             66,688
                                               ----------         ----------

Income (Loss) Before Other Income (Expense)      (304,250)           162,539

Interest Income                                     7,452              2,316
Interest (Expense)                                   (267)                 -
                                               ----------         ----------

Net Income (Loss)                                (297,065)           164,855
                                               ==========         ==========

Income (Loss) Per Common Share                 $  (0.0292)        $   0.1687
                                               ==========         ==========

Weighted Average Common Shares Outstanding     10,178,307            977,370
                                               ==========         ==========

</TABLE>

                                      -4-
<PAGE>

<TABLE>

                National Rehab Properties, Inc. and Subsidiaries
                 Consolidated Condensed Statements of Operations

<CAPTION>
                                                   For the Three  Months Ended
                                                  March 31, 2000  March 31, 1999
                                                   (unaudited)     (unaudited)
                                                   ----------      ----------
<S>                                                <C>             <C>
Revenues                                           $        -      $  366,519

Cost of Goods Sold                                          -         137,292
                                                   ----------      ----------

Gross Profit                                                -         229,227

Operating Expenses                                    185,158           9,804
                                                   ----------      ----------

Income (Loss) Before Other Income (Expense)          (185,158)        219,423

Interest Income                                         1,677           2,316
Interest (Expense)                                       (267)              -
                                                   ----------      ----------

Net Income (Loss)                                    (183,748)        221,739
                                                   ==========      ==========

Income (Loss) Per Common Share                     $  (0.0181)     $   0.2269
                                                   ==========      ==========

Weighted Average Common Shares Outstanding         10,178,307         977,370
                                                   ==========      ==========

</TABLE>


                                      -5-
<PAGE>

<TABLE>

                National Rehab Properties, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows

<CAPTION>
                                                                   For the Six months Ended
                                                                March 31, 1999  March 31, 2000
                                                                 (unaudited)      (unaudited)
                                                                 ----------       ----------
<S>                                                              <C>              <C>
Cash Flow from Operating Activities:
Net Income (Loss)                                                $ (297,065)      $  164,855

Adjustments to Reconcile Net Loss to Net Cash Used For
Operating Activities:
     Depreciation and Amortization                                    9,596            2,055

Changes in Assets and Liabilities:

(Increase) Decrease in Inventory-Real Estate Holdings              (261,169)         603,813
(Increase) Decrease in Subscriptions Receivable                     500,000                -
(Increase) Decrease in Mortgages Receivable                         (40,019)         (81,233)
(Increase) Decrease in Prepaid Expenses                              52,000           46,645
(Increase) Decrease in Other Assets                                (162,569)           2,093
Increase (Decrease) in Accounts Payable and Accrued Expenses        (74,705)          21,233
Increase (Decrease) in Notes and Mortgages Payable                 (231,438)        (994,741)
                                                                 ----------       ----------

Net Cash Used in Operating Activities                              (505,369)        (235,280)

Cash Flow from Financing Activities:
Proceeds From Common Stock                                          246,833          227,000

Net increase (decrease) in Cash                                    (258,536)          (8,280)

Cash - Beginning                                                    411,257           13,754

Cash - Ending                                                    $  152,721       $    5,474
                                                                 ==========       ==========



</TABLE>

                                      -6-
<PAGE>





                National Rehab Properties, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements
                                   (unaudited)
Note 1.

The summary of the Issuer's significant  accounting policies are incorporated by
reference  to the  Company's  SEC Form 8K filed  February  14, 2000 which report
contained the audited  financial  statements as of September 30, 1999. The notes
to the audited financial  statements presented with the Company's SEC Form 8K as
of September  30, 1999 are an integral  part of the audited  balance  sheet data
presented  herein.  These financial  statements must be read in conjunction with
the audited financial  statements and notes to the financial  statements for the
year ended September 30, 1999,  included in the Company's Form 8K dated February
14, 2000 which has been filed with the Securities and Exchange Commission by the
Company,  as said notes to the financial  statements are incorporated  herein by
reference.  The results of the interim period are not necessarily  indicative of
the results for the full year.

Note 2.

Basis  of  Presentation  -  The  unaudited  condensed   consolidated   financial
statements include the accounts of the Company and its subsidiary.  Intercompany
balances have been eliminated in consolidation.

Interim Financial  Information - The financial  information  contained herein is
unaudited  but  includes  all normal and  recurring  adjustments  which,  in the
opinion of  management,  are  necessary to present  fairly the  information  set
forth. The unaudited condensed  consolidated financial statements should be read
in conjunction with the consolidated financial statements, which are included in
the  Company's  Annual  Report on Form 10-KSB for the year ended  September  30,
1999.The Company's results for interim periods are not necessarily indicative of
results to be expected for the fiscal year of the Company  ending  September 30,
2000. The Company  believes that this  Quarterly  Report filed on Form 10-QSB is
representative of its financial position, its results of operations and its cash
flows for the periods ended March 31, 2000 and 1999 covered thereby.

Note 3.

Comprehensive  Income - In June 1997, the Financial  Accounting  Standards Board
issued  Statement  of  Financial  Accounting  Standards  No. 130  ("SFAS  130"),
"Reporting  Comprehensive  Income."  SFAS 130  requires  companies  to  disclose
comprehensive  income and its components.  The Company currently has no items of
other comprehensive income and therefore SFAS 130 does not apply.

Note 4.

LEGAL PROCEEDINGS

The Company has no pending legal proceedings at this time.


                                      -7-

<PAGE>




ITEM 2.           MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

Overview

     The Company  was  incorporated  in Florida in 1993 and  completed a reverse
merger with a Nevada corporation in 1994. The Company has undergone many changes
to date as a result of  certain  reorganizations,  acquisitions  and  changes of
management.  Historical  changes are more fully  disclosed in the  Company's 8-K
dated  February  14,  2000.  The  Company  is  currently   authorized  to  issue
100,000,000  common  shares,  $0.001 par value and  2,000,000  shares of Class A
("super  voting")  common stock.  Our offices are located at 2921 NW 6th Avenue,
Miami, Florida 33127 and our telephone number is (305) 573-8882. Our business is
currently  based  in  Miami,  Florida.  As  a  public  Company,  National  Rehab
Properties,  Inc. is traded over-the-counter as a bulletin board stock under the
symbol "NRPI". We believe that the Company has over 1200 stockholders.

     Historically  the Company  has  specialized  in  renovating  or  rebuilding
starter  homes.  In  order  for  us to buy  real  estate  for  our  business  of
rehabilitating houses or building houses,  construction  financing is necessary.
We finance  our real estate  projects  with first  mortgages  from banks at bank
rates.

(a)   Plan of Operation:

      FORWARD-LOOKING STATEMENTS
      --------------------------

     The securities of the Company are  speculative and involve a high degree of
risk, including, but not necessarily limited to, the factors affecting operating
results  described in the Form 8K dated February 14, 2000 and other filings with
the SEC. The statements which are not historical facts contained in this report,
including statements containing words such as "believes,"  "expects," "intends,"
"estimates,"  "anticipates,"  or  similar  expressions,   are  "forward  looking
statements" (as defined in the Private Securities Litigation Reform Act of 1995)
that involve risks and uncertainties.

     The foregoing and subsequent  discussion  contains certain  forward-looking
statements  within  the  meaning  of  Section  27A  of the  Securities  A of the
Securities Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934,
which are  intended to be covered by the safe  harbors  created  thereby.  These
forward-looking  statements  include the plans and  objectives of management for
future  operations,  including  plans and  objectives  relating to the  possible
further capitalization and future acquisitions of  telecommunications,  computer
related or other cash flow business.  The  forward-looking  statements  included
herein  are  based on  current  expectations  that  involve  numerous  risks and
uncertainties.  Assumptions  relating to the foregoing  involve  judgments  with
respect  to,  among  other  things,  future  economic,  competitive  and  market
conditions  and  future  business  decisions,  all of  which  are  difficult  or
impossible to predict accurately and many of which are beyond the control of the
Company.  Although the Company  believes  that the  assumptions  underlying  the
forward-looking  statements  are  reasonable,  any of the  assumptions  could be
inaccurate and,  therefore,  there can be no assurance that the  forward-looking
statements  included in this Form 10-QSB will prove to be accurate.  In light of
the  significant  uncertainties  inherent  in  the  forward-looking   statements
included herein,  the inclusion of such information  should not be regarded as a
representation  by the Company or any other person that the objectives and plans
of the Company will be achieved.

Current Status and Operations

     Subsequent to the year ended  September 30, 1999,  the Company  changed its
operational  direction  from that of building or remodeling  relatively low cost
"starter" homes to the business of developing multifamily housing projects. As a
result of this change in operations,  although  projects are in the  development
stage,  no revenues were generated in the six month period ended March 31, 2000.
The Company's  financial  statements are therefore not indicative of anticipated
revenues  which may be  attained  or  expenditures  which may be incurred by the
Company  in  future  periods.   The  Company's  ability  to  achieve  profitable
operations is subject to the validity of its assumptions and risk factors within
the  industry  and  pertaining  to the  Company.  The  market  for  real  estate
development  and  housing  construction  is highly  competitive  and  subject to
economic changes,  regulatory  developments and emerging industry standards.  We
believe that the principal competitive factors in its markets are conformance to
building standards, reliability, safety, price and quality of its final product.
There can be no  assurance  that the Company will  compete  successfully  in the
future with respect to these or other factors.

                                      -8-
<PAGE>

     For the six months ending March 31, 2000, the Company  incurred a loss from
operations  of $304,250,  compared to income from  operations of $219,423 in the
quarter  ending March 31, 1999. The net loss in the quarter ended March 2000 was
the  result  of  change  in  direction  from  remodeling  of  private  homes  to
development  of  multifamily  housing  projects.  As a result  of the  change in
operational  direction,  there were no revenues  in the Quarter  ended March 31,
2000. The Company's  Quarter ended March 31, 2000 financial  statements  reflect
adjustments  and  nonrecurring  items  of both  revenue  and  costs,  as well as
development stage costs and are not indicative of anticipated revenues which may
be  attained  or  expenditures  which may be  incurred  by the Company in future
periods.

     For the quarter  ending  March 31, 2000,  the Company  incurred a loss from
operations  of $185,158,  compared to income from  operations of $219,423 in the
quarter  ending March 31, 1999. The net loss in the quarter ended March 2000 was
the  result  of  change  in  direction  from  remodeling  of  private  homes  to
development  of  multifamily  housing  projects.  As a result  of the  change in
operational  direction,  there were no revenues  in the Quarter  ended March 31,
2000. The Company's  Quarter ended March 31, 2000 financial  statements  reflect
adjustments  and  nonrecurring  items  of both  revenue  and  costs,  as well as
development stage costs and are not indicative of anticipated revenues which may
be  attained  or  expenditures  which may be  incurred  by the Company in future
periods.

(b)   Liquidity and Capital Resources

     From June 1, 2000 to the end of fiscal year ended  September 30, 2000,  the
Company  estimates  its cash  needs to  maintain  operations  under its  current
negative cash flow situation is approximately  $180,000. This amount is composed
of $200,000 for working capital assuming that current operations continue in its
present status.  These amounts do not include offsets for anticipated amounts of
cash generated from operations.  The monthly  reoccurring costs of our corporate
offices are estimated to be approximately $20,000 per month. The monthly expense
of $20,000 includes payroll,  payroll taxes, dues and  subscriptions,  utilities
for the corporate offices, health insurance for the employees, general liability
insurance,   office  supplies,  postage  and  freight,   professional  fees  for
accounting,  legal and other  consultants,  corporate  office rent,  repairs and
maintenance  primarily for office equipment,  telephone  expenses and travel and
entertainment.

     The Company has limited  capitalization and is dependent on the proceeds of
private or public  offerings to continue as a going concern and  implementing  a
business  plan.  As of March 31,  2000,  the  unaudited  results of the  Company
indicated working capital of $314,088. All during fiscal 1999 and to the date of
this filing,  the Company has had and continues to have a  substantial  need for
working  capital  for normal  operating  expenses  associated  with the  Company
continuing  as a going  concern.  This lack of cash has  slowed  its  ability to
develop its business  plan or initiate any other revenue  producing  operations.
Any activity in the real estate development business requires adequate financing
and on-going funding sources. The Company has entered this industry with limited
financing and funding sources.

     Prior to our inception as a publicly  owned  company,  we relied  primarily
upon loans originated by the Company's founder,  Richard S. Astrom.  These loans
helped to finance  working  capital needs when operations did not provide enough
cash  flow.  Additionally,  we  have  relied  upon  bank  financing  to  acquire
properties  and pay  operational  costs.  The bank  financing  has  required the
personal  guarantee of Mr. Astrom. In the future, we need to acquire  additional
financing  for the company  with the  proceeds of mortgage  funding or public or
private  offerings of stock.  However,  we currently  have  sufficient  funds to
continue  operations and new acquisitions  will also supply  additional funds to
continue  operations.  Therefore,  any future  funding will result from business
expansion and/or  improvements to our financial lending  structure.  Thus, we do
not have a schedule of future funds to be acquired and quantified  because it is
difficult to estimate  when, or if,  business  expansion  will occur or when, if
financial lucrative  opportunities present themselves.  If funds are required in
the future they may be generated from stock sales or from the mortgaging of real
estate.  The can be no  assurance  that  any such  funds  will be  available  on
favorable terms and conditions when the capital is required.

     In January,  1999 we  completed a reverse  split of our common stock on a 1
for 10 basis and  proceeded to raise  $557,500  from the sale and/or  conversion
into common stock of senior subordinated debentures.  The reverse split was done
in order to reduce the number of shares outstanding so that it would be possible
to attract investment capital through the sale of common stock. In addition, the
Company raised  $211,500 from the sale of our  restricted  stock during the 1999
fiscal year ended September 30, 1999.

     At March 31, 2000, we had $1,687,648 in cash assets and current liabilities
of $1,373,560  resulting in a working  capital  reserve of $314,088 at March 31,
2000.  In the quarter  ending March 31, 2000 we recorded a loss of $183,748.  In
order  to  conserve  cash  assets,  the  Company's  management  expects  to take
defensive  measures,

                                      -9-

<PAGE>

including slowing  construction,  acquiring additional mortgage financing and/or
selling  additional stock.  Management  believes that we will be able to support
ourselves with operational cash flow.  However,  no assurances can be given that
present  factors such as favorable  economy and  attractive  interest rates will
continue,  the effect of which might severely  impact the ability of the Company
to sustain  itself in the future.  There can be no  assurances  that  additional
funding will be available.

     At March  31,  2000  (unaudited),  the  following  contingent  stock  issue
requirements were outstanding:

     On  March 1,  1999  Christopher  Astrom  was  granted  options  to  acquire
6,000,000  shares of common stock at a price of $.001 per share.  Mr. Astrom has
executed a  promissory  note to the  Company in the amount of $20,000  for these
options which were authorized and awarded to Mr. Christopher Astrom by a written
consent in lieu of combined special meeting of Directors and  Shareholders  held
on  March  1,  1999.  The  options  were  granted  to   Christopher   Astrom  in
consideration  for  waiver of  compensation  during  1996 and 1997.  There is no
stated expiration date on the option.

     On June 17, 1999, by a written consent in lieu of combined  special meeting
of Directors  and  Shareholders,  a new class of common  stock,  "Class A common
stock" was  authorized  on June 17, 1999.  On that same date,  1,000,000  shares
issued to Mr.  Christopher  Astrom.  Each share of Class A common stock entitles
Mr. Astrom to the  equivalent of 20 common share votes in any matter to be voted
on by the shareholders of the Company.  The present principal  shareholders will
maintain  voting control of the Company based on the issuance of 1,000,000 class
A common shares on June 17, 1999, which entitle the holder thereof  (Christopher
Astrom) to 20 votes for every Class A share held.  The purpose of issuing  these
shares is to ensure that current management will maintain control of the Company
despite maintaining  beneficial  ownership of less than a majority of the shares
of the Company's common stock.  Furthermore,  the disproportionate vote afforded
the class A common stock will prevent or impede potential acquirers from seeking
to acquire control of the Company,  which could have a depressive  effect on the
price of our common stock. An additional  1,000,000 of the authorized  2,000,000
shares of Class A common stock is  available  for  issuance.  The Class A common
stock is non-transferable except to a family member.

     Richard Astrom,  President,  CEO and Director, is the father of Christopher
Astrom, Vice President,  Secretary and Director, of the Company.  Richard Astrom
and Christopher Astrom make up the Board of Directors of the Company and control
the activities and actions of the Company.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     As of the date  hereof,  the  Company's  short and long  term debt  carries
either fixed and variable  interest rates and the fair market value of this debt
is sensitive to changes in prevailing  interest rates. The Company runs the risk
that market rates will decline and the required payments on fixed rate debt will
exceed  those based on the current  market rate as well as the risk of increases
in interest  rates on variable rate debt. The Company does not use interest rate
derivative instruments to manage its exposure to interest rate changes.

                                    Part II

ITEM 1.   LEGAL PROCEEDINGS

     There is no non-course of business legal proceedings,  to which the Company
is a party or to which the property of the Company is subject,  is pending or is
known by the Company to be contemplated.

ITEM 2.   CHANGE IN SECURITIES.    NONE

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.    NONE

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.   NONE

ITEM 5.   OTHER INFORMATION:

     As was reported on Form 8K dated  February  14,  2000,  pursuant to a Stock
Exchange  Agreement  (the  "Exchange  Agreement")  dated as of February 10, 2000
between MRC Legal Services Corporation,  a California Corporation,  which entity
is the  controlling  shareholder  of MAS  Acquisition  XV Corp.  ("MAS XV"),  an
Indiana corporation,  and National Rehab Properties, Inc., a Nevada corporation,
approximately 96.8% (8,250,000 shares) of the outstanding shares

                                      -10-
<PAGE>

of common stock of MAS Acquisition XV Corp. were exchanged for 1,000,000  shares
of common stock of National  Rehab  Properties,  Inc. in a transaction  in which
NRPI became the parent corporation of MAS XV. The additional shares representing
3.2% of MAS XV were subsequently acquired by the Company, making MAS XV a wholly
owned subsidiary of the Company.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits


27       Financial Data Schedule



(b)      The Company filed the following reports on Form 8-K:

     Form 8-K  dated  February  14,  2000 to  disclose  the  acquisition  of MAS
Acquisition XV Corp by the Company.

-----------




                                   SIGNATURES


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

                                       NATIONAL REHAB PROPERTIES, INC.

Date:   June 6, 2000                   By:    /s/ Richard Astrom
                                          -------------------------------------
                                          Richard Astrom, President and
                                          Chief Executive Officer






                                      -11-