SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.

                                Form 10-KSB

               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                  for the fiscal year ended June 30, 1999
                       Commission File No. 033-97034

                            HELP AT HOME, INC.
          (Exact Name of registrant as specified in its charter)

               DELAWARE                                 36-4033986
  (State or other jurisdiction of                     (IRS Employer
    incorporationor organization)                  Identification Number)

           223 West Jackson Blvd.
                Chicago, IL                               60606
 (Address of principal executive offices)              (Zip Code)

                               312-663-4244
           (Registrant's telephone number, including area code)

  Securities registered pursuant to section 12(g) of the Act:
  Title of Each Class:            Name of Exchange on which registered:

  Common Stock, Par Value $0.02                  NASDAQ Small Cap Market

  Indicate by checkmark 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 checkmark  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-KSB or any amendment in this Form 10-KSB [x]

  Registrant's revenues for its most recent fiscal year: $27,889,000.00

  The aggregate market  value of the  registrant's Common  Stock held  by
  non-affiliates  of  the   registrant  as  of   November  11, 1999   was
  approximately $1,196,055  (for purposes  of the  foregoing  calculation
  only, each of the registrant's officers  and directors is deemed to  be
  an affiliate).

  There  were  1,869,375   shares  of  the   registrant's  Common   Stock
  outstanding as of November 11, 1999.

  Documents incorporated by reference: None

  Transitional Small Business Disclosure Format (Check One) Yes [ ] No [x]
<PAGE>


                                  PART I

  Item 1.   DESCRIPTION OF BUSINESS

  Help  at   Home,   Inc.  ("Help   at   Home")  and   its   subsidiaries
  (collectively,  the   "Company")  provide   homemaker,  custodial   and
  personal home  care services  to elderly  and disabled  persons  within
  their  homes.   Such  services  consist  of  nutritional  planning  and
  assistance, household management, personal care, and to a minor  extent
  skilled nursing services.   The majority of  the Company's clients  are
  obtained and  served through 36  regional contracts  with the  Illinois
  Department on  Aging ("IDOA")  and 26  contracts with  other state  and
  municipal agencies.   In  light of  recent changes  in Medicare's  home
  health reimbursement  methodology,  the Company's  Board  of  Directors
  voted to exit  the Medicare business and  discontinue, in fiscal  1999,
  all Medicare home health operations.   Accordingly the Company's  three
  certified home healthcare  agencies were closed  by December 31,  1998.
  The  Company  operates  28  offices  in  Illinois,  Indiana,  Missouri,
  Alabama, Mississippi, and Arkansas.

  History of the Company.

  The  Company was  incorporated  on  August 7,  1995  in  the  State  of
  Delaware.   On December  5, 1995,  Help at  Home completed  an  initial
  public offering through  which 819,375 units were  offered and sold  to
  the  general  public.    Help  at  Home  received  gross  proceeds   of
  $5,162,063 from the  initial public offering.   Each unit consisted  of
  one share of Common Stock, $.02  par  value, of help at Home, Inc.  and
  two redeemable common  stock purchase Warrants.   The Common Stock  and
  Warrants were  immediately  detached upon  the  effective date  of  the
  offering  and   are  separately   transferable.     The  Warrants   are
  immediately exercisable.   Each Warrant generally  entitles the  holder
  to purchase one  share of Common  Stock for $6.00  commencing one  year
  after  the  offering,  or  sooner  if  the  Warrants  are  called   for
  redemption, until  the close  of business  on December  5, 2000.    The
  Warrants are redeemable, in whole  or in part, at  a price of $.10  per
  Warrant, commencing one  year after December 5,  1995 and prior to  the
  expiration date, provided  that prior written notice  of not less  than
  30 days is given to  the Warrant holders and  the closing price of  the
  Common Stock is at least $9.00 for ten consecutive trading days.

  Help  at Home,  Inc.,  an  Illinois corporation,  was  incorporated  on
  October 29, 1974 and,  through a merger on  June 17, 1982, merged  with
  and into  Help at  Home  of Evanston,  Inc., an  Illinois  corporation,
  which   was   originally   incorporated   on    February   27,    1975.
  Simultaneously with the merger, the  surviving entity changed its  name
  to Help at Home, Inc.

  Lakeside Home  Health Agency,  Inc. was  incorporated in  the State  of
  Missouri on  April 20,  1993.   Lakeside Home  Health Agency,  Inc.,  a
  Medicare certified home health agency,  was acquired by the Company  on
  July  20, 1995.    Lakeside  Home  Health  Agency,  Inc.,  an  Illinois
  corporation, was incorporated  on August 3,  1995.(See Overview of  the
  Home   Care   Industry   ,paragraph   6,   regarding   the    Company's
  discontinuation of Medicare operations.)
<PAGE>
  Rosewood Home Health,  Inc. was incorporated in  the State of  Illinois
  on March 4,  1994.  A Medicare  certified home health agency,  Rosewood
  was acquired by  the Company on January  30, 1996.(See Overview of  the
  Home   Care   Industry,   paragraph   6,   regarding   the    Company's
  discontinuation of Medicare operations.)

  As of May 31, 1996, the Company acquired HASC Staffing Services,  Inc.,
  Homemakers  of Montgomery,  Inc.  and  Statewide  Healthcare  Services,
  Inc.,  all  doing   business  as  Oxford   Health  Care  (the   "Oxford
  companies").  HASC  Staffing Services, a  Mississippi corporation,  was
  incorporated on March  23, 1986.   Homemakers of  Montgomery, Inc.,  an
  Alabama corporation, was incorporated  on March 27, 1985.(See  Overview
  of  the Home  Care  Industry,  paragraph  6,  regarding  the  Company's
  discontinuation  of   Medicare  operations.)     Statewide   Healthcare
  Services, Inc., a Mississippi corporation, was incorporated on  January
  10, 1974.

  As of October  1, 1996, the  Company acquired  Preferred Nursing  Care,
  Inc.,  an  Alabama  corporation.  Preferred  Nursing  Care,  Inc.   was
  incorporated in the  State of  Alabama on  April 28,  1994.   Preferred
  Nursing  Care's  operations  were   merged  into  those  of   Statewide
  Healthcare Services, Inc. in October 1997.

  Overview of the Home Care Industry.

  The home care industry serves the elderly as well as persons of any age
  with temporary or permanent disabilities.  The primary purpose of  home
  care programs is to keep clients from becoming institutionalized.   The
  need for such services  has escalated over the  last decade due to  the
  general aging of the population and  the desire of elderly or  disabled
  persons to maintain their quality of life by remaining independent  and
  living in their own homes.

  The home  care  industry accounted  for  an estimated  $42  Billion  in
  expenditures in 1997 with  sustained annual growth  rates of more  than
  20%. In  addition  to the  general  aging of  the  population,  primary
  reasons cited for industry growth include the substantial cost  savings
  achievable through at-home  care as  an alternative  to more  expensive
  institutional care and medical and technological advances which  enable
  a growing number of treatments to  be administered at home rather  than
  in a medical facility. Although  Medicare expenditures are expected  to
  decrease by $700,000 million in 1999,  it is expected that private  and
  other public sources will increase, expenditures in order to keep  pace
  with the demand for homecare services in an aging population. ***witht

  It has been predicted that long-term maintenance (custodial) home  care
  services  will be the  largest area of growth  in the home care  field.
  Fully 20%  of  those  over  65 can  be  considered  frail  elderly  who
  experience  functional   limitations  secondary   to  chronic   disease
  processes; while 46% of those  over the age of  85 fall into the  frail
  elderly  grouping  and  are,  therefore,  candidates  for   continuous,
  long-term home  support  services. The  need  for assistance  with  the
  activities of daily living such  as eating, dressing, bathing,  walking
  and household  management is  sometimes thought  of  as a  social  need
  rather than a  medical requirement.   However, the  provision of  these
  basic services, often  by a paid  home care worker,  is crucial to  the
  health and well-being of  the elderly patient  and is being  considered
  more and more often as medically necessary, preventive care.
<PAGE>
  The majority of home care  recipients obtain services by  participating
  in federally  or state-funded  programs for  which they  are  eligible.
  Medically necessary, skilled home health care interventions, which were
  formerly provided through the Company's Medicare certified home  health
  agencies which have since been closed, were reimbursed through Medicare
  payments.   Similarly, non-  medical, custodial  services to  homebound
  clients are provided pursuant  to contracts with  agencies such as  the
  Illinois Department on Aging or various Medicaid Waiver programs.   The
  Company is a  provider to Medicaid  and other state  and local  program
  recipients through various contract arrangements.

  On August 5, 1997,  the President signed into  law the Balanced  Budget
  Act of 1997  which contained  a number  of significant  changes to  the
  methodology used  by the  Federal government  for calculating  Medicare
  reimbursement for home health services.  For all cost reporting periods
  beginning on or  after October  1, 1997  home health  agencies will  be
  reimbursed based on the lowest of  1) their actual costs of  delivering
  care, 2) a per visit limit (reduced  from 112% to 105% of the  national
  median of labor-related and nonlabor costs per visit), or 3) a blended,
  agency-specific per beneficiary limit  predicated on the agency's  1994
  costs.  For certain providers without  a 12-month, 1994 cost  reporting
  period, the per beneficiary  limit is equal to  the median of all  home
  health agencies.   Additionally, for Medicare  patients utilizing  more
  than one home  health agency  for care,  the per  beneficiary limit  is
  prorated among  all  agencies used.    Further, as  of  February  1998,
  Medicare benefits  were  qualified  to exclude  coverage  for  patients
  requiring skilled nursing  solely for  venipuncture to  obtain a  blood
  sample.    And,  finally,  the  Act  mandates  the  development  of   a
  prospective payment  system  for  all  home  health  services  with  an
  implementation deadline  for cost  reporting  periods beginning  on  or
  after October 1, 1999.

  These changes  have inspired  an ongoing  debate as  to the  long-range
  impact on  availability  of  services to  Medicare  beneficiaries  with
  intensive or long-term care requirements and the financial viability of
  home  health  agencies,  generally,  if  levels  of  reimbursement  are
  significantly reduced, as  planned.  There  are a  number of  proposals
  pending which  may  alleviate, somewhat,  the  impact of  the  Balanced
  Budget Act of  1997 on home  health agencies; however,  the Company  is
  unable to  predict the  final outcome  of such  efforts. Based  on  the
  Company's assessment of the new  payment methodology and its  potential
  long-range financial  impact on  the Company's  Medicare agencies,  the
  Company has  elected to  exit the  Medicare home  health business  (see
  Business Strategy).  Moreover, the Company  believes that at least  one
  ramification of the Medicare reimbursement changes will be to  increase
  demand for custodial  and personal care  services available from  other
  sources such as state funded waiver programs.

  The Company's  principal  executive offices  are  located at  223  West
  Jackson Blvd.,  Chicago,  IL  60606.    The  telephone  number  of  the
  executive office is (312)663-4244.
<PAGE>
  Business Strategy.

  The Company's business strategy  is to provide  a variety of  custodial
  services to  a  diversified  mix  of  groups  and  individuals  in  the
  geographic markets  served by  the Company.    The Company  expects  to
  continue its  expansion  of locations  and  markets it  serves  through
  development  of   additional   service   contracts,   introduction   of
  complementary services, and  limited acquisition of existing home  care
  businesses.  Key elements of the Company's strategy include:

  1)   New Market Development and Penetration.  The Company has continued
       its emphasis  on development of new operating locations within the
       states  of  Illinois,  Missouri,  and  Indiana.  The  Company  has
       established 3  new offices  since July  1998  for the  purpose  of
       responding to contract  opportunities that enable  the company  to
       provide custodial services  to clients  in previously  underserved
       areas. The Company has been able  to continue to serve clients  in
       the areas where  it has closed  locations through  a system  which
       employs field  coordinators  assigned  to  specific  regions.  The
       Company  will  continue  to  focus  on  business  development   in
       neighboring areas throughout the Midwest, Southeast,  Mid-Atlantic
       and Southwestern regions of the United States.

  2)   Consolidation/Elimination  of  Certain Locations.  The Company, in
       both 1998 and 1999, has undertaken an extensive review of  certain
       under-performing offices  to determine  if operating  efficiencies
       can  be  implemented  in   order  to  achieve  profitability,   or
       conversely, if the location should be closed.  As a result of this
       ongoing process, the number of Alabama locations has been  reduced
       by four.    In  addition, four  Mississippi  offices  were  closed
       between July and September  1998.  In  all cases, the  contractual
       relationships and clients  have been preserved  and reassigned  to
       other geographically proximate operating locations.

  3)   Achievement  of  Operating Improvements/Efficiencies.  The Company
       has initiated an office  by  office  review of potential operating
       efficiencies that  has resulted  in imposition  of homemaker  wage
       caps in both  Alabama and Mississippi  as a  means of  controlling
       direct costs of  providing services.   Similarly, the Company  has
       implemented a flat rate for mileage reimbursement  for  homemakers
       traveling between clients in Alabama and Mississippi.  The Company
       expects  to  continue  the   practice   of   reviewing   potential
       performance  improvement   measures  and   implementing  them   as
       necessary.

  4)   Development of New  Services.  The  Company has  made a continuing
       commitment to pursue  temporary professional  staffing services in
       certain  areas in  order to take advantage of existing marketplace
       opportunities.  With the Company's extensive rosters of nurses and
       home  health  aides,  it is in  a position  to  offer intermittent
       nurse/aide   staffing  services  to   acute   care   institutions,
       physicians' clinics and other facilities.
<PAGE>
  5)   Promotion of Private  Services.  Traditionally,  the  majority  of
       custodial services provided by the  Company  have been pursuant to
       contractual  arrangements  with various payors including state and
       municipal agencies.   The  Company  believes  that  a  significant
       demand  exists for private services paid for by clients themselves
       or  members of  their immediate family.   The Company is  actively
       developing a  promotional  strategy  to increase  this  aspect  of
       market  share in many of the areas it now serves.

  6)   Acquiring Complementary Businesses.  The Company will, within  its
       financial capacity to do so, pursue acquisition of businesses that
       complement  the  Company's   existing  locations  and/or   service
       offerings.

  The Company  maintains  contracts  with  several  state  and  municipal
  agencies to provide custodial services to elderly and disabled clients.
  Such  custodial services generally entail homemaker services, household
  management, and  assistance  with  activities of  daily  living.    The
  Company provides  in-depth training  to its  workers who  provide  such
  services to ensure patient safety, consistency of approach and adequacy
  of care.

  Case managers,  engaged by  state agencies,  generally refer  custodial
  care  clients  to  the  Company   after  eligibility  for  service   is
  determined. Clients are generally assigned to home care companies on  a
  rotating basis unless a  specific home care  provider is identified  by
  the client  to be  served.   In some  rural communities,  however,  the
  Company   has  exclusive  status  as the  only contracted  provider  of
  homemaker and  personal  care  services.    Approximately  95%  of  the
  Company's revenues  from  continuing  operations in  fiscal  1999  were
  derived from the delivery of homemaker services.

  Customers.

  The Company's customers  include, but are  not necessarily limited  to,
  case management units, third party administrators, physicians, hospital
  discharge planners, social workers, third party payers and other  types
  of health care or social service  organizations.  Approximately 60%  of
  the Company's  revenues  during  fiscal  1999  were  derived  from  the
  Illinois Department on  Aging with  another 35%  attributable to  other
  homemaker service  contracts.   Commercial insurance  companies,  other
  government funded programs and individuals provided the remaining 6% of
  the Company's revenue  from services.  The state  and federally  funded
  programs through which  the Company derives  its revenues require  that
  certain standards  for eligibility  and participation  are  continually
  met.  Billing and payment arrangements with the Company's customers are
  specified in payor contracts  that are non-exclusive  and which do  not
  obligate the  payor to  utilize a  certain volume  of services  over  a
  specified period of time.  The Company's customers often use a  variety
  of providers in addition to the Company, thus necessitating competition
  among several  providers on  the basis  of  pricing, array  of  service
  offerings, availability of caregivers and/or quality of services.
<PAGE>
  With regard to the Company's contractual arrangements with the Illinois
  Department on Aging  (IDOA), the Company  must ensure  that the  direct
  costs associated with providing service to IDOA clients (as such  costs
  are contractually defined)  constitute at least  73% of  charges.   The
  Company  is  required   to  submit  an   annual  audited  cost   report
  demonstrating  its  compliance  with  this  requirement.     Management
  believes  that  the  Company  is  in  compliance  with  the  IDOA  cost
  requirements.

  Regulation.

  Custodial services  are  generally  unregulated.    The  Company  must,
  however,  maintain   certain   state   and/or   federal   licenses   or
  certifications in order to offer specific health services.  The Company
  must also  perform  criminal  background checks  on  its  employees  in
  certain states to ensure the integrity of its work force.

  With respect to licensure  of skilled home  health care services,  each
  state specifies the manner in which home health agencies will  operate.
  Approximately half of  the states, including  Alabama and  Mississippi,
  require  that  home   health  agencies  possess   one  or  more   valid
  Certificates of  Need  (CON) in  order  to  qualify as  a  provider  of
  Medicare home  health services.   Absent  a valid  CON, a  home  health
  agency may be  precluded from providing  certain services or  expanding
  its operations into new geographic  areas. The Company possesses  three
  Certificates of Need through Homemakers of Montgomery, Inc.

  All Medicare home health  agencies must also successfully  demonstrate,
  on  an   annual  basis,   compliance   with  Medicare   Conditions   of
  Participation in  order to  continue to  provide services  to  Medicare
  beneficiaries.  Such conditions generally embody established  standards
  for home health agency management of personnel, adherence to  patients'
  rights, supervision of care, financial  management and the presence  of
  an independent, professional  advisory group.   Prior to their  closing
  all of the  Company's Medicare provider  units had successfully  passed
  their annual Medicare surveys.

  Competition.

  The Company competes  with other  providers of  custodial services  for
  various state and municipal contracts pursuant to a competitive bidding
  process.   Each company  competing for  a bid  is required  to  provide
  specific information regarding its history, duration and qualifications
  as a provider of services.

  In the  State of  Illinois, depending  on  each bidder's  responses  to
  requested  information  and  the  fulfillment  of  specific  evaluative
  criteria, points are awarded to each  provider with contracts going  to
  the bidders with the greatest number  of accumulated  points.  The  key
  competitive factors  are  the  length  of  time  in  business  and  the
  geographic areas  served  by the  provider.   Pricing  of  services  is
  established by  the state  in advance  of the  bidding process.   As  a
  result of the Company's long operating history, market penetration  and
  presence, the Company has been highly successful in obtaining  Illinois
  contracts for provision of custodial services.
<PAGE>
  In the States  of Alabama and  Mississippi, contracts are  periodically
  awarded by state, county  or regional area agencies  on aging based  on
  competitive  pricing  of  services,  provider  qualifications,   market
  presence and  financial  stability.   Arkansas  and  Missouri  Medicaid
  Waiver contracts are available to qualified Medicaid providers.

  Competition among home health agencies for Medicaid Waiver and Medicaid
  patients is based, in part, on availability of qualified personnel  who
  can be dispatched to care for a patient in a timely manner.   Likewise,
  a home care  agency's array of  service offerings, geographic  coverage
  and relationships with major referral sources significantly  influences
  competitive position.    In  states with  applicable  CON  regulations,
  competition may be  somewhat restricted due  to the  smaller number  of
  providers in  any  one  market.    There  is  limited,  if  any,  price
  competition  with  regard  to  services  provided  to  Medicare  and/or
  Medicaid covered recipients.

  Employees.

  Exclusive of field personnel who work  on a per diem basis the  Company
  has 169 administrative employees.

  The number of caregivers providing services to clients varies from  day
  to day.  These  personnel do not, necessarily,  work full time  shifts;
  nor do they exclusively work for the Company.  Certain of the Company's
  part-time field  employees in  Chicago are  represented  by a  union.
  Relations with the union are considered to be good.

  The Company has in place a screening process for all of its  caregivers
  to ensure compliance with laws, generally, and the absence of  criminal
  convictions  and/or  disciplinary   actions  that  limit   professional
  activity.

  Description of Property.

  The Company's  principal  executive offices  are  located at  223  West
  Jackson Blvd., Chicago,  IL and consist  of approximately 6,000  square
  feet of rented space.   Similarly, the Company  leases office space  in
  each of its  28 operating locations.  Office leases  are generally  for
  terms of one to five years.   The Company has no ownership interest  in
  any property in which it occupies space and is of the opinion that  its
  existing space is adequate for its present purposes.

  Item 3.   Legal Proceedings.

  The Company is not a party  to any legal proceedings which it  believes
  may have  a  materially  adverse  effect  on  the  Company's  financial
  condition or results of operations.

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

  The following  matters  were  submitted to  a  vote  of  the  Company's
  security holders during the month of December.

       1)   Election of the Company's Board  of Directors (See Part  III,
            Item 9) for the ensuing year.
<PAGE>

                                  PART II

  Item 5.   Market for Common Equity and Related Stockholder Matters.

  The Company's  Common  Stock and  Warrants  are traded  on  the  NASDAQ
  Small  Cap  under  the  symbols  HAHI  and  HAHIW,  respectively.   The
  following table shows the high and low bid price information, as quoted
  by NASDAQ. Such quotations reflect inter-dealer prices, without  retail
  mark-ups, markdowns or commissions,  and may not necessarily  represent
  actual transactions.
<TABLE>
                         Common Stock Bid Prices by Fiscal Year
                      1998 High  1998 Low     1999 High  1999 Low
                      ---------  --------     ---------  --------
  <S>                   <C>        <C>          <C>       <C>
  HAHI:
       First Quarter    $4.00      $3.25        $1.63     $ .63
       Second Quarter    3.25       1.38         1.88       .63
       Third Quarter     2.13       1.06         1.88      1.19
       Fourth Quarter    2.00       1.31         2.88       .94

  HAHIW:
       First Quarter    $ .88      $ .38        $ .38     $ .19
       Second Quarter     .56        .22          .56       .19
       Third Quarter      .50        .31          .38       .13
       Fourth Quarter     .38        .25          .31       .06
</TABLE>
  There were approximately nine holders of record of the Common Stock  as
  of September 30, 1999 and four holders of record of the Warrants as  of
  the same date.   This number  includes shareholders of  record who  may
  hold stock for the benefit of others.

  The Company does not expect to pay dividends on its Common Stock in the
  foreseeable future.  Management intends  to retain all available  funds
  for the development of new business and for use as working capital.

  Item 6.   Management's Plan of Operation and Discussion and Analysis
            of Financial Condition.

  Overview.

  The Company provides home care services in Illinois, Indiana, Missouri,
  Alabama, Mississippi and Arkansas.  The Company's fiscal year ends June
  30.  Unless otherwise noted, references to 1998 and 1999 relate to  the
  fiscal years ended June 30, 1998 and 1999, respectively.

  The Company's revenues are derived mainly from custodial services.  The
  Company believes that the  unskilled segment of  the overall home  care
  market will continue to experience significant growth due to the  aging
  of  the  population,  continued  emphasis  on  preventive  health   and
  long-term  independence,  early  patient  discharges  from  acute  care
  institutions and constraints imposed on Medicare beneficiaries'  access
  to care. The Company is generally well positioned to take advantage  of
  the expected growth  in the custodial  home care and  home health  care
  segments of  the market,  provided that  working capital  necessary  to
  sustain such growth can be secured.
<PAGE>
  The statements which are not historical  facts contained in this  form-
  10-KSB  are  forward   looking  statements  that   involve  risks   and
  uncertainties, including, but  not limited to,  the integration of  new
  acquisitions into the  operations of the  Company, the  ability of  the
  Company to realize profit  in its start-up  operations, the success  of
  the Company in locating  attractive acquisition candidates, the  effect
  of economic conditions  and interest  rates, general  labor costs,  the
  impact and  pricing of  competitive  services, regulatory  changes  and
  conditions, the results  of financing  efforts, the  actual closing  of
  contemplated transactions and agreements,  the effect of the  Company's
  accounting  policies,  and  other  risks  detailed  in  the   Company's
  Securities and Exchange Commission filings.  No assurance can be  given
  that the  actual results  of operations  and financial  condition  will
  conform to the forward looking statements contained herein.


  2000 Operating Plan.

  The Company's overall strategy emphasizes the  offering of an array  of
  homemaker, personal care and respite  services to elderly and  disabled
  clients  in  their  homes,  concentrating  on  geographic  areas   with
  favorable demographics and reimbursement  trends.  The Company  intends
  to continue  its  implementation of  this  strategy through  growth  in
  existing locations and development of new locations.

  The Company committed significant capital resources to the  development
  of  new  offices  in  Mississippi  during  1998,  four  of  which  have
  subsequently  been  closed  and   consolidated  into  other   remaining
  locations.  The Company  also established two  new offices in  Missouri
  1999.  In order to take advantage of opportunities for expansion of its
  business, the  Company must  have continued  access to working capital.
  In July of 1999  the Company secured financing  which it believes  will
  provide the necessary  funds to  realize its  operating goals;  however
  there can be no assurances that  the financing will be  sufficient.(See
  Liquidity and Capital Resources).


  Factors that May Affect 2000 Operating Results.

  The Company  received  a  7.9% rate  increase  on  its  IDOA  contracts
  effective as  of  July 1,  1999.    Most of  the  homemakers  providing
  services in  Illinois are  compensated at  a  rate slightly  above  the
  minimum wage and many of those who reside in Chicago are union members.
  The  collective bargaining agreement in force between Help at Home  and
  the union provides for reopening of wage rate negotiations on behalf of
  this group of employees in the event contract rates are increased.  The
  Company is currently in  negotiations with the  Union regarding a  wage
  increase for its members. The Company believes that it will be able  to
  negotiate a  reasonable wage  that will  not impact  its gross  margin;
  however, there can be no assurances.

  In September of  1998 the  Company received  rate increases,  averaging
  approximately 11% under  its contracts for  the provision of  homemaker
  and personal care  services in  Alabama. In  July of  1999 the  Company
  received rate increases, averaging  approximately 5% in the  aggregate,
  for certain of its Mississippi contracts.
<PAGE>
  The Company elected to exit the  Medicare business in June 1998 due  to
  diminishing returns  from  operations  and the  uncertainty  of  future
  reimbursement for  services.    This  decision  affects  the  Company's
  following subsidiaries:

       1)   Homemakers of Montgomery, Inc.
       2)   Lakeside Home Health Agency, Inc. (MO)
       3)   Lakeside Home Health Agency, Inc. (IL)
       4)   Rosewood Home Health, Inc.

  In connection with its discontinuation of this segment of its business,
  the Company  had estimated,  as of  June 30,1998,  a $507,000  loss  on
  disposal of the  Medicare business which  was based  on 1998  operating
  results and known financial obligations. For  the year ended 1999,  the
  Medicare operations had a net loss of $311,000 that offset the  reserve
  for discontinued operations which includes  the sale of certain  assets
  of Homemakers  for  $350,000  and  account  receivable  write  offs  of
  approximately $630,000.  While the  Company believes that  its estimate
  for  discontinuation  of  operations  are  sufficient,  there can be no
  guarantee that there will be no additional expense  associated with the
  Company's elimination of this line of business.


  Results of Operations:

  The following table sets forth, for fiscal year 1999 and 1998,  certain
  items from the Company's Consolidated Statement of Operations expressed
  as a percentage of net sales.
<TABLE>

                                     Fiscal Years Ended June 30
                                         1999         1998
                                         -----------------
  <S>                                    <C>          <C>
  Net sales                              100%         100%
  Direct cost of services                 68%          70%
  Gross margin                            32%          30%
  Operating expenses                      39%          45%
  Non-operating income                     0%           2%
  Loss from continuing operations
     before income taxes                  (7%)        (12%)
  Income Tax (Benefit) Expense            (0%)         (3%)
  Income(Loss) from continuing operations (8%)        (10%)
  (Loss) from Discontinued Operations                  (6%)
  Net (Loss)                              (8%)        (16%)

</TABLE>
<PAGE>
  Fiscal 1999 Compared to Fiscal 1998:

  Sales.

  Client service  revenue  from  continuing operations  grew  from  $23.1
  Million in 1998 to  $27.9 Million in 1999,  for an overall increase  of
  $4.8 Million  or  21%.   Approximately  $4.4  Million  of  the  revenue
  increase originated with  Help at Home,  Inc. (IL)  with the  remaining
  $400,000  attributable  to  the  Company's  locations  in  Alabama  and
  Mississippi (Statewide Healthcare Services, Inc.).

  Homemaker services delivered to clients  of the Illinois Department  on
  Aging ("IDOA") provided revenues of $16.9 Million, representing 60%  of
  total revenues for the year as  compared with $13.7 Million or 59%  for
  1998.   The  contractual arrangement  with  IDOA requires  that,  at  a
  minimum, 73% of receipts from IDOA client services be spent for  direct
  costs of  providing  care  (as  defined  by  IDOA  regulations).    The
  Company's report of its direct costs incurred in the provision of  care
  to IDOA clients is subject to an annual independent audit.   Management
  believes the Company is in compliance with the direct cost requirements
  imposed by IDOA.     Accounts receivable  from IDOA represented 33%  of
  total receivables as  of June 30,  1999 compared to  29% for the  prior
  year.

  The Company also  operates pursuant  to numerous  other contracts  with
  various state  and  local  agencies  on  aging  in  Illinois,  Indiana,
  Missouri, Arkansas, Mississippi and Alabama.  Revenue derived from such
  contracts totaled approximately $9.4 Million (34%) versus $8.0  Million
  (35%) in 1998.  Revenue from private, commercial and staffing  services
  yielded $1.6 Million (6%) versus $1.4 Million (6%) in 1998.

  Direct Costs of Services.

  Direct costs of providing  all services reached  $19.1 Million (68%  of
  revenues) versus $16.2 Million (70% of  revenues) in 1998.  The  growth
  of $2.9 Million  relates to  increased volume  and an  increase in  the
  Illinois homemaker  minimum wage  from $5.15  to $5.35  in November  of
  1998. The decrease  in direct  costs as  a percentage  of revenues  was
  mostly attributable  to the  increase in  revenue  from the  IDOA  rate
  increase.

  Selling, General and Administrative Expense.

  Operating expenses grew by approximately $500,000 from $10.3 Million in
  1998 to $10.8 Million in 1999  and comprised, respectively 45% and  39%
  of the  Company's  revenues.  The increase  in  operating  expenses  is
  predominately attributable to  the Company's reserve  for bad debt  and
  direct write  off of  uncollectible  receivables which  increased  from
  $800,000 in 1998 to $3 million in 1999.
<PAGE>
  Administrative salaries decreased  from $4.2  Million in  1998 to  $3.4
  Million in  1999 for  an  overall decrease  of  19%. This  decrease  is
  partially attributable  to the  reduction  of administrative  staff  in
  Mississippi and Alabama in connection with the consolidation of offices
  in those states as well as a reduction in staff at the corporate level.
  Administrative salaries  were 18%  of revenues  in 1998  versus 12%  in
  1999.  Professional fees and insurance  expenses increased by 42%  from
  approximately $600,000 in 1998 to approximately $856,000 in 1999.  This
  increase was partially  attributed to  increased worker's  compensation
  premiums as  a  result of  the  increase in  business  as well  as  the
  utilization  of  outside  accounting   assistance.    Occupancy   costs
  decreased from  $1.6  Million in 1998 to  $1.1 million in 1999.  Travel
  expenses decreased by  37% during 1999  to $212,000  from $335,000  the
  year before  with most  of the  decrease  attributable to  less  travel
  required due to the consolidation  of offices.

  Depreciation and  amortization expense  moved from  approximately  $1.6
  Million in 1998 to $110,000 in 1999.  The decrease is  due entirely  to
  the write-off of goodwill associated with the Oxford companies.

  Advertising and promotional expense decreased, moving from $343,000  to
  $613,000 in 1998 to 242,000 in  1999. The 60% decrease is  attributable
  to the Company's implementation of cost cutting measures in 1998  which
  de emphasized the use of promotional items as a marketing tactic.

  Interest.

  Interest expense decreased by $96,000 from $333,000 in 1998 to $237,000
  in 1999 due to a decrease in the Company's long term debt. Indebtedness
  related  to  the  Company's  revolving  credit  facility  decreased  by
  $1.3,from $2.9 million as of June 30,  1998 to $1.6 Million as of  June
  30, 1999.

  Earnings.

  The net loss income in 1999 of $2.1 million compares to a net (loss) of
  3.6 million in 1998 representing a decrease of $1.5 million.  The  loss
  per share of common stock was $1.13 versus a loss per share of 1.93  in
  1998.  The income (loss) is  based on 1,869,375 shares of Common  Stock
  issued and outstanding.
<PAGE>
  Segment Operations.

  Management has elected  to identify the  Company's reportable  segments
  based on geographic areas: Alabama, Illinois/Indiana, Missouri/Arkansas
  and Mississippi.

  Information related  to the  Company's reportable  segments for  fiscal
  1999 is as follows(in thousands):
<TABLE>

                      AL          IL         MO       MS     TOTAL
                     -----      ------     -----     -----   ------
  <S>               <C>        <C>        <C>       <C>     <C>
  From Continuing
   Operations:
  Revenue           $3,103     $19,447    $1,328    $4,011  $27,889
  Direct Costs       2,193      13,216       811     2,871   19,091
                     -----      ------     -----     -----   ------
  Gross margin         910       6,231       517     1,140    8,798
  Operating
   expenses            868       4,925       575     1,614    7,982
                     -----      ------     -----     -----   ------
  Operating income
   (loss)               42       1,306        (58)    (474)     816


  Total Assets      $1,398     $ 2,889     $1,637   $1,225  $ 7,149
                     =====      ======      =====    =====   ======

  A reconciliation of the segments' operating income to the  consolidated
  net loss is as follows (in thousands):
       <S>                                <C>
       Segments' operating income:        $   816

       Plus:
            Non-operating income               12
       Less:
            Income Tax expense               (130)
            Corporate overhead expense     (2,799)
                                           ------
            Consolidated net loss         $(2,101)
                                           ======

  A reconciliation of the segments' net assets to consolidated net assets
  is as follows (in thousands):
       <S>                                <C>
       Segments' total assets             $ 7,149

       Plus:
            Corporate/support entities'
              total assets                    545
                                           ------
       Consolidated total assets          $ 7,694
                                           ======
</TABLE>
<PAGE>

  Information related to the Company's reportable segments for 1998 is as
  follows (in thousands):
<TABLE>

                      AL        IL          MO        MS     TOTAL
                     -----      ------     -----     -----   ------
  <S>              <C>         <C>         <C>      <C>     <C>
  From Continuing
   Operations:
  Revenue          $ 3,740     $15,405     $ 882    $3,110  $23,137
  Direct Costs       2,991      10,586       542     2,075   16,194
                     -----      ------     -----     -----   ------
  Gross margin         749       4,819       340     1,035    6,943
  Operating
     expenses          986       3,221       303     2,879    7,389
                     -----      ------     -----     -----   ------
  Operating income
     (loss)           (237)      1,598        37    (1,844)    (446)

  From Discontinued
   Operations:
  Gain (loss) from
     operations       (764)      (365)        22             (1,107)
     Loss on Disposal (245)      (262)                         (507)
                     -----      ------     -----     -----   ------
  Net Gain (loss)  $ (1246)   $   971     $  (59)   $1,844  $ 2,060
                     =====      ======     =====     =====   ======
  Total Assets     $ 1,377    $  3,143    $1,187    $1,596  $ 7,303
                     =====      ======     =====     =====   ======


  A reconciliation of the segment' net loss to the consolidated net  loss
  is as follows (in thousands):

       <S>                               <C>
       Segments' net loss:               $ (2,060)

       Plus:
            Non-operating income              541
            Income Tax Benefit                845
       Less:
            Corporate overhead expense     (2,928)
                                           ------
            Consolidated Net Loss         $ 3,602
                                           ======

  A reconciliation of the segments' net assets to consolidated net assets
  is as follows (in thousands):

       <S>                                <C>
       Segments' total assets             $ 7,303

       Plus:
            Corporate/support entities'
               total assets                 1,258
                                           ------
       Consolidated total assets          $ 8,561
                                           ======
<PAGE>
  Earnings Outlook.

  The Company  has  closed  six Mississippi  offices  and  three  Alabama
  offices during the 1999 fiscal year  in order to reduce  administrative
  expense burdens. In  addition, the Company  has cut  back on  executive
  travel, eliminated corporate staff positions and significantly  reduced
  promotional campaigns and advertising expense  in an effort to  contain
  expense.

  The Company will benefit from rate increases recently instituted by the
  Illinois  Department  on  Aging  (7.9%),  the  Illinois  Department  of
  Rehabilitative Services (7.9%)  and Missouri  Department on  Aging(8.3%
  overall).

  In  an  effort  to  improve  operating  results  in  its  Alabama   and
  Mississippi locations, in  1998 the  Company has  also instituted  wage
  caps for field staff and maximums for reimbursement of mileage  between
  clients' homes, in Alabama and Mississippi. Similarly, the Company also
  elected to impose field staff wage caps for its Illinois operations  to
  ensure continued  adequacy of  operating  margins in  those  locations.
  Despite the low  unemployment levels nationwide,  the Company has  been
  successful  in  recruiting  field  staff   at  its  current  wage   and
  reimbursement rate. Although the  Company may be  forced to adjust  its
  union  pay  scale   slightly  upward  as   a  direct   result  of   the
  aforementioned IDOA rate increase, the Company does not believe at this
  time that any such wage increases will consume a significant portion of
  the rate increase.


  Liquidity and Capital Resources.

  The Company's basic cash requirements are for operating expenses  which
  are generally comprised of labor, occupancy and  administrative  costs.
  The Company reduced its long-term debt in 1999 by $1.3 million in  part
  by utilizing the proceeds  ($350,000) from  the sale  of  Homemakers of
  Montgomery  to  pay  down the  facility.   The  Company's  secured debt
  obligations  total  approximately  $1.6 Million as  of  June  30, 1999.
  Total long term debt as of June 30,  1998 totaled $2.9 Million.   Total
  working  capital  deficiency  was $196,000  as  of June 30, 1999 versus
  total working capital of $1.6 Million as of the same date in 1998.

  The Company, as of June 30, 1998, was in technical default relative  to
  two financial ratios enumerated in the  loan agreement for its  secured
  bank debt of $2.9 Million.   The Company's loan agreement for its  long
  term secured debt with Harris Bank became due at December 30, 1998  and
  remained past due at June 30, 1999. During this period the Company  and
  Harris Bank operated under  a series of  standstill agreements and  the
  Company was  able to  reduce its  loan  balance by  approximately  $1.3
  million and remained  current on its  interest payments. Subsequent  to
  June 30, 1999  the Company  secured replacement  financing with  Oxford
  Commercial Funding LLC. On July 1,  1999 the Harris Bank loan was  paid
  off in its entirety.

  The terms of the Oxford financing include an advance rate based on  the
  net collectable value of the  Company's accounts receivables which  are
  less than 90  days old and  an interest rate  of prime  plus 3.5%.  The
  Oxford financing does not contain financial covenants.
<PAGE>
  Cash provided by operating activities in  1999 was $1.2 Million  versus
  $2.2 Million used by operating activities in 1998.  The operating  cash
  flow differential of  approximately $3.4 million  generally relates  to
  the accrued expenses relative  to untimely payroll tax  deposits.   The
  Company  reduced  borrowings  under its  existing  credit  facility  by
  approximately  $1.3  Million  which  accounts  for  the  cash  used  in
  financing  activities  versus cash provided  by financing  in the prior
  year of 1.7  Million as result of net borrowings from its lenders.  Net
  cash  used in  investing  activities was  $56,000 for the year ended in
  1999 versus $95,000 of net cash provided by investing activities during
  the prior year.   The Company  experienced a net  cash depletion, on  a
  year to year basis, of $198,000.

  The Company had approximately $214,000 of  cash on hand as of June  30,
  1999 as contrasted to $412,000 of cash on  hand in 1998.  Based on  the
  Company's operating projections, cash flows from established operations
  should be sufficient to fund the  business during the coming year.   In
  July  of  1999  the Company began a  campaign  to focus  on  collecting
  certain  large account  receivables balances and in  September  of 1999
  began to collect on these balances.

  Management intends  to  continue its  pursuit  of internal  growth  and
  development opportunities and will utilize cash from operations, future
  indebtedness and any exercise of its outstanding Warrants to fund  such
  growth.

  Year 2000 Compliance.

  The Company acquired  new accounting software  packages in fiscal  1997
  including general ledger, payroll, purchasing, accounts receivable  and
  scheduling modules, all of which are  year 2000 compliant. The  Company
  has also modified  its proprietary billing  system so that  it is  year
  2000 Compliant.  The Company does not expect to expend any monies, as a
  result, in  updating  or  otherwise modifying  its  operating  software
  systems to achieve year 2000 compliance.

  Item 7.   Financial Statements.

  Financial Statements for the Years Ended June 30, 1999 and 1998.

  Attached hereto  and  filed as  a  part of  this  Form 10-KSB  are  the
  Consolidated Financial Statements of the Company.

  Item 8.   Changes In and Disagreements  With Accountants on  Accounting
            and Financial Disclosure.

  There have been no disagreements between the Company and its accountants,
  Richard  A.  Eisner  LLP  and  Company  and  PricewaterhouseCoopers, LLP,
  regarding accounting principles or financial disclosures.
<PAGE>
                                 PART III

  Item 9.   Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act.

  Directors and Executive Officers.

  The following table sets forth  certain information concerning each  of
  the current  executive  officers  and  directors  of  the Company.  The
  company's  officers  and  directors  are  elected  to  serve  in   such
  capacities until the earlier to occur of the election and qualification
  of their  respective  successors  or  until  their  respective  deaths,
  resignations  or  removal  by  the  Company's  Board  of  Directors  or
  shareholders, respectively,  from such  positions.   Directors  do  not
  currently  receive  compensation  for  their  services  as  such.   One
  director received shares of Common Stock in consideration for  agreeing
  to serve as a director.

  Name                     Age       Position and Offices

  Louis Goldstein          56        Chairman of the Board, Chief
                                     Executive Officer and Treasurer
  Joel Davis               35        President, Chief Operating  Officer,
                                     Secretary and Director
  Robert Kirshner          55        Director
  Robert Rubin             58        Director
  Steven Venit             38        Director

  Louis Goldstein.  Mr. Goldstein, the founder of the Company, has served
  as the  Company's  chief  executive  officer  and  director  since  its
  inception in 1974.

  Joel Davis.   Mr.  Davis joined  the Company  in July  1995 as  General
  Counsel.  Mr. Davis was named Chief Operating Officer of the Company in
  March 1996 and President in February of 1997. From October 1989 through
  July 1995,  Mr. Davis  was an  Associate at  the law  firm of  Hlustik,
  Huizenga, Williams and Vander Woude, Ltd. In Chicago.

  Robert Kirshner.  Mr. Kirshner became a director of the Company in June
  1998.  Mr.  Kirschner is  currently retired  and served  as a  Regional
  Manager of  Plywood Minnesota  for 15  years.   Mr. Kirschner's  duties
  included overseeing  the  daily  operations of  multiple  retail  store
  locations while employed by Plywood Minnesota.

  Robert Rubin.   Robert Rubin has  served as a  Director of the  Company
  since December 1995.  Since June 1992, Mr. Rubin has been a Director of
  Diplomat Corporation,  a  public company  engaged  in the  business  of
  direct mail order sales of womens' apparel and accessories.  In October
  1996 Mr. Rubin became a director  of Med-Emerg International, Inc.,  an
  operator of nursing homes and related health care services.  Currently,
  Mr. Rubin is also  a director or Arzan  International, an Israeli  food
  distributor.
<PAGE>
  Mr. Rubin  has served  as the  Chairman of  the Board  of Directors  of
  Western  Power  and  Equipment  Corporation  ("WPEC"),  a  construction
  equipment distributor, since November 20,  1992.  Between November  20,
  1992 and March 7, 1993, Mr. Rubin served as Chief Executive Officer  of
  WPEC.  Between October 1990 and January 1, 1994 Mr. Rubin served as the
  Chairman of the Board  and Chief Executive  Officer of American  United
  Global, Inc., a  telecommunications and software  company ("AUGI")  and
  since January 1, 1994, solely  as Chairman of the  Board of AUGI.   Mr.
  Rubin was  the  founder,  President,  Chief  Executive  Officer  and  a
  Director of Superior Care, Inc. (SCI") from its inception in 1976 until
  May 1986  and continued  as a  Director  of SCI(  now known  as  Olsten
  Corporation ("Olsten") until the  latter part of 1987.   Olsten, a  New
  York Stock Exchange listed  company is engaged  in providing home  care
  and  institutional  staffing  services   and  health  care   management
  services.  Mr. Rubin was formerly a Director and Vice Chairman, and  is
  a minority  stockholder  of American  Complex  Care, Inc.  ("ACCI"),  a
  public company which provided  on-site health care services,  including
  intradermal infusion therapies.  In April 1995, the principal operating
  subsidiaries of ACCI  petitioned the Circuit  Court of Broward  County,
  Florida for an assignment for the  benefit of creditors.  Mr. Rubin  is
  also a Director,  Chairman and minority  stockholder of Universal  Self
  Care, Inc., a public  company engaged in the  sale of products used  by
  diabetics, and Response USA, Inc., a public company engaged in the sale
  and distribution of personal emergency response systems.  Mr. Rubin  is
  also Chairman, Chief Executive Officer and  a Director and a  principal
  stockholder of ERD Waste Corporation, a public company specializing  in
  the management and  disposal of municipal  solid waste, industrial  and
  commercial nonhazardous solid waste and hazardous waste.  In  September
  1997, ERD Waste  Corporation filed for  protection under  Title 11  for
  reorganization under Chapter 11 of the Bankruptcy Code.

  Steven Venit.   Mr. Venit  has been a  sole practitioner  with the  Law
  Offices of  Steven  L. Venit,  Esq.  For more  than  ten years  and  is
  licensed to  practice  law  in  the  states  of  Illinois,  Nevada  and
  Wisconsin.  (See Certain Relationships and Related Transactions.)

  Section 16 Compliance.

  During fiscal 1998, there were no failures to timely report on Forms  3
  or 4 pursuant to the provisions of Section 16(a) of the Exchange Act.
<PAGE>
  Item 10.  Executive Compensation.

  The following  table  sets forth  the  cash compensation,  as  well  as
  certain other  compensation paid  or accrued,  by  the Company  to  the
  Company's Chief executive  Officer, Chief Operating  Officer and  chief
  Financial Officer  for the fiscal years  ended June 30, 1998  and 1999.
  No other individuals had  total annual compensation exceeding  $100,000
  during these fiscal years.

</TABLE>
<TABLE>

                          Annual Compensation       Long-Term Compensation
  Name and Position     Year    Salary    Bonus     Other     Stock Options
  -----------------     ----    ------   ------    -------    -------------
  <S>                   <C>    <C>      <C>       <C>         <C>
  Louis Goldstein
   Chairman, CEO, Dtr.  1999   $279,396       0    $59,967(1)
                        1998   $241,447 $37,950   $224,013(1)  300,000(3)


  Joel Davis
   Chief Operating
   Officer, Dtr.        1999   $130,000    0
                        1998   $134,037 $13,000          -(2)  100,000(3)

  Sharon Harder (4)
   Chief Financial
   Officer              1999   $130,824    -             -        -
                        1998   $158,339 $16,000          -(2)  100,000(3)

</TABLE>
  (1) Pursuant to provisions in his revised Employment Contract  approved
  by the Compensation Committee of the Board of Directors, Mr.  Goldstein
  received certain  compensation  related  to personal  expenses.    Such
  compensation totaled approximately 42,834 in 1999 and $129,082 in 1998.
  Utilizing an  effective tax  rate of  40%, the  Company assumed  income
  taxes  associated  with  personal expenses in the amount of $17,133  in
  1999 and $55,006 in 1998.

  (2) With  respect  to  each named  officer,  the  aggregate  amount  of
  perquisites was less than either $50,000 or 10% of the salary reported.

  (3) Pursuant to an action of the Compensation Committee of the Board of
  Directors, Mr. Goldstein received options to purchase 300,000 shares of
  the Company's  Common Stock  in 1998  and 200,000  options to  purchase
  Common Stock in 1997.   The options are priced  at $1.63 and $4.65  per
  share and are fully vested; however, the market price of the underlying
  securities was less than the exercise price  as of  September 30, 1998.
  Ms. Harder and Mr. Davis received options to purchase 100,000 share  of
  the Company's Common Stock, each, in  1998.  The options are priced  at
  $1.12 per share and are fully vested.  As noted previously, the  market
  price of the underlying securities was less than the exercise price  as
  of September 30, 1999.

  (4)  Effective February 19, 1999  Ms. Harder regigned  as CFO, she  did
  not receive any severance package  or other compensation in  connection
  with her resignation.
<PAGE>
  Employment Agreement.

  As of  December 1997  the Company  entered  into a  revised  employment
  agreement with  Louis  Goldstein.    Pursuant  to  the  agreement,  Mr.
  Goldstein receives an annual base salary of $230,000 per year,  subject
  to increase  in  each successive  year  of  the contract  term  at  the
  discretion of the Compensation Committee of the Board of Directors.  In
  addition, Mr.  Goldstein is  entitled to  receive a  benefit  allowance
  equal to 10% of his annual compensation, a monthly automobile allowance
  and full reimbursement of personal  expenses necessitated by travel  on
  behalf of the Company.  Based  on the Company's financial  performance,
  Mr. Goldstein  shall  also  be entitled  to  receive  annual  incentive
  payments ranging  incrementally from  $25,000  to $100,000  based  upon
  after-tax income  adjusted  for  non-cash  expenses  and  extraordinary
  items.   In the  event of  a  change in  control  of the  Company,  Mr.
  Goldstein shall be entitled to receive a one-time cash payment equal to
  10% of the excess market capitalization  as defined  in the  agreement.
  Excess market  capitalization is  defined as  an  amount equal  to  the
  outstanding shares of  the Company's  capital stock  multiplied by  the
  closing share price  on the 30th  day following the  change in  control
  less  $6  Million.    In  the  event  of  Mr.  Goldstein's  involuntary
  termination without cause,  he shall be  entitled to receive  severance
  pay for the unexpired portion of the agreement's term equal to the  sum
  of his base compensation, benefit allowance and the incentive payments,
  as applicable.  The agreement is for  a term of ten years beginning  in
  December 1997.

  Change in Control Agreements.
  As of March 1998 the Company entered into an employment agreements with
  Joel Davis the Company's Chief Operating Officer. The agreement is  for
  a term of 36 months and  provides for annual compensation of Mr.  Davis
  and at the rate of $130,000.  In the  event of a change in control,  as
  defined in  the agreement,  Mr.  Davis shall  be  deemed to  have  been
  terminated without cause  and shall be  entitled to severance  payments
  equal to three times his annual salary.

  Stock Option Plan.

  The company adopted a Stock Option Plan  in August, 1995.  The plan  is
  administered  by  the  Board  of  Directors  through  its  Compensation
  Committee.   In January  1997 the  Company's shareholders  approved  an
  amendment to the plan to increase,  by 1,500,000, the aggregate  number
  of shares of common Stock available for  which options may  be granted.
  Pursuant to  the plan,  options to  acquire an  aggregate of  1,764,375
  shares of  Common Stock  may be  granted, 720,000  of which  have  been
  granted to  date,  at  exercise  prices  ranging  from  $1.12  (200,000
  options) to $5.88 (20,000  options).  The plan  provides for grants  to
  employees, consultants and directors of the Company.
<PAGE>
  The 1995  Stock Option  Plan authorizes  the Board  to issue  incentive
  stock options  (ISOs) as  defined  in section  422  A of  the  Internal
  Revenue Code of 1986, as amended  (the Code), as well as stock  options
  that do not conform to the requirements of the Code section (Non-ISOs).
  Consultants and  directors who  are not also  employees of the  Company
  could be granted only Non-ISOs.  The exercise price of each ISO may not
  be less than 100% of the fair market  value of the common Stock at  the
  time of grant, except that in  the case of a  grant to an employee  who
  owns 10%  or  more  of  the  outstanding stock  of  the  Company  or  a
  subsidiary or parent of the company  (a 10% Stockholder), the  exercise
  price may not be less than 100% of the fair market value on the date of
  the grant.  The exercise price  of each Non-ISO shall be determined  by
  the Board of Directors in its discretion and may be less than the  fair
  market value of the common Stock (but not less than 85%) on the date of
  grant.  Notwithstanding the foregoing, the exercise price of any option
  granted on or after the effective date of the registration of any class
  of equity  security  of the  company  pursuant  to Section  12  of  the
  Securities and Exchange Act of 1934, and prior to six months after  the
  termination of such registration may be  no less than 100% of the  fair
  market value per  share on  the date of  the grant.   ISOs  may not  be
  exercised after the tenth anniversary (fifth anniversary in the case of
  any option granted to a 10% Stockholder) of their grant.  Non-ISOs  may
  not be  exercised  after  the tenth  anniversary of the  date of grant.
  Options may  not  be  transferred during  the  lifetime  of  an  option
  holders.  No stock options could be granted under the plan after August
  15, 2005.

  Subject to the provisions of the  Plan, the Board has the authority  to
  determine the individuals to whom the stock options are to be  granted,
  the number of shares to be covered by each option, the exercise  price,
  the type of options,  the option period, the  restrictions, if any,  on
  the exercise of  the option, the  terms for the  payment of the  option
  price and other terms and conditions.  Payments by option holders  upon
  exercise of an option may be made (and determined by the Board) in cash
  or such  other form  of payment  as may  be permitted  under the  Plan,
  including without limitation, by promissory note or by shares of Common
  Stock.


  Indemnification of Officers and Directors.

  The Articles of  Incorporation and Bylaws  of the  Company provide  for
  indemnification of  each director  and officer  or former  director  or
  officer or any person who may have served at the request of the Company
  as a director or  officer of another corporation  in which the  Company
  owns shares  of capital  stock or  is  a creditor.   The  company  will
  indemnify against reasonable costs and expenses incurred in  connection
  with any action,  suit or proceeding  to which any  of the  individuals
  described herein were made a party by reason of his/her or their  being
  or having been  such a director  or officer, unless  such director  has
  been adjudicated to have  been liable for  negligence or misconduct  in
  his or  her corporate  duties.   As of  the date  of this  filing,  The
  company is unaware  of any existing,  threatened or pending  litigation
  involving  a  former  or  current   director  that  will  require   the
  indemnification of the Company.
<PAGE>
  Notwithstanding  the  foregoing   indemnification  provisions  of   the
  Company's Articles of  Incorporation and Bylaws,  the Company has  been
  informed that, in  the opinion of  the Commission, indemnification  for
  liabilities arising under the Securities  Act is against public  policy
  and is, therefore, unenforceable.

  Item  11.    Security  Ownership  of  Certain  Beneficial  Owners   and
  Management.

  The following tables set forth, as of the date of this filing,  certain
  information with respect to stock ownership of (i) all persons known by
  the Company to be  beneficial owners of 5%  or more of its  outstanding
  shares of Common Stock, Warrants and/or options; (ii) all directors and
  officers individually and  as a group,  together with their  respective
  percentage ownership of such shares.

  Name                               Shares Owned    Percentage Owned
  ----                               ------------    ----------------
  Robertson Stephens & Co., Inc. (1)    204,559             4.5% (3)
  Herbard, Ltd. (2)                     217,000             4.8% (3)

  (1)  The address for Robertson Stephens &  Co., Inc. is 555  California
       Street, Suite 2600, San Francisco, CA 94104

  (2)  The address for Herbard, Ltd. Is P.O. Box 438, Road Town  Tortola,
       British Virgin Islands, Tottola, D9.

  (3)  Based on fully diluted, weighted average number of shares at  June
       30, 1998.    Includes  Common  Stock,  Common  Stock  Options  and
       Warrants.  This information is taken from various filings and,  to
       the best of management's knowledge, is correct as of September 30,
       1998.
<TABLE>

  Name                          Shares    Option    Percentage Owned
  ----                          ------    ------    ----------------
  <S>                           <C>       <C>             <C>
  Louis Goldstein (1)           962,500   500,000         32.9%(2)
  Joel Davis (1)                     50   110,000          2.5%(2)
  Sharon Harder (1)                   -   100,000          2.2%(2)
  Robert Kirschner                    -         -            - (2)
  Robert Rubin (1)               52,500   150,000          4.5%(2)
  Steven Venit (1)                    -    10,000           .2%(2)
  Officers and Directors as
     A Group                  1,065,000   870,000         42.3%(2)

</TABLE>
  (1) The address  for the  named individual  is 223  West Jackson  blvd,
  Chicago, IL.

  (2) This is based on fully  diluted, weighted average number of  shares
  at June 30, 1999.  Mr. Goldstein's percentage of common shares actually
  issued and outstanding at June 30, 1999 is approximately 51%.
<PAGE>
  Item 12.  Certain Relationships and Related Transactions.

  In connection with the formation of the Company, on August 7, 1995, the
  company issued to  Louis Goldstein 962,500  shares of  common Stock  in
  exchange for 2,750  shares of common  stock of Help  at Home, Inc.,  an
  Illinois corporation (Help  at Home, IL).   Mr.  Goldstein was  awarded
  200,000 options to  purchase shares of  the Company's  common stock  in
  April 1997 and 300,000 options to purchase Common Stock in March  1998.
  The  options are exercisable  at a price of  $4.65 per share and  $1.63
  per share, respectively.

  In 1992,  1993  and 1994  Help  at Home,  IL  loaned to  Mr.  Goldstein
  $135,470, $101,135 and $92,721, respectively.  The loans bear  interest
  at nine percent per year.   Subsequent  to  June 30, 1999 the loans are
  restructured to run concurrent  with  the Employment Agreement expiring
  in December 2007, and include an approximately  $15,000  annual payment
  with a balloon payment  at the end  of the term.  The balance  of  such
  loans at June 30, 1999 was  $146,200.  The  loans increased  by $12,538
  during the year due to accumulation of interest.

  During 1998,  the Company  paid  an aggregate  of approximately  $4,364
  (including accrued  fees  from  the prior  year)  to  Steven  Venit,  a
  director, for certain routine legal services.

  The Company, acting as a subcontractor,  billed $73,000,  in 1998 to  a
  not-for-profit organization in which Mr. Goldstein is an officer.

  The  Company  has  adopted  a  policy  that  all  future  transactions,
  including loans  between  the  Company  and  its  officers,  directors,
  principal stockholders  and  their affiliates  must  be approved  by  a
  majority of  the  Board  of Directors,  including  a  majority  of  the
  independent  and  disinterested  outside  directors  on  the  Board  of
  Directors, and will be on terms  no less favorable to the Company  than
  could be obtained from unaffiliated third parties.
<PAGE>
  Item 13. Exhibits and Reports on Form 8-K.

  (a)  Except as otherwise noted, the Exhibit listed below has previously
       been filed as an exhibit  to the Company's Registration  Statement
       on  form  SB-2   Registration  No.   33-97034  (the   Registration
       Statement) and/or the Post Effective Amendment No. 1 thereto  (the
       amendment, and is incorporated herein by reference.

  3.1  Articles of Incorporation of  Help at Home  of Evanston, Inc.,  an
       Illinois corporation, dated  February 27,1975 as  amended on  June
       17, 1982 changing its name to Help at Home, Inc.
  3.2  Certificate of Incorporation  of Help  at Home,  Inc., a  Delaware
       corporation, dated August 7, 1995.
  3.3  Certificate of Incorporation of Lakeside Home Health Agency, Inc.,
       a Missouri corporation, dated April 20, 1993.
  3.4  Certificate of  Incorporation of  Rosewood Home  Health, Inc.,  an
       Illinois corporation, dated march 4, 1994.
  3.5  Certificate of Incorporation  of HASC Staffing  Services, Inc.,  a
       Mississippi corporation, dated March 23, 1986.
  3.6  Certificate of Incorporation of Homemakers of Montgomery, Inc., an
       Alabama corporation, dated March 27, 1985.
  3.7  Certificate of  Incorporation  of Statewide  Healthcare  Services,
       Inc., a Mississippi corporation, dated January 10, 1974.
  3.8  Help at Home, Inc. Bylaws.
  4.1  specimen Common Stock Certificate.
  4.2  specimen Redeemable Common Stock Purchase Warrant.
  4.3  Form of Warrant Agreement.
  4.4  form of Underwriter's Warrant.
  10.1 Employment Agreement with Louis Goldstein.
  10.2 Form of contract with the Illinois Department on Aging.
  10.3 1995 Stock Option Plan.
  21.1 Subsidiaries.
  27.1 Financial Data Schedule.*

  *    Filed as an Exhibit hereto.

            (b)  Reports filed on or in conjunction with Form 8-K.

       There were no reports filed on form 8-K during fiscal 1998.

<PAGE>

                                 SIGNATURES

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


  Dated:    November 12, 1999        HELP AT HOME, INC.


                                     By: /s/ Louis Goldstein
                                     Louis Goldstein
                                     Chairman and Chief Executive Officer


                                     By: /s/ Joel Davis
                                     Joel Davis
                                     Chief Operating Officer

                                     By: _________________________
                                     Robert Rubin
                                     Director

                                     By: _________________________
                                     Steven Venit
                                     Director

                                     By: _________________________
                                     Robert Kirschner
                                     Director


  HELP AT HOME, INC. AND SUBSIDIARIES


  Contents

                                                                     Page
                                                                     ----
  Consolidated Financial Statements

   Independent auditors' report                                      F-2

   Report of Independent Accountants                                 F-2A

   Balance sheet as of June 30, 1999                                 F-3

   Statements of operations for the years
     ended June 30, 1999 and 1998                                    F-4

   Statements of changes in stockholders'
    equity (capital deficiency) for the years
    ended June 30, 1999 and 1998                                     F-5

   Statements of cash flows for the years
    ended June 30, 1999 and 1998                                     F-6

   Notes to financial statements                                     F-7

<PAGE>
  INDEPENDENT AUDITORS' REPORT

  Board of Directors
  Help At Home, Inc.
  Chicago,  Illinois


  We have audited the  consolidated balance sheet of  Help at Home,  Inc.
  and its subsidiaries (collectively, the "Company") as of June 30, 1999,
  and the  related  consolidated  statements of  operations,  changes  in
  stockholders' equity (capital deficiency) and  cash flows for the  year
  then  ended.     These  consolidated  financial   statements  are   the
  responsibility of the Company's management.   Our responsibility is  to
  express an opinion on these financial statements based on our audit.

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

  In our opinion, the consolidated financial statements enumerated  above
  present fairly, in  all material respects,  the consolidated  financial
  position of Help  at Home,  Inc. and  its subsidiaries  as of  June 30,
  1999, and their consolidated results of operations and their cash flows
  for  the  year  then  ended,  in  conformity  with  generally  accepted
  accounting principles.

  The accompanying consolidated financial  statements have been  prepared
  assuming that  the  Company will  continue  as  a going  concern.    As
  discussed in  Note  B to  the  consolidated financial  statements,  the
  Company has  incurred recurring  operating  losses, has  negative  cash
  flows and negative working capital, and has failed to make payroll  tax
  deposits  with  respect  to  certain  periods.    These  factors  raise
  substantial doubt about the  Company's ability to  continue as a  going
  concern.   Management's  plans in  regard  to these  matters  are  also
  described in  Note B.   The  consolidated financial  statements do  not
  include any  adjustments that  might result  from the  outcome of  this
  uncertainty.



  Richard A. Eisner & Company, LLP

  New York, New York
  October 1, 1999

                                  F-2
<PAGE>
                     REPORT OF INDEPENDENT ACCOUNTANTS


  Board of Directors
  Help At Home, Inc.
  Chicago, Illinois

  We have audited the  consolidated balance sheet of  Help At Home,  Inc.
  its subsidiaries (collectively, the "Company") as of June 30, 1998, and
  the  related  consolidated   statements  of   operations,  changes   in
  stockholders' equity  and cash  flows for  the year  then ended.  These
  consolidated  financial  statements  are  the  responsibility  of   the
  Company's management. Our  responsibility is to  express an opinion  on
  these financial statements based on our audit.

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

  In our opinion, the consolidated financial statements referred to above
  present fairly, in  all material respects,  the consolidated  financial
  position of Help  At Home,  Inc. and its  subsidiaries as  of June  30,
  1998, and their consolidated results of operations and their cash flows
  for  the  year  then  ended,  in  conformity  with  generally  accepted
  accounting principles.

  The accompanying consolidated financial  statements have been  prepared
  assuming that  the  Company  will  continue  as  a  going  concern.  As
  discussed in  Note  B to  the  consolidated financial  statements,  the
  Company has incurred  significant operating losses,  has negative  cash
  flows and has not complied with the terms of its debt covenants.  These
  factors raise substantial doubt about the Company's ability to continue
  as a going concern. Management's plans  in regard to these matters  are
  also described in Note B. The consolidated financial statements do  not
  include any  adjustments that  might result  from the  outcome of  this
  uncertainty.


  Pricewaterhouse Coopers
  Chicago, Illinois
  October 9, 1998
                                     F-2A

<PAGE>
<TABLE>
 HELP AT HOME, INC. AND SUBSIDIARIES
  Consolidated Balance Sheets
  June 30, 1999

<CAPTION>
                                                         1999
                                                       ---------
  <S>                                                 <C>
  ASSETS
  Current assets:
   Cash and cash equivalents                          $  214,000
   Accounts receivable (net of allowance for
     doubtful accounts of $1,821,000                   6,782,000
   Prepaid expenses and other current assets             123,000
   Income tax receivable                                  50,000
   Deferred income taxes - current                       156,000
                                                       ---------
     Total current assets                              7,325,000

  Furniture and equipment, net                           138,000
  Due from officer                                       146,000
  Other assets                                            88,000
                                                       ---------
                                                      $7,697,000
                                                       =========

  LIABILITIES
  Current liabilities:
   Current maturities of long-term debt               $1,607,000
   Accounts payable                                      574,000
   Accrued expenses and other current liabilities      5,102,000
   Due to third-party payors                             454,000
   Deferred income taxes - current                       156,000
                                                       ---------
     Total current liabilities                         7,893,000
                                                       ---------
  Commitments and contingencies

  STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)
  Preferred stock, par value $.01 per
   share;1,000,000 shares authorized,
   none issued or outstanding
  Common stock, par value $.02 per
   share;14,000,000 shares authorized,
   1,869,375 issued and outstanding                       37,000
  Additional paid-in capital                           3,694,000
  Deficit                                             (3,927,000)
                                                       ---------
                                                        (196,000)
                                                       ---------
                                                      $7,697,000
                                                       =========

  See independent auditors' report and notes to financial statements
                                 F-3
</TABLE>
<PAGE>
<TABLE>

  HELP AT HOME, INC. AND SUBSIDIARIES

  Consolidated Statements of Operations

                                                            Year Ended
                                                             June 30,
                                                     -------------------------
                                                        1999           1998
                                                     ----------     ----------
  <S>                                               <C>            <C>
  Revenues                                          $27,889,000    $23,137,000
  Direct cost of services                            19,090,000     16,194,000
                                                     ----------     ----------
  Gross margin                                        8,799,000      6,943,000
  Selling, general and administrative expenses       10,782,000     10,317,000
                                                     ----------     ----------
  Loss from operations                               (1,983,000)    (3,374,000)
  Non-operating income                                   12,000        541,000
                                                     ----------     ----------
  Loss from continuing operations
   before income taxes                               (1,971,000)    (2,833,000)
  Income tax expense (benefit)                          130,000       (560,000)
                                                     ----------     ----------
  Loss from continuing operations                    (2,101,000)    (2,273,000)

  Discontinued operations:
   Loss from operations of Medicare
   agencies (less applicable income tax
     expense of $(81,900) in 1998)                         -        (1,025,000)
   Loss on disposal of Medicare agencies,
   including provision for operating
     losses during phase-out period (less
   applicable income tax benefit
     of $202,800 in 1998)                                  -          (304,000)
                                                     ----------     ----------
  Net loss                                         $ (2,101,000)   $(3,602,000)
                                                     ==========     ==========

  Basic and diluted loss per share:
   Loss from continuing operations                       $(1.12)        $(1.22)
   Discontinued operations:
     Loss from operations of Medicare agencies                            (.55)
     Loss on disposal of Medicare agencies                                (.16)
                                                     ----------     ----------
  Net loss per share                                     $(1.12)        $(1.93)
                                                     ----------     ----------
  Weighted average number of common shares -
    basic and diluted                                 1,869,375      1,869,375
                                                     ==========     ==========

  See independent auditors' report and notes to financial statements
                                 F-4
</TABLE>
<PAGE>
<TABLE>

  HELP AT HOME, INC. AND SUBSIDIARIES

  Consolidated Statements of Changes in Stockholders' Equity (Capital Deficiency)

                                                Additional     Retained
                               Common Stock       Paid-In      Earnings
                             Shares     Amount    Capital     (Deficit)      Total
                            ---------   ------   ---------   ----------    ----------

  <S>                       <C>        <C>      <C>         <C>           <C>
  Balance - July 1, 1998    1,869,375  $37,000  $3,694,000  $ 1,776,000   $ 5,507,000
  Net loss for the year                                      (3,602,000)   (3,602,000)
                            ---------   ------   ---------   ----------    ----------

  Balance - June 30, 1998   1,869,375   37,000   3,694,000   (1,826,000)    1,905,000
  Net loss for the year                                      (2,101,000)   (2,101,000)
                            ---------   ------   ---------   ----------    ----------
  Balance - June 30, 1999   1,869,375  $37,000  $3,694,000  $(3,927,000)  $  (196,000)
                            =========   ======   =========   ==========    ==========


  See independent auditors' report and notes to financial statements

                                 F-5
</TABLE>
<PAGE>
<TABLE>

  HELP AT HOME, INC. AND SUBSIDIARIES

  Consolidated Statements of Cash Flows
<CAPTION>
                                                              Year Ended
                                                               June 30,
                                                      ------------------------
                                                         1999          1998
                                                      ----------    ----------
  <S>                                                <C>           <C>
  Cash flows from operating activities:
   Net loss                                          $(2,101,000)  $(3,602,000)
   Adjustments to reconcile net loss to net
     cash provided by (used in)
     operating activities:
      Depreciation                                       110,000       147,000
      Amortization                                           -         136,000
      Non-operating income                               (12,000)          -
     Bad debt expense                                  3,045,000       928,000
     Loss on sale of fixed assets                            -          18,000
     Gain on forgiveness of debt                             -        (241,000)
     Write-off of impaired goodwill                          -       2,266,000
     Deferred tax expense (benefit)                       24,000      (293,000)
     Changes in:
      Accounts receivable                             (3,038,000)   (2,662,000)
      Prepaid expenses and other current assets           31,000         1,000
      Accounts payable                                  (268,000)      156,000
      Accrued expenses and other current liabilities   3,243,000       748,000
      Due to third-party payors                         (259,000)      474,000
      Current income taxes                               387,000      (307,000)
                                                      ----------    ----------
 Net cash provided by (used in) operating activities   1,162,000    (2,231,000)
                                                      ----------    ----------

  Cash flows from investing activities:
   Acquisition of property                               (44,000)      (63,000)
   Proceeds from sale of property                            -         170,000
   Increase in due from officer                              -         (12,000)
                                                      ----------    ----------
 Net cash (used in) provided by investing activities     (44,000)       95,000
                                                      ----------    ----------
  Cash flows from financing activities:
   Proceeds from long-term debt                              -       3,004,000
   Repayment of long-term debt                        (1,316,000    (1,326,000)

 Net cash (used in) provided by financing activities  (1,316,000)    1,678,000

                                                      ----------    ----------
  Net decrease in cash                                  (198,000)     (458,000)
  Cash and cash equivalents - beginning of year          412,000       870,000
                                                      ----------    ----------
  Cash and cash equivalents - end of year            $   214,000   $   412,000
                                                      ==========    ==========
<PAGE>

  Supplemental disclosure of cash flow information:
   Cash payments for:
     Interest                                           $220,000   $   327,000

  Supplemental disclosure of noncash investing and
    financing activities:
   Forgiveness of debt and accrued interest                        $   241,000


  See independent auditors' report and notes to financial statements
                                 F-6

</TABLE>
<PAGE>
  HELP AT HOME, INC. AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
  June 30, 1999 and 1998

  NOTE A - ORGANIZATION AND BUSINESS

  Help at Home, Inc.,  a Delaware corporation  ("Help (Delaware)" or  the
  "Company"), was incorporated on August 7, 1995.  In connection with the
  formation of the Company, 2,100,000 shares of Common Stock were  issued
  to the  shareholders of  Help at  Home, Inc.,  an Illinois  corporation
  ("Help (Illinois)")  in  exchange for  all  the common  stock  of  Help
  (Illinois).

  The consolidated financial statements presented include the accounts of
  Help (Delaware)  and its  wholly owned  subsidiaries: Help  (Illinois),
  Rosewood Home Health, Inc.  ("Rosewood"), Lakeside Home Health  Agency,
  Inc., a Missouri corporation ("Lakeside (Missouri)"), the Oxford  group
  (see  Note  D),  Lakeside  Home   Health  Agency,  Inc.,  an   Illinois
  corporation   ("Lakeside   (Illinois)"),    Preferred   Nursing    Care
  ("Preferred") and HAH Aviation ("Aviation").

  The Company, through its Help (Illinois) subsidiary, provides homemaker
  and general  housekeeping  services  to elderly  and  disabled  persons
  within their homes in  the mid-west region of  the United States.   The
  vast majority of the clients are  obtained and served through  regional
  contracts with various state and municipal agencies.  In addition,  the
  Company provides homemaker and respite services to elderly and disabled
  persons in Alabama and Mississippi under  the terms of  contracts  with
  various state  and regional  area agencies  on aging.   These  agencies
  receive their funding from the Alabama and Mississippi Medicaid  Waiver
  block grants.

  The Company, through its Homemakers of Montgomery, Inc.  ("Homemakers",
  part of the  Oxford group), Lakeside  (Missouri), Lakeside  (Illinois),
  and  Rosewood  subsidiaries  ("Medicare  agencies"),  provided  in-home
  skilled health care services.  Homemakers operated in the  metropolitan
  Montgomery, Alabama area;  Lakeside (Missouri) and Rosewood operated in
  the metropolitan St.  Louis area; Lakeside  (Illinois) operated in  the
  Chicago land area.   Lakeside  (Missouri), Rosewood  and Homemakers  of
  Montgomery, Inc. were certified in  their respective states to  receive
  Medicare reimbursement.    On June 27,  1998,  the Board  of  Directors
  adopted a  plan to  dispose of  these  entities that  provided  in-home
  skilled healthcare services (see Note P).

  NOTE B - LIQUIDITY

  The Company has incurred recurring operating losses, has negative  cash
  flows and negative working capital and in fiscal year 1999  has  failed
  to  make  payroll  tax  deposits  with  respect  to  certain   periods.
  Management believes that the Company's viability as a  going concern is
  dependent upon a return to profitability and positive cash flow and its
  ability to better  manage  its accounts  receivables.    Management has
  implemented several new practices to ensure that invoices are submitted
  timely, collections are  monitored and  service delivery is halted when
  it  becomes  apparent  that  the  Company  will  not  receive  payment.
  Management has also  identified  certain shortcomings in  the  area  of
  billings  in  one  of  its  two computer  systems  and  has  decided to
  eliminate  that system and go back to its proprietary system by the end
  of the calendar year.
<PAGE>
  Management has  closed  or  consolidated several  of  its  unprofitable
  operating locations in  1999 and expects  to close  or consolidate  any
  locations which  are  not  contributing  positively  to  the  Company's
  profitability in fiscal year 2000.

  Effective  July 1,  1999, the  Company  received a 7.9%  increase  from
  its largest  customer,  the  Illinois  Department  On  Aging  ("IDOA").
  Management believes that this increase will have a significant positive
  impact on the Company's profitability.

  Finally, as further discussed in Notes I & Q the Company has refinanced
  its long term debt which was in technical default at June 30th 1998.

  There can be no  assurances that the  Company's ability to  restructure
  its  accounts  receivable  collections  as  described  above  will   be
  successful.  Management believes that the Company's ability to continue
  as a  going concern  depends upon  the  successful collections  of  its
  accounts receivable, a return to profitability and positive cash flows.
  If the  Company is  unsuccessful in  its efforts,  the Company  may  be
  unable to meet its obligations, making  it necessary to undertake  such
  other actions as may be appropriate.


  NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 [1] Principles of consolidation:

     The  consolidated  financial  statements  include  the  accounts  of
     the  Company   and  its  wholly  owned  subsidiaries.   Intercompany
     transactions and balances have been eliminated in consolidation.

 [2] Revenue recognition:

     The Company has agreements with third-party payors that provide  for
     payments to  the Company at amounts  different from its  established
     rates.   Payment arrangements include  reimbursed costs,  discounted
     charges  and  per  diem  payments.    Revenue  is  reported  at  the
     estimated net  realizable amounts from  clients, third-party  payors
     and  others for  services rendered.   Revenue  under certain  third-
     party  payor  agreements   is  subject  to  audit  and   retroactive
     adjustment.  Provisions for estimated third-party payor  settlements
     are  provided in  the  period  the related  services  are  rendered.
     Differences between  the estimated amounts  accrued and interim  and
     final settlements are reported  in operating results in the year  of
     settlement.  Management  continually evaluates the outcome of  these
     reimbursement  audits  and provides  allowances  for  any  potential
     adjustments.  In the opinion of management retroactive  adjustments,
     if any, would not be  material to the financial position or  results
     of operations of the company.

 [3] Accounts receivable:

     Accounts receivable  are stated at  estimated net realizable  value.
     The  allowance  for  doubtful  accounts  is  based  on  management's
     estimate  of collectibility,  which considers  outstanding  accounts
     receivable, historical experience and current economic conditions.
<PAGE>
 [4] Property and equipment:

     Property and equipment are stated at cost. Depreciation is  provided
     using  accelerated  and straight-line  methods  over  the  estimated
     useful  lives of  the assets.    Amortization of  capitalized  lease
     costs is  included in depreciation  expense.   The estimated  useful
     lives of property and equipment are as follows:

             Software                            3 years
             Computers, autos, office and
              medical equipment                  5 years
              Furniture and fixtures             7 years
             Leasehold Improvements              Lease term

 [5] Loss per share:

     Basic loss  per share  is based on  the weighted  average number  of
     common shares outstanding during  the year.  Diluted loss per  share
     reflects the potential  dilution assuming common shares were  issued
     upon  the exercise  of  outstanding  options and  warrants  and  the
     proceeds thereof  were used to  purchase outstanding common  shares.
     The effect of  the exercise of warrants  and options issued are  not
     included as  their effect  on diluted  earnings per  share is  anti-
     dilutive.

 [6] Cash and cash equivalents:

     All highly  liquid investments purchased  with a  maturity of  three
     months or less are considered to be cash equivalents.

 [7] Income taxes:

     Deferred taxes are recognized for the temporary differences  between
     the bases of assets and liabilities for financial and tax  reporting
     purposes.   Deferred  income   taxes   are  provided   for   certain
     transactions which are  reported in different periods for  financial
     reporting than for  income taxes. Such differences relate  primarily
     to the reporting  of income and expenses  of Help (Illinois) on  the
     cash basis of accounting for income tax purposes and on the  accrual
     method of accounting for financial reporting purposes.

     The  Company  was required  to  change  to the  accrual  method  for
     reporting its income for tax reporting purposes for the years  ended
     June  30,  1997 and  thereafter.    Such change  requires  that  the
     Company include in its taxable income, starting with the year  ended
     June  30, 1997,  the  cumulative  difference between  the  cash  and
     accrual methods, as  of June 30, 1996, over  a period not to  exceed
     four years.  This change is  not expected to have a material  effect
     on net income or earnings per share.
<PAGE>
 [8] Use of estimates:

     The  preparation   of  financial  statements   in  conformity   with
     generally  accepted  accounting principles  requires  management  to
     make estimates and  assumptions that affect the reported amounts  of
     assets  and liabilities  and  disclosure of  contingent  assets  and
     liabilities  at the  date of  the financial  statements.   Estimates
     also affect  the reported amounts  of revenues  and expenses  during
     the  reporting period.   Significant  estimates include  allowances,
     accruals, third-party  settlements and deferred  taxes.  The  actual
     results will differ  from those estimates and the differences  could
     be material.


  NOTE D - ACQUISITIONS

  On January 30, 1996, the Company purchased all of the stock of Rosewood
  for $20,000.  The Company recognized goodwill in the amount of $171,000
  based on  an  allocation  of cost  to  the  fair value  of  the  assets
  acquired.  The  goodwill was being  amortized over a  ten year  period.
  During fiscal year 1998, management determined there was an  impairment
  of this goodwill due  to the continuing  decline of operating  results,
  the negative  financial  impact of  the  enactment of  per  beneficiary
  reimbursement  limits  for  Medicare  recipients  by  the  Health  Care
  Financing Administration (HCFA),  and the decision  to discontinue  the
  provision of skilled services through the Company's Medicare  certified
  agencies.  As  a result, the  Company wrote off  remaining goodwill  of
  $130,000, which  is  reflected  in Loss  from  Operations  of  Medicare
  Agencies.

  On May 31, 1996,  the Company purchased all  of the stock of  Statewide
  Healthcare Services, Inc. ("Statewide"), Homemakers, and HASC  Staffing
  Systems, Inc. ("HASC"), collectively referred  to as the Oxford  group,
  for $2,150,000.  The agreement  allowed for  the purchase  price to  be
  adjusted based on  book value of  Oxford's consolidated  assets on  the
  purchase date.  The  Company  recognized  goodwill  in  the  amount  of
  $2,384,000 based on  an allocation  of cost to  the fair  value of  the
  assets acquired.  The goodwill was  being amortized over a twenty  year
  period.  Due to the decline of operating results, the enactment of  per
  beneficiary limits and  the decision  to discontinue  the provision  of
  skilled services through the Company's Medicare agencies, net  goodwill
  in the amount of $2,136,000 was written off in the year ended  June 30,
  1998.  The write off of goodwill is included in Administrative Expenses
  ($1,404,000) and Loss from Operations of Medicare Agencies ($732,000).
<PAGE>

  NOTE E - CONCENTRATIONS OF RISK

  The Company grants credit without collateral pursuant to various third-
  party payor  agreements  and  a limited  number  of  arrangements  with
  individual clients. The majority of the  clients served by the  Company
  are  covered  under  a  third-party  payor  agreement.    The  mix   of
  receivables from patients and third-party  payors at June 30, 1999  and
  1998, was as follows:

                                           June 30,
                                        -------------
                                        1999     1998
                                        ----     ----
        IDOA                             33%       29%
        Medicaid waiver                  46        10
        Medicare                          5        13
        Medicaid                          6        21
        Other third-party payors          1        18
        Clients                           9         9
                                        ----     ----
                                        100%     100%

  Medicare and  Medicaid programs  are highly  regulated and  subject  to
  budgetary, statutory and other constraints.   During fiscal 1998,  HCFA
  enacted regulations effective  during the Company's  fiscal year  1998,
  which limit reimbursement for skilled health care services provided  to
  Medicare beneficiaries through the use of per beneficiary limits.  As a
  result of these new regulations, third-party payor settlements totaling
  $368,000 were accrued in 1998.  The estimated negative impact of  these
  new regulations  caused  the  Board of  Directors  to  discontinue  the
  provision of these skilled services (see Note P).


  NOTE F - PROPERTY AND EQUIPMENT

  Property and equipment consists of the following:
<TABLE>
                                                   June 30,
                                              -------------------
                                               1999        1998
                                              -------     -------
        <S>                                  <C>         <C>
        Furniture and fixtures               $316,000    $342,000
        Office, computer and medical          414,000     379,000
        equipment
        Autos                                  31,000      31,000
                                              -------     -------
                                              761,000     752,000
        Less accumulated depreciation        (623,000)   (548,000)
                                              -------     -------
                                             $138,000    $204,000
                                              =======     =======
</TABLE>
  The  total  amount  of  equipment  recorded  under  capitalized  leases
  included above was $103,000  at June 30,  1999 and 1998,  respectively.
  Accumulated amortization on capital leases  was $95,000 and $83,000  at
  June 30, 1999 and 1998, respectively.
<PAGE>

  NOTE G - ACCRUED EXPENSES

  Accrued expenses consist of the following:
<TABLE>
                                                       June 30,
                                                 ---------------------
                                                   1999        1998
                                                 ---------   ---------
      <S>                                       <C>         <C>
      Accrued wages                             $1,080,000  $  659,000
      Accrued loss on discontinued operations      196,000     507,000
      Payroll taxes accrued and withheld           393,000     502,000
      Payroll taxes accrued and
        withheld in arrears                      2,167,000       -
      Accrued penalties and interest -
        payroll taxes                              882,000       -
      Income tax payable                           163,000       -
      Other                                        221,000     191,000
                                                 ---------   ---------
                                                $5,102,000  $1,859,000
                                                 =========   =========

</TABLE>

  NOTE H - INCOME TAXES

  The provision (benefit) for federal and state income taxes consists  of
  the following:
<TABLE>
                                             Year Ended
                                              June 30,
                                         -------------------
                                           1999        1998
                                         -------    --------
       <S>                              <C>        <C>
       Current:
        Federal                         $ 90,000   $(469,000)
        State                             16,000     (83,000)
       Deferred:
        Federal                           20,000    (249,000)
        State                              4,000     (44,000)
                                         -------    --------
                                        $130,000   $(845,000)
                                         =======    ========
</TABLE>
<PAGE>
  A reconciliation of income tax expense with federal income taxes at the
  statutory rate follows:

     Federal income taxes at the
       statutory rate                              (34.0)%    (34.0)%
     Increase (decrease) in taxes
       resulting from:
      State income tax, net of federal benefit       1.0       (6.0)
      Nondeductible items                           15.5        1.0
      Valuation of temporary differences            23.1        -
      Amortization and write off of
       nondeductible goodwil                           -       19.0
      Other                                          0.6        1.0
                                                    ----       ----
     Income tax provision (benefit)                  6.2 %    (19.0)%
                                                    ====       ====


  The income tax effects of temporary  differences that give rise to  the
  net deferred tax asset are as follows:
<TABLE>

                                                      1999        1998
                                                    --------    --------
  <S>                                              <C>         <C>
  Current deferred tax assets (liabilities):
   Cash to accrual basis adjustment                $(153,000)  $(153,000)
   Discontinued operations, provision for doubtful
    accounts and other                               807,000     436,000
                                                    --------    --------
                                                     654,000     283,000
                                                    --------    --------
  Noncurrent deferred tax assets (liabilities):
   Cash to accrual basis adjustment                      -      (153,000)
   Jobs tax credit carryforward                       55,000      55,000
   Depreciation                                       (3,000)     (6,000)
                                                    --------    --------
  Noncurrent deferred tax assets (liabilities)        52,000    (104,000)
                                                    --------    --------
  Net deferred tax assets                            706,000     179,000
  Valuation allowance                               (706,000)   (155,000)
                                                    --------    --------
  Net deferred tax asset                           $       0     $24,000
                                                    ========    ========
</TABLE>

  The Company has job  tax credits of approximately  $55,000 at June  30,
  1999.  These job  credits expire in 2008.   The Company's deferred  tax
  asset  at  June 30,  1999  has  been  fully  reserved  as  its   future
  realization cannot  be  determined.   A  valuation allowance  has  been
  established at June 30, 1998 for  the deferred tax assets which  exceed
  the deferred tax liabilities, reduced by tax loss carrybacks.
<PAGE>

  NOTE I - LONG-TERM DEBT

  The following schedule details long-term debt
    outstanding as of June 30:
<TABLE>
                                                       1999        1998
                                                     ---------   ---------
  <S>                                              <C>          <C>
  A revolving loan due December 29, 1998, in the
   aggregate principal amount of $3,500,000.
   Interest is payable monthly at the prime rate
   plus 1%.  Loan is collateralized by accounts
   receivable and the capital stock of all
   subsidiaries.                                    $1,604,000  $2,905,000
  Notes collateralized by Company automobiles and
   various capital leases for office and computer
   equipment (see Note F).  The notes are payable
   in equal monthly installments and bear interest
   at various rates between 9% and 18%.                  3,000      18,000
                                                     ---------   ---------
  Total long-term debt                               1,607,000   2,923,000
  Less current portion                               1,607,000   2,920,000
                                                     ---------   ---------
  Noncurrent portion of long-term debt              $        0  $    3,000
                                                     =========   =========

</TABLE>
  Interest expense included in  the results of  operations for the  years
  ended June 30, 1999 and 1998  was approximately $237,000 and  $333,000,
  respectively.

  As of June 30, 1998, the  Company was in technical default relative  to
  both financial ratios enumerated in the loan agreement for its  secured
  bank debt.  The loan became due on December 30, 1998 at which time  the
  Company entered into a series of  standstill agreements.  The loan  was
  repaid in July 1999 when the Company refinanced its debt with a  second
  lender (see Note Q).

<PAGE>
  NOTE J - COMMITMENTS AND CONTINGENCIES

 [1] Leases:

     The Company  has operating lease  commitments for  office space  and
     equipment which  have various expirations  through 2003.   Operating
     leases for office space include escalation clauses for increases  in
     real estate  taxes and certain operating  expenses.  Future  minimum
     lease payments  under operating leases  as of June  30, 1999 are  as
     follows:

          Year
         Ending
        June 30,
        -------

          2000                   $379,000
          2001                    222,000
          2002                     42,000
          2003                     13,000
                                  -------
                                 $656,000
                                  =======

     Rent expense  under operating leases was  $532,000 and $816,000  for
     the years ended June 30, 1999 and 1998, respectively.

 [2] Litigation:

     The  Company  has  been  named  in  several  legal  proceedings   in
     connection with matters that  arose during the normal course of  its
     business including  items related  to certain  acquisitions.   While
     the  ultimate  result   of  the  litigation  or  claims  cannot   be
     determined, it is management's opinion based upon consultation  with
     counsel, that  it has  adequately provided  for losses  that may  be
     incurred related to these claims.

     The Company was  named as a party to a  suit filed by the family  of
     the  Oxford group's  former  owner in  which  the family  sought  to
     recover  $350,000  in  proceeds  payable  under  two  key-man   life
     insurance  policies owned  by the  Company.   The Company  responded
     with a counter claim in which it sought to reduce the amount of  the
     $325,000  note due  on the  purchase of  the Oxford  group.   During
     1998,  both the  claim and  the counter  claim were  settled in  the
     Company's  favor.   As  a result  of  this settlement,  the  Company
     received the entirety of the life insurance proceeds.  In  addition,
     the note payable and related accrued interest were reduced  $209,000
     and $32,000, respectively.  The remaining note and interest  payable
     were satisfied with the insurance proceeds.  The gain from the  note
     and interest  reduction (totaling  $241,000) has  been reflected  in
     Non-Operating Income.   Income from the life insurance proceeds  has
     been  reflected in  Non-Operating Income  ($250,000) and  Loss  from
     Operations of Medicare Agencies ($100,000).
<PAGE>
 [3] Termination and benefits agreements:

     In October, 1997 the Company's Compensation Committee established  a
     termination  and  benefits policy  with  respect  to  key  executive
     employees which  provides for payment of  severance and benefits  in
     the event of  involuntary termination without cause and/or a  change
     in  control.   As of March 1,  1998,  the  Company  entered  into an
     employment agreement with  the  Chief  Operating  Officer.    In the
     event  of  a change  in  control,  the  maximum   aggregate   salary
     commitment for thise employee would be approximately $390,000 over a
     period of 36 months.

     Additionally  on  December  5,  1997,  a  termination  and  benefits
     modification was  made to the Chairman's  employment agreement.   In
     the event  of a change in  control, the maximum aggregate  severance
     commitment  pursuant to  this  contract provision  is  approximately
     $2,555,000, in the form of a one-time payment.


 [4] Payroll tax penalties and interest:

     The Company  has not paid  certain federal and  state payroll  taxes
     and  payroll  tax withholding  liabilities  during  the  year  ended
     June 30,  1999.   Management has  engaged counsel  to represent  the
     Company with  respect to these  payments.  The Company has  reserved
     approximately $882,000  for  such  penalties  and  interest  through
     June  30,  1999,  however,  there  can  be  no  assurance  that  the
     respective  taxing authorities  will  not  take  action  against the
     Company.

 [5] Due to third-parties:

     Through December 1998, the  Company provided in-home skilled  health
     care services.   Reimbursement for these  services had been paid  by
     Medicare  intermediaries  to  the Company.    Amounts  paid  to  the
     Company  are   subject  to  audit.     The   Company  has   reserved
     approximately $454,000  at June 30, 1999 to  cover open cost  report
     periods which have not been finalized.


  NOTE K - MAJOR CUSTOMER

  Fees billed to one major customer, the IDOA accounted for approximately
  $16,900,000 (60%)  and $13,689,000  (59%) of  the total  revenues  from
  continuing operations  for  the  years ended  June  30,1999  and  1998,
  respectively. The amounts due  under such contracts totaled  $2,219,000
  and $2,110,000 at June 30, 1999 and 1998,respectively.

  The Company is  subject to the  IDOA's requirement whereby  73% of  the
  total service fees  received from the  department must  be expended  on
  direct service worker  costs, as defined.   As a  participant with  the
  IDOA, the Company is subject to an audit of its systems and  procedures
  to determine whether the  Company is in compliance  with the rules  and
  regulations of the contract.  As of June 30, 1999, management  believes
  the Company is in compliance with the contract.
<PAGE>

  NOTE L - RELATED PARTY TRANSACTIONS

  The Company has a loan outstanding  to its majority shareholder in  the
  amount of $146,000 and $134,000, including accrued interest thereon, as
  of June 30, 1999 and 1998 respectively.  The loan bears interest at  9%
  per year.   The principal  plus accrued interest  was due  on July  31,
  1998.  Subsequent  to June  30, 1998,  the due  date on  this loan  was
  extended until  July 31, 1999,  and again  until July  31, 2000.    The
  majority shareholder has agreed to pay  $15,000 annually to be  applied
  first to interest and the balance  to reductions of principal.  At  the
  expiration  of  his  employment  agreement,  the  unpaid  balance  will
  approximate $130,000.

  The  Company   entered   into   an  employment   agreement   with   the
  Chairman/Chief Executive  Officer, a  major stockholder,  effective  in
  December, 1997.    Pursuant  to the  agreement,  the  stockholder  will
  receive a  base  salary    of $230,000  subject  to  increases  at  the
  discretion of the Compensation Committee of the Board of Directors.  In
  addition, the stockholder  is entitled to  receive a benefit  allowance
  equal to 10% of the stockholder's base salary  per year  and an  annual
  incenative bonus ranging  from $25,000 to $100,000  based  on after tax
  income  adjusted  for  non-cash  expenses  and   extraordinary   items.
  The  agreement  also   subjects  the   stockholder  to   noncompetition
  provisions.   The  agreement  includes  the  reimbursement  of  certain
  personal expenses incurred by the Chairman due to his continuous travel
  on the Company's behalf.  The agreement also provides for severance and
  a one-time  change  of control  payment  in the  event  of  involuntary
  termination without cause or termination arising  from a change in  the
  ownership and/or  management of  the Company.   The  maximum  aggregate
  severance  commitment   pursuant   to  this   contract   provision   is
  approximately $2,555,000, in  the form of  a one-time  payment.   Total
  compensation under this contract for the years ended June 30, 1999  and
  1998 totaled $305,000 and $448,000, respectively.

  In April 1997, the Chairman was granted 200,000 incentive stock options
  at an option price of $4.95. In March 1998, the Chairman was granted an
  additional 300,000 incentive stock options at an option price of $1.63.

  The Company, acting as a subcontractor, billed $73,000 in service  fees
  for the year ended June 30, 1998,  to a not-for-profit organization  in
  which the majority stockholder is an officer.  The amount due from this
  organization was $91,000 at June 30, 1998 and was subsequently  written
  off.   The organization  occupies  certain  space in  the  Company's
  leased facilities without charge.

  A director  of the  Company  received payments  totaling  approximately
  $4,000 and  $24,000  for  the  years ended  June  30,  1999  and  1998,
  respectively, for the provision of legal services to the Company.

<PAGE>
  NOTE M - STOCK OPTIONS

  The Company  has elected  to continue  to account  for its  stock-based
  compensation plans  using  the  intrinsic value  method  prescribed  by
  Accounting Principles Board Opinion No. 25 ("APB No. 25"),  "Accounting
  for Stock Issued to  Employees."  Under the  provisions of APB  No. 25,
  compensation arising from the grant of stock options is measured as the
  excess, if any,  of the  quoted market  price of  the Company's  common
  stock at the date of the grant over the amount an employee must pay  to
  acquire the stock.  In August 1995, the Company adopted the 1995  Stock
  Option Plan (the "Plan").  Under the Plan, incentive stock options  and
  nonqualified stock options  may be granted,  at the  discretion of  the
  Board, to purchase  up to 264,375  shares of the  Company common  stock
  through the year 2005.  In January, 1997, the shareholders approved  an
  increase of  1,500,000 shares  to the  number of  shares available  for
  which options  may be  granted.   Incentive  stock  options are  to  be
  granted at a price not less than the fair market value of the Company's
  Common Stock at the date of the grant.   The exercise price may not  be
  less than 110% of the fair  market value of the Company's Common  Stock
  at the date of  the grant if the  shareholder owns 10%  or more of  the
  Company's outstanding  stock.   Options may  be granted  to  employees,
  consultants, and directors of the Company and must be exercised  within
  ten years of the date of the grant.

  Incentive options for  a total of  200,000 shares were  granted to  the
  Chairman, the majority shareholder,  at a price of  $4.95 per share  in
  April 1997.   In March  1998, the  Chairman was  granted an  additional
  300,000 incentive  share  options  at  a  price  of  $1.63  per  share.
  Additionally in March 1998,  incentive options totaling 350,000  shares
  at an  option price  of $1.12  were granted  to two  employees and  one
  director.  Incentive options for a total of 20,000 shares were  granted
  at a price of $6.875 per share to two employees in April 1996. No stock
  options have been  exercised, forfeited  or cancelled  during 1999  and
  1998.   All options  are  excerciseble.   No  stock options  have  been
  granted during 1999.

  No compensation expense has been recognized in the Company's  financial
  statements, as  the  Company  continues  to  apply  the  provisions  of
  Accounting Principles Board Opinion No. 25.  However, were the  Company
  to report under  the fair  value methodology  set out  in Statement  of
  Financial Accounting Standard No.  123, the loss  per share would  have
  been $1.22 for  the year  ended June 30, 1999  and $2.05  for the  year
  ended June 30, 1998.   This  amount was  estimated using  Black-Scholes
  stock  option  pricing  method.    The  significant  weighted   average
  assumptions used  are  as follows:  risk-free  interest rate  of  5.7%,
  expected life of options of 8 years, expected volatility of 66%,  grant
  date fair value  per option of  $.74, and expected  dividends of  zero.
  Nonqualified stock options are exercised at a price to be determined by
  the Board of Directors for a period of ten years after the grant  date.
  No nonqualified options have been granted under the Plan.

<PAGE>
  NOTE N - STOCK WARRANTS OUTSTANDING

  The  Company  has  1,638,750  issued  and  outstanding  stock  purchase
  warrants as of June 30, 1998 and June 30, 1999.  Each warrant  entitles
  the holder to purchase one share  of Common Stock at an exercise  price
  of $6.00 per share at  any time until December  4, 2000.  The  exercise
  price of  the  warrants is  subject  to adjustment  in  certain  events
  pursuant to the  anti-dilution provisions  thereof.   The warrants  are
  redeemable, in whole or in  part, at a price  of $.10 per warrant  with
  the sole consent of the lead underwriter, provided that (a) the Company
  gives 30 days  prior written notice  to the registered  holders of  the
  warrants, and (b) the closing high bid price or sale price per share of
  the Common Stock (if  the Common Stock  is then traded  on NASDAQ or  a
  national securities exchange) for a  period of ten consecutive  trading
  days, ending  on  the third  business  day prior  to  the date  of  any
  redemption notice, equals or exceeds at least $9.00. The warrants shall
  be exercisable until the close of  the business day preceding the  date
  fixed for redemption.

  The  Company  has  also  issued   to  the  underwriters,  for   nominal
  consideration, the  Underwriters' Warrant to purchase from the  Company
  up to 71,250  Units.   The Underwriters'  Warrant is  exercisable at  a
  price of $10.08 per unit for a period of four years commencing December
  5, 1996.   These units consist  of one share  of Common  Stock and  two
  redeemable common stock purchase warrants.   Each warrant entitles  the
  holder to purchase one share of  Common Stock under terms identical  to
  the warrants described in the preceding paragraph.

<PAGE>
  NOTE O - REPORTABLE SEGMENTS

  Management has elected  to identify the  Company's reportable  segments
  based on geographic  areas (states):   Alabama, Illinois, Missouri  and
  Mississippi. Due to the manner in which the Company's subsidiaries  are
  organized and managed, it should be noted that segment information  for
  Illinois includes operations located in Arkansas and Indiana.  Revenues
  in all four  segments are derived  from the provision  of both  skilled
  nursing services and unskilled homemaker/respite services.  Information
  related to the Company's reportable segments for 1999 is as follows (in
  thousands):
<TABLE>
                       Alabama  Illinois   Missouri   Mississippi   Total
                        -----    ------     -----       -----       ------
 <S>                   <C>      <C>        <C>         <C>         <C>
 Continuing
  operations:
  Revenues             $3,103   $19,447    $1,328      $4,011      $27,889
  Direct costs          2,193    13,216       810       2,871       19,090
                        -----    ------     -----       -----       ------
  Gross margin            910     6,231       518       1,140        8,799
  Operating expenses      868     4,925       575       1,614        7,982
                        -----    ------     -----       -----       ------
  Operating income
     (loss)            $   42    $1,306    $  (57)     $ (474)      $  817
                        =====     =====     =====       =====        =====
    Total assets       $1,398    $2,889    $1,637      $1,225       $7,149
                        =====     =====     =====       =====        =====
</TABLE>
  A reconciliation of the segments' net loss to the consolidated net loss
  is as follows (in thousands):

        Segments' net income                   $ 817

        Plus:
         Nonoperating income                      12
        Less:
         Corporate overhead expense           (2,800)
        Income tax expense                      (130)
                                              ------
        Consolidated net loss                $(2,101)


  A reconciliation of the segments' net assets to consolidated net assets
  is as follows (in thousands):

        Segments' total assets           $7,149

        Plus:
         Corporate/support entities'
           total assets                     548
                                          -----
        Consolidated total assets        $7,697
                                          =====
<PAGE>
  Information related to the Company's reportable segments for 1998 is as
  follows (in thousands):
<TABLE>
                       Alabama  Illinois   Missouri   Mississippi   Total
                        -----    ------     -----       -----       ------
 <S>                   <C>      <C>         <C>        <C>         <C>
 Continuing
  operations:
  Revenues             $3,740   $15,405     $ 882      $3,110      $23,137
  Direct costs          2,991    10,586       542       2,075       16,194
                        -----    ------     -----       -----       ------
  Gross margin            749     4,819       340       1,035        6,943
  Operating expenses      986     3,221       303       2,879        7,389
                        -----    ------     -----       -----       ------
  Operating income       (237)    1,598        37      (1,844)        (446)
    (loss)

  Discontinued
   operations:
   Gain (loss) from
    operations           (764)     (365)       22         -         (1,107)
   Loss on disposal      (245)     (262)       -          -           (507)
                        -----    ------     -----       -----       ------
   Net gain (loss)    $(1,246)    $ 971     $  59     $(1,844)     $(2,060)
                        =====     =====     =====       =====        =====
  Total assets         $1,377    $3,143    $1,187      $1,596       $7,303
                        =====     =====     =====       =====        =====

</TABLE>
  A reconciliation of the segments' net loss to the consolidated net loss
  is as follows (in thousands):

        Segments' net loss               $(2,060)

        Plus:
         Nonoperating income                 541
         Income tax benefit                  845
        Less:
         Corporate overhead expense       (2,928)
                                          ------
        Consolidated net loss            $(3,602)
                                          ======

  A reconciliation of the segments' net assets to consolidated net assets
  is as follows (in thousands):

        Segments' total assets           $7,303

        Plus:
         Corporate/support entities'
           total assets                   1,258
                                          -----
        Consolidated total assets        $8,561
                                          =====

<PAGE>
  NOTE P - DISCONTINUED OPERATIONS

  On June 27, 1998, the Board of  Directors adopted a plan to dispose  of
  the  Medicare  agencies  (Homemakers,  Lakeside  (Illinois),   Lakeside
  (Missouri), and Rosewood) through sale  or liquidation.  In  connection
  with the Company's disposal plan, Lakeside (Illinois) ceased operations
  as of August 31,  1998.   Certain assets  of Homemakers  were sold  for
  $350,000  on   October 9,  1998   and  that   entity's  patients   were
  simultaneously transferred to a  nonaffiliated provider.  Rosewood  was
  closed as of October 30, 1998 and  its patients transferred to  another
  nonaffiliated provider.  Lakeside (Missouri) was closed on December 15,
  1998  and  its  patients  were  transferred  to  another  nonaffiliated
  provider.  Net liabilities of the Medicare agencies at June 30, are  as
  follows:
<TABLE>
                                          1999          1998
                                         -------      --------
        <S>                            <C>           <C>
        Cash                           $   6,000     $  32,000
        Accounts receivable, net         299,000       842,000
        Prepaid expenses and other           -           4,000
        Property and equipment, net          -          10,000
        Accounts payable                 (15,000)     (311,000)
        Accrued expense                 (196,000)     (605,000)
        Due to third-party payors       (454,000)     (713,000)
        Long-term debt, current portion      -          (2,000)
                                         -------      --------
                                       $(360,000)    $(743,000)
                                         =======      ========
</TABLE>

  The  Medicare  agencies'  operations  had  revenues  of  $415,000   and
  $2,437,000 in 1999 and 1998, respectively and losses from operations of
  $311,000 and $1,025,000 in 1999 and 1998, respectively.


  NOTE Q - SUBSEQUENT EVENTS

  On June 17, 1999, the Company entered into a Master Factoring Agreement
  (the "Agreement") with Oxford Commercial Funding, LLC.  Under the terms
  of the agreement, Oxford will advance  80% of the Net Diluted Value  of
  eligible accounts receivable, without recourse.  The purchaser's fee is
  .375% of the face value of each  invoice every five days for a  maximum
  of 90 days.   The purchaser's fee is  subject to adjustment if  certain
  minimum terms are not maintained.  The proceeds of the initial  advance
  under this  agreement were  taken on  July 1, 1999,  and were  used  to
  satisfy the Company's secured bank debt.

  On September 17, 1999, the Company and Oxford agreed on new terms under
  the Agreement.  Under these terms  the purchaser's fee was replaced  by
  an interest rate of prime + 3.5%: the agreement is for a one-year term.