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, 2000
                       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
   incorporation or 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           Over the Counter Bulletin Board

  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: $33,584,000

  The  aggregate  market  value of the  registrant's  Common  Stock  held
  by  non-affiliates  of  the   registrant  as  of  April   23,  2001 was
  approximately $1,309,000  (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 April 23, 2001.

  Documents incorporated by reference: None

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



                                  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 28  regional contracts  with the  Illinois
  Department on  Aging ("IDOA")  and 30  contracts with  other state  and
  municipal agencies.  The  Company  operates  28  offices  in  Illinois,
  Indiana,  Missouri, Alabama, and Mississippi.

  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  were
  immediately exercisable.   Each Warrant entitled the holder to purchase
  one  share of Common  Stock for $6.00  commencing one  year  after  the
  offering, or sooner if the  Warrants were  called   for redemption.  On
  December  5, 2000 the warrants expired.

  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.)

  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  $51  Billion  in
  expenditures in 1998 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.

  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.

  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  were
  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  mandated  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.  Based  on the Company's assessment
  of  this  payment  methodology  and its  potential long-range financial
  impact on  the Company's Medicare agencies, the Company 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.

  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 serving additional regions within
       the states of  Illinois,  Missouri,  and Indiana.  The Company has
       established 1  new office  since  July  1999  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 does not have a physical location and in 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, and Mid-Atlantic 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  was  reduced  by
       four in 1999.  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
       home  health  aides,  and  homemakers  it  is  in  a  position  to
       offer  intermittent  nurse/aide  staffing  services to  acute care
       institutions, physicians' clinics and other facilities.

  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   many  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  90%  of  the
  Company's revenues from operations in fiscal 2000 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 63%  of
  the Company's  revenues  during  fiscal  2000  were  derived  from  the
  Illinois Department on  Aging with  another 31%  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.

  With regard to the Company's contractual arrangements with the Illinois
  Department on Aging  (IDOA)  and  the Illinois Office of Rehabilitation
  Services  (ORS),  the  Company  must  ensure  that   the  direct  costs
  associated  with providing  service to  IDOA and  ORS  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  and  ORS  cost
  requirements.

  Regulation.

  Custodial  services  are  generally  unregulated.   The  Company  must,
  however, maintain  certain state 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.

  In the State of Alabama and Indiana, 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.   Missouri and Mississippi 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 162 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 January.

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

       2)   Appointment of the Company's Independent Auditor's



                              PART II


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

  The Company's  Common  Stock is traded on the Over the Counter Bulletin
  Board under  the  symbol HAHI.  Prior to their expiration, the warrants
  traded under the symbol HAHIW.  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
                      1999 High  1999 Low     2000 High  2000 Low
                      ---------  --------     ---------  --------
  <S>                   <C>        <C>          <C>       <C>
  HAHI:
       First Quarter    $1.63      $ .63        $1.75     $1.06
       Second Quarter    1.88        .63         2.63       .63
       Third Quarter     1.88       1.19         2.13      1.00
       Fourth Quarter    2.88        .94         2.00      1.25

  HAHIW:
       First Quarter    $ .38      $ .19        $ .25     $ .06
       Second Quarter     .56        .19          .31       .05
       Third Quarter      .38        .13          .14       .02
       Fourth Quarter     .31        .06          .18       .07

</TABLE>

  There were approximately nine holders of record of the Common Stock  as
  of February 13, 2001.  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  and  Mississippi.  The  Company's  fiscal  year  ends June 30.
  Unless otherwise  noted,  references  to  1999  and 2000 relate to  the
  fiscal years ended June 30, 1999 and 2000, 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.

  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  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 2000,  the Company focused on upgrading its internal computer
  systems  in  order  to  create  operating efficiencies and speed up the
  collection of  accounts receivable.  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 2001 Operating Results.

  The Company  received  a  2.5% rate  increase  on  its  IDOA  contracts
  effective  as  of  July 1,  2000.   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.  In
  August of 2000 the Company completed negotiations with the  Union
  regarding a  wage increase for its members.

  In  July  of  1999  the  Company  received  rate  increases,  averaging
  approximately 5% in the  aggregate,  for  certain  of  its  Mississippi
  contracts.  In  July  of 2000  the  Company  received  rate  increases,
  averaging approximately 4% in the aggregate, for these same Mississippi
  contracts.

  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 years ended 1999 and
  2000,  the Medicare  operations had a net loss of $109,000 and $311,000
  respectively  that offset the  reserve for discontinued operations.  At
  June 30,  2000,  the  discontinued  operation accrual was $86,000.  The
  remaining  accrual  will  remain  in place until the open medicare cost
  report  settlements  have  been  resolved.  The  company  has  reserved
  approximately $280,000 for such liabilities.

  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:

<TABLE>
  The following table sets forth, for fiscal year 2000 and 1999,  certain
  items from the Company's Consolidated Statement of Operations expressed
  as a percentage of net sales.


                                        Fiscal Years Ended June 30
                                            2000         1999
                                            -----------------
  <S>                                       <C>          <C>
  Net sales                                 100%         100%
  Direct cost of services                    67%          68%
  Gross margin                               33%          32%
  Operating expenses                         31%          37%
   Loss from continuing operations
     before income taxes                      0%          (7%)
  Income Tax (Benefit) Expense               (4%)         (0%)
  Income(Loss) from continuing operations    (4%)         (8%)

</TABLE>


  Fiscal 2000 Compared to Fiscal 1999:

  Sales.

  Client service  revenue  from  continuing operations  grew  from  $27.9
  Million in 1999 to  $33.6 Million in 2000,  for an overall increase  of
  $5.7  Million  or  20%.  Approximately  $5.3  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 $21.3 Million, representing 63%  of
  total revenues for the year as  compared with $16.9 Million or 61%  for
  1999.   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  60%  of
  total receivables as  of June 30,  2000 compared to  33% 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, Mississippi and Alabama.  Revenue derived from such contracts
  totaled approximately $10.3 Million (31%) versus $9.4  Million (34%) in
  1999.  Revenue from private, commercial and staffing  services  yielded
  $2.0 Million (6%) versus $1.6 Million (6%) in 1999.

  Direct Costs of Services.

  Direct costs of providing  all services reached  $22.5 Million (67%  of
  revenues) versus $19.1 Million (68% of  revenues) in 1999.  The  growth
  of $3.4 Million  relates to  increased volume  and an  increase in  the
  Illinois  homemaker minimum wage  from  $5.35 to  $5.65 in  December of
  1999. The decrease in  direct  costs as  a percentage  of revenues  was
  mostly attributable  to the  increase in  revenue  from the  IDOA  rate
  increase.

  Operating Expenses.

  Selling, general and administrative expenses  decreased  slightly  from
  $8.5  Million  in  1999  to $8.1  Million  in 2000.  The  slight change
  in  operating expenses is  predominately attributable  to cost  cutting
  measures  at  the  corporate  level.  Additionally,  bad  debt  expense
  decreased slightly from $2.41 Million 1999 to $2.37 Million in 2000.

  Administrative salaries increased  from $3.3  Million in  1999 to  $3.8
  Million in 2000 for  an  overall increase  of  12%.  This  increase  is
  partially attributable  to the  addition  o f administrative  staff  in
  in  connection with the revenue growth.  Administrative  salaries  were
  12% of revenues in  1999  versus  11%  in  2000.  Professional fees and
  insurance  expenses decreased by 7% from approximately $817,000 in 1999
  to  approximately  $758,000  in  2000.   This  decrease  was  partially
  attributed to  a reduction in legal expenses.  Occupancy costs remained
  relatively  consistent at  $1.1 million between  1999 and 2000.  Travel
  expenses were $210,000 in 1999 and $220,000 in 2000.

  Depreciation  expense  was  $137,000  in 2000 compared with $110,000 in
  1999.

  Advertising  and promotional expense  was $247,000  in 2000 compared to
  $237,000 in 1999.  The slight increase is attributed  to  increases  in
  newspaper  advertising  for  workers  necesitated  by  the  tight labor
  market.

  Interest.

  Interest  expense  increased  by  $217,000  from  $237,000  in  1999 to
  $541,000  in  2000  due  to higher  interest rates  associated with the
  Company's factoring arrangement.  Indebtedness related to the Company's
  credit facility decreased  by $1,600,000, from June 30, 2000, which was
  partially attributable to the factoring agreement.

  Earnings.

  The  net  loss  in 1999 of $2.1 million compares to a net loss of  $1.4
  million in 2000 representing a change of $700,000.  The  loss per share
  of common stock was $.75 versus a loss per share of 1.12  in 1999.  The
  loss  is  for  2000  and  1999  respectively on 1,862,709 and shares of
  Common Stock issued and outstanding.

  Segment Operations.

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

<TABLE>
  Information related  to the  Company's reportable  segments for  fiscal
 2000 is as follows(in thousands):


                      AL          IL         MO       MS     TOTAL
                     -----      ------     -----     -----   ------
  <S>               <C>        <C>        <C>       <C>     <C>
  From Continuing
   Operations:
  Revenue           $2,645     $24,324    $1,724    $4,891  $33,584
  Direct Costs       1,782      16,289     1,114     3,357   22,542
                     -----      ------     -----     -----   ------
  Gross margin         863       8,035       610     1,534   11,042
  Operating
   expenses            539       4,139       495     1,085    6,258
                     -----      ------     -----     -----   ------
  Operating income
   (loss)              324       3,896       115      449     4,784

  Total Assets      $1,179     $ 4,990     $1,347   $1,957  $ 9,473
                     =====      ======      =====    =====   ======

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

       Segments' operating income:         $ 4,784

       Less:
            Income Tax expense              (1,510)
            Interest Expense                  (541)
            Corporate overhead expense      (4,123)
                                            ------
            Consolidated net loss          $(1,390)
                                            ======

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

       Segments' total assets              $ 9,473

       Plus:
            Corporate/support entities'
              total assets                     182
                                            ------
       Consolidated total assets           $ 9,655
                                            ======
</TABLE>
<PAGE>
<TABLE>
  Information related to the Company's reportable segments for 1999 is as
  follows (in thousands):


                      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)     817
                     -----      ------      -----     -----   ------

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


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


       Segments' Operating Income:         $   817

       Plus:
            Non-operating income                12
       Less:
            Income Tax Expense                (130)
            Interest expense                  (324)
            Corporate overhead expense      (2,476)
                                            ------
            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
                                            ======
</TABLE>

  Earnings Outlook.

  The Company  has  closed  one Mississippi  office and its sole Arkansas
  office during the 2000 fiscal year  in order  to reduce  administrative
  expense burdens.  In  addition, the Company continued to reduce expense
  associated with executive travel, 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  (2.5%),  the  Illinois  Department  of
  Rehabilitative Services (2.5%)  and Missouri  Department on  Aging(5.1%
  overall).

  In  an  effort  to  improve  operating  results  in  its  Alabama   and
  Mississippi locations, 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 pay  scale  slightly
  upward  due  to  low  unemployment levels and resulting increased labor
  costs, the Company does not believe at this  time  that  any  such wage
  increases will  consume  a  significant portion  of its  gross  margin.
  Finally, the Company has had to increase its bad  debt reserve over the
  past two years which has negatively impacted earnings. As a result, the
  company continues  to  enhance its billing and collection practices and
  systems in order to increase the rate of collection of receivables.


  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 2000 by  $1,600,000  in part
  by successfully collecting on older  accounts receivable. Total working
  capital deficiency  was $568,000  as  of June 30, 1999 versus a working
  capital deficiency of $2,028,000 at June 30, 2000.

  On July 1, 1999  the  company secured  financing with Oxford Commercial
  Funding  LLC,  which replaced  the  Company's  previous  financing with
  Harris Bank.  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.

  Cash  provided  by  operating activities in 2000 was $2.3 Million which
  was principally due to the increase in the tax liabilities interest and
  penalties  and  bad debt  charges,  partially offset by  an increase in
  accounts receivable.  The Company reduced borrowings under its existing
  credit  facility  by  approximately  $1.6  Million  which accounts  for
  substantially  all the cash  used  in financing activities  versus cash
  provided  by financing  in the  prior year of $1.3 Million as result of
  net borrowings from its lenders.  Net cash used in investing activities
  was  $216,000 for the year ended in 2000 versus $44,000  net cash  used
  by investing activities during the prior year.  The Company experienced
  a net  cash increase, on  a year to year basis, of $413,000.

  The Company had approximately $627,000 of  cash on hand as of June  30,
  2000 as contrasted to $214,000 of cash on  hand  in 1999.  The  Company
  believes,  based  upon  its  operating  projections,  cash  flows  from
  existing 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, the
  collections  of older receivables and  future indebtedness to fund such
  growth.



  Item 7.   Financial Statements.

  Financial Statements for the Years Ended June 30, 2000 and 1999.

  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  and Company, LLP regarding accounting
  principles or financial disclosures.


                                 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 and former 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          57        Chairman of the Board, Chief
                                     Executive Officer and Treasurer
  Joel Davis               35        President, Chief Operating  Officer,
                                     Secretary and Director
  Robert Kirshner          56        Director
  Robert Rubin             60        Director
  Steven Venit             39        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.  In August  of 2000  Mr. Goldstein sold his stock in
  the Company and resigned in his capacities as officer and director.

  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.  Mr Kirshner resigned in
  January of 2001.

  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.

  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.  Mr Rubin
  resigned in January of 2001.

  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. Mr. Venit resigned in October of 2000. (See Certain
  Relationships and Related Transactions.)

  Section 16 Compliance.

  During fiscal 2000, there were no failures to timely report on Forms  3
  or 4 pursuant to the provisions of Section 16(a) of the Exchange Act.


  Item 10.  Executive Compensation.

<TABLE>
  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, 1999  and 2000.
  No other individuals had  total annual compensation exceeding  $100,000
  during these fiscal years.

                          Annual Compensation       Long-Term Compensation
  Name and Position     Year    Salary    Bonus     Other     Stock Options
  -----------------     ----    ------   ------    -------    -------------
  <S>                   <C>    <C>        <C>      <C>         <C>
  Louis Goldstein       2000   $405,851       0        0       200,000(3)(5)
   Chairman, CEO, Dtr.  1999   $279,396       0    $59,967(1)

  Joel Davis
   Chief Operating
   Officer, Dtr.        2000   $167,694       0

  Sharon Harder (4)
   Chief Financial
   Officer              1999   $130,824       -       -           -


  (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.   Utilizing  an
  effective tax rate of 40%, the  Company assumed income taxes associated
  with personal expenses in the amount of $17,133 in 1999.

  (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 200,000 shares of
  the Company's common stock in 2000 and 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  $1.25,  $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 February 13, 2001.
  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 February 13, 2001.

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

  (5)  Effective August,  2000 Mr Goldstein resigned as CEO, Director and
  received a change in control payment of $689,655.
</TABLE>

  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   $2  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.  In August of 2000 Mr. Goldstein's employment agreement
  was  modified to set  his  salary  at  $400,000 annually, eliminate his
  benefit  allowances and bonuses,  and reduce  his  change of control of
  payment to $689,655.

  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.  In August  of 2000,  Mr. Davis
  waived his change of control payment as it pertained to the sale of Mr.
  Goldstein's stock.

  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.

  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.

  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)
  HAH Holdings, LLC (4)               1,015,000            54% (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,  2000.  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 February 13,
       2001.

  (4)  The address for HAH Holdings, LLC is 676 N. Michigan Ave., Chicago,
       IL 60611.


  Name                          Shares    Option    Percentage Owned
  ----                          ------    ------    ----------------
  Joel Davis (1)                  50     110,000          2.5%(2)
  Sharon Harder (1)(Former)        -     100,000          2.2%(2)
  Steven Venit (1)(Former)         -      10,000           .2%(2)
  Officers and Directors as
     A Group                      50     230,000          4.9%(2)



  (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, 2000.


  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
  and 200,000 in November of 1999. The options are exercisable at a price
  of $4.65 per share $1.63 per share, and $1.25 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 approximate  $15,000  annual payment
  with a balloon payment at  the end  of the term.  The balance  of  such
  loans at June 30, 2000 was  $146,200.

  During 1999 and 2000,  the Company  paid  an aggregate of approximately
  $4,000 and $9000 respectively (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  organization  occupies  office  space within the Company's Chicago
  facilities at no charge.

  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.


  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.


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

       There were no reports filed on form 8-K during fiscal 2000.



                                  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: May 14, 2001             HELP AT HOME, INC.

                                  By: /s/ Joel Davis
                                      --------------
                                      Joel Davis
                                      President




<PAGE>


 HELP AT HOME, INC. AND SUBSIDIARIES

 Contents

                                                                        Page
                                                                        ----
 Consolidated Financial Statements

  Independent auditors' report                                           F-2

  Balance sheet as of June 30, 2000                                      F-3

  Statements of operations for the years ended June 30, 2000 and 1999    F-4

  Statements of changes in capital deficiency for the years ended
    June 30, 2000 and 1999                                               F-5

  Statements of cash flows for the years ended June 30, 2000 and 1999    F-6

  Notes to consolidated financial statements                             F-7




                                     F-1

 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, 2000,  and  the
 related consolidated statements of operations, changes in capital deficiency
 and  cash  flows  for  the  years  ended  June  30,  2000  and  1999.  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 audits.

 We conducted  our  audits in  accordance  with generally  accepted  auditing
 standards.  Those standards  require that we plan  and perform the audit  to
 obtain  reasonable  assurance  about  whether  the  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 audits provide 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, 2000, and
 their consolidated results of operations and cash flows for the years  ended
 June 30, 2000 and  1999, 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  a capital  deficiency,  negative  working
 capital, and has  failed to make  substantial payroll tax  deposits.   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 5, 2000

                                     F-2
<PAGE>
<TABLE>

 HELP AT HOME, INC. AND SUBSIDIARIES

 Consolidated Balance Sheet
 June 30, 2000

 ASSETS
 <S>                                                  <C>
 Current assets:
  Cash                                                $   627,000
  Due from factor                                       1,674,000
  Accounts receivable (net of allowance for
    doubtful accounts of $3,978,000)                    6,812,000
  Prepaid expenses and other current assets                77,000
                                                       ----------
    Total current assets                                9,190,000

 Furniture and equipment, net                             217,000
 Due from officer                                         146,000
 Other assets                                              79,000
                                                       ----------
                                                      $ 9,632,000
                                                       ==========
 LIABILITIES
 Current liabilities:
  Payroll taxes, interest and penalties
    (substantially in arrears)                        $ 7,668,000
  Accounts payable                                        298,000
  Accrued expenses and other current
    liabilities (Note G)                                2,995,000
  Due to third-party payors                               280,000
                                                       ----------
    Total current liabilities                          11,241,000
                                                       ----------
 Commitments and contingencies (Note I)

 CAPITAL DEFICIENCY
 Preferred stock, par value $.01 per share;
   1,000,000 shares authorized, none issued
 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
 Accumulated deficit                                   (5,317,000)
 Treasury stock - 10,000 shares at cost                   (23,000)
                                                       ----------
                                                       (1,609,000)
                                                       ----------
                                                      $ 9,632,000
                                                       ==========

        See notes to consolidated financial statements


                                     F-3

</TABLE>
<PAGE>
<TABLE>

 HELP AT HOME, INC. AND SUBSIDIARIES

 Consolidated Statements of Operations

                                                         Year Ended
                                                          June 30,
                                                   ------------------------
                                                      2000          1999
                                                   ----------    ----------
 <S>                                              <C>           <C>
 Revenues                                         $33,584,000   $27,889,000
 Direct cost of services                           22,542,000    19,090,000
                                                   ----------    ----------
 Gross margin                                      11,042,000     8,799,000
 Selling, general and administrative expenses       8,010,000     8,047,000
 Provision for bad debt                             2,371,000     2,411,000
                                                   ----------    ----------
 Income/(loss) from operations                        661,000    (1,659,000)
 Nonoperating income                                                 12,000
 Interest expense                                    (541,000)     (324,000)
                                                   ----------    ----------
 Income/(loss) before income taxes                    120,000    (1,971,000)
 Income tax expense                                 1,510,000       130,000
                                                   ----------    ----------
 Net loss                                         $(1,390,000)  $(2,101,000)
                                                   ==========    ==========
 Basic and diluted net loss per share             $      (.75)  $     (1.12)
                                                   ==========    ==========
 Weighted average number of common shares -
   basic and diluted                                1,862,709     1,869,375
                                                   ==========    ==========

 See notes to consolidated financial statements

                                     F-4

</TABLE>
<PAGE>
<TABLE>


 HELP AT HOME, INC. AND SUBSIDIARIES

 Consolidated Statement of Changes in Capital Deficiency


                                 Common Stock   Additional                  Treasury Stock
                            ------------------    Paid-In   (Accumulated   -----------------
                              Shares    Amount    Capital     Deficit)     Shares     Amount       Total
                            ---------   ------   ---------   ----------    ------    -------    ----------
 <S>                        <C>        <C>      <C>         <C>           <C>       <C>        <C>
 Balance - July 1, 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)
 Net loss for the year                                       (1,390,000)                        (1,390,000)
 Common stock purchased
   for treasury                                                            10,000   $(23,000)      (23,000)
                            ---------   ------   ---------   ----------    ------    -------    ----------
 Balance - June 30, 2000    1,869,375  $37,000  $3,694,000  $(5,317,000)   10,000   $(23,000)  $(1,609,000)
                            =========   ======   =========   ==========    =======   =======    ==========

 See notes to consolidated financial statements

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


 HELP AT HOME, INC. AND SUBSIDIARIES

 Consolidated Statements of Cash Flows

                                                         Year Ended
                                                          June 30,
                                                   ------------------------
                                                      2000          1999
                                                   ----------    ----------
 <S>                                              <C>           <C>
 Cash flows from operating activities:
  Net loss                                        $(1,390,000)  $(2,101,000)
  Adjustments to reconcile net loss to net cash
 provided by operating activities:
    Depreciation                                      137,000       110,000
    Nonoperating income                                             (12,000)
    Bad debt expense                                2,157,000     3,045,000
    Deferred tax expense                                             24,000
    Changes in:
     Accounts receivable                           (2,187,000)   (3,038,000)
     Due from factor                               (1,674,000)
     Prepaid expenses and other current assets         46,000        31,000
     Payroll taxes, interest and penalties          4,226,000     2,940,000 *
     Accounts payable                                (276,000)     (268,000)
     Accrued expenses and other current
       liabilities                                  1,335,000       303,000 *
     Due to third-party payors                       (174,000)     (259,000)
     Current income taxes                              50,000       387,000
     Other assets                                       9,000
                                                   ----------    ----------
       Net cash provided by operating activities    2,259,000     1,162,000
                                                   ----------    ----------
 Cash flows from investing activities:
  Acquisition of property                            (216,000)      (44,000)

 Cash flows from financing activities:
  Purchase of treasury stock                          (23,000)
  Repayment of long-term debt                      (1,607,000)   (1,316,000)
                                                   ----------    ----------
       Net cash used in financing activities       (1,630,000)   (1,316,000)
                                                   ----------    ----------
 Net increase (decrease) in cash                      413,000      (198,000)
 Cash - beginning of year                             214,000       412,000
                                                   ----------    ----------
 Cash - end of year                               $   627,000   $   214,000

 Supplemental disclosure of cash flow
   information:
  Cash payments for:
    Interest                                      $   479,000   $   220,000
    Income taxes                                  $    25,000


 *Reclassified to conform to current year presentation.

 See notes to consolidated financial statements

                                     F-6
</TABLE>
<PAGE>


 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 stockholders  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),  Statewide
 Healthcare Services,  Inc.  ("Statewide"), Homemakers  of  Montgomery,  Inc.
 ("Homemakers"), Rosewood  Home  Health,  Inc.  ("Rosewood"),  Lakeside  Home
 Health Agency,  Inc., a  Missouri corporation  ("Lakeside (Missouri)"),  the
 Oxford Group, Lakeside  Home Health  Agency, Inc.,  an Illinois  corporation
 ("Lakeside (Illinois)"), Preferred Nursing Care ("Preferred") HASC  Staffing
 Systems, Inc. ("HASC") 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,   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 O).


 NOTE B - LIQUIDITY

 The Company has  incurred recurring  operating losses  and negative  working
 capital and has failed to make substantial payroll tax deposits.  Management
 believes that the Company's viability as a going concern is dependent upon a
 return to profitability and continued positive cash flow and its ability  to
 better manage its  accounts receivable.  Management is continuing to  review
 its collection process  and implement  practices to  enhance such  processes
 with a view towards  reducing bad debt expense.   Management has  eliminated
 one of its software systems for which it had identified certain shortcomings
 and is  implementing new  software  to control  the  aging of  its  accounts
 receivable.

 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 collection of its accounts receivable, a
 return to  profitability,  continued positive  cash  flows and  a  favorable
 resolution to the  payroll tax  arrearage described in  Note I[1].   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.

 See Note P with respect to a change in contract of the Company and a related
 severance change of approximately $3,500,000 in the ensuing fiscal year.

 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.

 [4] Property and equipment:

    Property  and equipment  are stated  at  cost. Depreciation  is  provided
    using  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 and diluted  net loss per share are  based on the weighted  average
    number of common shares outstanding during  the year.  The effect of  the
    exercise of warrants and options issued are not included as their  effect
    on  net  loss  per share  is  anti-dilutive.    However,  these  dilutive
    securities  may have  a dilutive  effect  on earnings  per share  in  the
    future.

 [6] 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   Company's
    provision  for  doubtful  accounts  and  its  reserve  for   discontinued
    operations.

    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.   The  year  ended
    June 30, 2000  was the final  year in which  the Company  had to  include
    this amount in taxable income.

 [7] 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   for  doubtful  accounts,  accruals   for
    penalties and interest related to payroll taxes, third-party  settlements
    and deferred taxes.  The  actual results may differ from those  estimates
    and the differences could be material.


 NOTE D - DUE FROM FACTOR

 Under the terms of the factoring agreement, the Company may request advances
 from the factor up to 80%  of aggregate receivables purchased by the  factor
 at an interest rate of prime plus 3.5%.  The Company also pays the factor  a
 refundable purchaser's fee of  2.7% per invoice.   The fee is refundable  to
 the extent that the account is collected in  less than 90 days at .033%  per
 day for  each day  below the  90 days.    The Company  sells and  assigns  a
 substantial portion of its receivables, with  recourse, to the factor.   The
 factor maintains liens on all accounts  receivable, contract rights and  all
 proceeds of  the foregoing.   These  transfers are  recognized as  sales  of
 receivables.


 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, 2000, was as follows:

     Illinois Department of  Aging ("IDOA")        40%
     Medicaid waiver                               48
     Medicaid                                       6
     Other third-party payors                       3
     Clients                                        3
                                                  ---
                                                  100%
                                                  ===


 NOTE F - PROPERTY AND EQUIPMENT

 Property and equipment consists of the following at June 30, 2000:

     Furniture and fixtures                   $ 318,000
     Office, computer and medical equipment     616,000
     Autos                                       43,000
                                               --------
                                                977,000
     Less accumulated depreciation             (760,000)
                                               --------
                                              $ 217,000
                                               ========

 The total amount  of equipment  recorded under  capitalized leases  included
 above was $103,000 and was fully amortized.


 NOTE G - ACCRUED EXPENSES

 Accrued expenses consist of the following at June 30, 2000:

   Accrued wages                               $1,160,000
   Accrued loss on discontinued operations         86,000
   Income tax payable                           1,560,000
   Other                                          189,000
                                                ---------
                                               $2,995,000
                                                =========


 NOTE H - INCOME TAXES

 The provision for federal and state income taxes consists of the following:

                                              Year Ended
                                               June 30,
                                        ----------------------
                                          2000          1999
                                        ---------      -------
      Current:
        Federal                        $1,271,000     $ 90,000
        State                             239,000       16,000
      Deferred:
        Federal                                         20,000
        State                                            4,000
                                        ---------      -------
                                       $1,510,000     $130,000


 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 in taxes resulting from:
     State income tax, net of federal benefit          131.5      1.0
     Nondeductible items                               193.2     15.5
     Valuation of temporary differences                819.2     23.1
     Prior year underaccrual                            80.0
     Other                                                        0.6
                                                     -------     ----
    Income tax provision                             1,257.9%     6.2%
                                                     =======     ====

 The income tax effects  of temporary differences that  give rise to the  net
 deferred tax asset at June 30, 2000 are as follows:

    Current deferred tax assets:
     Provision for doubtful accounts                   $ 1,591,000
     Discontinued operations                                35,000
                                                        ----------
                                                         1,626,000
                                                        ----------
    Noncurrent deferred tax assets:
     Jobs tax credit carryforward                           55,000
     Depreciation                                            8,000
                                                        ----------
    Noncurrent deferred tax assets                          63,000
                                                        ----------
    Net deferred tax assets                              1,689,000
    Valuation allowance                                 (1,689,000)
                                                        ----------
    Net deferred tax asset                             $         0
                                                        ==========

 The Company has job tax credits  of approximately $55,000 at June 30,  2000.
 These job  credits expire  in 2008.   The  Company's deferred  tax asset  at
 June 30, 2000 has been  fully reserved as its  future realization cannot  be
 determined.  The valuation reserve increased  $983,000 and $551,000 for  the
 years ended June 30, 2000 and 1999, respectively.

 NOTE I - COMMITMENTS AND CONTINGENCIES

 [1] Payroll tax penalties and interest:

    The Company has not paid federal and state payroll taxes and payroll  tax
    withholding liabilities aggregating  $6,080,000.  Management has  engaged
    counsel to  represent the Company  with respect to  these payments.   The
    Company  has reserved  approximately $1,588,000  for such  penalties  and
    interest through June 30, 2000,  however, there can be no assurance  that
    the  respective taxing  authorities  will  not take  action  against  the
    Company.

 [2] 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, 2000 are as follows:

         Year
        Ending
       June 30,
       --------
        2001      $ 222,000
        2002         42,000
        2003         13,000
                   --------
                  $ 277,000
                   ========


    Rent expense  under operating leases  was $439,000 and  $532,000 for  the
    years  ended  June 30, 2000  and 1999,  respectively.  The  lease for the
    Company's  headquarters  expires  in  November  2000.   The  Company  has
    executed a lease  for new space in  October 2000 providing for a  monthly
    base  rent of  approximately $23,000  with escalations  to  approximately
    $30,000 per month.  The lease term  is from February 2001 through January
    2011 and is not reflected in the above future minimum lease payments.

 [3] Litigation:

    The Company  has been named  in several legal  proceedings in  connection
    with matters that arose during the normal course of its business.   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.

 [4] Termination and benefits agreements:

    An employment  agreement with the President  and Chief Operating  Officer
    provides for a maximum aggregate salary of approximately $390,000 over  a
    period  of 36  months and  for a  payment in  the event  of a  change  in
    control which was subsequently waived (see Note P).

    On December 5, 1997, a termination and benefits modification was made  to
    the  Chief Executive  Officer's ("CEO")  employment  agreement.   In  the
    event of a change in control, the maximum aggregate severance  commitment
    pursuant  to this  contract  provision  was to  have  been  approximately
    $2,555,000, however see Note P.


 [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 $280,000 at  June 30,
    2000 to cover open cost report periods which have not been finalized.


 NOTE J - MAJOR CUSTOMER

 Fees billed  to one  major customer,  the IDOA  accounted for  approximately
 $21,313,000  (63%)  and  $16,900,000  (60%)  of  the  total  revenues   from
 continuing  operations  for  the  years   ended  June 30,  2000  and   1999,
 respectively. The amounts  due under such  contracts totaled $4,098,000  and
 $2,219,000 at June 30, 2000 and 1999, 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, 2000, management believes the Company is in compliance with  the
 contract.


 NOTE K - RELATED PARTY TRANSACTIONS

 The Company has  a loan  due from an  officer/stockholder in  the amount  of
 $146,000, including accrued interest thereon, as of June 30, 2000.  The loan
 bears interest at 9% per year.  The principal plus accrued interest was  due
 on July 31, 1998.  Subsequent  to July 30, 1998, the  due date on this  loan
 was extended until July 31, 1999, and again until July 31, 2000.  The former
 stockholder had  agreed to  pay  $15,000 annually  to  be applied  first  to
 interest and the  balance to reductions  of principal; no  such payment  was
 made  in the year ended June 30, 2000.  At the expiration of his  employment
 (severance) agreement, (see  Note P)  the unpaid  balance would  approximate
 $160,000.  The Company has not accrued interest income on this nonperforming
 loan for the year ended June 30, 2000.

 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  received  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 incentive 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 was approximately $2,555,000,
 in the form of a one-time  payment.  Total compensation under this  contract
 for the years ended  June 30, 2000 and 1999  totaled $406,000 and  $305,000,
 respectively (see Note P).

 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  an
 officer/stockholder of the Company is an officer.  The amount due from  this
 organization was $91,000  at June 30,  1998 and was  written off during  the
 year ended June 30, 1999.   The organization occupies  certain space in  the
 Company's leased facilities without charge.

 A director of  the Company received  payments totaling approximately  $9,000
 and $4,000 for  the years ended  June 30, 2000 and  1999, respectively,  for
 legal services.


 NOTE L - STOCK OPTIONS

 The  Company  has  elected  to  continue  to  account  for  its  stock-based
 compensation plan 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.  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.

<TABLE>
 Activity relating to stock options during the years ended June 30, 2000  and
 1999:

                                          2000                   1999
                                   -------------------    -------------------
                                    Number     Average     Number     Average
                                      of      Exercise       of      Exercise
                                    Shares      Price      Shares      Price
                                   --------     -----     --------     -----
   <S>                            <C>           <C>        <C>        <C>
   Outstanding at beginning of
     period                         870,000     $ 2.31     870,000    $ 2.31
   Granted                          200,000       1.25
                                  ---------                -------
   Outstanding at end of period   1,070,000       2.12     870,000      2.31
                                  =========                =======
   Exercisable                    1,070,000       2.12     870,000      2.31
                                  =========                =======
</TABLE>

 1,500,000 shares of common  stock have been reserved  for issuance of  stock
 options pursuant to the plan.

<TABLE>
 The following table summarizes information  about stock options at  June 30,
 2000:

                                   Options Outstanding            Options Exercisable

                                           Average
                                          Remaining   Weighted                Weighted
                                         Contractual   Average                Average
                              Number        Life      Exercise     Number     Exercise
  Range of Exercise Price  Outstanding    In Years      Price   Exercisable    Total
  -----------------------  -----------    --------      -----   -----------   --------
      <S>                  <C>               <C>        <C>     <C>           <C>
      $1.12 to $1.25         550,000         7.8        $1.17     550,000     $ 1.17
          $1.63              300,000         8.7         1.63     300,000       1.63
          $4.95              200,000         6.7         4.95     200,000       4.95
          $6.88               20,000         5.7         6.88      20,000       6.88
                           ---------                            ---------
                           1,070,000                     2.12   1,070,000       2.12
                           =========                            =========
</TABLE>

 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 net loss and loss per share would have been $1,427,000
 and $.76, respectively, for the year ended June 30, 2000 and $2,275,000  and
 $1.22,  respectively,  for  the year  ended June 30,  1999.  This amount was
 estimated using Black-Scholes stock option pricing method.  The  significant
 weighted average assumptions used are as follows:

                                       2000      1999
                                       ----      ----

      Risk free interest rate           6.33%     5.7%
      Expected life in years            8         8
      Volatility                      107%       66%
      Dividend yield                    0         0


 NOTE M - STOCK WARRANTS OUTSTANDING

 The Company has 1,638,750 outstanding stock purchase warrants as of June 30,
 2000.  Each  warrant entitled  the holder to  purchase one  share of  Common
 Stock at an  exercise price of  $6.00 per share  at any  time. The  warrants
 expire on December 4, 2000.

 The Company has  also issued  to the underwriters  of its  IPO, for  nominal
 consideration, the Underwriters' Warrant to purchase from the Company up  to
 71,250 Units.   Each unit  consists of  one share  of common  stock and  two
 redeemable common stock  purchase warrants.   The Underwriters' Warrant  was
 exercisable at  a price  of $10.08  per  unit for  a  period of  four  years
 commencing December 5, 1996.  These warrants expire on December 5, 2000.


 NOTE N - 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 2000 is as follows (in thousands):
<TABLE>

                            Alabama  Illinois  Missouri   Mississippi Corporate  Total
                             -----    ------     -----       -----     ------    ------
 <S>                        <C>      <C>        <C>         <C>       <C>       <C>
 Continuing operations:
   Revenues (1)             $2,645   $24,324    $1,724      $4,891    $     0   $33,584
   Direct costs              1,782    16,289     1,114       3,357          0    22,542
                             -----    ------     -----       -----     ------    ------
   Gross margin                863     8,035       610       1,534          0    11,042
   Operating expenses          539     4,139       495       1,085      4,123    10,381
                             -----    ------     -----       -----     ------    ------
   Operating income
        (loss)              $  324   $ 3,896    $  115      $  449    $(4,123)  $   661
                             =====    ======     =====       =====     ======    ======
   Total assets             $1,179    $4,990     $1,347     $1,957    $   182   $ 9,655
                             =====    ======     =====       =====     ======    ======

      (1) Illinois segment includes approximately $21,313 of revenue from the IDOA.


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

      Segments' net income                 $   661
      Interest expense                        (541)
      Income tax expense                    (1,510)
                                            ------
      Consolidated net loss                $(1,390)
                                            ======
</TABLE>
<PAGE>
<TABLE>
 Information related to the Company's reportable segments for 1999 is as follows (in thousands):


                            Alabama  Illinois  Missouri   Mississippi Corporate  Total
                             -----    ------     -----       -----     ------    ------
 <S>                        <C>      <C>        <C>         <C>       <C>       <C>
 Continuing operations:
   Revenues (1)             $3,103   $19,447    $1,328      $4,011    $     0   $27,889
   Direct costs              2,193    13,216       810       2,871          0    19,090
                             -----    ------     -----       -----     ------    ------
   Gross margin                910    6,231        518       1,140          0     8,799
   Operating expenses          868    4,925        575       1,614      2,476    10,458
                             -----    ------     -----       -----     ------    ------
   Operating income
     (loss)                 $   42   $1,306     $  (57)     $ (474)   $(2,476)  $(1,659)
                             =====    ======     =====       =====     ======    ======
   Total assets             $1,398    $2,889    $1,637      $1,225    $   548   $ 7,697
                             =====    ======     =====       =====     ======    ======

      (1) Illinois segment includes approximately $16,900 of revenue from the IDOA.


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

      Segments' net loss                 $(1,659)
      Nonoperating income                     12
      Interest expense                      (324)
      Income tax expense                    (130)
                                          ------
      Consolidated net loss              $(2,101)
                                          ======
</TABLE>


 NOTE O - 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:

                                             2000            1999
                                           --------         --------
       Cash                                                $   6,000
       Accounts receivable, net                              299,000
       Accounts payable                                      (15,000)
       Accrued expense                    $ (87,000)        (196,000)
       Due to third-party payors           (280,000)        (454,000)
                                           --------         --------
                                          $(367,000)       $(360,000)
                                           ========         ========

 The Medicare agencies' had no revenues  in 2000 and revenues of $415,000  in
 1999 and losses from operations of  $109,000 and $311,000 in 2000 and  1999,
 respectively.


 NOTE P - SUBSEQUENT EVENT

 On August 3, 2000, the Company's majority stockholder, Chairman of the Board
 and Chief Executive  Officer ("CEO"), in  a private  transaction executed  a
 Stock Purchase Agreement effective July 31, 2000  to sell 959,999 shares  of
 common stock  (representing 99.7%  of the  stockholder's interest)  and  his
 700,000 stock options to buy shares at exercise prices ranging from $1.25 to
 $4.65 to  HAH Holdings  LLC  ("Holdings") for  $2,000,000.   Holdings  is  a
 Delaware limited liability company affiliated with Oxford Commercial Funding
 LLC ("Oxford").   Oxford has  been providing  accounts receivable  factoring
 services to the Company since July 1999.

 The transaction resulted in  the Company becoming  a subsidiary of  Holdings
 and triggered the change  in control provisions  with respect to  employment
 agreements of the  CEO and the  President.  The  parties amended the  former
 CEO's employment  agreement  to reduce  the  change in  control  payment  to
 $689,655.  In addition,  the former CEO  is to receive  an increase in  base
 salary to $400,000 per annum for  the remaining term of the agreement  which
 expires  in  December  2007.  The present  value  of  the  amended  contract
 discounted at a rate of 6% is  approximately $2,340,000.  The result of  the
 change in control and amendment to the employment agreement will result in a
 charge to the Company of approximately $3,000,000 for severance pay.

 The President/COO agreed to waive his change in control provision and signed
 an employment agreement to continue in his position under the same terms  of
 his original employment agreement.