SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON D.C.

                                    FORM 10-K

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

                      For Fiscal Year Ended March 31, 1999

                         Commission File No. 33-17774-NY


                          TEMPORARY TIME CAPITAL CORP.
                          ----------------------------
             (Exact name of registrant as specified in its charter)


             93-0955290                                Colorado
             ----------                                --------
       (I.R.S. Employer Id.)                    (State of Corporation)


 317 Madison Avenue Suite 2315 New York. New York         10017
 ------------------------------------------------         -----
    (Address of Principal Executive Offices)            (Zip Code)

Registrant's telephone number, including area code: (212) 661-4187

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

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

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months and (2) has been
subject to such filing requirements for the past 90 days.

                                                        Yes |X| No |_|

Shares of Common Stock, $.001 par value outstanding as of March 31, 1999
to non-affiliates are 111,019 (affiliates consist of Directors and
Officers of the Company). As of March 31, 1999 the aggregate market
value of such shares (based upon the average of the opening bid and low
asked prices of the shares) was approximately $319,052.

Documents incorporated by reference:

                                    NONE

<PAGE>

                                   PART I

ITEM 1.   BUSINESS

     (a)  General Development of Business

     Temporary Time Capital Corp. (the "Company") was incorporated under
the laws of the State of Colorado on June 16, 1987. The Company was
formed as a vehicle to obtain capital and to investigate and evaluate
businesses with the ultimate goal of acquiring businesses that would
have the potential for profit.

     The Company entered the personnel services industry in August 1988
by acquiring several small temporary and permanent placement personnel
agencies. All of these subsidiaries, have since become inactive due to
the disassociation of key personnel from the Company and have been
dissolved.

     On January 1, 1996 the Company acquired all assets and business
interests of On Duty Medical, Inc., and its subsidiaries, On Duty Ohio,
Inc., On Duty Massachusetts, Inc., On Duty New York, Inc. from Maloney
Temps, Inc. On Duty Medical, Inc. is engaged in the home health care and
temporary health care personnel industry. Maloney Temps, Inc. is wholly
owned by Joseph J. Maloney, Chairman, Chief Executive Officer and
president of Temporary Time Capital Corp. The Company in February 1996
re-entered the personnel services industry using the names of Savitt &
Co., Joseph T. Maloney Associates and Temporary Time Capital Corp.

     (b)  Financial Information About Industry segment

     The consolidated financial statements of the Company and its
subsidiaries as of March 31, 1999 are attached hereto.

     (c)  Narrative Description of Business


                              Health Care Services

     The Company through the acquisition of On Duty Medical, Inc. and
its subsidiaries entered the home and health care market in Ohio,
Connecticut and Massachusetts. On Duty Medical, Inc. has been
traditionally in the field of providing temporary health care personnel,
including registered, licensed practical nurses, and certified nurses
aids to health care facilities such as hospitals, nursing homes and
extended care facilities. The Company has also invested and provides
financing of its affiliated home health care agencies providing services
to Medicare and Medicaid patients in Ohio and Connecticut.


                      Temporary Office Employment Services

     The Company's temporary office services provide clients with the
means of handling such events as vacations, emergency absences, sudden
changes in

<PAGE>

workload, and special projects, in an effective and economic
manner. The temporary workers are employees of the Company and are paid
by the Company while on assignment. The customer pays a fixed hourly
rate for hours worked.


                                   Seasonality

     The Company's business is not seasonal but increases during holiday
or traditional vacation months.


                                     Funding

     Information concerning the Company's funding of its businesses is
included in this Report on Form 10-K, in the Management's Discussion and
Analysis below, under the caption heading "Liquidity and Capital
Resources," incorporated herein by reference.


                                  New Products

                                      NONE


                              Markets and Marketing

     Information regarding the Company's markets and marketing is also
included in this Report on Form 10-K in the Management's Discussion and
Analysis below, incorporated herein by reference.


                                   Competition

     The personnel industry is exceptionally competitive, with clients
generally using more than one employment services companies to satisfy
their personnel placement requirements. In New York City alone, the
primary area served by the Company, there are a substantial number of
employment placement services. These services find and provide employees
for either temporary or permanent positions for their clients.

     The industry has seen significant volume increases in the hiring of
temporary personnel over the last few years. While management expects
this trend to level off, the use of temporary personnel has expanded to
include professional positions.

     The Company competes locally with large, nationally-based firms
including Manpower, Inc., Kelly Services, Inc., Olsten Corporation and
Robert Half International Inc. Due to their high recognition factor and
advertising expenditures, these firms are formidable forces in the
temporary personnel industry.

<PAGE>

     The Company aims to increase its share of the temporary business by
attracting qualified temporary candidates by offering competitive pay,
providing dependable, efficient service to clients, and recruiting
established counselors with industry contacts and operations expertise
to enhance the Company's access to prospective clients and potential
employees.

     In the temporary health care field, The Company through On Duty
Medical, Inc. and On Duty Ohio, Inc. likewise face many competitive
factors. The temporary health care personnel market is highly fragmented
and significant competitors are often localized in particular
geographical markets. The Company's largest competitors include Staff
Builders, Inc., Kimberley, Inc., Medical Personnel Pool, Inc., and
Hospital Staffing, Inc. The Company also competes with many other
smaller temporary medical staffing agencies, especially as other
agencies enter the market.

     In addition to competing for client accounts, On Duty Medical, Inc.
and On Duty Ohio, Inc. experience intense competition from other
companies in recruiting qualified health care personnel for its
temporary health care business because the United States health care
industry generally faces a shortage of qualified personnel. Like other
temporary business, the Company's success depends, to a significant
degree, on its ability to recruit qualified health care personnel. On
Duty Medical, Inc. and On Duty Ohio, Inc., therefore engage in
aggressive recruitment and provides flexible work schedules and
competitive compensation arrangements.


                                  Major Clients

     The Company had no major client in the fiscal year ending March 31,
1999 which accounted for more than 20% of its temporary service revenue.

                                    Employees

     As of March 31, 1999, the Company had 35 sales, technical,
administrative and clerical personnel, was paying approximately 850
temporary employees per week and had approximately 6,500 individuals in
its personnel files.

     (d)  Financial Information About Foreign and Domestic
          Operations and Export Sales.

     The Company has no foreign operations or export sales. The
Company's operations are within the United States, primarily in the
States of New York, Ohio, Connecticut and Massachusetts.

<PAGE>

ITEM 2. PROPERTIES

     The Company owns no real property. The Company leases space located
on terms set forth in the following table:

                                                  Square    Monthly
Premises                  Terms of Lease           Feet     Rental
-------------------------------------------------------------------

317 Madison Avenue        04/01/1997 - 03/31/2002  1900     $2,495
Suites 2310-2315
New York, NY

51 East 42nd Street       01/01/1999 - 12/31/2001   950     $2,377
Suite 1508
New York, NY

51 East 42nd Street       02/01/1999 - 01/31/2002   120     $  693
Suite 708
New York, NY


ITEM 3.   LEGAL PROCEEDINGS.

          NONE


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

          NONE


PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

     The Company's Common Stock, par value $.001, is currently listed on
the NASD Bulletin Board and "pink sheets". The Company was declared
effective by the Securities Exchange Commission on April 17, 1988. The
Company was listed in the "pink sheets" since May 16, 1988. As of March
31, 1999, there were three market makers trading the stock.



     The market price information for the common equity pursuant to Item
201(a)(1)(iii) for each quarter from April 1, 1998 through March 31,
1999 was as follows:

<PAGE>

 Fiscal Year                Bid Prices         Asked Prices

                          High      Low       High       Low
-------------------------------------------------------------
 First Quarter            1 3/4     1 1/4     2 3/4     2 1/4

 Second Quarter           2 1/4     1 3/4     3 1/2     2 3/4

 Third Quarter            2 1/2     2         3 1/2     3

 Fourth Quarter           2 1/4     1 3/4     3 1/4     2 3/4

The above bid and asked quotations represent prices between dealers and
do not include retail markup, markdown or commission. They do not
represent actual transactions.

No dividends have been declared with respect to the Common stock since
the Company's inception, and the Company does not anticipate paying
dividends in the foreseeable future.

On March 31, 1999 the approximate number of holders of record of the
Company's $.001 par value Common Stock was 16 with most shares being
held in "street name."


ITEM 6.   SELECTED FINANCIAL DATA

          NONE


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

     The following discussion and analysis provides information which
the Company's Management believes is relevant to a proper assessment and
understanding of the Company's results of operations and financial
condition. This analysis and discussion should be read in conjunction
with the financial Statements and the footnotes supporting these
statements.

Management's discussion of results of Operation, Liquidity & Capital.

     The Company's increased sales growth during the current fiscal year
ending was due to the growth of our New York based Savitt Technical
division which provides staffing of personal computer instructors and
technical support personnel to companies and our traditional temporary
staffing. Permanent placement fees in the metro New York City area have
also greatly increased during the current fiscal year.

<PAGE>

Our medical staffing subsidiary, On Duty Ohio, Inc. continues to show
strong sales and cash flow operating in the State of Ohio. New regions
of Ohio are gradually being open and a growing patient base will
continue to expand our Ohio sales into the next year.

The Company's affiliated Medicare and Medicaid agencies in Ohio,
Connecticut and Massachusetts continue to grow through the financing of
their receivables by our subsidiary, On Duty Medical, Inc. However, due
to larger than normal write-offs of uncollectable patient cases in
Connecticut, the profitability of our home health care agencies has
suffered. This also has increased the bad debt expense of the Company in
the current fiscal year and required additional external financing by
the Finova Capital Corporation to the Company.  The Company has recently
changed the management structure of the Ohio and Connecticut home health
agencies and closed its Massachusetts agency to correct the problem. It
is expected that the home health agencies will become profitable in the
next year given increase in new business, key personnel changes and
better collection of their receivables.

The Company planning in the next fiscal year to significantly reduce its
external borrowing from its secured financing arrangement with the
Finova Capital Corporation through better cash management and upgraded
financial reporting systems.

On a personal note, the health of the Company's founder, Chairman and
Chief Executive Officer, Joseph T. Maloney continues to be uncertain.
Contingencies plans have been put in place by management in order to
provide for the uninterrupted operation of the Company should Mr.
Maloney be absent during the upcoming fiscal year.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Financial Statements and supplementary data are listed in Part IV,
Item 14 of this Annual Report Form 10-K.


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

     There were no disagreements on accounting or financial disclosure
matters required to be disclosed by this Item.

<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth certain information regarding the
principals and executive officer of the Company:

Name                     Age        Position
---------------------------------------------------------------

Joseph T. Maloney        52         Chairman of the Board,
                                    Chief Executive Officer,
                                    and Director

Mireille Savitt          44         President and Director

Mario Malono             33         Secretary and Treasurer


ITEM 11.   EXECUTIVE COMPENSATION

     The Company has not entered into any employment agreements.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     The following table sets forth information as of March 31, 1999
with respect to the share ownership of the Officers and Directors and
beneficial owners of more than five percent of the Common Stock of the
Company as a Group. Except as noted below, each person has sole voting
and investment powers with respect to the shares shown.


                            Number of
Name and Address          Shares Owned (1)   Percentage of Class
--------------------------------------------------------------------
Joseph T. Maloney
317 Madison Avenue
Suite 2315
New York, NY 10017            199,163               63.00%

All officers and directors
as a group
(1 in number)                 199,163               63.00%

(1) All shares are owned of record and beneficially.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         NONE

<PAGE>
                                     PART IV

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

     The following Financial Statements of the Company are included in
this Report immediately following the Signature Pages:

(a)  List the following documents filed as a part of the Report.

     (1) and (2) Financial Statements and Schedule

     The response to this portion of Item 14 is submitted as a separate
section of this report.

     (3) Exhibits

         None

(b)  Form 8-K Filings

         None


                               SIGNATURES

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

                               TEMPORARY TIME CAPITAL CORP.


Dated:  August 23, 1999       By:  /s/ Joseph T. Maloney
                                  -----------------------------------
                                    Joseph T. Maloney
                                    Chairman of the Board, Chief
                                    Executive Officer and Director

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of
the registrant in the capacities on the dates indicated.


Dated:  August 23, 1999        By:  /s/ Joseph T. Maloney
                                  -----------------------------------
                                    Joseph T. Maloney
                                    Chairman of the Board, Chief
                                    Executive Officer and Director

Dated:  August 23, 1999        By:  /s/ Mireille Savitt
                                  -----------------------------------
                                    Mireille Savitt
                                    President and Director
<PAGE>

Bradford A. Miller, CPA P.C.
6 Valley Lane
Garrison, New York 10524

(914) 739-5775
Fax (914) 739-9762


                       Independent Auditor's Report



Board of Directors and Stockholders
Temporary Time Capital Corp.
New York, New York

I have audited the accompanying consolidated balance sheets of Temporary
Time Capital Corp. and Subsidiaries as of March 31, 1999 and 1998 and
the related consolidated statements of income, retained
earnings(accumulated deficit), and cash flows for the years ended March
31, 1999, 1998 and 1997. These financial statements are the
responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above represent
fairly, in all material respects, the financial position of Temporary
Time Capital Corp. and Subsidiaries as of March 31, 1999 and 1998 and
the results of its operations and its cash flows for the years ended
March 31, 1999, 1998 and 1997 in conformity with generally accepted
accounting principles.


August 23, 1999
                                 Bradford A. Miller, CPA P.C.


<PAGE>

                       Temporary Time Capital Corp and Subsidiaries
                               Consolidated Balance Sheets
                              As of March 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                       1999            1998
                                                   ----------      ----------
<S>                                                <C>             <C>
                                     ASSETS

CURRENT ASSETS
 Cash                                              $  (74,035)     $    6,536
 Accounts receivable (net of
  allowance for doubtful accounts)                  2,476,574       2,019,781
 Other receivables                                     35,106             -0-
 Prepaid assets                                         1,596           5,205
                                                   ----------      ----------
  Total CURRENT ASSETS                              2,439,241       2,031,522

PROPERTY and EQUIPMENT
 Machinery and equipment                              120,503         120,503
 Office furniture                                      55,000          55,000
 Less: accumulated depreciation                      (122,718)        (87,618)
                                                   ----------      ----------
  Total PROPERTY and EQUIPMENT                         52,785          87,885

OTHER ASSETS
 Due from affiliates                                  775,232         428,790
 Other assets                                          10,610          10,610
                                                   ----------      ----------
  Total OTHER ASSETS                                  785,842         439,400
                                                   ----------      ----------
  Total ASSETS                                     $3,277,868      $2,558,807
                                                   ==========      ==========

                      LIABILITIES & STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
 Accounts payable and accrued expenses             $  346,735      $  424,886
 Accrued income taxes                                  27,300             -0-
 Current portion of long term debt                     19,330          20,769
 Factor payable                                     1,784,157       1,260,630
                                                   ----------      ----------
 Total CURRENT LIABILITIES                          2,177,522       1,706,285

LONG TERM LIABILITIES
 Notes payable                                          3,432          22,762
 Loan from shareholders                                14,460          22,960
                                                   ----------      ----------
  Total LONG TERM LIABILITIES                          17,892          45,722
                                                   ----------      ----------

  Total LIABILITIES                                 2,195,414       1,752,007

STOCKHOLDERS' EQUITY
 Common Stock, par $.001                                2,343           2,343
  Authorized 8,333,333, issued &
  outstanding 315,182 and 325,348
  in 1999 and 1998, respectively.
 Additional paid-in capital                         1,121,309       1,121,309
 Treasury stock                                       (74,314)        (51,314)
 Accumulated Deficit                                   33,116        (265,538)
                                                   ----------      ----------
                                                    1,082,454         806,800
                                                   ----------      ----------

  Total LIABILITIES & STOCKHOLDERS' EQUITY         $3,277,868      $2,558,807
                                                   ==========      ==========
</TABLE>

             See accompanying notes to Independent Auditor's Report

<PAGE>

                    Temporary Time Capital Corp and Subsidiaries
                       Consolidated Statements of Income and
                       Retained Earnings(Accumulated Deficit)
                  For the Years Ended March 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                           1999           1998          1997
                                       -----------    -----------   -----------
<S>                                    <C>            <C>           <C>
REVENUE                                $10,054,624    $ 8,701,346   $ 6,137,202

Direct Costs
 Temporary wages & payroll taxes         6,554,358      5,334,654     3,527,024
 Commissions                               975,175        763,901       505,212
                                       -----------    -----------   -----------
                                         7,529,533      6,098,555     4,032,236
                                       -----------    -----------   -----------
  Gross profit                           2,525,091      2,602,791     2,104,966

General & Administrative
 Wages and salaries                        662,694        399,799       623,752
 Advertising                               155,158        135,896        80,855
 Vehicle expense                            79,923         90,945       108,064
 Allowance for bad debt                    117,197        225,308       100,000
 Depreciation expense                       35,100         34,137        34,784
 Insurance                                 169,840        134,646       115,731
 Legal and accounting                      107,381         70,102        30,867
 Other operating expenses                   90,430         31,242        27,719
 Office expense                            164,183        346,633       289,031
 Rents                                     101,813        112,703       157,103
 Repairs and maintenance                    17,442         38,215        35,688
 Utilities                                 154,295        104,542       116,015
                                       -----------    -----------   -----------
                                         1,855,456      1,724,168     1,719,609
                                       -----------    -----------   -----------

  Income from operations                   669,635        878,623       385,357

 Loss from discontinued operations          88,070            -0-           -0-
 Interest expense                          252,947        195,475       128,570
                                       -----------    -----------   -----------

 Income before provision for
  income taxes                             328,618        683,148       256,787

 Provision for income taxes                 29,969            -0-           -0-
                                       -----------    -----------   -----------

   Net Income                              298,649        683,148       256,787

 Accumulated deficit-beginning            (265,533)      (948,681)   (1,205,468)
                                       -----------    -----------   -----------
 Retained earnings
  (Accum deficit)-ending               $    33,116    $  (262,533)  $  (948,681)
                                       ===========    ===========   ===========

 Net income per share                  $       .93    $      2.00   $       .72
                                       ===========    ===========   ===========
</TABLE>


          See accompanying notes to Independent Auditor's Report

<PAGE>

                     Temporary Time Capital Corp and Subsidiaries
                        Consolidated Statements of Cash Flows
                  For the Years Ended March 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                           1999          1998          1997
                                        ---------     ---------     ---------
<S>                                     <C>           <C>           <C>
Cash Flows from Operating Activities:
 Net income                             $ 298,649     $ 683,143     $ 256,785
 Adjustments to reconcile net income
 to net cash provided by operating
 activities:
  Depreciation expense                     35,100        34,171        35,101
  Change in accounts receivable          (491,899)     (837,418)   (1,182,363)
  Change in prepaid assets                  3,609         8,153         4,104
  Change in accounts payable              (75,375)       75,385       (14,795)
  Change in factor payable                523,527       394,795       865,835
  Change in other current liabilities      24,530       153,392       161,809
  Change in due to affiliates                 -0-      (157,533)       96,752
  Change in other assets                      -0-           -0-        (6,345)
                                        ---------     ---------     ---------
  Total Adjustments                        19,492      (329,089)      (39,902)
                                        ---------     ---------     ---------

   Net Cash Provided by (Used by)
    Operating Activities                  318,141       354,054       216,883

Cash Flows from Investment Activities:
  Investment in affiliates               (346,442)     (370,137)     (108,653)
                                        ---------     ---------     ---------

   Net Cash Provided by (Used by)
    Investing Activities                 (346,442)     (370,137)     (108,653)

Cash Flows from Financing Activities:
  Repayment of long term debt             (20,770)      (32,842)      (32,164)
  Repayment of loans from shareholder      (8,500)       48,960       (38,867)
  Repayment of capital leases                 -0-        (1,906)      (16,785)
  Increase in due to affiliate                -0-           -0-           -0-
  Purchase of treasury stock              (23,000)      (22,861)       (9,928)
                                        ---------     ---------     ---------

   Net Cash Provided by (Used by)
    Financing Activities                  (52,270)       (8,651)      (97,744)
                                        ---------     ---------     ---------

Net Increase(Decrease) in Cash            (80,571)      (24,734)       10,486

Cash at beginning of year                   6,536        31,270        20,784
                                        ---------     ---------     ---------

Cash at end of year                     $ (74,035)    $   6,536     $  31,270
                                        =========     =========     =========
</TABLE>

               See accompanying notes to Independent Auditor's Report

<PAGE>

                  Temporary Time Capital Corp. and Subsidiaries
                         Notes to Financial Statements
                  For Years Ended March 31, 1999, 1998 and 1997

1.   Significant Accounting Policies

     Temporary Time Capital Corp. (the "Company") was incorporated under
the laws of the State of Colorado on June 16, 1987. On January 1, 1996
the Company acquired the assets and business interest in On Duty
Medical, Inc., from Maloney Temps, Inc., an affiliated corporation
solely owned by the Company's chairman, Joseph T. Maloney. On Duty
Medical, Inc. is engaged in providing hospital and nursing home staffing
and financing of its affiliated home health care agencies. The Company
in February 1996 re-entered its business of supplying temporary office
service personnel thru its Savitt & Company and Joseph T. Maloney
Associates divisions.

Per share Information

The net income per share is based upon the weighted-average common and
common-equivalent shares outstanding during the period number of
presented.

Consolidation

The financial statements include the accounts of the Company and its
subsidiaries, On Duty Medical, Inc. and On Duty Ohio, Inc. after
elimination of all significant inter-company balances and transactions.

Property and Depreciation

Property and equipment are recorded at cost. Depreciation is provided on
the straight-line method over the estimated useful lives of the
respective assets.

2.   Income Taxes

No provision for federal income taxes has been reflected in the
financial statements as the Company has net operating loss carry since
inception in excess of current net income. An accrual of $29,969 for New
York State and City income taxes has been made for the year ended March
31, 1999.

3.   Related Party Transactions

During the fiscal years ended March 31, 1997 Maloney Temps, Inc., an
affiliated corporation solely owned by the Company's chairman, Joseph T.
Maloney, provided working capital for the Company of $96,752. On January
1, 1996 the Company purchased office furniture and equipment from Joseph
T. Maloney for $55,000. The Company owed $157,533 to Maloney Temps, Inc.
as of March 31, 1997. This debt was extinguished during the preceding
fiscal year. The Company also owes Mr. Maloney's daughter, a shareholder
of the Company, $14,460 as of March 31, 1999.

4.   Treasury Stock

The Company purchased 10,166 and 31,400 shares of its common stock at
market in the fiscal years ended March 31, 1999 and 1998. The Company
plans to continue its plan of retiring of outstanding common stock in
the next fiscal year. The average price paid per share during the fiscal
year ended March 31, 1999 and 1998 was $ 2.25 and $0.75 per share,
respectively.

<PAGE>

                  Temporary Time Capital Corp. and Subsidiaries
                         Notes to Financial Statements
                  For Years Ended March 31, 1999, 1998 and 1997

5. Long-term obligations

The Company and subsidiaries have operating leases for office space
ranging from one to three years. Total rental expense under operating
leases for year ended March 31, 1999 was $101,813.

The Company is currently financing the purchase of six vehicles at an
interest rate of 11%. Minimum future obligations on leases and notes
payable in effect at March 31, 1999.


       Fiscal            Vehicle         Office
     Year Ended           Notes          Space

     03/31/2000        $  19,330      $  66,780
     03/31/2001            3,432         66,780
     03/31/2002              -0-         36,501

                       $  22,762      $ 170,061


6.   Stock Option Plan

The Company's Conditional Stock Option Plan reserves 35,100 shares of
common stock at March 31, 1998 for issuance to officers and employees at
various prices based on their length of employment. The options are
exercisable over a five to seven year period. No options were exercised
during the fiscal years ended March 31, 1999 and 1998.

7.   Loss from Discontinued Operations

The Company thru On Duty Medical, Inc. closed its affiliated
Massachusetts' Medicare and Medicaid agency during the current fiscal
year incurring a write off of its investment of $88,070.

8. Factor payable

     The Company has entered into a two million dollar secured financing
arrangement with Finova Capital Corporation to provide cash for its
receivables on a recourse basis at competitive interest rates. As of
March 31, 1999 the Company had borrowed $1,784,157 against its
$2,000,000 available line of credit.