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

                                FORM 8-KA

                              CURRENT REPORT

   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
   1934

                               June 7, 1996
                    (Date of earliest event reported)

                            Help at Home, Inc.
          (Exact name of registrant as specified in its charter)

   Delaware                      33-97034                 36-4033986
   (State or other          Commission File Number     (IRS Employer
   of incorporation)                                       ID Number)

   223 West Jackson, Suite 500
   Chicago, IL                                  60606
   (Address of Principal Executive Offices)     (Zip Code)

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

       THIS DOCUMENT IS A COPY OF THE 8-KA FILED ON AUGUST 26, 1996
   PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.


                          Financial Statements 
                                 (Item 7)
        Financial statements, as audited and prepared by Eubank &
   Betts, PLLC, of Jackson, MS for HASC Staffing Systems, Inc.,
   Homemakers of Montgomery, Inc., and Statewide Healthcare Services,
   Inc. are submitted herewith as Exhibits 1-3, respectively.

                                SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of
   1934, the registrant has duly caused this report to be signed on
   its behalf by the undersigned, duly authorized.

                            Help at Home, Inc.
                               (Registrant)

   Date:     August 26, 1996               \s\ Sharon S. Harder
                                            Chief Financial Officer

<PAGE>


                                EXHIBIT 1




                       HASC STAFFING SYSTEMS, INC.
                           FINANCIAL STATEMENTS
                        PERIOD ENDED MAY 31, 1996
                                   AND
                       YEAR ENDED DECEMBER 31, 1995

<PAGE>                 INDEPENDENT AUDITOR S REPORT




   To the Board of Directors
   HASC Staffing Systems, Inc.
   Jackson, Mississippi


        We  have  audited  the  accompanying  balance  sheets  of HASC
   Staffing  Systems,  Inc.,as  of May 31, 1996 and December 31, 1995,
   and  the  related  statements of income (loss)and retained earnings
   and  cash  flows  for  the  five  month period and year then ended,
   respectively.  These financial statements are the responsibility of
   the  Company  s  management.    Our responsibility is to express an
   opinion on these financial statements based on our audits.

        We  conducted our audits in accordance with generally accepted
   auditing  standards.    Those  standards  require  that we plan and
   perform  the audit to obtain reasonable assurance about whether the
   financial  statements  are free of material misstatement.  An audit
   includes  examining,  on  a  test  basis,  evidence  supporting the
   amounts and disclosures in the financial statements.  An audit also
   includes  assessing  the accounting principles used 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  financial statements referred to above
   present fairly, in all material respects, the financial position of
   HASC  Staffing  Systems,  Inc. as of May 31, 1996, and December 31,
   1995,  and the results of its operations and its cash flows for the
   five  month period and year then ended, respectively, in conformity
   with generally accepted accounting principles.


                                           \EUBANK & BETTS, PLLC
                       

   Jackson, Mississippi
   July 31, 1996

   <PAGE>
   <TABLE>
                       HASC STAFFING SYSTEMS, INC.
                              Balance Sheets
                    May 31, 1996 and December 31, 1995
                                  ASSETS
                                               1996           1995
   <S>                                     <C>           <C>             
                           
   Current assets:
        Cash                               $128,724       $      -
        Due from related parties            771,078        793,987
        Prepaid insurance                     3,653         15,961
                                           ________       ________
             Total current assets           903,455        809,948

   Equipment, furniture and fixtures, 
   net of accumulated depreciation           76,853         88,331

   Other assets                              13,230         12,693
                                           ________       ________

              Total assets                 $993,538       $910,972                                     
                                           ========       ========
                  LIABILITIES AND STOCKHOLDERS  EQUITY

   Current liabilities:
        Accounts payable                   $ 40,227       $ 73,173
        Accrued expenses                     77,514         39,914
        Leases payable - Current              6,254         11,202
        Notes payable                       320,000        270,000
        Current portion of long term debt    31,160         51,640
                                           ________       ________
             Total current liabilities      475,155        445,929

   Leases payable -long term                 17,402         17,402
   Long-term debt                           232,170        232,170
   Notes payable - stockholder              128,939         81,939
                                           ________       ________
             Total liabilities              853,666        777,440
                                           ________       ________
   Stockholders  equity:
        Common stock - $10 par value, 
        1,000 shares authorized and issued,
        500 shares outstanding               10,000         10,000
        Additional paid-in capital            1,344          1,344
        Retained earnings                   128,628        122,288
                                           ________       ________
                                            139,972        133,632
        Less: treasury stock, at cost          (100)          (100)
                                           ________       ________
             Total stockholder s equity     139,872        133,532
                                           ________       ________
                                                     
             Total liabilities and 
             stockholder s equity          $993,538       $910,972
                                           ========       ========
  <FN>
                See accompanying notes to financial statements.
  </TABLE>
  <PAGE>
  <TABLE>            
                       HASC STAFFING SYSTEMS, INC.
            Statements of Income (Loss) and Retained Earnings
  Seven Month Period Ended May 31, 1996 and Year Ended December 31,1995
  
                                              1996         1995
   <S>                                    <C>         <C>
   Revenues:
        Management fees                   $ 392,977   $ 943,692
                                           ________   _________
        
   Expenses:
        Advertising and promotion            18,172     101,745
        Depreciation                         11,478      17,210
        Equipment rent                          877       7,052
        Interest                             25,273      53,217
        Occupancy                            47,040     101,467
        Office supplies and expense          16,447      50,354
        Other employee costs                 25,485      75,903
        Professional fees                    15,304      24,916
        Repairs and maintenance               3,873      10,667
        Salaries and wages                  206,999     457,575
        Taxes and licenses                      723       1,081
        Telephone                            10,963      25,965
        Travel and entertainment              4,003      20,397
                                           ________   _________
             Total expenses                 386,637     947,549
                                           ________   _________
   Net income (loss)                          6,340      (3,857)

   Retained earnings, 
   beginning of period                      122,288     126,145
                                           ________   _________

   Retained earnings,
   end of period                          $ 128,628   $ 122,288
                                          =========   =========
<FN>                 
            See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>      
                       HASC STAFFING SYSTEMS, INC.
                         Statements of Cash Flows
     Five Month Period Ended May 31, 1996 and Year Ended December 31,
                                   1995

                                                     1996        1995
<S>                                            <C>          <C>  
   Cash flows provided by (used for)
   operating activities:
        Net income (loss)                       $  6,340    $ (3,857)
        Adjustments to reconcile net income
        (loss) to net cash provided
        by (used for) operating activities:
        Depreciation                              11,478      17,210
        (Increase) decrease in assets:
             Due from related parties             22,909     (45,992)
             Prepaid expenses                     12,308     (10,681)
             Other assets                           (537)     (6,774)
        Increase (decrease) in liabilities:
             Trade accounts payable              (32,946)     39,308
             Accrued liabilities                  37,600       7,834
                                                _________   ________
   Net cash provided by (used for) operating 
   activities                                     57,152      (2,952)
                                                _________   ________

   Cash used for investing activities:
        Purchase of property and equipment             -     (37,740)
                                                _________   ________
   Cash flows provided by (used for)
   financing activities:
        Advances from stockholder                 47,000       7,448
        Advances on debt and notes payable        50,000      35,495
        Principal payments on capital
         lease obligations                       (20,480)    (57,231)
        Principal payments on debt and
        notes payable                             (4,948)     (7,961)
                                                _________   ________
             Net cash provided by (used for)
              financing activities                 71,572    (22,249)
                                                _________   ________

   Net increase (decrease) in cash                128,724    (62,941)
   Cash, beginning of period                            -     62,941
                                                 ________   ________
   Cash, end of period                           $128,724   $      -
                                                 ========   ========
   Supplemental disclosures:
        Interest paid during period              $ 22,512   $ 53,860

        Income taxes paid during period          $      -   $      -
   Supplemental disclosure of noncash investing and financing
   activities:
        During the year ended December 31, 1995, the Company purchased
   equipment totaling $23,276 under capital lease obligations.
<FN>
              See accompanying notes to financial statements.
</TABLE>
<PAGE>        
                       HASC STAFFING SYSTEMS, INC.
                      Notes to Financial Statements
                    May 31, 1996 and December 31, 1995


   Note 1- Summary of significant accounting policies:

        The summary of significant accounting policies is presented to
   assist  in  understanding  the financial statements.  The financial
   statements  and notes are representations of HASC Staffing Systems,
   Inc.  s  management,  who  is  responsible  for their integrity and
   objectivity.    These  accounting  policies  conform  to  generally
   accepted  accounting  principles  in place for the period ended May
   31, 1996 and the year ended December 31, 1995.

   Nature of business:
        HASC  Staffing  Systems,  Inc.,(The  Company) was incorporated
   under the laws of the state of Mississippi in 1986, for the purpose
   of  providing  management  services  to  home  health  care service
   providers.

   Revenue recognition:
        The  Company  maintains  its  books  on  the accrual method of
   accounting,  whereby  income is recognized when earned and expenses
   are recognized as incurred. 

   Accounts receivable:
        The  Company  records  revenue  and the corresponding accounts
   receivable  when  earned. All of the Company s receivables are from
   related  parties.  No allowance for doubtful accounts is considered
   necessary.

   Equipment, furniture and fixtures:
        Equipment,  furniture  and  fixtures are carried at cost, less
   accumulated  depreciation.    The cost of property and equipment is
   depreciated  over the estimated useful lives of the related assets.
   Depreciation  is  computed  using  the  straight  line  method  for
   financial reporting purposes and accelerated methods for income tax
   purposes.    Amortization of capitalized lease costs is included in
   depreciation expense.

   Income taxes:
        The  Company  s stockholders have elected S corporation status
   under  the Internal Revenue Code, thereby consenting to include the
   income  or  losses  in  their individual tax returns.  Accordingly,
   there   is  no  provision  for  income  taxes  in  these  financial
   statements.
              
   Treasury stock:
        Treasury  stock includes the repurchase of five hundred shares
   of stock at cost.

   Cash equivalents:
        For  purposes  of  the  statements  of cash flows, the Company
   considers  all  highly  liquid  debt  instruments purchased with an
   original maturity of three months or less to be cash equivalents.

<PAGE>
   Note 1 - Summary of significant accounting policies (Continued):
   Use of estimates:
      The  preparation  of  financial  statements in conformity with
   generally  accepted  accounting  principles  requires management to
   make  estimates and assumptions that affect the reported amounts of
   assets  and  liabilities  and  disclosure  of contingent assets and
   liabilities  at  the  date  of  the  financial  statements  and the
   reported  amounts  of  revenues  and  expense  during the reporting
   period. Actual results could differ from those estimates.

   Affiliated companies:
        The  Company  s  stockholders  are  also  shareholders  in the
   following companies:
        
        Statewide Healthcare Services, Inc.
        Homemakers of Montgomery, Inc.

   Concentration of credit risk:
        A s    previously  discussed  the  Company  provides  services
   primarily to related entities.

        A t   times,  the  Company  maintains  balances  at  financial
   institutions in excess of the amount insured by the Federal Deposit
   Insurance Corporation.

   Note 2 - Equipment, furniture and fixtures:

        The details of equipment, furniture and fixtures were as
   follows:
                                          May 31,   December 31,
                                            1996         1995
   Equipment, furniture and fixtures     $ 150,644    $ 150,644
        Less accumulated depreciation      (73,791)     (62,313)
                                         _________    _________

                                         $  76,853    $  88,331
                                         =========    =========

        The  total  amount  recorded as capital leases at May 31, 1996
   and December 31, 1995, totaled $43,524. Accumulated depreciation at
   May  31,  1996  and December 31, 1995, totaled $20,874 and $15,729,
   respectively.

        Depreciation  for the five month period ended May 31, 1996 and
   the  year  ended December 31, 1995, amounted to $11,478 and $17,210
   respectively.
 
   Note 3-Related party transactions:
        The details of amounts due (to)/from affiliated companies were
   as follows:                                       
                                          May 31,       December 31,
                                            1996          1995

   Homemakers of Montgomery, Inc.       $ 143,955        $ 235,653
   Statewide Healthcare Services, Inc.    627,123          558,334
                                        _________        _________
                                        $ 771,078        $ 793,987
                                        =========        =========
<PAGE>
        The  note  payable-stockholder  represents  operating advances
   from  one  of  the Company s shareholders.   The note payable bears
   interest at 6% and was repaid after May 31, 1996.

        The  Company  performs  general  management  functions for two
   related  home  health  service  agencies, Homemakers of Montgomery,
   Inc.,  and Statewide Healthcare Services, Inc.  All management fees
   are derived from these services.<PAGE>
   Note 4-Capital leases:
        The  Company  leases certain equipment under leases classified
   as capital leases.  Future minimum lease payments under the capital
   leases are as follows:

        June 1, 1996 - December 31,1996           $   7,330
        1997                                          7,211
        1998                                          5,788
        1999                                          4,132
                                                   ________
                                                     24,461
        Less amount representing interest              (805)
                                                   ________    
   Present value of minimum 
   capital lease payments                            23,656
   Less: current portion 
   (due on or before December 31, 1996)              (6,254)
                                                   ________
   Long-term portion
   of capitalized lease obligations                $ 17,402
                                                   ========

   Note 5- Notes payable and long-term debt:
        The Company had short-term installment notes payable to a bank
   at  May  31,  1996  and  December  31,  1995, totaling $320,000 and
   $270,000,  respectively.  The notes renew monthly and bear interest
   at the market rate at the date of renewal and are collateralized by
   cash  and  commercial paper of Statewide Healthcare Services, Inc.,
   (Statewide) and Homemakers of Montgomery, Inc., (Homemakers).

<PAGE>

   Note 5-Notes payable and long-term debt (Continued):

        The following are details of long-term debt:
                                           May 31,   December 31,
                                            1996         1995

   Toyota Motor Credit Corp., 8.125%,
   due in installments of $869 through
   October 1999, collateralized by an
   automobile                            $ 31,008      $ 34,234

   Note payable bank, 8.5% due in 
   installments of $5,200 through 
   April 1997, with the balance
   due May 1997, collateralized 
   by cash and commercial paper 
   of Statewide and Homemakers            232,322       249,576
                                         ________      ________

        Total long-term debt              263,330       283,810
        Current portion of long-term debt (31,160)      (51,640)
                                         ________      ________

        Long-term debt                   $232,170      $232,170
                                         ========      ========

   The principal maturities of long-term debt
   are as follows:

        Due on or before:
             December 31, 1996           $ 31,160
             December 31, 1997            214,470
             December 31, 1998              9,328
             December 31, 1999              8,372
                                        ---------        
             Total long-term debt        $263,330
                                        =========

   Note 6-Operating leases:

        The  Company pays $3,100 each month for office space leased on
   a month to month basis to one of the Company s shareholders.  Under
   a  second  lease  agreement,  the Company pays $5,084 per month for
   office  space  under  a  lease  expiring December 1998.  This lease
   provides for additional rental payments based on increases in basic
   operating  costs,  as  defined  in  the  lease  agreement, over the
   initial  year  of  the  lease.    These  leases  are  classified as
   operating leases.  Rental expense for the five months ended May 31,
   1996  and  the  year  ended  December 31, 1995, totaled $39,720 and
   $75,113, respectively.

<PAGE>

   Note 7-Fair value of financial instruments:

        F a ir  value  approximates  the  carrying  amount  for  cash,
   receivables  and  payables.  The interest rates on debt approximate
   the  current  rates  at  which  the Company could borrow funds and,
   thus,  approximate fair value.  It is not practical to estimate the
   fair  value  of  the  note  payable-stockholder as the transactions
   underlying the liability were consummated between related parties.

   Note 8-Subsequent event:

        In  June  1996,  the Company s stock was sold to Help at Home,
   Inc.,  a  national home health provider, for an amount in excess of
   book  value.    The  note  payable  -  stockholder  was  repaid  in
   connection  with  the  sale.   Long-term debt of $232,322 and notes
   payable  of  $320,000  have  also been repaid subsequent to May 31,
   1996.
   <PAGE>
       

                                EXHIBIT 2
       



                      HOMEMAKERS OF MONTGOMERY, INC.
                           FINANCIAL STATEMENTS
                        PERIOD ENDED MAY 31, 1996
                                   AND
                       YEAR ENDED OCTOBER 31, 1995

<PAGE>



                       INDEPENDENT AUDITOR S REPORT



   To the Board of Directors
   Homemakers of Montgomery, Inc.
   Jackson, Mississippi


        We have audited the accompanying balance sheets of Homemakers
   of Montgomery, Inc., as of May 31, 1996 and October 31, 1995, and
   the related statements of income and retained earnings (deficit)
   and cash flows for the seven month period and year then ended,
   respectively.  These financial statements are the responsibility of
   the Company s management.  Our responsibility  is to express an
   opinion on these financial statements based on our audits.

        We conducted our audits in accordance with generally accepted
   auditing standards.  Those standards require that we plan and
   perform the audit to obtain reasonable assurance about whether the
   financial statements are free of material misstatement.  An audit
   includes examining, on a test basis, evidence supporting the
   amounts and disclosures in the financial statements.  An audit also
   includes assessing the accounting principles used 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 financial statements referred to above
   present fairly, in all material respects, the financial position of
   Homemakers of Montgomery, Inc., as of May 31, 1996, and October 31,
   1995, and the results of its operations and its cash flows for the
   seven month period and year then ended, respectively, in conformity
   with generally accepted accounting principles.


                                           \EUBANK & BETTS, PLLC

   Jackson, Mississippi
   July 31, 1996

<PAGE>
<TABLE>
   
                      HOMEMAKERS OF MONTGOMERY, INC.
                              Balance Sheets
                    May 31, 1996 and October 31, 1995
                                  ASSETS
                                                       1996      1995
<S>                                             <C>       <C>
   Current assets:
        Cash                                    $  3,471  $  3,479
        Trade accounts receivable                210,883   194,518
        Other assets                                 771     1,458
                                                ________  ________
             Total current assets                215,125   199,455

   Equipment, furniture and fixtures, 
   net of accumulated depreciation                 9,608    13,420
                                                ________  ________

             Total assets                       $224,733  $212,875
                                                ========  ========

                   LIABILITIES AND STOCKHOLDERS  EQUITY

   Current liabilities:
        Accounts payable                        $  51,52  $ 38,955
        Accrued expenses                          85,913    82,174
        Due to related parties                   186,303   183,753
        Current portion - capital leases           3,816     7,854
                                                 _______  ________
             Total current liabilities           327,554   312,736

   Note payable - stockholder                     96,000    96,000
   Long-term portion of capital leases             2,099     2,548
                                                ________  ________
             Total liabilities                   425,653   411,284
                                                ________  ________  
   Stockholder s equity:
        Common stock - $1 par value, 
        10,000 shares authorized, 5,000 
        shares issued, outstanding                 5,000     5,000
        Retained earnings (deficit)             (205,920) (203,409)
                                                ________  ________
             Total stockholder s equity         (200,920) (198,409)
                                                ________  ________

             Total liabilities and 
             stockholder s equity               $224,733  $212,875
                                                ========  ========
<FN>
             See accompanying notes to financial statements.
</TABLE>
<PAGE>

<TABLE>

                      HOMEMAKERS OF MONTGOMERY, INC.
           Statements of Income and Retained Earnings (Deficit)
     Seven Month Period Ended May 31, 1996 and Year Ended October 31,
                                   1995

                                              1996           1995
<S>                                        <C>            <C>
   Revenues:
        Health care services               $ 962,339      $1,618,350
                                           _________      __________
        
   Expenses:
        Advertising and promotion                 31           1,229
        Bad debt expense                         140               -
        Depreciation                           4,561           6,094
        Employee training                      3,228           3,248
        Interest                               1,489           1,373
        Labor                                570,210         978,182
        Management fees                      171,196         302,815
        Medical supplies                      29,630          58,508
        Occupancy                                884           1,972
        Office supplies and expense           14,769          23,747
        Other employee costs                 117,730         204,408
        Professional fees                      8,392          16,039
        Rent                                  10,258           8,099
        Repairs and maintenance                1,909           3,841
        Taxes and licenses                     1,843           1,922
        Travel and entertainment              28,580          52,770
                                           _________      __________
             Total expenses                  964,850       1,664,247

   Net loss                                   (2,511)        (45,897)

   Retained earnings (deficit), 
   beginning of period                      (203,409)       (157,512)
                                           _________      __________

   Retained earnings (deficit),
   end of period                           $(205,920)      $(203,409)
                                           =========      ==========
<FN>

             See accompanying notes to financial statements.
</TABLE>
PAGE
<PAGE>
<TABLE>      
                      HOMEMAKERS OF MONTGOMERY, INC.
                         Statements of Cash Flows
     Seven Month Period Ended May 31, 1996 and Year Ended October 31,
                                   1995

                                              1996           1995
<S>                                        <C>            <C>
   Cash flows provided by (used for)
   operating activities:
        Net loss                           $ (2,511)      $ (45,897)
        Adjustments to reconcile net loss to
        net cash provided by operating 
        activities:
        Depreciation                          4,561           6,094
        Bad debt expense                        140               - 
   (Increase) decrease in assets:
             Trade accounts receivable      (16,504)        (48,789)
             Other assets                       687            (288)
   Increase (decrease) in liabilities:
             Trade accounts payable          12,567            (469)
             Accrued liabilities              3,739           9,376
             Increase in payables to 
             related parties                  2,550          86,064
                                           ________       _________

   Net cash provided by operating activities  5,229           6,091
                                           ________       _________


   Cash used for investing activities:
        Purchase of property and equipment     (750)           (670)
                                           ________       _________

   Cash flows used for financing activities:
        Principal payments on capital lease 
        obligations                          (4,487)         (5,632)
                                           ________       _________
   Net decrease in cash                          (8)           (211)

   Cash, beginning of period                  3,479           3,690
                                           ________       _________

   Cash, end of period                       $3,471          $3,479
                                           ========       =========
   Supplemental disclosures:
        Interest paid during period          $1,489          $1,373
                                           ========       =========


   Supplemental disclosures of noncash investing and financing
   activities:
        During the year ended October 31, 1995, the Company purchased
   $ 16,033 of equipment under capital lease obligations.
<FN>
             See accompanying notes to financial statements.
</TABLE>
<PAGE>
      

                      HOMEMAKERS OF MONTGOMERY, INC.
                      Notes to Financial Statements
                    May 31, 1996 and October 31, 1995


   Note 1- Summary of significant accounting policies:

        The summary of significant accounting policies is presented to
   assist  in  understanding  the financial statements.  The financial
   s t a tements  and  notes  are  representations  of  Homemakers  of
   Montgomery,  Inc.  s  management,  who  is  responsible  for  their
   integrity  and  objectivity.   Those accounting policies conform to
   generally  accepted  accounting  principles in place for the period
   ended May 31, 1996 and the year ended October 31, 1995.

   Nature of business:
        Homemakers  of Montgomery, Inc. (The Company) was incorporated
   under  the laws of the state of Alabama in 1975, for the purpose of
   providing  home  health care services and employee leasing services
   for hospitals, clinics and individuals.

   Revenue recognition:
        The  Company  maintains  its  books  on  the accrual method of
   accounting,  whereby  income is recognized when earned and expenses
   are  recognized  as incurred.  Service revenues are recorded at the
   established  rate  or  the  amount  agreed  with third party payers
   (e.g., Medicare, Medicaid, HMO s, and other insurance companies).

   Accounts receivable:
        The  Company  records  revenue  and the corresponding accounts
   receivable when earned. The Company extends credit to its customers
   in  the  normal  course  of  business  and  performs ongoing credit
   evaluations  of  its customers.  An allowance for doubtful accounts
   is  provided  based  on  historical  experience  and  management  s
   evaluation  of  outstanding  accounts  receivable. No allowance for
   doubtful  accounts  is  considered  necessary  at May 31, 1996, and
   October 31, 1995, respectively.

   Equipment, furniture and fixtures:
        Equipment,  furniture  and  fixtures  are carried at cost less
   accumulated  depreciation.    The  cost of equipment, furniture and
   fixtures  is  depreciated  over  the  estimated useful lives of the
   related  assets.   Depreciation is computed using the straight line
   method for financial reporting purposes and accelerated methods for
   income tax purposes.

   Income taxes:
        The  Company  s stockholders have elected S corporation status
   under  the Internal Revenue Code, thereby consenting to include the
   income  or  losses  in  their individual tax returns.  Accordingly,
   there   is  no  provision  for  income  taxes  in  these  financial
   statements.

   Cash equivalents:
        For  purposes  of  the  statements  of cash flows, the Company
   considers  all  highly  liquid  debt  instruments purchased with an
   original maturity of three months or less to be cash equivalents.

<PAGE>


   Note 1 - Summary of significant accounting policies ( continued):

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

   Affiliated companies:
        The Company s stockholders are also shareholders in the
   following companies:
        HASC Staffing Systems, Inc.<PAGE>
        Statewide Healthcare Services, Inc.

   Concentration of credit risk:
        The Company provides home health services primarily to
   patients in Mississippi and Alabama.  The Company also provides the
   majority of its services under contracts with federal, state and
   local payers including various insurance companies and HMO s. 
   Services provided under these contracts are subject to federal and
   state regulations for the health care industry.

   Note 2 - Equipment, furniture and fixtures:

        The details of equipment, furniture and fixtures were as
   follows:
                                                   May 31,  October 31,
                                                    1996      1995
   Equipment, furniture and fixtures             $ 25,789    $ 25,040
        Less accumulated depreciation             (16,181)    (11,620)
                                                 ________    ________
                                                 $  9,608    $ 13,420
                                                 ========    ========

   Depreciation for the seven month period ended May 31, 1996 and the
   year ended October 31, 1995, totaled $4,561 and $6,094,
   respectively.

   Note 3-Related party transactions:
        The details of amounts due to affiliated companies were as
   follows:
                                                                    
                                              May 31,     October 31,
                                               1996           1995

   Statewide Healthcare Services, Inc.       $ 42,348       $ 20,928
   HASC Staffing Systems, Inc.                143,955        162,825
                                            _________      _________
                                 
                                             $186,303       $183,753
                                            =========      =========
<PAGE>

        The  note  payable - stockholder represents operating advances
   from  one  of  the  Company  s shareholders. The note payable bears
   interest at 6% and is was repaid after May 31, 1996.

        The  general management functions of the Company are performed
   by  HASC  Staffing  Systems,  Inc.,(HASC).  HASC allocates cost for
   management  to  the  Company.    These  costs  are reflected on the
   financial  statements  as  management fees and totaled $171,196 and
   $302,815  for  the  seven  months  ended May 31, 1996, and the year
   ended December 31, 1995, respectively.

   Note 4-Capital leases:
        The  Company  leases certain equipment under leases classified
   as  capital leases.  At May 31, 1996, future minimum lease payments
   under the capital leases are as follows:

        June 1, 1996 - October 31,1996       $  3,988
        Year ended October 31, 1997             2,141
                                            _________     
                                                6,129
   Less amount representing interest             (214)

   Present value of future minimum 
   capital lease payments                       5,915
   Less: current portion
   (due on or before October 31, 1996)         (3,816)
                                            _________

   Long-term portion                         $  2,099
                                            =========

   Note 7-Fair value of financial instruments:

        Fair value approximates the carrying amount for cash,
   receivables and payables.  It is not practical to estimate the fair
   value of the note payable -stockholder, as the transactions
   underlying the liability were consummated between related parties.
          
   Note 9-Subsequent event:

        In  June  1996,  the Company s stock was sold to Help at Home,
   Inc.,  a  national home health provider, for an amount in excess of
   book  value.    The  note  payable  -  stockholder  was  repaid  in
   connection with the sale.

<PAGE>
   
                                EXHIBIT 3
   
                   STATEWIDE HEALTHCARE SERVICES, INC.
                           FINANCIAL STATEMENTS
                        PERIOD ENDED MAY 31, 1996
                                   AND
                       YEAR ENDED DECEMBER 31, 1995

<PAGE>
      
                       INDEPENDENT AUDITORS  REPORT




   To the Board of Directors
   Statewide Healthcare Services, Inc.
   Jackson, Mississippi


        We  have  audited the accompanying balance sheets of Statewide
   Healthcare Services, Inc. as of May 31, 1996 and December 31, 1995,
   and   the  related  statements  of  income  and  retained  earnings
   (deficit)  and  cash flows for the five month period and  year then
   e n d e d,  respectively.    These  financial  statements  are  the
   responsibility  of the Company s management.  Our responsibility is
   to  express  an  opinion on these financial statements based on our
   audits.

        We  conducted our audits in accordance with generally accepted
   auditing  standards.    Those  standards  require  that we plan and
   perform  the audit to obtain reasonable assurance about whether the
   financial  statements  are free of material misstatement.  An audit
   includes  examining,  on  a  test  basis,  evidence  supporting the
   amounts and disclosures in the financial statements.  An audit also
   includes  assessing  the accounting principles used 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  financial statements referred to above
   present fairly, in all material respects, the financial position of
   Statewide  Healthcare  Services,  Inc.,  as  of  May  31, 1996, and
   December  31,  1995, and the results of its operations and its cash
   flows  for the five month period and year then ended, respectively,
   in conformity with generally accepted accounting principles.


                                      \EUBANK & BETTS, PLLC

   Jackson, Mississippi
   July 31, 1996

<PAGE>
<TABLE>
                   STATEWIDE HEALTHCARE SERVICES, INC.
                              Balance Sheets
                    May 31, 1996 and December 31, 1995
                                  ASSETS
                                                     1996      1995
<S>                                             <C>       <C>
   Current assets:
        Cash                                    $   3,554 $   3,577
        Trade accounts receivable, net of
        allowance for doubtful accounts
        ($47,773 and $117,029 at May 31, 1996
        and December 31, 1995, respectively)      700,691   579,680
        Other receivables                             792     8,634
        Other assets                                1,397     1,397
                                                _________ _________
             Total current assets                 706,434   593,288

   Equipment, furniture and fixtures,
   net of accumulated depreciation                 14,233    15,218
                                                _________ _________ 
        
             Total assets                       $ 720,667 $ 608,506
                                                ========= =========

                   LIABILITIES AND STOCKHOLDERS  EQUITY


   Current liabilities:
        Accounts payable                        $  28,949 $  27,012
        Accrued expenses                          124,432    89,812
        Due to related parties                    584,775   515,342
        Leases payable - current                    3,044     1,571
                                                _________ ________
             Total current liabilities            741,200   633,737

   Leases payable - long term                         578     3,918

   Notes payable - stockholder                     97,705   106,206
                                                _________ _________ 

             Total liabilities                    839,483   743,861
                                                _________ _________

   Stockholders  equity:
        Common stock - $1 par value, 1,000 shares
        authorized, issued and outstanding          1,000     1,000
        Retained earnings (deficit)              (119,816) (136,355)
                                                _________ _________
             Total stockholders  equity          (118,816) (135,355)
                                                _________ _________
             
             Total liabilities and 
             stockholders equity                $ 720,667 $ 608,506
                                                ========= =========
<FN>
             See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
      

                   STATEWIDE HEALTHCARE SERVICES, INC.
           Statements of Income and Retained Earnings (Deficit)
     Five Month Period Ended May 31, 1996 and Year Ended December 31,
                                   1995

                                              1996           1995
<S>                                        <C>            <C>
   Revenues:
        Health care services               $1,672,307     $3,517,388
                                           __________     __________

   Expenses:
        Advertising and promotion               5,234         12,521
        Bad debt expense                       31,139         19,218
        Depreciation                            1,889          5,113
        Employee training                       1,026          1,364
        Interest                                1,285            679
        Labor                               1,093,000      2,275,804
        Management fees                       266,941        628,932
        Medical supplies                        5,745          5,269
        Office supplies and expense            18,593         40,809
        Other employee costs                  176,352        344,458
        Professional fees                       1,718          4,235
        Rent                                    2,819          9,931
        Repairs and maintenance                 2,408          2,739
        Taxes and licenses                      2,518          1,798
        Telephone                               9,061         26,319
        Travel and entertainment               36,040         89,528
                                           __________     __________
             Total expenses                 1,655,768      3,468,717

   Net income                                  16,539         48,671

   Retained earnings (deficit),
   beginning of period                       (136,355)      (185,026)
                                           __________     __________

   Retained earnings (deficit),
   end of period                           $ (119,816)    $ (136,355)
                                           ==========     ==========

<FN>
              See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
                         STATEWIDE HEALTHCARE SERVICES, INC.
                         Statements of Cash Flows
  Five Month Period ended May 31, 1996 and Year Ended December 31,1995
                                                       1996      1995
<S>                                            <C>       <C>
   Cash Flow provided by (used for)operating 
   activities:
        Net income                              $  16,539 $  48,671
        Adjustments to reconcile net income to
        net cash provided by operating activities:
             Bad debt expenses                     31,139    19,218
             Depreciation                           1,889     5,113
             Loss on sale of equipment                271         -
             (Increase) decrease in assets:
                  Trade accounts receivable      (152,150)   16,479
                  Other receivables                 7,842    (1,300)
                  Other assets                          -     2,619
             Increase (decrease) in liabilities
                  Trade accounts payable            1,937     4,069
                  Accrued liabilites               34,620    (6,821)
                  Payables to related parties      69,433   (28,839)
                                                _________ _________
             Net cash provided by operating
             activities                            11,520    59,209
                                                _________ _________

   Cash provided by (used for) investing activities:
        Proceeds from sale of equipment               325         -
        Purchases of equipment, furniture 
        and fixtures                               (1,500)     (736)
                                                _________ _________
        Net cash used for investing activities     (1,175)     (736)
                                                _________ _________

   Cash flows used for financing activities:
        Payments on notes payable -Stockholder     (8,501)  (55,000)
        Principal payments on capital lease 
        obligations                                (1,867)   (3,461)
                                                _________ _________
             Net cash provided by financing 
             activities                           (10,368)  (58,461)
                                                _________ _________
   Net increase (decrease) in cash                    (23)       12
   Cash, beginning of period                        3,577     3,565
                                                _________ _________
   Cash, end of period                          $   3,554 $   3,577
                                                ========= =========
   Supplemental disclosures:
        Interest paid during period             $   1,285 $     679
                                                ========= =========
                                                     
        Income taxes paid during period         $       -  $      -
                                                ========= =========
   Supplemental disclosure of noncash investing and financing
   activities:
        During the year ended December 31, 1995, the Company purchased
   equipment totaling $8,950 under capital lease obligations.
<FN>
             See accompanying notes to financial statements.
</TABLE>
<PAGE>

                   STATEWIDE HEALTHCARE SERVICES, INC.
                      Notes to Financial Statements
                    May 31, 1996 and December 31, 1995

   Note 1- Summary of significant accounting policies:

        The summary of significant accounting policies is presented to
   assist  in  understanding  the financial statements.  The financial
   statements  and  notes  are representations of Statewide Healthcare
   Services, Inc. s management, who is responsible for their integrity
   and  objectivity.    These accounting policies conform to generally
   accepted  accounting  principles  in place for the period ended May
   31, 1996 and the year ended December 31, 1995.

   Nature of business:
        S t a tewide  Healthcare  Services,  Inc.  (The  Company)  was
   incorporated  under  the  laws of the state of Mississippi in 1974,
   for the purpose of providing home health care services and employee
   leasing services for hospitals, clinics and individuals.

   Revenue recognition:
        The  Company  maintains  its  books  on  the accrual method of
   accounting,  whereby  income is recognized when earned and expenses
   are  recognized  as incurred.  Service revenues are recorded at the
   established  rate  or  the  amount  agreed  with third party payers
   (e.g., Medicaid, HMO s, and other insurance companies).

   Accounts receivable:
        The  Company  records  revenue  and the corresponding accounts
   receivable when earned. The Company extends credit to its customers
   in  the  normal  course  of  business  and  performs ongoing credit
   evaluations  of  its customers.  An allowance for doubtful accounts
   is  provided  based  on  historical  experience  and  management's
   evaluation of outstanding accounts receivable.

   Equipment, furniture and fixtures:
        Equipment,  furniture  and  fixtures  are carried at cost less
   accumulated  depreciation.    The cost of property and equipment is
   depreciated  over the estimated useful lives of the related assets.
   Depreciation  is  computed  using  the  straight  line  method  for
   financial reporting purposes and accelerated methods for income tax
   purposes.

   Income taxes:
        The  Company  s stockholders have elected S corporation status
   under  the Internal Revenue Code, thereby consenting to include the
   income  or  losses  in  their  individual tax return.  Accordingly,
   there   is  no  provision  for  income  taxes  in  these  financial
   statements.

   Cash equivalents:
        For  purposes  of  the  statements  of cash flows, the Company
   considers  all  highly  liquid  debt  instruments purchased with an
   original maturity of three months or less to be cash equivalents.


<PAGE>

   Note 1 - Summary of significant accounting policies ( Continued):

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

   Affiliated companies:
        The  Company  s  stockholders  are  also  shareholders  in the
   following companies:
        HASC Staffing Systems, Inc.
        Homemakers of Montgomery, Inc.

   Concentration of credit risk:
        The   Company  provides  home  health  services  primarily  to
   patients in Mississippi and Alabama.  The Company also provides the
   majority  of  its  services under contracts with federal, state and
   local  payers  including  various  insurance  companies  and HMO s.
   Services  provided under these contracts are subject to federal and
   state regulations for the health care industry.

   Note 2 - Equipment, furniture and fixtures:

        The details of equipment, furniture and fixtures were as
   follows:
                                                May 31,   December 31,
                                                 1996        1995
   Equipment, furniture and fixtures            $ 76,638   $ 76,262
        Less accumulated depreciation            (62,405)   (61,044)
                                                ________   ________

                                                $ 14,233  $  15,218
                                                ========  =========

   Depreciation for the five-month period ended May 31, 1996 and the
   year ended December 31, 1995, amounted to $1,889 and $5,113,
   respectively.

   Note 3-Related party transactions:
        The details of amounts due (to)/from affiliated companies were
   as follows:
                                                May 31,   December 31,
                                                 1996        1995
        Homemakers of Montgomery                $  42,348  $  42,992
        HASC Staffing Systems                    (627,123)  (558,334)
                                                _________  _________

                                                $(584,775) $(515,342)
                                                =========  ========= 

        The  note  payable  -stockholder  payable represents operating
   advances  from one of the Company s shareholders.  The note payable
   bears interest at 6% and was repaid after May 31, 1996.

<PAGE>

        The  general management functions of the Company are performed
   by  HASC  Staffing  Systems,  Inc.,(HASC).  HASC allocates cost for
   management  to  the  Company.    These  costs  are reflected on the
   financial  statements  as  management fees and totaled $266,941 and
   $628,932 for the five-month period ended May 31, 1996, and the year
   ended December 31, 1995, respectively.

   Note 4-Capital leases:
        The Company leases certain equipment under leases classified
   as capital leases.  Future minimum lease payments under the capital
   leases are as follows:

        June 1, 1996 - December 31,1996              $ 3,104
        1997                                             676
                                                     _______
                                                       3,780
   Less amount representing interest                    (158)
                                                     _______

   Present value of minimum 
   capital lease payments                              3,622
   Less: current portion 
   (due on or before December 31, 1996)               (3,044)
                                                     _______

   Long-term portion                                 $   578
                                                     =======
                  
   Amortization of capitalized lease cost is included in depreciation
   expense.

   Note 5- Operating leases:

        The Company pays $450 each month for office space leased on a
   month to month basis.  This lease is classified as an operating
   lease.

   Note 6 - Fair value of financial instruments:

        F a ir  value  approximates  the  carrying  amount  for  cash,
   receivables and payables.  It is not practical to estimate the fair
   v a lue  of  the  note  payable-stockholder,  as  the  transactions
   underlying the liability were consummated between related parties.

   Note 7 - Subsequent event:

        In  June  1996,  the Company s stock was sold to Help at Home,
   Inc.,  a national home health care provider for an amount in excess
   of  book  value.      The  note  payable-stockholder  was repaid in
   connection with the sale.
<PAGE>