SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------

                                    FORM 10-Q

(Mark One)

|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For The Quarter Ended March 31, 1999 
or

|_| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For The Transition Period from ______ to ______

Commission File Number 0-22261

                        LEXINGTON HEALTHCARE GROUP, INC.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

Delaware                                        06-1468252
--------                                        ----------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  identification No.)

1577 New Britain Avenue, Farmington, CT         06032
---------------------------------------         -----
(Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code:     860-674-2700
                                                        ------------

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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X|  No|_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: May 14, 1999 4,125,000 Shares of
Common Stock outstanding
<PAGE>

                        LEXINGTON HEALTHCARE GROUP, INC.
                            MARCH 31, 1999 FORM 10-Q
                                      INDEX

<TABLE>
<S>         <C>                                                                              <C>
Part I -- Financial Information

Item 1.     Consolidated Financial Statements

            Condensed Consolidated Balance Sheets -- March 31, 1999 and
            June 30, 1998.......................................................................Pg. 3.

            Condensed Consolidated Statements  of Operations -- Nine months and three
            months ended March 31, 1999 and 1998................................................Pg. 4.

            Condensed Consolidated Statements of Cash Flows -- Nine months ended
            March 31, 1999 and 1998.............................................................Pg. 5.

            Notes to Condensed Consolidated Financial Statements..............................Pg. 6-8.

Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations............................................................Pg. 9-14.

Part II -- Other Information.

Item 1.     Legal Proceedings..................................................................Pg. 15.

Item 2.     Changes in Securities..............................................................Pg. 15.

Item 3.     Defaults Upon Senior Securities....................................................Pg. 15.

Item 4.     Submission of Matters to a Vote of Security Holders................................Pg. 15.

Item 5.     Other Information..................................................................Pg. 15.

Item 6.     Exhibits and Reports on Form 8-K...................................................Pg. 15.

Signatures.....................................................................................Pg. 16.
</TABLE>


                                                                         Page 2.
<PAGE>

                LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE STATEMENTS

<TABLE>
<CAPTION>
                                                                          March 31,     June 30,
                                                                             1999         1998
                                                                         (Unaudited)
                                                                         -----------   -----------
<S>                                                                      <C>           <C>
                                      ASSETS
 CURRENT ASSETS
      Cash and cash equivalents                                          $ 3,419,000   $   831,000
      Accounts  receivable, net                                           13,444,000    10,848,000
      Note receivable - related party                                        622,000       595,000
      Estimated third-party payor settlements - Medicare                     430,000       197,000
      Inventories                                                            933,000       777,000
      Prepaid expenses and other current assets                            1,102,000       533,000
                                                                         -----------   -----------
             Total current assets                                         19,950,000    13,781,000

 PROPERTY, EQUIPMENT & LEASEHOLD
 IMPROVEMENTS, net                                                         4,046,000     3,370,000

 OTHER ASSETS
       Goodwill, net                                                       3,055,000     3,181,000
       Security deposits - related parties                                 2,337,000     2,337,000
       Bed licenses, net                                                   1,539,000     1,626,000
       Operating subsidy receivable (less current portion)                   592,000       701,000
       Other assets, net                                                     928,000       411,000
       Residents' funds                                                      265,000       206,000
                                                                         -----------   -----------
                                                                           8,716,000     8,462,000
                                                                         -----------   -----------
                                                                         $32,712,000   $25,613,000
                                                                         ===========   ===========

                       LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES
       Accounts payable and accrued expenses                             $10,460,000   $ 8,532,000
       Due to SunRise Healthcare Group - purchased receivables             2,632,000            --
       Estimated third-party payor settlements - Medicaid                  1,017,000     1,686,000
       Notes and capital leases payable (current portion)                  2,768,000       398,000
       Income taxes payable                                                  153,000        91,000
                                                                         -----------   -----------
             Total current liabilities                                    17,030,000    10,707,000

 OTHER LIABILITIES
       Notes and capital leases payable (less current portion)             7,695,000     7,424,000
       Deferred rent                                                         327,000       364,000
       Residents' funds payable                                              265,000       206,000
       Other liabilities                                                     120,000            --
                                                                         -----------   -----------
                                                                           8,407,000     7,994,000
                                                                         -----------   -----------
             Total liabilities                                            25,437,000    18,701,000
                                                                         -----------   -----------

 MINORITY INTERESTS                                                          662,000       529,000

 STOCKHOLDERS' EQUITY
       Common stock, par value $.01 per share, authorized
       15,000,000 shares, issued and outstanding 4,125,000 shares             41,000        41,000
       Additional paid-in capital                                          6,126,000     6,126,000
       Retained earnings                                                     446,000       216,000
                                                                         -----------   -----------
             Total stockholders' equity                                    6,613,000     6,383,000
                                                                         -----------   -----------
                                                                         $32,712,000   $25,613,000
                                                                         ===========   ===========
</TABLE>

   The accompanying notes are an integral part of these condensed consolidated
                              financial statements.


                                                                         Page 3.
<PAGE>

                LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     Nine months ended             Three months ended
                                                                         March 31,                      March 31,
                                                                         ---------                      ---------

                                                                   1999            1998            1999            1998
                                                                   ----            ----            ----            ----
<S>                                                            <C>             <C>             <C>             <C> 
REVENUES
    Net patient service revenue                                $ 44,474,000    $ 42,772,000    $ 14,226,000    $ 14,913,000
    Management fee revenue                                       10,958,000         173,000       6,362,000          52,000
    Other revenue                                                   285,000         301,000         116,000          92,000
                                                               ------------    ------------    ------------    ------------
            Total revenues                                       55,717,000      43,246,000      20,704,000      15,057,000

EXPENSES
    Operating expenses: 
      Salaries and benefits                                      40,335,000      31,288,000      15,323,000      10,649,000
      Food, medical and other supplies                            5,693,000       3,215,000       2,000,000         968,000
      Other operating expenses                                    6,142,000       5,848,000       2,342,000       2,467,000
    Corporate, general and administrative expenses                2,221,000       1,631,000         787,000         649,000
    Interest expense                                                751,000         600,000         270,000         167,000
                                                               ------------    ------------    ------------    ------------
            Total expenses                                       55,142,000      42,582,000      20,722,000      14,900,000
                                                               ------------    ------------    ------------    ------------

    Income (loss) from operations                                   575,000         664,000         (18,000)        157,000

OTHER INCOME
    Gain on sale of bed licenses                                         --         280,000              --              --
                                                               ------------    ------------    ------------    ------------

    Income (loss) before income taxes and minority interest         575,000         944,000         (18,000)        157,000

INCOME TAXES                                                         92,000         309,000         (31,000)         39,000

MINORITY INTEREST IN INCOME OF CONSOLIDATED 
      JOINT VENTURES                                               (253,000)       (117,000)         34,000         (90,000)
                                                               ------------    ------------    ------------    ------------

    Net income                                                 $    230,000    $    518,000    $     47,000    $     28,000
                                                               ============    ============    ============    ============

    Basic earnings  per common share                           $       0.06    $       0.13    $       0.01    $       0.01
                                                                       ====            ====            ====            ====

    Weighted average number of common shares outstanding          4,125,000       4,125,000       4,125,000       4,125,000
                                                               ============    ============    ============    ============
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.


                                                                         Page 4.
<PAGE>

                LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             1999           1998
                                                                             ----           ----

<S>                                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                             $   230,000    $   518,000
   Adjustments to reconcile net income to net cash
      provided by operating activities                                        509,000        273,000
   Minority interest in income of consolidated joint ventures                 253,000        117,000
   Increase in accounts receivable                                         (2,596,000)    (3,298,000)
   Increase (decrease) in accounts payable and accrued expenses             1,928,000       (260,000)
   Due to SunRise Healthcare Group - purchased receivables                  2,632,000             --
   Changes in other operating assets and liabilities                       (1,996,000)     1,871,000
                                                                          -----------    -----------
            Net cash provided by (used in) operating activities               960,000       (779,000)
                                                                          -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Note receivable - related party                                           (87,000)      (757,000)
    Repayments of note receivable - related party                              60,000        607,000
    Increase in security deposits                                                  --       (267,000)
    Acquisition of fixed assets                                              (513,000)      (334,000)
                                                                          -----------    -----------
            Net cash used in investing activities                            (540,000)      (751,000)
                                                                          -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Stock registration costs                                                       --        (42,000)
    Proceeds from sale of bed licenses                                             --      1,550,000
    Proceeds from line of credit, net                                       2,350,000        400,000
    Minority investment in consolidated joint ventures                             --        305,000
    Repayments of notes payable and capital lease obligations                (182,000)      (141,000)
                                                                          -----------    -----------
            Net cash provided by financing activities                       2,168,000      2,072,000
                                                                          -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                   2,588,000        542,000

CASH AND CASH EQUIVALENTS, beginning of period                                831,000      1,000,000
                                                                          -----------    -----------

CASH AND CASH EQUIVALENTS, end of period                                  $ 3,419,000    $ 1,542,000
                                                                          ===========    ===========


  NON-CASH INVESTING AND FINANCING ACTIVITIES:

    Certain assets acquired through assumption of mortgage note payable   $   362,000    $ 6,863,000
    Equipment and leasehold improvements acquired through assumption
     of notes payable and capital leases.                                     110,000        220,000
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.


                                                                         Page 5.
<PAGE>

                LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (Information with respect to March 31, 1999 and for the three months
           and nine months ended March 31, 1999 and 1998 is unaudited)

NOTE A - THE COMPANY

The consolidated financial statements include the accounts of Lexington
Healthcare Group, Inc. and all of its wholly-owned subsidiaries: Balz Medical
Services, Inc. ("BALZ"), Professional Relief Nurses, Inc. ("PRN"), Lexington
Highgreen Holding, Inc., and LexiCore Rehab Services, LLC (collectively, the
"Company"), as well as the accounts of Lexicon Pharmacy Services, LLC, a 70%
owned joint venture controlled by the Company. All material intercompany
balances and transactions have been eliminated in consolidation.

The Company is a long-term and subacute care provider which operates or manages
ten nursing home facilities at March 31, 1999 with 1,302 beds licensed by the
State of Connecticut. BALZ provides medical supplies and durable medical
equipment to nursing homes ; PRN provides health care services in the homes of
its patients. Lexicore and Lexicon provide rehab and pharmacy services
respectively to patients in the Company's and other nursing homes.

NOTE B - BASIS OF PRESENTATION

The financial information included herein is unaudited and presented on a
condensed basis; however, the information reflects all adjustments (consisting
solely of normal recurring adjustments) that are, in the opinion of management,
necessary to present fairly the financial position, results of operations, and
cash flows for the interim periods presented although the results shown for the
interim periods presented herein are not necessarily indicative of the results
to be obtained for a full fiscal year. The condensed balance sheet data as of
June 30, 1998 is derived from audited financial statements; certain line items
have been combined or condensed in their presentation herein.

Inventories consisting of food, chemicals and medical and other supplies are
valued at the lower of cost or market, with cost determined on a first-in,
first-out (FIFO) basis.

NOTE C - REORGANIZATION, PUBLIC STOCK OFFERING, ACQUISITIONS AND NEW BUSINESSES

Lexington Healthcare Group, Inc. was incorporated in 1996. It completed an
initial public offering of its common stock in May 1997 during which 1,125,000
shares of common stock at $5 per share and 1,940,625 common stock warrants at
$.10 per warrant were issued resulting in net proceeds to the Company of $4.1
million. Upon completion of such offering, the Company became the successor to
Lexington Health Care Group, LLC, a limited liability company ("LLC"). The
business combination was accounted for as a reorganization of entities under
common control, in a manner similar to a pooling of interests, using LLC's
historical cost basis.


                                                                         Page 6.
<PAGE>

                LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (Information with respect to March 31, 1999 and for the three months
           and nine months ended March 31, 1999 and 1998 is unaudited)

New Businesses

On October 15, 1997 Lexicore Rehab Services, LLC began operations as a 50% owned
joint venture with Core Rehab Management, LLC. The results of its operations
from inception are included in the Company's condensed consolidated financial
statements with appropriate recognition of minority interest. As of January 1,
1999, the Company acquired the remaining 50% membership interest for a nominal
amount plus $120,000 of residual payments based on the occurrence of certain
future events. Henceforth the Company accounted for Lexicore's operations as a
wholly-owned subsidiary; minority interest and liabilities were adjusted
accordingly.

On December 1, 1997 Lexicon Pharmacy Services, LLC began operations as a 70%
owned joint venture with Pharmacy Corporation of America. The joint venture is
controlled by the Company and the results of its operations from inception are
included in the Company's condensed consolidated financial statements with
appropriate recognition of minority interest.

On November 1, 1998 the Company began providing management services for four
skilled nursing facilities in Connecticut under an interim Management Agreement
with SunRise Healthcare Corporation, a New Mexico corporation and nation-wide
healthcare provider. As consideration for the services provided under this
Management Agreement, the Company is entitled to retain the excess of any
revenues earned over the expenses incurred during the term and will be
responsible for any excess of expenses incurred over revenues earned in the
operation of the facilities during the term. In addition, under the terms of the
agreement SunRise also retained responsibility for all building lease costs.

As a result of this agreement, the Company earned management fees of $6,310,000
and $10,803,000 and incurred costs and expenses of $6,100,000 and $10,066,000,
respectively, during the three months and nine months ended March 31, 1999.

The Company has completed agreements under which it will formally purchase
and/or lease these four facilities; closings are expected during 1999. In total,
the Company will acquire the license to approximately 500 skilled nursing beds.


                                                                         Page 7.
<PAGE>

                LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (Information with respect to March 31, 1999 and for the three months
           and nine months ended March 31, 1999 and 1998 is unaudited)

NOTE D - NOTE RECEIVABLE--RELATED PARTY

During September 1998, the Company converted an existing note receivable from
and additional advances to an entity in which an officer and director of the
Company has a controlling ownership interest into an 8% interest-bearing
promissory note in the amount of $649,000 due from the officer. This note
provides for $15,000 monthly installment payments beginning in November 1998 and
a balloon payment of the remaining balance due May 31, 1999. As security for the
note, the officer has pledged 600,000 of his shares of the common stock of the
Company, with the certificate representing such shares being held in escrow by
the Company's legal counsel.

The balance of this note was $589,000 at March 31, 1999, which together with
accumulated interest of $33,500, is classified as a current asset in the
accompanying condensed consolidated balance sheet. Principal payments totaling
$90,000 were made through April 1999 as required.

NOTE E - CONTINGENCIES

On July 31, 1998, the former President of PRN, the Company's home care
subsidiary, initiated a lawsuit against Lexington Healthcare Group, Inc., PRN,
and the Company's Chairman and CEO, in connection with her termination as
President of PRN. The suit alleges breach of contract and wrongful discharge
against the Company. The Company will vigorously defend the suit; it believes
that the plaintiff breached the contract, failed to perform in good faith and
was therefore terminated. At this time, it is not possible to estimate the final
cost to the Company to resolve this matter.

The Company is also involved in other legal proceedings and is subject to
certain lawsuits and claims in the ordinary course of its business. Although the
ultimate effect of these matters is often difficult to predict, management
believes that their resolution will not have a material adverse effect on the
Company's condensed consolidated financial statements.

Effective in its current fiscal year, the Company will receive its nursing home
Medicare reimbursement under a new per diem system known as the prospective
payment system. This new system will entirely change the way the Company is paid
for Medicare Part A services. The Company's success under this acuity-based
system is largely dependent on managing patient utilization of clinical
resources. The Company's ability to maintain its current level of Medicare
reimbursement is uncertain.

NOTE F - NEW FINANCING ARRANGEMENTS

In December 1998, the Company entered into a financing agreement with a
healthcare lender for up to $4.5 million, which is secured by its accounts
receivable and other assets. As of March 31, 1999, $2,551,000 was borrowed under
this agreement.


                                                                         Page 8.
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's
consolidated results of operations and financial condition. The discussion
should be read in conjunction with the consolidated financial statements and
notes thereto.

Overview

In the fiscal year ended June 30, 1997 the Company reorganized its capital
structure and completed an initial public stock offering (the "Offering") which
raised net proceeds of approximately $4.1 million. In connection with the
Offering, the Company acquired two healthcare businesses, Balz Medical Services,
Inc. and Professional Relief Nurses, Inc.

During the fiscal year ended June 30, 1998, the Company expanded its nursing
home operations with the acquisition of two additional facilities, formed and
began operating two healthcare joint venture companies, and initiated plans to
acquire five additional nursing homes.

Under a Management Agreement effective November 1, 1998, the Company began
providing management services to four skilled nursing facilities which it had
earlier agreed to acquire. Growth also continued in its joint-venture ancillary
businesses.

As of January 1, 1999, the Company acquired the remaining 50% membership
interest in one of the above-noted joint ventures, Lexicore Rehab Services,
L.L.C., for a nominal amount plus $120,000 of residual payments. Henceforth the
Company accounted for Lexicore's operations as a wholly-owned subsidiary;
minority interest and liabilities were adjusted accordingly.

The Company believes that the demand for long-term care and specialty medical
services will increase substantially over the next decade due primarily to
favorable demographic trends, advances in medical technology and emphasis on
healthcare cost containment. At the same time, government restrictions and high
construction and start-up costs are expected to limit the supply of long-term
care facilities. In addition, the Company anticipates that recent trends toward
industry consolidation will continue and will provide future acquisition
opportunities.

The Company's operating strategy is to increase nursing home profitability
levels, through aggressive marketing and by offering rehabilitation therapies
and other specialized services; to adhere to strict cost standards at the
Facility level while providing effective patient care and containing corporate
overhead expenses; and to become a fully integrated health network whereby the
Company will increase marketing of medical products and supplies, rehabilitative
services, institutional pharmaceutical services and nursing services to
affiliated and non-affiliated nursing homes and hospitals, as well as patients
at home.


                                                                         Page 9.
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

By concentrating its facilities and ancillary service operations within a
selected geographic region, the Company's strategy is to achieve operating
efficiencies through economies of scale, reduced corporate overhead, more
effective management supervision and financial controls. In addition, the
Company believes that geographic concentration also enhances the Company's
ability to establish more effective relationships with referral sources and
regulatory authorities in the states where the Company operates.

Year 2000 Disclosure

The Company is working to resolve the potential impact of the year 2000 on the
ability of the Company's computerized information systems to accurately process
information that may be date-sensitive. Any of the Company's programs that
recognize a date using "00" as the year 1900 rather than the year 2000 could
result in errors or system failures. The Company utilizes a number of computer
programs across its entire operation.

The Company has not completed its assessment, but currently believes that costs
of addressing this issue will not have a material adverse impact on the
Company's financial position. However, if the Company and third parties upon
which it relies are unable to address this issue in a timely manner, it could
result in a material financial risk to the Company. In order to assure that this
does not occur, the Company plans to devote all resources required to resolve
any significant year 2000 issues in a timely manner.

Results of Operations
Three months ended March 31, 1999 ("1999 period") vs. three months ended March
31, 1998 ("1998 period")

For the three months ended March 31, 1999, the Company had total revenues of
$20,704,000 and total expenses of $20,722,000. For the three months ended March
31, 1998, the Company had total revenues of $15,057,000 and total expenses of
$14,900,000. The Company had net income of $47,000 or $.01 per share for the
three months ended March 31, 1999, after providing for income tax benefits of
$31,000. The Company had net income of $28,000 or $.01 per share for the three
months ended March 31, 1998, after providing for income taxes of $39,000.

For the three months ended March 31, 1999, operating expenses consisted of
salaries and benefits of $15,323,000, food, medical and other supplies of
$2,000,000, and other operating expenses (including rent of $684,000) of
$2,342,000. Also, the Company had corporate, general and administrative expenses
of $787,000 and interest expense of $270,000.

Revenues in the 1999 period increased over the 1998 period by $5,647,000 or 38%,
largely as a result of the management agreement effective November 1, 1998. Of
this net increase, $6,310,000 pertained to the new management agreement,
$190,000 pertained to the joint ventures and growth in ancillary businesses
acquired in 1997; there was a $853,000 net revenue decrease in the nursing
facilities due to lower occupancy.


                                                                        Page 10.
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Operating expenses in the 1999 period increased over the 1998 period by
$5,581,000 or 40% largely as a result of the management agreement and joint
ventures noted above and the increased volume in the ancillary businesses. Net
nursing home costs decreased somewhat as a result of lower occupancy offset by
higher employee benefit costs. Administrative and general expenses increased by
$138,000 due to the new businesses and acquisitions, higher rent, legal and
other administrative costs. Interest costs increased by $103,000 as a result of
additional borrowing.

In 1998 Lexicore Rehab Services, a company controlled joint venture, provided
$90,000 of services to a nursing home owned by Jack Friedler, the Company's
Chairman and CEO. Subsequently, Mr. Friedler sold the operations of that entity,
but those billings for services have not yet been paid. In connection with the
finalization of its 1998 tax returns, Lexicore established a collection reserve
for the balance which reduced the operating profit of Lexicore by $90,000. The
Company's share of this reduction was $45,000 and is reflected in the operating
results of the 1999 period. At this time it is not certain when the balance will
be paid nor what, if any effect, payments will have on the Company's financial
statements.

Income taxes were provided in the 1999 period on pre-tax income of $16,000; year
to date adjustments made in this quarter included a state tax reduction which
produced a non-typical effective rate for the quarter. Income taxes were
provided in the 1998 period on pre-tax income of $67,000; the combined federal
and state effective rate was 58%.

Results of Operations
Nine months ended March 31, 1999 ("1999 period") vs.
nine months ended March 31, 1998 ("1998 period")

For the nine months ended March 31, 1999, the Company had total revenues of
$55,717,000 and total expenses of $55,142,000. For the nine months ended March
31, 1998, the Company had total revenues of $43,246,000 and total expenses of
$42,582,000. The Company had net income of $230,000 or $.06 per share for the
nine months ended March 31, 1999, after providing for income taxes of $92,000.
The Company had net income of $518,000 or $.13 per share for the nine months
ended March 31, 1998, after providing for income taxes of $309,000. 1998 net
income included a one-time gain of $280,000 recorded on the bed license sale.

For the nine months ended March 31, 1999, operating expenses consisted of
salaries and benefits of $40,335,000, food, medical and other supplies of
$5,693,000, and other operating expenses (including rent of $2,052,000) of
$6,142,000. The Company also had corporate, general and administrative expenses
of $2,221,000 and interest expense of $751,000.


                                                                        Page 11.
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Revenues in the 1999 period increased over the 1998 period by $12,471,000 or
29%, largely as a result of the management agreement effective November 1, 1998
and the full-period effect of the two joint ventures started in 1997. Of this
net increase, $10,803,000 pertained to the new management agreement, $3,389,000
pertained to the joint ventures and growth in ancillary businesses acquired in
1997; there was a $1,721,000 net revenue decrease in the nursing facilities due
to lower occupancy.

Operating expenses in the 1999 period increased over the 1998 period by
$11,819,000 or 29% largely as a result of the management agreement effective
November 1, 1998 and the full-period effect of the two new joint ventures noted
above and the increased volume in the ancillary businesses. Net nursing home
costs decreased somewhat as a result of lower occupancy offset by higher benefit
costs. Administrative and general expenses increased by $590,000 due to the new
businesses and acquisitions, higher rent, legal and other administrative costs.
Interest expense increased by $151,000 as a result of additional borrowings.

In 1998 Lexicore Rehab Services, a company controlled joint venture, provided
$90,000 of services to a nursing home owned by Jack Friedler, the Company's
Chairman and CEO. Subsequently, Mr. Friedler sold the operations of that entity,
but those billings for services have not yet been paid. In connection with the
finalization of its 1998 tax returns, Lexicore established a collection reserve
for the balance which reduced the operating profit of Lexicore by $90,000. The
Company's share of this reduction was $45,000 and is reflected in the operating
results of the 1999 period. At this time it is not certain when the balance will
be paid nor what, if any, effect payments will have on the Company's financial
statements.

Income taxes were provided in the 1999 period on pre-tax income of $322,000; the
combined federal and state effective tax rate was 29%. Income taxes were
provided in the 1998 period on pre-tax income of $827,000; the combined federal
and state effective rate was 37%.

Liquidity and Capital Resources

Since its formation in 1995, the Company has primarily financed its operations
through operating revenues, borrowings from the prior operator of the Facilities
and other private lenders (including stockholders), by financing its accounts
receivable, through a public offering of its common stock which raised net
proceeds of approximately $4.1 million and through the sale of a portion of
certain bed licenses acquired in 1997.

In July 1997, the Company borrowed $6.8 million in connection with the
acquisition of land, buildings, bed licenses and operating assets of the two
nursing homes acquired. Interest is payable at 10% over the 20 year term of the
mortgage. In connection with the acquisitions, the Company also obtained from
the seller an operating subsidy of $2.5 million to be received over five years.
As noted above, some of the bed licenses acquired were sold for $1,550,000 in
November 1997.


                                                                        Page 12.
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources (Continued)

In July 1995, the Company entered into an agreement to manage the day-to-day
business affairs of Lexington House, Inc., a nursing home with 67 licensed beds;
Lexington House was owned by Jack Friedler, the Company's Chairman and CEO and
his wife. The Company made certain expenditures on behalf of Lexington House in
anticipation that it would acquire Lexington House. Subsequently, the
negotiations for the sale were terminated because the Company determined that
such facility required too many capital improvements. As of June 30, 1997,
Lexington House, Inc. was indebted to the Company for $290,000.

During the year ended June 30, 1998, $23,000 was charged for management fees and
costs, interest of $26,000 accumulated, and an additional $286,000 was advanced;
$30,000 was repaid; the balance due at June 30, 1998 was $595,000. In July 1998
an additional $50,000 was advanced. During September 1998, the balance of
$649,000 was formalized into an 8% interest bearing promissory note from Jack
Friedler with $15,000 monthly installments beginning in November 1998 and a
balloon payment of the remaining balance due May 31, 1999.

As security for the note, Mr. Friedler has pledged 600,000 of his shares of the
common stock of the Company. The balance of this note was $589,000 at March 31,
1999, which together with accumulated interest of $33,500, is classified as a
current asset in the accompanying condensed consolidated balance sheet.
Principal payments totaling $90,000 were made through April 1999 as required.

In August 1997, the Company obtained a $2,000,000 revolving line of credit from
a bank, which was secured by its accounts receivable and other assets.

In December 1998, the Company refinanced this revolving line of credit with a
$4.5 million financing agreement from a healthcare lender; the new financing is
secured by certain accounts receivable and other assets. As of March 31, 1999,
approximately $2,551,000 was borrowed against this agreement.

During the nine months ended March 31, 1999, the Company expended approximately
$436,000 in capital improvements at its leased Facilities. Any capital
improvements made to the Facilities belong to the landlord. However, any amounts
expended for capital improvements are generally recouped in their entirety
through the reimbursement system. During the nine months ended March 31, 1999
the Company expended $314,000 for capital improvements at its owned facilities
which was funded by the mortgagor under the terms of the mortgage.


                                                                        Page 13.
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources (Continued)

At March 31, 1999 the Company had cash and cash equivalents of $3,419,000,
receivables of $13,874,000, inventories of $933,000, prepaid expenses and other
current assets of $1,102,000, and a note receivable including interest from a
related party of $622,000. In October 1998, the Company secured a $700,000
discharge-of-attachment Surety Bond with a $350,000 payment as collateral. This
collateral is included in Other Assets, Net (non-current classification in the
accompanying balance sheet), which reduced working capital.

Working capital at March 31, 1999 was $2,920,000 as compared with working
capital of $3,074,000 at June 30, 1998. Current liabilities at March 31, 1999
consist of trade accounts payable, amounts due SunRise Healthcare for accounts
receivable purchased, estimated third-party payor settlements due Medicare and
Medicaid, current portion of notes and capital leases payable, accrued payroll
and related taxes, income taxes, and other accrued expenses.

Forward Looking Statements

This quarterly report contains certain forward-looking statements regarding the
Company, its business prospects and results of operations that are subject to
certain risks and uncertainties posed by many factors and events that could
cause the Company's actual business, prospects and results of operations to
differ materially from those that may be anticipated by such forward-looking
statements.

Factors that may affect such forward-looking statements include, without
limitations: the Company's ability to successfully and timely develop and
finance new projects, the impact of competition on the Company's revenues, and
changes in reimbursement rates, patient mix, and demand for the Company's
services.

When used, words such as "believes," "anticipates," "expects," "intends" and
similar expressions are intended to identify forward-looking statements, but are
not the exclusive means of identifying forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this report. The Company undertakes no obligation
to revise any forward-looking statements in order to reflect events or
circumstances that may subsequently arise.

Readers are urged to carefully review and consider the various disclosures made
by the Company in this report, news releases, and other reports filed with the
Securities and Exchange Commission that attempt to advise interested parties of
the risks and factors that may affect the Company's business.


                                                                        Page 14.
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

On July 31, 1998, Suzanne Nettleton, the former President and Administrator of
Professional Relief Nurses, Inc., the Company's home care subsidiary, initiated
a lawsuit against Lexington Healthcare Group, Inc., Professional Relief Nurses,
Inc. (PRN), and Jack Friedler, the Company's Chairman and CEO, in connection
with her termination as President of PRN. The suit alleges breach of contract
and wrongful discharge against the Company. The Company will vigorously defend
the suit on behalf of itself, PRN and Mr. Friedler; it believes that Ms.
Nettleton breached the contract, failed to perform in good faith and was
therefore terminated. At this time, it is not possible to estimate the final
cost to the Company to resolve this matter.

The Company is involved in other legal proceedings and is subject to certain
lawsuits and claims in the ordinary course of its business. Although the
ultimate effect of these matters is often difficult to predict, management
believes that their resolution will not have a material adverse effect on the
Company.

Item 2.  Change in Securities                NONE
 
Item 3.  Defaults Upon Senior Securities     NONE

Item 4.  Submission of Matters to a Vote of Security Holders      NONE

Item 5.  Other Information

On May 6, 1999 Jack Friedler, the Company's Chairman and CEO, had heart by-pass
surgery. He is currently recuperating and expects to return to work when
medically appropriate. There are no assurances at this time as to when or to
what degree he will be able to resume his normal duties.

Item 6.  Exhibits and Reports on Form 8-K   NONE.


                                                                        Page 15.
<PAGE>

                                   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 thereunto duly authorized.


                                              /s/ Harry Dermer
                                     ---------------------------------------
                                     (Harry Dermer, President)
                                     (Duly Authorized Officer)

Date      May 17, 1999                        /s/ Thomas E. Dybick
      --------------------           ---------------------------------------
                                     (Thomas E. Dybick, Chief Financial Officer)
                                     (Principal Financial Officer)


                                                                        Page 16.