<PAGE>   1
                       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, 1998 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 12, 1998 4,125,000
Common Shares outstanding


<PAGE>   2


                        LEXINGTON HEALTHCARE GROUP, INC.
                            MARCH 31, 1998 FORM 10-Q
                                      INDEX


PART I  --  FINANCIAL INFORMATION

Item 1.     Consolidated Financial Statements
<TABLE>
<S>                                                                                                    <C>

                  Condensed Consolidated Balance Sheets  --  March 31, 1998 and
                  June 30, 1997.........................................................................Pg. 3.

                  Condensed Consolidated Statements  of Operations  --  Nine months and three months
                  ended March 31, 1998 and 1997.........................................................Pg. 4.

                  Condensed Consolidated Statements of Cash Flows  --  Nine months
                  ended March 31, 1998 and 1997.........................................................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. 15.
</TABLE>


                                                                          Page 2


<PAGE>   3
                LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                            MARCH 31,        JUNE 30, 
                                                                              1998             1997   
                                                                           (UNAUDITED)    
                                                                           -----------     ----------- 
                                     ASSETS
<S>                                                                        <C>             <C> 
 CURRENT ASSETS
     Cash and cash equivalents                                             $ 1,542,000     $ 1,000,000
     Accounts and note receivable, net                                      10,019,000       6,541,000
     Note receivable - stockholder (Note C)                                    155,000             -
     Estimated third-party payor settlements - Medicare & Medicaid             431,000         278,000
     Inventories                                                               506,000         403,000
     Prepaid expenses and other current assets                                 766,000         418,000
                                                                           -----------     -----------
            Total current assets                                            13,419,000       8,640,000

LAND, BUILDINGS, EQUIPMENT & LEASEHOLD
IMPROVEMENTS, net                                                            2,821,000         814,000

OTHER ASSETS
      Goodwill, net                                                          3,151,000       3,275,000
      Security deposits                                                      2,549,000       2,282,000
      Bed licenses, net                                                      1,655,000             -
      Operating subsidy  receivable (less current portion)                     698,000             -
      Other assets, net                                                        462,000         260,000
      Residents' funds                                                         177,000         161,000
                                                                           -----------     -----------
                                                                             8,692,000       5,978,000
                                                                           -----------     -----------
                                                                           $24,932,000     $15,432,000
                                                                           ===========     ===========

                     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
      Accounts payable and accrued expenses                                $ 7,477,000     $ 7,737,000
      Estimated third-party payor settlements - Medicare & Medicaid          1,038,000         323,000
      Notes and capital leases payable (current portion)                     1,050,000          89,000
      Income taxes payable                                                     352,000         204,000
                                                                           -----------     -----------
            Total current liabilities                                        9,917,000       8,353,000

OTHER LIABILITIES
      Mortgage note payable (less current portion)                           6,883,000             -
      Notes and capital leases payable (less current portion)                  126,000         107,000
      Deferred rent                                                            377,000         416,000
      Residents' funds payable                                                 177,000         161,000
      Deferred taxes                                                            42,000             -
                                                                           -----------     -----------
                                                                             7,605,000         684,000
                                                                           -----------     -----------
            Total liabilities                                               17,522,000       9,037,000
                                                                           -----------     -----------

MINORITY INTERESTS                                                             234,000             -

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                                             6,431,000       6,168,000
      Retained earnings                                                        704,000         186,000
                                                                           -----------     -----------
            Total stockholders' equity                                       7,176,000       6,395,000
                                                                           -----------     -----------
                                                                           $24,932,000     $15,432,000
                                                                           ===========     ===========
</TABLE>


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



                                                                          Page 3
<PAGE>   4
               LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                    NINE MONTHS ENDED                  THREE MONTHS ENDED
                                                                        MARCH 31,                           MARCH 31,

                                                                  1998             1997              1998              1997
                                                             ------------      ------------      ------------      ------------
<S>                                                          <C>               <C>               <C>               <C> 
 REVENUES
    Net patient service revenue                              $ 42,772,000      $ 26,072,000      $ 14,913,000      $  8,777,000
    Other revenue                                                 474,000           226,000           144,000            74,000
                                                             ------------      ------------      ------------      ------------
            Total revenues                                     43,246,000        26,298,000        15,057,000         8,851,000


EXPENSES
    Facility operating expenses:
      Salaries and benefits                                    31,288,000        20,027,000        10,649,000         7,017,000
      Food, medical and other supplies                          3,215,000         1,688,000           968,000           613,000
      Other operating expenses                                  5,848,000         3,530,000         2,467,000           956,000
    Corporate, general and administrative expenses              1,631,000           763,000           649,000           277,000
                                                              -----------      ------------      ------------      ------------
            Total expenses                                     41,982,000        26,008,000        14,733,000         8,863,000
                                                             ------------      ------------      ------------      ------------


    Income (loss) from operations                               1,264,000           290,000           324,000           (12,000)
                                                             ------------      ------------      ------------      ------------

 OTHER INCOME (EXPENSE)
     Gain on sale of bed licenses                                 280,000                 -                 -                 -
     Minority interest                                           (117,000)                -           (90,000)                -
     Interest expense                                            (600,000)          (98,000)         (167,000)          (28,000)
                                                             ------------      ------------      ------------      ------------
             Total income (expense)                              (437,000)          (98,000)         (257,000)          (28,000)
                                                             ------------      ------------      ------------      ------------

     Income (loss) before income taxes                            827,000           192,000            67,000           (40,000)

INCOME TAXES (Note B)                                             309,000                 -            39,000                 -
                                                             ------------      ------------      ------------      ------------

    Net income (loss)                                        $    518,000      $    192,000      $     28,000      $    (40,000)
                                                             ============      ============      ============      ============

    Net income (loss)  per common share                      $       0.13      $       0.06      $       0.01      $      (0.01)
                                                             ============      ============      ============      ============


    Weighted average number of common shares outstanding        4,125,000         3,092,000         4,125,000         3,092,000
                                                             ============      ============      ============      ============
</TABLE>




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


                                                                          Page 4
<PAGE>   5
               LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE NINE MONTHS ENDED MARCH 31, 1998 AND 1997
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                1998              1997
                                                                            -----------      -----------
<S>                                                                         <C>              <C> 
 CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                               $   518,000      $   192,000
   Adjustments to reconcile net income to net cash
      provided by (used in) operating activities                                273,000          (54,000)
   (Increase) decrease in accounts receivable                                (3,298,000)       1,319,000
   Changes in other operating assets and liabilities                          1,110,000        1,104,000
                                                                            -----------      -----------
            Net cash provided by (used in) operating activities              (1,397,000)       2,561,000
                                                                            -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Note receivable - related party                                            (757,000)        (121,000)
    Repayments of note receivable - related party                               607,000                -
    Increase in security deposits                                              (267,000)               -
    Acquisition of fixed assets                                                (334,000)        (246,000)
                                                                            -----------      -----------
            Net cash used in investing activities                              (751,000)        (367,000)
                                                                            -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Stock registration costs                                                    (42,000)        (141,000)
    Proceeds from sale of bed licenses                                        1,550,000                -
    Proceeds from notes payable                                                 901,000        1,002,000
    Minority interest investment in consolidated joint ventures                 117,000                -
    Issuance of preferred capital in joint venture                              305,000                -
    Issuance of common stock                                                          -          275,000
    Repayments of notes payable and capital lease obligations                  (141,000)      (2,759,000)
                                                                            -----------      -----------
            Net cash provided by (used in)  financing activities              2,690,000       (1,623,000)
                                                                            -----------      -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                       542,000          571,000

CASH AND CASH EQUIVALENTS, beginning of year                                  1,000,000          212,000
                                                                            -----------      -----------

CASH AND CASH EQUIVALENTS, end of year                                      $ 1,542,000      $   783,000
                                                                            ===========      ===========




  NON-CASH INVESTING AND FINANCING ACTIVITIES:

    Certain assets acquired through assumption of mortgage note payable     $ 6,997,000      $         -
    Equipment and leasehold improvements acquired through assumption
     of notes payable and capital leases                                         86,000                -
</TABLE>


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


                                                                          Page 5

<PAGE>   6

                LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
       (INFORMATION WITH RESPECT TO MARCH 31, 1998 AND FOR THE THREE MONTHS
           AND NINE MONTHS ENDED MARCH 31, 1998 AND 1997 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" ), and
Lexington Highgreen Holding, Inc. (collectively, the "Company"), as well as the
accounts of the following joint ventures controlled by the Company: LexiCore
Rehab Services, LLC and Lexicon Pharmacy Services, LLC. All material
intercompany balances and transactions have been eliminated in consolidation.

The Company is a long-term and subacute care provider which operates six nursing
home facilities at March 31, 1998 with 853 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, 1997 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.

In 1996 the Company was operated as an LLC and accordingly no income taxes were
due at that time. However, income taxes have been provided for after the
reorganization of entities under common control discussed below.

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>   7

                LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (INFORMATION WITH RESPECT TO MARCH 31, 1998 AND FOR THE THREE MONTHS
           AND NINE MONTHS ENDED MARCH 31, 1998 AND 1997 IS UNAUDITED)

NOTE C - REORGANIZATION, PUBLIC STOCK OFFERING AND ACQUISITIONS


Accordingly, the accompanying condensed consolidated financial statements for
the period prior to the reorganization reflect the accounts and operations of
LLC and adjustment has been made to give effect to the reorganization resulting
in the restatement of certain stockholders' equity accounts.

The Company acquired in May 1997, simultaneously with the closing of the public
offering, all of the common stock of BALZ and PRN. On the basis of a pro forma
consolidation of the results of operations as if these acquisitions had taken
place at the beginning of fiscal year 1997, consolidated total revenues would
have been $30.3 million for the nine months ended March 31, 1997.

On October 14, 1997 the Company loaned $757,000 to its Chief Executive Officer
and principal stockholder in order for him to pay personal income taxes due as a
result of the reorganization of entities under common control (i.e., the
Company's IPO). There was no cash compensation paid to him as part of the
reorganization. The borrowing was evidenced by a 9% interest earning note
receivable on which payments were made on December 26 ($157,000) and December 31
($300,000) to reduce the note to $300,000, which remained outstanding as of
December 31, 1997. Interest on the note (amounting to $14,500) was paid in full
through December 31, 1997. Subsequently, an additional $150,000 was repaid on
February 3, 1998 leaving a balance of $150,000, plus accrued interest through
March 31, 1998 of $4,549.

NURSING HOME ACQUISITIONS

On July 1, 1997 Lexington Highgreen Holding, Inc. (a wholly-owned subsidiary of
Lexington Healthcare Group, Inc.) purchased substantially all of the assets of
two skilled nursing facilities in Connecticut, Greenwood Health Center and
Highland Acres Extend-a-Care Center from Beverly Enterprises, Inc. ("Beverly").
Before the sale of the two nursing facilities, Beverly had operated 315 licensed
beds at these two facilities. The Company is operating 225 beds and has returned
the license on 40 beds to the State of Connecticut.

The entire transaction was financed by a $6.8 million mortgage. Beverly has
agreed to pay a $2.5 million operating subsidy to the Company over five years,
bringing the net cost of the transaction to the Company to $4.3 million. In
November 1997, the Company sold the remaining license on 50 beds to an unrelated
party for $1,550,000 in cash which resulted in a gain of $280,000 ($.04 per
common share).


                                                                         Page 7.
<PAGE>   8

                LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (INFORMATION WITH RESPECT TO MARCH 31, 1998 AND FOR THE THREE MONTHS
           AND NINE MONTHS ENDED MARCH 31, 1998 AND 1997 IS UNAUDITED)

NOTE C - REORGANIZATION, PUBLIC STOCK OFFERING AND ACQUISITIONS (CONTINUED)

On the basis of a pro forma consolidation of the results of operations as if the
acquisitions had taken place on July 1, 1996, consolidated net revenues would
have been $34,000,000 for nine months ended March 31, 1997. Consolidated pro
forma net loss would have been $(1,667,000) for the nine months ended March 31,
1997 and pro forma net loss per share would have been $(.54). Such pro forma
amounts reflect the operating results produced by Beverly and are not
necessarily indicative of what the actual consolidated results of operations
might have been had the acquisitions been effective on July 1, 1996.

NEW BUSINESSES

On October 15, 1997 Lexicore Rehab Services, LLC began operations as a 50% owned
joint venture with Core Rehab Management, LLC. The joint venture is controlled
by the Company and the results of its operations from inception are included in
the Company's consolidated financial statements with appropriate recognition of
minority interest.

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 consolidated financial statements with appropriate
recognition of minority interest.

NOTE D - RECENTLY ISSUED ACCOUNTING STANDARDS; EARNINGS PER SHARE

The Company has adopted Statement of Financial Accounting Standards (SFAS) No.
128, "Earnings per Share". The objective of SFAS No. 128 is to simplify the
standards for computing earnings per share (EPS) and make them comparable to
international EPS standards. It replaces the presentation of primary EPS with a
presentation of basic EPS. SFAS No. 128 was effective for periods ending after
December 15, 1997, including interim periods; earlier application was not
permitted. Implementation of SFAS No. 128 did not have any impact on the
Company's calculation of EPS.



                                                                         Page 8.
<PAGE>   9



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

OVERVIEW

In May 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 - a medical supplies company and a home
health agency.

During the nine months ended March 1998, the Company expanded its nursing home
operations by adding two additional facilities, which were acquired on July 1,
1997. Also, in October and December 1997, the Company started two joint venture
companies with other healthcare providers to provide rehabilitation and pharmacy
services.

On January 20, 1998 the Company announced that it had signed a letter of intent
to acquire Franvale Nursing and Rehabilitation Center, a 128-bed skilled nursing
facility located in Braintree, Massachusetts from an unrelated party, Quality
Care Centers of Massachusetts, Inc., a subsidiary of PHC, Inc. (dba Pioneer
Healthcare). The acquisition of this facility expands the Company's operations
into Massachusetts, a target growth area. The Company is continuing to pursue
the necessary federal and state approvals required to close this transaction.

On March 9, 1998 the Company announced that it had formed a joint venture (to be
known as Behavioral Rehab Services) with Pioneer Healthcare to develop and
provide psychological services to residents in nursing homes, initially in
Connecticut, with later expansion to other states planned. As of March 31, 1998,
operations had not yet commenced.

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 Facility profitability levels,
through aggressive marketing and by offering rehabilitation therapies and other
specialized services; adhering to strict cost standards at the Facility level
while providing effective patient care and containing corporate overhead
expenses; and becoming a fully integrated health network whereby the Company
will market 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>   10


                     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. The Company's
strategy is to gradually expand services into additional states including
Massachusetts and New Jersey.

RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 ("1998 PERIOD") 
VS. THREE MONTHS ENDED MARCH 31, 1997 ("1997 PERIOD")

For the three months ended March 31, 1998, the Company had total revenues of
$15,057,000 and total operating expenses of $14,733,000. For the three months
ended March 31, 1997, the Company had total revenues of $8,851,000 and total
operating expenses of $8,863,000. 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. The Company had a net loss of $40,000 or $(.01) per share for
the three months ended March 31, 1997, but no income taxes were due for the 1997
period since the Company was operated as an LLC at that time and income taxes
were paid by its members.

For the three months ended March 31, 1998, operating expenses consisted of
salaries and benefits of $10,649,000, food, medical and other supplies of
$968,000, other operating expenses (including rent of $655,000) of $2,467,000,
and corporate, general and administrative expenses of $649,000. In addition,
income from operations was reduced by minority interest of $90,000 and interest
expense of $167,000.

Revenues in the 1998 period increased over the 1997 period by $6,206,000 or 71%,
largely as a result of the acquisitions during May 1997 and July 1997. Of the
total increase, $6,159,000 pertained to the nursing homes and healthcare
businesses acquired and $47,000 was from increased rates, mix changes and lower
occupancy (1.5% decrease) in the existing nursing facilities.

Operating expenses in the 1998 period increased over the 1997 period by
$5,870,000 or 66%, largely as a result of the acquisitions noted above. Of the
total cost increase, $5,844,000 pertained to the nursing homes and healthcare
businesses acquired and $26,000 was from increased existing-facility and
corporate, general and administrative costs. The increase in existing nursing
home costs was attributable to higher salaries and benefits including additional
nursing, dietary, and housekeeping staffing (as a result of higher occupancy and
wage increases), higher therapy costs and occupancy-driven higher operating
expenses. Minority interest increased by $90,000 on the joint ventures acquired
in fiscal 1998; interest expense increased by $139,000 mostly as a result of the
new mortgage on the facilities acquired in July.
                                                                        Page 10.

<PAGE>   11

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

Income taxes were provided in the 1998 period on pre-tax income of $67,000; the
combined federal and state effective tax rate was 58%. No income taxes were
provided in the 1997 period since the Company was operated as an LLC at that
time.

RESULTS OF OPERATIONS
NINE MONTHS ENDED MARCH 31, 1998 ("1998 PERIOD") 
VS. NINE MONTHS ENDED MARCH 31, 1997 ("1997 PERIOD")

For the nine months ended March 31, 1998, the Company had total revenues of
$43,246,000 and total operating expenses of $41,982,000. For the nine months
ended March 31, 1997, the Company had total revenues of $26,298,000 and total
operating expenses of $26,008,000. 

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. The Company
had net income of $192,000 or $.06 per share for the nine months ended March 31,
1997, but no income taxes were due for the 1997 period since the Company was
operated as an LLC at that time and income taxes were paid by its members. On a
pro forma basis, had income taxes been provided in 1997 at a rate of 38%, net
income would have been $119,000 ($.04 per common share).

For the nine months ended March 31, 1998, operating expenses consisted of
salaries and benefits of $31,288,000, food, medical and other supplies of
$3,215,000, other operating expenses (including rent of $1,959,000) of
$5,848,000, and corporate, general and administrative expenses of $1,631,000. In
addition, income from operations was reduced by minority interests of $117,000
and interest expense of $600,000. Other income of $280,000 was recorded on the
sale of the bed license in November, 1997.

Revenues in the 1998 period increased over the 1997 period by $16,948,000 or
64%, largely as a result of the acquisitions during May 1997 and July 1997. Of
the total increase, $16,230,000 pertained to the nursing homes and healthcare
businesses acquired and $718,000 was from increased rates, mix changes and
higher occupancy (2% increase) in the existing nursing facilities.

The Company collected $102,000 in excess of the net carrying value of accounts
receivable purchased in connection with the Greenwood and Highland acquisitions.
Since the Company has collected more than originally recorded for these
purchased AR such amount has been included in other revenue.




                                                                        Page 11.
<PAGE>   12



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

Operating expenses in the 1998 period increased over the 1997 period by
$15,974,000 or 61%, largely as a result of the acquisitions noted above. Of the
total cost increase, $15,022,000 pertained to the nursing homes and healthcare
businesses acquired and $952,000 was from increased existing-facility and
corporate, general and administrative costs. The increase in existing nursing
home costs was attributable to higher salaries and benefits including additional
nursing, dietary, and housekeeping staffing (as a result of higher occupancy and
wage increases), higher therapy costs and occupancy-driven higher operating
expenses. Minority interest increased by $117,000 on the joint ventures acquired
in fiscal 1998; interest expense increased by $502,000 mostly as a result of the
new mortgage on the facilities acquired in July.

Income taxes were provided in the 1998 period on pre-tax income of $827,000; the
combined federal and state effective tax rate was 37%. No income taxes were
provided in the 1997 period since the Company was operated as an LLC at that
time.

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 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.

In August 1997, the Company obtained a $2,000,000 revolving line of credit (at
prime plus .50%) from a bank, which is secured by its accounts receivable and
other assets. In November, 1997 this line of credit was utilized with a
borrowing of $1,000,000 which was repaid after the sale of bed licenses. In
March $400,000 was borrowed for working capital purposes; $200,000 of this was
repaid in April, 1998; $1,600,000 was available at March 31, 1998.



                                                                        Page 12.
<PAGE>   13


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

On October 14, 1997 the Company loaned $757,000 to its Chief Executive Officer
and principal stockholder in order for him to pay personal income taxes due as a
result of the reorganization of entities under common control (i.e., the
Company's IPO). There was no cash compensation paid to him as part of the
reorganization. The borrowing was evidenced by a 9% interest earning note
receivable on which payments were made on December 26 ($157,000) and December 31
($300,000) to reduce the note to $300,000, which remained outstanding as of
December 31, 1997. Interest on the note (amounting to $14,500) was paid in full
through December 31, 1997. Subsequently, an additional $150,000 was repaid on
February 3, 1998 leaving a balance of $150,000, plus accrued interest of $4,549
at March 31, 1998.

During the nine months ended March 31,1998, the Company expended approximately
$106,000 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, 1998
the Company expended $191,000 for capital improvements at its owned facilities,
of which $134,000 was funded by the mortgagor under the terms of the mortgage.

The Company has recorded $272,000 of investments in joint ventures (of which
$48,000 was paid through March 31, 1998) which began operations in 1997 and
became profitable in 1997; positive cash flow is expected in 1998.

The Company's profitable ancillary businesses grew by approximately 31% from
1997 to 1998.

At March 31, 1998, the Company had cash and cash equivalents of $1,542,000,
receivables of $10,450,000, inventories of $506,000, prepaid expenses and other
current assets of $766,000, and a note receivable from its principal stockholder
of $155,000. Receivables including estimated third-party payer settlements
increased by $3,631 ,000 since June 30, 1997 due mostly to the nursing homes
acquired in July and generally higher rates in effect.

Working capital at March 31, 1998 was $3,502,000 as compared with working
capital of $287,000 at June 30, 1997. The principal reasons for the increase are
profitable operations in the first nine months, the bed licenses sold, and the
operating subsidy receivable obtained in connection with the nursing home
acquisitions. Current liabilities at March 31, 1998 consist principally of trade
accounts payable, 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.



                                                                        Page 13.
<PAGE>   14



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


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>   15



                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings
                                                           NONE

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

The Company was advised by The NASDAQ Stock Market, Inc. on February 26 & 27,
1998 that it was not in compliance with new net tangible asset requirements and
new market value of public float requirements both of which became effective
February 23, 1998. The Company is required to have net tangible assets of
$4,000,000; as of March 31, 1998 the Company had net tangible assets of
$4,025,000. The Company is required to have a value of public float of
$5,000,000; the value of public float at close of trading on May 11, 1998
($3.00 per share) is $4,059,000. The Company is pursuing remedies to the
public float requirement and has requested an extension of time from NASDAQ
which has been granted.

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


                                   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/ Jack Friedler
                                    -------------------------------------------
                                    (Jack Friedler, Chief Executive Officer)
                                    (Duly Authorized Officer)

                                    /s/ Harry Dermer
                                    -------------------------------------------
                                    (Harry Dermer, President)
                                    (Duly Authorized Officer)
                                         
Date      May 13, 1998              /s/ Thomas E. Dybick
      --------------------          -------------------------------------------
                                    (Thomas E. Dybick, Chief Financial Officer)
                                    (Principal Financial Officer)


                                                                        Page 15.