U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
SEC File Number 000-24807
CUISP Number ------------
NOTIFICATION OF LATE FILING
COMMISSION FILE NO.
[X] FORM 10-K [ ] FORM 20-F [ ] FORM 11-K
[.] FORM 10-Q [ ] FORM N-SAR
FOR PERIOD ENDED: December 31, 1998
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[ ] TRANSITION REPORT ON FORM 10-K [ ] TRANSITION REPORT ON FORM 10-Q
[ ] TRANSITION REPORT ON FORM 20-F [ ] TRANSITION REPORT ON FORM N-SAR
[ ] TRANSITION REPORT ON FORM 11-K
FOR THE TRANSITION PERIOD ENDED:
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
IF THE NOTIFICATION RELATES TO A PORTION OF THE FILING CHECKED ABOVE,
IDENTIFY THE ITEM(S) TO WHICH THE NOTIFICATION RELATES:
PART I
REGISTRANT INFORMATION
FULL NAME OF REGISTRANT: CoreCare Systems, Inc.
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FORMER NAME IF APPLICABLE: N/A
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)
111 N. 49th Street
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CITY, STATE AND ZIP CODE: Philadelphia, PA 19139
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PART II
RULES 12B-25 (B) AND (C)
IF THE SUBJECT REPORT COULD NOT BE FILED WITHOUT UNREASONABLE EFFORT OR
EXPENSE AND THE REGISTRANT SEEKS RELIEF PURSUANT TO RULE 12B-25(B), THE
FOLLOWING SHOULD BE COMPLETED. (CHECK BOX IF APPROPRIATE.)
| (A) THE REASONS DESCRIBED IN REASONABLE DETAIL IN PART III OF THIS FORM
| COULD NOT BE ELIMINATED WITHOUT UNREASONABLE EFFORT OR EXPENSE;
[X] | (B) THE SUBJECT ANNUAL REPORT, SEMI-ANNUAL REPORT, TRANSITION REPORT ON
| FORM 10-K, FORM 20-F, 11-K OR FORM N-SAR, OR PORTION THEREOF WILL BE
| FILED ON OR BEFORE THE FIFTEENTH CALENDAR DAY FOLLOWING THE
| PRESCRIBED DUE DATE; OR THE SUBJECT QUARTERLY REPORT OR TRANSITION
| REPORT ON FORM 10-Q, OR PORTION THEREOF WILL BE FILED ON OR BEFORE
| THE FIFTH CALENDAR DAY FOLLOWING THE PRESCRIBED DUE DATE; AND
| (C) THE ACCOUNTANT'S STATEMENT OR OTHER EXHIBIT REQUIRED BY RULE
| 12B-25(C) HAS BEEN ATTACHED IF APPLICABLE.
PART III
NARRATIVE
STATE BELOW IN REASONABLE DETAIL THE REASONS WHY FORM 10-K, 20-F, 11-K,
10-Q, N-SAR, OR THE TRANSITION REPORT OR PORTION THEREOF COULD NOT BE FILED
WITHIN THE PRESCRIBED PERIOD. (ATTACH EXTRA SHEETS IF NEEDED)
Due to the expansion of the Company's business, and the first time filing
of a 10KSB, the Company underestimated the time and resources which were
required to prepare the filing on a timely basis. The Company now has, and has
devoted, sufficient resources to this matter. In addition, as described on the
attachment, the Company has discovered that it overaccrued revenues in 1997,
and has been working to restate its 1997 financial statements based upon this
determination.
<PAGE>
PART IV-OTHER INFORMATION
(1) NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS
NOTIFICATION:
Rose S. DiOtavio, President 215 471-285
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(NAME) (AREA CODE)(TELEPHONE NUMBER)
(2) HAVE ALL OTHER PERIODIC REPORTS REQUIRED UNDER SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SECTION 30 OF THE INVESTMENT
COMPANY ACT OF 1940 DURING THE PRECEDING 12 MONTHS OR FOR SUCH SHORTER PERIOD
THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORT(S) BEEN FILED? IF THE
ANSWER IS NO, IDENTIFY REPORT(S).
[X] YES [ ] NO
(3) IS IT ANTICIPATED THAT ANY SIGNIFICANT CHANGE IN RESULTS OF
OPERATIONS FROM THE CORRESPONDING PERIOD FOR THE LAST FISCAL YEAR WILL BE
REFLECTED BY THE EARNINGS STATEMENTS TO BE INCLUDED IN THE SUBJECT REPORT OR
PORTION THEREOF?
[X] YES [ ] NO
IF SO: ATTACH THE EXPLANATION OF THE ANTICIPATED CHANGE, BOTH
NARRATIVELY AND QUANTITATIVELY, AND, IF APPROPRIATE, STATE THE REASONS WHY A
REASONABLE ESTIMATE OF THE RESULTS CANNOT BE MADE.
CoreCare Systems, Inc.
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(NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
HAS CAUSED THIS NOTIFICATION TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED.
DATE: March 31, 1999 BY: /s/ Rose S. DiOttavio
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Rose S. DiOttavio
INSTRUCTION: THE FORM MAY BE SIGNED BY AN EXECUTIVE OFFICER OF THE
REGISTRANT OR BY ANY OTHER DULY AUTHORIZED REPRESENTATIVE. THE NAME AND TITLE
OF THE PERSON SIGNING THE FORM SHALL BE TYPED OR PRINTED BENEATH THE SIGNATURE.
IF THE STATEMENT IS SIGNED ON BEHALF OF THE REGISTRANT BY AN AUTHORIZED
REPRESENTATIVE (OTHER THAN AN EXECUTIVE OFFICER), EVIDENCE OF THE
REPRESENTATIVE'S AUTHORITY TO SIGN ON BEHALF OF THE REGISTRANT SHALL BE FILED
WITH THE FORM.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange in which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
<PAGE>
ATTACHMENT TO
FORM 12B-25
CORECARE SYSTEMS, INC.
COMMISSION FILE NO. 000-24807
In its Registration Statement on Form 10-SB, the Company reported a loss from
operations of $(460,259) for the year ended December 31, 1997, a loss before
income tax benefit of $(2,586,076) and net income after income tax benefit of
$1,197,656. Subsequent to the filing of the Company's Form 10-SB, the Company
determined that the reported 1997 results were overstated due to over-accrual of
revenues. The Company over-accrued amounts due from a significant third party
payor, resulting from a miscalculation of the allowable per diem charges for
in-patient services. Primarily as a result of the restatement of these
revenues, the Company's loss from operations is anticipated to be restated from
($460,259) to approximately $(2,840,000). The Company's operating loss in 1998
is anticipated to be approximately $(2,730,000).
Based on the prior calculation of the allowable per diem charges for inpatient
services, at the time the 1997 financial statements were issued and at the time
the 10-SB was filed, Management's estimates permitted the Company to record a
deferred tax benefit in 1997 in accordance with SFAS 109. Had the recalculated
per diem charge been used in Management's estimates, the deferred tax benefit
would not have been recognized. As a result, the Company's 1997 results will be
restated to eliminate the $3,783,732 income tax benefit previously reported. As
a result of the elimination of this income tax benefit and the reduction in
revenues, the Company's previously reported net income of $1,197,656 in 1997
will be restated to a net loss of $(4,960,000).
1998 revenues increased over 100% over restated 1997 revenues, but the Company
anticipates reporting a loss from operations of approximately ($2,730,000) in
1998 and a net loss of approximately ($4,590,000). The operating loss includes
amortization of deferred financing charges of approximately $2,400,000, an
increase of approximately $1,700,000 from the previous year. This amortization
is primarily related to deferred financing charges from the Company's various
debt financings. The Company considers the deferred financing charges to be
non-recurring expenses. The operating loss also includes an impaired asset
write-down of approximately $369,000, also a non-recurring expense. A summary
of the previously reported and anticipated restated 1997 results and anticipated
1998 results is as follows:
<TABLE>
<CAPTION>
1997 1997
PREVIOUSLY RESTATED 1998
STATED (ESTIMATED) (ESTIMATED)
------------ ------------ ------------
<S> <C> <C> <C>
Net Revenues . . . . . . . . . $12,854,184 $10,465,000 $21,617,000
Income (Loss) from Operations. $ (460,259) $(2,840,000) $(2,730,000)
Net Income (Loss). . . . . . . $ 1,197,656 $(4,966,000) $(4,590,000)
</TABLE>
<PAGE>
