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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1997
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which notification relates:
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PART I -- REGISTRANT INFORMATION
The Care Group, Inc.
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Full Name of Registrant
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Former Name if Applicable
275 Park Avenue South
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Address of Principal Executive Office (Street and Number)
New York, New York 10010
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City, State and Zip Code
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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, 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.
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PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The registrant is unable to file its Annual Report on Form 10-K within the
prescribed time period due to internal administrative difficulties, which
prevented the registrant from completing the preparation of its financial
statements without reasonable effort or expense.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Michael Moran 212 614-9220
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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 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 an 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.
The registrant has been informed that by its independent auditor that such
report on the financial statements of the registrant for the year ended
December 31, 1997 is expected to contain a qualification in which the
registrant's auditor raises doubts as to the registrant's ability to
continue as a going concern.
In addition, for the year ended December 31, 1997, the financial
statements of the registrant will reflect several differences as compared
to the financial statements for the year ended December 31, 1996,
including a net loss ranging from $9.8 million to $10.5 million, a
reduction in net revenues of approximately $7.8 million, an increase in
account receivable reserves and bad debt expense totalling approximately
$5.8 million, a write-down of goodwill and certain other assets of
approximately $2.5 million and a write-off of inventory and equipment of
approximately $0.7 million. The figures cited above are current estimates
and there can be no assurance that the actual results will not differ
materially.
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SIGNATURES
The Care Group, Inc. has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
THE CARE GROUP, INC.
Dated: April 1, 1998 By: /s/ Michael Moran
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Name: Michael Moran
Title: President
