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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-25908
CUSIP NUMBER
48213Q104
[X] Form 10-K & Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q & Form
10-QSB
For Period Ended: December 31, 1996
For the Transition Period Ended:
Part I -- Registrant Information
Full Name of Registrant JUST LIKE HOME, INC.
Address of Principal Executive Office 3647 Cortez Road West
Bradenton, Florida 34210
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] YES [ ]
NO
(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 of Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date: [X] YES [ ] NO
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable Not Applicable
Part III -- Narrative
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
The Registrant has entered into a Merger Agreement with Community
Assisted Living Centers, Inc. ("Community") whereby Community will merge into a
wholly-owned subsidiary of the Registrant. The merger was schedule to close on
March 15, 1997, but was extended to March 31, 1997, to provide additional time
for Community to complete its due diligence review and to resolve other
conditions to the merger. The amendment to the Merger Agreement provided that
the management of Community would assume operational control of the Registrant
effective March 17, 1997, which has occurred, and that Community would find
certain cash needs of the Registrant prior to the closing of the Merger. The
Merger Agreement also provides that the management of Community will assume
substantially all of the senior management positions at the Registrant at the
effective time of the merger. Due to the complications of the merger and the
announced management change, the Registrant has lost certain of its former key
employee and executives, who otherwise would have had primary responsibility for
the preparation and completion of information necessary for the annual audit of
the year-end December 31, 1996, financial statements of the Registrant and the
Registrant's annual report on Form 10-KSB. Due to these reasons, the
complications of completing the merger and resultant delays in providing the
required information to the Registrant's independent auditors so that they can
complete their audit of the Registrant's financial statements, the Registrant is
unable to submit its annual report on Form 10-KSB by March 31, 1997, without
unreasonable effort or expense.
Part IV -- Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Michael W. Monahan 941.756.2555
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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 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 anticipates that it will report a greater net loss for the
year ended December 31, 1996, than were reported for 1995. The increase in net
loss, however, cannot be estimated for the reasons set forth under Part III.
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JUST LIKE HOME, INC.
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 27, 1997 By: /s/ Richard T. Conard, M.D.
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Name: Richard T. Conard, M.D.
Title: Chairman of the Board
