<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934

                   For the fiscal year ended December 31, 2000

                         Commission File Number 0-25908

                              JUST LIKE HOME, INC.
             (Exact name of registrant as specified in its charter)

             Florida                                             65-0568234
 (State or other jurisdiction of                              (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                          311 Castle Shannon Boulevard
                         Pittsburgh, Pennsylvania 15234
                                  412-341-4500
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

Securities registered pursuant to Section 12(b) of the Act:    None
Securities registered pursuant to Section 12(g) of the Act:    Common Stock
                                                               ($.001 par value)

     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    No X
                                             ---   ---
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

     On April 10, 2001, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $435,398 (based on the average bid and
asked prices on such date). For purposes of determination of the above stated
amount, only directors, executive officers and 10% or greater shareholders are
deemed affiliates.

     As of April 10, 2001, there were outstanding 15,641,794 shares of common
stock, $.001 par value per share.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.
<PAGE>

                                2000 FORM 10-KSB

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

Part I                                                                          Page
                                                                                ----
<S>            <C>                                                               <C>
Item 1.       Description of Business                                              1
Item 2.       Description of Properties                                            5
Item 3.       Legal Proceedings                                                    7
Item 4.       Submission of Matters to a Vote of Security Holders                  9

Part II

Item 5.       Market for Common Equity and Related Stockholder Matters
                  Price Range of Common Stock                                     10
Item 6.       Management's Discussion and Analysis of
                  Financial Condition and Results of Operations                   11
Item 7.       Financial Statements                                                14
Item 8.       Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure                             14

Part III

Item 9.       Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act               15
Item 10.      Executive Compensation                                              17
Item 11.      Security Ownership of Certain Beneficial Owners and Management      18
Item 12.      Certain Relationships and Related Transactions                      19
Item 13.      Exhibits and Reports on Form 8-K                                    20
</TABLE>
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Introduction

     Just Like Home, Inc. (the "Company" or "JLH") was founded on the belief
that retirement assisted living should offer the elderly a chance to live out a
long and happy extension of a normal, interesting life with minimal assistance.
Although many elderly and frail people need the more extensive level of care
provided by nursing homes, many do not. The Company offers assisted living
facilities and services to those elderly and frail individuals who do not need
the level of care offered by nursing homes. This assistance is provided in a
small scale residential setting that allows the resident to maintain dignity and
a degree of independence at a reasonable cost.

     The facilities leased by the Company range in size from approximately 7,000
square feet designed for occupancy by up to 16 residents, to approximately
21,000 square feet, designed for occupancy by up to 45 residents. Based upon its
experience in developing and managing assisted living facilities, the Company
has developed two prototype facilities. One facility is 21,000 square feet
designed as a 42-unit (45 bed), and the other a two building, 52-unit comprised
of 29,000 square feet.

     Each center provides housing and services to the elderly who desire to
maintain independence within a system of medically and socially integrated
programs in a home-like environment. The objective of JLH is to offer a
pro-active life program and trained staff to deliver a level of care that
nurtures the health, dignity, privacy and spirit of each resident.

     The Company's markets are the physically frail and cognitively impaired
elderly, age 75 years and older. The physically frail are those elderly who are
mentally capable, but are frail and require assistance with basic daily
activities. The cognitively impaired are elderly who are physically capable, but
suffer from various forms of dementia, such as Alzheimer's disease.

     The typical resident of an assisted living center is age 75 years or older,
female and widowed or single according to the Assisted Living Facilities
Association of America. Most residents (approximately 75%-90%) come from within
a 5-10 mile radius of a given facility. Each elderly person typically has a
supporting adult child who is instrumental in the decision making process.

     The primary marketing programs used by JLH include community public
relations, advertising, tours, developing positive referral relationships with
hospitals and nursing homes, a newsletter and a direct mail program. The primary
referral targets are doctors, lawyers, bank trust officers, accountants, social
workers, nurses, clergy, ministers, elderly organizations and guardians.

The Just Like Home Concept

     JLH offers its assisted living services to the physically frail or
cognitively impaired in "home like" settings. Each Just Like Home is designed to
meet the elderly residents' needs for comfort, security, quality of life and a
degree of independence.

     The Company strives to combine in its facilities the best aspects of
independent living with the protection and safety of assisted living, with
trained staff members who provide 24-hour care and monitoring of every resident.
Each Just Like Home, as the name implies, is a home in a neighborhood with a
yard, a porch and a kitchen. The assisted living facilities are designed and
decorated to have a

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home-like atmosphere. Residents are encouraged to furnish their rooms with
personal items they have collected during their lifetime. Monthly rates
currently range from approximately $1,350 for double occupancy up to $1,950 for
a single room.

     Just Like Home assisted living facilities compete with individually-owned
and large retirement community facilities. JLH offers personalized care services
in a small scale residential setting that allows the resident to maintain
independence and dignity at a reasonable cost through professional management of
multiple, single purpose facilities. By developing multiple locations within the
same geographic area, JLH believes it is able to provide centralized
professional management not found in individually owned and operated facilities.

     In the opinion of the Company, the smaller residence is the primary
advantage Just Like Home facilities have over larger facilities. The smaller
Just Like Home residential setting allows for more individualized care giving.
The Company believes that nowhere is this more important than with the
cognitively impaired. People with mild and moderate states of Alzheimer and
related cognitive diseases can be cared for in an assisted living facility at
approximately half the cost of comparable nursing home care.

     Residence administrators are responsible for the overall daily operations
of each Just Like Home facility. The manager is assisted by various levels of
trained personnel, some of whom may be independent providers or part-time
personnel, including nurses, personal service assistants, maintenance and
kitchen personnel. The Company consults with outside providers, such as
pharmacists and dietitians, for purposes of medication review, menu planning and
responding to any special dietary needs of its residents. Personal care, dietary
services, housekeeping and laundry services are performed primarily by on-site
care givers who are full-time employees of the Company.

     There are staff personnel on duty at each Just Like Home facility 24-hours
a day who provide the necessary home-making and resident care services. Weekend
and relief staff rotate among the homes. An activity director oversees the
exercise and activity program as well as arranging transportation of residents
to physicians' offices and weekly outings.

     The typical profile of the facility staff is a person who has care giving
and housekeeping skills. They are encouraged (but not required) to take the
Certified Nursing Assistant training program. All are required, however, to have
training in assisting residents with medication, hygiene, first aid, and CPR
which includes classes in aging, psychology of care giving to the elderly, and
practical management skills.

     The duties of the staff include all housekeeping, laundry, meal
preparation, assistance in activities of daily living, games, walks, exercise
programs, interaction with visitors and families, daily record documentation and
delivery of medication. Each resident is carefully monitored as to their
individual abilities and if required he or she is not permitted to venture off
the property without a signed release from a guardian, adult child or the
supervision of one of the Just Like Home staff members. The staff is also
available to manage medications, prescribed by a resident's doctor. Daily
activities such as bingo, walks and exercise programs are provided for all
residents and are overseen by the staff and the activities director.

                                      -2-
<PAGE>

Just Like Family

     Until December 31, 1999, the Company also provided a senior service related
business that augmented the Company's basic business. These services included
related non-medical, in-house assisted living support to individuals wishing to
remain in their own homes. The Company provided aides to assist with bathing,
dressing, general housekeeping, shopping, meal preparation in the client's own
home and transportation for medical appointments. Effective December 31, 1999,
the Company sold the Just Like Family business.

The Assisted Living Industry

     The long-term elderly care industry encompasses a wide variety of
accommodations and health care services. For those requiring limited services,
home-based care in the elderly person's home or in a retirement center offers a
viable option for assistance on an "as needed" basis. Services provided by
congregate and retirement communities are often limited to meals, housekeeping
and laundry. As an elderly person's needs for assistance increase, care in an
assisted living residence, where assistance with personal care (such as dressing
and bathing), support services (such as housekeeping and laundry) and routine
nursing services (such as assistance with taking medications and health
monitoring) are available, is often preferable to home-based care. For those
elderly in need of specialized support, rehabilitative, nutritional, respiratory
and other skilled treatments, medical care in a nursing facility may be
required. Generally, assisted living center residents require higher care levels
than those of residents of congregate and retirement living communities, but
lower than that of patients in skilled nursing facilities.

     Assisted living facilities, such as those operated by the Company, differ
from skilled nursing facilities in that assisted living facilities do not
provide the more extensive, and costly, nursing and medical care found in
nursing homes. Assisted living facilities differ from continuing care retirement
communities in that, among other things, residents of assisted living facilities
are not obligated to purchase frequently expensive lifetime contracts for
residential living and care.

     The number of persons over the age of 65 has been increasing faster than
the overall population, largely as a result of advances in medical technology
which has increased life expectancy. The percentage of total population over the
age of 65 in the United States has grown from approximately 8.1% in 1950, to
approximately 12.0% in 1985. The 1990 Census indicates that this has further
increased to 12.6% or 31.2 million individuals. Current estimates indicate that
by the year 2010, 39.4 million people in the United States will be age 65 or
older.

     The 85 years and older segment is the fastest growing segment of the 65+
age population. In 1990, the 85 and older age group was estimated at 3.5
million, or 1.4% of the population, and such segment is expected to double by
the year 2010. Based on these statistics, the Company believes that, as the
number of older individuals continues to increase, the number of people who
require assistance with the activities of daily living will increase.

Competition

     The long-term care industry is highly competitive, and the Company expects
that the assisted living business in particular will become more competitive in
the future. The Company competes with numerous other companies providing similar
long-term care alternatives such as home health agencies, life care at home,
community-based service programs, retirement communities and convalescent
facilities. Nursing facilities that provide long-term care services are also a
potential source of competition for the Company.

                                      -3-
<PAGE>

     Providers of assisted living communities compete for residents primarily on
the basis of quality of care, price, reputation, physical appearance of the
facilities, services offered, family preferences, physician referrals, and
locations. Some of the Company's competitors are significantly larger than the
Company and have, or may obtain, greater financial resources than those
currently available to the Company.

Funding for Assisted Living Care

     The Company's revenue from residents is almost exclusively private pay. A
small number of residents have a portion of their monthly charges paid by
Florida's Medicaid Waiver Program. Because substantially all the Company's
revenue is from resident's private resources, the Company competes with other
comparably and higher priced facilities for elderly residents who have the
financial resources to pay the room and other charges of an assisted living
facility. As discussed below, government funding for assisted living services is
limited, and that which is available is at rates substantially less than the
Company's current room charges.

     The Company believes that current government programs that pay the costs of
nursing home care, but not the cost of assisted living services (with some
exceptions, as described below), have been an incentive for individuals who
cannot afford the costs of assisted living services to enter nursing homes in
order to receive assisted living services. Although government funding for
assisted living facilities may increase in an effort to shift elderly care from
more expensive nursing homes to less expensive assisted living facilities, the
Company does not anticipate that any increase will materially affect the
Company's payor mix or its operations.

Government Regulation

     The Company's assisted living facilities are subject to various regulations
and licensing requirements by the State of Florida. Florida does not, however,
impose any financial requirements for assisted living facilities. In order to
qualify as a state licensed facility, assisted living facilities must comply
with regulations that address, among other things, staffing, physical design,
required services and resident characteristics. The facilities are also subject
to various local building codes and other ordinances, including fire safety
codes. To the extent that the Company opens Just Like Home facilities in states
other than Florida, applicable regulations of those states will apply. These
requirements vary from state to state and are monitored, to varying degrees, by
state agencies.

     The Company believes that its facilities are in substantial compliance with
all applicable regulatory requirements. In the ordinary course of business,
however, a facility could be cited for a deficiency. No governmental actions are
currently pending at any of the Company's facilities.

     If the Company receives revenues under the Medicaid Waiver Program, it
would be subject to Medicaid fraud and abuse laws, which prohibit any bribe,
kickback, or remuneration of any kind in return for the referral of Medicaid
patients or to induce the purchasing, leasing, ordering or arranging of any
goods or services to be paid for by Medicaid. Violations of these laws may
result in civil and criminal penalties and exclusions from participation in the
Medicaid program. The Inspector General of the Federal Department of Health and
Human Services has issued "safe harbor" regulations specifying certain business
practices which are exempt from the sanctions under the fraud and abuse law. The
State of Florida has laws that prohibit certain direct or indirect payments or
fee-splitting arrangements between healthcare providers if such arrangements are
designed to induce or encourage the referral of patients to a

                                      -4-
<PAGE>

particular provider. The management of the Company is not aware of any Company
agreements or arrangements that are subject to the Medicaid fraud and abuse
laws.

Employees

     The Company currently employs approximately 175 persons, four of whom work
at its corporate office. The Company has entered into an agreement with a
contract human resource service for the leasing of most of its employees. The
service company is responsible for all payroll functions and for the payment of
taxes and wages for the leased employees. The Company pays the service a monthly
lease fee equal to the Company's total gross payroll plus a fixed fee based on
the number of employees. None of the Company's employees is represented by a
labor union.

     A significant risk for the Company is its ability to attract and retain
qualified employees, particularly at the Company's facilities. The Company has
historically experienced a high level of turnover among its hourly employees.

ITEM 2. DESCRIPTION OF PROPERTIES

     The Company presently owns no assisted living facilities and leases 8
assisted living facilities from Health Care REIT, Inc. ("HCRI").

     As described under "Item 3. Legal Proceedings - Settlement of the Health
Care REIT Lease Termination Litigation," the Company entered into a settlement
agreement with HCRI for a lease of all eight facilities from HCRI, which lease
initially expired on January 31, 2000, subject to further extension to April 30,
2000. The property subject to the new lease is all eight facilities operated by
the Company (collectively the "Leased Property"). The Company and HCRI have
since agreed to two lease extensions, and the HCRI lease presently expires on
September 30, 2001. If the Company is unable to raise the financing to exercise
its option to purchase the Leased Property by September 30, 2001 (or December
31, 2001, if the extension terms are satisfied), and if HCRI does not agree to a
further extension of the lease term, the lease for all eight facilities will
terminate and the Company will cease operations. Additionally, the HCRI lease
provides that it may be terminated by HCRI upon 48-hours notice if the Company
defaults in the performance of any of its obligations under the Letter Agreement
referred to in Item 3 or the lease.

     The HCRI lease requires currently monthly rental payments of $89,265, which
increases to $90,576 effective August 1, 2001. To extend the HCRI lease an
additional 90 days beyond September 30, 2001, the Company is required to pay a
lease extension fee to HCRI of $72,950, in addition to continuing compliance
with all other terms of the lease.

     The Company's obligations under the HCRI lease are presently secured by a
bank letter of credit procured by the Company in the principal amount of
$108,000, which letter of credit may be drawn upon by HCRI in various
circumstances. Additionally, Robert C. Lohr, the Chief Executive Officer of the
Company, and Peridot Enterprises, Inc., a company controlled by Mr. Lohr, have
guaranteed $92,417 of the Company's obligations to HCRI under the HCRI lease.
The Company has not made any payments to Mr. Lohr or Peridot in exchange for
that limited guaranty of the HCRI lease.

     Certain matters relating to the lease with HCRI are described below under
"Item 3 - Legal Proceedings" and in Note 6 of the Notes to Consolidated
Financial Statements included in this report.

                                      -5-
<PAGE>

     The Company leases the following real property from HCRI under the lease
generally described above: The following table sets forth the average unit
occupancy for these facilities for the nine months ended December 31, 1999, and
the year ended December 31, 2000. These eight facilities had average unit
occupancy for the month of December 2000 of 89.5%.

<TABLE>
<CAPTION>

                                 Date                Licensed       Average Unit Occupancy(1)
Name/Location                   Opened     Units      Beds(1)         Period Ended Dec. 31,
-------------                   ------     -----    -----------       ---------------------
                                                                    1999(2)             2000
                                                                    ----                ----
<S>                              <C>          <C>        <C>        <C>                 <C>
Shaw's Point                     12/87        16         16         84.4%               84.5%
Bradenton, Florida

Village Green                     1/89        16         20        105.9(3)             85.9
Bradenton, Florida

Twin Oaks - Acacia                7/96        18         20         84.5                85.8
Bradenton, Florida

Twin Oaks - Bougainvillea        12/96        18         20         90.3                97.2
Bradenton, Florida

Haines City                      11/98        42         45         36.7                59.0
Haines City, Florida

Lake Wales                       11/98        42         45         74.2                90.0
Lake Wales, Florida

Charis Centre                     4/96        31         36         88.6                95.3
Leesburg, Florida

Orange City                       6/98        42         45         80.8                84.6
                                             ---        ---         ----                ----
Orange City, Florida

Company Total                                225        247         75.5                83.5

</TABLE>

---------------
(1)  Because substantially all of the Company's residents and prospective
     residents demand private rooms, the functional maximum occupancy of the
     Company's facilities is limited by the number of total units and not the
     number of licensed beds (which is normally greater than the total units).
     Accordingly, the increasing industry standard is to report occupancy on the
     basis of total units rather than licensed beds. The average unit occupancy
     shown for the periods indicated is based on the average occupied units as a
     percentage of the total units.

(2)  Computed for the nine months ended December 31, 1999, because the
     management team headed by Mr. Lohr acquired operational control of the
     Company on April 1, 1999.

(3)  Occupancy for Village Green for the last nine months of 1999 was greater
     than 100% because a portion of the units had double occupancy for a part of
     the year. As discussed in note 1 above, the Company computes average
     occupancy on the basis of total units rather than total licensed beds.

                                      -6-
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

     A. Settlement of the Health Care REIT Lease Termination Litigation.

     As the Company previously reported, in March 1999, the Company received
from Health Care REIT, Inc. Notices of Termination of its then existing Lease
Agreements with HCRI for all eight facilities operated by the Company. By Letter
Agreement dated April 16, 1999, the Company and HCRI reached a settlement of all
pending disputes between them, which went into effect on April 30, 1999. The
Letter Agreement provided in pertinent respects for the following:

     1. The parties entered into a stipulated Judgment Entry in each of the
actions pending in Florida, in which the court specifically found that the
leases between the parties were true leases, that the leases were not a
financing lease or a mortgage, that the Company did not have an option to
purchase, that the Company did not have any type of ownership interest in any of
the leased property, that the Company was in default of the leases, and that
HCRI had the right to, and properly did, terminate the leases without prior
notice to the Company. The stipulated Judgment Entry also provided that, if the
Company defaults under the new lease referred to below, HCRI may provide notice
of the default to the Company by facsimile, during the hours of 9:00 a.m. - 5:00
p.m. Monday through Friday, and, if the default is not cured within 48 hours,
not including weekends, the court, upon the filing of an affidavit by a
representative of HCRI stating that a default has occurred and the 48 hour cure
period has expired without the cure being effectuated, will issue an immediate
order evicting the Company without any other prior notice to the Company.

     2. The Company and HCRI entered into a new single lease for an initial term
of nine months, which initial term expired on January 31, 2000. The Leased
Property subject to the new lease is all eight facilities operated by the
Company. See "Item 2 - Description of Properties" for a description of the
Leased Property and the terms of the HCRI lease, as amended to date.

     3. HCRI previously drew on the letters of credit issued on behalf of the
Company in the amount of $521,019. The amount necessary to be paid by the
Company for rent and other expenses through April 1999 was $516,894, which was
fully offset by the amounts drawn by HCRI on the letters of credit. In addition,
the Company agreed to pay to HCRI a total of $200,000 to compensate HCRI for the
attorneys' fees and expenses incurred by HCRI in enforcing its remedies under
the leases. The Company paid $150,000 of this amount to HCRI by September 1999.
If the Company purchases the Leased Property, it will pay to HCRI all remaining
amounts still owed for HCRI's attorneys' fees and expenses, up to a total of
$200,000.

     4. The Company agreed to deliver a new letter of credit to HCRI, which can
be drawn upon by HCRI if certain operating benchmarks are not met. The Company
and HCRI have revised the benchmarks from time to time in light of the Company's
actual results of operations. The letter of credit is presently in the amount of
$108,000, as security for the payment of rent under the new lease and to insure
that the Company will, upon termination or expiration of the lease, fulfill its
promise to surrender immediately the Leased Property without resistance, not
file bankruptcy, and take all necessary actions to assist in the transfer of the
Leased Property to HCRI or its designee. Failure to do any of the above, will
allow HCRI to immediately draw the entire amount of the letter of credit.

     5. Unless the new lease has been terminated or the Company is in default of
any term of the lease, the Company will have the right to purchase the Leased
Property at any time during the lease term but this right will automatically
expire at the end of the lease term. If the Company is going to exercise this
right to purchase, the Company must purchase all of the Leased Property from
HCRI. The

                                      -7-
<PAGE>

approximate total cost to the Company to exercise this purchase option is
$11,500,000. This amount includes approximately $10,700,000 as purchase price
for the Leased Property plus the payment of various other items to HCRI
described above that remain unpaid as of the purchase date for the Leased
Property. If, during the lease term, the Company delivers to HCRI a binding
commitment letter for the financing of the Company's purchase of the Leased
Property from a lender acceptable to HCRI ("Commitment Letter"), the Company
will be allowed to extend the lease term up to three months (to December 31,
2001) to allow for the consummation of the purchase of the Leased Property. The
Company will not have the right to purchase the Leased Property if it is in
default of the lease or if the lease has expired or terminated. If HCRI has not
received a Commitment Letter from the Company during the initial lease term, as
extended to date, the Company will have no right to purchase the Leased Property
after the expiration of the initial lease term, as extended to date. The right
to purchase the Leased Property will immediately, and automatically, be
forfeited upon the termination or expiration of the lease.

     The settlement with HCRI was effective April 30, 1999. As of the date of
the filing of this report, the Company believes that it is in compliance with
all financial and other obligations to HCRI under the Letter Agreement and the
HCRI lease.

     As stated repeatedly in the Letter Agreement, any default by the Company in
virtually any of its financial or nonfinancial obligations under the Letter
Agreement or the new lease will result in termination of the new lease for all
eight facilities upon 48 hours facsimile notice by HCRI. If that were to occur,
the Company would have no operating assets and no prospects for continued
operations.

     B. Settlement of the Contractor Litigation.

     At the time the Company was negotiating with HCRI, the Company was also
involved in litigation with the general contractor for its Lake Wales and Haines
City, Florida facilities, which facilities had been financed by HCRI. At the
time of the closing of the Letter Agreement with HCRI, this litigation was
unsettled. The Company has since reached a settlement with the contractor. As
part of the settlement, the Company paid the contractor $200,000, agreed to pay
the contractor $19,200 per month for the next nine months (all of which has been
paid), and agreed to pay the contractor an additional $252,000 on May 1, 2000.
The Company and the contractor have since agreed to extend the payment of the
final $252,000. Presently, the Company is paying the contractor approximately
$15,000 per month, with one final payment of less than $50,000 due in August
2001. Under the Company's Letter Agreement with HCRI, the Company must, prior to
or at the time of closing on its purchase of the Leased Property, pay all
amounts owed to the contractor under this settlement.

     C. Settlement of Desrosiers Claims.

     In 1996, certain persons (collectively, the "Desrosiers") filed a suit
against the Company alleging certain securities violations by the Company in
connection with sales of common stock to the Desrosiers. The matter was settled
in 1997. Pursuant to the terms of the settlement, the Company granted to the
Desrosiers an option to purchase 50,000 shares of common stock for a purchase
price of $2.00 per share. In addition, pursuant to the terms of the settlement,
among other rights, the Desrosiers had the right to sell to the Company and the
Company had the obligation to purchase all shares of common stock owned by the
Desrosiers at the time of the settlement (244,000 shares, plus the 50,000 option
shares) for $4.00 per share (the "Put").

     In 1999, the Desrosiers advised the Company that they intended to purchase
the additional 50,000 shares and to simultaneously exercise the Put with respect
to all 294,000 shares. At that time, the

                                      -8-
<PAGE>

Company had no ability to honor the Put, which would have required approximately
$1,050,000 in cash. In September 1999, the Desrosiers agreed not to purchase the
additional 50,000 shares or to exercise the Put with respect to any shares, and
in exchange the Company issued to the Desrosiers an aggregate of 2,452,678
additional shares of common stock of the Company. The trading price of the
common stock at the time of the September 1999 settlement with the Desrosiers
was in the range of $0.53 - $0.625 per share, on relatively low volume.

     D. Other Litigation and Claims.

     An action was filed against two subsidiaries of the Company in May 1999 in
the Circuit Court in Manatee County, Florida alleging negligent care of a
resident resulting in cuts, bruises and a fractured hip (which allegedly
resulted in the resident's death) from November 1996 through June 1998. The
complaint also alleges violations of certain Florida statutes regarding the
rights of residents in long-term care facilities. The complaint also names as a
defendant the National Foundation on Gerontology, Inc. (the "Foundation"), a
Florida nonprofit corporation. During the period in question, the facility at
which the alleged acts occurred was owned by the Foundation and was managed by
the Company under a management agreement. The management agreement was
terminated in February 1998. The insurer for the Company and the National
Foundation on Gerontology, Inc. (which is the same insurer) has reached a
settlement of this matter with the plaintiff.

     An action was recently filed against the Company involving alleged
negligent care of a resident at a facility owned by the Foundation. The Company
believes that the allegedly negligent care occurred at the Foundation well after
the Company's management agreement with the Foundation for that facility was
terminated. The Company believes that its insurer will assume the defense of
this matter, and hopes to be dismissed from this matter as soon as the Company
is able to establish that it had no management responsibilities for the
Foundation's facility when the allegedly negligent acts occurred.

     Additionally, various vendors to the Company have threatened lawsuits
against the Company in the past six months due to late payments on their
invoices. In each instance, the Company is disputing the amount owed.

     Except as described above, there presently is no other litigation pending,
or to the knowledge of management, threatened against the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company did not hold an Annual Meeting of its shareholders in calendar
year 2000.

                                      -9-
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS PRICE RANGE OF
        COMMON STOCK

     The Company's common stock trades on OTC bulletin board under the symbol
"JLHC." The following is the range of high and low sales prices for the
Company's common stock for the last two calendar years.

                                                  High          Low

           1999

                  First Quarter                  $0.531       $0.188
                  Second Quarter                  2.063        0.188
                  Third Quarter                   0.813        0.531
                  Fourth Quarter                  0.844        0.250

           2000

                  First Quarter                  $0.750       $0.063
                  Second Quarter                  0.500        0.200
                  Third Quarter                   0.450        0.200
                  Fourth Quarter                  0.200        0.109

     On April 5, 2001, the closing sale price of the Company's common stock was
$0.08 per share. The above quotations reflect inter-dealer quotations, without
retail mark-up, mark-down or commission, and may not represent actual
transactions.

     As of April 10, 2001, the Company had approximately 500 record and
beneficial holders of the Company's common stock. The Company has not paid any
dividends on its common stock since its inception and does not anticipate paying
any dividends on its common stock in the foreseeable future. The Company
currently plans to retain earnings, if any, to finance its business operations.

     During the last three calendar years, the Company has sold securities
without registering the sales under the Securities Act of 1933 in the following
transactions:

     (1) Robert C. Lohr, who now serves as the Chairman of the Board and Chief
Executive Officer of the Company, and a group of investors assembled by him
invested $1,000,000 in the Company in exchange for 2,920,000 shares of common
stock.

     (2) The Company issued a $150,000 convertible debenture fall 1999 to an
unrelated party, which debenture bears interest at 13% per annum, matures on
October 1, 2001, and is convertible into shares of common stock of the Company
for one-half of the principal amount thereof at the option of the debenture
holder at a price equal to either (a) the stock price on the date of issuance of
the debenture, or (b) $0.28 per share, or (c) a price at which the common stock
closed on any day in the 30 days preceding the conversion.

     (3) In January 2000, the Company issued another $150,000 principal amount
of convertible debentures on the same terms to three directors (or their
affiliates). In 2000, one half of the principal

                                      -10-
<PAGE>

amount of two debentures ($65,000 in the aggregate) was converted into 1,083,333
shares of common stock by two directors (or their affiliates) at a conversion
price of $0.06 per share.

     (4) In December 2000 and January 2001, the Company issued an aggregate of
1,768,182 shares of common stock at $0.11 per share in a limited offering to
accredited investors, for gross proceeds of $194,500 to provide additional
working capital for the Company and particularly to pay anticipated loan
origination costs for possible financing proposals for the Company.

     Each of these transactions was made in reliance on exemptions from
registration for offers and sales to only a limited number of sophisticated
investors as provided in Section 4(2) of the Securities Act and Rules 504, 505
and 506 of Regulation D. The above list does not include common stock and
warrants to purchase common stock issued to settle the Desrosiers claims
described in Item 3 or to obtain extensions of the HCRI lease, as described in
Note 6 of the Notes to Consolidated Financial Statements.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     This discussion and analysis contains both historical and forward-looking
information. The forward-looking statements may be significantly affected by
risks and uncertainties and are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. There can be no assurance
that anticipated future results will be achieved. Readers are cautioned that a
number of factors, which are described in this report and below, could adversely
affect the Company's ability to obtain these results, including the Company's
ability to either obtain the financing necessary to exercise the Company's
option to purchase the Leased Property from HCRI, as described above, or secure
lease extensions. If the Company is unable to obtain the financing to exercise
its purchase option, and the lease is not further extended by HCRI beyond its
current expiration date (including options to extend) of December 30, 2001, the
lease for all eight facilities will terminate and the Company will cease
operations. The HCRI lease may be terminated by HCRI upon 48-hours notice if the
Company defaults in the performance of any of its obligations under the lease or
the Letter Agreement. Additionally, the Company's future performance will be
affected by, among other things, (1) its ability to generate sufficient cash
flow from operations to meet its operating and other expenses, (2) the
availability of financing for future cash needs of the Company if cash flow from
operations is not sufficient, (3) the ability to increase and maintain occupancy
in its current (and any future new) facilities, (4) its ability to obtain and
maintain liability insurance for the operation of its facilities, which
liability insurance is becoming increasingly difficult to obtain and more
expensive even if available to all long-term care facilities in Florida, (5) the
ability to avoid any significant claims for negligent care (including resolution
of the one current claim), (6) the ability to attract qualified personnel and to
pass on the increasing wage and benefit costs of employees to residents, and (7)
the availability of long-term financing for the development or acquisition of
new facilities (if the Company were to resume or initiate
development/acquisition projects).

Overview

     The Company's revenues consist primarily of rental of residences in
assisted living facilities. Resident rental rates are reviewed periodically and
adjustments, if any, are based on changes in the Company's operating costs or as
market conditions dictate. The level of service provided to each resident is
also reviewed on a continuous basis to determine whether individual needs have
changed, which require an adjustment of services and, therefore, rates. The
Company's expenses for facilities include (i) residence operating expenses, such
as staff payroll, food, utilities, insurance, property taxes, and other direct
residence operating expenses and (ii) rental expense for the leased facilities.
General

                                      -11-
<PAGE>

and administrative expenses consisting of marketing, legal, accounting and other
administrative expenses are incurred for the operation of the leased facilities.

Results of Operations

     The Company incurred a net loss for 2000 of $829,000, compared to net
losses of $1,836,000 in 1999 and $4,105,000 in 1998. The significant improvement
in the net losses for this three year period is due to (1) increased assisted
living revenues, (2) substantial reductions in operating expenses in 2000 and
1999, and (3) substantial non-operating expenses in 1998, which have not
recurred in 2000, each as described below. The Company had a 23% increase in
assisted living revenues for 2000 to $3,712,000, compared to $3,007,000 in 1999.
The increase in assisted living revenues is largely attributed to the overall
increase in census, from an occupancy rate of 75.5% in the month of December
1999 to 89.5% for the month of December 2000. The companion care division of the
Company was sold on December 31, 1999, to allow the Company to focus solely on
assisted living care within its leased facilities. Accordingly, the Company had
no companion care revenue in 2000, compared to $647,000 of companion care
revenue in 1999.

     While the Company's occupancy and assisted living revenues increased in
2000, its operating expenses decreased slightly in 2000 compared to 1999. The
Company's assisted living expenses (before lease expense) were $2,771,000 in
2000, compared to $2,893,000 in 1999. The Company was able to serve the higher
occupancy at its facilities in 2000 without additional operating expenses
because many of its facility-level operating expenses are fixed costs that do
not increase significantly with slightly higher occupancy. For example, the
staffing levels of the Company's facilities were not directly affected by the
change in occupancy from 75.5% in December 1999 to 89.5% in December 2000.
Accordingly, the key to the operating profitability of the Company is
maintaining higher occupancy of its facilities.

     The Company's total operating expenses in 2000 were $4,400,000, down
$1,039,000 (or 19%) from 1999 operating expenses of $5,439,000. This decrease
was due primarily to the elimination of $650,000 in companion care operations
expense in 2000 with the sale of that division effective December 31, 1999, the
lack of any increase in assisted living expense (as described in the preceding
paragraph) and a $468,000 decrease in general and administrative expense.
General and administrative expense was cut dramatically in 2000 due to the
relocation of the Company's offices from Florida to Pittsburgh (where the
Company shares space and certain personnel with other companies controlled by
the Company's CEO). The Company does not anticipate any further meaningful
reductions in general and administrative expenses in 2001. The 2000 operating
expenses included a $186,000 noncash charge for the issuance of common stock to
HCRI in connection with an extension of the HCRI lease.

Liquidity and Capital Resources

     As described above under "Item 3. Legal Proceedings," the Company entered
into a settlement agreement with HCRI relating to former leases and executed a
new lease with HCRI for all eight facilities, which lease initially expired on
January 31, 2000. The Company and HCRI have agreed to various extensions of the
lease, presently to September 30, 2001, subject to a 90 day renewal option, as
described in Item 2 above. The Company estimates that the option exercise price,
including associated expenses, will be approximately $11,500,000. If the Company
is unable to raise the financing to exercise its purchase option and if HCRI
does not grant further lease extensions, the lease for all eight facilities will
be terminated and the Company will cease operations. Additionally, the Letter
Agreement with HCRI and the lease provide that they may be terminated upon
48-hours notice if the Company defaults in the performance of any of its
obligations under the Letter Agreement or the lease. As of the date of the

                                      -12-
<PAGE>

filing of this report, the Company believes that it is in compliance with all
financial and other obligations to HCRI under the Letter Agreement and the HCRI
lease.

     The Company is pursuing a financing for the Company with the representative
of several institutional lenders. The current discussions involve bridge
financing to be converted to permanent debt, although the final form of the
financing, if completed at all, cannot be predicted at this time. If the Company
is unable to acquire necessary financing to acquire the Leased Property and if
HCRI does not grant further lease extensions, the HCRI lease will terminate and
Company operations will cease.

     In addition to the critical need for long-term financing to purchase the
Leased Facilities from HCRI under the HCRI lease described above, the Company
has required additional cash infusions in 1999 and 2000 to meet certain
obligations of the Company. The capital infusions in the Company in the last two
years are described below. As recently as January 2001, however, the Company
borrowed an additional $75,000 from HCRI to pay a portion of the property taxes
on its leased facilities. The Company is current in all of its financial
obligations to HCRI under the lease and is current in its settlement payments to
the general contractor that constructed the last two facilities for the Company.

     At the time of the filing of this report, the Company is, for the first
time in many years, able to meet its operating cash needs from the cash flow
generated by its facilities. The current cash flow of the Company is not,
however, sufficient to cover certain non-operating expenses or unanticipated
expenses. These cash expenses include (1) the up-front financing fees charged by
institutional investors before they will evaluate a loan to or investment in the
Company, and (2) the ongoing settlement payments to the general contractor that
constructed the last two facilities for the Company. At the time current
management acquired effective control of the Company, the Company was indebted
to that contractor for amounts in excess of $600,000. Under the settlement
agreement with that contractor, the Company is paying $15,000 per month, with
one final payment of approximately $50,000 due in September 2001. Additionally,
in the last 12 months, certain unexpected expenses have been incurred, which
expenses have not been met by the Company's cash flow from operations.

     The current break-even operating cash flow of the Company is an extremely
recent event for the Company, and there can be no assurance that the situation
will continue. Cash flow is directly related to the occupancy at the facilities
and the operating costs of those facilities. Management of the Company does not
believe that there remain many, if any, opportunities to reduce further the
operating costs of the Company's facilities. Operating cash flow for the
Company's existing facilities will improve only if (1) occupancy at the
facilities improves, or (2) rates at the facilities are increased faster than
increases in operating expenses. Operating cash flow has been favorably affected
by certain loans that have been made by Peridot Enterprises, Inc. to the
Company, and certain administrative services that have been provided by Peridot
to the Company without interest charge or service fees. Peridot is under no
obligation to provide any services or loans to the Company, and one of the
Company's objectives is to be able to pay fair value for any services (including
loans) provided by Peridot in the future.

     In calendar years 1999 and 2000, the Company obtained the following debt
and equity financings (in addition to the issuances of common stock to settle
certain claims, as described elsewhere in this report).

     (1) Robert C. Lohr, who now serves as the Chairman of the Board and Chief
Executive Officer of the Company, and a group of investors assembled by him
invested $1,000,000 in the Company in exchange for 2,920,000 shares of common
stock. The commitment to make this investment was made in April 1999 in
conjunction with the settlement of the HCRI litigation threatening termination
of the HCRI leases. The Company used the proceeds of this stock sale to fund
certain expenses associated with

                                      -13-
<PAGE>

the settlement with HCRI, to fund the settlement of other unpaid obligations and
contractual disputes as of April 1999, and to fund the operations of the Company
in 1999.

     (2) The Company issued a $150,000 convertible debenture to an unrelated
party, which debenture bears interest at 13% per annum, matures on October 1,
2001, and is convertible into shares of common stock of the Company for one-half
of the principal amount thereof at the option of the debenture holder at a price
equal to either (a) the stock price on the date of issuance of the debenture, or
(b) $0.28 per share, or (c) a price at which the common stock closed on any day
in the 30 days preceding the conversion.

     (3) In January 2000, the Company issued another $150,000 principal amount
of convertible debentures on the same terms to three directors (or their
affiliates). In 2000, one half of the principal amount of two debentures
($65,000 in the aggregate) was converted into 1,083,333 shares of common stock
by two directors (or their affiliates) at a conversion price of $0.06 per share.

     (4) In December 2000 and January 2001, the Company issued an aggregate of
1,768,182 shares of common stock at $0.11 per share in a limited offering to
accredited investors, for gross proceeds of $194,500 to provide additional
working capital for the Company and particularly to pay anticipated loan
origination costs for possible financing proposals for the Company.

     In addition, a portion of the losses incurred by the Company during 1999
and 2000 were funded through the proceeds from the sale of certain assets.

ITEM 7. FINANCIAL STATEMENTS

     The following financial statements are contained on pages F-1 through F-17
of this report:

     Report of Independent Accountants
     Consolidated Balance Sheet - December 31, 2000
     Consolidated Statements of Operations - Years Ended December 31, 2000 and
     1999
     Consolidated Statements of Stockholders' Deficit - Years Ended December 31,
     2000 and 1999
     Consolidated Statements of Cash Flows - Years Ended December 31, 2000 and
     1999
     Notes to Consolidated Financial Statements

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None.

                                      -14-
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

     The name, age and position of each director and executive officer of the
Company is as follows:

<TABLE>
<CAPTION>

Director and Executive Officers      Age         Positions and Offices Held
-------------------------------      ---         --------------------------
<S>                                   <C>        <C>
Robert C. Lohr                        54         Chairman of the Board and Chief Executive Officer

Bruce C. Baldwin                      55         Director

Ronald O. Braun                       57         Director

Elizabeth A. Conard                   62         Executive Vice President, Secretary and Director

Michael W. Monahan, CPA               46         Director

Joseph J. Nichols, CPA                61         Director

Isidore Siegel                        82         Director

Raymond G. Smith                      58         Director

</TABLE>

     Robert C. Lohr became Chairman of the Board and Chief Executive Officer of
the Company effective April 30, 1999. Mr. Lohr was elected to those positions as
part of the commitment by Peridot Enterprises, Inc. ("Peridot Enterprises"), a
company controlled by Mr. Lohr, to invest up to $1,000,000 in the Company. Mr.
Lohr's first assisted living business was started in a nursing facility in 1980.
Since then Mr. Lohr has been involved in the operations of more than 40 assisted
living residences and has opened newly-constructed facilities and facilities
that were renovations of vacant schools, convents, private homes and historic
hotels. Mr. Lohr founded Peridot Enterprises in 1991 to own, operate and consult
in long-term care. Peridot Enterprises currently owns one nursing facility in
Pennsylvania and five assisted living residences in Florida, in addition to its
investment in Just Like Home. Mr. Lohr holds a Bachelor of Science degree from
Slippery Rock University and a Master of Science degree and additional
certifications from Duquesne University, and he is a licensed nursing home
administrator (NHA). He has served three terms as the president of the
Pennsylvania Health Care Association and is currently the chairman of the
National Center for Assisted Living, the assisted living section of the American
Health Care Association. He has been a featured speaker at various seminars
across the country; and, most recently, he testified on behalf of the assisted
living industry before the U.S. Senate's Subcommittee on Aging.

     Bruce C. Baldwin became a director of the Company in May 1999 with the
election of Mr. Lohr to the Board. Mr. Baldwin is the President and Chief
Executive Officer of Baldwin, Thomas and Associates, Inc., a health care
management company, which owns three skilled nursing homes in Florida. His past
experience includes Director of Operations for United Health Services, Inc.,
hospital administrator at the University of Virginia Medical Center, and nursing
home administrator in the states of Florida and Virginia. Mr. Baldwin has also
been active in the Florida Health Care Association and the

                                      -15-
<PAGE>

American Health Care Association since 1980. He holds a Bachelor of Arts Degree
from Randolph-Macon College and a Masters Degree in Hospital and Health Care
Administration from the Medical College of Virginia.

     Ronald O. Braun became a director of the Company in April 1997. Mr. Braun
is an investment banker with Stern Brothers & Co., St. Louis, Missouri. Until
March 2001, Mr. Braun was an investment banker with U.S. Bancorp Piper Jaffray
Inc., where he specialized in health care finance with an emphasis on long-term
care projects for not-for-profit and proprietary clients. Prior to joining U.S.
Bancorp Piper Jaffray Inc., Mr. Braun was a corporate Vice President of A.G.
Edwards & Sons, Inc. for approximately eight years, where he concentrated
primarily in the long-term care sector of the health care industry. Earlier in
his career, he spent over seven years in health care administration as a vice
president of a 332-bed hospital.

     Elizabeth A. Conard has served as a director of the Company since it was
organized. Ms. Conard served as President and Chief Operating Officer of the
Company and its various subsidiaries from the dates they were formed until April
10, 1997. Since that date, Ms. Conard has served as an Executive Vice President
of the Company and continues as the corporate Secretary and a director of the
Company. Mrs. Conard has over 20 years experience in the ownership and operation
of retirement communities, including independent and congregate facilities,
assisted living, dementia units and nursing homes. Mrs. Conard serves on the
Florida Health Care Association Board of Directors and has served four years as
the state Assisted Living Vice Chairman. She was the Assisted Living Vice
Chairman of the American Health Care Association's National Center for Assisted
Living for the past two years. Mrs. Conard conducts seminars and workshops and
is a frequent speaker at state and national conventions in Assisted Living.

     Michael W. Monahan, CPA, served as Treasurer and Chief Financial Officer of
the Company from April 1997 until August 1998. From July 1996 to August 1998,
Mr. Monahan was also Treasurer and Chief Financial Officer of Community Assisted
Living Centers, Inc., which the Company acquired by merger on April 10, 1997.
Prior to joining Community Assisted Living Centers, Inc., Mr. Monahan had been
engaged in public accounting, including serving as senior audit manager with a
Big 6 firm, a partner in a smaller regional firm, and a shareholder in a
Sarasota-area firm. Mr. Monahan resigned as the Treasurer and Chief Financial
Officer of the Company in August 1998, at which time he returned to private
practice in his own CPA firm. In May 1999, Mr. Monahan was elected to the Board
of Directors as part of the investment in the Company by Mr. Lohr and his
affiliates, and Mr. Monahan continues to work with the Company on a consulting
basis in connection with certain ongoing financial and reporting matters and as
agreed to on special projects.

     Joseph J. Nichols, CPA, became a director in November 1999. Mr. Nichols
graduated from Siena College with a B.A. in Accounting. From 1960-1978 he was in
public accounting and became a partner in an accounting firm that specialized in
health care. In 1978, Mr. Nichols purchased a 50% interest in Hallmark Nursing
Centre, Inc., a seven-facility chain of nursing homes in New York State. He is
currently the Vice President and Treasurer of that corporation. He is a Past
President of the New York State Health Facilities Association, a past member of
the Executive Committee and Past Chairman of the Payment Committee. He remains
very active in all state association matters. He was also a Past Chairman of the
American Health Care Association's Payment Committee and has served on several
committees.

     Isidore Siegel is a retired attorney. Mr. Siegel was named Acting Chief
Executive Officer and Chairman of the Board effective March 25, 1999, when
Daniel D. Levitan resigned as Chairman of the

                                      -16-
<PAGE>

Board and Chief Executive Officer of the Company, and Darryl R. Callahan
resigned as President of the Company. Mr. Levitan assumed the positions of
Chairman of the Board and CEO of the Company effective September 28, 1998, in
anticipation of an equity investment in the Company by an investor group led by
Mr. Levitan. Neither Mr. Levitan nor any group associated with him ever made an
equity investment in the Company. Effective April 30, 1999, Mr. Siegel stepped
aside as Acting Chief Executive Officer and Chairman of the Board. Mr. Siegel
has served as a member of the Board of Directors since 1995. Until July, 1990,
Mr. Siegel was a senior partner with the law firm of Siegel & Godt in Garden
City, New York. Until June, 1994, Mr. Siegel served as corporate secretary of
Weldotron Corporation, an AMEX listed company engaged in the manufacture and
sale of stretch and shrink packaging machinery. Mr. Siegel also served as a
director of that company until April, 1993. At various times, Mr. Siegel has
also been a developer, owner and operator of nursing homes. During the late
1960s, Mr. Siegel developed and owned two nursing homes, and from the mid-1970s
to 1990, Mr. Siegel developed, owned and operated two other nursing homes. Mr.
Siegel is currently a part owner in three nursing home facilities.

     Raymond G. Smith became a director of the Company in May 1999 with the
election of Mr. Lohr to the Board. Mr. Smith served as Vice President and
General Manager of Ranbar Electrical Materials, Inc. from 1995 until his
retirement in December 2000, where he was responsible for all facets of managing
this specialty chemical company. His career encompasses more than 25 years of
experience in a variety of business enterprises, including as an executive with
Westinghouse Electric Corporation, and management responsibility in
manufacturing, marketing/sales, strategic planning quality and technology. Mr.
Smith received his BA in Economics from UCLA and his MBA from the University of
Pittsburgh.

ITEM 10. EXECUTIVE COMPENSATION

     The following table sets forth the cash and other compensation paid in
1998, 1999 and 2000 to the Chief Executive Officers of the Company during those
three years. No other executive officer of the Company earned in excess of
$100,000 in 1998, 1999 or 2000.

                           Summary Compensation Table

<TABLE>
<CAPTION>

                                                           Annual Compensation
                                                                      Other Annual       All Other
Name and Principal Position             Year     Salary     Bonus     Compensation     Compensation
---------------------------             ----     ------     -----     ------------     ------------
<S>           <C>                       <C>     <C>           <C>           <C>             <C>
Robert C. Lohr(1)                       2000    $80,000      -0-           -0-             -0-
   Chief Executive Officer              1999    $53,333      -0-           -0-             -0-
Daniel D. Levitan(2)                    1998     36,000      -0-           -0-             -0-
John F. Robenalt                        1998     59,731      -0-           -0-             -0-

</TABLE>

---------------
(1)  Mr. Lohr became Chief Executive Officer of the Company effective April 30,
     1999. In calendar year 1999, Mr. Lohr received salary based on annual
     compensation of $80,000, which was unchanged in calendar year 2000.

(2)  Mr. Levitan replaced Mr. Robenalt as Chief Executive Officer of the Company
     in September 1998.

     No stock options, stock appreciation rights or similar stock-based benefits
were granted or issued to any of the named persons in 1997, 1998 or 1999, and no
executive officer of the Company, including

                                      -17-
<PAGE>

the named persons, presently holds any stock options or stock appreciation
rights or similar stock-based compensation arrangements.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of April 10, 2001, certain information
with regard to the beneficial ownership of the common stock by (i) all persons
known by the Company to be the beneficial owners of more than 5% of the
outstanding common stock; (ii) each director and nominee for director of the
Company; (iii) each executive officer named in the Summary Compensation Table in
Item 10; and (iv) all directors and executive officers of the Company as a
group. Unless otherwise indicated, all shares shown in the table below are held
with sole voting and investment power by the person indicated.

<TABLE>
<CAPTION>

                                                                      Total        Percent
                                                                    Beneficial        of
Name of Beneficial Owner                                            Ownership       Class
------------------------                                            ---------       -----
<S>                                                                <C>               <C>
Robert C. Lohr..................................................   3,815,200(1)      24.2
Elizabeth A. Conard.............................................   2,475,000(2)      15.7
Ronald O. Braun.................................................     458,333          2.9
Isidore Siegel..................................................     110,990(3)         *
Michael W. Monahan..............................................      42,500            *
Bruce C. Baldwin................................................     331,457          2.1
Raymond G. Smith................................................     116,800            *
Joseph J. Nichols...............................................     400,286          2.5
Joann Desrosiers................................................   3,579,042(4)      22.7
All directors and executive officers as a group (8 persons).....   5,350,566(5)      34.0

</TABLE>

----------------
*    Less than 1%.

(1)  Includes 511,000 shares of common stock held directly by Mr. Lohr, 904,200
     shares held by Peridot Enterprises, which is controlled by Mr. Lohr, and
     2,400,000 shares over which Mr. Lohr has voting control under the voting
     agreement described below.

(2)  Of the 2,475,000 shares, 2,400,000 shares are registered in the name of Mr.
     Lohr as voting trustee under the voting agreement described below.
     Beneficial economic ownership of 1,400,000 shares is held in a family
     limited partnership, beneficial economic ownership of 1,000,000 shares is
     held in a charitable remainder trust and beneficial economic ownership of
     75,000 shares is owned individually. Ms. Conard has direct or indirect
     dispositive power over all 2,475,000 shares of common stock.

(3)  Held by a family limited partnership of which Mr. Siegel is a general
     partner. Consists of 20,000 shares of common stock and a convertible
     debenture, which is presently convertible into 90,909 shares of common
     stock. See "Item 12 - Certain Relationships and Related Transactions."

(4)  Includes shares held by various trusts for the benefit of Desrosiers family
     members, of which Ms. Desrosiers may be deemed to be the beneficial owner.

(5)  Includes 90,909 shares of common stock issuable upon the conversion of a
     convertible debenture, which is presently convertible into common stock.
     See "Item 12 - Certain Relationships and Related Transactions."

                                      -18-
<PAGE>

Voting Agreement

     By Agreement dated April 23, 1999, Mrs. Conard agreed to transfer the
2,400,000 shares of common stock of the Company held by her to Mr. Lohr as
voting trustee, thereby giving Mr. Lohr, as voting trustee, the right to vote
those shares in his sole and absolute discretion in all matters coming before a
meeting of the shareholders of the Company. The agreement with Mrs. Conard is
effective until December 31, 2004. The agreement further provides that Mrs.
Conard may sell shares of common stock subject to the agreement in accordance
with SEC Rule 144 (which contains certain limitations on the number of shares
that may be sold by Mrs. Conard in any three-month period).

     As a result of this agreement and his appointment as President and CEO of
the Company, Mr. Lohr effectively acquired control of the Company as of April
30, 1999.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In 1999, Peridot Enterprises, Inc. lent the Company $260,114 on an
unsecured basis, of which $155,114 has been repaid by the Company. No interest
was charged on this loan. The remaining balance of $105,000 was paid by the
Company by the issuance of the Company's $105,000 principal amount of
convertible debentures (the "debenture") described below. In January 2000, the
Company issued another $45,000 principal amount of convertible debentures on the
same terms to two other directors (or their affiliates), Mr. Braun and Mr.
Siegel.

     The debentures bear interest at 13% per annum, mature on October 1, 2001,
and are convertible into shares of common stock of the Company for one-half of
the principal amount thereof at the option of the debenture holder at a price
equal to either (a) the stock price on the date of issuance of the debenture, or
(b) $0.28 per share, or (c) a price at which the common stock closed on any day
in the 30 days preceding the conversion. In 2000, one half of the principal
amount of two debentures ($65,000 in the aggregate) was converted into 1,083,333
shares of common stock by two directors, Mr. Lohr and Mr. Braun, at a conversion
price of $0.06 per share.

     In 1999, the Company transferred certain land in Sarasota, Florida to Dr.
Richard Conard (the spouse of Elizabeth Conard), subject to a first mortgage in
the principal amount of $750,000, in exchange for Dr. Conard's agreement to
assume the mortgage indebtedness on that land. At the time of the transfer, the
Sarasota land was valued by the Company at approximately the mortgage note
thereon.

     From time to time since 1987, Elizabeth A. Conard has made loans to the
Company to support its operations. The Company has repaid only a portion of
those loans. At December 31, 2000, the total amount of the loans, excluding
interest, was $238,839. The loans bear interest at 10% per annum, payable
monthly and the principal is payable in installments beginning in September
1998. The Company has made no principal or interest payments on this loan since
September 1998.

     In December 2000 and January 2001, the Company issued an aggregate of
1,768,182 shares of common stock at $0.11 per share in a limited offering to
accredited investors, for gross proceeds of $194,500 to provide additional
working capital for the Company. Two directors (Messrs. Nichols and Baldwin)
participated in this offering and purchased an aggregate of 300,000 shares of
common stock for an aggregate investment of $33,000.

                                      -19-
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

     The following exhibits are filed with this Form 10-KSB or are incorporated
herein by reference.

            3(a)  Articles of Incorporation, as amended.(1)
            3(b)  Bylaws.(1)
            4     Form of Common Stock Certificate.(1)
            10(a) 1995 Incentive and Non-Qualified Stock Option Plan.(1)
            (b)   Agreement dated as of February 26, 1998, among National
                  Foundation on Gereontology, Inc., the Company and certain
                  subsidiaries of the Company (terminating the Management
                  Agreement).(2)
            (c)   Settlement Agreement dated April 10, 1997, among Just Like
                  Home, Inc., Whitaker's Landing, Inc., Joann Desrosiers, David
                  Desrosiers and Jeffrey S. Russell as Co-Personal
                  Representatives.(3)
            (d)   Stock Issuance Agreement dated as of September 20, 1999, among
                  the Company, Joann Desrosiers and various trusts for the
                  benefit of Desrosiers family members.(5)
            (e)   [Voting] Agreement dated April 23, 1999, between Elizabeth
                  Conard and Robert C. Lohr. (4)
            (f)   Letter Agreement (Settlement Agreement) with Health Care REIT,
                  Inc. effective April 30, 1999. (4)
            (g)   Lease Agreement dated as of May 1, 1999, with Health Care
                  REIT, Inc.
            (h)   First Amendment to Lease Agreement with Health Care REIT, Inc.
                  dated as of September 1, 1999.(5)
            (i)   Second Amendment to Lease Agreement with Health Care REIT,
                  Inc. dated as of September 1, 1999.(5)
            (j)   Third Amendment to Lease Agreement with Health Care REIT, Inc.
                  dated as of January 31, 2000.(5)
            (k)   Fourth Amendment to Lease Agreement with Health Care REIT,
                  Inc. dated as of May 1, 2000.(5)
            (l)   Fifth Amendment to Lease Agreement with Health Care REIT, Inc.
                  dated as of January 31, 2001.(6)
            (m)   Form of Convertible Debenture.(5)
            21    Subsidiaries of the Registrant.(6)

-------------
(1)  Incorporated by reference to the exhibit filed as part of the Company
     Registration Statement (File No. 33-910120A) ordered effective July 6,
     1995.
(2)  Incorporated by reference to the exhibit filed as part of the Company's
     Form 10-KSB for the year ended December 31, 1997, as amended.
(3)  Incorporated by reference to the exhibit filed as part of the Company's
     Form 10-QSB for the quarter ended March 31, 1997.
(4)  Incorporated by reference to the exhibit filed as part of the Company's
     Form 8-K dated April 30,1999, as amended.
(5)  Incorporated by reference to the exhibit filed as part of the Company's
     Form 10-KSB for the year ended December 31, 1999.
(6)  Filed herewith.

                                      -20-
<PAGE>

(b)  Reports on Form 8-K.

          1. Form 8-K filed March 8, 1999, reporting notice of terminating of
     all leases of assisted living facilities leased to the Company by Health
     Care REIT, Inc.

          2. Form 8-K filed April 2, 1999, reporting changes in senior
     management of the Company and status of litigation with Health Care REIT,
     Inc.

          3. Form 8-K filed June 1, 1999, as amended, reporting (i) change in
     control of the Company, whereby Mr. Lohr effectively acquired control of
     the Company, (ii) change in the Company's independent auditors to Templeton
     & Company, P.A., (iii) changes in management at the Company, and (iv)
     settlement of litigation with Health Care REIT, Inc.

                                      -21-
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                       JUST LIKE HOME, INC.

                                       By: /s/ Robert C. Lohr
                                          --------------------------------------
                                          Robert C. Lohr
                                          Chairman of the Board and Chief
                                          Executive Officer
Date: April 11, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on the 11th day of April, 2001.

        Signature                                      Title

/s/   ROBERT C. LOHR                    Chairman of the Board and Chief
      Robert C. Lohr                    Executive Officer (Principal Executive
                                        Officer, Principal Financial Officer and
                                        Principal Accounting Officer)


/s/   BRUCE C. BALDWIN                  Director
      Bruce C. Baldwin


/s/   RONALD O. BRAUN                   Director
      Ronald O. Braun


/s/   ELIZABETH A. CONARD               Executive Vice President, Secretary and
      Elizabeth A. Conard               Director


/s/   MICHAEL W. MONAHAN                Director
      Michael W. Monahan


/s/   JOSEPH J. NICHOLS                 Director
      Joseph J. Nichols


/s/   ISIDORE SIEGEL                    Director
      Isidore Siegel


/s/   RAYMOND G. SMITH                  Director
      Raymond G. Smith

                                      -22-
<PAGE>

                          ITEM 7. FINANCIAL STATEMENTS

                      JUST LIKE HOME, INC. AND SUBSIDIARIES






                   Index to Consolidated Financial Statements



                                                                         Page #
                                                                         ------

Report of independent accountants                                           F-2


Consolidated financial statements:

     Consolidated balance sheet                                             F-3

     Consolidated statements of operations                                  F-4

     Consolidated statements of stockholders' deficit                       F-5

     Consolidated statements of cash flows                            F-6 - F-7


Notes to consolidated financial statements                           F-8 - F-17

                                      F-1
<PAGE>

                        Report of Independent Accountants

Board of Directors and Stockholders
Just Like Home, Inc.

We have audited the accompanying consolidated balance sheet of Just Like Home,
Inc. and subsidiaries as of December 31, 2000 and the related consolidated
statements of operations, stockholders' deficit and cash flows for each of the
two years in the period ended December 31, 2000. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of Just Like Home, Inc.
and subsidiaries as of December 31, 2000, and the consolidated results of their
operations and their cash flows for each of the two years in the period ended
December 31, 2000, in conformity with generally accepted accounting principles.

As discussed in Note 3, the accompanying consolidated financial statements have
been prepared assuming that the Company will continue as a going concern. The
Company's recurring losses from operations, negative cash flows from operations,
working capital and stockholders' deficits, and questions regarding its ability
to negotiate extended lease terms for certain assisted living facilities or
obtain the financing needed to exercise its right to purchase the facilities
raise substantial doubt about its ability to continue as a going concern.
Management's plans as to these matters are also described in Note 3. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/  Templeton & Company, P.A.

Royal Palm Beach, Florida
April 5, 2001

                                      F-2
<PAGE>

                      JUST LIKE HOME, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                                December 31, 2000


                                     ASSETS
Current assets:
    Cash and cash equivalents                                      $     38,287
    Restricted cash                                                     120,083
    Accounts receivable                                                  27,621
    Other current assets                                                 20,553
                                                                   ------------

          Total current assets                                          206,544

Property and equipment, net                                             125,724
                                                                   ------------

              Total assets                                         $    332,268
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
    Accounts payable                                               $    426,399
    Accrued liabilities                                                 525,528
    Current portion of long-term debt                                 1,072,967
    Short-term loans payable                                             31,992
    Other current liabilities                                           294,968
                                                                   ------------

       Total current liabilities                                      2,351,854

Long-term debt, less current portion                                    175,928
                                                                   ------------

          Total liabilities                                           2,527,782
                                                                   ------------

Commitments and contingencies (Notes 3 and 6)

Stockholders' deficit:
    Preferred stock, $.01 par value;
       2,000,000 shares authorized; none issued                               -
    Common stock, $.001 par value;
       25,000,000 authorized; 15,459,976
       shares issued and outstanding                                     15,460
    Additional paid-in capital                                       11,276,357
    Accumulated deficit                                             (13,487,331)
                                                                   ------------

          Total stockholders' deficit                                (2,195,514)
                                                                   ------------

              Total liabilities and stockholders' deficit          $    332,268
                                                                   ============

See notes to consolidated financial statements.

                                      F-3
<PAGE>

                      JUST LIKE HOME, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>

                                                                            2000                 1999
                                                                            ----                 ----
<S>                                                                 <C>                  <C>
Revenue:
    Assisted living facilities resident fees                        $  3,700,947         $  3,006,799
    Companion care fees                                                        -              647,077
    Other revenue                                                              -               43,507
                                                                    ------------         ------------

       Total revenue                                                   3,700,947            3,697,383
                                                                    ------------         ------------
Expenses:
    Assisted living facilities operations                              2,771,180            2,893,407
    Assisted living facilities lease expense                           1,051,896            1,026,529
    Compensatory stock issuance for lease extension                      185,750                    -
    Companion care operations                                                  -              649,723
    General and administrative                                           344,930              813,334
    Depreciation and amortization                                         46,515               56,386
                                                                    ------------         ------------

       Total expenses                                                  4,400,271            5,439,379
                                                                    ------------         ------------

Operating loss                                                          (699,324)          (1,741,996)

Non-operating income (expense):
    Interest expense                                                    (128,496)             (73,326)
    Interest income                                                            -                2,850
    Gain (loss) on sales of assets                                        (1,027)              42,509
    Loss from impairment of property                                           -              (66,291)
                                                                    ------------         ------------

          Loss before income taxes                                      (828,847)          (1,836,254)

Provision for income taxes                                                     -                    -
                                                                    ------------         ------------

Net loss                                                            $   (828,847)        $ (1,836,254)
                                                                    ============         ============


Net loss per common share:
    Basic                                                           $       (.06)        $       (.19)
                                                                    ============         ============
    Diluted                                                         $       (.06)        $       (.19)
                                                                    ============         ============


Weighted average shares of common stock outstanding:
       Basic                                                          13,892,500            9,500,851
                                                                    ============         ============
       Diluted                                                        13,892,500            9,500,851
                                                                    ============         ============

</TABLE>

See notes to consolidated financial statements.

                                      F-4
<PAGE>

                      JUST LIKE HOME, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                 For the Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>

                                                               Common Stock                           Additional
                                                         -----------------------          Paid-in     Accumulated
                                                         No. Shares       Amount          Capital       Deficit          Total
                                                         ----------       ------        ----------    ------------       -----
<S>                                                       <C>          <C>             <C>            <C>             <C>
Balance, January 1, 1999                                  6,917,601    $      6,917    $  8,934,753   $(10,822,230)   $ (1,880,560)

Issuance of 2,472,678 shares of common stock
     to retire common stock and options subject
     put options                                          2,472,678           2,473         922,424              -         924,897
Issuance of common stock                                  2,920,000           2,920         997,080              -       1,000,000
Net loss for the year ended December 31, 1999                     -               -               -     (1,836,254)     (1,836,254)
                                                       ------------    ------------    ------------   ------------    ------------

Balance, December 31, 1999                               12,310,279          12,310      10,854,257    (12,658,484)     (1,791,917)

Adjustment to shares of common stock issued
     in 1999 to retire common stock and options
     subject to put options                                 (20,000)            (20)             20              -               -
Issuances of common stock                                 3,169,697           3,170         422,080              -         425,250
Net loss for the year ended December 31, 2000                     -               -               -       (828,847)       (828,847)
                                                       ------------    ------------    ------------   ------------    ------------

Balance, December 31, 2000                               15,459,976    $     15,460    $ 11,276,357   $(13,487,331)   $ (2,195,514)
                                                       ============    ============    ============   ============    ============
</TABLE>
See notes to consolidated financial statements.

                                      F-5
<PAGE>

                      JUST LIKE HOME, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2000 and 1999
<TABLE>
<CAPTION>

                                                                           2000               1999
                                                                           ----               ----
<S>                                                                 <C>                <C>
Cash flows from operating activities:
     Net loss                                                       $  (828,847)       $(1,836,254)
     Adjustments to reconcile net loss to net cash
         used in operating activities:
              Depreciation                                               44,564             51,146
              Amortization                                                1,950              5,240
              (Gain) loss on sales of assets                              1,027            (42,509)
              Non-cash loss from impairment of
                  property held for sale and certain goodwill                 -             66,291
              Compensatory stock issuance                               185,750                  -
              Changes in operating assets and liabilities:
                  Decrease (increase) in accounts receivable             33,976             (9,795)
                  Decrease in other current assets                       40,120             17,589
                  (Decrease) increase in accounts payable              (165,326)            17,057
                  Increase (decrease) in accrued liabilities            184,858            (68,273)
                  Increase in other current liabilities                 179,543             43,126
                                                                    -----------        -----------


Net cash used in operating activities                                  (322,385)        (1,756,382)
                                                                    -----------        -----------


Cash flows from investing activities:
     Purchases of property and equipment                                (47,063)           (41,525)
     Proceeds from sales of assets                                       78,947            235,000
     Certificates of deposit redeemed                                   204,898            229,687
                                                                    -----------        -----------

Net cash provided by investing activities                               236,782            423,162
                                                                    -----------        -----------
</TABLE>
See notes to consolidated financial statements.

                                      F-6
<PAGE>

                      JUST LIKE HOME, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                 For the Years Ended December 31, 2000 and 1999
<TABLE>
<CAPTION>

                                                                       2000               1999
                                                                       ----               ----
<S>                                                             <C>                <C>
Cash flows from financing activities:
     Proceeds from short-term loans                             $    31,992        $         -
     Proceeds from long-term debt                                    62,439            687,779
     Repayment of long-term debt                                   (169,541)          (431,311)
     Proceeds from issuance of common stock                         187,000          1,000,000
                                                                -----------        -----------

Net cash provided by financing activities                           111,890          1,256,468
                                                                -----------        -----------

Net increase (decrease) in cash and cash equivalents                 26,287            (76,752)

Cash and cash equivalents, beginning of year                         12,000             88,752
                                                                -----------        -----------

Cash and cash equivalents, end of year                          $    38,287        $    12,000
                                                                ===========        ===========



Supplemental disclosure of cash flow information:

         Total interest paid                                    $    71,286        $    51,489
                                                                ===========        ===========
</TABLE>
Non-cash investing and financing transactions:

     2000 Transaction:
     ----------------

 .    The Company issued 875,000 shares to retire $52,500 principal outstanding
     on certain long-term debt.

     1999 Transactions:
     -----------------

 .    The Company issued 2,472,678 shares of common stock to retire common stock
     and options subject to put options in the amount of $924,683.
 .    The Company satisfied a mortgage note payable of $750,000 by conveyance of
     certain property.
 .    The Company satisfied notes payable to certain individuals aggregating
     $300,000 by conveyance of certain property.


See notes to consolidated financial statements.

                                      F-7
<PAGE>

                      JUST LIKE HOME, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Organization and Nature of Business

The accompanying consolidated financial statements present the consolidated
historical results of operations for Just Like Home, Inc. and subsidiaries (the
Company), and includes the accounts of JLH Series I, Inc., that operates seven
leased assisted living facilities; four in Bradenton, Florida, one in Lake
Wales, Florida, one in Haines City, Florida, and one in Orange City, Florida;
Charis Place, Inc., that operates one leased assisted living facility in
Leesburg, Florida; Peridot Companies, Inc. (formerly Just Like Family, Inc.),
that operated a companion care service to residents in Manatee County, Florida
that was sold in 1999 (see Note 12); JLH Franchising Corporation, JLH Management
Corporation, Just Like Home IV, Inc., Just Like Home Corporate Center, Inc. and
JLH Realty, Inc., that are all inactive; and Edgewood Double Drive, Inc., that
owned certain property in Sarasota, Florida that was used to retire certain debt
in 1999.

The Company is principally engaged in the business of developing, operating and
managing assisted living facilities located in Florida.


Note 2 - Summary of Significant Accounting Policies

A summary of the significant accounting policies used in preparing the
accompanying financial statements follows:

     Principles of Consolidation
     ---------------------------

     The consolidated financial statements include Just Like Home, Inc. and all
     of its subsidiaries. All significant intercompany transactions and accounts
     are eliminated in the consolidation.

     Revenue Recognition
     -------------------

     The Company charges fees to residents of its assisted living facilities
     pursuant to short-term operating lease agreements. Resident fees are
     recognized as revenue ratably over the term of the related leases.
     Companion care fees related to the Just Like Family program and were
     recognized when all services were substantially performed.

     Cash and Cash Equivalents
     -------------------------

     The Company considers all highly liquid investments with an original
     maturity of three months or less when purchased to be cash equivalents.

     Accounts Receivable
     -------------------

     Accounts receivable relate primarily to amounts due from residents in the
     various assisted living facilities.

     Depreciation
     ------------

     Depreciation expense is provided for furniture, fixtures, and equipment
     using the straight-line method over their estimated lives ranging from five
     to seven years.

                                      F-8
<PAGE>

                      JUST LIKE HOME, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


Note 2 - Summary of Significant Accounting Policies, Continued

     Long-Lived Assets
     -----------------

     The Company reviews long-lived assets and certain identifiable intangibles
     for impairment on a periodic basis and whenever events or changes in
     circumstances indicate that the carrying amount of the asset may not be
     recoverable. The Company records a provision when it has been determined
     that assets are impaired.

     Management Estimates
     --------------------

     Preparation of financial statements in conformity with generally accepted
     accounting principles requires management to make estimates and assumptions
     that affect certain reported amounts of consolidated assets and liabilities
     and disclosure of contingent assets and liabilities at the dates of the
     consolidated financial statements and the report amounts of consolidated
     revenues and expenses during the reporting periods. Actual results could
     differ from those estimates.

     Concentration of Credit Risk
     ----------------------------

     Financial instruments, which potentially subject the Company to
     concentration of credit risk, include temporary cash investments. The
     Company places its cash and temporary cash investments with high credit
     quality financial institutions. Such balances may exceed the FDIC insurance
     limit.

     Earnings (Net Loss) per Common Share
     ------------------------------------

     Earnings (net loss) per common share is computed in accordance with
     Financial Accounting Standards Board Statement (FAS) 128. Basic earnings
     (net loss) per common share excludes dilution and is computed by dividing
     income available to common stockholders by the weighted average number of
     common shares outstanding for the period.

     Diluted earnings per share reflects the potential dilution that could occur
     if securities or other contracts to issue common stock were exercised or
     converted into common stock or resulted in the issuance of common stock
     that then shared in the Company's earnings. The effect of potentially
     dilutive securities outstanding during 2000 and 1999 is anti-dilutive;
     therefore, basic and diluted earnings per share are the same for both
     years. Securities that could potentially dilute basic earnings per share in
     future periods include warrants to purchase 500,000 shares at $.3715 per
     share, and warrants to purchase 200,000 shares at $.28 per share.

     Segment Reporting
     -----------------

     FAS 131, "Disclosures About Segments of an Enterprise and Related
     Information," which is effective for fiscal years beginning after December
     15, 1997, establishes standards for reporting information about operating
     segments in annual financial statements and interim financial reports
     issued to stockholders. Generally, certain financial information is
     required to be reported on the basis that is used internally for evaluating
     performance of and allocation of resources to operating segments.
     Management believes that its operations are focused in the assisted living
     industry and that financial reports issued to stockholders are presented on
     the basis used internally to evaluate performance. Accordingly, additional
     information to disaggregate the Company's results of operations among
     industry segments is not presented.

                                      F-9
<PAGE>

                      JUST LIKE HOME, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


Note 2 - Summary of Significant Accounting Policies, Continued

     Income Taxes
     ------------

     Income taxes are provided for the tax effects of transactions reported in
     the consolidated financial statements. Deferred taxes are recorded to
     reflect the tax consequences in future years of temporary differences
     between the tax basis of assets and liabilities and their financial
     reporting amounts at each year-end based on enacted tax laws and statutory
     tax rates applicable to periods in which the differences are expected to
     affect taxable income. Valuation allowances are established when necessary
     to reduce deferred tax assets to the amount expected to be realized. Income
     tax expense is the tax currently payable for the period and the change
     during the period in deferred tax assets and liabilities at the statutory
     tax rates.

     Reclassifications
     -----------------

     Certain amounts appearing in the 1999 financial statements have been
     reclassified to conform with the 2000 presentation.


Note 3 - Going Concern

The Company's consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As shown in the accompanying
consolidated financial statements, the Company has incurred substantial
operating losses and negative cash flows from operations for each of the two
years in the period ended December 31, 2000. At December 31, 2000, the Company
had a working capital deficit of approximately $2,145,000 and stockholders'
deficit of approximately $2,196,000. Additionally, as discussed in Note 6, the
Company was declared in default of certain terms and covenants of the leases for
all eight of the facilities it operates and subsequently executed a new,
short-term lease for the facilities with a purchase option. The Company's
continued operation of such facilities beyond the new lease term, including
extensions, depends upon the lessor's forbearance and the Company's ability to
negotiate extended lease terms for certain assisted living facilities or obtain
long-term financing to exercise its purchase option. These factors may indicate
that the Company will be unable to continue as a going concern for a reasonable
period of time. The financial statements do not include any adjustments relating
to the recoverability and classification of assets and liabilities that might be
necessary should the Company be unable to continue as a going concern.

As described in Notes 6 and 7, the Company appointed a new chief executive
officer, obtained certain interim financing and is seeking long-term financing
to exercise its right to purchase the eight assisted living facilities. The
Company is also negotiating with the lessor for extended lease terms while
management continues its focus on improving operations and developing long-term
operating plans. The Company sold its companion care operation (see Note 12) on
December 31, 1999 and increased its operating margin before lease payment for
the assisted living facilities from $113,392 in 1999 to $929,767 in 2000.
Management plans to continue its efforts on improving the operating
profitability of the assisted living facilities under lease.

The Company's continuation as a going concern is dependent upon its ability to
generate sufficient cash flow to meet its obligations on a timely basis, to
negotiate extended lease terms for the assisted living facilities or obtain the
long-term financing to exercise its purchase option, and ultimately to attain
profitability.

                                      F-10
<PAGE>

                      JUST LIKE HOME, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


Note 4 - Restricted Cash

Restricted cash at December 31, 2000 consists of a certificate of deposit held
in accordance with certain provisions of the Company's assisted living
facilities' lease (see Note 6).


Note 5 - Property and Equipment

Property and equipment is stated at cost and includes the following at December
31, 2000:

     Furniture, fixtures, and equipment                    $ 291,081
     Less accumulated depreciation                          (165,357)
                                                           ---------

                                                           $ 125,724
                                                           =========

Note 6 - Description of Leasing Arrangements

The Company's leasing arrangements for the assisted living facilities which it
operates and for other operating leases are described as follows:

     Assisted Living Facilities
     --------------------------

     On April 30, 1997, the Company entered into a financing agreement with
     Health Care REIT, Inc. (HCR) for up to $41.8 million in operating lease
     financings for assisted living facilities. During 1997, the Company sold
     four facilities which it owned and operated to HCR and leased back such
     facilities pursuant to a ten-year lease agreement (the 1997 lease) with an
     option to extend the lease for an additional ten years. No profit was
     recognized on such transaction. During 1998, the construction of three
     additional facilities was completed with HCR financing on a build-to-suit
     basis, and the Company entered into ten-year lease agreements with options
     to extend the leases for additional ten-year periods for each of the three
     facilities. The costs incurred by the Company to build the facilities in
     excess of the HCR financing was deferred and amortizable over the terms of
     the leases (see below). Also during 1998, the Company sold a facility
     originally acquired in 1996 to HCR and entered into a ten-year lease
     agreement with an option to extend the lease for an additional ten years.

     The Company originally accounted for the 1997 lease as an operating lease
     and removed the assets and related financing from its consolidated balance
     sheet. During the second quarter of 1998, the Company capitalized the 1997
     lease due to the modification of certain lease terms.

     As of December 31, 1998, the Company was in default with respect to certain
     substantive terms and covenants of all of its leases with HCR and such
     leases and the financing agreement were effectively terminated. On February
     19, 1999, the Company received formal termination notices from HCR.

                                      F-11
<PAGE>

                      JUST LIKE HOME, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


Note 6 - Description of Leasing Arrangements, Continued

     Assisted Living Facilities, continued
     -------------------------------------

     During April 1999, the Company reached a settlement agreement with HCR
     which provided for the following:

     .    The execution of a single lease agreement for all eight facilities for
          an initial nine-month term commencing May 1999. The lease agreement
          includes various covenants regarding financial performance and places
          certain restrictions on operations. HCR subsequently granted the
          Company lease extensions through September 30, 2001 (see below).

     .    The payment of $200,000 for HCR's legal fees and expenses.

     .    The payment of rent and other expenses due HCR through April 1999 from
          funds held in escrow.

     .    The settlement of certain litigation with the general contractor for
          two of the facilities built in 1998 (see Note 8).

     .    The appointment of Robert Lohr as the Company's chief executive
          officer (see Note 7).

     .    The execution of a lease guarantee agreement by Mr. Lohr and an entity
          controlled by Mr. Lohr.

     .    The granting of the right to the Company to purchase the eight
          facilities for $10,406,510 for the first four months of the lease,
          increasing by .75% each month through the end of the ninth month at
          which time the right was to terminate. The purchase option was
          subsequently extended to September 30, 2001 (see below).

     In connection with the extensions of its lease agreement and purchase
     option with HCR during 2000, the Company:

     .    Issued 500,000 shares of common stock to HCR on February 1, 2000 for
          no additional consideration. The Company recorded a charge to earnings
          of $185,750 in connection with this transaction, based on the market
          value of the common stock.

     .    Granted warrants to purchase an additional 500,000 shares of common
          stock to HCR for no additional consideration on February 1, 2000.

     .    Granted warrants to purchase an additional 200,000 shares of common
          stock to HCR for no additional consideration on August 1, 2000.

     In addition, during 2000, Mr. Lohr executed an unrecorded mortgage in favor
     of HCR granting a second lien on certain Florida real property in
     connection with the guarantee agreement. HCR will record the mortgage only
     upon the occurrence of certain events of default.

     During January 2001, HCR extended the lease and purchase option to
     September 30, 2001 (December 31, 2001, if the Company is in the process of
     exercising its purchase option) and loaned the Company $76,529 for working
     capital purposes pursuant to a short-term promissory note bearing interest
     at 12%.

                                      F-12
<PAGE>

                      JUST LIKE HOME, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


Note 6 - Description of Leasing Arrangements, Continued

     Other Operating Lease
     ---------------------

     The Company is also obligated under an operating lease agreement for office
     space. Future minimum lease payments required under this lease at December
     31, 2000 total $2,000 in 2001.

     Total rent on all operating leases for the years 2000 and 1999 is
     summarized as follows:

                                                    2000              1999
                                                   ------            ------

              Assisted living facilities         $1,051,896        $1,026,529
              Other                                   5,577            37,821
                                                 ----------       -----------

                  Total                          $1,057,473        $1,064,413
                                                 ==========        ==========


Note 7 - Transactions to Transfer Operating Control

During 1999, the Company consummated certain transactions with an investor group
led by Robert Lohr to transfer operating control of the Company to Mr. Lohr,
provide certain interim financing for the continued operation of the Company,
and provide necessary funds to address certain outstanding litigation and other
matters (see Note 6). The transactions resulted in the purchase of 2,920,000
shares of the Company's common stock for $1,000,000 by the investor group.

In addition, Mr. Lohr was named the Company's chief executive officer, he
assumed control of two voting trusts which include a substantial interest in the
Company's common stock, and he named four additional board members.

                                      F-13
<PAGE>

                      JUST LIKE HOME, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


Note 8 - Long-Term Debt and Other Borrowings
<TABLE>
<CAPTION>
Long-term Debt
--------------

Long-term debt consists of the following at December 31, 2000:
<S>                                                                                            <C>
Note payable to an individual, interest at prime plus 1% (10% at December 31,
2000) payable monthly, uncollateralized, principal payable on demand.                        $   195,000

Note payable, interest at 8.5%, monthly principal and interest payments due
through July 2002, collateralized by equipment.                                                    6,418

Contractor settlement payable, principal and interest at 10% due through August
2001, collateralized by facility under operating lease (see Note 6).                             148,105

Note payable, interest at 9.5%, monthly principal and interest payments due
through September 2002, collateralized by equipment.                                              19,229

Note payable to stockholder, uncollateralized with principal and interest, at
10%, payable in monthly installments. Principal and interest payments are in
default at December 31, 2000.                                                                    238,839

Note payable to a bank, interest at prime plus 2% (11% at December 31, 2000).
Principal and interest due in April 2001, collateralized by accounts receivable,
fixtures and equipment, and intangibles and guaranteed by a
stockholder.                                                                                     115,000

Note payable to a stockholder and former officer, interest at prime plus 1.5%
(10.5% at December 31, 2000), payable monthly through 2002.                                      104,510

Note payable to related party, non-interest bearing and no stipulated repayment
terms.                                                                                           186,794

13% convertible debentures payable to certain stockholders and related entities,
principal due through February 2002. The debentures can be converted, prior to
maturity, into common stock at a price to be determined by the holder as either
(a) the stock price on the issue date or (b) $.28 per share or (c) the price at
which the stock closed on any day in the 30 days preceding conversion.                           235,000
                                                                                             -----------

                                                                                               1,248,895

     Less current portion                                                                     (1,072,967)
                                                                                             -----------

                                                                                             $   175,928
                                                                                             ===========
</TABLE>

                                      F-14
<PAGE>

                      JUST LIKE HOME, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


Note 8 - Long-Term Debt and Other Borrowings, Continued

Long-term Debt, continued

The following table presents principal payments required on long-term debt for
each of the years subsequent to December 31, 2000:

                    Year Ending
                    December 31,                        Amount
                    ------------                      ----------

                        2001                          $1,072,967
                        2002                             175,928
                                                      ----------

                                                      $1,248,895
                                                      ----------

Other Borrowings
----------------

Short-term loans payable represent working capital borrowings from certain
stockholders and stockholder-controlled entities. Such borrowings are
uncollateralized and bear interest at 12%.


Note 9 - Income Taxes

Due to the Company's recurring losses for both financial reporting and federal
income tax purposes, no provision for federal or state income taxes is reflected
in the accompanying financial statements. For federal income tax purposes, net
operating loss carryfowards aggregating approximately $10,080,000 are available
at December 31, 2000 which expire through 2018.

The components of the net deferred tax asset recognized in the accompanying
consolidated balance sheet at December 31, 2000 are as follows:

Deferred tax assets:
     Net operating loss carryforward                            $ 3,791,473
     Rent collected in advance                                      110,908
                                                                -----------

                                                                  3,902,381
     Valuation allowance                                         (3,902,381)
                                                                -----------

     Net deferred tax asset                                     $         -
                                                                ===========

                                      F-15
<PAGE>

                      JUST LIKE HOME, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


Note 9 - Income Taxes, Continued

The following is a reconciliation of tax computed at the statutory federal rate
to the provision for income taxes in the consolidated statements of operations:
<TABLE>
<CAPTION>
                                               For the Year Ended December 31,
                                      -----------------------------------------------
                                               2000                      1999
                                      --------------------       --------------------
                                      Amount             %       Amount             %
                                      ------             -       ------             -
<S>                                 <C>                <C>     <C>              <C>
Tax computed at statutory
    federal rate                    $(281,808)         (34)%   $(624,326)         (34)%
Effect of:
    Change in valuation allowance     177,613           21       728,905           40
    Compensatory stock issuance        63,155            8             -            -
    Other                              41,040            5      (104,579)          (6)
                                    ---------    ---------     ---------    ---------

Provision for income taxes          $       -            -%    $       -            -%
                                    =========    =========     =========    =========
</TABLE>

Note 10 - Certain Common Stock Transactions

During 1999, the Company issued 2,472,678 shares of common stock to certain
stockholders to retire common stock and options subject to put options
originally recorded in 1997 for $924,683 in settlement of certain litigation.
During 2000, the Company reduced the shares issued by 20,000 upon final
settlement of this transaction.

During 2000, the Company issued 2,669,697 shares of common stock for proceeds of
$239,500. The Company also recorded a charge to earnings of $185,750 for the
issuance of 500,000 shares of common stock to HCR (see Note 6).


Note 11 - Stock Options and Warrants

     Stock Options
     -------------

     In March 1995, the Company adopted a Stock Option Plan (the Plan) under
     which 200,000 shares of common stock are reserved for issuance upon
     exercise of stock options. Options may be granted to all eligible employees
     of the Company, including officers and non-employee directors and others
     who perform services for the Company.

     Options are granted under the Plan on such terms and at such prices as
     determined by the Board of Directors, except that the per share exercise
     price of incentive stock options cannot be less than the fair market value
     of the common stock on the date of the grant. Each option is exercisable
     after the period or periods specified in the option agreement, but no
     option may be exercisable after the expiration of ten years from the date
     of grant. There are no outstanding options under the Plan at December 31,
     2000.

     Disclosure of Stock-Based Compensation
     --------------------------------------

     The Company has adopted the disclosure-only provisions of Statement of
     Financial Accounting Standards No. 123, "Accounting for Stock-Based
     Compensation." Accordingly, no compensation expense has been recognized for
     the stock option plan.

                                      F-16
<PAGE>

                      JUST LIKE HOME, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


Note 11 - Stock Options and Warrants, Continued

     Warrants
     --------

     During 1995, the Company granted warrants to purchase up to 100,000 shares
     of common stock at $7.20 per share. The warrants expired unexercised during
     the year ended December 31, 2000.

     During 2000, the Company granted warrants to purchase up to 700,000 shares
     of common stock to HCR (see Note 6) that are exercisable at any time.
     Exercise prices are $.3715 per share for 500,000 warrants and $.28 per
     share for 200,000 warrants. Such exercise prices are based on the average
     quoted market value for sixty days prior to the grant date. The warrants
     have not been exercised through December 31, 2000.


Note 12 - Significant Sales of Assets

     Sale of Companion Care Operation
     --------------------------------

     On December 31, 1999, the Company sold its companion care operation for
     $65,000 and entered into a three-year non-compete agreement ending December
     31, 2002. The transaction resulted in a gain of $42,509.

     Sale of Property
     ----------------

     During 2000, the Company received gross proceeds of $78,947 and recorded a
     loss of $1,027 on the sale of certain property.


Note 13 - Related Party Transactions

The Company is provided certain office facilities and administrative services by
an entity controlled by Mr. Lohr. In addition, the entity charged the Company
for certain personnel costs aggregating $15,084 and travel and related expenses
of $17,374 during 2000. The balance due to the entity under these arrangements
of $7,185 at December 31, 2000 is included in accounts payable.


Note 14 - Impairment of Long-Lived Assets and for Long-Lived Assets To Be
Disposed of

In accordance with FAS 121, long-lived assets to be disposed of must be reported
in the consolidated balance sheet at the lower of their carrying amount or the
fair value less costs to sell. A loss on impairment of certain property was
recorded in the amount of $66,291 in 1999.


Note 15 - Fair Value of Financial Instruments

The carrying amounts of the Company's financial instruments, which include
certificates of deposit and long-term debt, approximates the fair values of
those instruments. Fair values have been estimated based upon expected cash
flows at rates currently available to the Company for financial instruments with
similar terms and remaining maturities.

                                      F-17