<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, 1999

                        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)


<TABLE>
<S>                                                                    <C>
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)
</TABLE>

     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 February 6, 2001, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $1,360,619 (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 February 6, 2001, there were outstanding 15,641,794 shares of common
stock, $.001 par value per share.

                      DOCUMENTS INCORPORATED BY REFERENCE

None.
<PAGE>

                               1999 FORM 10-KSB

                               TABLE OF CONTENTS


Part I                                                                      Page
                                                                            ----

Item 1.     Description of Business                                            1
Item 2.     Description of Properties                                          5
Item 3.     Legal Proceedings                                                  6
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                                     11
Item 6.     Management's Discussion and Analysis of
              Financial Condition and Results of Operations                   12
Item 7.     Financial Statements                                              15
Item 8.     Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure                             15

Part III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act               16
Item 10.    Executive Compensation                                            18
Item 11.    Security Ownership of Certain Beneficial Owners and Management    19
Item 12.    Certain Relationships and Related Transactions                    20
Item 13.    Exhibits and Reports on Form 8-K                                  21

<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

                                      -1-
<PAGE>

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.

  Home managers 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 entire
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 all private pay.  Accordingly, 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 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 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.

                                      -4-
<PAGE>

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, subject to final execution of the Fifth Amendment to Lease.
If the Company is unable to raise the financing to exercise its option to
purchase the Leased Property by September 30, 2001 (or December 30, 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 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 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 Financial Statements
included in this report.

                                      -5-
<PAGE>

     The Company leases the following real property from HCRI under the lease
generally described above:

<TABLE>
<CAPTION>
                                  Date                     Licensed            Average Occupancy
Name/Location                    Opened        Units         Beds          Period Ended December 31,
-------------                    ------        -----       --------        -------------------------
                                                                             1999/(1)/      2000
                                                                             ---------      ----
<S>                              <C>            <C>         <C>            <C>              <C>
Shaw's Point                      12/87          16           16             84.4%          84.7%
Bradenton, Florida

Village Green                      1/89          16           20             84.7           68.9
Bradenton, Florida

Twin Oaks - Acacia                 7/96          18           20             76.1           77.5
Bradenton, Florida

Twin Oaks - Bougainvallea         12/96          18           20             81.3           87.7
Bradenton, Florida

Haines City                       11/98          42           45             69.2           84.3
Haines City, Florida

Lake Wales                        11/98          42           45             34.3           55.2
Lake Wales, Florida

Charis Centre                      4/96          31           36             76.3           80.7
Leesburg, Florida

Orange City                        6/98          42           45             75.4           79.2
Orange City, Florida                            ---          ---             ----           ----

Company Total                                   229          247             68.8           76.1
</TABLE>
_______________
/(1)/ 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.

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,

                                      -6-
<PAGE>

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 through January 31,
2001.

         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 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.

                                      -7-
<PAGE>

     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 is 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 Company had no ability to honor the
Put, which would have cost the Company 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 2,472,678 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.

                                      -8-
<PAGE>

     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 Company's insurer has assumed the defense of
this matter, subject to a $1,000 deductible, and discovery is proceeding in the
matter.

     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 Annual Meeting of the Shareholders of the Company for 1999 was held on
December 10, 1999, to consider (i) the election of directors, (ii) a proposal to
amend the Company's Articles of Incorporation to increase the authorized shares
of common stock from 13,000,000 to 25,000,000, (iii) a proposal to ratify a
prior amendment to the Company's Articles of Incorporation creating a class of
preferred stock that may be issued by the Board of Directors in one or more
series, and (iv) a proposal to ratify the appointment of Templeton & Company,
P.A., Royal Palm Beach, Florida, as the Company's independent auditors for 1999.
The results of the voting at the Annual Meeting were as follows:

                                                   For        Against    Abstain
Election of Directors
   Robert C. Lohr                              11,113,421       -0-       20,435
   Bruce C. Baldwin                            11,113,421       -0-       20,435
   Ronald O. Braun                             10,763,421       -0-      370,435
   Elizabeth A. Conard                         10,763,421       -0-      370,435
   Michael W. Monahan, CPA                     11,113,421       -0-       20,435
   Joseph J. Nichols, CPA                      11,113,421       -0-       20,435
   Isidore Siegel                              11,113,421       -0-       20,435
   Raymond G. Smith                            11,113,421       -0-       20,435

   Amend the Company's Articles of
   Incorporation to increase the number of
   authorized shares of common stock to        11,062,071   86,285         5,500
   25,000,000


                                      -9-
<PAGE>

                                                   For        Against    Abstain

Ratify a prior amendment to the Company's
Articles of Incorporation creating a class
of preferred stock that may be issued by        7,768,873    1,301,565    98,350
the Board in one or more series


Ratify the appointment of Templeton &
Company, P.A. as independent auditors for
1999                                           11,106,406       22,850     4,600

     No other matters were submitted to a vote of the shareholders at the 1999
Annual Meeting.  The Company did not hold an Annual Meeting in calendar year
2000.

                                      -10-
<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 three calendar years.

                                       High       Low

          1998

               First Quarter          $2.750     $0.625
               Second Quarter          2.344      0.106
               Third Quarter           1.250      0.310
               Fourth Quarter          0.531      0.188

          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 February 6, 2001 the closing sale price of the Company's common stock
was $0.20 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 February 6, 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.

                                      -11-
<PAGE>

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 obtain the financing necessary to exercise the Company's option to
purchase the Leased Property from HCRI, as described above. 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 maximum 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 in rate increases to
residents the increasing wage and benefit costs of employees, and (7) the
availability of long-term financing for the development of new facilities (if
the Company were to resume development projects).

Overview

     The Company's revenues consist primarily of rental of residences in
assisted living facilities. Resident rental rates are reviewed annually 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 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 1999 of $1,836,000, compared to a net
loss for 1998 of $4,105,000. The Company had a 48% increase in revenues for 1999
to $3,697,000, compared to $2,496,000 in 1998. Resident fee revenues increased
by $1,168,000 in 1999 due primarily to the opening of new facilities during
1998. The companion care services revenues increased in 1999 to $647,000, an
increase of $49,000 over 1998 revenues. 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.

                                      -12-
<PAGE>

     The Company's operating expenses in 1999 were $5,439,000, up $791,000 (or
17%) from 1998 operating expenses of $4,648,000. Assisted living expenses
increased $1,105,000 in 1999 to $2,893,000 due to the opening of new facilities
in 1998. Lease expense increased $823,000 to $1,027,000 in 1999, again, due to
the opening of new facilities in 1998 and the change in accounting for the
leases as operating leases rather than capital leases. Companion care expenses
increased $78,000 in 1999 to $650,000 due to increased payroll associated with
additional billable service hours.

     General and administrative expenses were down $647,000 (44%) in 1999 to
$813,000 due to cutbacks of home office expenses. Depreciation and amortization
totaled $56,000 in 1999 compared to $624,000 in 1998 because of the sale of the
Company's corporate headquarters building in 1998 and the sale-leaseback of
certain facilities. In 1999, non-operating expenses totaled $93,000 and
consisted of interest expense, impairment loss on property held for sale, and a
gain on the sale of property and the Company's companion care division. Non-
operating expenses in 1998 totaled $1,953,000, which included the following: (1)
the Company wrote down property held for sale $296,000, which write-down was
based upon actual sale prices of the property held for sale; (2) goodwill
associated with the merger of Community Assisted Living Centers, Inc. into a
wholly-owned subsidiary of the Company in April 1997, in the amount of $564,000
was written off in 1998; (3) the Company reported a loss of $249,000 in 1998 on
the sale of assets, consisting primarily, of the sale of the corporate
headquarters building; (4) interest expense was $397,000 in 1998, and (5) a
provision for lease termination in the amount of $499,000 was established in
1998.

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

                                      -13-
<PAGE>

     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 relating to prior operations
of the Company 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 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.

                                      -14-
<PAGE>

     (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, the losses incurred by the Company during the 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-18
of this report:

     Report of Independent Accountants
     Consolidated Balance Sheet - December 31, 1999
     Consolidated Statements of Operations - Years Ended December 31, 1999 and
        1998
     Consolidated Statements of Stockholders' Equity (Deficit) - Years Ended
        December 31, 1999 and 1998
     Consolidated Statements of Cash Flows - Years Ended December 31, 1999 and
        1998
     Notes to Consolidated Financial Statements

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

     As previously reported, effective May 25, 1999, the Company dismissed
PricewaterhouseCoopers LLP as the Company's independent accountants. The reports
of PricewaterhouseCoopers LLP on the financial statements of the Company for
each of the years ended December 31, 1996 and 1997, did not contain an adverse
opinion or disclaimer of opinion, nor were they modified as to uncertainty,
audit scope or accounting principles. The decision to change accountants was
approved by the Board of Directors of the Company.

     For the fiscal years ended December 31, 1996 and 1997, and for the period
from January 1, 1998 through May 25, 1999, there were no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which, if not
resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused it
to make reference to the subject matter of the disagreement in connection with
its report on these financial statements for those years.

     On May 19, 1999, the Company engaged Templeton & Company, P.A., Royal Palm
Beach, Florida, as independent auditors for purposes of auditing the Company's
financial statements for the year ended December 31, 1998. The Company did not
consult with Templeton & Company, P.A. regarding the application of accounting
principles to a specific completed or contemplated transaction or the type of
audit opinion that might be rendered on the Company's financial statements, and
no written or oral advice was provided by Templeton & Company, P.A. that was an
important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue.

                                      -15-
<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

                                      -16-
<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 U.S. Bancorp Piper Jaffray Inc., where he
specializes 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 Board and Chief Executive Officer
of the Company, and Darryl R. Callahan resigned as President of the

                                      -17-
<PAGE>

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
1997, 1998 and 1999 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 1997, 1998 or 1999.

                           Summary Compensation Table

                                      Annual Compensation
                                                 Other Annual     All Other
Name and Principal Position   Year Salary  Bonus Compensation  Compensation/(1)/
---------------------------   ---- ------- ----- ------------  ------------

Robert C. Lohr/(2)/           1999 $53,333   -0-          -0-           -0-
Daniel D. Levitan/(3)/        1998  36,000   -0-          -0-           -0-
John F. Robenalt/(4)/         1998  59,731   -0-          -0-           -0-
                              1997  30,000   -0-          -0-           -0-
Richard T. Conard, M.D./(4)/  1997  75,000   -0-          -0-        $3,500

------------------
/(1)/ Consists of automobile allowance.
/(2)/ 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.
/(3)/ Mr. Levitan replaced Mr. Robenalt as Chief Executive Officer of the
      Company in September 1998.
/(4)/ Mr. Robenalt replaced Dr. Conard as Chief Executive Officer of the Company
      on April 10, 1997.

                                      -18-
<PAGE>

     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 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 February 6, 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 Periodot 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."

                                      -19-
<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, 1999, the total amount of the loans, including
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.

                                      -20-
<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./(6)/
          (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)    Form of Convertible Debenture./(5)/
           21    Subsidiaries of the Registrant./(5)/
           27    Financial Data Schedule (for SEC use only)./(5)/

(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>

_____________
/(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/) Filed herewith.
/(6/) Incorporated by reference to the exhibit filed as part of the Company's
      Form 10-KSB for year ended December 31, 1998.

                                      -22-
<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:  February 15, 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 9th day of February, 2001.

         Signature                                Title

     /s/ ROBERT C. LOHR                Chairman of the Board and Chief
         Robert C. Lohr                Executive 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

                                      -23-
<PAGE>

                     JUST LIKE HOME, INC. AND SUBSIDIARIES


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                               Page #
                                                               ------
<S>                                                          <C>
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-18
</TABLE>

                                      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, 1999 and the related consolidated
statements of operations, stockholders' deficit and cash flows for each of the
two years in the period ended December 31, 1999.  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, 1999, and the consolidated results of their
operations and their cash flows for each of the two years in the period ended
December 31, 1999, in conformity with generally accepted accounting principles.

As discussed in Note 3, the accompanying 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
obtain the financing needed to exercise its rights to purchase certain assisted
living 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
November 30, 2000

                                      F-2
<PAGE>

                     JUST LIKE HOME, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                               December 31, 1999


                                     ASSETS
<TABLE>
<CAPTION>
Current assets:
<S>                                                     <C>
 Cash and cash equivalents                              $     12,000
 Restricted cash                                             324,981
 Accounts receivable                                          61,597
 Property held for sale                                       79,974
 Other current assets                                         60,673
                                                        ------------

     Total current assets                                    539,225

Property and equipment, net                                  123,225
Other assets, net                                              1,950
                                                        ------------

       Total assets                                     $    664,400
                                                        ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
 Accounts payable and accrued liabilities               $    932,395
 Current portion of long-term debt                           786,976
 Other current liabilities                                   115,425
                                                        ------------

   Total current liabilities                               1,834,796

Long-term debt, less current portion                         621,521
                                                        ------------

     Total liabilities                                     2,456,317
                                                        ------------

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; 12,310,279
   shares issued and outstanding                              12,310
 Additional paid-in capital                               10,854,257
 Accumulated deficit                                     (12,658,484)
                                                        ------------

     Total stockholders' deficit                          (1,791,917)
                                                        ------------

       Total liabilities and stockholders'
         deficit                                        $    664,400
                                                        ============
</TABLE>

See notes to financial statements.

                                      F-3
<PAGE>

                     JUST LIKE HOME, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                          1999          1998
                                                      ------------  ------------
<S>                                                   <C>           <C>
Revenue:
 Assisted living facilities resident fees             $ 3,006,799   $ 1,839,498
 Companion care fees                                      647,077       597,846
 Other income                                              43,507        58,685
                                                      -----------   -----------

   Total revenue                                        3,697,383     2,496,029
                                                      -----------   -----------

Expenses:
 Assisted living facilities operations                  2,893,407     1,788,360
 Assisted living facilities lease expense               1,026,529       204,027
 Companion care operations                                649,723       571,684
 General and administrative                               813,334     1,460,201
 Depreciation and amortization                             56,386       623,832
                                                      -----------   -----------

   Total expenses                                       5,439,379     4,648,104
                                                      -----------   -----------

Operating loss                                         (1,741,996)   (2,152,075)

Non-operating income (expense):
 Interest expense                                         (73,326)     (397,194)
 Interest income                                            2,850        51,293
 Gain (loss) on sales of assets                            42,509      (249,018)
 Provision for termination of leases                            -      (498,737)
 Loss from impairment of property
   held for sale and certain goodwill                     (66,291)     (859,336)
                                                      -----------   -----------

     Loss before income taxes                          (1,836,254)   (4,105,067)

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

Net loss                                              $(1,836,254)  $(4,105,067)
                                                      ===========   ===========

Net loss per common share:
 Basic
                                                      $      (.19)  $      (.59)
 Diluted                                              ===========   ===========
                                                      $      (.19)  $      (.59)
                                                      ===========   ===========

Weighted average shares of common stock outstanding:
   Basic                                                9,500,851     6,909,110
                                                      ===========   ===========
   Diluted                                              9,500,851     6,909,110
                                                      ===========   ===========
</TABLE>

See notes to financial statements.

                                      F-4
<PAGE>

                    JUST LIKE HOME, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                For the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>

                                     Common Stock       Additional
                                     ------------         Paid-in      Accumulated
                                No. Shares    Amount      Capital        Deficit        Total
                                ----------    ------      -------        -------        -----
<S>                             <C>          <C>        <C>           <C>            <C>

Balance, January 1, 1998         6,883,329    $ 6,883   $ 8,900,515   $ (6,717,163)  $ 2,190,235

Cancellation of subscription
 receivable                        (10,000)       (10)       (9,990)             -       (10,000)
Issuance of common stock
 as compensation                    44,272         44        44,228              -        44,272
Net loss for the year
 ended December 31,
 1998                                    -          -             -     (4,105,067)   (4,105,067)
                                ----------    -------   -----------   ------------   -----------

Balance, December 31,
 1998                            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 to
 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)
                                ==========    =======   ===========   ============   ===========

</TABLE>

See notes to financial statements.

                                      F-5
<PAGE>

                     JUST LIKE HOME, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the Years Ended December 31, 1999 and 1998


                                                          1999          1998
                                                          ----          ----

Cash flows from operating activities:
 Net loss                                             $(1,836,254)  $(4,105,067)
 Adjustments to reconcile net loss
   to net cash used in operating activities:
     Depreciation                                          51,146        79,963
     Amortization                                           5,240       543,869
     Provision for termination of leases                        -       498,737
     (Gain) loss on sales of assets                       (42,509)      249,018
     Non-cash loss from impairment of
       property held for sale and certain goodwill         66,291       859,336
     Common stock issued as compensation                        -        44,272
     Changes in operating assets and liabilities:
       Increase in accounts receivable                     (9,795)      (15,176)
       Decrease in other current assets                    17,589       773,768
       Decrease in other assets                                 -       148,469
       (Decrease) increase in accounts
         payable and accrued liabilities                  (51,216)      277,966
       (Decrease) increase in other
         current liabilities                               43,126       (20,313)
                                                      -----------   -----------

Net cash used in operating activities                  (1,756,382)     (665,158)
                                                      -----------   -----------

Cash flows from investing activities:
 Purchases of property and equipment                      (41,525)      (55,318)
 Proceeds from sales of assets                          1,285,000     1,948,651
 Certificates of deposit redeemed                         229,687       139,444
                                                      -----------   -----------

Net cash provided by investing activities               1,473,162     2,032,777
                                                      -----------   -----------

                                      F-6
<PAGE>

                     JUST LIKE HOME, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                 For the Years Ended December 31, 1999 and 1998


                                            1999          1998
                                            ----          ----

Cash flows from financing activities:
 Repayment of long-term debt, net        $ (793,532)  $(1,690,657)
 Financing in excess of costs paid
   on build-to-suit facilities                    -       334,267
 Proceeds from issuance of common
   stock 1,000,000                                -             -
 Repayment of related-party loans                 -       (63,166)
                                         ----------   -----------

Net cash provided by (used in)
 financing activities                       206,468    (1,419,556)
                                         ----------   -----------

Net decrease in cash and
 cash equivalents                           (76,752)      (51,937)

Cash and cash equivalents, beginning
 of year                                     88,752       140,689
                                         ----------   -----------

Cash and cash equivalents, end of
 year                                    $   12,000   $    88,752
                                         ==========   ===========

Supplemental disclosure of cash flow
 information:

   Total interest paid                   $   51,489   $   375,445
                                         ==========   ===========

Non-cash investing and financing transactions:

    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 a
    vacant lot held for sale.
 .   The Company satisfied notes payable to certain individuals aggregating
    $300,000 by conveyance of certain property held for sale.

    1998 Transactions:
    -----------------

    .  The Company issued 44,272 shares of common stock, valued at $44,272, as
       officer compensation.
    .  The Company cancelled a subscription receivable from a prior year for
       10,000 shares of common stock valued at $10,000.
    .  The Company incurred debt of $336,500 to purchase certain property held
       for sale and certain furniture, fixtures, and equipment.
    .  The Company incurred $571,830 of long-term financing payable to the
       contractor in connection with the construction of certain build-to-suit
       facilities.

                                      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 (opened November 1998), one in Haines City, Florida (opened
November 1998), and one in Orange City, Florida (opened July 1998); 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., and JLH Realty, Inc., that are all
inactive; Just Like Home Corporate Center, Inc., that owned and operated an
office building in Bradenton, Florida that was sold in 1998 (see Note 12); and
Edgewood Double Drive, Inc., that owned a vacant lot in Sarasota, Florida that
was sold 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.

   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.

   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 relate to the Just Like Family program and are recognized when all
   services have been substantially performed.

   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

   Property Held for Sale
   ----------------------

   The Company holds certain parcels of land as property held for sale.  The
   Company values the property held for sale at the cost to acquire such
   property less any provisions relating to impairments on each parcel of land.
   Properties expected to be sold within one year after the balance sheet date
   are classified as current assets.

   Goodwill and Other Intangible Assets
   ------------------------------------

   The Company amortizes costs in excess of fair value of net assets of
   businesses acquired using the straight-line method over ten years.  Costs
   incurred in connection with the issuance of debt are deferred and amortized
   over the term of the related debt using the straight-line method, which
   approximates the effective interest method.

   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. All remaining goodwill and certain other intangible
   assets at December 31, 1998 were written off (see Notes 6 and 13).

   Capitalization of Interest
   --------------------------

   Interest incurred during construction or major renovations is capitalized.

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

   Earnings (net loss) per common share is computed in accordance with Financial
   Accounting Standards Board Statement 128 (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 1999 and 1998 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 100,000 shares at $7.20 per share.

                                      F-9
<PAGE>

                     JUST LIKE HOME, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


Note 2 - Summary of Significant Accounting Policies, Continued

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

   FAS No. 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.

   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 1998 financial statements have been
   reclassified to conform with the 1999 presentation.

   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.

                                      F-10
<PAGE>

                     JUST LIKE HOME, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


Note 3 - Going Concern

The Company's consolidated financial statements have been prepared on a going
concern basis, which contemplate 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, 1999. At December 31, 1999, the Company
had a working capital deficit of approximately $1,295,000 and stockholders'
deficit of approximately $1,792,000. 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 obtain
alternative 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'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
obtain long-term financing to exercise its rights to purchase the assisted
living facilities, and ultimately to attain profitability.


Note 4 - Restricted Cash

Restricted cash at December 31, 1999 consists of the following:



     Certificate of deposit                                 $270,000
     Escrow funds                                             25,154
     Residents' security deposits                             24,647
     Resident petty cash                                       5,180
                                                            --------

                                                            $324,981
                                                            ========
Note 5 - Property and Equipment

Property and equipment is stated at cost and includes the following at December
31, 1999:

   Furniture, fixtures, and equipment                       $ 244,018
   Less accumulated depreciation                             (120,793)
                                                            ---------

                                                            $ 123,225
                                                            =========

                                      F-11
<PAGE>

                     JUST LIKE HOME, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


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.

   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 a
      nine-month term commencing May 1999. HCR subsequently granted the Company
      lease extensions through January 31, 2001.

   .  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).


                                     F-12
<PAGE>

                     JUST LIKE HOME, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


Note 6 - Description of Leasing Arrangements, Continued

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

   . 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
     terminates. The purchase option was subsequently extended to January 31,
     2001.

     As a result of the above transactions, the Company recorded the following
     provision for termination of leases in its 1998 financial statements which
     is comprised as follows:
<TABLE>
<CAPTION>

                                   Item                                                       Amount
------------------------------------------------------------------------                      ------
<S>                                                                                        <C>

     Write off of costs in excess of financing provided for three
        build-to-suit leases                                                               $ 237,563
     Write off of deferred financing costs                                                   196,688
     Write off of goodwill associated with the acquisition of certain
        assisted living facilities                                                           241,442
     Write off of capitalized costs and lease obligations for leases
        capitalized and subsequently terminated during 1998                                 (376,956)
     Accrual of HCR legal fees and expenses                                                  200,000
                                                                                           ---------

        Total provision for termination of leases                                          $ 498,737
                                                                                           =========
</TABLE>
     Other Operating Leases
     ----------------------

     The Company is obligated under operating lease agreements for office space
     at December 31, 1999.  Future minimum lease payments required under these
     leases are $5,648 in 2000 and $2,000 in 2001.

Total rent on all operating leases for the years 1999 and 1998 is summarized as
follows:

                                                              1999       1998
                                                              ----       ----
     Assisted living facilities                           $1,026,529   $204,027
     Other                                                    37,821     37,534
                                                          ----------   --------

       Total                                              $1,064,413   $241,561
                                                          ==========   ========

During 1998, the Company leased office space from a company controlled by the
Company's former chief executive officer pursuant to an informal, month-to-month
arrangement.  Total rent charged in 1998 (included in "other" above) amounted to
$32,100.



                                     F-13
<PAGE>

                     JUST LIKE HOME, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


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.


Note 8 - Long-Term Debt

Long-term debt consists of the following at December 31, 1999:
<TABLE>
<CAPTION>

<S>                                                                                                                       <C>
Note payable to an individual, interest at prime plus 1% (9.5% at December
31, 1999), uncollateralized and payable on demand.                                          $   195,000

Note payable, interest at 8.5%, monthly principal and interest payments due
through July 2002, collateralized by equipment.                                                  10,444

Contractor settlement payable, principal and interest of 10% due through
April 2001, collateralized by facility under operating lease (see Note 6).                      271,828

Note payable, interest at 9.5%, monthly principal and interest payments due
through September 2002, collateralized by equipment.                                            26,541

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, 1999.                                                                  238,839

Note payable to a bank, interest at prime plus 2% (10.5% at December 31,
1999).  Principal and interest due in April 2001, collateralized by accounts
receivable, fixtures and equipment, and intangibles and guaranteed by a
stockholder.                                                                                  125,000

Note payable to a former officer, interest at prime plus 1.5% (10% at
December 31, 1999), payable monthly through 2002.                                             128,990

Note payable to related party, non-interest bearing and no stipulated
repayment terms.  On February 8, 2000, $105,000 of this balance was
converted to a convertible debenture.  The debenture bears interest at 13%
and is due February 8, 2002.  In May 2000, one-half of the debenture was
converted into 875,000 shares of the Company's common stock.                                  261,855
</TABLE>



                                     F-14
<PAGE>

                     JUST LIKE HOME, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


Note 8 - Long-Term Debt, Continued

Convertible debenture payable to an individual, interest at 13% and principal
are due October 1, 2001. The debenture 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.           150,000
                                                                    ----------

                                                                     1,408,497

 Less current portion                                                 (786,976)
                                                                    ----------

                                                                    $  621,521
                                                                    ==========


The following table presents principal payments required on long-term debt for
each of the years subsequent to December 31, 1999:

     Year Ending
     December 31,                                Amount
     ------------                                ------
        2000                                  $  786,976
        2001                                     424,702
        2002                                     196,819
                                               ---------
                                              $1,408,497
                                              ==========

Note 9 - Income Taxes

Due to the Company's recurring losses for both financial reporting and federal
income tax purposes, no provision for income taxes is reflected in the
accompanying financial statements.  For federal income tax purposes, net
operating loss carryforwards aggregating approximately $9,560,000 are available
at December 31, 1999 which expire through 2019.

The components of the net deferred tax asset recognized in the accompanying
consolidated balance sheet at December 31, 1999 are as follows:

Deferred tax assets:
  Net operating loss carryforward                                    $3,563,595
  Accrued liabilities not
    deductible until paid                                                22,654
  Difference between book and tax
    bases of property held for sale                                      19,285
  Other                                                                  23,207
                                                                     ----------

                                                                      3,628,741
   Valuation allowance                                               (3,628,741)
                                                                     ----------

  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,
                                                   ------------------------------
                                                  1999                         1998
                                                  ----                         ----
                                         Amount          %           Amount           %
                                         ------          --          ------           --
<S>                                    <C>             <C>        <C>               <C>
 Tax computed at statutory
   federal rate                        $(624,326)       (34)%     $(1,395,723)       (34)%
 Effect of:
   Goodwill amortization
    and write off                              -          -           355,612          9
   Change in valuation allowance         728,905         40           749,674         18
   Adjust prior year NOL recognized            -          -           328,440          8
   Other                                (104,579)        (6)          (38,003)        (1)
                                       ---------       ----       -----------       ----

                                       $       -          -%      $         -          -%
                                       =========       ====       ===========       ====
</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 1999, the stockholders approved an increase in the Company's authorized
common stock from 13,000,000 to 25,000,000 shares.


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, 1999.



                                     F-16
<PAGE>

                     JUST LIKE HOME, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


Note 11 - Stock Options and Warrants, Continued

   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.

   Warrants
   --------

   During 1995, the Company issued warrants to purchase up to 100,000 shares of
   common stock at $7.20 per share.  The warrants are exercisable for a period
   of five years, beginning in 1996.  No shares have been purchased with these
   warrants as of December 31, 1999.


Note 12 - Significant Sales of Assets

   Sale of Just Like Home Corporate Center
   ---------------------------------------

   The loss on sales of assets shown in the consolidated statement of operations
   for the year ended December 31, 1998 primarily relates to the Company's sale
   of an office complex which it owned, operated, and occupied.

   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.


Note 13 - Impairment of Long-Lived Assets and for Long-Lived Assets To Be
Disposed of

In accordance with FAS No. 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.  The Company holds certain property for
sale which it expects to dispose of during 2000.  A loss on impairment of
property held for sale was recorded in the amount of $66,290 in 1999 and
$295,588 in 1998.

Also, during 1998, the Company wrote off the remaining unamortized goodwill of
$563,748 associated with the 1997 merger with Community Assisted Living Centers,
Inc.


Note 14 - 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
<PAGE>

                     JUST LIKE HOME, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


Note 15 - Subsequent Events

On April 7, 2000, the Company sold the property held for sale for net proceeds
of $79,974.

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

 .  Issued 500,000 shares of common stock to HCR for no additional consideration.

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

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



                                     F-18