ECHOCATH INC
NT 10-Q, 1997-01-14
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                                                       SEC File Number:  0-27380
                                                       CUSIP Number: 278760 10 3

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

                                  (Check One):



         [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K 
         [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR

         For Period Ended: November 30, 1996

         [ ]Transition Report on Form 10-K
         [ ]Transition Report on Form 20-F
         [ ]Transition Report on Form 11-K
         [ ]Transition Report on Form 10-Q
         [ ]Transition Report on Form N-SAR

         For the Transition Period Ended:
                                         ---------------------------------------
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         Read Attached  Instruction Sheet Before Preparing Form. Please Print or
         Type.

         Nothing in this form shall be  construed  to imply that the  Commission
         has verified any information contained herein.

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         If the  notification  relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

         -----------------------------------------------------------------------
         -----------------------------------------------------------------------

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PART I -- REGISTRANT INFORMATION

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         Full Name of Registrant: Echocath, Inc.

         Former Name if Applicable

         P.O. Box 7224
         -----------------------------------------------------------------------
         Address of Principal Executive Office (Street and Number)

         Princeton, NJ 08543
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         City, State and Zip Code



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PART II -- RULES 12b-25 (b) AND (c)

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If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box)

[ ]      (a)      The reasons described in reasonable detail in Part III of this
                  form could not be eliminated  without  unreasonable  effort or
                  expense;

[X]      (b)      The subject  annual  report,  semi-annual  report,  transition
                  report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
                  thereof will be filed on or before the fifteenth  calendar day
                  following the  prescribed  due date; or the subject  quarterly
                  report or transition  report on Form 10-Q, or portion  thereof
                  will be filed on or before the fifth  calendar  day  following
                  the prescribed due date; and

[ ]      (c)      The  accountant's  statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.


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PART III -- NARRATIVE

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State below in reasonable  detail the reasons why Form 10-K and Form 10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB, N-SAR or the transition report or portion
thereof could not be filed within the prescribed period.
                                                 (Attach Extra Sheets if Needed)

        The Registrant  was unable to  finalize its financial  information in  a
timely manner without unreasonable effort or expense.

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PART IV -- OTHER INFORMATION

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         (1) Name and  telephone  number of person to  contact in regard to this
notification:

         Frank Joworisak                       (609) 987-8400
         -----------------------------------------------------------------------
         (Name)                                (Area Code)(Telephone Number)

         (2) Have all other periodic  reports required under section 13 or 15(d)
of the Securities  Exchange Act of 1934 or section 30 of the Investment  Company
Act of 1940 during the  preceding 12 months or for such shorter  period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                                    [X]Yes [ ]No

         (3) Is it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?

                                                                    [ ]Yes [X]No


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         If  so:  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.


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                               Echocath, Inc.
- --------------------------------------------------------------------------------
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date January 14, 1996               By  /s/ Frank DeBernardis
     -----------------               -----------------------------
                                     Frank DeBernardis,
                                     President, Chief Exececutive Officer,
                                     Principal Financial and Accounting Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by  any  other  duly authorized representative. The name and title of the person
signing  the  form  shall  be  typed or printed  beneath the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer),  evidence of the  representative's  authority
to sign on behalf of the registrant shall be filed with the form.


                                      -4-



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                                   ATTENTION

         Intentional  misstatements  or  omissions  of fact  constitute  Federal
Criminal Violations (See 18 U.S.C. 1001).

- --------------------------------------------------------------------------------


                              GENERAL INSTRUCTIONS

         1. This form is  required  by Rule  12b-25 (17 CFR 240,  12b-25) of the
General Rules and Regulations under the Securities Exchange Act of 1934.

         2. One  signed  original  and four  conformed  copies  of this form and
amendments  thereto must be completed and filed with the Securities and Exchange
Commission,  Washington,  D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information  contained in or filed with
the Form will be made a matter of the public record in the Commission files.

         3. A manually  signed copy of the form and amendments  thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.

         4.  Amendments to the  notifications  must also be filed on Form 12b-25
but need not restate  information  that has been correctly  furnished.  The form
shall be clearly identified as an amended notification.

         5. Electronic Filers.  This form shall not be used by electronic filers
unable to timely file a report  solely due to  electronic  difficulties.  Filers
unable to submit a report within the time period  prescribed due to difficulties
in  electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
Regulation  S-T ('SS' 232.201 or 'SS' 203.202 of this  chapter)  or apply for an
adjustment in  filing  date  pursuant  to Rule  13(b)  of  Regulation  S-T ('SS'
232.13(b) of this chapter).


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