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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 12b-25 SEC File Number: 333-18291
CUSIP Numbers: 20452H 10 3
20452H 11 1
NOTIFICATION OF LATE FILING
(Check One):
[x] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 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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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: Not Applicable
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant - Complete Wellness Centers, Inc.
Former Name if Applicable - Not Applicable
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Address of Principal Executive Office (Street and Number)
725 Independence Avenue, S.E.
City, State and Zip Code
Washington, D.C. 20003
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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 box if
appropriate)
[x] (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 the Form 10-K and
Form 10-KSB, 20-F, 11-K or 10-Q and Form 10-QSB, N-SAR, or the
transition report or portion thereof could not be filed within the
prescribed time period.
The subject annual report is the registrant's first required
filing under the Securities Exchange Act of 1934; additional
time is needed to compile the financial information required
therefor, and for the external audit regarding the fiscal year
ended December 31, 1996.
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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
E. Eugene Sharer 202 543-6800
(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) during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If
answer no, identify report(s).
Not Applicable [ ] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[x] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
Explanation: The results of operations for the
fiscal year ended December 31, 1996 will differ
significantly from the results of operations for the
fiscal year ended December 31, 1995, primarily
because only one integrated medical center was in
operation in 1995 and eight integrated medical
centers were in operation in 1996. Based on
information currently available, the earnings
statements to be included in the subject report are
expected to reflect an estimated net loss of
approximately $950,000 for the fiscal year ended
December 31, 1996, as compared with a net loss of
$195,889 for the fiscal year ended December 31, 1995.
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COMPLETE WELLNESS CENTERS, 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: March 31, 1997 By /s/ E. Eugene Sharer
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E. Eugene Sharer
President and Treasurer
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.
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