UNIHOLDING CORP
NT 10-Q, 1997-10-16
MEDICAL LABORATORIES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


                             SEC File Number: 0-9833

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

                  For Period Ended:   August 31, 1997

[ ]  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:  _______________________
       -----------------------------------------------------------------------

             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.

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

PART I - Registrant Information

         Full Name of Registrant:       UNIHOLDING CORPORATION
         Former Name if Applicable:

- ------------------------------------------------------------------------------
         Address of Principal Executive Office (Street and Number):
         96 Spring Street

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

         City, State and Zip Code:
         New York, NY  10012

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<PAGE>


PART II - Rules 12b-25(b) and (c)

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

[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,  Form 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.

PART III - Narrative

         State below in reasonable  detail the reasons why the form 10-K,  20-F,
         11-K,  10-Q,  N-SAR or transition  report could not be filed within the
         prescribed time period.

         As a result of delays in filing its Annual  Report on Form 10-K for the
         fiscal year ended May 31,  1997 (which was filed on October 15,  1997),
         the  Registrant  has been unable to assemble  and  complete  the filing
         without unreasonable effort or expense.

PART IV - Other Information


(1)      Name and telephone number of person to contact in regard to this
         notification:  Eugene M. Cronin, Esq.        (212) 925-2800
                              (Name)           (Area Code) (Telephone Number)

(2)      Have all other period  reports  required under [x] Yes [ ]No 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

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<PAGE>

        registrant was required to file such report(s)
         been filed?  If the answer is no, identify
         report(s).

(3)      Is it anticipated that any significant  change [ ] Yes [X]No 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?





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<PAGE>

                        UNIHOLDING CORPORATION
                 (Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.





Date:  October 16, 1997       By:/S/ BRUNO ADAM
                                 ------------------------
                                 Bruno Adam, CFO



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.

                                    ATTENTION

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





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