UNIHOLDING CORP
NT 10-Q, 1999-04-15
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:   February 28, 1999

[ ]  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

<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  obtaining  the  accounts  of certain  foreign
subsidiaries,  the Registrant has been delayed in preparing its accounts and has
been unable,  without  unreasonable effort or expense, to complete the filing of
the Form 10-Q for the period  ended  February  28,  1999  (which the  Registrant
expects to complete and file within the next day).

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 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? [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.

         The  results of  operations  in the  corresponding  period for the last
fiscal year included the results of certain  events of a  non-recurring  nature,
principally the disposal of the former UK subsidiary.  The  anticipated  results
for the three month  period  ended  February 28, 1999 are net income of $126,000
and for the nine month period approximately $1 million.

<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: April 14, 1999              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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