HEALTHWATCH INC
NT 10-K, 1998-09-28
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                UNITED STATES                     OMB APPROVAL
       SECURITIES AND EXCHANGE COMMISSION         OMB Number:         3235-0058
            Washington, D.C. 20549                Expires:          May 31, 1997
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                  FORM 12b-25           SEC FILE NUMBER

          NOTIFICATION OF LATE FILING     CUSIP NUMBER
                                           422214 60 1

(CHECK ONE):      [X] Form 10-KSB       [ ] Form 20-F          [ ] Form 11-K   
                  [ ] Form 10-Q        [ ] Form N-SAR

                      For Period Ended: JUNE 30, 1998 
                      [ ] 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 INSTRUCTION (ON BACK PAGE) 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

HEALTHWATCH, INC.
Full Name of Registrant

Former Name if Applicable
2445 CADES WAY
Address of Principal Executive Office (STREET AND NUMBER)
VISTA, CALIFORNIA 92083
City, State and Zip Code

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)


           |      (a)      The reasons described in reasonable detail in Part
           |               III of this form could not be eliminated without
           |               unreasonable effort or expense;
           |
           |      (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
      [X]  |               before the fifteenth calendar day following the
           |               prescribed due date; or the subject quarterly report
           |               of 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. REGISTRANT IS SCHEDULED TO CLOSE ON THE
PREVIOUSLY-ANNOUNCED ACQUISITION OF PAUL HARRISON ENTERPRISES, INC. ON OR BEFORE
SEPTEMBER 30, 1998. THIS ANTICIPATED CLOSING HAS RESULTED IN A DELAY IN THE
COMPLETION OF THE AUDIT FOR FISCAL 1998 AND THE BALANCE OF THE FORM 10-KSB.

                                                 (ATTACH EXTRA SHEETS IF NEEDED)


<PAGE>



                                                                        SEC 1344
PART IV - OTHER INFORMATION

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

      ANNETTE D. AGNER                800           223-5009, EXT. 3032
           (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 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. REGISTRANT WILL REPORT
      AN UNREALIZED LOSS ON ITS INVESTMENT IN THE COMMON STOCK OF HALIS
      CORPORATION IN AN AMOUNT OF APPROXIMATELY $1,825,000. IN REGISTRANT'S MOST
      RECENT FORM 10-QSB REPORT, IT HAD REFLECTED THE UNREALIZED LOSS IN THIS
      INVESTMENT ON ITS BALANCE SHEET AS AN ADJUSTMENT TO STOCKHOLDERS' EQUITY.


                                HEALTHWATCH, INC.
                  (Name of Registrant as Specified in Charter)

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

Date  SEPTEMBER 28, 1998            By /s/ Larry Fisher 
                                           Director

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).

                              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 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
     to restate information that has been correctly furnished. The form shall be
     clearly identified a 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.232.202 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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