HEALTHWATCH INC
NT 10-K, 1999-09-29
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
                                               Estimated average burden
                                               hours per response . . . . 2.50
                                               -------------------------------

                  FORM 12b-25                         SEC FILE NUMBER
                                               -------------------------------

           NOTIFICATION OF LATE FILING                  CUSIP NUMBER
                                                         422214-60-1
                                               -------------------------------

(Check One): [X]Form 10-K __ Form 20-F __ Form 11-K __  Form 10-Q __ Form N-SAR

For Period Ended:            June 30, 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 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

   9040 Roswell Road, Suite 470
- -------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

   Atlanta, Georgia   30350
- -------------------------------------------------------------------------------
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
[X] |       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 fifteenth 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  REQUIRES  ADDITIONAL  TIME TO COMPLETE  ITS AUDIT FOR THE YEAR ENDED
JUNE 30,  1999  BECAUSE  OF A CHANGE  OF  AUDITORS.  ADDITIONALLY,  THE AUDIT IS
AWAITING THE COMPLETION OF THE TWO-YEAR AUDIT OF A SUBSIDIARY,  MERAD  SOFTWARE,
INC.  (F/K/A  PAUL  HARRISON  ENTERPRISES,  INC.),  WHICH  WAS  ACQUIRED  BY THE
REGISTRANT  IN  OCTOBER  1998.  REGISTRANT  WILL FILE  SUCH  REPORT ON OR BEFORE
OCTOBER 13, 1999.

                                                 (ATTACH EXTRA SHEETS IF NEEDED)
                                                          SEC 1344 (6/94)
<PAGE>

PART IV - OTHER INFORMATION

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

         Brian L. Schleicher             770                   667-2216
     ----------------------------    -------------      -----------------------
              (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? /__/ Yes /X/ 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.

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

                                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, 1999                By:  /s/ Paul W. Harrison
    -------------------------                 ---------------------------------
                                              Chief Executive 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.

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



TAUBER & BALSER, P.C.
________________________________________________________________________________
ACCOUNTANTS AND CONSULTANTS                               Tower Place, Suite 250
                                                       3340 Peachtree Road, N.E.
                                                     Atlanta, Georgia 30326-1026
                                             (404) 261-7200 - FAX (404) 261-9481




September 28, 1999



Securities and Exchange Commission
Washington, D.C.  20549


Gentlemen:

We have been newly appointed  auditors for the Company and have not been able to
complete the audit for the  year-ended  June 30, 1999 in time for the Company to
file its form 10-KSB by  September  28,  1999  without  unreasonable  effort and
expense on behalf of the Company.  We are awaiting  the  completion  of an audit
being conducted by the predecessor  auditor of the Company with regard to a two-
year audit of a subsidiary  of the Company,  MERAD  Software,  Inc.  (f/k/a Paul
Harrison  Enterprises,  Inc.) which was acquired by the Company in October 1998.
We expect to  complete  our audit and render our opinion in time for the Company
to file its form 10-KSB on or before October 13, 1999.


                                        Sincerely

                                        Tauber & Balser, P.C.


                                        By: /s/ J. Marc Welch
                                            ----------------------------------
                                             J. Marc Welch, CPA




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