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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
1-13415
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SEC FILE NUMBER
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CUSIP NUMBER
NOTIFICATION OF LATE FILING
(Check One): [] Form 10-K [] Form 11-K [] Form 20-F [x] 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: _________________________
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: Notification
relates to entire filing.
Part I-Registrant Information
Full name of Registrant: Consolidated Resources Health Care Fund II
Former name if applicable: Not applicable.
Address of principal executive office: 1175 Peachtree Street, Suite 710
City, State and Zip Code: Atlanta, Georgia 30361
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Part II-Rule 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;
(b) The subject quarterly report on Form 10-Q 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 Form 10-Q could
not be filed within the prescribed time period. (Attach Extra Sheets if Needed)
The Registrant has experienced a delay in completing the financial
statement and Management's Discussion and Analysis portions of its Form 10-Q for
the fiscal quarter ended June 30, 1998, which delay could not be overcome
without unreasonable effort and expense, as a result of the following:
During the last month, a change in ownership occurred with respect
to the Managing General Partner of the Registrant resulting in replacement of
certain officers of the Registrant. As a result, the new officers and owner have
been unable to finalize the transition to them of all information regarding the
Registrant's performance during the second quarter in a timely manner to enable
them to prepare and verify the financial statements for the Form 10-Q. The
transition and verification of information will be completed within the time
period described in this Form 12b-25.
Part IV-Other Information
(1) Name and telephone number of person to contact in regard to
this notification:
John F. McMullan, Chief Financial Officer Phone: (404) 873-1919
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(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?
[ ] 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.
Consolidated Resources Health Care Fund II
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
By: /s/ John F. McMullan
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Name: John F. McMullan
Title: Chief Financial Officer, Welcare
Service Corporation - II, Managing General
Partner
Date: August 14, 1998
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