UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-15207
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(Check One): [ ] Form 10-K and Form 10-KSB [X] Form 10-Q and Form 10-QSB
[ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR
For Period Ended: October 31, 2000
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[ ] 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:
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
First American Health Concepts, Inc.
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Full Name of Registrant
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Former Name if Applicable
7776 South Pointe Parkway West, Suite 150
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Address of Principal Executive Office (Street and Number)
Phoenix, AZ 85044-5424
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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)
[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, 11-K, 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 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.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
11-K, 20-F, 10-Q and Form 10-QSB, N-SAR, or other transition report or portion
thereof, could not be filed within the prescribed period.
The delay in filing the Form 10-QSB for the three month period ended October 31,
2000 is due to a delay in completing the audit of the consolidated financial
statements as of and for the year ended July 31, 2000. In conducting the fiscal
year 2000 audit, and subsequent to the filing of the restated 1999 Form
10-KSB/A, the Company discovered additional errors and further adjustments were
required to correct the previously restated financial statements. The Company
then engaged Pannell Kerr Forster of Texas, P.C. to reaudit the year ended July
31, 1999. As a result of the reaudit of the financial statements for the year
ended July 31, 1999 additional time was needed to fully assess the final impact
of the restatements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
James A. Gresko 602 414-1290
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(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 reports), been filed. If answer is no,
identify report(s). [ ] YES [X] NO
Form 10-KSB for the year ended July 31, 2000
(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 statement 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,
if appropriate, state the reasons why a reasonable estimate of the results
cannot be made.
As a result of the restatement of the fiscal year 1999 financial statements, to
be included within the pending filing of the fiscal year 2000 Form 10-KSB, the
effects of these restatements on the financial position and results of
operations as it relates to each of the fiscal quarters of fiscal year 2000 has
not been determined. Management expects that the impact of these restatements,
when determined, will require that each of the previously filed fiscal year 2000
Form 10-QSB's will be amended to give effect to the restatement.
First American Health Concepts, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 15, 2000 By: /s/ James A. Gresko
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