OAK TREE MEDICAL SYSTEMS INC
NT 10-Q, 1997-01-15
HEALTH SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

                         COMMISSION FILE NUMBER: 0-16206

(Check One): |_| Form 10-K   |_| Form 20-F   |_| Form 11-K  
             |X|  Form 10-Q  |_| Form N-SAR

                  For Period  Ended:  November 30, 1996 [ ] 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:_____________________________

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  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.
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If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

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PART I - REGISTRANT INFORMATION

     Oak Tree Medical Systems, Inc.
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Full Name of Registrant

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Former Name if Applicable

     2 Gannett Drive, Suite 215
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Address of Principal Executive Office (Street and Number)

      White Plains, New York 10604
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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 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 Forms 10-K,  11-K, 20-F, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

See Attachment I
                                                 (Attach Extra Sheets if Needed)
                                                                  SEC 1344 (6/93


<PAGE>


PART IV -- OTHER INFORMATION

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

         William Kedersha             (914)                       694-2500
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              (Name)               (Area Code)                (Telephone Number)

(2)      Have all other period 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). |X| Yes |_| No

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(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.

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                         Oak Tree Medical Systems, 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     1/15/97              By  /s/ William Kedersha
     -------------------          ----------------------------------------------
                                      William Kedersha, Chief Executive 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
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            Intentional misstatements or omissions of fact constitute
               Federal Criminal Violations (See 18 U.S.C. 1001).
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<PAGE>

                                  Attachment I

                         Oak Tree Medical Systems, Inc.
                                   Form 12b-25
       Quarterly Report on Form 10-QSB for the Quarter Ended November 30, 1996


         Registrant's  financial  statements were not completed on or before the
date on which Registrant's Form 10-QSB for the fiscal quarter ended November 30,
1996 is  required  to be filed  due to  changes  in  accounting  systems  and to
acquisition  activity  occurring  after the end of the quarter.  The acquisition
activity has been reported in  Registrant's  Current Report on Form 8-K dated as
of December 26, 1996.  The  Registrant  believes at this time that the financial
statements  will be  completed,  and its Form 10-QSB  will be filed,  within the
grace period provided for under Rule 12b-25.




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