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, 1997
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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
163-03 Horace Harding Expressway
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Address of Principal Executive Office (Street and Number)
Flushing, New York 11365
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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. (Attach Extra Sheets if Needed)
See Attachment I
SEC 1344 (6/93)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Henry Dubbin (718) 460-8400
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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). |_| Yes |X| No
a. Annual Report on Form 10-KSB for fiscal year ended May 31, 1997, and
b. Quarterly Report on Form 10-QSB for quarter ended August 31, 1997.
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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? |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.
See Attachment I.
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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 1/15/98 By /s/Henry Dubbin
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Henry Dubbin, President
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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Attachment I
Oak Tree Medical Systems, Inc.
Form 12b-25
Quarterly Report on Form 10-QSB for the Quarter Ended November 30, 1997
Part III
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,
1997 is required to be filed due to the resignation of Registrant's independent
auditors in April 1997 and the delay in the completion of the audit by
Registrant's new independent auditors of Registrant's financial statements for
the fiscal year ended May 31, 1997. 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.
Part IV - Item 3
The Registrant believes that its results of operations may not be
comparable to the results for the corresponding period for the last fiscal year
because of the Registrant's disposition of its operations of physical therapy
and rehabilitation care centers and related medical practices in North Florida.
For the reasons stated in response to Part III, an estimate of results of
operation for the second fiscal quarter cannot be made at this time.
