NATIONAL HEALTH ENHANCEMENT SYSTEMS INC
NT 10-K, 1996-05-01
PREPACKAGED SOFTWARE
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                  (Check One):

                  [x] Form 10-K      [  ] Form 20-F  [  ]     Form 11-K  [  ]  
                  Form 10-Q  [  ]     Form N-SAR
                  For Period Ended:         January 31, 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 Attached Instruction Sheet 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:
                                                                ----------------

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

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Part I - Registrant Information
- --------------------------------------------------------------------------------

         Full Name of Registrant       National Health Enhancement Systems, Inc.
         Former Name if Applicable
                                       N/A
         -----------------------------------------------------------------------
         Address of Principal Executive Office (Street and Number)
                                        3200 North Central Avenue
         -----------------------------------------------------------------------

         City, State and Zip Code           Phoenix, AZ  85012

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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;

         (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 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 Form 10-K,  Form 20-F, 11-K or
form  N-SAR,  or the  transition  report or portion  thereof  could not be filed
within the prescribed time period.

In connection with its year end closing the Company  determined to reevaluate an
accounting  policy and perform  additional  procedures  in  connection  with the
reevaluation.  As a result, the Company has not completed the preparation of its
financial  statements as of and for the year ended January 31, 1996.  Management
expects to complete this process and submit the Company's  financial  statements
by May 15, 1996.

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Part IV - Other Information
- --------------------------------------------------------------------------------

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

               Jeffrey T. Zywicki           602           230-7575
- --------------------------------------------------------------------------------
                  (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 if 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?

                                                               [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.

         The Company  believes  that the results of  operations  for fiscal year
ended  January  31, 1996 to be included in the Form 10KSB that is the subject of
this  Notification  will be improved from the results of  operations  for fiscal
year ended January 31, 1995. However,  because the Company has not completed the
preparation  of its 1996  statements,  the Company is not in a position to state
the degree or amount of improvement.

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

                  (Name of Registrant as specified in charter)

                    National Health Enhancement System, Inc.

has caused  this notification  to be signed on  its  behalf by  the  undersigned
thereunto  duly authorized.

Date     4/30/96                               By  /s/ Jeffrey T. Zywicki
    ----------------------                       -------------------------------
                                                       Jeffrey T. Zywicki
                                                   Sr. Vice President, Finance


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