CANCER TREATMENT HOLDINGS INC
NT 10-K, 1998-08-26
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                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                  FORM 12b-25

                                                Commission File Number 0-16964
                                                                       -------

                          NOTIFICATION OF LATE FILING

(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form
N-SAR 
For Period Ended: May 31, 1998 
[ ] 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:
                                ---------------------------

     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:

                        Part I. Registrant Information

Full Name of Registrant: Cancer Treatment Holdings, Inc. Former Name if
Applicable: N/A
                 c/o 540 Joan Drive, Fairfield, CT 06430-2207
                 --------------------------------------------
Address of principal executive office (Street and Number), City, State and Zip
Code

                       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.)

      :    (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, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
           or before
      :    the 15th 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 Form 10-K, 11-K,
20-F, 10-Q, N- SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if
needed.)

                               Page 1 of 3 Pages


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     An extension of time in filing Form 10-KSB is required, since the
registrant sold substantially all of its assets and liabilities as of
May 31, 1998 and is in the process of determining the impact of this
proposed transaction on the recorded assets and liabilities of the
registrant as of May 31, 1998. The registrant expects the determination
to be available in time for filing within the extension period.
       
                       Part IV. Other Information

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

   Carol O'Donnell                                (203) 254-7765
   ---------------                                --------------
   Name                                     Area Code and 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 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.

                       Cancer Treatment Holdings, Inc.
                       -------------------------------
                 (Name of registrant as specified in charter)

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

Date:  August 26, 1998                    By:   /s/ Carol O'Donnell
       ---------------                         --------------------
- -----------------------
                                          Carol O'Donnell
                                          Secretary

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

     Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).



                                      -2-


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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                           Attachment to Form 12b-25

                                                Commission File Number 0-16964
                 -------


                        CANCER TREATMENT HOLDINGS, INC.

Part IV
Other Information

(3) As stated in response to Part III, the registrant sold substantially all
of its assets and liabilities as of May 31, 1998. The registrant is in the
process of determining the impact of this proposed transaction on the
registrant's recorded assets and liabilities as of May 31, 1998.

                                      -3-




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