Form 12b-25
[As last amended in Release No. 34-35113,
December 19, 1994, 59 F.R.67742.]
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 N-SAR
For Period Ended: DECEMBER 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.
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If the notification relates to a portion of the filing checked
above, identify the Items(s) to which the notification relates.
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Part I - Registrant Information
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Full name of Registrant PETHEALTH SYSTEMS, INC.
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
444 Madison Avenue, #1710
City, State and Zip Code New York, New York 10022
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Part II - Rules 12b-25(b) and (c)
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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 II 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,
[X] 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.
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Part III - Narrative
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State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed within the
prescribed time period.
Following a change in control of the registrant in February, 1997
(previously reported on Form 8-K), new management of the registrant dismissed
the prior independent accounting firm in March, 1997, and has retained a new
independent accounting firm (previously reported on Form 8-K), to audit the
financial statements of the registrant for the year ended December 31, 1996.
Because the new auditor is located in Denver, while the registrant's officers
and directors are located in New York, New York, and previous management resided
in San Antonio, Texas, it has been impossible to coordinate the delivery to the
new auditor of all the appropriate books and records for fiscal 1996 until very
recently. The new auditor will not be able to complete the audit until April
4,1997.
The registrant does not believe that any portion of the Form 10-KSB
should be filed separate from the complete document. Accordingly, the registrant
will file the Form 10-KSB as soon as the audit is completed; presently, the
registrant anticipates filing the Form 10-KSB on or before April 11, 1997.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard
to this notification.
Stephen E. Rounds, counsel to registrant. (303) 377-6997
(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 f or such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify reports(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?
[ ]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.
PETHEALTH 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 thereunto duly authorized.
Date: 31 March 1997 By: /s/ Ted A. Sprinkle, Jr.
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TED A. SPRINKLE, JR.,
President
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