UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form
N-SAR
For Period Ended: March 31, 1998
[ ] 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:
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
The Care Group, Inc.
Full Name of Registrant
Former Name if Applicable
275 Park Avenue South
Address of Principal Executive Office (Street and Number)
New York, New York 10010
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)
(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 of
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, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The registrant is unable to file its Quarterly Report on Form 10-Q within
the prescribed time period because the registrant is still in the process
of completing its Annual Report on Form 10-K for the year ended December
31, 1997. The registrant will file its Quarterly Report on Form 10-K for
the quarter ended March 31, 1998 as soon as practicable after the
registrant files it Annual Report on Form 10-K.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Michael Moran 212 614-9220
(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 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 answer is
no, identify report(s).
[ ] Yes [ X ] 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 [ ] 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 registrant has not completed its audit for the year ended
December 31, 1997 and, accordingly, is not able to finalize its
results of operations for the quarter ended March 31, 1998.
SIGNATURES
The Care Group, Inc. has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
THE CARE GROUP, INC.
Date: May 15, 1998 By: /s/ Michael Moran
Name: Michael Moran
Title: President
