<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number _________
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: December 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:
-----------------------------------------------
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:
- --------------------------------------------------------------------------------
PART I
REGISTRATION INFORMATION
Full name of registrant Omega Health Systems Inc.
--------------------------------------------------------
Former name if applicable
------------------------------------------------------
Address of principal executive office (Street and number)
- ---------------------------------------------------------
-------------------------------------------------------
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.)
The Registrant needs additional time to coordinate the activities of
the parties involved in the completion and filing of the Form 10-K.