HEALTHTECH INTERNATIONAL INC
NT 10-Q, 1997-08-15
SPORTING & ATHLETIC GOODS, NEC
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                                   FORM 12B-25

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 25049


(Check One):[ ]Form 10-K  [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q  [ ]Form N-SAR

    For Period Ended: June 30, 1997

    [  ]  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: _________________________
   Read Instruction (on back page) Before Preparing Form.  Please Print or Type.

    Nothing in this form shall be construed to imply that the Commissions 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 1 REGISTRANT INFORMATION

HealthTech International, Inc.
Full Name of Registrant:
_______________________
Former Name if Applicable

1237 South Val Vista Drive
Address of Principal Executive Office (Street and Number)

Mesa, Arizona 85204
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 of expense;

 [X]      (b) The subject annual report,  semi-annual report,  transition report
     on Form 10-K,  Form 20-F,  11-K, 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 the Form 10-K,  11-K,  10-Q,
N-SAR,  or the transition  report or the transition  report or portion  thereof,
could not be filed within the  prescribed  time period.  (Attach Extra Sheets if
Needed)

     Substantial   delays  in  obtaining   reporting   information  from  former
     management group responsible for significant portion of the Registrant's
     operations.


PART IV-OTHER INFORMATION

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

     Stephen L. Smith                602                  396-0660
          (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 reports(s). [ ] Yes [X] No

Form 10-k

(3) It is anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statement 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 change between  reporting  periods is due to the addition of four facilities
since the third  quarter of fiscal 1996 and their  corresponding  revenues.  The
Registrant anticipates the results of operations in the current reporting period
to  positively  exceed the  corresponding  quarter  in fiscal  1996 due to these
additions.  Due to delays in obtaining significant  information for this report,
the Registrant cannot definitively quantify this increase at this time.

                         HealthTech International, Inc.
                  (Name of Registrant as Specified in Charter)
has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date:  August 14, 1997

By: /s/ Stephen L. Smith

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).






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