PREMIER LASER SYSTEMS INC
NT 10-Q, 1998-08-17
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                                 UNITED STATES              
                      SECURITIES AND EXCHANGE COMMISSION    
                            Washington, D.C. 20549          
                                                            
                                  FORM 12b-25               
                                                            
                          NOTIFICATION OF LATE FILING       
                                                            --------------------
                                                            | SEC FILE NUMBER  |
(Check One):  [_] Form 10-K  [_] Form 20-F  [_] Form 11-K   |     0-25242      |
                     [X] Form 10-Q  [_] Form N-SAR          --------------------
                                                            --------------------
     For Period Ended:       JUNE 30, 1998                  |   CUSIP NUMBER   |
                      ------------------------------------  |    740522 10 7   |
     [_]  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                   

================================================================================

 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 II of Form 10-K

- --------------------------------------------------------------------------------
PART I--REGISTRANT INFORMATION
- --------------------------------------------------------------------------------
Full Name of Registrant                              PREMIER LASER SYSTEMS, INC.
Address of Principal Executive Officer
   (Street and Number)                               3 MORGAN
City, State and Zip Code                             IRVINE, CA 92618

- --------------------------------------------------------------------------------
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)    [X]

[X]    (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
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       (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 and Form 10-KSB, 20-
F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. (Attach Extra Sheets if
Needed.)

     Registrant was not able to file the subject report in a timely manner
     because the resignation on May 22, 1998 of Ernst & Young LLP as 
     Registrant's independent certified public accountant has prevented it from
     being able to timely complete the audit of its financial statements.

- --------------------------------------------------------------------------------
PART IV--OTHER INFORMATION
- --------------------------------------------------------------------------------
(1)  Name and telephone number of person to contact in regard to this 
     notification

             CHARLES J. OLSON                 (714)             859-0656
     ------------------------------------  ----------- -------------------------
                  (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 the 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?
                                                                 [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 Registrant anticipates that its results of operations will be
     substantially different from the corresponding period for its last fiscal
     year due in part to changes in revenues and costs of sales. The financial
     statements for the quarter in question have not yet been completed and, as
     such, the Registrant is unable to estimate such differences.

                          PREMIER LASER SYSTEMS, INC.
                 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned 
hereunto duly authorized.

                                  PREMIER LASER SYSTEMS, INC.

Date:   August 14, 1998               By:  /s/ CHARLES J. OLSON
      ------------------------            ------------------------------------
                                     Charles J. Olson, Chief Financial Officer

                                      -2-
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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).
- --------------------------------------------------------------------------------

                             GENERAL INSTRUCTIONS

     1.  This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the
General Rules and Regulations under the Securities Exchange Act of 1934.

     2.  One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the Form will be made a matter of public record in the Commission files.

     3.  A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.

     4.  Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.

     5.  Electronic Filers.  This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T ((S)232.13(b)
of this chapter).

                                      -3-



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