HEALTH PROFESSIONALS INC /DE
NT 10-Q, 1997-05-14
SPECIALTY OUTPATIENT FACILITIES, NEC
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR

For Period Ended:    March 31, 1997
                 ------------------------------------------------------------- 

      [ ] Transition  Report on Form 10-KSB
      [ ] Transition Report on Form 10-F
      [ ] Transition  Report on Form 11-K
      [ ] Transition Report on Form 10-QSB 
      [ ] Transition Report on Form N-SAR

      For the Transition Period Ended:
                                      ----------------------------------------
PART I.     REGISTRANT INFORMATION

                           HEALTH PROFESSIONALS, INC.
- --------------------------------------------------------------------------------
                            (Full Name of Registrant)

- --------------------------------------------------------------------------------
                          (Former Name, if Applicable)

                     515 East Las Olas Boulevard, Suite 1600
- --------------------------------------------------------------------------------
           (Address of Principal Executive Office - Street and Number)

                         Fort Lauderdale, Florida 33301
- --------------------------------------------------------------------------------
                           (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.)

[X]         (a)   The reasons  described in reasonable detail in Part II 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-KSB,  Form 20-F,  Form 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  or  transition  report on Form  10-QSB,  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.


<PAGE>

PART III - NARRATIVE

      State below in reasonable detail the reasons why the Form 10-KSB, Form 20-
F, Form 11-K,  Form  10-QSB,  Form N-SAR,  or the  transition  report or portion
thereof, could not be filed within the prescribed time period.

         The Company could not obtain all the required  information  necessary
 to complete the Form 10-Q filing.   
         
PART IV - OTHER INFORMATION

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

           William Reiter                 (954)              766-2552
      --------------------------------------------------------------------------
               (Name)                   (Area Code)      (Telephone Number)

(2)   Have all other periodic  report  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  reports  been filed?  If
      answer is no, identify report(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  statement to be included in the subject report or portion
      thereof?  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. [ ] Yes [X] No

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

                           HEALTH PROFESSIONALS, 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:     May 12, 1997                       By: /s/ William Reiter
       -----------------------------         -----------------------------------
                                             Its: Chief Executive Officer



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