QUANTECH LTD /MN/
NT 10-K, 1998-09-28
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                                          ----------------------
                                    FORM 12b-25                SEC FILE NUMBER
                           NOTIFICATION OF LATE FILING            0-19957
                                                          ----------------------
                                                                CUSIP NUMBER
                                                                 74762K 30 6
                                                          ----------------------
(Check One): [x] Form 10-K and Form 10-KSB  [ ] Form 20-F  [ ] Form 11-K
             [ ] Form 10-Q and Form 10-QSB  [ ] Form N-SAR
                                                                         
                 For Period Ended:  June 30, 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: _________________

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  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.
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If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

                Item 1 of Part I; Item 6 and Item 7 of Part II;
                   Item 13(a) of Part III; Exhibits 23 and 27
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PART I - REGISTRANT INFORMATION

Full Name of Registrant
Quantech Ltd.

Former Name if Applicable

Address of Principal Executive Office (Street and Number)
1419 Energy Park Drive
City, State and Zip Code
 St. Paul, Minnesota  55108
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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;
     /(b)  The  subject  annual  report,  semi-annual  report,  transition
     /     report on Form 10-K, Form 20-F, 11-K, Form N-SAR, X or portion
     /     thereof,  will be filed on or before the fifteenth calendar day 
[X]  /     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.

<PAGE>

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PART III - NARRATIVE

State below in reasonable  detail the reasons why the Form 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  time period.  (Attach Extra
Sheets if Needed)  

Quantech  had begun the  process of  raising  money to fund its  operations  and
development  work through an offering of convertible  preferred  shares when the
recent sharp drop and ongoing  volatility  in world stock  markets  created much
uncertainty and caution among investors.  Although Quantech had achieved several
important  product  development  goals  during  the past year,  the  unfavorable
conditions in the financial  markets made it impossible for the Company to raise
the amount of capital  originally  contemplated in the offering,  and forced the
Company to quickly  seek  other  financing  arrangements  to  continue  business
operations and deal with approximately $3.6 million of convertible notes payable
and accrued interest due September 30, 1998. Because these arrangements have not
been finalized by the due date of the 10-KSB,  the Company needs an extension in
order to provide  investors with accurate and meaningful  information  regarding
the Company's liquidity and capital structure and management's plans.




<PAGE>


PART IV - OTHER INFORMATION

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

         Gregory G. Freitag             651                       647-6370
              (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 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  statements to be included in the subject
         report or portion thereof?                           [ ]  Yes   X  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.


                                 Quantech Ltd.
                  (Name of Registrant as Specified in Charter)

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

Date  September 28, 1998                  By /s/ Gregory G. Freitag
                                             Gregory G. Freitag, COO and CFO




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