SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 33-13110 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR For Period Ended: September 30, 1999 [_] 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 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 REGISTRANT INFORMATION MEDTECH DIAGNOSTICS, INC. - -------------------------------------------------------------------------------- Full Name of Registrant - -------------------------------------------------------------------------------- Former Name if Applicable 900 Third Avenue, Suite 201 - -------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) New York, New York 10022 - -------------------------------------------------------------------------------- City, State and Zip Code 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.) [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, Form 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 [X] (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 why the 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.) As previously disclosed in the registrants Form 8-K, dated December 29, 1999, the registrant has changed its independent accountants effective on December 8, 1999. As such, the registrant's independent auditors have not been able to complete the procedures necessary to furnish the required opinion on the registrant's financial statements. Thus, the registrant requires additional time to properly complete and file its Form 10-KSB for the fiscal year ended September 30, 1999. For the reasons set forth above, the registrant cannot timely file its Annual Report on Form 10-KSB for the fiscal year ended September 30, 1999 without unreasonable effort or expense. The registrant will file its Form 10-KSB no later than the fifteenth day after the due date of the 10-KSB. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Steven N. Bronson, President (212) 610-2278 --------------------------------------------------------------------------- (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). [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. MEDTECH DIAGNOSTICS, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date December 30, 1999 By /s/ Steven N. Bronson ------------------- --------------------------------------------- Steven N. Bronson, President 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. Section 1001). KAUFMAN ROSSIN & CO., P.A. Certified Public Accountants 2000 Glades Road, Suite 324 Boca Raton, Florida 33431 December 29, 1999 Securities and Exchange Commission 450 Fifth Street Washington D.C. 20549 Re: Medtech Diagnostics, Inc. SEC Registration number 33-13110 This letter is written in response to the requirement of Rule 12b-25(c) of the Securities Exchange Act of 1934 and in satisfaction of item (c) of Form 12b- 25. We are the independent auditors of Medtech Diagnostics, Inc. (the "Registrant"). The Registrant has stated in Part III of its filing on Form 12b-25 that it is unable to timely file, without unreasonable effort or expense, it Annual Report of Form 10-KSB for the year ended September 30, 1999 because our firm has not yet completed our audit of the financial statements of the Registrant for the year ended September 30, 1999. Our firm was engaged on December 8, 1999 and has been unable to complete the procedures necessary to furnish the required opinion on such financial statements. We hereby advise you that we have read the statements made in the Registrant in Part III of its filing on Form 12b-25 for the year ended September 30, 1999, and agree with the statements made therein as they relate to accounting and auditing matters. Very truly yours, /s/ Kaufman, Rossin & Co. Kaufman, Rossin & Co.