U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25
                           NOTIFICATION OF LATE FILING

      [X] Form 10K [ ] Form 20-F [ ] Form  11-K [] Form 10-Q [ ] Form  N-SAR
                          For Year Ended May 31, 1996

                             SEC File Number: 0-9833



PART I - REGISTRANT INFORMATION

Full name of Registrant:                    UniHolding Corporation

Address of Principal Executive Office:      96 Spring Street, 8th Floor
                                            New York, New York 10012



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 reason 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  or  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 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

         (c)      The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.

PART III - NARRATIVE

The  Company's  Annual  Report  on Form  10-K  could  not be filed as  necessary
information has not been obtained from certain  affiliates.  Further,  there are
additional  exhibits required to be filed with the Annual Report, and certain of
such exhibits  have not been received from related  parties in diskette form for
conversion to the EDGAR system.  Thus,  the Company's  management has determined
that  additional  time  should be taken in the  filing of its first  "edgarized"
Annual Report to insure that the electronic filing procedure is followed and all
necessary exhibits and documentation are properly prepared and filed.

PART IV - OTHER INFORMATION

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

         Melanie K. Stapp  (212) 219-9496

(2)      Have all other periodic reports required under Section 13 and 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

(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 earning statement to be included in the subject report
         or portion thereof?  NO


                             UniHolding Corporation

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

Date:    8-27-96                 By:      /s/ Melanie K. Stapp