SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON DC 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

                                    Commission File Number     0-5920

(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          5/31/99

 . Transition Report on Form 10-K and Form 10-KSB

 . Transition Report on Form 20-F

 . Transition Report on Form 11-K

 . Transition Report on Form 10-Q and Form 10-QSB

 . 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 items(s) to which the notification relates:


                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant      Lancer Orthodontics, Inc.

Former name if applicable

Address of principal executive office (Street and number)

                                 253 Pawnee Street

City, state and zip code        San Marcos CA 92069

                                    PART II
                             RULE 12b-25(b) AND (c)

  If the subject report could not be filed without reasonable 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, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
     or before the 15th calendar day following the
  X   prescribed due date; or the subject quarterly report or transition  report
      on Form 10-Q, 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.

                                    PART III
                                   NARRATIVE

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

The Company is currently gathering and analyzing certain accounting information
to complete its financial statements.

                                    PART IV
                               OTHER INFORMATION

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

  Valoree Weatherly                    760/744-5585
       (Name)                   (Area Code) (Telephone Number)

  (2) Have all other periodic reports required under Section 13 or 15(d) or  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
                 Lancer Orthodontics, 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   August 30, 1999        By /s/     Doug Miller, President