Washington, DC 20549


FORM 12b-25



    Commission File Number 0-51902


(Check One)    


¨  Form 10-K     ¨  Form 11-K     ¨  Form 20-F     x  Form 10-Q

¨  Form N-SAR    

  For Period Ended: Quarter ended September 30, 2007
  ¨  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:             






InfuSystem Holdings, Inc.
Full name of Registrant
Former name if applicable
350 Madison Avenue
Address of principal executive office (Street and Number)
New York, New York 10017
City, state and zip code



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.)



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



State below in reasonable detail the reasons why 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).

The Registrant recently completed a significant acquisition (as reported on a Current Report on Form 8-K filed on October 31, 2007) and as result has a new Chief Executive Officer effective October 25, 2007 and a new Chief Financial Officer effective November 12, 2007. As a result, the Registrant could not complete its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 without unreasonable effort and expense.






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


Steven Watkins      212    418-5070
(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.




InfuSystem Holdings, 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: November 12, 2007     By:  

/s/ Steven Watkins

    Name:   Steven Watkins
    Title:   Chief Executive Officer