TERRACE HOLDINGS INC
NT 10-Q, 1996-11-14
EATING PLACES
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                            U.S. SECURITIES AND EXCHANGE COMMISSION
                                    WASHINGTON, D.C.  20549

                                  NOTIFICATION OF LATE FILING

                                          FORM 12b-25

SEC File Number     0-27132                      Cusip Number     65-0594270

                                          [Check One]
 [ ] Form 10-K [ ] Form 20-F [  ] Form 11-K [ X ] Form 10-QSB [   ] Form N-SAR

                      For the Period Ended:             September 30, 1996
                                           -------------------------------

                      [ ] 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 Instructions [on back page] Before Preparing Form.
                                     Please Print or Type
                       Nothing  in this form shall be constructed 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
Full Name of Registrant:     TERRACE HOLDINGS, INC.
Former Name if Applicable:
Address of Principal Executive Office [Street and Number]: 
2699 Stirling Road, Suite C-405

City, State and Zip Code:  Fort Lauderdale, Florida 33312

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]

[ X ] [a] The reasons  described in  reasonable  detail in Part III of
            this form could not be  eliminated  without  unreasonable  effort or
            expenses;

        [b] The subject annual report,  semi-annual report, transition report on
            Form 10-K,  Form 2-F, Form 11-K,  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
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
 10-Q or N-SAR, or the transition report or portion thereof, could not be filed 
within the prescribed time period.  [Attach Extra Sheet if Needed]

PART IV - OTHER INFORMATION
     [1]  Name and telephone number of person to contact in regard to this 
       notification

        Samuel H. Lasko                            954               894-6000
           [Name]                            [Area Code]         [Telephone No.]

     [2] Have all other periodic  reports  required under Section 13 or 15[d] of
         the Securities and 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.


                                        Terrace 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 14, 1996                          By     Samuel H. Lasko
    --------------------------------------------------     --------------------

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 Violation  [See 18 U.S.C. 1001]

                                       GENERAL INSTRUCTIONS

1.   This form is  required by Rule  12b-25 [17 CFR  240.12b-25]  of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed  original and four conformed  copies of this form and amendments
     thereto  must be  completed  and filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with the form will be made a matter of the  public  record in the
     Commission files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4    Amendments to the notifications must also be filed on form 12b-25, but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amendment notification.



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