TERRACE HOLDINGS INC
NT 10-Q, 1996-08-13
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[ ] Form 20-F [ ] Form 11-K   [ X ] Form 10-QSB  [   ] Form N-SAR

                  For the Period Ended:        June 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        August 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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