UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
|_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q |_| Form N-SAR
For the Quarterly 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: __________________
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:
________________________________________________________________________________
PART I -- REGISTRANT INFORMATION
- --------------------------------------------------------------------------------
Full Name of Registrant: The Publishing Company of North America, Inc.
Former Name if Applicable: Not applicable
Address of Principal Executive Office (Street and Number):
577 Deltona Boulevard, 2nd Floor
City, State and Zip Code: Deltona, Florida, 32725
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 reasons 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, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 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.
<PAGE>
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Information recently discovered by the Company is causing the Form 10-Q for
the period ended June 30, 1996 to be re-stated. As a result, the Company
could not complete all of the necessary adjustments in time for a filing on
November 14 for the period ended September 30, 1996.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
James M. Koller, CFO 407-860-3000
(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 answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operation from
the corresponding period from the last fiscal year will be reflected by the
earnings statement to be included in the subject report or portion
thereof? |X| Yes |_| 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.
Three matters significantly affected the Company's results of
operations for the quarter ended September 30, 1996. First, the
Company's revenues in the quarter were reduced approximately $680,000
by the slippage of shipment of four directories into the following
quarter. Secondly, the Company recently revised its estimate of the
allowance for bad debt; the revised estimate resulted in a charge to
income in the most recent quarter of approximately $137,000. Thirdly,
substantial recent growth in the Company's number of employees
resulted in a significant increase in the Company's costs. Please
reference attached Exhibit A which is hereby incorporated by reference
as an integral part of this document. The Company may still make some
adjustments from the numbers presented in Exhibit A; if so, such
adjustments are not considered likely to be material.
- --------------------------------------------------------------------------------
The Publishing Company of North America, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
November 15, 1996 /s/ James M. Koller
-------------------
Chief Financial Officer (Principal
Financial and Accounting Officer)
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
Violations. (See 18 U.S.C. 1001)
Form 12b-25 Notification of Late Filing
For the Quarterly Period Ended September 30, 1996
Exhibit A
The Publishing Company of North America, Inc.
Statements of Income
(unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30 September 30
----------------------- -----------------------
1995 1996 1995 1996
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Net Sales $ 372,104 $ 441,574 $ 964,052 $ 2,312,806
Cost and expenses:
Salaries and commissions 180,245 447,628 445,189 1,132,204
Materials and printing 43,129 97,167 120,298 361,112
Depreciation 9,958 25,325 22,922 60,734
Other operating costs 53,621 442,123 161,520 1,067,617
---------- ----------- ---------- -----------
286,953 1,012,243 749,929 2,621,667
---------- ----------- ---------- -----------
Income (loss) from operations 85,151 ( 570,669) 214,123 ( 308,861)
Other income
Interest income, net of expense -- 59,541 -- 2,203
Other 1,274 -- 3,160 6,488
---------- ----------- ---------- -----------
Income (loss) before provision
for income taxes 86,425 ( 511,128) 217,283 (300,170)
Provision for income taxes -- ( 79,315) -- 48,110
---------- ----------- ---------- -----------
Net income (loss) $ 86,425 ($ 431,813) $ 217,283 ($ 348,280)
========== =========== ========== ===========
Net income (loss) per share -- ($ 0.11) -- ($ 0.10)
========== =========== ========== ===========
Shares used in computation of
net income per share -- 4,111,569 -- 3,535,210
========== =========== ========== ===========
Pro forma data:
Net income (loss) before
provision for income taxes $ 86,425 ($ 511,128) $ 217,283 ($ 300,170)
Pro forma provision for
income taxes 32,574 ( 79,315) 81,927 0
---------- ----------- ---------- -----------
Pro forma net income (loss) $ 53,851 ($ 431,813) $ 135,356 ($ 300,170)
========== =========== ========== ===========
Pro forma net income (loss)
per share $ 0.02 ($ 0.11) $ 0.05 ($ 0.08)
========== =========== ========== ===========
Shares used in computation of
net income per share -- 4,111,569 -- 3,535,210
========== =========== ========== ===========
</TABLE>
