UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: May 31, 1997
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 10-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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PART I. REGISTRANT INFORMATION
ML Direct Inc.
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(Full Name of Registrant)
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(Former Name, if Applicable)
3001 Executive Drive, Suite 120
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(Address of Principal Executive Office - Street and Number)
Clearwater, Florida 34622
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(City, State and Zip Code)
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 II 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-KSB, Form 20-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-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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, Form 20-F,
Form 11-K, Form 10-Q, Form N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
Due to the resignation of our auditors Deloitte & Touche LLP, on June
23, 1997, ML Direct, Inc. has not had sufficient time to complete and
review the second quarter financial compilation without unreasonable
effort and expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Nancy Shalek (212) 223-0700
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(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 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 statement to be included in the subject report or portion
thereof? 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. [ ] Yes [X] No
ML Direct Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: July 11, 1997 By: /s/ Nancy Shalek
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Nancy Shalek, Chairman
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