TURBODYNE TECHNOLGIES INC
NT 10-K, 1999-04-01
MOTOR VEHICLE PARTS & ACCESSORIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                                Commission File Number 000-21391

                           NOTIFICATION OF LATE FILING


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

For Period Ended:   DECEMBER 31, 1998                                           
                    ------------------------------------------------------------

[  ] Transition Report on Form 10-K         [  ] Transition Report on Form 10-Q
[  ] Transition Report on Form 20-F         [  ] Transition Report on Form N-SAR
[  ] Transition Report on Form 11-K

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 Item(s) to which the notification relates: 
                                                    ---------------------------
- -------------------------------------------------------------------------------

                         PART I. REGISTRANT INFORMATION

Full name of registrant             TURBODYNE TECHNOLOGIES INC.
                         -------------------------------------------------------
Former name if applicable

- --------------------------------------------------------------------------------

Address of principal executive office (STREET AND NUMBER)

  21700 Oxnard Street, Suite 1550
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City, State and Zip Code    Woodland Hills, California  91367
                          ------------------------------------------------------

                         PART II. 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 appropriate box.)

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


<PAGE>


[ X ]    (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-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.

                               PART III. NARRATIVE

         State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-QSB, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

The Company has not been able to complete the compilation of the requisite 
financial data and other narrative information necessary to enable it to have
sufficient time to complete the Company's Annual Report on Form 10-K by March
31, 1999, the required filing date, without unreasonable effort and expense.

                           PART IV. OTHER INFORMATION

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

         Khal Kader                             818               593-2282 
- -------------------------------------------------------------------------------
         (Name)                              (Area Code)      (Telephone number)

         (2) Have all other periodic reports required under Sections 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?
                                                                 [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.

TURBODYNE TECHNOLOGIES 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  MARCH 31, 1999                          By  /S/ KHAL KADER
     -----------------------                     -------------------------------
                                              Name: Khal Kader
                                              Title: Chief Financial Officer

<PAGE>


Part IV.  Item 3.

The results for the year ended December 31, 1998 are significantly impacted by
the factors described in the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 as well as substantially increased costs 
associated with the relocation of the Company's Light Metals Division from 
California to Mexico, accruals for contingent liabilities associated with 
certain legal actions pending against the Company, increased non-cash 
compensation expenses largely attributable to consultants retained by the 
Company to assist it in connection with marketing, legal and related matters
and increased expenses associated with the Company's research and development
efforts primarily related to the Dynacharger (TM) product.  Consequently, the
Company expects to incur a substantial net loss for the year ended December 31,
1998 as compared to the prior period.



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