SAFE ALTERNATIVES CORP OF AMERICA INC
NT 10-Q, 1997-05-15
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 12B-25

                          NOTIFICATION OF LATE FILING

                                                     SEC FILE NUMBER 000-21627
 
                                                     CUSIP
                                                     N/A
 
(CHECK ONE)
    __FORM 10-K AND FORM 10KSB  __FORM 20-F  __FORM 11-K   X FORM 10-Q AND
                                                          ---
                           FORM 10QSB  __FORM N-SAR

     FOR PERIOD ENDED MARCH 31, 1997
                      --------------

     __ 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 CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.

PART I--REGISTRANT INFORMATION

Full Name of Registrant: SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
                         ----------------------------------------------

Address of Principal Executive Office (Street and Number):


     27 GOVERNOR STREET, RIDGEFIELD, CONNECTICUT   06877
     ---------------------------------------------------
<PAGE>
 
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-25b, 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 20-F, 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/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 the Form 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. (ATTACHED EXTRA SHEETS IF NEEDED)

           Due to the failure of the Company and the auditors to reconcile the
necessary information to assemble the filing.

PART IV--OTHER INFORMATION

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

     RICHARD J. FRICKE             203             438-8144
     -----------------             ---             --------
    (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 
<PAGE>
 
     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.

                Safe Alternatives Corporation of America, Inc.
              -------------------------------------------------
                 (Name of Registrant as Specified In Charter)

has caused this notification to be signed on its behalf by the undersigned
hereto duly authorized

Dated:  March 15, 1997
        --------------

                                 SAFE ALTERNATIVES CORPORATION
                                    OF AMERICA, INC.


                                 By: /s/ Robert Thompson
                                     -------------------
                                 Robert Thompson
                                 Treasurer

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 representatives's authority
to sign on behalf of the registrant shall be filed with the form.

                                   ATTENTION
INTENTION MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (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
<PAGE>
 
    filed with the form will be made a matter of 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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