CFI MORTGAGE INC
NT 10-Q, 1998-08-18
FINANCE SERVICES
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                                                       COMMISSION FILE NUMBER
                                                            000-18108
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                                                           CUSIP NUMBER
                                                            12526J108
                                                   -----------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


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

               For Period Ended: June 30, 1998

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

     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 the item(s) to which the notification relates:

================================================================================

                                     PART I
                             REGISTRANT INFORMATION


                                CFI Mortgage Inc.
________________________________________________________________________________
Full Name of Registrant



________________________________________________________________________________
Former Name if Applicable


                          580 Village Blvd., Suite 120
________________________________________________________________________________
Address of Principal Executive Office (Street and Number)


                            West Palm Beach, FL 33409
________________________________________________________________________________
City, State and Zip Code


                                    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.)

[ ]  |    (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.


                                    PART III
                                   NARRATIVE

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

CFI  Mortgage is in the final  stages of  consummating  a sale of a  significant
business  unit,  execution of an agreement to issue  securities in Europe and an
extensive  review of past  accounting  practices,  reserve  levels and  reported
results to establish whether or not material  misstatements may have occurred in
prior filings by the company. Given the significance of these items,  management
felt it was  appropriate  to delay  filing of this Form 10-QSB in order to bring
these  items  closer to  resolution  so that the impact may be  included in this
report.



<PAGE>


                                    PART IV
                               OTHER INFORMATION

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

     Christopher C. Castoro                          561          687-1595
     ---------------------------------------------------------------------------
                       (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 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.

The Form 10-QSB for the Company is expected to show a pre-tax loss on operations
of approximately $3.9 million or $1.71 per share for the three months ended June
30, 1998. This compares with a loss of $574,290 or $0.24 per share for the three
months ended June 30, 1997.

The  operating  loss in the current  quarter was  influenced  by a number of non
recurring events,  including a reduction to revenue  recognized on loan sales in
prior  periods of nearly  $900,000,  an  increase  to reserve for loan losses in
excess of $800,000,  expenses more than $500,000  related to a branch  expansion
effort from which the company subsequently withdrew, reversal of interest income
on non performing  loans of nearly  $300,000 and costs  associated  with capital
raising efforts in excess of $300,000.


================================================================================


                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date                               By /s/ CHRISTOPHER C. CASTORO
    -------------------               ------------------------------------------
                                           Chief Executive 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).
- --------------------------------------------------------------------------------

                              GENERAL INSTRUCTIONS

     1.  This  form  is  required  by  Rule  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 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 amended notification.

     5.  ELECTRONIC  FILERS.  This form shall not be used by  electronic  filers
unable to timely file a report  solely due to  electronic  difficulties.  Filers
unable to submit a report within the time period  prescribed due to difficulties
in  electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
Regulation  S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.


(Form 12b-25-07/98)



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