CTI INDUSTRIES CORP
NT 10-K, 1999-01-29
MISCELLANEOUS MANUFACTURING INDUSTRIES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING
(Check One):[X]Form 10-K [ ]Form 20-F [ ]Form 1l-K [ ]Form 10-Q [ ]Form N-SAR

For Period Ended: October 31, 1998
[ ] Transition Report on Form 10-K                          SEC FILE NUMBER
[ ] Transition Report on Form 20-F                             000-23115
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q                            CUSIP NUMBER
[ ] Transition Report on Form N-SAR                            125961 10 2
For the Transition Period Ended:

  Read Instruction {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.

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

                           CTI INDUSTRIES CORPORATION
                           --------------------------
                             Full Name of Registrant


                            -------------------------
                            Former Name if Applicable
 
                        
                             22160 North Pepper Road
            ---------------------------------------------------------
            Address of Principal Executive Office (Street and Number)


                              Barrington, IL 60010
                            ------------------------
                            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 III of this form  could not be  eliminated
                                 without unreasonable effort or expense;
                            (b)  The subject annual report,  semi-annual report,
                                 transition  report on Form 10-K,  Form 20-F,  I
                                 I-K, Form N-SAR,  or portion  thereof,  will be
                                 filed on or before the fifteenth calendar day
                  [X]            following  the  prescribed  due  date;  or  the
                                 subject  quarterly report of 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 the Form 10-K,  11-K,  10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)

In order for the Company to complete the  preparation  of financial  information
for its fiscal year ended October 31, 1998, the Company requires additional time
to file its Form 10-KSB for such fiscal year.


PART IV--OTHER INFORMATION

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

          SCOTT P. SLYKAS              312              294-6044
         ----------------           ---------       ----------------
             (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  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.



                           CTI INDUSTRIES CORPORATION
                  (Name of Registrant as Specified in Charter)

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

  
Date:  January 29, 1999                    By  /s/ Howard W. Schwan
                                               ---------------------------- 
                                               Howard W. Schwan, President


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).

<PAGE>

     The Company  expects to report net sales of  approximately  $20,000,000 for
     the  fiscal  year ended  October  31,  1998,  as  compared  to net sales of
     $16,431,000 for the fiscal year ended October 31, 1998. The Company expects
     to report income before taxes of approximately $180,000 for the fiscal year
     ended  October 31, 1998, as compared to income before taxes of $589,000 for
     the  fiscal  year ended  October  31,  1997.  Net income for the year ended
     October 31, 1998 is  expected to be  approximately  $120,000 as compared to
     $1,140,000  for fiscal 1997.  Included in income for fiscal 1997, was a tax
     benefit  of  $550,000  resulting  from  the  reversal  of a  tax  valuation
     allowance  created  in prior  years.  The  decrease  in  earnings  resulted
     primarily  from  increases in  administrative,  marketing  and  promotional
     expenses,  including  expenses  arising from the purchase of an  additional
     building  facility,  costs  associated  with  the  Company  being a  public
     reporting  company,   certain  non-recurring   expenses  including  medical
     benefits expenses,  servicing fees and promotional costs related to certain
     major  accounts  and  costs  associated  with  a  substantial  increase  in
     production during the second half of fiscal 1998.




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