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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SEC File Number
0-29664
FORM 12b-25
Notification of Late Filing
CUSIP Number
83437C 10 2
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|_| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR
For Period Ended: December 31, 1997
[X] 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
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:
N/A
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PART I - REGISTRANT INFORMATION
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SOLUCORP INDUSTRIES LTD.
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(Exact Name of Registrant as Specified in Charter)
250 WEST NYACK ROAD, WEST NYACK, NEW YORK
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(Address of Principal Executive Office)
10994
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(Zip Code)
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PART II - RULES 12B-25 (B) AND (C)
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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;
[X] (b) The subject annual report or semi-annual report/portion thereof will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report/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
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State below in reasonable detail the reasons why the Form 10-K, 11-K, 20-F, 10-Q
or N-SAR or portion thereof could not be filed within the prescribed time:
The Company's registration statement on Form 10-SB was filed December 22,
1997 and became effective on February 20, 1998. On December 28, 1997 the
Company changed its fiscal year end from June 30 to December 31, 1997.
Accordingly, the Company, which is organized under the laws of Yukon,
Canada, had to devote substantial time and resources to prepare for a
transition period audit and is unable to file the subject report on time
without undue effort and expense.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Herbert H. Sommer, Esq. (516) 228-8181
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(2) Have all other periodic reports required (under Section 13 or 15(d) of the
Securities and 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 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?
|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 can not be made.
The Company cannot make a reasonable estimate of the anticipated
changes until the audit and all adjustments related hereto have been
completed.
SOLUCORP INDUSTRIES LTD. has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: March 31, 1998 SOLUCORP INDUSTRIES LTD.
By: /s/ Peter Mantia
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Peter Mantia, President
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ATTENTION
Intentional misstatements or omissions of act constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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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 and 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, DC 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 the 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.
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MACKAY [LETTERHEAD]
&PARTNERS
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CHARTERED ACCOUNTANTS
March 27, 198
Securities and Exchange Commission
Judiciary Plaza
450 - Fifth Street N.W.
Washington, D.C.
U.S.A. 20549
Dear Sirs:
RE: SOLUCORP INDUSTRIES LTD.
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With respect to the above company's filing of its Form 10-K for the period
ending December 31, 1997, we wish to advise as follows.
We are the independent auditors of the company and are currently auditing the
financial statements for the period ended December 31, 1997. At this time, we
will be unable to complete our audit work before March 31, 1998 due to audit
confirmations and other supporting evidence that is not expected to be available
to us before March 31, 1998.
Yours very truly,
MACKAY & PARTNERS
/s/ MACKAY & PARTNERS
Glenn Ohlhauser, C.A.
