U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
X Form 10-K and Form 10-KSB Form20-F Form11-K
Form 10-Q and Form 10-QSB Form N-SAR
For Period Ended: December 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 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:
Full Name of Registrant:
Wilson Brothers USA, Inc.
Former Name if Applicable: Wilson Brothers
Address of Principal Executive Office (Street and Number)
902 South Main Street
City, State and Zip Code:
Point Marion, PA 15474
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, 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 accountants 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
and Form 10-KSB, 20-F,
11-K 10-q AND Form 10-QSB, N-SAR, or the transition report
or thereof could not be filed within the prescribed period.
See attached.
Part IV - Other Information
(1) Name and telephone number of person to contact in
regard to this notification
(Name) (Area Code) (Telephone Number)
John Sanford 212 629-7706
(2) Have all other periodic reports required under 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).
Yes
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the
fiscal year will be reflected by the earnings statements to
be included in the report or portion thereof?
Yes
If so, attach an explanation of the anticipated
change, both narratively, and if quantitatively, and
if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
(Name of the Registrant as Specified in
Charter)
Wilson Brothers USA, Inc.
has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: __3/31/98__By: John Sanford____________
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 representatives authority to sign on behalf
of the registrant shall be filled with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
Securities and Exchange Commission
Washington, DC 20549
Form 12b-25
Part III. Narrative
We are requesting extension to File Form 10-K for December
31, 1997, because we require additional time to complete our
accounting records.
Part IV
(3) It is anticipated that there will be a significant
change in results of operations for the year ended December
31, 1997 versus December 31, 1996 due to the reversal of a
provision for environmental costs in the amount of $775,000
since quantification of the costs related to this matter
have been finally determined.
