RIGID AIRSHIP USA INC
NT 10-K, 2000-03-30
ASSET-BACKED SECURITIES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

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

                    For Period  Ended:  DECEMBER 31, 1999

                    [ ]  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:
===============================================================================
     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

                            Rigid Airship USA, Inc.
- --------------------------------------------------------------------------------
                            Full Name of Registrant

                                       N/A
- --------------------------------------------------------------------------------
                           Former Name if Applicable

                                 130 87th Street
- --------------------------------------------------------------------------------
                         Address of Principal Executive
                           Office (Street and Number)

                             Stone Harbor, NJ 08247
- --------------------------------------------------------------------------------
                            City, State and Zip Code

<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-25(b),  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 expense.


[X]  (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 fifteenth 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 Form 10-K and Form 10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB,  N-SAR,  or the transition  report or portion
thereof could not be filed within the prescribed period. (Attach Extra Sheets if
Needed)


                                       2

<PAGE>

After  moving the  Company  headquarters  to New  Jersey,  the  Company's  major
shareholder  and President  elected to change its  certifying  accountant to one
closer to the Company than the previous  accountant,  who is based in Utah.  The
Company  requested the resignation of the former  certifying  account,  Andersen
Andersen & Strong of Salt Lake City, Utah, and directed to the former accountant
a draft form 8-K,  requesting that they review the proposed 8-K  representations
and direct a letter of assent to the SEC as required. To date, Andersen Andersen
& Strong have not  returned  their SEC letter or previous  records and  auditing
notes  necessary  for the new  auditor  to conduct a  certification  of the 1999
financials for the Company. On March 30, Andersen Andersen & Strong indicated to
the Company that they will prepare and return to the Company the  necessary  SEC
letter,  including  a  statement  that there were no  disagreements  between the
Company  and  Andersen  Andersen  & Strong.  The  Company  requests  a  two-week
extension  during  which it can  complete its 1999 tax return and enable the new
certifying accountant to conclude its audit for 1999.

- --------------------------------------------------------------------------------
PART IV - OTHER INFORMATION
- --------------------------------------------------------------------------------

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

Dow W. Stewart                                  609            368-1106
- ----------------------------------------    -----------   ------------------
(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?

                                                                  [ ] 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.

================================================================================
                            RIGID AIRSHIP USA, INC.
================================================================================
                  (Name of Registrant as Specified in Charter)

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

Date: March 30, 2000             By: /s/ DOW W. STEWART
      --------------               ---------------------------------
                                 Name:  Dow W. Stewart
                                 Title:  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.

                                       3

<PAGE>

                                    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 (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 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  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.

                                       4



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