UNITED STATES -----------------
SEC FILE NUMBER
SECURITIES AND EXCHANGE COMMISSION 000-30619
-----------------
WASHINGTON, D.C. 20549 CUSIP NUMBER
89652W103
FORM 12B-25 -----------------
NOTIFICATION OF LATE FILING
(Check One): Form 10-K Form 20-F Form 11-K XForm 10-Q Form N-SAR
For Period Ended: August 14, 2000
------------------------
Transition Report on Form 10-K Transition Report on Form 10-Q
Transition Report on Form 20-F Transition Report on Form N-SAR
Transition Report on Form 11-K
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
Trinity Medical Group USA, Inc.
--------------------------------------------------------------------------------
Full Name of Registrant
---------------------
Former Name if Applicable
3753 Howard Hughes Parkway, 2nd Floor
--------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Las Vegas, Nevada 94901
-------------------------
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, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
[X] 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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
SEE ATTACHMENT A
<PAGE>
PART IV -- OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification
Mr. James Namnath 415 256-1995
----------------------------------- --------------------- --------------------
(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 No or for such
shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s) Yes No
[ X ] [ ]
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 No the subject
report or portion thereof? Yes No
[ X ] [ ]
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of results cannot be made.
--------------------------------------------------------------------------------
Trinity Medical Group 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.
By: /s/ Dr. James S. Namnath
----------------------------
Date: August 11, 2000 Name: Dr. James S. Namnath
------------------------- Title: 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.
<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 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 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.
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.
<PAGE>
ATTACHMENT A
PART III - NARRATIVE
The Registrant's Report on Form 10-Q for the period ended August 14, 2000 (the
"Report") could not be filed within the prescribed time period since the
Registrant, which has a small accounting staff, has devoted substantial time and
effort to recent business matters affecting the Registrant, thereby delaying
completion of the Report. As a result, the information necessary to complete the
Report, including the financial statements and the notes thereto, are in the
process of being completed.
