LYNTON GROUP INC
NT 10-K, 1995-12-22
AIR TRANSPORTATION, NONSCHEDULED
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               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549



                           FORM 12b-25


                              Commission File Number: 0-6867
                              CUSIP Number: 551755


                   NOTIFICATION OF LATE FILING


(Check One):
 [ x ] Form 10-K [   ] Form 20-F  [   ] Form 11-K
 [   ] Form 10-Q [   ] Form N-SAR

For Period Ended:  SEPTEMBER 30, 1995

[  ]  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:  N/A

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


                 PART I.  REGISTRANT INFORMATION


Full name of registrant:  LYNTON GROUP, INC.

Former name if applicable:  N/A

Address of principal executive office (Street and number):
9 Airport Road, Morristown Municipal Airport

City, State and Zip Code:
Morristown, New Jersey 07960





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               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 appropriate box.)

[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, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or before  the  15th 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  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, 11-K, 20-F, 10-
Q, N-SAR or the  transition  report  or  portion thereof could not be filed
within the prescribed time period.

                    SEE RIDER ANNEXED HERETO.

                   PART IV.  OTHER INFORMATION

(1)  Name  and telephone number of person to  contact  in  regard  to  this
notification:
                   Name:  Manus O'Donnell
                   Area Code and Telephone number:  201-292-9000

(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 the
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.


                           Page 2 of 4

LYNTON GROUP, INC.  has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.



Date: December 21, 1995          BY /S/MANUS O'DONNELL
                                    Name: Manus O'Donnell
                                    Title: Chief Financial Officer



                            ATTENTION

INTENTIONAL MISSTATEMENTS  OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).


                           Page 3 of 4

<PAGE>
                         LYNTON GROUP, INC.



RIDER TO FORM 12b-25

PART III - NARRATIVE

As  a  result of unexpected delays  in  gathering  the  data  necessary  to
finalize  the  Registrant's  Form  10-K,  largely  due  to  other necessary
business  commitments  of certain of the Registrant's officers  responsible
for preparing the subject  report,  the  Report  on  Form 10-K could not be
timely filed without unreasonable effort or expense.

PART IV - OTHER INFORMATION

(3) Net revenues for the fiscal year ended September 30,  1995 is estimated
at approximately $33.6 million as compared to net revenues of approximately
$33.0  million  for  the  fiscal year ended September 30, 1994.   Operating
income for fiscal 1995 increased  to  approximately $987,000 as compared to
approximately $364,000 for fiscal 1994.   This  change  resulted  primarily
from increased operating income from the Registrant's UK flight operations.
The Registrant anticipates that it will have a net loss for fiscal  1995 of
approximately $2,098,000 as compared to a net loss of $1,397,000 for fiscal
1994.   The  primary causes for this change were increased operating income
for the Registrant's  UK  flight  and maintenance operations, offset by the
Registrant writing off in fiscal 1995 the carrying value of the unamortized
goodwill in Dollar Air in the amount of approximately $1,116,000.


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