HELIONETICS INC
NTN 10K, 1996-04-18
CONSTRUCTION - SPECIAL TRADE CONTRACTORS
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<PAGE>
              U.S. SECURITIES AND EXCHANGE COMMISSION
      FORM 12b-25WASHINGTON  D.C. 20649       SEC FILE NUMBER
                                                     1-8355
          NOTIFICATION OF LATE FILING        CUSIP NUMBER
            (Check One)                                
          [X] Form 10-K  [ ] Form 11-K  [ ] Form 20-F  [ ] Form
10-Q
                                                  OMB Approved
                                                  OMB 3235-0058
                                                  Expires 31 Oct
1984
                For Period Ended: December 31, 1995
___________________________________________________________________
_____________________
     Read instructions (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
___________________________________________________________________
_________________________
     Full Name of Registrant: HELIONETICS, INC.
     Former Name if Applicable:    Not applicable
___________________________________________________________________
_________________________
     Address of Principal Executive Office (Street and Number):
                         6849 Hayvenhurst Avenue
___________________________________________________________________
_________________________
     City, State and Zip Code Van Nuys, California 92714
___________________________________________________________________
_________________________
     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/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.
___________________________________________________________________
_____________________
     Part III - Narrative
___________________________________________________________________
_____________________
     State below in reasonable detail the reasons why the Form
10-K, 11-K, 20-F or 10-Q, or portion
thereof, could not be filed within the prescribed time period.

          THE COMPANY'S FINANCIAL STATEMENTS ARE CONSOLIDATED WITH
THOSE OF
ITS SUBSIDIARIES, INCLUDING TRI-LITE INC. (TRI-LITE), AND LASER
PHOTONICS, INC. (LPI) BOTH
A PUBLICLY TRADED CORPORATIONS.  TRI-LITE WILL BE UNABLE TO
PROVIDE THE COMPANY
WITH THE NECESSARY FINANCIAL INFORMATION TO PERMIT CONSOLIDATION
IN A TIMELY
MANNER DUE TO TRI-LITE'S FILING FOR RELIEF UNDER CHAPTER 11 OF THE
U.S. BANKRUPTCY
CODE IN FEBRUARY 1996.  IN ADDITION, THE COMPANY CHANGED ITS
INDEPENDENT PUBLIC 
<PAGE>

ACCOUNTANTS AS REPORTED IN ITS  FORM 8-K DATED FEBRUARY 16, 1996.
THE CHANGE AND
LATE ELECTION OF THE NEW INDEPENDENT PUBLIC ACCOUNTANTS WILL CAUSE
A DELAY IN THE
COMPLETION OF THE EXAMINATION OF THE COMPANY'S CONSOLIDATED
FINANCIAL
STATEMENTS AND FORM 10-K FOR THE YEAR ENDING DECEMBER 31, 1995.
___________________________________________________________________
_____________________
     Part IV - Other Information
___________________________________________________________________
_____________________
     (1) Name and telephone number of person to contact in regard
to this  notification

           Adrian Cayetano               818         778-0000
          (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) during the preceding 12
months (or for such
         shorter period that the registrant was required to file
such reports)
                         [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 can not be made. SEE ATTACHED RIDER A
___________________________________________________________________
_____________________

     ________________________HELIONETICS,
INC.________________________________________
          (Name of Registrant as specified in charter)
     
     has caused this notification to be signed on its behalf by
the undersigned thereunto
     duly authorized.

     Date:   March 29, 1996             By: /s/ Adrian Cayetano
                              Principal Accounting 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.
___________________________________________________________________
_____________________
                             ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).

























































<PAGE>





                              RIDER A

It is anticipated that the Company's result of operations for the
year ended December 31, 1995 will be
significantly changed from the previous year due to the reporting
as a discontinued operation of the
Company's KSW, Inc. subsidiary whose interest was distributed by
the Company to its shareholders of
record as of December 4, 1995.  Additionally, the Company's
subsidiary, Tri-Lite, Inc., on February 1996,
filed for chapter 11 proceedings under the Bankruptcy code thereby
requiring a different presentation and
disclosure for their results of operations for 1995.

The Company at this time cannot accurately quantify the effect of
such accounting issues since the
examination of the Company's financial statement are currently
underway. 











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