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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File No. 1-8292
[ X ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31,
1997
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: HELM CAPITAL GROUP, INC.
(FORMERLY HELM RESOURCES, INC.)
Former Name, if Applicable: N/A
Address of Principal Executive Office: 537 Steamboat Road
City, State and Zip Code: Greenwich, CT 06830
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 on Form 10-KSB will be filed on
or before the fifteenth 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.
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Part III - Narrative
State below in reasonable detail the reasons why the Form 10-K, Form
10-KSB, 11-K, 20-F, 10-Q, 10-QSB or N-SAR or portion thereof could not be filed
within the prescribed time period.
See attached Schedule A.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
(Name) (Area Code) (Telephone Number)
Daniel T. Murphy 212 252-7600
(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)
been filed? [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.
See Schedule A attached hereto.
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HELM CAPITAL GROUP, 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 30, 1998 By:/s/ Daniel T. Murphy
Daniel T. Murphy, Chief Financial
Officer
INSTRUCTIONS: 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).
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Schedule A
Part III - Narrative
Helm Capital Group, Inc. (formerly Helm Resources, Inc.) (the "Company") is
unable to file its annual report on Form 10-KSB for the year ended December 31,
1997 within the period prescribed by the regulations under the Securities
Exchange Act of 1934. A delay in completion of the annual financial statements
of the Company's subsidiaries and affiliates has resulted in a delay in
completion of the Company's consolidated financial statements and the issuance
of the auditor's report.
