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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 2-78335-NY
Washington, D.C. 20549
Cusip Number
FORM 12b-25 466900-30-5
NOTIFICATION OF LATE FILING
(Check One) [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
For Period Ended: March 31, 1996
[ ] 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:____________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the 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:
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PART I - REGISTRANT INFORMATION
J.R. Consulting, Inc.
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Full Name of Registrant
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Former Name if Applicable
c/o Broad and Cassel, 201 S. Biscayne Boulevard, Suite 3000
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Address of Principal Executive Office (STREET AND NUMBER)
Miami, Florida 33131
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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) [Par. 23,047], 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;
(b) The subject annual report, semi-annual report, transition
- report on Form 10-K, Form 20-F, 11-K, 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 fifth calendar day following
the prescribed due date; and [Amended in Release No. 34-26589
(Par. 72,435), effective April 12, 1989, 54 F.R. 10306.]
(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 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 time period. [Amended in
Release No. 34-26589 (Par. 72,439), effective August 13, 1992, 57 FR 36442.]
See Attached Extra Sheet No. 1
(Attach Extra Sheets if Needed)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
William C. Phillippi, Esq 305 373-9428
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(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 report(s) been
filed? If answer is no, identify report(s). Form 8-K dated September
12, 1995 - The Company is still awaiting the requisite financial
statements that need to be filed supplementally with respect to the
acquisition described in the Form 8-K.
Yes X No
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(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
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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 Attached Extra Sheet No. 1
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J.R. Consulting, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 16, 996 By /s/ Peter Zachariou
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Peter Zachariou, 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
persons 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).
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 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 (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter).
[Added in Release No. 34-31905 (Par. 85,111), effective April 26,
1993, 58 FR 14628; and Release No. 34-35113 (Par. 85,475), effective
Janaury 30, 1995, 50, F.R. 67752].
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ATTACHED EXTRA SHEET NO. 1
Part III Narrative - Prima Eastwest Model Management, Inc., a California
corporation ("Prima"), is in breach of its obligation pursuant to the Agreement
and Plan of Merger with the Company to provide timely the requisite audited
financial statements of Prima for the year ended December 31, 1995. On March
1, 1996, Prima became a wholly-owned subsidiary of the Company. Until that
audited financial information and unaudited financial information for Prima to
March 1, 1996, is made available to the Company, the Company cannot prepare its
interim financial statements for the fiscal quarter ended March 31, 1996.
Explanation for Item 3, Part IV - The Company has made three acquisitions since
July 1, 1995, and had no operations during the quarter ended March 31, 1995.
It does not yet have reliable financial information on the latest acquisition;
therefore, it cannot at this time make a reasonable estimate of the results for
the fiscal quarter ended March 31, 1996.