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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) [X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: June 30, 1997
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[ ] 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:
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READ ATTACHED INSTRUCTION SHEET 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:
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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), [Paragraph 23,047],
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;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-L or 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 of 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 (Paragraph 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 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 period. [Amended in Release No.
34-26589 (Paragraph 72,439), effective August 13, 1992, 57 FR 36442.]
See Attached Extra Sheet No. 1
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/93)
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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 the answer is no, identify report(s). See Attached Extra
Sheet No. 1 [ ] Yes [X] 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.
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 September 29, 1997 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
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).
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 (Paragraph 85,111), effective April 26,
1993, 58 FR 14628; and Release No. 34-35113 (Paragraph 85,475),
effective January 30, 1995, 59 F.R. 67752].
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Attached Extra Sheet No. 1
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Part III Narrative - On March 1, 1996, Prima Eastwest Model Management, Inc., a
California corporation ("Prima"), became a wholly-owned subsidiary of the
Company. Because of accounting problems discovered at Prima after the Company
acquired it, the Company is unable to file the Form 10-KSB for the fiscal year
ended June 30, 1997 (the "1997 Form 10-KSB"), within the prescribed period. In
the fall of 1996, the Company began reconstructing Prima's accounting records
for the period from March 1, 1996, the date upon which Prima became a subsidiary
of the Company. The reconstruction of those records is nearly complete. At the
same time, the Company is instituting revised accounting systems and internal
controls in order to prevent a recurrence of similar accounting problems at
Prima.
Explanation for Item 2, Part IV -
(1) 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.
(2) Form 8-K dated March 1, 1996 - 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.
(3) Form 10-KSB for the fiscal year ended June 30, 1996 (the "1996 Form
10-KSB"), and Forms 10-QSB for the fiscal quarters ended September 30 and
December 31, 1996, and March 31, 1997 (collectively, the "Fiscal 1997 Forms
10-QSB") - Because of accounting problems discovered at Prima after the Company
acquired it, the Company was unable, beginning with its Form 10-QSB for the
fiscal quarter ended March 31, 1996 (the "March 1996 Form 10-QSB"), to file
timely the periodic reports required to be filed with the Securities and
Exchange Commission (the "SEC") by the Securities Exchange Act of 1934 (the
"Exchange Act"). At the date of filing this form, the Company had filed its Form
10-QSB for the fiscal quarter ended March 31, 1996. The Company currently
expects to file its 1996 Form 10-KSB by September 30, 1997, all of its Fiscal
1997 Forms 10-QSB in the near future, and its 1997 Form 10-KSB within the
additional time permitted by the filing of this Form 12b-25.
Explanation for Item 3, Part IV - The Company will be filing its 1996 Form
10-KSB by September 30, 1997. Therefore, any comparison between the results for
the fiscal year ended June 30, 1996, to the results for the fiscal year ended
June 30, 1997, is premature at this time.
