UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEC File Number: 000-13538
CUSIP Number: 632430-10-4
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):(X) Form 10-KSB ( ) Form 20-F ( ) Form 11-K
( )Form 10-QSB
( ) Form N-SAR
For Period Ended: DECEMBER 31, 1997
( )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 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.
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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
NATIONAL AFFILIATED CORP
Full Name of Registrant
N/A
Former Name if Applicable
7228 ENGLAND DRIVE, SUITE 24
Address of Principal Executive Office (Street and Number)
ALEXANDRIA, LA 71303
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), 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, semi-annual report, transition
report on Form 10-KSB, Form 20-F, 11K, 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 the Form
10-QSB, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(X)(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-KSB, 11-K,
10-QSB, N-SAR, or the transition report or portions thereof, could not be filed
with the prescribed time period. (Attach Extra Sheets if Needed)
On February 20, 1998, the Company dismissed its
certifying accountants and subsequently retained new
certifying accountants on February 27, 1998, as disclosed on
the Company's Form 8-K filed on March 4, 1998. Because the
new certifying accountants have not previously audited the
Company's financial position and because of previously staffed
engagements, the completed review of the financial information
is not yet available to the Company, and accordingly, the
Company is unable to file its Form 10-KSB at this time.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
T. BRENT CHAPEL (800)673-2220
(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 reports) been filed? If
answer is no identify report(s).
YES X NO
(3) It is 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 NO X
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.
[IF THE ANSWER ABOVE IS YES, THEN USE THIS SPACE TO GIVE THE EXPLANATION]
NATIONAL AFFILIATED CORP
Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date:APRIL 1, 1998 By:/S/ T. BRENT CHAPEL
T. BRENT CHAPEL
CHIEF FINANCIAL 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 the executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
EXHIBIT A
Statement of Independent Auditors Pursuant to 12b-25(c)
On February 27, 1998, we were engaged to serve as independent public
accountants for National Affiliated Corporation. Because we have not previously
audited the Company's consolidated financial statements and because of prior
staffing commitments, we have not yet completed the audit of the Company's
consolidated financial statements for the year ended December 31, 1998 and
accordingly our report on the results of that audit is not yet available.
JOHNSON LAMBERT & CO. APRIL 1, 1998
Johnson Lambert & Co. Date
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ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).l
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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 nations 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.
