United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 12b-25
SEC File Number
0-12423
CUSIP Number
589884 20 4
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: August 31, 1997
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Relates to the audit and notes to financial statements including information
related to a proposed merger of the Company, the consummation of which is
dependent upon Securities and Exchange Commission approval of the Company's
proxy submission to its shareholders.
Part I-Registrant Information
Merit Diversified International, Inc.
Full Name of Registrant
4570 Campus Blvd.
Address of Principal Executive Office (Street and Number )
Newport Beach, CA 92660
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)
_______ (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
reports of 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 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
________ (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III-Narrative
Merit Diversified, Inc. (the Company) has filed a preliminary proxy statement
with the Securities and Exchange Commission related to notification and
solicitation of shareholder approval of a merger with another operating
company. The Company has been dormant for a number of years and views the
merger as an opportunity to commence new operations and provide shareholders
a viable business investment through ownership of the Company's stock, post
merger. Although the Company's shareholders have approved the merger through
written proxies, the merger company will not finalize and consummate the
merger until the Securities and Exchange Commission approves the Company's
proxy. The Company's original proxy filing was not acceptable to the
Securities and Exchange Commission's reviewer (which the Company readily
admitted) and therefore, the Company resubmitted, in its opinion, a proper
preliminary proxy. That proxy is presently under review.
Because the merger has a significant impact on financial statement
disclosures and represents a significant event subsequent to the August 31,
1997 financial statements of the Company, it is imperative for the Company to
ascertain the finalization of the merger. Since the merger candidate will
not consummate the merger until the Securities and Exchange Commission
approves the Company's proxy, the Company is unable to properly express the
merger's impact in the management's discussion and analysis section of the
Form 10-K and properly document this subsequent event until this contingency
is eliminated.
In addition, the Company is reliant upon the consummation of the merger to
provide operating funds which will be used to obtain an appropriate audit.
Part IV-Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Dwight Mallette (714) 252-2121
(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? In answer is no,
identify report(s).
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
__________________________________________________________________
Merit Diversified International, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 26, 1997
By: _____________/s/____________________
Dwight Mallette Secretary/Treasurer
