UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form lO-K []Form 20-F []Form ll-K []Form l0-Q []Form N-SAR
SEC FILE NUMBER: 0-5186
-------
CUSIP NUMBER: 670818 10 3
-----------
For Period Ended: June 30, 1998
--------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form I l-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (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.
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
OCG Technology, Inc.
-----------------------
Full Name of Registrant
-------------------------
Former Name if Applicable
450 West 31st Street
--------------------------------------------------------
Address of Principal Executive Office (Street and Number)
New York, New York 10001
------------------------
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 report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
[X] 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
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The audit of the financial statements of OCG Technology, Inc. (the
"Registrant") will not be completed by September 29, 1998, the last day for a
timely filing of its Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1998, pursuant to Rule O-3 of the General Rules and Regulations under
the Securities Exchange Act of 1934.
Registrant's auditors, Dalessio, Millner & Leben, have not completed their
audit and issued their report for the year ended June 30, 1998 to enable
Registrant to timely file its Annual Report on Form 10-KSB by September 29,
1998. Registrant's auditors, Dalessio, Millner & Leben, will not have
sufficient time to complete their audit and issue their report for the year
ended June 30, 1997 without unreasonable effort and expense (Exhibit A
attached).
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Edward C. Levine 212 967-3079
------------------------ ------------- ----------------
(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). [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.
===============================================================================
OCG Technology, 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: September 24, 1998 By: /s/ Edward C. Levine, President
------------------------------- --------------------------------
EXHIBIT A
DALESSIO, MILLNER & LEBEN LLP
CERTIFIED PUBLIC ACCOUNTANTS
245 Fifth Avenue
New York, N.Y. 10016
---
(212) 447-0909
Fax: (212) 447-7020
September 24, 1998
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25 (c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of OCG Technology, Inc. (The "Registrant").
The Registrant has stated in Part III of its filing on Form 12b-25 that it is
unable to timely file, without unreasonable effort or expense, its Annual
Report on Form 10-KSB for the year ended June 30, 1998 and is therefore unable
to furnish the required opinion on such financial statements.
We hereby advise you that we have read the statements made by the Registrant
in Part III of its filing on Form 12b-25 and agree with the statements made
therein.
Very truly yours,
/s/ Dalessio, Millner & Leben
- -----------------------------
DALESSIO, MILLNER & LEBEN LLP
Certified Public Accountants
SM:sk:SM3520
