U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
S.E.C. File Number
0-13337
Cusip Number
Check one:
[X] Form 10-K and 10-KSB ___ Form 20-F ___ Form 11-K
___ Form 10-Q and Form 10-QSB ___ Form N-SAR
For the period ended June 30, 1996
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
Full name of Registrant:
CELCOR, INC.
Address of Principal Executive Office:
1800 Bloomsbury Ave., Ocean, N.J. 07712
PART II - RULES 12b-25 (b) and (c)
The subject report could not be filed without unreasonable effort or expense
and the Registrant seeks relief pursuant to Rule 12b-25(b). Check applicable
section:
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 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 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.
___ (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
Registrant's stockholders, in January 1996, approved a merger between it and
Northeast (USA) Corp. The cost of soliciting proxies, audits of a foreign
subsidiary and the length of time required to complete audits and prepare
interim financial statements for a foreign subsidiary were much greater than the
Registrant had anticipated. Consequently. the period of time from the execution
of a merger agreement (March 1995) to the finalization of the merger (August
1996) was substantial. During this period of time, the Company exhausted its
existing cash resources and was unable to raise additional capital while the
merger was still pending.
As a result of the foregoing, the Registrant was unable to pay its independent
accountants, BDO Seidman for its services relating to the financial statements
appearing in the above referenced proxy statement. BDO Seidman will not commence
any further work for the Registrant, and Registrant does not have the funds
available to employ new independent accountants. Compounding the matter is
that, due to consummation of the merger in August of 1996, the Registrant
would be required (on Form 8-K) to show proforma audited consolidated financial
statements with its merger partner, Northeast. Since a foreign subsidiary
is involved, the cost of auditing the financial statements of Northeast
for inclusion in the required proforma financial statements is currently
prohibitive.
The Registrant currently plans to file the forepart of Form 10-KSB within 15
days. While the Registrant is actively pursuing sources of new capital, it is
uncertain as to when audited financial statements will be available to satisfy
the 10-KSB filing requirements.
Neither the Registrant nor Northeast have been profitable for any recent fiscal
period. The fiscal year ended June 30, 1996 would similarly be unprofitable.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Stephen E. Roman, Jr. Vice President, 908-922-3158
(2) Have all other periodic reports 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?
X Yes ___ No
(3) Is it anticipated that any significant change in the results of
operations from the corresponding period for the last fiscal year will be
reflected by the earning statements to be included in the subject report or
portion thereof?
___ Yes [X] No
CELCOR, INC. has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: September 27, 1996 By:____________________________
Stephen E. Roman, Jr.
Vice President and
Chief Financial Officer
