U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NO. 000-13337
CUSIP NUMBER 664388 10 5
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 1999
[ ] 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.
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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:
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Part I -- Registrant Information
Full Name of Registrant Northeast (USA) Corp.
Former Name if Applicable Celcor, Inc.
Address of Principal Executive Office (Street and Number) 1800 Bloomsbury Ave.
City, State and Zip Code Ocean, NJ 07712
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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 Forms 10-K, 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;
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, 10-KSB,
11-K, 10-Q, 10-QSB, N-SAR, or the transition report, or portion thereof, could
not be filed within the prescribed time period. (Attach Extra Sheets if Needed)
Northeast (USA) Corp. (the "Company") is not able to file its annual report on
Form 10-KSB for the fiscal year ended June 30, 1999 within the time period
prescribed for such report without unreasonable effort or expense.
The Company conducted limited business operations in the beauty supply industry
for the fiscal years ended June 30, 1996 through June 30, 1999. Due to its
inability to obtain GAAP-compliant financial statements from a Chinese
subsidiary and its limited financial resources to hire employees or outside
advisors to prepare the reports prescribed by Section 13 of the Securities
Exchange Act of 1934, the Company did not make the requisite filings during this
period. The Company has discontinued all previous business operations for the
fiscal years ended June 30, 1996 through June 30, 1999.
The directors of the Company, on August 5, 1999, approved a merger transaction,
subject to execution of a definitive merger agreement, whereby the Company will
commence business operations in the Internet retailing industry after
consummation of the merger. The Company intends to file a single Form 10-KSB for
the fiscal year ended June 30, 1999 describing all material events affecting the
Company since and including the fiscal year ended June 30, 1996. However, due to
management time being diverted to preparing for the proposed merger and the
necessity of reconstructing and restating its financial statements to reflect
its previously discontinued operations, the Company has been unable to timely
file its annual report on Form 10-KSB.
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Part IV -- Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Stephen E. Roman, Jr. - President 732-922-3609
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(Name and Title) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Sections 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).
[ ] Yes [X] No
Due to limited financial resources, the Company did not file any of the periodic
reports required by Section 13 of the Securities Exchange Act of 1934 during the
preceding 12 months. Moreover, due to limited financial resources, the Company
did not make the requisite periodic filings for the fiscal years ended June 30,
1998, June 30, 1997 and June 30, 1996. (The Company did file a Form 10-KSB for
the fiscal year ended June 30, 1996 without financial statements.)
All business operations for fiscal years 1996 through 1999 have been
discontinued. Subject to execution of a definitive merger agreement, the Company
intends to commence new business operations following consummation of a proposed
merger transaction. The Company intends to file, on or before the fifteenth day
following September 28, 1999, its Form 10-KSB for the fiscal year ended June 30,
1999 with information on all material events affecting the Company since the
fiscal year ended June 30, 1996 included therein.
(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.
<PAGE>
Northeast (USA) Corp.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 28, 1999 By: /s/Stephen E. Roman, Jr.
Name: Stephen E. Roman, Jr.
Title: 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.
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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GENERAL INSTRUCTIONS
1. This form is required by Rule 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.
