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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 0-12775
Washington, D.C. 20549
Cusip Number
FORM 12b-25 675853-10-5
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: June 30, 1996
[ ] 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:____________________________
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.
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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
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Full Name of Registrant
Odessa Foods International, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (STREET AND NUMBER)
One Evertrust Plaza, Jersey City, New Jersey 07302
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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;
/X/ (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 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. (Attach Extra Sheets if Needed)
See attached Exhibit A
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gary B. Wolff 212 644-6446
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(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:
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Odessa Foods International, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date Sept. 26, 1996 By /s/ Leon Golden
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Leon Golden, 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
persons 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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
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 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 amendment 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).
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ODESSA FOODS INTERNATIONAL, INC.
FORM 12b-25
PART III - NARRATIVE
As heretofore indicated in prior filings with the Securities and
Exchange Commission ("SEC") by the Registrant a significant change in control of
Registrant occurred during November, 1994 when the Registrant acquired all of
the issued and outstanding shares of F&L Food & Leisure Marketing Ltd. (an Irish
corporation) which latter corporation owns a 95% interest in Hilmac Gmbh, Odessa
(a Ukrainian corporation) each of which corporations' financial statements must
be consolidated with that of the Registrant so that the Registrant's financial
statements reflect its financial position and results of operations as well as
those of its subsidiaries as a single entity.
These audited financial statements (i.e. those of the aforementioned
foreign subsidiaries) are not yet completed and the Registrant has been advised
that its accountants and/or auditors located both within and without the United
States have been diligently attempting to conclude the necessary audited
financial statements and consolidation but have been unable to accomplish same
within the necessary time frame without unreasonable effort or expense or
otherwise.
Registrant is current with respect to all prior "reporting
requirements" and is diligently endeavoring to complete its 10-KSB in as
expeditious a manner as possible in light of the circumstances described above.
The Registrant, therefore, requests a 15 day extension of time within
which to file its Form 10-KSB for fiscal year ended June 30, 1996 following the
prescribed due date as indicated in Part II (b) of this Form 12b-25, i.e.
thereby requiring Registrant to file such Form 10-KSB on or before October 15,
1996 or such earlier date solely if same may be statutorily required.
