UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
CUSIP NUMBER
NOTIFICATION OF LATE FILING 731547 303
(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: December 31, 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
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Not applicable
PART I - REGISTRANT INFORMATION
Full name of registrant: Pollution Research and Control Corp.
Former name if applicable Not applicable
Address of Principal Executive 506 Paula Avenue
Office (Street and Number)
City, State and Zip Code: Glendale, CA 91201
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 12b25(b), the following should
be completed (Check box if appropriate)
(a) The reasons described in reasonable detail in Part II 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, Form 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 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.
<PAGE>
PART III - NARRATIVE.
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
See Exhibit 1 attached hereto and incorporated herein by this reference.
PART IV - OTHER INFORMATION.
(1) Name and telephone number of person to contact in regard to this
notification:
Albert E. Gosselin, Jr.
(818) 247-7601
(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 the 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?
[X] Yes [ ] 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.
See Exhibit 2 attached hereto and incorporated herein by this reference.
Pollution Research and Control Corp.
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(Name of registrant as specified in its charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 28, 2000 By: /s/ Albert E. Gosselin, Jr.
- -------------------- -------------------------------
Albert E. Gosselin, Jr.
President
AJ. ROBBINS, P.C.
Certified Public Accountants
and Consultants
March 28, 2000
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Re: Pollution Research and Control Corp. Form 10-KSB
Dear Sir or Madam:
The Company is unable to file its 1999 Annual Report on Form 10-KSB within the
prescribed time period because it has experienced certain difficulties in
providing the requisite financial information to this Firm for audit due to the
international sales and transactions during the year ended December 31, 1999.
Very truly yours,
AJ. ROBBINS, P.C.
By /s/ AJ. ROBBINS
- ------------------
AJ. Robbins, C.P.A.
3033 East 1st Avenue * Suite 201 * Denver, CO 80206 * 303 321-1281
Fax 303 321-1288
AJ. ROBBINS, P.C.
Certified Public Accountants
and Consultants
March 28, 2000
Patricia Cudd, Esq.
Cudd & Associates
1120 Lincoln St. #1507
Denver, CO 80203
Dear Pat:
We noted the following significant changes in Pollution Research and Control
Corp's results of operations for the year ended December 31, 1999 as compared to
the year ended December 31, 1998:
1. Sales increased from approximately $2,807,000 for the year ended December
31, 1998 to approximately $7,816,000 for the year ended December 31, 1999.
2. Cost of goods sold increased from approximately $1,816,000 for the year
ended December 31, 1998 to approximately $5,129,000 for the year ended
December 31, 1999.
3. Selling, general and administrative expenses increased from approximately
$1,584,000 for the year ended December 31, 1998 to approximately $3,017,000
for the year ended December 31, 1999.
4. Interest expense increased from approximately $28,000 for the year ended
December 31, 1998 to approximately $313,000 for the year ended December 31,
1999.
5. Loan fees increased from $-0- for the year ended December 31, 1998 to
approximately $359,000 for the year ended December 31, 1999.
6. Loss from discontinued operations decreased from approximately $1,034,000
for the year ended December 31, 1998 to $-0- for the year ended December
31, 1999.
7. Net loss from operations increased from approximately $527,000 for the year
ended December 31, 1999 to approximately $1,579,000 for the year ended
December 31, 1999.
Please note that these amounts are preliminary and are subject to change.
The significant changes are due to sales to China, the costs of obtaining debt
financing and costs to buy down the interest rate for the China contract.
The loss from discontinued operations during 1998 was due to the liquidation of
Nutek and the closing of Logan.
If you have any questions, please call Richard Fleischman.
Very truly yours,
AJ. Robbins, PC
By /s/ AJ. Robbins
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AJ. Robbins, CPA
Cc: Al Gosselin
3033 East 1st Avenue * Suite 201 * Denver, CO 80206 * 303 321-1281
Fax 303 321-1288
