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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-14646
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1997
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which notification relates:
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PART I. REGISTRANT INFORMATION
Full name of registrant: AIRSHIP INTERNATIONAL LTD.
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Former name if applicable:
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Address of principal executive office (Street and number):
7380 Sand Lake Road, Suite 350
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City, State and Zip Code:
Orlando, FL 32819
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PART II. RULE 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 appropriate box.)
[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
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on
or before the 15th 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
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III. NARRATIVE
The registrant is unable to file its Annual Report (the "Annual Report")
on Form 10-K for its fiscal year ended December 31, 1997 by the prescribed date
of March 31, 1998 without unreasonable effort or expense due to unforeseen
circumstances encountered in connection with the audit of its financial
statements for the year ended December 31, 1997. The registrant intends to file
the Annual Report on or prior to the prescribed extended date.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Samuel F. Ottensoser (212) 702-5962
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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 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?
[ ] 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.
AIRSHIP INTERNATIONAL LTD.
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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: March 30, 1998 By: /s/ Louis J. Pearlman
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Louis J. Pearlman, President
Chairman and Chief Executive Officer
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
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ATTACHMENT:
[LOGO] C. M. Meeks & Company, P.A.
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CERTIFIED PUBLIC ACCOUNTANTS
2101 WEST STATE ROAD 434
SUITE 213
LONGWOOD, FLORIDA 32779
March 31, 1998 PHONE: (407) 786-1500
FAX: (407) 786-1507
Mr. Louis J. Pearlman
Airship International, Ltd.
7380 Sand Lake Road
Suite 350
Orlando, Florida 32819
Dear Mr. Pearlman:
As you know, we are in the process of completing our audit of your December 31,
1997 financial statements. In order to complete the audit we need to receive
confirmation on the Gulf and WDL liabilities as of December 31, 1997. I have
obtained a verbal promise from these companies that the confirmation would be
forthcoming. Once we have received the final confirmation directly from these
companies, which should be no later than April 2, 1998, we will be in a position
to release the financial statements.
Since the due date for filing your Form 10K for the year ended December 31,
1997 is March 31, 1998, we recommend that you file a Form 12 (b) (25) with
the SEC to inform them of your filing schedule.
Very truly yours,
CHARLIE M. MEEKS
Charlie M. Meeks
Managing Direector
MEMBER OF AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
DIVISION FOR CPA FIRMS SEC PRACTICE SECTION
MEMBER OF FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
