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SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number:
Expires:
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
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NOTIFICATION OF LATE FILING COMMISSION FILE NUMBER
2-99212-A
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR -----------------------------
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CUSIP NUMBER
For Period Ended: June 26, 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 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
Pallet Management Systems, Inc.
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Full Name of Registrant
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Former Name if Applicable
One South Ocean Boulevard
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Address of Principal Executive Office (Street and Number)
Boca Raton, Florida 33432
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City, State and Zip Code
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, Form 20-F, Form 11-K, 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
|x| (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 why the Form 10-K, 11-K, 20-F 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.)
As a result of development's in the Registrant's business since the end of the
fiscal year, further adjustments need to be made to the financial statements and
textual portions of the Form 10-KSB. Accordingly, the Registrant's accountants
are unable to complete the audit on a timely basis without unreasonable effort
or expense. The Registrant expects to report pretax income of approximately
$516,000 compared to $192,000 for fiscal 1998.
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Zachary Richardson (561) 338-7763
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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
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(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
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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.
1999 1998
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Revenues $38,744,129 $23,214,020
Gross profit 3,731,544 2,395,968
Income before taxes 516,148 152,120
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Pallet Management Systems, 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: September 27, 1999 By: /s/ Zachary M. Richardson
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 or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T.
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[Kaufman Rossin Letterhead]
Securities and Exchange Commission
450 Fifth Street
Washington, DC 20549
Re: Pallet Management Systems, Inc.
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of Pallet Management Systems, Inc. (the
"Registrant"). The Registrant has stated in Part III of its filing on Form
12b-25 that it is unable to timely file, without unreasonable effort or expense,
its Annual Report on Form 10-KSB for the year ended June 26, 1999 because our
Firm has not yet completed our audit of the financial statements of the
Registrant for the year ended June 26, 1999 and is therefore unable to furnish
the required opinion on such financial statements.
We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25 for the year ended June 26, 1999, and
agree with the statements made therein as they relate to accounting and auditing
matters.
Very truly yours,
/s/ Kaufman Rossin & Co.
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Kaufman Rossin & Co.
