UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) Form 10-K [X] Form 20-F [ ] Form 11-K [ ]
Form 10-Q [ ] Form N-SAR [ ]
For Period Ended: June 24, 2000
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[ ] 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 Transition Period Ended: ______________________________
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Pallet Management Systems, Inc.
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Former Name if Applicable: N/A
One South Ocean Boulevard, Suite 305
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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
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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) ["23,047], 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 Form 10-K, Form 20-F, 11-L 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 [Amended in Release No. 34-26589 (" 72,435), effective April 12, 1989,
54 F.R. 10306.]
[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 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. [Amended in Release No.
34-26589 (" 72,439), effective August 13, 1992, 57 FR 36442.] (Attach Extra
Sheets if Needed)
Pallet Management Systems, Inc., a Florida corporation (the
"Registrant"), has not, without unreasonable effort or expense, been able to
complete its Form 10-KSB for the fiscal year ended June 24, 2000, by the close
of business on September 22, 2000, because of the recent change in its auditors.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Zachary M. 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
(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 Attached Extra Sheet No. 1
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
thereunto duly authorized.
Date: September 25, 2000 By: /s/ Zachary M. Richardson
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Zachary M. Richardson, President
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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.
ATTENTION
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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 (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 the 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 (" 232.201 or " 232,202 of this chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T (" 232.13(b) of this
chapter). [Added in Release No. 34-31905 (" 85,111), effective April 26, 1993,
58 FR 14628; and Release No. 34-35113 (" 85,475), effective January 30, 1995, 59
F.R. 67752].
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Attached Extra Sheet No. 1
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Explanation for Item 3, Part IV - The Registrant currently expects to report an
estimated net loss of approximately $2,250,000 for the fiscal year ended June
24, 2000, as compared to net income of $537,529 for the fiscal year ended June
26, 1999, even though net sales increased 61% to $62.4 million from $38.7
million. The estimated loss is primarily the result of a higher cost of sales
for fiscal year 2000 (95% of net sales) than for fiscal year 1999 (90% of net
sales) and charges of approximately $725,000 incurred in connection with a
reorganization of management.
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September 25, 2000
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 24, 2000 because of the
recent change in its auditors.
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 24, 2000, and
agree with the statements made therein as they relate to accounting and auditing
matters.
Very truly yours,
KAUFMAN, ROSSIN & CO.
