DIVERSIFIED CORPORATE RESOURCES INC
NT 10-K, 1997-04-01
EMPLOYMENT AGENCIES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING


                                                       SEC FILE NUMBER
                                                           0-13984


                                                        CUSIP NUMBER
                                                          255153108          
                                  (Check One):


     [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
                       For Period Ended: December 31, 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:  ______________



                  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 the notification relates:


PART I--REGISTRATION INFORMATION


         Full Name of Registrant:   Diversified Corporate Resources, Inc.

         Former Name if Applicable:  N/A

         Address of Principal Executive Office (Street and Number)

                    12801 North Central Expressway, Suite 350
                               Dallas, Texas 75243
                           (City, State and Zip Code)



CORPDAL:63760.1  28722-00003

<PAGE>


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)

[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, 10-Q or 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

[ ]      (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 annual  report,  quarterly
report,  transition  report on Form 10-K,  20-F,  11-K, 10-Q or N-SAR or portion
thereof could not be filed within the prescribed period.

         The Company is considering  changing its  independent  accountants  and
         will desire their review of the  financial  statements to be filed with
         the Form 10-K.






PART IV--OTHER INFORMATION


         (1)      Name and telephone number of person to  contact in  regard  to
this notification

     M. Ted Dillard                      (972)                    458-8500
        (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.

         It is anticipated  that because of the continued growth of the business
of the  Company  both  reported  revenues  and  earnings  will  increase  in the
12-months  ended  December  31,  1996  over the  corresponding  period  from the
previous  year.  It is  anticipated  that  reported  revenues  will  increase to
approximately   $27.4   million  while   reported   earnings  will  increase  to
approximately $1.7 million.

                 [The Rest of this Page is Intentionally Blank]

CORPDAL:63760.1  28722-00003

<PAGE>


                      Diversified Corporate Resources, Inc.
                  (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 31, 1997                By:/s/ M. Ted Dillard
                                       -------------------
                                       M. Ted Dillard
                                       President and Principal Financial Officer

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 field with the form.


                                    ATTENTION

         Intentional misstatements or omissions of fact constitute Federal 
                   Criminal Violations (See 18 U.S.C. 1001).


CORPDAL:63760.1  28722-00003



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