SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-25660
NOTIFICATION OF LATE FILING
(Check One):[ ]Form 10-K [ ]Form 11-K [ ]Form 20-F [X]Form 10-QSB [ ] Form N-SAR
For Period Ended: February 28, 1998
[ ]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:
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 the notification relates:
Part I. Registrant Information
Full name of registrant: Halstead Energy Corp.
Former name if applicable:
Address of principal executive office (Street and number): 33 Hubbells Drive
City, State and Zip Code: Mt. Kisco, New York 10549
Part II. Rule 12b-25 (b) and (c)
If the subject report could not be filed without reasonable 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-QSB, 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 1 of 3
<PAGE>
Part III. Narrative
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-QSB, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
Registrant represents that the Form 10-QSB for the fiscal quarter
ended February 28, 1998 could not be filed on a timely basis because of
delays in the completion of the year end audit due to (a) the resignation
of the Registrant's independent auditors (as reported in a previously
filed Report on Form 8-K) shortly before the time filing was required and
the retention of new independent auditors (also reported in a previously
filed Report on Form 8-K) shortly after the time filing was required, and
(b) the recent resignation of the Registrant's corporate controller (such
person's successor, who will serve as the Registrant's Chief Financial
Officer and Controller, will begin employment on or about April 16, 1998).
As such, the subject report could not have been issued sooner without
unreasonable effort or expense. Registrant further represents that the
subject Form 10-QSB will be filed no later than the fifth calendar day
following the prescribed due date.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Claire E. Tarricone (914) 666-3200 ext. 117
(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.
Halstead Energy Corp.
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date April 15, 1998 By: /s/ Claire E. Tarricone
---------------------- --------------------------
Name: Claire E. Tarricone
Title: President
Page 2 of 3
<PAGE>
PART IV - OTHER INFORMATION
(Attachment)
It is anticipated that a significant decrease in results of operations
from the corresponding period last year will be reflected by the earnings
statement to be included in the subject report.
Net income from operations is expected to decrease to ($361,768) for the
fiscal period ended February 28, 1998 compared to $80,879 for the corresponding
period in the last fiscal year.
Page 3 of 3
