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, 1999
[ ] Transition Report on Form 10-K [ ]Transition Report on Form 10-Q
[ ] Transition Report on Form 10-F [ ]Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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. 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>
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, 1999 could not be filed on a timely basis as a result of the
following: On March 22, 1999, Infinity Investors Limited, a creditor and
shareholder of Halstead Energy Corp., filed a Motion for Ex Parte Appointment of
Receiver against Halstead Energy Corp., et al with the Second Judicial District
Court of the State of Nevada. The motion was granted on March 23, 1999.
Thereafter, the Receiver commenced exercising possession, custody and control
over not only the Registrant's property, but also the property of Halstead Quinn
Propane, Inc. ("HQ"), a wholly-owned operating subsidiary of the Registrant. On
March 26,1999, HQ was granted a temporary restraining order enjoining and
restraining the Receiver from exercising possession, custody or control over
HQ's property, its business and its operations (reference is made to the
Registrant's Form 8-K filed on April 12, 1999). As a result of the foregoing,
the Registrant has been delayed in preparing the subject Form 10-QSB on a timely
basis.
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.
[ ] 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.
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, 1999 By
Name: Claire E. Tarricone
Title: President
