U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-6456
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(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1996
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[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
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:
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PART I
REGISTRANT INFORMATION
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Full Name of Registrant Infrastructure International, Inc.
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Former Name if Applicable --------------------------------------------
Address of Principal Executive
Offices (Street and Number) One World Trade Center, Suite 7865
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City, State and Zip Code New York, New York 10048
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PART II
RULE 12b-25(b) AND (c)
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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, 10-KSB, 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-Q, 10-QSB, 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.
<PAGE>
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PART III
NARRATIVE
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State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K.
20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof could not
be filed within the prescribed time period. (Attach extra sheets if needed.)
The registrant's auditors have not completed the audit of the registrant's
financial statements for the year ended December 31, 1996. Accordingly, the
registrant is unable to file its Form 10-KSB for the year ended December
31, 1996 by the prescribed due date.
See attached letter from auditors.
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PART IV
OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Hank Vanderkam 713 547-8900
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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
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.
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INFRASTRUCTURE INTERNATIONAL, 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 March 31, 1997 By /s/ Yiu Yat Hung
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Yiu Yat Hung, President
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
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
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 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 notification 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.
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ATTACHMENT TO FORM 12b-25
(Form 10-KSB for period ended December 31, 1996)
INFRASTRUCTURE INTERNATIONAL, INC.
Part IV
Other Information
(3) The results of operations for the year ended December 31, 1996 are
expected to vary substantially from the results reported by the
Registrant for the same period in 1995 as a result of the acquisition
of an operating business during 1996. Because of such acquisition, the
Registrant expects to report net income for the period of approximately
$1.4 million.
<PAGE>
ARTHUR ANDERSEN & CO.
March 25, 1997
Mr. Yat-hung Yiu
Chairman
Infrastructure International, Inc.
Suite 5301, Central Plaza
18 Harbour Road
Wanchai
Hong Kong
Dear Mr. Yiu:
I refer to our earlier conversation. I would like to inform you that it is
unlikely for us to complete our audit of the financial statements of
Infrastructure International, Inc. (the "Company") as of December 31, 1996
before March 31, 1997. As you are aware, we are still awaiting some information
from the Company. We will finalize our audit and issue our auditors' report
without delay once we have those information. If you need further clarification,
please let us know.
Very truly yours,
/S/ ARTHUR ANDERSEN & CO.