SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 001-10298
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ X ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For Period ended: December 31, 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 1. REGISTRANT INFORMATION
Full name of registrant Aqua Alliance Inc.
Former name if applicable Air & Water Technologies Corporation
30 Harvard Mill Square
(Address of principal executive office (Street and number)
City, State and Zip Code Wakefield, MA 01880
PART 2. RULE 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 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-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 3. NARRATIVE
The Form 11-K was not timely filed since the accountants for the
Company, McGladrey & Pullen, LLP, refused to give their consent to the
filing since they had not received a recently dated audit letter response
from the attorneys representing the Registrant's Savings and Retirement
Plan. This made it impractical to complete the Form 11-K filing by the
due date. The Registrant expects to file the Form 11-K by July 15, 1999.
PART 4. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Alain Brunais ( 781 ) 246-5200
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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? [ ] 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.
Aqua Alliance 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 July 1, 1999 Aqua Alliance Inc.
By: /s/ Alain Brunais
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Name: Alain Brunais
Title: Senior Vice President and
Chief Financial Officer
