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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
COMMISSION FILE NUMBER 0-17430
(Check One): /X/ Form 10-K / / Form 20-F / / Form 11-K
/ / Form 10-Q / / Form N-SAR
For Period Ended:
/ / 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:____________
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
Global Environmental Corp.
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Full Name of Registrant
formerly Affiliated National, Inc.
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Former Name If Applicable
17500 York Road
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Address of Principal Executive Office (Street and Number)
Hagerstown, Maryland 21740
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City, State and Zip Code
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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 appropriate box)
| (a) The reasons described in reasonable detail in Part
| III of this form could not be eliminated without
| unreasonable effort or expense;
|
| (b) The subject annual report, semi-annual report,
| transition report on Form 10-K, Form 20-F, 11-K
| or Form N-SAR, or portion thereof will be filed
/X/ | on or before the 15th calendar day following
| the prescribed due date; or the subject quarterly
| report of 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 Form 10-K, 11-K, 20F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed.)
The Registrant is in the process of refinancing its indebtedness and
converting certain of its classes of preferred stock into common stock, both of
which will significantly affect the information contained in its Report on Form
10-K. The Registrant had anticipated that its refinancing and stock conversion
would be completed earlier, but it was not able to complete either transaction
before this time without unreasonable effort and expense. The Registrant
contemplates completion of its refinancing and stock conversion in the near
future and anticipates providing the Commission with its completed Report on
Form 10-K within 15 days following the prescribed due date for such report.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
William C. Clarke (301) 582-2000
(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 reports been filed? If 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.
(See Rider attached hereto)
Global Environmental 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: By: s/s/ William C. Clarke
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William C. Clarke
Chief 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 filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
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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 notifications 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.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
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RIDER TO FORM 12b-25
OF
GLOBAL ENVIRONMENTAL CORP.
The Registrant anticipates that the financial statements to be filed as
part of its Annual Report on Form 10-K will reflect the following financial
results:
For the three months ended October 31, 1996, revenues were $2,321,706,
compared to $1,811,638 for the comparable period in 1995, and operating loss was
$20,000, compared to an operating loss of $66,205 in the prior year.
For the fiscal year ended October 31, 1996, revenues were $8,153,690,
compared to $7,525,757 for the comparable period in 1995, and operating loss was
$395,428, compared to an operating loss of $388,934 in the prior year. The net
loss from continuing operations was $156,513, or $.17 per share, as compared to
a loss of $228,333, or $.21 per share in the comparable 1995 period.
