U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
33-19324
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CUSIP NUMBER
54141J105
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-QSB [ ] Form N-SAR
For Period Ended: October 31, 1996
[ ] 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: ______________
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--REGISTRATION INFORMATION
Full Name of Registrant: Logiphone Group, Inc.
Former Name if Applicable: Star Resources, Inc.
Address of Principal Executive Office (Street and Number)
607 West Broadway
Suite 247
Fairfield, Iowa 52556
(City, State and Zip Code)
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 box if appropriate)
CORPDAL:59335.1 26308-00002
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[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, 10-QSB or N-SAR, or portion thereof will be filed on or before
the fifteenth 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 III--NARRATIVE
State below in reasonable detail the reasons why annual report, quarterly
report, transition report on Form 10-K, 20-F, 11-K, 10-QSB or N-SAR or portion
thereof could not be filed within the prescribed period.
During the quarter covered by the quarterly report, the Company has
recently undertaken an amendment to its Certificate of Incorporation that, inter
alia, effectuated a reverse stock split, a reduction in the number of authorized
shares, and a change in corporate name, and executed an agreement to acquire all
of the capital stock of ICA B.V. This acquisition occurred shortly after the end
of this quarter. As part of this acquisition, all of the officers and all but
one director resigned, and new officers and directors were elected. As a result,
timely filing of the Form 10-QSB was delayed.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Ronald D. Gardner (515) 469-3044
(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.
The Company expects that it will incur a net loss from operations for
the quarter ended October 31, 1996 as compared to $26 net income from operations
for the same quarter in 1995. The Company expects that its net loss from
operations for the six (6) months ended October 31, 1996 will be substantially
less than the net loss from operations for the six (6) months ended October 31,
1995. The Company expects that the net loss for the three (3) months ended
October 31, 1996 and the six (6) months ended October 31, 1996 will be
substantially less than the net loss for the corresponding prior periods ended
October 31, 1995 because such corresponding prior periods reflect a loss on
disposition of an investment.
CORPDAL:59335.1 26308-00002
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Logiphone Group, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: December 17, 1996 By: /s/ Ronald D. Gardner
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Ronald D. Gardner, 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 field with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
CORPDAL:59335.1 26308-00002
