CLARK MELVIN SECURITIES CORP /DE/
NT 10-K, 1998-03-31
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 12b-25

                                                  Commission File Number 0-17129


                          NOTIFICATION OF LATE FILING
     (Check One) [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q


[X]  Form N-SAR
                For Period Ended:         December 31, 1997
[ ]  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 I
                             REGISTRANT INFORMATION

Full name of registrant             Clark Melvin Securities Corporation

Former name if applicable

Address of principal executive office (STREET AND NUMBER)

1414 Banco Popular Center

City, state and zip code     Hato Rey, Puerto Rico  00918

<PAGE>

                                     PART II
                             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 reasonable effort
        or expense;

[ ] (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 III
                                   NARRATIVE

         State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
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 Company is currently subject to self liquidation under the
         observation of the Securities Investor Protection Corporation ("SIPC")
         due to an embezzlement by a broker formerly employed by the Company.
         Due to the ongoing problems associated with the proceedings and
         circumstances, the Company has been unable to engage its independent
         accountants and only recently received verbal approval from Grant
         Thornton, LLP to begin the audit. The audit is expected to begin soon
         and the Company expects to file its Form 10-K as soon as possible.


                                    PART IV
                               OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
    notification

              Irene Harr                   410                   841-6422
               (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 has not been in operation since the last quarter of 1997.
The Company has incurred legal expenses associated with the legal actions as a
result of the aforementioned embezzlement. Additionally, the Company sold its
accounts to Samuel A. Ramirez, Co., Inc. for a price yet to be determined.

                      Clark Melvin Securities Corporation
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.





Date  March 30, 1998                              By  /s/ Irene Harr
      --------------                                  __________________________
                                                      Irene Harr
                                                      Chief Financial Officer






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