U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-17250
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(Check One): CUSIP NUMBER
285296 20 8
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[ ]Form 10-K and Form 10-KSB [X]Form 20-F [ ]Form 11-K [ ]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
[ ] 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: Not Applicable
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Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Not Applicable
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Part I--Registrant Information
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Full Name of Registrant: Electrocon International Inc.
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Former Name if Applicable: Not Applicable
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Address of Principal Executive Office:
Prosperity Centre
8/F, Block B
77 Container Port Road
Kwai Chung
New Territories, Hong Kong
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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 box if appropriate)
[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, Form 20-F, 11-K or Form 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
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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Part III--Narrative
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
The Registrant is unable to file its Annual Report on Form 20-F for the
fiscal year ended December 31, 1996, within the prescribed period because the
Registrant's independent auditors were not able to deliver their final audit
report to the Registrant for the fiscal year ended December 31, 1996 in time for
filing of the Form 20-F by the June 30, 1997 due date. The Registrant is,
therefore, unable to complete the preparation and filing of its Annual Report on
Form 20-F for the fiscal year ended December 31, 1996, within the prescribed
period.
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Part IV--Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Henry F. Schlueter, Esq. (303) 292-3883
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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.
Selected Statement of Operations Data (1)(2)
(Stated in United States Dollars)
Year Ended Year Ended
Dec. 31, 1995 Dec. 31, 1996
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(Audited) (Unaudited)
Net Revenues $44,999,212 $54,278,228
Cost of Sales $40,428,530 $50,995,522
Gross Profit on Sales $ 4,570,682 $ 3,282,706
Operating Expenses $ 3,200,572 $ 3,918,026
Income (Loss) from
Operations $ 1,370,110 $ (635,320)
Share of Losses of an
Affiliated Company $ (19,304) $ (31,303)
Other Income $ 321,841 $ 487,026
Income (Loss) before $ 1,672,647 $ (179,597)
Income Taxes
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Provision for Income $ 261,865 $ (19,062)
Taxes
Net Income (Loss) before
Minority Interest $ 1,410,782 $(160,535)
Minority Interest $ (32,211) $ -
Net Income (Loss) $ 1,378,571 $(160,535)
Earnings (Loss) per
Common Share(3) $ 0.2095 $ (0.0243)
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(1) Reported in accordance with United States generally accepted accounting
principles ("GAAP").
(2) Income and expenses are translated into United States dollars at the
average rate of exchange in effect during the period. The exchange rate has
remained fixed at HK$7.80 to US$1.00 since 1983.
(3) Based on 6,624,211 shares for the years ended December 31, 1995 and 1996.
The Company incurred a net loss of $160,535 for the year ended December 31,
1996 as compared to net income of $1,378,571 for the year ended December 31,
1995. Although the Company's net revenues increased by approximately 13.3% from
1995 to 1996, its cost of sales increased by approximately 26.1%. In addition,
operating expenses increased by approximately 22.4%.
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ELECTROCON 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
thereunto duly authorized.
Date: June 30, 1997 By: /s/ Edward Ting
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Edward Ting, 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.
KWAN WONG TAN & FONG Certified Public Accountants
50th Floor, Hopewell Centre
183 Queen's Road East
Hong Kong
Our Ref: AOI/TL/EII
26 June 1997
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Board of Directors
Electrocon International, Inc.
8/F Block B Prosperity Centre
Kwai Chung
New Territories
Dear Sirs,
Please be advised that the audit of Electrocon International, Inc. and its
subsidiaries is likely to be delayed by 15 to 20 days. The reason is mainly due
to the delay in delivery of documentations of the Group's China set up.
Yours faithfully,
/s/ Teddy Leung
Audit Manager
TL/ki
020-95/(off4)
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Deloitte Touche
Tohmatsu
International
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