U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-17250
(Check One): CUSIP NUMBER
285296 20 8
[ ]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, 1997
[ ] 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.
Former Name if Applicable: Not Applicable
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)
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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
[ ] (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
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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, 1997 within the prescribed period because the
Registrant's counsel has been unable to complete the Annual Report due to
unexpected staffing problems. 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, 1997, within the prescribed period.
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Part IV--Other Information
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(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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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 U.S. Dollars)
Year Ended Year Ended
Dec. 31, 1996 Dec. 31, 1997
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(Audited) (Unaudited)
Net Revenues $ 53,379,834 $ 28,625,207
Cost of Sales $ 50,078,786 $ 25,913,093
Gross Profit on Sales $ 3,301,048 $ 2,712,114
Selling, Administrative and
General Expenses $ 3,600,530 $ 3,502,226
Income/(Loss) from
Operations $ (299,482) $ (790,112)
Share of Losses of an
Affiliated Company $ (11,999) $ (37,475)
Other Income - net $ 157,616 $ 481,782
Income (Loss) before
Income Taxes $ (153,865) $ (345,805)
Provision for/(Benefits From)
Income Taxes $ (106,086) $ 21,041
Net Income (Loss) $ (47,779) $ (366,846)
Earnings (Loss) per
Common Share (3) $ (0.0073) $ (0.0541)
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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 year ended December 31, 1996 and
6,782,314 shares for the year ended December 31, 1997.
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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, 1998 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.
