ELECTROCON INTERNATIONAL INC
NT 20-F, 1999-07-01
ELECTRONIC PARTS & EQUIPMENT, NEC
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25
                                                                 ---------------
                            NOTIFICATION OF LATE FILING          SEC FILE NUMBER
                                                                      0-17250
                                                                 ---------------
                                                                 ---------------
                                                                  CUSIP NUMBER
                                                                   285296 20 8
                                                                 ---------------
(Check One):

    [ ]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, 1998

     [ ] 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

- --------------------------------------------------------------------------------

     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: Not Applicable

- --------------------------------------------------------------------------------
Part I--Registrant Information
- --------------------------------------------------------------------------------

     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


                                      -1-
<PAGE>

- --------------------------------------------------------------------------------
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.

- --------------------------------------------------------------------------------
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, 1998 within the  prescribed  period  because the
Registrant's  auditors  have been unable to complete the audit . 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,  1998,  within the
prescribed period.

- --------------------------------------------------------------------------------
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
     ----------------------------------------------------------------------
             (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

                                       -2-
<PAGE>



(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 U.S. Dollars)

                                          Year Ended      Year Ended
                                         Dec. 31, 1997   Dec. 31, 1998
                                         -------------   -------------
                                           (Audited)      (Unaudited)

         Net Revenues                    $ 29,086,564    $ 22,329,913

         Cost of Sales                   $ 25,811,706    $ 18,811,935

         Gross Profit on Sales           $  3,274,858    $  3,517,978

         Operating Expenses              $  3,502,226    $  3,548,441

         Income/(Loss) from
            Operations                   $   (227,368)   $    (30,462)

         Interest Income                 $    229,252    $    224,438

         Interest Expense                $   (461,329)   $   (537,310)

         Share of Losses of an
            Affiliated Company           $    (37,475)   $    (40,961)

         Other Income                    $    151,115    $     26,778

         Income (Loss) before
            Income Taxes                 $   (345,805)   $   (357,517)

         Provision for/(Benefits From)
            Income Taxes                 $     21,041    $    (52,497)

         Net Income (Loss)               $   (366,846)   $   (305,020)


- --------------------------

(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-
<PAGE>


                          ELECTROCON INTERNATIONAL 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: June 30, 1999                                By: /S/ Edward Ting
- -------------------                                   --------------------------
                                                      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.



                                       -4-



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