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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K and Form 10-KSB [_] Form 20-F [_] Form 11-K
[_] Form 10-Q and Form 10-QSB [_] Form N-SAR
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For Period Ended: March 31, 1996 | SEC FILE NUMBER |
------------------------------------ | 33-23138-D |
[_] Transition Report on Form 10-K --------------------
[_] Transition Report on Form 20-F --------------------
[_] Transition Report on Form 11-K | CUSIP NUMBER |
[_] Transition Report on Form 10-Q | 422 36C |
[_] Transition Report on Form N-SAR --------------------
For the Transition Period Ended:
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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:
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant
HEARTSOFT, INC.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
3101 HEMLOCK CIRCLE
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City, State and Zip Code
BROKEN ARROW, OKLAHOMA 74102
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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)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, 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 [X].
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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.
(Attach Extra Sheets IF Needed)
HEARTSOFT FILED A FORM 15, CERTIFICATION AND NOTICE OF TERMINATION OF
REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, WITH THE SECURITIES AND EXCHANGE COMMISSION IN MARCH OF
1990. AT THE TIME OF SUCH FILING, HEARTSOFT HAD ONLY APPROXIMATELY 225
SHAREHOLDERS OF RECORD.
HEARTSOFT RECENTLY BECAME AWARE THAT AS OF THE CLOSE OF ITS FISCAL YEARS ENDED
MARCH 31, 1996, AND MARCH 31, 1995, IT HAD SUCH NUMBER OF HOLDERS OF RECORD THAT
THE SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 NO LONGER APPLIED. HOWEVER, SINCE FILING THE
FORM 15 IN 1990, THE COMPANY HAS NOT ENGAGED AN INDEPENDENT ACCOUNTANT TO AUDIT
ITS ANNUAL FINANCIAL STATEMENTS. THE COMPANY HAS ENGAGED AN ACCOUNTANT TO
RENDER A REPORT ON THE COMPANY'S FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
MARCH 31, 1996; HOWEVER, DUE PRIMARILY TO THE FACT THAT THERE HAVE BEEN NO
AUDITED STATEMENTS FOR THE PRECEDING SEVERAL YEARS, THE AUDIT OF THE FINANCIAL
STATEMENTS FOR THE CURRENT FISCAL YEAR HAS TAKEN LONGER THAN ORIGINALLY
ANTICIPATED. THE COMPANY IS OF THE BELIEF THAT THE AUDIT WILL BE COMPLETED AND
THE ACCOUNTANT'S REPORT RENDERED WITH RESPECT TO THE FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDED MARCH 31, 1996, WITHIN THE 15 CALENDAR DAY EXTENSION
PROVIDED BY RULE 12b-25.
DUE TO THE FACT THAT THE FINANCIAL INFORMATION CONTAINED IN THE FINANCIAL
STATEMENTS RELATES TO ESSENTIALLY EVERY PART OF THE FORM 10-KSB, THE COMPANY HAS
ELECTED NOT TO FILE ANY PART OF THE FORM 10-KSB UNTIL THE AUDITED FINANCIAL
STATEMENTS ARE AVAILABLE. THEREFORE, THIS NOTIFICATION RELATES TO THE ENTIRE
FORM 10-KSB.
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
BRYAN J. REUSSER, DIRECTOR OF FINANCE (918) 251-1066
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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 reports) been filed?
If the answer is no, identify report(s). [_] Yes [X] No
THE COMPANY DID NOT FILE A FORM 10-KSB FOR ITS FISCAL YEAR ENDED MARCH 31, 1995.
(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? [_] Yes [X] 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.
HEARTSOFT, 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
hereunto duly authorized.
Date: June 25, 1996 By: /s/ Benjamin P. Shell
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Benjamin P. Shell
Chairman of the Board
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| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT |
| CONSTITUTE FEDERAL CRIMINAL VIOLATION (SEE 18 U.S.C. 1001). |
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EXHIBIT TO HEARTSOFT, INC.
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FORM 12b-25
PART II (c): ACCOUNTANT'S STATEMENT REQUIRED BY RULE 12b-25(c)
Cross and Robinson, CPA's, A.C.P., was engaged by Heartsoft, Inc. to conduct an
independent audit for the fiscal year ended March 31, 1996. This was the
Company's first independent audit since becoming publicly held in 1988. As
such, additional time was required for the audit to be completed, as information
dating as far back as 1991 was required for examination. Delays were
unavoidable, as the Company needed to gather archived information. Our report
for the period ended March 31, 1996 will be rendered in sufficient time to
satisfy the requirements of the extension period.
/s/Charles L. Tefertiller
Charles L. Tefertiller
Cross and Robinson
Tulsa, OK
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