CHANTAL SKIN CARE CORP
NT 10-K, 1996-09-30
PHARMACEUTICAL PREPARATIONS
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<PAGE>   1
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                                        SEC File Number 33-25115
FORM 12b-25                                             CUSIP Number 158909 10 1

                          NOTIFICATION OF LATE FILING

                                  (Check One):

(X)  Form 10-K      (  )  Form 11-K        (  )  Form 20-F     (  )  Form 10-Q

                        For Period Ended:  JUNE 30, 1996

________________________________________________________________________________

               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:  CHANTAL SKIN CARE CORPORATION

           Former Name if Applicable:
________________________________________________________________________________

           Address of Principal Executive Office:  12121 WILSHIRE BOULEVARD,
           SUITE 1150
________________________________________________________________________________

           City, State and Zip Code:  LOS ANGELES, CALIFORNIA 90025
________________________________________________________________________________

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/portion thereof will be
                 filed on or before the fifteenth calendar day following the
                 prescribed due date; or the subject quarterly report 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 has been attached if applicable.
                 
                                                                   Page 1 of 3
<PAGE>   2
________________________________________________________________________________

PART III - NARRATIVE
________________________________________________________________________________

State below in reasonable detail the reasons why the Form 10-K, 11-K, 20-F or
10-Q or portion thereof could not be filed within the prescribed time period.

The Registrant has not yet completed its review and necessary analysis of all
of the business and financial information necessary to allow the Registrant to
complete the narrative disclosure and financial statements for the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1996 and to allow
the Registrant's newly engaged independent auditors, BDO Seidman, LLP, the
opportunity to complete its audit procedures to enable it to render its opinion
within the prescribed period.  See Exhibit I.

________________________________________________________________________________

PART IV - OTHER INFORMATION
________________________________________________________________________________

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

                 Chantal Burnison      (310)              207-1950
                       (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) during the preceding twelve
             months (or for such shorter period that the Registrant was required
             to file such reports) been filed?      ( ) Yes   (X) No 

             If the answer is no, identify report(s).

             June 30, 1995 10KSB
             September 30, 1995 10Q
             December 31, 1995 10Q
             March 31, 1996 10Q

       (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 statement to be included in the
             subject report or portion thereof?       *  (X) Yes   ( ) No

             If so:  attach an explanation of the anticipated change, both
             herewith narratively and quantitatively, and, if appropriate, state
             the reasons why a reasonable estimate of the results can not be
             made.  (See the following)

*  The Registrant is not able to give any indication of its results of
operations due to various accounting issues being reviewed with the
Registrant's newly engaged independent auditors.

Chantal Skin Care Corporation has caused this notification to be signed on its
behalf by the undersigned, thereunto duly authorized.



Date: September 30, 1996                    CHANTAL SKIN CARE CORPORATION      



                                              By: /s/ Chantal Burnison     
                                                  -----------------------
                                                  Chantal Burnison
                                                  Chief Executive Officer
<PAGE>   3
                                                                    EXHIBIT 1



[BDO LOGO]                  [BDO SEIDMAN, LLP LETTERHEAD]



                               September 27, 1996



Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549


This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.

We are the independent auditors of Chantal Skin Care Corporation (the
"Registrant").  The Registrant has stated in Part III of its filing on Form
12b-25 that it is unable to timely file, without unreasonable effort or
expense, its Annual Report on Form 10-K for the year ended June 30, 1996
because our Firm has not yet completed our audit of the financial statements of
the Registrant for the year ended June 30, 1996 and is therefore unable to
furnish the required opinion on such financial statements.

We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25 for the year ended June 30, 1996, and
agree with the statements made therein as they relate to accounting and
auditing matters.


                                        Very truly yours,


                                        /s/  BDO SEIDMAN, LLP


                                        BDO Seidman, LLP




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