<PAGE> 1
OMB APPROVAL
OMB Number: 3235-0058
Expires: June 30, 1994
Estimated average burden
hours per response..2.50
BEC FILE NUMBER
0-19814
CUSIP NUMBER
000779 10 8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) X Form 10-K __ Form 20-F __ Form 11-K __ Form 10-Q __ Form N-SAR
For Period Ended: December 31, 1996
[ ] 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:____________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the 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:
- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
ABS Group Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
- --------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)
2936 Sierra Point Place, Salt Lake City, Utah 84109
- --------------------------------------------------------------------------------
City, State and Zip Code
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 appropriate box)
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, 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 of 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach Extra Sheets if Needed)
See attached Exhibit A
<PAGE> 2
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gary B. Wolff, P.C. 212 644-6446
-------------------------- ----------- ------------------
(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 answer is no identify report(s).
X Yes __ No
---
(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.
- --------------------------------------------------------------------------------
ABS Group Inc.
------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 24, 1997 By /s/ Emanuel A. Floor
--------------------------- ----------------------------------------
Emanuel A. Floor, 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
persons 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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549 in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.
<PAGE> 3
ABS GROUP INC.
FORM 12b-25
PART III - NARRATIVE
As heretofore indicted in prior filings with the Securities and Exchange
Commission ("SEC") by the Registrant and in particular in the Plan of
Operations section of the Registrant's Form 10-QSB for quarter ended September
30, 1996 as well as in Registrant's Forms 8-K with dates of reports of January
16, 1997 and March 10, 1997 the Registrant (a) entered ito a joint venture
agreement with Biopharmaceutics, Inc. ("Bio") and thereafter formed a limited
liability company with Bio known as DBD Company LLC in order to develop a
certain drug (as indicated in aforesaid Form 10-QSB), (b) established an 80%
owned subsidiary and thereafter acquired, through such subsidiary, a wholly
owned subsidiary known as Marine Research Pty. Ltd. ("MR"), a corporation
organized under the laws of Australia (as indicated in aforesaid Form 8-K with
date of report of January 16, 1997) and (c) pursuant to terms and conditions of
Agreement dated December 31, 1996 acquired a wholly owned subsidiary known as
Future Medical Technologies, Inc. ("FMT") (as indicated in aforesaid Form 8-K
with date of report of March 10, 1997). The financial statements of MR and FMT
must be consolidated with that of the Registrant so that the Registrant's
financial statements reflect its financial position and results of operations
as well as those of its aforesaid subsidiaries as a single entity.
These audited financial statements are not yet completed and Registrant
has been advised that its accountants and/or auditors located both within and
without the United States have been diligently attempting to conclude the
necessary audited financial statements and consolidation but have been unable
to accomplish same within the necessary time frame without unreasonable effort
or expense or otherwise.
Registrant is current with respect to all prior "reporting requirements"
and is diligently endeavoring to complete its 10-KSB in as expeditious as a
manner as possible in light of the circumstances described above.
The Registrant, therefore, requests an extension of time within which to
file its Form 10-KSB for calendar year ended December 31, 1996 of fifteen
calendar days following the prescribed due date as indicated in Part II (b) of
this Form 12b-25, i.e. thereby requiring Registrant to file such Form 10-KSB on
or before April 15, 1997.
