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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 0-19814
Washington, D.C. 20549
Cusip Number
FORM 12b-25 000779 10 8
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, 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:____________________________
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.
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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
ABS Group Inc.
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Former Name if Applicable
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Address of Principal Executive Office (STREET AND NUMBER)
818 East South Temple Street, Salt Lake City, Utah 84102
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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
_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 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.
See attached
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gary B. Wolff 212 644-6446
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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 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.
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ABS Group 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 March 26, 1998 By /s/ Emanuel A. Floor
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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.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).
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ABS GROUP INC.
FORM 12b-25
PART III - NARRATIVE
As heretofore indicated in prior filings with the Securities and
Exchange Commission ("SEC") by the Registrant and in particular (but not
limited to) its 10-KSB for year ended December 31, 1996 at Item I thereof
entitled "Description of Business" the Registrant established on 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 Form 8-K with date of report of
January 16, 1997). The financial statements of MR must be consolidated with
that of the Registrant (and its other subsidiary) so that the Registrant's
financial statements reflect its financial position and results of operations as
well as those of its subsidiaries as a single entity.
These 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 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 a manner as possible in light of the circumstances described
above.
The Registrant, therefore, requests an extension within which to file
its Form 10-KSB for year ended December 31, 1997 of fifteen calendar days
following the prescribed due date as indicated in Part II (b) of the Form
12b-25, i.e. thereby requiring Registrant to file such Form 10-KSB on or before
April 15, 1998.
