UNITED STATES SEC FILE NUMBER
SECURITIES AND EXCHANGE COMMISSION 000-18291
WASHINGTON, DC, 20549
CUSIP NUMBER
97607634
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, 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 Instruction (on back page) Before preparing Form, please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
PART I - REGISTRANT INFORMATION
U.S. PAWN, INC.
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Full Name of registrant
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Former Name if applicable
7215 LOWELL BLVD.
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Address of Principle Executive Office (Street and Number)
WESTMINSTER CO. 80030
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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 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) If 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 calender 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 calender 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 within the
prescribed time Period. (Attach Extra Sheets if Needed)
On March 26, 1998, AJ. Robbins, P.C., Certified Public Accountants and
Consultants, 3033 East 1st Avenue, Denver, Colorado, Certifying Accountant for
U.S. Pawn, Inc. (the "Company"), resigned as Certifying Accountant for the
Company due to certain independence issues.
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During the Company's two most recent fiscal years and subsequent interim
period up to the date of the change in certifying accountant, there were no
disagreements with the former certifying accountant on any matter of accounting
principle or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if any, not resolved to the satisfaction of
AJ. Robbins, PC, would have caused AJ.Robbins, PC to make a reference to the
subject matter of the disagreement(s) in connection with his report.
Effective March 30, 1998, the Company has engaged the accounting firm of
Ehrhardt Keefe Steiner & Hottman, Certified Public Accountants and Consultants,
7979 East Tufts Avenue, Denver, Colorado, as Certifying Accountant for the year
ending December 31, 1997.
The change in Certifying Accountant is more fully explained in the
Registrant's Form 8-K filed on or about March 31, 1998 pursuant to Item 304 of
Regulation S-K.
PART IV- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Charles C. Van Gundy (303) 657-3550
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(Name) (Area Code) (Phone Number)
(2) Have all other periodic reports required Under Section 13 or 15(d) of to
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?
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.
It is anticipated that the Company will report nominal net income, if any,
for the year ended December 31, 1997 as compared to $725,000 of net income for
the year ended December 31, 1996. The anticipated decrease in net income is
primarily attributable to an increase of approximately $900,000 in
administrative expenses, an increase of approximately $130,000 in interest
expense and an increase of approximately $230,000 in depreciation expense.
The Company's results of operations will be more fully explained in the
Registrant's Annual Report on Form 10- KSB for the year ended December 31, 1997
to be filed with the Commission on or before April 15, 1998.
U.S. PAWN, INC
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on it's behalf by the undersigned
hereunto duly authorized.
Date March 31, 1998 By: /s/ Charles C. Van Gundy
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Charles C. Van Gundy
Chief Executive Officer
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.
<PAGE>
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17CFR 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 amended 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 or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
Exhibit - Accountants' Statement:
March 31, 1998
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Dear Sir/Madam:
We have read the Form 12b-25 for U.S. Pawn, Inc. for a 15 day extension on its
Form 10-KSB due March 31, 1998. Erhardt Keefe Steiner & Hottman PC was engaged
on March 30, 1998 to audit the financial statements of U.S. Pawn, Inc. as of and
for the year ended December 31, 1997 after U.S. Pawn, Inc. was notified by the
predecessor auditor of certain independence issues. As we were just engaged to
audit the aforementioned financial statements, we are unable to furnish the
required independent auditors' opinion on or before March 31, 1998.
Erhardt Keefe Steiner & Hottman PC
