10-3-94 General Reporting Rules 2018-E
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number:
Washington, D.C. 20549
Estimated average burden
Hours per response..........2.50
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):[X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-QSB [] Form N-SAR
For Period Ended: [ X] 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: June
30, 1998 ------------------------------
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.
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
USABG Corp.
Full Name of Registrant
U.S. Bridge Corp.
Former Name if Applicable
53-09 97th Place
Address of Principal Executive Office (Street and Number)
Corona, New York 11368
City, State and Zip Code
PART II-- RULES 12b-25(b) AND (c)
If the subject report could not be filed without reasonable 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 on 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 why the Form 10-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)
<PAGE>
The Registrant's From 10-KSB could not be filed within the prescribed
time period due to the fact that significant managment time has been spent on a
recent filing of a registration statement which has delayed work on the Form
10-KSB.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person in regard to this notification
Steven W. Schuster, Esq. (212) 448-1100
(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 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.
See Exhibit A
U.S. Bridge Construction of N.Y., 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 September 28, 1998 By /s/ Joseph Polito
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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.
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 exchanged 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.
<PAGE>
EXHIBIT A
The Company's revenue decreased from $15,494,447 to $15,204,867. The gross
profit percentage decreased from 28% to 12%. Operating expenses decreased from
$3,809,413 to $3,045,682. Operating profit decreased from $561,241 to a loss of
$1,118,754. Net loss increased from $875,238 to $2,310,539.
The Company's revenue decreased as a result of working on fewer jobs, which
was partially offset by revenue from a new subsidiary. The gross profit
decreased as a result of not recognizing revenue from change orders which are
currently in dispute, although the costs which may relate to the change order
are recognized. The Company has not yet made a determination of any change in
the allowance for doubtful accounts, therefore the decrease in operating
expenses resulting primarily from the prior's year's bad debt expense may change
significantly. In addition to the preceding reasons, the decrease in net income
is due to increased interest expense, costs associated with the issuance of the
convertible debentures and stock issued for services.
