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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form
10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1995
[ ] 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 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
________________________________________________________________________________
Full Name of Registrant: Crown Laboratories, Inc.
Former Name if Applicable
6780 Caballo Street
_________________________________________________________
Address of Principal Executive Office (Street and Number)
Las Vegas, Nevada 89119
_________________________________________________________
City, State and Zip Code
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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)
(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 or 10-KSB, Form 20-F,
11-K or 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
or transition report on Form 10-Q or 10-QSB, 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 Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period:
See attachment A.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Ronald P. Givner, Esq. (310) 203-8080
(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 report(s) been filed? If the answer is
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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 attachment B
Crown Laboratories, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 29, 1996 By /s/ CRAIG NASH
___________________________________
Craig Nash, 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.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
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 the 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 (S232.201 or S232.202 of this chapter) or apply for an adjustment in filing
date pursuant to Rule 13(b) of Regulation S-T (S232.13(b) of this chapter).
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ATTACHMENT A
During 1995, the Company began making limited shipments and
sales to the Russian marketplace through a Russian affiliate. The differences in
commercial practices and language have presented some initial challenges in
preparing the consolidated financial statements of the Company.
The Company is presently awaiting documentation from the
management of its Russian affiliate which will permit the closing of the books
for the fiscal year ended December 31, 1995. Such amounts covered by the
documentation are material to the consolidated financial statements of the
Company.
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ATTACHMENT B
The Company has continued to sustain losses during 1995 which
have grown from 1994 due to increased salary expense associated with increased
headcount and operating and start-up expenses as the Company nears completion of
its manufacturing facility and start of production.
On a preliminary estimate basis, losses for the year ended
December 31, 1995 are projected at about $3.9 million vs. $1.6 million for the
fiscal year ended December 31, 1994.