UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [X] Form 10-KSB [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For the 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 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
MEDCROSS, INC.
Full Name of Registrant
Former Name if Applicable
3227 Bennet Street North
Address of Principal Executive Office (Street and Number)
St. Petersburg, Florida 33713
City, State, and Zip Code
PART II - RULES 12b-25 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)
[XX] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[XX] (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
[XX] (c) The accountant's statement or other exhibit required by Rule 12B-25(c)
has been attached if applicable.
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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)
See Attached Exhibit A
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
James Giauque (801) 576-5000
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 of 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) [XX] 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 position thereof? [XX] 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 Attached Exhibit B
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MEDCROSS, 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 28, 1997 By: /s/ Karl S. Ryser, Jr.
Karl S. Ryser, Jr., Chief
Financial Officer/Treasurer
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 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 this form will be made a matter of public record in the
Commission file.
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 report 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) or Regulation S-T.
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EXHIBIT A
PART III - NARRATIVE
The audit of the financial statements of Medcross, Inc (the "Registrant") will
not be completed by March 31, 1997, the last day for a timely filing of its
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996,
pursuant to Rule O-3 of the General Rules and Regulations under the Securities
Exchange Act of 1934.
The Registrant was unable to compile additional information required by the
auditors for complete and accurate disclosure as required by Form 10-KSB and
Regulation S-B with sufficient time for the auditors to audit the information
and issue their audit report. This delay in completing the audit of the
financial statements affected the Registrant's ability to complete other
required disclosures in the Form 10-KSB.
The information required by the auditors to enable them to issue their report
could not be obtained without unreasonable effort or expense. The Registrant
undertakes to file its Form 10-KSB no later than the fifteenth day following
the due date.
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EXHIBIT B
PART IV (3)
The Company anticipates that its results of operations for the year ended
December 31, 1996 will reflect a net loss significantly greater than its
reported net loss for the year ended December 31, 1995. The increase in net
loss is the result of the effects of the acquisition of I-Link Worldwide, Inc.
in February 1996. The ultimate impact on operations for the year ended
December 31, 1996 is presently being determined and accordingly cannot be
quantified as of this date.
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EXHIBIT C
March 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We were retained by Medcross, Inc. as independent certified public accountants
to report on the consolidated financial statements at December 31, 1996 and for
the year then ended. We have endeavored, with the full cooperation of the
Registrant, to obtain the necessary information to meet the filing requirements
for Form 10-KSB, both as to form and timeliness. Because the Registrant was
unable to compile additional information, determined to be required information
for the audit, with sufficient time for us to complete our audit procedures,
we will not be able to complete our examination by March 31, 1997, which is
the required filing date for the Registrants Annual Report on Form 10-KSB.
Yours very truly,
/s/ Coopers & Lybrand, L.L.P.
Coopers & Lybrand, L.L.P.
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