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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 33-31068
CUSIP NUMBER 115605-30-5
(Check One):
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[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: June 30, 1996
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[ ] 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:
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Nothing in this 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: (Not applicable)
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PART I -- REGISTRANT INFORMATION
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BROWN DISC PRODUCTS COMPANY, INC.
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Full Name of Registrant
(Not applicable)
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Former Name if Applicable
1120-B Elkton Drive
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Address of Principal Executive Office (Street and Number)
Colorado Springs, Colorado 80907-3568
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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 Rules 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;
|
| (b) The subject annual report, semi-annual report,
| transition report on Form 10-K, Form 20-F, 11-K,
[X} | 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 the reasons why the Form 10-K, 20-F, 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)
Brown Disc Products Company, Inc. ("Registrant") will not be able to
complete its Form 10-KSB, including audited financial statements for the
fiscal year ended June 30, 1996, due to a delay in completion of its audited
financial statements. This delay resulted in part from changes in internal
management personnel during the last fiscal year and in part for audit review
of numerous changes in the Company's debt and equity capitalization reported
in prior filings by the Company with the Securities and Exchange Commission.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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Ronald H. Cole (719) 593-1015
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(Name) (Area Code) (Telephone Number)
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(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 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 of
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.
Reference is made to EXHIBIT I attached hereto.<PAGE>
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BROWN DISC PRODUCTS COMPANY, 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.
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Date: September 26, 1996 By: Ronald H. Cole
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Ronald H. Cole, President
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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
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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EXHIBIT 1
STATEMENT IN RESPONSE TO PART IV-(3)
Registrant's results of operations for the fiscal year ended June 30,
1995 resulted in a net loss of $384,328, or $0.14 per common share on
2,751,641 shares outstanding for the period.
For the nine months ended March 31, 1996, the Registrant reported a net
loss of $46,896, or $0.02 per common share on 2,767,459 average shares
outstanding for the period. The net loss for the nine months then ended
included a non-recurring gain of $189,889 realized in connection with
forgiveness of debt. Results of operations for the three months ended March
31, 1996 were a net loss of $103,342, or $.03 per share on 3,565,873 average
shares outstanding for that quarter. See the Registrant's Report on Form 10-
QSB for the Quarterly Period ended March 31, 1996. The Registrant incurred
continuing losses from operations during the three months ended June 30, 1996
in an amount currently undetermined. Management of the Company does not
believe an accurate statement of its results for the fiscal year ended June
30, 1996 can be made until the Registrant's independent certified public
accountants have completed their review of the Registrant's financial
statements for the fiscal year then ended.
