UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q
For Period Ended: June 30, 1996.........................SEC FILE NUMBER 0-19069
CUSIP NUMBER 00207B205
[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 Period Ended: June 30, 1996
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: Entire Form 10-KSB
Part I - Registrant Information
Full Name of Registrant ATC II, Inc.
Former Name if Applicable N/A
Address of Principal Executive Office:
268 West 400 South
Suite 300
Salt Lake City, Utah 84101
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, semiannual report,
transition report on From 10-K, Form 2-F, 11-F, 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 From
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 form 10-K, 11-K, 20-F,
10-Q or N-SAR or portion thereof could not be filed within the prescribed time
period.
On August 20, 1996, Jack Hartgrove, the Company's chief financial
officer, secretary and director, resigned from his respective positions
as officer and director. On the same day, James Thompson resigned as
the Company's director. At the time of their respective resignations,
Mr. Hartgrove and Mr. Thompson were the Company's only incumbent
directors. Just prior to their resignations, Hartgrove and Thompson
appointed Dr. Gerald Curtis as the Company's president and director.
This change of control in the Company's management has also resulted in
a relocation of the Company's principle executive offices from
Knoxville, Tennessee to Salt Lake City, Utah. The change in management,
resignation of the Company's chief financial officer, and the corporate
relocation, have delayed the Company's preparation of its year end
financial statements and therefore delayed the independent audit of its
financial statements. For these reasons, the Company has been unable to
file its 10-KSB within the prescribed time period.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard
to this notification.
Dr. Gerald Curtis President (801) 575-8073
(Name) (Title) (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 12 months or
for such shorter period that the registrant was required to
file such report(s) been filed? If the answer if 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?
( ) Yes (X ) No
If so, attach an explanation of the anticipated change, both
narrative and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made - Corporate offices and management changes.
N/A
ATC II, 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: September 30, 1996 By /s/ Dr. Gerald Curtis
--------------------------- ----------------------
Name: Dr. Gerald Curtis
Title: President
