SUNRISE RESOURCES INC\MN
NT 10-K, 1997-07-01
COMPUTER RENTAL & LEASING
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                                                              
                                  FORM 12b-25                   SEC FILE NUMBER
                           NOTIFICATION OF LATE FILING               0-19516
                                                                  CUSIP NUMBER 
                                                                   86769K 10 5 

(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:  March 31, 1997 
              [ ]  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    Sunrise Resources, Inc.


Former Name if Applicable

Address of Principal Executive Office (Street and Number)    
                        5500 Wayzata Boulevard, Suite 725

 City, State and Zip Code  Golden Valley, MN  55416
 ------------------------------------------------------------------------------
 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,  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 the reasons why the 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  time period.  (Attach Extra
Sheets if Needed) 
                                See Attachment.
<PAGE>
PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

    John F. Wurm                      612                 347-7127
      (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 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  or  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.


                             Sunrise Resources, 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  June 30, 1997                 By /s/ Errol F. Carlstrom
                                        Errol F. Carlstrom, President and 
                                        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).

                              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  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 Regulations S-T (ss. 232.201 or ss. 232.202 of this chapter) or
     apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
     S-T (ss. 232.13(b) of this chapter). 553268

<PAGE>

                                   ATTACHMENT
                                       TO
                                   FORM 12b-25
                                       FOR
                             SUNRISE RESOURCES, INC.


     The  Company is not in a position  to file its Form 10-K for the year ended
March 31, 1997 on a timely basis,  and even with unusual effort and  substantial
expense,  the  Company  would not be in a position  to file its 10-K on a timely
basis  and  fulfill  its  disclosure  obligations  satisfactorily.  The Board of
Directors  recently  determined  to take  additional  reserves of  $6,600,000 on
certain loans and leases which had been consummated  primarily in 1994 and 1995.

     In addition,  on June 25, 1997,  the  arbitrator of an  arbitration  action
brought by an affiliate of the Company  arising out of the February  1995 merger
of the Company  and the  affiliate,  issued the final  piece of his  arbitration
award.  The  Company  needs the  additional  time to ensure  that its complex
financial and business disclosures are current, accurate and complete.



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