ESSENTIAL RESOURCES INC
NT 10-Q, 1997-05-15
BUSINESS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                         Commission File Number 0-19691

                           NOTIFICATION OF LATE FILING

(Check One): / / Form 10-K  / / Form 20-F  / / Form 11-K
             /X/ Form 10-Q  / / 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

Essential Resources, Inc.
Full Name of Registrant

______________________________
Former Name if Applicable

661 Palisades Avenue
Address of Principal Executive Office (Street and Number)

Englewood Cliffs, New Jersey 07632
City, State and Zip

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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 12-b-25(b), the
following should be completed. (Check appropriate box).

/X/ (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 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 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, 10-Q,
N-SAR, or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

     The Registrant's senior management are engaged in various negotiations with
respect to the registrant's business activities which will not permit them time
to complete preparation of the necessary information for the subject report.

                           PART IV - OTHER INFORMATION

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

    Phillip Cook             (201) 736-9067
       (Name)       (Area code and 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) has been filed? If answer is
    no, identify report(s). / / Yes /X/ No

                  June 30, 1996 Transitional Form 10-KSB;
                  September 30, 1996 Form 10-QSB

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                  December 31, 1996 Form 10-QSB

(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

            The Registrant was not operating during the prior period.

    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.

                            Essential Resources, 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: May 14, 1997                     By: /s/ PHILLIP COOK
                                           Phillip Cook, President

     Instruction. The form may be signed by an executive officer of the
registrant or by any other authorized representative. The name and title of the
person signing the form shall by 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 omission of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

     1. This form is required by Rule 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.

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     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 or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.



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