ESSENTIAL RESOURCES INC
NT 10-Q, 1997-02-14
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: 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 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 outside the United States
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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(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:    February 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.

         3.  A manually signed copy of the form and amendments thereto


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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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