SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number: 0-21566
(Check one)
|X| Form 10-K and Form 10-KSB | | Form 11-K | | Form 20-F | | Form 10-Q and Form
10-QSB | | Form N-SAR
For the period ended June 30, 1998
| | Transition Report on Form 10-K and Form 10-KSB | | Transition Report on Form
20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q and
Form 10-QSB | | Transition Report on Form N-SAR
For the transition period ended ____________
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 notification relates:
__________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant: LS Capital Corporation
Former name if applicable:
Address of principal
executive office: 15915 Katy Freeway, Suite 250
City, State and Zip Code: Houston, Texas 77094
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PART II
RULE 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 appropriate box.)
|X| (a) The reasons described in 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 of Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
|X| (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 Forms 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, 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 annual report on Form 10-KSB could not be filed within
the prescribed time period because the financial statements required to be
prepared by the Registrant's independent auditor have not been completed due to
delays in the independent auditor receiving necessary confirmations from third
parties.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Paul Montle (281) 398-5588
(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 report(s) been filed? If the 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?
|X | YES | | 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.
Explanation:
The Company presently anticipates that there will be an
increase in mining exploration costs from $20,000 in fiscal
1997 to $935,000 in fiscal 1998. The Company presently
anticipates that there will be an increase in general and
administrative expenses from $1,129,000 in fiscal 1997 to
$1,652,000 in fiscal 1998. The Company presently anticipates
an increase in its operating loss from $1,155,000 in fiscal
1997 to $2,592,000 in fiscal 1998. The Company presently
anticipates that there will be an increase in loss from
continuing operations from $21,000 in fiscal 1997 to
$2,553,000 in fiscal 1998. In fiscal 1997 there were two
one-time gains on sale of assets of $ $1,603,000 and
non-recurring interest expense of $489,000 and the Company
presently anticipates no similar line items in fiscal 1998.
The Company presently anticipates that there will be an
increase in net loss from $72,000 in fiscal 1997 to $2,605,000
in fiscal 1998 and a corresponding increase in loss per share
of common stock from $ 0.00 in fiscal 1997 to $ 0.19 in fiscal
1998, based on weighted average shares outstanding of
7,177,000 shares in fiscal 1997 compared to 13,481,000 shares
in fiscal 1998. The change in results for fiscal 1998 are
attributable, in part, to management's focus on mining
exploration which is in the developmental stages.
Exhibits 1.1 Letter from Independent Accountant
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LS Capital Corporation
(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 28, 1998 By /s/ Paul J. Montle
Paul J. Montle
President
EXHIBIT 99.1 - Letter from Independent Accountants
September 28, 1998
STATEMENT BY MALONE & BAILEY, PLLC
To the Board of Directors
LS Capital Corporation
We are currently engaged in performing an examination of the financial
statements of LS Capital Corporation for the year ended June 30, 1998.
Confirmation of account balances with key customers is an essential part of the
examination and certain confirmation requests have not been returned as of this
date. Since I have not received all the confirmations necessary to complete the
audit, I am unable to estimate whether there will be any significant changes in
the operating statement.
We will not be able to complete our examination and render an opinion on the
financial statements on or before September 28, 1998, the date by which the
Company is required to file its annual report with the Securities and Exchange
Commission on Form 10-KSB.
John C. Malone, CPA
