EASTBROKERS INTERNATIONAL INC
NTN 10Q, 1998-08-19
INVESTORS, NEC
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                                                               -----------------
                                                                 SEC FILE NUMBER
                                                                         0-26202
                                                               -----------------

                                                               -----------------
                                                                    CUSIP NUMBER
                                                                      0000899627
                                                               -----------------

(Check One):    [ ] Form 10-K and Form 10-KSB    [ ] Form 20-F    [ ] Form 11-K
                [X] Form 10-Q and Form 10-QSB    [ ]  Form N-SAR

         For Period Ended:    June 30, 1998
                          ---------------------
         [ ] 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

EASTBROKERS INTERNATIONAL INCORPORATED
- -----------------------------------------------------------
Full Name of Registrant



- -----------------------------------------------------------
Former Name if Applicable


15245 Shady Grove Road, Suite 340
- -----------------------------------------------------------
Address of Principal Executive Office   (Street and Number)


Rockville, Maryland  20850
- -----------------------------------------------------------
City, State and Zip Code


<PAGE>


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 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, 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 period.

     The Company is still in the process of completing its financial  statements
     for the year ended March 31, 1998 and its Annual  Report on Form 10-KSB for
     the fiscal year ended March 31, 1998. Any potential  changes or disclosures
     required for the completion of these items could have a material  impact on
     the quarterly information.  In order to file a complete and accurate 10-QSB
     for the quarterly period ended June 30, 1998, the Company will need to wait
     until such financial  statements  and Annual Report are  finalized.  Due to
     this  delay in the  filing of the  Annual  Report,  the  Company  is unable
     without  unreasonable  expense or effort to complete and file its Quarterly
     Report on Form 10-QSB for the  quarterly  period ended June 30, 1998 within
     the prescribed period.

PART IV. OTHER INFORMATION

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

Kevin D. McNeil                      (301) 527-1110
- --------------------------------------------------------------------------------
(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).
                                                                 [ ] Yes  [X] No

  Form 10-KSB for the year ended March 31, 1998; Form 8-K Financial Statements

(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
quantitively,  and, if appropriate,  state the reasons why a reasonable estimate
of the results cannot be made.

     The Company is currently in the process of acquiring additional information
     regarding the valuation of certain assets held by foreign  subsidiaries  of
     the  Company and  applying  U.S.  GAAP  criteria  to these  valuations  and
     information in order to complete its financial statements and Annual Report
     on Form 10-KSB for the year ended March 31, 1998.  As of the filing date of
     this Form, the Company is unable to estimate with any reasonable  certainty
     the  effects  of any  potential  revaluation  of  assets  under  U.S.  GAAP
     criteria. Any potential revaluation could effect the Company's earnings for
     the quarterly period ended June 30, 1998.


                                     - 2 -

<PAGE>



                     EASTBROKERS INTERNATIONAL INCORPORATED
                  --------------------------------------------
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date:  August 17, 1998                 By:       /s/  Kevin D. McNeil
    ----------------------                --------------------------------------
                                                     Kevin D. McNeil
                                              Vice President, Treasurer and
                                                 Chief Financial 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 the 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 Regulation
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).







                                     - 3 -



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