U.S. Securities and Exchange Commission
Washington, DC 20549
Form 12b-25
Notification of Late Filing
SEC file number 001-12756
(Check One) [ ] Form 10-K and Form-10KSB [ ] Transition report on Form 10-K
[ ] Form 20-F [ ] Transition report on Form 20-F
[ ] Form 11-K [ ] Transition report on Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Transition report on Form 10-Q
[ ] Form N-SAR [ ] Transition report on Form N-SAR
For period ended: September 30, 1998 For the transition period ended: N/A
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: N/A
Part I - Registrant Information
ROTARY POWER INTERNATIONAL, INC.
(Name of small business issuer in its charter)
PO Box 128, Wood-Ridge, New Jersey 07075-0128
(Address of principal executive offices) (Zip Code)
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)
[X] (a) The reasons described in reasonable detail in Part III of
the form could not be eliminated without unreasonable effort
or expense.
[ ] (b) The subject annual report on Form 10-KSB will be filed on or before
the fifteenth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12(b)-25(c) has been attached if applicable.
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Part III - Narrative
State below in reasonable detail the reasons why the Form 10-Q could not be
filed within the prescribed time period:
A conversion to the Company's new computer system was incomplete. The accountant
familiar with the prior system contracted a major illness. The costs of
emergency solutions would have a significant negative impact on the Company's
financial position. The Company has therefore implemented an interim accounting
system for the remainder of 1998. These factors will cause some delay in the
filing of the Company's quarterly report on Form 10-Q for September 30, 1998.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Ken Brody
President 973 777-7373
(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.
ROTARY POWER INTERNATIONAL, INC.
has caused this notification to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: November 13, 1998 By: /s/ Ken Brody
---------------------
Ken Brody, President
ATTENTION
Intentional misstatements or omissions of fact constitute a Federal Criminal
Violations (See 18 U.S.C. 1001)
<PAGE>
Form 12b-25
Part IV - Item (3)
Explanation of anticipated change in results of operations from the
corresponding period for the last fiscal year.
Results of operations are anticipated as follows:
Three Months Ended September 30
-------------------------------
1998 1997
---- ----
Anticipated Actual
----------- ------
Revenues $503,000 $ 3,303
Cost of Revenue 425,000 345,168
Selling, General and Admin Exp 185,000 164,660
Engineering Exp - -
Other income (Expense) (150,000) (228,924)
Net Loss (262,000) (735,449)
During the quarter ended September 30, 1998, the Company's revenues were
entirely from sales of assets related to its discontinued Mazda engine
remanufacturing operations, including sales of a portion of the assets of its
marine engine remanufacturing subsidiary, Rotary Power Marine, Inc. In the same
quarter ended September 30, 1997, revenues were negligible and the Company's
operations ceased until they were restarted in 1998. Restructuring the Company's
finances, consolidating its manufacturing facilities, and reorganizing the
Company's activities toward commercial engine sales and manufacture were the
principal activities of the Company in the three months ended September 30,
1998.
In August, 1998, the wholly owned subsidiary, Rotary Power Marine, Inc., changed
its name to EDrive Systems Corp to reflect its new thrust in the electric power
control and generation business.
