- -94 General Reporting Rules 2018-E
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
Washington, D.C. 20549
Estimated average burden
Hours per response..........2.50
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):[X]Form 10-K [ ]Form 20-F [ ]Form 11-K []Form 10-QSB []Form N-SAR
For Period Ended: September 30, 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 Instruction (on back page) 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
Thermo-Mizer Environmental Corp.
Full Name of Registrant
Former Name if Applicable
528 Oritan Avenue
Address of Principal Executive Office (Street and Number)
Ridgefield, New Jersey 07657
City, State and Zip Code
PART II-- RULES 12b-25(b) AND (c)
If the subject report could not be filed without reasonable 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 on 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, 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
of 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 why the Form 10-K, 10-Q, N-SAR, or the
transition report or portion thereof, could not be filed within the prescribed
time period, (Attach Extra Sheets if Needed)
Management is engaged in attempting to consummate the acquisition of
Laminaire Corporation and has been unable to complete the audit.
<PAGE>
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person in regard to this notification
Steven W. Schuster, Esq. (212) 448-1100
(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 reports)
been filed? If answer 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 the 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.
The Registrant's Statement of Operations for the fiscal year
ended June 30, 1997 ("Fiscal 1997") and balance sheet as of June 30, 1997 are
attached as Exhibit A. The Registrant's net loss increased to $1,923,166 during
Fiscal 1997 from a loss of $113,138 for the fiscal year ended June 30, 1996
("Fiscal 1996"). Upon completion of the Registrant's initial public offering in
March 1996, the Registrant sought to increase its emphasis on certain products
and services and made significant investments in (i) product development and
expanding the Registrant's product and software development capabilities, (ii)
hiring new financial , engineering, sales and marketing professionals, (iii)
conducting an analysis of the Registrant's marketplace, and (iv) acquiring the
rights to certain new products. These investments increased the Registrant;'s
expenses. In addition, operations were adversely impacted by a reduction in
capital spending by the Registrant's principal customers and introduction of a
new product, which had certain unanticipated problems which required correction,
thereby increasing the Registrant's costs on two major contracts.
Thermo-Mizer Environmental Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date September 29, 1997 By /s/ Jon J. Darcy
--------------------------------- -----------------------
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 INSTRUCTION
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 public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchanged 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.
<PAGE>
EXHIBIT A
THERMO-MIZER ENVIRONMENTAL CORP.
STATEMENTS OF OPERATIONS
FOR THE FISCAL YEARS ENDED JUNE 30,1997 AND 1996
1997 1996
---- ----
Contract and other revenues $2,351,191 $2,125,959
Cost of revenues 2,099,873 1,437,682
----------- -----------
Gross profit 251,318 688,277
------- -------
Expenses:
Personnel and related costs 524,401 246,489
Selling and administration expenses 897,839 417,686
Product development costs 221,429 169,667
Occupancy costs 32,955 38,333
Nonrecurring expenses-net 478,653
------- -------
Total expenses 2,155,277 872,175
----------- ------------
Loss before income taxes (1,903,959) (168,781)
Income taxes 19,207 55,643
------------- ------------
Net loss $(1,923,166) $ (113,138)
=========== ==========
Loss per share $(.87) $(.08)
===== =====
Weighted average number of
shares of common stock 2,192,650 1,387,000
========= =========
<PAGE>
THERMO-MIZER ENVIRONMENTAL CORP.
BALANCE SHEET
JUNE 30, 1997
ASSETS
Current Assets:
Cash $234,006
Other time deposits 375,000
Contracts receivable-net of allowance of $30,000 960,045
Inventories 378,284
Unbilled receivables 27,976
Prepaid expenses and other 258,894
-------
Total Current Assets 2,234,205
Property and Equipment - net 135,209
Other Assets 750,182
-------
Total Assets $3,119,596
==========
<PAGE>
THERMO-MIZER ENVIRONMENTAL CORP.
BALANCE SHEET
JUNE 30, 1997
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Note payable - bank $ 375,000
Accounts payable - trade 381,988
Billings in excess of costs 82,653
Accrued expenses and other 259,901
-------
Total Current Liabilities 1,099,542
---------
Commitments and Contingencies
Stockholders' Equity:
Common Stock, $.001 par value;
25,000,000 shares authorized; 2,717,500 shares issued 2,717
Additional paid-in capital 3,831,094
Retained earnings (deficit) (1,619,677)
----------
Total 2,214,134
Less - Note receivable (160,000)
Treasury stock-at cost (35,100 shares) (34,080)
-------
Stockholders' Equity-net 2,020,054
---------
Total Liabilities and Stockholders' Equity 3,119,596
=========
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