USA BRIDGE CONSTRUCTION OF NY INC
NT 10-K, 1998-09-29
CONSTRUCTION - SPECIAL TRADE CONTRACTORS
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10-3-94                  General Reporting Rules                      2018-E
  UNITED STATES                                                OMB APPROVAL
  SECURITIES AND EXCHANGE COMMISSION                           OMB Number:
  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: [ X] 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: June
30, 1998 ------------------------------

  Read Instruction (on back page) Before Preparing Form.  Please Print or Type.

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

U.S. Bridge Construction of N.Y., Inc.
Full Name of Registrant

 U.S. Bridge of N.Y., Inc.
Former Name if Applicable

53-09 97th Place
Address of Principal Executive Office (Street and Number)

Corona, New York 11368
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)

     [ X ] (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)


<PAGE>



         The  Registrant's  From 10-KSB could not be filed within the prescribed
time period due to the fact that significant  managment time has been spent on a
recent  filing of a  registration  statement  which has delayed work on the Form
10-KSB.

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 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.

                                                   See Exhibit A

                                      U.S. Bridge Construction of N.Y., 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   September 28, 1998                      By         /s/ Joseph Polito
    ------------------------------------           ------------------------

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

The Company's revenue decreased from $15,455,699 to $14,696,585.  The gross
profit percentage  decreased from 28% to 13%.  Operating expenses decreased from
$3,618,308 to $2,492,524.  Operating profit decreased from $659,262 to a loss of
$522,736. Net income decreased from $358,717 to a net loss of $944,826.

     The Company's  revenue  decreased as a result of working on fewer jobs. The
gross profit decreased as a result of not recognizing revenue from change orders
which are  currently  in  dispute,  although  the costs  which may relate to the
change order are recognized. The Company has not yet made a determination of any
change in the  allowance  for  doubtful  accounts,  therefore  the  decrease in
operating  expenses  resulting  primarily from the prior year's bad debt expense
may change significantly.  In addition to the preceding reasons, the decrease in
net income is due to increased interest expense and stock issued for services.




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