UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (CHECK ONE): | ý Form 10-KSB | o Form 20-F | o Form 11-K | o Form 10-QSB | o Form N-SAR | |||||
| For Period Ended: | December 31, 2001 | |||||||||
| o Transition Report on Form 10-K | ||||||||||
| o Transition Report on Form 20-F | ||||||||||
| o Transition Report on Form 11-K | ||||||||||
| o Transition Report on Form 10-QSB | ||||||||||
| o Transition Report on Form N-SAR | ||||||||||
| For the Transition Period Ended: | N/A | |||||||||
| 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: | ||||||||||
N/A | ||||||||||
PART I — REGISTRANT INFORMATION | ||||||||||
Qualton Inc. Full Name of Registrant | ||||||||||
International Realty Group, Inc. Former Name if Applicable | ||||||||||
Av. Constituyentes 647 Address of Principal Executive Office (Street and Number) | ||||||||||
Mexico, D.F. 11810 City, State and Zip Code | ||||||||||
011-52-55-50-93-19-00 Telephone Number: | ||||||||||
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)
| ý (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| ý (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 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 | ||
| ý (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, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The filing of the subject Form 10-KSB could not be accomplished by the filing date without unreasonable effort or expense because of delays in the (i) completion of the Company's audit for the fiscal year ended December 31, 2001 and (ii) preparation of consolidated financial statements and the revision of the subject Form 10-KSB.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification | |||||
| Pablo Macedo (Name) | (011) (Area Code) | 52-55-50-93-19-01 (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 answer is no, identify report(s). | |||||
| ý Yes o 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? | |||||
| o Yes ý 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. | ||||||
| Qualton 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 | April 1, 2002 | By | /s/ Pablo Macedo |
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
United States Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We were retained by Qualton, Inc. and Subsidiaries as the independent auditor to report on the consolidated financial statements at December 31, 2001 and for the fiscal year then ended. We have endeavored, with the cooperation of the Company, to obtain the necessary information to meet the filing requirements for Form 10-KSB, both as to form and timeliness.
Due to the amount of time necessary to plan and perform our auditing procedures and the extensive amount of information requested by us from the Company and third parties, we do not have all of the necessary information to complete the audit and, as such, we will be unable to complete our audit by April 1, 2002 which is the required filing date for the Company's annual report.
Stark Winter Schenkein & Co. LLP
