UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ]
Form N-SAR
For the Period Ended: September 30, 1996
[ ] 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. Pleas 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
Full Name of Registrant
Former Name if Applicable
Physicians Laser Services, Inc. (f/k/a Ex-Cel Resources, Inc.)
Address of Principal Executive Office (Street and Number)
3200 N. Federal Highway, P.O. Box 907
City, State and Zip Code
Boca Raton, FL 33429-0907
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;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 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, 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 Registrant's Form 10-QSB could not be filed within
the prescribed time period due to the acquisition by the
Registrant of a subsidiary corporation during the period
to which the Form 10-QSB relates and the Registrant's
inability to complete the general ledger entries,
consolidation and reconciliation of the accounting
records of its new subsidiary, United Laser Systems, LLC,
in a manner consistent with the requirements of Rule 12B
of the Rules and Regulations under the Securities
Exchange Acto of 1934, as amended, by the prescribed date
for filing of its Form 10-QSB.
The Registrant hereby represents that the subject
quarterly report or transition report on Form 10-QSB, or
portion thereof will be filed on or before the fifth
calendar day following the prescribed due date.
Part IV-Other Information
(1) Name and telephone number of person to contact in regard
to this notification:
Frank R. Brady, Esq. (407) 338-9256
(name) (area code) (phone)
(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
reports(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.
IN WITNESS WHEREOF, pursuant to the requirements of the
Securities Act of 1934, the Registrant has duly caused this report
to be signed in the name and on behalf of the Registrant in the
City of Boca Raton, State of Florida by its undersigned president,
who has been thereunto duly authorized.
Date: November 14, 1996
Physicians Laser Services, Inc.
f/k/a Ex-Cel Resources, Inc.
By: /s/ Raymond F. Stack
president
INSTRUCTION: This 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).
Continuation sheet
Part IV-Other Information
Explanation of change in results of operations from the
corresponding period for the last fiscal year
Part IV (3): The Registrant anticipates significant change
in results of operations for the current reporting period from the
corresponding period for the last fiscal year. As disclosed in
Registrant's Form 8-K dated May 10, 1996 and other filings made
with the Securities Exchange Commission, the reason for the
significant change in the anticipated results of operations from
the corresponding period for the last fiscal year to be included in
the subject report or portion thereof is two fold: FIRST, a change
of control of the Registrant occurred on September 25, 1995 by the
transfer for value of 1,381,682 shares of the Registrant's common
stock from James B. Love to the registered owners of the common
stock of Physician's Laser Services, Inc., a closely held Florida
corporation having its principal address and registered office
located at P.O. Box 907, Boca Raton, FL 33429-0907 ("PLSF").
Thereafter, a plan of merger and share exchange between the
Registrant and PLSF took place in late November, 1995 and, pursuant
to such plan of merger and share exchange, the Registrant has
acquired all issued and outstanding shares of PLSF by issuing one
share of its common stock in exchange for each share of PLSF common
stock so acquired by the Registrant; and PLSF was absorbed by the
Registrant, and continues its existence as a wholly owned
subsidiary of the Registrant. The full text of the plan of merger
and share exchange was filed with the Commission as an attachment
to the Form 13D filed by the owners of PLSF in connection with the
change of control described above, and as an attachment to the Form
8-K filed by the Registrant on or about March 6, 1996.
SECONDLY, as disclosed in Registrant's Form 8-K dated May 14,
1996, the Registrant entered into a contract for the acquisition of
all outstanding shares of common stock ("Stock Purchase Agreement")
of a closely held Connecticut corporation known as United Laser
Systems, Inc. ("ULS"), which is the successor corporation to United
Laser Systems, LLC. The closing of Registrant's acquisition of
ULS's stock under the Stock Purchase Agreement took place on or
about May 31, 1996, and pursuant to the Stock Purchase Agreement,
ULS has become, and will continue its operations as, a wholly owned
subsidiary of the Registrant.
As shown in the Registrant's Form 10-K for the 1995 fiscal
year, the Registrant was dormant and engaged in no going concern
enterprise until the last quarter of 1995. By its acquisition of
PLSF and ULS, the Registrant is now engaged in the business of
providing daily rentals of mobile lasers to physicians' offices
(primarily dermatologists and plastic surgeons), hospitals and
medical clinics, which are used for the treatment of red lesions
(i.e., port wine stains, spider veins and hemangiomas), the
treatment of brown lesions (i.e., aging spots, freckles, cafe au
lait stains and warts) and tattoos, skin resurfacing (i.e., the
removal of wrinkles, acne scars and other facial blemishes) and for
hair transplants. This same unit also performs a number of
obstetrics and gynecology surgical procedures, as well as a
procedure to eliminate snoring known as the LAUP procedure.
A reasonable estimate of the quantitative results from the
Registrant's financial operations for the period ended September
30,1996 cannot be made due to the unavailability of the results from
financial operations of Registrant's ULS subsidiary.