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COMMISSION FILE NUMBER
000-18108
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CUSIP NUMBER
12526J108
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [_] Form 10-K [_] Form 11-K [_] Form 20-F [X] Form 10-Q
[_] Form N-SAR
For Period Ended: September 30, 1998
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[X] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:
Read attached instruction sheet 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
CFI Mortgage Inc.
________________________________________________________________________________
Full Name of Registrant
________________________________________________________________________________
Former Name if Applicable
2200 Florida Mango Road, Suite 201
________________________________________________________________________________
Address of Principal Executive Office (Street and Number)
West Palm Beach, FL 33409
________________________________________________________________________________
City, State and Zip Code
PART II
RULE 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 appropriate box.)
[_] | (a) The reasons described in reasonable detail in 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, Form 11-K or Form N-SAR, or portion
| thereof will be filed on or before the 15th 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 why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or
the transition report portion thereof, could not be filed within the prescribed
time period. (Attach extra sheets if needed.)
CFI Mortgage completed the sale of its subsidiary Bankers Direct Mortgage
Corporation "BDMC" on August 31, 1998. We are in the process of separating the
Books and records of the companies in order to complete the appropriate pro
forma financial information. The amount of work involved in this process could
not be completed by the due date without unreasonable effort or expense.
In addition, the company anticipates closing a significant capital transaction
by the end of this week that will have a material effect on the company's
financial condition. Due to these facts management felt it was appropriate to
delay filing of this form 10-QSB in order to include the appropriate pro forma
financial and capital transaction information. However, there can be no
assurance that this capital transaction will close prior to the extended filing
deadline of the 10-QSB.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Christopher C. Castoro 561 687-1595
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(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.
The Form 10-QSB for the Company is expected to show a pre-tax loss on operations
of approximately $3,664,071 or $1.54 per share for the three months ended
September 30, 1998. This compares with a loss of $684,177 or $0.31 per share for
the three months ended September 30, 1997. The major factors influencing the
increased loss over last year comparable period were as follows:
An increase in the third quarter of 1998 over 1997 in General and Administrative
expenses of $1.5 million consisting of Salary increases attributable to newly
opened Direct Mortgage Partner branch offices, increased Loan loss provisions
and legal and professional fees associated with capital raising efforts. In
additional Commission and Fees income in the third quarter 1998 decreased by
$842,440 as compared to the comparable period in 1997.
Comparative numbers may be misleading due to the following: Third quarter
information for September 30, 1997 includes three full months of operations of
BDMC and one full month for Direct Mortgage Partners, Inc. "DMP". Third quarter
information for September 30, 1998 includes two full months of operations of
BDMC and three full months for DMP.
The operating loss in the current quarter was influenced by a number of factors.
Total Revenue, Commission & Fees, were lower in the Third quarter due to the
Sale of Bankers Direct Mortgage Corporation at August 31, 1998, one of CFI
Mortgage Inc. subsidiaries. In addition, the closing of a few unprofitable
Branch operations and management review of operations and production to
determine the most profitable product types were contributing factors to the
reduced revenue.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date By /s/ CHRISTOPHER C. CASTRO
------------------- ---------------------------------------------
Chief Executive Officer
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
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 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 exchange 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.
(Form 12b-25-07/98)