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UNITED STATES SEC File Number 0-31217
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Cusip Number - None Yet
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) X Form 10-KSB Form 20-F Form 11-K Form 10-Q Form N-SAR
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For Period Ended: February 28, 2001
[ ] 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:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the form shall be construed to imply that the
Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
E-Star Holdings, Inc.
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Full Name of Registrant
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Former Name if Applicable
165 EAB Plaza, West Tower, 6th Floor,
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Address of Principal Executive Office (STREET AND NUMBER)
Uniondale, NY 11566
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City, State and Zip Code
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 appropriate box)
X (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-KSB, 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-QSB, 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 the Form 10-K, 10-KSB, 11-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)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
JASON LEVINE (516) 484-5190
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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 reports been
filed? If 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.
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E-Star Holdings, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 30, 2001 By /s/ Jason Levine
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Jason Levine, Vice President
and 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 persons
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 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 (Section 232.201 or Section 232.202 of
this chapter) or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T (Section 232.12(b) of this chapter).
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Part III
In February 2001, one of the Company's executive officer's employment
with the Company was terminated and another left the Company's employ.
They have not yet been replaced although the Company has and is
interviewing persons to replace them. These two executive officers were
the ones the Company relied on to gather and analyze the information
required to be included in the Company's Form 10-KSB. The Company's two
remaining executive officers have devoted as much of their time as
possible to gathering and analyzing such information, and are presently
completing the supervision of that task. However, such two remaining
executive officers have had to devote almost all their time to
supervising and helping to operate the Company's car wash and gasoline
station facilities and to the construction and other work required to
complete and open some of those facilities in the past five months.
Part IV
The Company commenced activities on August 1, 1999 (Inception Date).
From its Inception Date to February 29, 2000 (the end of the Company's
first fiscal year), the Company had insignificant revenues ($41,087)
from one facility whose operations were discontinued and replaced by new
and renovated facilities at the same location. During its fiscal year
ended February 28, 2001, the Company had in operation during different
portions of that year four facilities with gross revenues of
approximately $7,500,000 and a net loss of approximately $2,500,000. The
Company anticipates that it will reach cash break even in June 2001 when
it will have six facilities operational as car washes, of which four
will also contain gas stations and one of those four will also have a
fast lube facility. In June 2001, the Company also expects to start
receiving revenue from the rental of its Port Jefferson facility to a
non affiliated third party.
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