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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) Form 10-KSB Form 20-F Form 11-K X Form 10-QSB
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Form N-SAR
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For Period Ended: November 30, 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-QSB, 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 January 14, 2002 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
The Company's two executive officers have devoted as much of their time
as possible to gathering and analyzing the information for the Form
10-QSB and are presently completing the supervision of that task. Such
two 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 were not able to secure such information for
timely filing of the Form 10-QSB.
Part IV
The Company's revenues increased from approximately $5.5 million in the
2000 quarter to approximately $6.5 million in the 2001 quarter. The
loss incurred in the 2000 quarter was approximately $1.9 million
compared to a loss of approximately $700,000 in the 2001 quarter. The
larger loss in the 2000 quarter was attributable to start up costs
incurred in the 2000 quarter.
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