SEC FILE NUMBER: 000-49915
CUSIP NUMBER:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [_] Form 10-K and Form 10-KSB [_] Form 11-K [_] Form 20-F
[X] Form 10-Q and Form 10-QSB [_] Form N-SAR
For Period Ended: March 31, 2006
[_] 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.
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
Monarch Staffing, Inc.
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Full Name of Registrant
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Former Name if Applicable
18301 Von Karman Ave, Suite 250
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Address of Principal Executive Office (Street and Number)
Irvine, CA 92612
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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 box if appropriate)
[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-K, 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-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 the Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 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)
Monarch Staffing, Inc. ("the Company") is in the process of re-auditing its
financial statements for the year ended December 31, 2004 due to action taken
by the Public Company Accounting Oversight Board ("PCAOB") in the fourth
quarter of 2005 revoking the registration of the Company's prior independent
auditor, Clyde Bailey, P.C., due to violations of PCAOB rules and auditing
standards. The Company has engaged Chisholm, Bierwolf & Nilson, LLC to
re-audit its financial statements for the year ended December 31, 2004 as well
as to audit its financial statements for the year ended December 31, 2005.
The Company's management has been unable to timely compile the information
that is required to be disclosed in its Quarterly Report on Form 10-QSB
because management has been required to expend significant time to prepare for
both the re-audit of its 2004 financial statements and the audit of its 2005
financial statements. The Company believes that the delay in compiling the
information necessary to file on schedule could not have been eliminated
without unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David Walters (949) 260-0150
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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). [_] Yes [X] No
The Company has not filed its Annual Report on Form 10-KSB for the year
ended December 31, 2005.
(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? [_] Yes [X] 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.
Monarch Staffing, 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 15, 2006 By /s/ David Walters
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CEO
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).