UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SEC FILE NUMBER
1-5654
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CUSIP NUMBER
269282109
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FORM 12b-25
NOTIFICATION OF LATE FILING
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2004
[ ] 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: ______________
Nothing in this 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: Not applicable
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PART I--REGISTRANT INFORMATION
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Full name of Registrant: EXX INC
Former Name if Applicable: SFM Corp.
1350 East Flamingo Road, Suite 689
Address of Principal Executive Office (Street and Number)
Las Vegas, Nevada 89119-5263
City, State and Zip Code
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PART II--RULES 12b-25(b) AND (c)
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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)
The registrant hereby represents that:
[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 on Form 10-K, or portion thereof will be
filed on or before the fifteenth 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.
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PART III--NARRATIVE
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State below in reasonable detail the reasons why the Form 10-K or portion
thereof could not be filed within the prescribed time period.
Despite the Registrant's diligent efforts, the Registrant has been
unable to complete its Annual Report on Form 10-K for the fiscal year ended
December 31, 2004 without unreasonable effort or expense due to
unanticipated delays in addressing certain issues which have come to the
attention of management, including the Registrant's allocation for financial
accounting purposes of the purchase price for the Registrant's January 2003
acquisition of Newcor, Inc. The Registrant expects to file its Form 10-K for
the year ended December 31, 2004 no later than the fifteenth calendar day
following the prescribed due date, as permitted by Rule 12b-25.
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to
this notification
David A. Segal (702) 598-3223
(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 Registrant anticipates that the consolidated statements of
operations included in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2004 will report income from continuing operations for
the fiscal year ended December 31, 2004 of approximately $1.5 million, as
compared to income from continuing operations of $5.6 million previously
reported for the fiscal year ended December 31, 2003. The decrease in income
from continuing operations in 2004 compared to 2003 was attributable
primarily to competitive pricing pressures and a charge to pre-tax earnings
of approximately $4.5 million related to the impairment of certain assets in
the Registrant's Mechanical Equipment business segment, offset by a pre-tax
gain of $2.5 million related to forgiveness of indebtedness.
In connection with the preparation of the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 2004, certain
issues have come to the attention of management, including the
Registrant's allocation for financial accounting purposes of the purchase
price for the Registrant's January 2003 acquisition of Newcor, Inc. The
Registrant anticipates that in connection with the resolution of such issues
the Registrant will report a reduction in the previously reported income
from continuing operations of the Registrant for the fiscal year ended
December 31, 2003 from $5.6 million to approximately $5.2 million.
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EXX INC
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 2005 By /s/ David A. Segal
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David A. Segal
Chief Executive Officer and
Chief Financial Officer
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