UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-QSB
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2004
[ ] Transition Report on Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-QSB
[ ] 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:
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PART I
REGISTRANT INFORMATION
BPK Resources, Inc.
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Full Name of Registrant
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Former Name if Applicable
264 Union Boulevard, First Floor
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Address of Principal Executive Office (Street and Number)
Totowa, NJ 07512
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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, Form11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report
or 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 Forms 10-KSB, 20-F, 11-K,
10-QSB, N-SAR or N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
(Attach extra Sheets if Needed)
As previously reported in the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission (the "Commission") on March 7, 2005, the
Company dismissed its independent accountant, LJ Soldinger Associates, LLC
("Soldinger"), on March 4, 2005, and, on March 4, 2005, engaged Malone & Bailey,
PC ("M&B") as its new independent accountant.
The transition from Soldinger to M&B has delayed the completion of the Company's
financial statements for the fiscal year ended December 31, 2004. This has
resulted in a delay in the preparation of the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2004 (the "Annual Report"). The
Company believes that the Annual Report will be completed within the fifteen-day
extension period provided under Rule 12b-25 of the Securities Exchange Act of
1934, as amended.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Christopher H. Giordano (973) 956-8400
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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 answer
is no, identify report(s). [X] Yes [ ] No
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(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.
Management expects that the Company's revenue, operating costs and other
expenses for the fiscal year ended December 31, 2004 will each be significantly
lower that the amounts reported for the fiscal year ended December 31, 2003. The
decreases are due to certain restructuring transactions completed during 2004,
including the sale of a number of the Company's interests in oil and gas
projects. A reasonable estimate of the actual results cannot be made at this
time because the presentation and analysis of the Company's financial statements
has not yet been completed..
BPK Resources, 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: April 1, 2005 By: /s/ Christopher H. Giordano
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Christopher H. Giordano
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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