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PART II - RULE 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)

 

o	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-KSB, 20-F, 11-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-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 Form 10-K, 11-K, 20-F, 10-Q, N-SAR or N-CSR, or the transition report portion thereof could not be filed within the prescribed time period.  (Attach extra sheets if needed.)

 

In April of 2006, the Company engaged a new auditor and principal accountant, Sherb & Co., as detailed in our Form 8-K filed April 3, 2006. Because of the delay experienced as a result of our change of auditors and principal accountants, the Company is still in the process of completing its year end audit and has not yet filed its Form 10-K for the year ended December 31, 2005. Our preparation of the Form 10-Q for the three months ended March 31, 2006 has been delayed as the Company’s efforts have been directed towards the completion and filing of the Form 10-K. The company does not expect to be able to meet the May 22, 2006 deadline for filing the Form 10-Q,

PART IV - OTHER INFORMATION

 

 

            (1)            Name and telephone number of person to contact in regard to this notification:

 

Nicholas Sinigaglia	(919)	765-5000
(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).

 

 

¨  Yes  x No

 The Form 10-K for the year ended December 31, 2005 has not been filed as of the date of this 12b-25 filing.

 

            (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.