UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number:
000-31148
CUSIP Number:
7081225 109
(Check one:) [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 2002
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[ ] 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: Not applicable
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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: Not applicable
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PART I - REGISTRANT INFORMATION
Pennexx Foods, Inc.
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Full Name of Registrant
Not applicable
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Former Name if Applicable
5501 Tabor Avenue
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Address of Principal Executive Office (Street and Number)
Philadelphia, PA 19120
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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;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 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 Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, N-CSR, or the transition report, or portion thereof, could
not be filed within the prescribed time period.
The Registrant is unable to file its Annual Report on Form 10-KSB for
the year ended December 31, 2002 (the "10-KSB") within the prescribed time
period without unreasonable effort or expense. The reasons causing the
Registrant's inability to file timely are beyond its control and could not be
eliminated by the Registrant without unreasonable effort or expense.
During the final stages of the preparation of the 10-KSB, a potential
differing interpretation between the Registrant and its principal shareholder
came to light regarding the fee payable by the Registrant to the shareholder for
a guarantee which the shareholder provided on behalf of the Registrant. Despite
a letter agreement which states that the Registrant owes the shareholder a
guaranty fee equal to 2% of the aggregate amount to be guaranteed, the
shareholder believes the amount payable may be as much as 2% per year of the
declining balance of the amount guaranteed. In an effort to avoid significant
additional clarifying disclosure about this matter, the Registrant and the
shareholder have been attempting to resolve this potential differing
interpretation but have been unable to do so by the date hereof.
The Registrant will file the 10-KSB on or before the fifteenth calendar
day following the prescribed due date.
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PART IV - OTHER INFORMATION
(l) Name and telephone number of person to contact in regard to this
notification
Steven B. King 215-864-8604
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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 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's condensed results of operations for each of the years
ended December 31, 2002 and 2001 are as follows:
2002 2001
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Sales, net $48,689,915 $42,331,808
Cost of sales 47,038,152 41,116,562
Gross Profit 1,651,763 1,215,246
Total Operating Expenses 10,082,275 3,719,711
Loss from Operations (8,430,512) (2,504,465)
Interest Expenses net of interest income 360,727 181,659
Net loss $(8,791,239) $( 2,686,124)
The Registrant's larger losses in 2002 resulted primarily from its move
from Pottstown to Philadelphia. Although the Registrant remained operational
throughout its move, the strain of the transition adversely affected sales and
margins. Morever, the following portions of Operating Expenses increased
significantly in 2002: salaries, wages and related expenses; shipping and
handling; consulting fees; provision for doubtful accounts; insurance; and
depreciation and amortization.
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Pennexx Foods, 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
thereunto duly authorized.
Date: March 31, 2003 By: /s/ Joseph Beltrami
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Joseph Beltrami,
Chief Financial 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
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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