Pennexx Foods Inc – ‘NT 10-K’ for 12/31/02

On:  Monday, 3/31/03, at 3:24pm ET   ·   Effective:  3/31/03   ·   For:  12/31/02   ·   Accession #:  950159-3-286   ·   File #:  0-31148

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Notice of a Late Filing of a Form 10-K   —   Form 12b-25
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NT 10-K     12B 25                                                 4     15K 

NT 10-K
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 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                           
-----------------         

[ ] 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             
                      --------------

         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          
                                              --------------

PART I - REGISTRANT INFORMATION                                                 

 Pennexx Foods, Inc.
  ----------------------
 Full Name of Registrant

Not applicable
 -------------------------
 Former Name if Applicable

 5501 Tabor Avenue
 ---------------------------------------------------------
 Address of Principal Executive Office (Street and Number)

Philadelphia, PA 19120
------------------------
City, State and Zip Code

NT 10-K
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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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NT 10-K
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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              
----------------                       -------------              
    (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
                                                ----              ----

   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.
------------------------------------------
(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        
 --------------                              -------------------
                                          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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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘NT 10-K’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		3/31/03		4					10-Q,  NT 10-Q
For Period End:		12/31/02		1		3			10KSB
		12/31/01		3					10KSB40
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