UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
000-16686
CUSIP NUMBER
86880Q 10 6
(Check One):
[ ]Form 10-K and Form 10-KSB [ ]Form 20-F [ ]Form 11-K
[X]Form 10-Q and Form 10-QSB [ ]Form N-SAR
For Period Ended: March 31, 2002
[ ]Transition Report on Form 10-K [ ]Transition Report on Form 10-Q
[ ]Transition Report on Form 20-F [ ]Transition Report on Form N-SAR
[ ]Transition Report on Form 11-K
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:
___________________________________________________________________________
PART I - Registrant Information
Surg II, Inc.
___________________________________________________________________________
Full Name of Registrant
Surg II, Inc.
___________________________________________________________________________
Former Name if Applicable
825 Southgate Office Plaza, 5001 W 80th Street
___________________________________________________________________________
Address of Principal Executive Office (Street and Number)
Bloomington, Minnesota 55437
___________________________________________________________________________
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)
(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, 11-K or Form N-SAR, or
[X] portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report of 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 and Form
10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report
or portion thereof, could not be filed within the prescribed time period.
On January 22, 2002, the Registrant closed on the sale of all of its assets
(except for cash and corporate records) to Sterion Incorporated (f/k/a
Oxboro Medical, Inc.), a Minnesota corporation, as disclosed in the Form 8-K
with a date of report of January 22, 2002. Subsequent to the sale, the
Registrant has been evaluating the effects of this sale and its effect on
the March 31, 2002 financials. Moreover, the Registrant signed a nonbinding
letter of intent with Metalclad, Inc. on March 21, 2002 in which the Company
has agreed to sell such number of shares of its authorized but unissued
common stock as will insure Metalclad an ownership percentage of at least
90% of the shares of common stock outstanding (including the conversion of
all preferred shares and warrants). The Company's limited staff has spent
a large amount of their time attempting to finalize the Metalclad
transaction and did not have adequate staffing to prepare the Form 10-QSB
for three month period ended March 31, 2002 (the "Form 10-QSB") in a timely
manner. For these reasons, the Registrant was unable to complete the Form
10-QSB prior to May 15, 2002 without unreasonable effort or expense.
(Attach Extra Sheets if Needed)
PART IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Theodore Johnson (952) 830-1230
______________________ _________ ______________
(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
(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 Company is still in the process of finalizing its financial
statements for the year ended March 31, 2002, and for these reasons
can not make a reasonable estimate of changes in results of
operations at this time. In addition, because of the net asset
sale to Sterion on January 22, 2002, the Company has had no sales
activity since that sale. Therefore, our sales for the quarter
ended March 31, 2002 will be significantly less than in the same
quarter in fiscal 2001.
____________________________________________________________________________
Surg II, Inc.
______________________________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 15, 2002 By /s/ Theodore Johnson
Theodore Johnson, Chief Executive Officer,
Chairman of the Board and
Principal Accounting 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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities
and Exchange Commission, Washington, D.C. 20549, in accordance with
Rule 0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25
but need to restate information that has been correctly furnished.
The form shall be clearly identified an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed
due to difficulties in electronic filing should comply with either
Rule 201 or Rule 202 of Regulation S-T (232.201 or 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T (232.13(b) of this chapter).