UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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| SEC File Number: |
| 1-14078 |
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| CUSIP Number: |
| 095480 10 9 |
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(Check One): [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K
[X]Form 10-QSB [ ]Form N-SAR
For Period Ended: September 30, 1998
[ ] 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:______________
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Read Instruction (on back page) 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.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: n/a
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant:
Blue Fish Clothing, Inc.
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Former Name if Applicable:
n/a
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Address of Principal Executive Office (Street and Number):
No. 3 Sixth Street
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City, State and Zip Code:
Frenchtown, New Jersey 08825
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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)
| (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 portion thereof,
[X] | 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, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant could not file its quarterly report on Form 10-QSB by the
deadline of November 16, 1998 because the Registrant has not yet been able
to fill the vacancy created by the resignation of the Registrant's Chief
Financial Officer in August 1998, resulting in a delay in the preparation
of its financial statements. The Registrant expects to complete the pre-
paration of the financial statements required to be filed as part of the
Form 10-QSB shortly and the Form 10-QSB will be filed no later than November
19, 1998 as required by Rule 12b-25.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Jeffrey L. Haims 908 996-3844 x 236
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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 reports.
/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
The Registrant expects to report a sales decline of approximately
12% for the quarter ended September 30, 1998 as compared to the
corresponding quarter in 1997, due to reduced wholesale sales, partially
offset by increases in retail sales and craft fair sales. Primarily as
a result of this sales decline and an approximate 6% increase in
operating expenses as compared to 1997, the Registrant expects to
report a net loss for the quarter ended September 30, 1998 of similar
magnitude to the loss reported for the quarter ended June 30, 1998, as
compared to net income of approximately $70,000 for the three months
ended September 30, 1997.
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BLUE FISH CLOTHING, INC. has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: November 17, 1998 By: /s/ Jeffrey L. Haims
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Jeffrey L. Haims, President and 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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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
not restate information that has been correctly furnished. The form
shall be clearly identified as 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 (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (Section 232.13(b) of this chapter.
