UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [X] Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1997
[ ] 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:
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.
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
Fields Aircraft Spares, Inc.
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Full Name of Registrant
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Former Name if Applicable
2251-A Ward Avenue
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Address of Principal Executive Office (Street and Number)
Simi Valley, California 93065
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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)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort
or expense;
[X] (b) The subject annual report, semi-annual report; transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or 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.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets If Needed)
The Registrant recently established an audit committee. In addition to
the subject Form 10-KSB, the Registrant is required to file a Form
8-K/A filing audited and pro-forma information regarding the Flightways
acquisition. Due to the additional time needed for the audit committee
to complete its organization, its review of the Form 10-KSB and
Flightways information, the Form 10-KSB could not be completed on time.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Richard T. Beard (801) 530-7410
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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 reports)
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 Registrant anticipates that sales for 1997 will be $12,101,000
compared to $5,734,000 in 1996. Income from operations for 1997 is
anticipated to be $1,538,000 compared to $151,000 in 1996. Net loss is
anticipated to have narrowed to ($147,000) or ($.06) per share [($.07)
fully diluted] compared to the net loss of $242,000 or ($.13) per share
for 1996. These amounts are subject to adjustment prior to release of
the final financial statements for the year.
Fields Aircraft Spares, 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
hereunto duly authorized.
Date: March 31, 1998 By:/s/ Alan M. Fields
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Alan M. Fields, 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
Intentional Misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
