FIELDS AIRCRAFT SPARES INC
NT 10-Q, 1999-08-16
AIRCRAFT & PARTS
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                                                        SEC FILE NUMBER: 0-27100
                                                       CUSIP NUMBER: 316572 10 6



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One):  [ ] Form 10-KSB   [ ] Form 20-F   [ ] Form 11-K   [X] Form 10-QSB
              [ ] Form N-SAR

              For Period Ended:  July 2, 1999
              [ ] 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.
- --------------------------------------------------------------------------------
Full Name of Registrant


- --------------------------------------------------------------------------------
Former Name if Applicable

  4175 Guardian Street
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

  Simi Valley, California 93063
- --------------------------------------------------------------------------------
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,  Form N-SAR, or portion
 [X]             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)

         At the end of 1998, the Company's principal  accounting officer retired
         and the Company was unable to permanently replace him until this month.
         This has caused delays in the  preparation  of the second  quarter 1999
         financial statements.

PART IV - OTHER INFORMATION

(1)      Name and  telephone  number  of  person to contact  in regard  to  this
         notification

           Alan M. Fields                      (805)              583-0080
         ------------------------------      ---------       ------------------
                  (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 Company  anticipates that sales for the second quarter of
              1999 will be  approximately  $5.4  million  compared  to $5.8
              million in the second quarter of 1998.  Loss from  operations
              for the second quarter of 1999 is anticipated to be a loss of
              between   approximately   $0.35  million  and  $0.45  million
              compared to income of $0.6  million in the second  quarter of
              1998.  Net loss is  anticipated  to have increased to between
              approximately  $1.05 million and $1.15 million  compared to a
              net loss of $1.1  million  for the  second  quarter  of 1998.
              These amounts are subject to  adjustment  prior to release of
              the final  financial  statements  for the  second  quarter of
              1999.



                          Fields Aircraft Spares, 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 August 16, 1999                 By: /s/ Alan M. Fields
                                        ----------------------------------------
                                         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).


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