CARIBBEAN CIGAR CO
NT 10-K/A, 1998-07-14
CIGARETTES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 1
                                       TO
                                   FORM 12B-25

                                                         Commission File Number:
                                                                         0-21081
                           NOTIFICATION OF LATE FILING

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

For Period Ending:         March 31, 1998

[ ] Transition Report on Form 10-K          [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 11-F          [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 20-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

Full name of registrant:   CARIBBEAN CIGAR COMPANY

Former name if applicable: N/A

Address of principal executive office (Street and Number): Suite 111
                                                           8305 N.W. 27th Street
                                                           Miami, Florida  33122

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                         PART II. Rule 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 appropriate box)

[X]  (a)   The reasons described in reasonable detail in PART III of this form
           could not be eliminated without unreasonable effort or expenses;

[X]  (b)   The subject annual report, semi-annual report, transition report on
           Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
           be filed on or before the 15th calendar day following the prescribed
           due date; or the subject quarterly report or transition report on
           Form 10-Q or 10-QSB, or portion thereof will be filed on or before
           the fifth calendar day following the prescribed due date; and

[X]  (c)   The accountant's statement or other exhibit required by Rule 
           12b-25(c) has been attached if applicable.


                               PART III. Narrative

           The Company is amending its filing to replace the previous
description in Part III as follows:

           The Company needs additional time to accurately prepare its
financial statements due to the proposed sale of its retail division. The
Company's financial statements must be restated due to the Company's retail
division being treated as discontinued operations.

                           PART IV. Other Information

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

       Edward C. Williams                             (305)           267-3911
       ------------------------------------------------------------------------
       (Name)                                     (Area Code) (Telephone Number)

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(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 other 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 Company expects its results of operations for the 1997 fiscal year to
       be less profitable than the 1996 fiscal year. Sales are significantly
       less, which will result in lower gross margins and lower earnings. The
       earnings statements for the 1996 fiscal year reflected a loss of $0.03
       per share. The earnings statements for the 1997 fiscal year is expected
       to reflect a loss of approximately $1.46 per share.

                             CARIBBEAN CIGAR COMPANY
                  (Name of registrant as specified in charter)

Has caused this notification to be signed in its behalf by the undersigned
thereunto duly authorized.

Date:  July 14, 1998            By: /s/ Edward C. Williams
                                    ----------------------
                                          Edward C. Williams,
                                          President and Chief Financial Officer



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