SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 12b-25
Commission File Number 0-21079
NOTIFICATION OF LATE FILING
(Check one): |X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q
|_| Form N-SAR
For Period Ended: March 31, 2000
|_| 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:
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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:
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PART I
REGISTRANT INFORMATION
Full name of registrant PHLO CORPORATION
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Former name if applicable
Perry's Majestic Beer, Inc.
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Address of principal executive office (Street and number)
475 Park Avenue South, 7th Floor
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City, state and zip code New York, NY 10016
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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 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, 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
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 Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Registrant is a small company, with less than 10 employees. The
Registrant's current Chief Financial Officer joined the Registrant full time in
May 2000, has relocated the accounting functions of the Registrant within the
last few weeks and is in the process of recruiting an appropriate staff. In
addition, there are significant accounting treatment issues regarding a
consolidated subsidiary of the Registrant which have not yet been resolved. The
Registrant expects to resolve these issues in sufficient time to allow the
appropriate treatment to be reflected in the audited consolidated financial
statements to be filed with the subject Annual Report on Form 10-K (the "Form
10-K") within 15 calendar dates following its prescribed due date. Finally,
during the last quarter of the Registrant's fiscal year ended March 31, 2000,
the time, attention and efforts of the Registrant's employees who are
responsible for the preparation of the Registrant's periodic reports, including
its Chief Financial Officer, Chief Executive Officer and General Counsel, were,
and continue to be, diverted to urgent business matters that are critical to the
Registrant, primarily concerning certain potential financings and the potential
impact thereof on the Registrant's business operations and its consolidated
financial statements for the subject reporting period. The combination of the
factors described above has resulted in the Registrant's inability to prepare
and file the Form 10-K by its prescribed due date without unreasonable effort or
expense.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Pamela A. Morone, Esquire 215-977-2000
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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 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?
|_| Yes |X| 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.
Phlo Corporation
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(Name of Registrant as Specified in Charter)
Has cause this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date June 30, 2000 By /s/ James B. Hovis
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James B. Hovis
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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
