ASD GROUP INC
NT 10-K, 1997-09-25
ENGINEERING SERVICES
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                                                            OMB APPROVAL
                                                              1-12873

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

                                   FORM 12B-25
                                                            CUSIP NUMBER
                                                             001988 10 4




                           NOTIFICATION OF LATE FILING
(CHECK ONE):
[X] Form 10-K and Form 10-KSB     [ ] Form 20-F    [ ] Form 11-K    
[ ] Form 10-Q and Form 10-QSB     [ ] Form N-SAR

                  For Period Ended: June 27, 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 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

ASD GROUP, INC.
Full Name of Registrant


Former Name if Applicable

1 INDUSTRY STREET
Address of Principal Executive Office (STREET AND NUMBER)

POUGHKEEPSIE, NEW YORK 12603
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-L or 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 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.

    (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 and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.

       Registrant is currently in the process of amending the terms of or
       replacing Registrant's revolving credit facility, equipment line and
       mortgages. Registrant is unable to finalize its financial statements
       until this matter has been resolved.


<PAGE>



PART IV -- OTHER INFORMATION

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

        ROBERT LETTIERI          (914)                      452-3000
            (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:
                                                               [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. Registrant will record
       a net loss of $776,897 on net sales of $15,870.988 for the year ended
       June 27, 1997 as compared to net income of $407,400 on sales of
       $26,111,896 for the year ended June 30, 1996.

                                 ASD GROUP, INC.
                  (Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned 
thereunto duly authorized.

Date   SEPTEMBER 25, 1997       By  /S/ ROBERT LETTIERI
                                    ------------------------------------------
                                      Robert Lettieri, Chief Financial 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).


                              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 the 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).

                                       -2-


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