UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one)
[X] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
For Period Ended: June 25, 1999
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] 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
Full Name of Registrant: ASD Group, Inc.
Former Name if Applicable: Not Applicable
Address of Principal Executive Office (STREET AND NUMBER): 1 Industry
Street, Poughkeepsie
City, State and Zip Code: New York, New York 12603
<PAGE>
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, 10-KSB, 20-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, 10-QSB, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
[ ] (c) The accountants 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 10-KSB,
20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
During the past year, the Company has undergone a financial restructuring
involving the elimination of certain and the conversion of certain debt to
equity (all as previously disclosed in the Company's public filings).
Management needs additional time to account for these changes.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Peter C. Zachariou (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
2
<PAGE>
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.
Management estimates that the Company's net sales for the fiscal year ended
June 25, 1999 will be approximately $9.6 million or a decrease of $4.7 million
as compared to net sales of $14.3 million for the fiscal year ended June 26,
1998. In addition, management estimates that losses before income taxes and
extraordinary gains for the fiscal year ended June 25, 1999 will be
approximately $5.1 million or a decrease of $500,000 as compared to losses
before income taxes and extraordinary gains of approximately $5.6 million for
the fiscal year ended June 26, 1998. Finally, management estimates that the
Company's net loss for the fiscal year ended June 25, 1999 will be approximately
$2.3 million or $4.4 million less than the Company's net loss of $6.7 million
for the fiscal year ended June 26, 1998.
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 23, 1999 By: /s/ Peter C. Zachariou
----------------------------------
Peter C. Zachariou
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).
3
