UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
1-12873
CUSIP NUMBER
001988 10 4
(Check one)
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
For Period Ended: September 24, 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
City, State and Zip Code: Poughkeepsie, 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-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, 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.
Last year, the Company underwent a financial restructuring involving
the elimination of certain debt and the conversion of certain debt to equity
(all as previously disclosed in the Company's public filings). This resulted in
significant changes to the Company's Annual Report which required additional
time by management. As a result, the audit of the Company's financial statements
took significantly longer and was completed later in the year which resulted in
management being late in completing its numbers for the first quarter of Fiscal
2000.
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).
[ ] Yes [X] No - Form 10-KSB for the year ended June 25, 1999.
(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
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<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 quarter ended
September 24, 1999, will be approximately $2.9 million or an increase of
$900,000 as compared to net sales of $2.0 million for the quarter ended
September 25, 1998. In addition, management estimates that the Company's net
loss for the quarter ended September 24, 1999 will be approximately $250,000 or
$550,000 less than the Company's net loss of $800,000 for the quarter ended
September 25, 1998.
ASD Group, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 8, 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).
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