ASD GROUP INC
NT 10-Q, 2000-11-14
ENGINEERING SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

(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 29, 2000

         [ ]     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:

         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.

         The Company implemented a new accounting software package in the second
quarter of Fiscal 2000 as well as hired a new Chief Financial Officer during the
third quarter of Fiscal 2000. As a result of these changes, the Company needs
additional time to prepare a complete and accurate Form 10-KSB.

                                     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 three months
ended September 29, 2000 will be approximately $3,300,000 or an increase of
$387,000 as compared to net sales of $2,913,000 for the three months ended
September 24, 1999. In addition, management estimates that the Company's net
loss for the three months ended September 29, 2000 will be approximately
$253,000 or $20,000 less than the Company's net loss of $273,000 for the three
months ended September 24, 1999.

                                                   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: November 13, 2000              By: /s/ Peter C. Zachariou
                                                 -------------------------------
                                                 Name: Peter C. Zachariou
                                                 Title: President

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


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