ASD GROUP INC
NT 10-Q, 2000-05-09
ENGINEERING SERVICES
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                                  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:  March 24, 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:  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.

         The Company recently retained a new chief accounting officer. In
addition, the Company only recently completed the conversion of its financial
reporting systems.


                                     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 nine months
ended March 24, 2000 will be approximately $8,467,000 or an increase of
$1,742,671 as compared to net sales of $6,724,329 for the nine months ended
March 26, 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:  May 8, 2000                  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


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