CAPITAL BEVERAGE CORP
NT 10-K, 1998-03-31
BEER, WINE & DISTILLED ALCOHOLIC BEVERAGES
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                                  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 20-F ___ FORM 11-K ___ FORM 10-Q AND
      FORM 10-QSB ___ FORM N-SAR

              FOR PERIOD ENDED DECEMBER 31, 1997

              __ 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 THE TRANSITION PERIOD ENDED:_____________

             READ INSTRUCTIONS (ON BACK PAGE) 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: CAPITAL BEVERAGE CORPORATION

Address of Principal Executive Office (Street and Number):

1111 EAST TREMONT AVENUE, BRONX, NEW YORK 10460

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-25b, the following should
be completed.
(Check box if appropriate):            /X/
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[ ]   (a)  The reasons described in reasonable detail in Part III of this form 
           could not be eliminated without unreasonable effort or expenses;

[ ]   (b)  The subject annual report, semi-annual report, transition report on 
           Forms 10- K, 10-KSB, Form 20-F, 11-K, 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 Forms 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 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 the Forms 10-K, 10-KSB, 20-F,
11-K, 10- Q,10-QSB, N-SAR, or the transition report or portion thereof, could
not be filed within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)

      The Company has not been able to compile the requisite financial data
necessary to enable it to have sufficient time to complete the Company's
financial statements by March 31, 1998, which is the required filing date for
the Company's annual report on Form 10-KSB, without unreasonable effort and
expense.

PART IV--OTHER INFORMATION

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

CARMINE STELLA                     718                     409-2337
   (NAME)                      (AREA CODE)              (TELEPHONE NO.)

(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 reports) been filed? If
      answer is no, identify report(s). [X] Yes [ ] No


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(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?
                                                          [ ]  Yes  [X]  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.


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<PAGE>   4
                          CAPITAL BEVERAGE CORPORATION
                  (Name of Registrant as Specified In Charter)

has caused this notification to be signed on its behalf by the undersigned
hereto duly authorized

Dated: March 30, 1998                    Capital Beverage Corporation


                                  By:    /s/ Carmine Stella
                                         ------------------

                                         Carmine Stella,  President and
                                         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
      INTENTION 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 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 amendment notification.


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