MIRAGE HOLDINGS INC
NT 10-K, 1998-09-29
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
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                                                            --------------------
                                 UNITED STATES              |   OMB APPROVAL   |
                      SECURITIES AND EXCHANGE COMMISSION    --------------------
                            Washington, D.C. 20549          |   OMB Number:    |
                                                            |    3235-0058     |
                                  FORM 12b-25               | Expires:         |
                                                            |    May 31, 1997 |
                          NOTIFICATION OF LATE FILING       | Estimated        |
                                                            | average burden   |
                                                            | hours per        |
(Check One):  [X] Form 10-K  [_] Form 20-F  [_] Form 11-K   | response....2.50 |
                     [_] Form 10-Q  [_] Form N-SAR          --------------------
                                                            --------------------
     For Period Ended:     06/30/98                         | SEC FILE NUMBER  |
                      ------------------------------------  |    333-28861     |
     [X]  Transition Report on Form 10-K                    --------------------
     [_]  Transition Report on Form 20-F                    --------------------
     [_]  Transition Report on Form 11-K                    |   CUSIP NUMBER   |
     [_]  Transition Report on Form 10-Q                    |     604619106    |
     [_]  Transition Report on Form N-SAR                   --------------------
     For the Transition Period Ended:
                                     -------------------------------------------
================================================================================

[Read Instruction (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

MIRAGE HOLDINGS, INC.
- --------------------------------------------------------------------------------
Full Name of Registrant

- --------------------------------------------------------------------------------
Form Name if Applicable

3000 WEST OLYMPIC BOULEVARD, SUITE 2235
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

SANTA MONICA, CA 90404
- --------------------------------------------------------------------------------
City, State and Zip Code


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;
    |  (b)  The subject annual report, semi-annual report, transition report
    |       on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, 
[X] |       will be filed on or before the fifteenth calendar day following the 
    |       prescribed due date; or the subject quarterly report of transition
    |       report on Form 10-Q, 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

<PAGE>
 
            Rule 12b-25(c) has been attached if applicable.

PART III--NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 
N-SAR, or the transition report or portion thereof, could not be filed with
the prescribed time period.  

                                                 (ATTACH EXTRA SHEETS IF NEEDED)

                       PLEASE SEE ATTACHMENT "1" HERETO
<PAGE>
 
PART IV--OTHER INFORMATION

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

               MALEA FARSAI                    949              453-0300
     ------------------------------------  ----------- -------------------------
                  (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 changes 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.

- --------------------------------------------------------------------------------

                             MIRAGE HOLDINGS, INC.
          ----------------------------------------------------------
                 (Name of Registrant as Specified in Charter)

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


Date  SEPTEMBER 29, 1998               By  /s/ NAJEEB GHAURI
    ----------------------------------    --------------------------------------

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).          |
- --------------------------------------------------------------------------------

                             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 amended notification.

5.   Electronic Filers.  This form shall not be used by electronic filers unable
     to timely file a report solely due to electronic difficulties.  Filers
     unable to submit a report within the time period prescribed due to 
     difficulties in electronic filing should comply with either Rule 201 or
     Rule 202 of Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or 
     apply for an adjustment in filing date pursuant to Rule 13(b) of 
     Regulation S-T ((S)232.13(b) of this chapter).

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                                ATTACHMENT "1"
                                      TO
                      FORM 10-K FOR MIRAGE HOLDINGS, INC.
                      ----------------------------------- 


The Company just completed initial close of its Public Offering on September 16,
1998. Certain portions of those funds are to be used to pay consultants and
accountants in preparing audited financials as required by Form 10-K. The
audited financials are in the process of completion and shall be prepared in
time to file the 10-K within the granted extension period.


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