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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 000-24119
(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 June 30, 2000
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/ / 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 10-QSB
/ / Transition Report on N-SAR
For the Transition Period Ended:
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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:
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PART I
REGISTRANT INFORMATION
Full name of registrant: THE PATHWAYS GROUP, INC.
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Former name if applicable:
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Address of principal executive office
(STREET AND NUMBER): 14201 N.E. 200th Street
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City, state and zip code: Woodinville, Washington 98072
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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)
/X/ (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, Form 20-F, 11-K or 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 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
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report
or portion thereof could not be filed within the prescribed period.
The Registrant is unable to file the subject report within the
prescribed time period because the Registrant is currently in the process of
negotiating amendments to certain transactions, which may be completed at or
just subsequent to the due date of the Registrant's Form 10-Q, which is due
August 14, 2000. If the Company is able to negotiate the amendment
successfully, the Company will need to revise certain disclosures throughout
its 10Q.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Carcy F. Daly, II (707) 546-3010
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(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
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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?
/X/ Yes / / 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.
The Company anticipates that total liabilities as of June 30, 2000 will
increase by approximately 283% compared to total liabilities as of December
31, 1999; the increase is due largely to the inccurrence of debt and the
exchange of the Company's Series A Preferred Stock for debt. In addition, the
Company anticipates that the net loss from operations for the three-month and
six-month period ended June 30, 2000 will increase by approximately 33% and
35%, respectively. The increase is due largely to an increase in selling,
general and administrative expenses.
The Pathways 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 hereunto duly authorized.
Dated: August 14, 2000 By /s/ CAREY F. DALY, II
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Carey F. Daly, II
President and Chief Executive Officer
