<PAGE> 1
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER: 3235-0058
Washington, D.C. 20549 Expires: June 30, 1994
Estimated average burden
FORM 12b-25 hours per response....2.50
SEC File Number 333-53737
------------
CUSIP Number 58117F 10 4
------------
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1998
--------------------------------------------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the 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
McHenry Metals Golf Corp.
- ------------------------------------------------------------------------------
Full Name of Registrant
- ------------------------------------------------------------------------------
Former Name if Applicable
1945 Camino Vida Roble, Suite J
- ------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Carlsbad, California 92008
- ------------------------------------------------------------------------------
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)
[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, Form 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 Forms 10-K and Form 10-KSB,
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.
There are certain unresolved issues which effect the presentation of the
Company's financial statements, the description of the Company's business,
management's discussion and analysis of the performance of the business and the
risk factors attendant thereto. Such issues are still being resolved, making it
impossible for the Company to file this Annual Report on Form 10-KSB in a
timely manner without unreasonable time or expense. The Company has, however,
used its best efforts to file the Annual Report on Form 10-KSB in a timely
manner. The Company believes that these issues will be resolved within the
fifteen day extension period permitted by Rule 12b-25.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (11/91)
<PAGE> 2
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
<TABLE>
<S> <C> <C>
Douglas A. Willford (760) 929-0015
--------------------------------------- ----------- ------------------
(Name) (Area Code) (Telephone Number)
</TABLE>
(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 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
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.
During 1998, the Company began sales of its products to customers,
generating approximately $3 million in net revenues for the year ended
December 31, 1998. Due to a variety of factors, including this being the
Company's first year of sales and a general down-turn in the golf industry
which began in the second quarter of 1998 and continued throughout the
year and significant expenditures by the Company on selling and marketing
expenses in order to establish a market presence for its products, the net
loss for the year ended December 31, 1998 is expected to be approximately
$11.5 million as compared to $2.6 million for the period from inception
(January 13, 1997) through December 31, 1997.
McHenry Metals Golf Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 1, 1999 By /s/ Douglas A. Willford
--------------------------- ------------------------------------
Douglas A. Willford, CFO
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 or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T.