MCHENRY METALS GOLF CORP /CA
NT 10-Q, 2000-08-10
SPORTING & ATHLETIC GOODS, NEC
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                               SEC FILE NUMBER:     333-53737
                                                                ----------------
                                                  CUSIP NUMBER:   58117F  10  4
                                                                ----------------

(CHECK ONE):

|_|  Form 10-K and Form 10-KSB   |_|   Form 20-F   |_| Form 11-K

|X|  Form 10-Q and Form 10-QSB   |_|   Form N-SAR

         For Period Ended:                June 30, 2000
                                 --------------------------------

         [ ] 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: ______________________________________

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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.
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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

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<TABLE>
<S>                                                             <C>
Full Name of Registrant                                         MCHENRY METALS GOLF CORP.
                                                                -------------------------
Former Name if Applicable

Address of Principal Executive Office (Street and Number)       1945 CAMINO VIDA ROBLE, SUITE J
                                                                -------------------------------
City, State and Zip Code                                        CARLSBAD, CALIFORNIA  92008
                                                                ---------------------------
</TABLE>

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PART II - RULES 12b-25 (b) AND (c)

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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rules 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
Rule12b-25(c) has been attached if applicable.
<PAGE>

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PART III - NARRATIVE

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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.

There are several uncertainties which currently exist that preclude the Company
from filing its Quarterly Report on Form 10-QSB in a timely manner without
unreasonable time or expense. Several of these uncertainties are expected to be
resolved shortly. The Company has, however, used its best efforts to file the
Quarterly Report on Form 10-QSB in a timely manner. The Company believes that it
will be able to file this Quarterly Report within the five day extension period
permitted by Rule 12b-25.

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PART IV - OTHER INFORMATION

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

         Bradley J. Wilhite                  (760)              929-0015 X 105
         -----------------------------------------------------------------------
                 (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 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 of 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.

IN 1999, THE COMPANY, GENERATED NET REVENUES OF $3.6 MILLION AND A NET LOSS OF
$4.9 MILLION. FOR THE SIX MONTHS ENDED JUNE 30, 2000, NET SALES WERE
APPROXIMATELY $1.1 MILLION AND THE NET LOSS TO BE REPORTED WILL BE APPROXIMATELY
$ 238.0 THOUSAND. THE DECREASE IN THE LOSS IS GENERALLY DUE TO A STRATEGIC
CHANGE IN SALES AND DISTRIBUTION TO REFLECT MORE OF A DIRECT SELLING CAMPAIGN TO
THE CONSUMER.

                            McHenry Metals Golf Corp.
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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.

Date: August 7, 2000                  By:  /s/ Bradley J. Wilhite
      ----------------                   -------------------------------------
                                         Bradley J. Wilhite, President and CEO

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 filled with the form.

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                                    ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).

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