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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-23705
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(Check One)
[X] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended December 31, 1999
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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 Form 10Q-SB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended
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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: N/A
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PART I
REGISTRANT INFORMATION
Full name of registrant AUTOMOTIVE PERFORMANCE GROUP, INC.
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Former name if applicable N/A
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Address of principal executive office (Street and number) 7341 Anaconda
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Avenue
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City, state and zip code Garden Grove, California 92841
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PART II
RULE 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 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;
[ ] (b) The subject annual report, semi-annual report, transition report on Form
10-K, 10-KSB, 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, 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 Form 10-K, 10-KSB, 11-K,
20F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
During 1999 the Company implemented a major restructuring of its business.
A number of significant events were completed during the year, including the
sale or winding down of its operating units that existed at the beginning of the
year. In the third quarter of 1999, the Company completed the acquisition of a
22% interest in PBT Brands, Inc., a company that has revenues significantly
greater than the Company experienced in the previous year. The essence of these
events has been discussed in the Form 10-QSB for the quarter ended September 30,
1999. The number, complexity and materiality of the transactions involved in the
restructuring requires a significant investment of time and resources to
complete the legal, accounting, and audit tasks necessary before a Form 10-KSB
can be filed. Currently, the Company believes it will be able to file the Form
10-KSB for 1999 by May 31, 2000.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Carl Walker (714)-373-2837
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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 answer is no,
identify report(s).
[ ] Yes [X] No
On August 16, 1999, the Company filed a Current Report on Form 8-K. This
report disclosed the purchase of a 22% ownership position in PBT Brands, Inc.
("PBT") on August 4, 1999. This acquisition included the purchase of $110,000 in
common stock of PBT plus $3.25 million in Class B junior redeemable preferred
stock of PBT plus $990,000 in Class D junior redeemable preferred stock of PBT
and the right to invest up to 22% of the equity in any subsequent acquisitions
of PBT. That Form 8-K indicated that the financial statements
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and pro forma financial information required to be filed as part of that Form
8-K were not available by August 16 and that those documents would be filed by
an amendment to that Form 8-K. While the Company has not received all of the
required documents to date, it is now anticipated that these documents will be
completed during the second quarter of 2000. The Company will file the amendment
when it receives all required materials.
(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.
As disclosed in the Forms 10-QSB for the second and third quarters of 1999,
and due to the issues discussed above, the results of operations from last year,
except for corporate expenses, will be reflected on this year's earnings
statements as "operations from discontinued operations", and activities from new
acquisitions will be reflected in the earnings statements for the first time in
the third quarter of 1999. At this time, the Company is not able to
quantitatively estimate with reasonable accuracy the results of operations for
1999 because it is awaiting the results of various items, e. g., the
professional valuation of significant intangible assets.
AUTOMOTIVE PERFORMANCE 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
thereunto duly authorized.
Date: March 30, 2000 By: /s/ Carl Walker
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Carl Walker,
Treasurer
