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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 333-53233
(Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ]
Form N-SAR
For Period Ended: June 30, 1999
[ ] 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 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.
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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:__________________________________
PART I - REGISTRANT INFORMATION
Full Name of Registrant: G.P. Properties, Inc.
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Former Name if Applicable:______________________________
Address of Principal Executive Office (Street and Number): 2155 Newcastle Avenue
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City, State and Zip Code: Cardiff, California 92007
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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 appropriate box)
[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 Forms 10-K, 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the 15th 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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period:
In August 1999, the Company completed a series of transactions with the
shareholders of Kwik Web, Inc., a California corporation ("Kwik Web"), which
resulted in a change of control of the Company. Accordingly, there will be a
delay in filing the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1998 due to additional time needed to complete the audit of
Kwik Web's financial statements for the year ended December 31, 1998, the
preparation of pro forma financial statements giving effect to the
reorganization and the preparation of disclosure concerning the operations of
Kwik Web. The Company expects to file its Annual Report by October 15, 1999
(fifteen days following the due date).
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Daniel K. Donahue, Esq. (949) 719-6000
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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 reports) 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: [ ] 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. See attached narrative.
G.P. Properties, 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.
Date: September 29, 1999 By:/s/ Richard Kaestner
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Richard Kaestner, President
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
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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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).
