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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [x] Form 10-QSB
[ ] Form N-SAR
For Period Ended: November 30, 2000
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[ ] 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:
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PART I - REGISTRANT INFORMATION
AMERICAN GROUP, INC.
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Full Name of Registrant
10570 Hagen Ranch Road
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Former Name if Applicable
Boynton Beach, Fl 33437
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Address of Principal Executive Office (STREET AND NUMBER)
Boynton Beach, Fl 33437
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City, State and Zip Code
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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, ll-K, 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 of 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 the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach Extra Sheets if Needed)
The issuer requires additional time to complete its financial statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Robert I. Claire 561 391-5555
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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). [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:
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AMERICAN 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.
Date: January 12, 2000 By /s/ Robert I. Claire
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Robert I. Claire
President
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AMERICAN GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the six For the six
months ended months ended
November 30, November 30,
2000 1999
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(Unaudited) (Unaudited)
<S> <C> <C>
Revenue $1,842,537 $1,406,134
Cost of sales 1,959,831 1,336,168
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Gross profit (loss) (117,294) 69,966
Selling, general and administrative expenses 1,812,597 400,682
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Operating loss (1,929,891) (330,716)
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Other income (expenses):
Interest expense (322,236) (67,954)
Interest income 718 12,895
Other income -- 106
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(321,518) (54,953)
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Net loss $(2,251,409) $(385,669)
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Net loss per share, basic and fully diluted $(2.30) $(0.41)
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Weighted average shares outstanding 979,569 935,832
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</TABLE>
The accompanying notes are an integral part of these financial statements
Revenues for the six months ended November 30, 2000 were $1,842,537 compared to
$1,406,134 for the six months ended November 30, 1999. The increase in sales can
be attributed to the inclusion of three full months of sales for Torland which
was acquired on August 15, 1999, and an increase in sales at LPS. Gross profit
(loss) margins as a percentage of revenues for the six months ended November 30,
2000 and 1999 were (6.3%) and 5.0%, respectively. The decrease in the gross
profit margin can be attributed to increased labor and material costs as a
percentage of sales. The Company's current facility is not adequate to handle
the volume of business currently in place. Due to the Company's poor cash flow
during the six months ended November 30, 2000, the Company was unable to avail
itself of any purchasing discounts that would have otherwise been available had
the Company been able to make commitments to purchase products in greater
amounts. The Company estimates that the price of material is 20% higher than the
price that could be obtained if the Company were able to take advantage of
volume price discounts. The Company is currently in the process of constructing
its facility in Homestead, Fla. to which it will move when completed. Operating
expenses for the six months ended November 30, 2000 and 1999 were $1,812,597 and
$400,682, respectively, consisting of selling, general and administrative
expenses. For the six months ended November 30, 2000 operating expenses include
a payment-in-kind of preferred stock of the Company valued at the stated value
of $800 per share which amounted to approximately $1,218,597. The net losses for
the six months ended November 30, 2000 and 1999 were $2,251,409 and $385,669,
respectively. The decrease is due to the deterioration of the Company's gross
profit margin during the first quarter of fiscal year 2001, the payment-in-kind
of preferred stock of the Company, and the issuance of 15,000 share of the
Company's common stock, valued at approximately $57,000 (market value), in
exchange for the retirement of certain warrants issued in connection with
convertible debt and the extension for payment of this debt.
