SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 000-28321
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: March 31, 2000
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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.
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
Full name of registrant: AVID SPORTSWEAR & GOLF CORP.
Former name if applicable: N/A
Address of principal executive office (Street and number): 22 SOUTH LINKS
AVENUE, SUITE 204
City, state and zip code: SARASOTA, FLORIDA 34236
PART II
RULE 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
Form 10-K, 20-F, 11-K or 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.
<PAGE>
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Registrant became a "reporting" company on February 1, 2000, but did
not clear its comments until May 2000. Due to the timing of these filings, which
caused a delay in preparing the quarterly statements for the three month period
ended March 31, 2000, the Registrant respectfully requests an extension of the
filing date of its Quarterly Report on Form 10-Q for the three month period
ended March 31, 2000.
PART IV
OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification:
Earl T. Ingarfield (941) 330-8051
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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 Registrant
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 the 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.
The results of operations for the three-month period ended March 31, 1999,
included only one month of results from the Registrant's sole operating
subsidiary, Avid Sportswear, Inc. The Registrant acquired Avid Sportswear, Inc.
on March 1, 1999. In contrast, the results of operations for the three-month
period ended March 31, 2000, included three months of results. Consequently, the
Registrant expects a significant change in its results of operations. A summary
of the Registrant's expected results of operations is set forth below:
<PAGE>
For the Three Months Ended
March 31,
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2000 1999
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Sales, net $ 1,029,308 $ 397,043
Cost of goods sold 774,293 124,339
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Gross Margin 255,015 272,704
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Total Operating Expenses 2,530,918 1,757,699
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Loss from Operations (2,275,903) (1,484,995)
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Net Loss $ (2,521,267) $ (1,529,043)
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Basic Loss Per Share $ (0.09) $ (0.08)
============== ===============
As indicated above, the Registrant's sales, net included three months of
operations. As a result, sales, net increased $0.6 million in the three-month
period ended March 31, 2000. Cost of goods sold increased $0.6 million from the
three-month period ended March 31, 1999, as a result of the increased sales,
resulting in gross margin of $0.3 million. During the same period,
total operating expenses increased $0.8 million, caused primarily by the
start-up expenses incurred in connection with the Dockers and British Open
product lines and the issuance of stock for services. Loss from operations
increased $0.8 million from the three-month period ended March 31, 1999, due
primarily from the increase in operating expenses. During the period, net loss
increased $1.0 million due primarily to the increase in operating expenses and
the increase in interest expense.
<PAGE>
AVID SPORTSWEAR & 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
thereunto duly authorized.
Date: May 16, 2000 By: /s/ Jerry Busiere
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Jerry Busiere
Secretary and Treasurer
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 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four confirmed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 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 the 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.
