SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-9201
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K |_| Form 11-K |_| Form 20-F |X| 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:
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:
<PAGE>
PART I
REGISTRANT INFORMATION
Liberty Group Holdings, Inc.
Full Name of Registrant
Former Name if Applicable
11 52nd Street
Address of Principal Executive Office (Street and Number)
Brooklyn, New York 11232
City, State and Zip Code
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 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, Form 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 why the Form 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. (Attach extra sheets if needed.)
The Registrant has been unable to obtain documentation from third parties
necessary to the preparation of the Registrant's 10-QSB for the second quarter
of 2000. As a result of the Registrant's inability to obtain such information,
the Registrant's accountant has been unable to complete the necessary financial
statements without unreasonable effort or expense. The registrant believes that
the necessary documentation will be obtained in time to file the Registrant's
10-QSB within the fifth calendar day following the prescribed due date.
<PAGE>
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification
David Lubin, Esq. (212) 592-6151
(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 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
See attached Schedule A.
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.
Liberty Group Holdings, Inc.
(Name of Registrant as Specified in Charter)
<PAGE>
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date August 11, 2000 By /s/ Barry L. Hawk
Barry L. Hawk,
President, Chief Operations
Officer and Secretary
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.
<PAGE>
Schedule A
It is anticipated that a significant change in the results of operations from
the corresponding period for the Registrant's second quarter of 1999 will be
reflected in the Registrant's Form 10-QSB for the second quarter of 2000. Prior
to November 23, 1999, the Registrant was a "public shell" which had no assets,
liabilities, management or ongoing operations and was not engaged in any
business activities. Subsequent to the Registrant's filing of its 10-QSB for the
second quarter of 1999, the Registrant purchased the operating assets of another
corporation and has been actively engaged in business activities. As such, the
Registrants 10-QSB for the second quarter of 2000 will show the effects of an
operative business rather than the previously inoperative shell.
It is not practical to quantify the amount and change in the Registrant's
results of operations.
