UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): X Form 10-K Form 20-F Form 11-K Form 10 Form N-SAR
For Period Ended: January 31, 1998
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 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.
If the notification relates to portion of the filing checked above, identify
the Item(s) to which the notification relates:
___________________________________________________________________________
PART I - REGISTRANT INFORMATION
___________________________________________________________________________
Full Name of Registrant
Lincoln Logs Ltd.
___________________________________________________________________________
Address of Principal Executive Office (Street and Number)
Riverside Drive, Chestertown, NY 12817
___________________________________________________________________________
City, State and Zip Code
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)
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, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or
before X 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant discovered errors in the Registrant's accounting procedures
which required the Registrant to file an Amended Form-10KSB for the year
ended January 31, 1997 and an amended Form 10-QSB for the quarter ended
April 30, 1997. Further, the Registrant filed quarterly reports on
Form 10-QSB for the quarters ended July 31, 1997 and October 31, 1997
on May 1, 1998. The time and effort needed to correct and file the
aforementioned reports has greatly impeded the efforts of the Registrant
to complete and file its Form 10-KSB for the year ended January 31, 1998.
The Registrant expects to file its Form 10-KSB for the year ended
January 31, 1998 on or before May 15, 1998.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
William J. Thyne 518 494-5500
__________________________ __________ ____________
( 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 receding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If
\answer is no, identify reports(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.
<TABLE>
( All amounts stated in thousands )
Year Ended January 31, Change
<S> <S> <S>
1998 1997 Incr. (Decr.)
<C> <C> <C>
Sales, net of commissions $ 6,727 $ 7,270 $ ( 543)
Cost of Sales 5,114 5,016 97
Gross profit 1,613 2,254 ( 641)
Operating expenses 2,658 2,406 252
(Loss) from operations (1,045) ( 152) ( 893)
Other (expense), net ( 171) ( 101) ( 70)
Net (loss) before taxes (1,216) ( 253) ( 963)
Income taxes 2 1 1
Net (loss) $ (1,218) $ ( 254) $ ( 964)
</TABLE>
The decrease in gross profit is primarily due to decreased sales, increased
material costs, a greater reliance on discounts and a greater number of sales
being made by independent dealers whose commission rates are higher than
the Company's employee-sales representatives.
The increase in operating expenses is primarily due to increased professional
fees, increased insurance costs, the hiring of a Chief Operating Officer and
expenses related to that hiring and increased promotional costs.
_____________________________________________________________
Lincoln Logs Ltd.
_____________________________________________________________
( Name of Registrant as Specified in Charter )
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 1, 1998 By s/ William J. Thyne, Chief Financial Officer
William J. Thyne
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).
