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-Q
Form N-SAR
For Period Ended: January 31, 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: _______________________________
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;
X (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 the fifteenth 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.
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's attempt to file its annual report on form 10-KSB for the
year ended january 31, 1998 was greatly delayed by the need to obtain an
opinion as to the fair market value of certain convertible subordinated
debentures with detachable stock purchase warrants issued by the Registrant.
That opinion has now been obtained and the Registrant is awaiting completion
of external review. further, the Registrant is about to enter into a final
settlement agreement related to litigation, which settlement, when recorded,
will more accurately reflcet its financial position and results of operations
as of January 31, 1999. The Registrant intends to file its annual reports for
the years ended january 31, 1998 and 1999 on Form 10-KSBb, as well as its
quarterly reports for the quarters ended April 30, 1998, July 31,1998 and
october 31, 1998 on form 10-QSB, within 15 days.
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). Yes X No
Annual report on Form 10-KSB for the fiscal year ended January 31, 1998
Quarterly report on Form 10-QSB for the quarter ended April 30, 1998
Quarterly report on Form 10-QSB for the quarter ended July 31, 1998
Quarterly report on Form 10-QSB for the quarter ended October 31, 1998
(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>
<CAPTION>
( All amounts in thousands )
Year Ended Jaznuary 31, Change
1999 1998 Incr. (Decr.)
<S> <C> <C> <C>
Net Sales $9,691 $7,811 $1,880
Cost of Sales 5,664 5,114 550
Gross profit 4,027 2,697 1,330
Operating expenses 3,583 3,831 (248)
Income(loss) form operations 444 (1,134) 1,578
Other (expense), net (575) (189) 386
Nte (loss) before taxes (131) (1,323) 1.192
Income taxes -- 2 (2)
Net (loss) $ (131) $(1,325) $1,194
</TABLE>
The increase in net sales is due to a 19% increase in units
shipped. Gross profits improved largeley because of a reduction
in material costs brought about by utilizing better purchasing
techniques, and a reduction in overhead costs.
The decrease in operating expenses is primarily due to a reduction
in personnel and related costs, and a company-wide effort of
cost elimination. Other expenses increased primarily due to the
accretion of values assigned to stock purchase warrants and a
beneficial conversion feature related to certain convertible
subordinated debentures.
_____________________________________________________________
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, 1999 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).
