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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 2-98277C
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: DECEMBER 31, 1998
[ ] 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:_______________________________________
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:____________________
___________________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant THE COLONEL'S INTERNATIONAL, INC.
Former name if applicable
___________________________________________________________________________
Address of principal executive office (STREET AND NUMBER)
620 SOUTH PLATT ROAD
City, state and zip code MILAN, MICHIGAN 48160
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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.)
(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, 20-F, 11-K or Form N-SAR, or portion thereof will
[X] 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.
PART III
NARRATIVE
STATE BELOW IN REASONABLE DETAIL THE REASONS WHY 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 was unable to complete its Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 because (1) the independent
auditors of the registrant, Deloitte & Touche LLP, Ann Arbor, Michigan,
have not yet issued their opinion on the financial statements required to
be included in Form 10-K and (2) the Registrant is in the process of
completing certain portions of the Form 10-K (Items 6, 7, and 7A) that are
substantially dependent on the financial statements. In December 1998,
the Registrant completed the sale of substantially all of the assets of
the Registrant's subsidiary, The Colonel's, Inc. While the Registrant is
in the process of hiring additional personnel, the loss of such persons has
made the preparation of financial statements more difficult and time
consuming. Furthermore, the Registrant is in the process of moving its
offices from its location in Milan, Michigan, which has imposed additional
time constraints and obligations on the Registrant's limited staff.
Consequently, the Registrant was unable to complete Items 6, 7, 7A and 8 of
the Form 10-K within the required deadline without unreasonable effort or
expense. The Registrant did file a Form 10-K within the required deadline
that contained Items 1, 2, 3, 4, 5 and 14. Items 10, 11, 12 and 13 will
be incorporated by reference to the Registrant's definitive Proxy Statement
for its Annual Meeting of Shareholders to be held May 7, 1999.
The statement of Deloitte & Touche LLP concerning the reasons why the
audit has not been completed is attached as Appendix A to this Form 12b-25.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
RICHARD S. SCHOENFELDT 734 439-4200
(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) It is 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?
[ ] Yes [X] 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 COLONEL'S INTERNATIONAL, INC.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date APRIL 1, 1999 By/S/RICHARD S. SCHOENFELDT
Richard S. Schoenfeldt
Vice President-Finance and Chief
Financial Officer
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DELOITTE &
TOUCHE LLP ______________________________________________________
6th Floor Telephone: (734) 769-6200
101 North Main Street Facsimile: (734)
769-2612 or
Ann Arbor, Michigan 48104-1411 (734) 769-2178
March 31, 1999
Mr. Richard Schoenfeldt
Vice President - Finance and
Chief Financial Officer
The Colonel's International, Inc.
620 Platt Road
P.O. Box 130
Milan, Michigan 48160
Dear Mr. Schoenfeldt:
This statement is necessary pursuant to Regulation 12B of the Securities
Exchange Act of 1934 as an exhibit to Form 12B-25 for The Colonel's
International, Inc. (the "Company"). As of the date of this letter,
Deloitte & Touche LLP has not formally issued our Independent Auditor's
Report on the consolidated financial statements of the Company as the
Company is working to provide Deloitte & Touch LLP with the information
required for the Firm to be in a position to issue our report. Deloitte &
Touch LLP will continue to work with the Company to obtain the necessary
information.
Deloitte & Touche LLP consents to the use of this statement as an exhibit
to the Form 12B-25.
Yours truly,
/s/ Deloitte & Touche LLP
___________________
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
