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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTIFICATION OF LATE FILING
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(Check One): [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
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For Period Ended: November 30, 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 a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRATION INFORMATION
Full Name of Registrant: NITCHES, INC.
Former Name, if applicable:
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Address of Principal Executive Office (Street and Number): 10280 Camino Santa Fe
San Diego, California 92121
(619) 625-2633
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effect 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 effect or expense;
[X](b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K, 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 of transition report on Form 10-Q or
portion thereof will be filed on or before the fifth calendar day
following that prescribed due date; and
[ ](c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached, if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report, or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed).
Effective on October 1, 1998, the Registrant entered into a
Discount Factoring Agreement with Congress Talcott Corporation
(Western), a copy of which was filed with as an Exhibit to the Company's
Amendment No 2 to Schedule 13E-4 filed with the Commission on September
30, 1998. In connection with that Discount Factoring Agreement, Congress
Talcott Corporation (Western) took over responsibility for collection
efforts on the majority of the Registrant's accounts receivable, whether
or not Congress Talcott Corporation (Western) provides factoring on the
account. The transition of this responsibility has resulted in
additional workload for Nitches, Inc.; necessitating the reconciliation
of the accounting system used by Congress Talcott Corporation (Western)
with the historical accounting system used by Nitches, Inc. for its
accounts receivable. The process of reconciling the two systems has been
unexpectedly time consuming and cannot be reasonably completed in time
by Nitches, Inc. for it to file its Form 10-Q by January 14, 1999.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Steven P. Wyandt, President
(619) 552-8325
(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 reports)
been filed? If answer is no, identify reports:
[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.
NITCHES, INC.
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Name of Registrant as Specified in Charter
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: January 14, 1999 By: /s/ Steven P. Wyandt
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Steven P. Wyandt, President
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. 1000).
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ATTACHMENT
TO
PART IV - OTHER INFORMATION
Pursuant to Part IV, paragraph 3 of Form 12b-25, the following
information is provided:
The Registrant has experienced a significant improvement in its
results of operations for the first quarter of fiscal 1999 as compared
to the first quarter of fiscal 1998. Net sales for the quarter are
expected to be approximately $10.4 million as compared to $9.3 million
for the first quarter of fiscal 1998, primarily as a result of an
increase in the level of Body Drama private label sales. Net income for
the quarter is expected to be approximately $350,000-500,000 as compared
to $50,000 for the first quarter of fiscal 1998. Final net income
figures for the quarterly period will depend upon calculation of
reserves for taxes, inventory and trade accounts receivable.
