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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number
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(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: 12/31/1998
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[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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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:
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PART I
REGISTRANT INFORMATION
Full name of registrant
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION
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Former name if applicable
RILEY INVESTMENTS, INC.
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Address of principal executive office (Street and number)
211 E. 7th Street, 11th floor,
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City, state and zip code
Austin, TX 78701
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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, 10-KSB, Form 20-F, 11-K, Form N-SAR, or portion thereof
[X] 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, 10-QSB, 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, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach extra sheets if needed.)
The Company's Chief Financial Officer was hospitalized over the weekend (3/28)
and, at this point in time, the date of his expected return is not known. The
Chief Financial Officer has primary responsibility for the preparation of the
company's annual report on Form 10-KSB due 3/31/99. The hospitalization of the
Chief Financial Officer will preclude the timely filing of the Company's annual
report.
12b25-1
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Lisa Luttrull 512 391-2031
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(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 reports) been filed? If 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
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.
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 30, 1999 By: /s/ JAY JUBA, President/COO
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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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T.
12b25-2
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PART IV. OTHER INFORMATION
(3) For the year, the company's revenues, subject to final independent audit
adjustments, increased $3,584,000, or 28 percent to $16,357,000 compared to
revenues of $12,772,000 for 1997 year. The net loss for the year was
$1,686,000, or 58 cents a share, compared to a net loss of $598,000, or 44
cents a share, for the prior year. Net loss increased $1,087,000, or 182
percent from December 31, 1997 to December 31, 1998.
All of the above numbers are subject to final independent audit adjustments.
GATT
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INCOME STATEMENT COMPARISON
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998, RESPECTIVELY
<TABLE>
<CAPTION>
UNAUDITED
DECEMBER 31, DECEMBER 31,
1997 1998
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<S> <C> <C>
REVENUES
Hotel revenue 4,294,917.40 5,675,904.19
Cruise and tour revenue 7,878,461.47 9,752,847.00
Magazine subscription and advertising revenue 581,176.46 765,578.62
Merchandise and other revenue 17,639.78 18,877.47
Investment Income 0.00 143,466.76
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Total Revenues 12,772,195.11 16,356,674.04
COST OF SALES
Hotel cost 3,158,937.20 4,405,837.45
Cruise and tour cost 7,000,289.25 8,629,258.64
Magazine publishing cost 155,672.07 1,109,238.11
Merchandise cost 1,410.25 0.00
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Total Cost of Sales 10,316,308.77 14,144,334.20
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GROSS PROFIT 2,455,886.34 2,212,339.84
OPERATING EXPENSES
Selling, general and administrative expenses 1,548,649.41 1,766,818.50
Wages 1,108,745.06 2,041,151.73
Depreciation and amortization 39,856.81 90,004.22
Bridge loan financing charge 357,130.00 0.00
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Total Operating Expenses 3,054,381.28 3,897,974.45
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Net Loss Before Income Taxes (598,494.94) (1,685,634.61)
Income Tax Expense 0.00
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Net (Loss) (598,494.94) (1,685,634.61)
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Net (Loss) Per Common Share (Note 2) (0.44) (0.56)
Weighted Average Common Shares Outstanding 1,371,289 3,024,883
</TABLE>