UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K and Form 10-KSB [ ] Form 10-Q and Form 10-QSB
[ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR
For Period Ended: December 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:
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
Janex International
-----------------------------
Full Name of Registrant
Not Applicable
-------------------------
Former Name if Applicable
2999 N. 44th Street, Suite 225
---------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Phoenix, AZ 85018
------------------------
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, Form N-SAR, or portion thereof, will be filed
[X] 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
the prescribed due date; and
(c) The accountant's statement or other exhibit required by rule 12b-25(c)
has been attached if applicable.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
11-K, 20-F, 10-Q and Form 10-QSB, N-SAR, or other transition report or portion
thereof, could not be filed within the prescribed period.
A third party ("Parent Company") purchased a majority interest (approximately
79%) of the Registrant on December 11, 1998. On the same date, after the change
of control, the Registrant replaced its Board of Directors. Additionally, after
the change of control, the Registrant retained a new audit firm in February 1999
and a new Statutory Agent in Hong Kong effective March 15, 1999.
The new audit firm was selected because it also audits the financial statements
of the parent company, and the Registrant wants consistency in its audit and
reporting activities.
One of the Registrant's subsidiaries generates a substantial portion (more than
80%) of the Registrant's revenue. This foreign subsidiary has no employees and
the business activities are transacted by an agent in Hong Kong (the "Statutory
Agent").
As part of the audit of the Registrant's Hong Kong subsidiary, as well as the
transition to a new statutory agent, the Registrant has discovered certain
discrepancies on the books and records of the former statutory agent. Although
the Registrant is working diligently to reconcile these discrepancies, and the
Registrant expects that such resolution will not have a material impact on the
Registrant's consolidated financial statements, these discrepancies must be
resolved before the audit firm can issue its audit report. The Registrant cannot
file its Form 10-KSB until the audit report is finalized.
As a result of these factors (change of audit firm, change of foreign statutory
agent, and discovery of discrepancies), the audit firm has been unable to issue
its report on the financial statements for the year ended December 31, 1998
because the Registrant has been unable to complete its financial statements.
These factors could not be eliminated without unreasonable effort or expense.
The Registrant believes the Form 10-KSB will be filed on or before the 15th
calendar day following the prescribed due date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Fred B. Gretsch (602) 808-8765
-------------------------------------------------------------
(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 statement 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,
if appropriate, state the reasons why a reasonable estimate of the results
cannot be made.
Janex International, Inc.
--------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 1, 1999 By: /s/ Frederick B. Gretsch
-----------------------------------------
Frederick B. Gretsch, CFO
