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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER: 3235-0058
Washington, D.C. 20549 Expires: June 30, 1994
Estimated average burden
FORM 12b-25 hours per response....2.50
NOTIFICATION OF LATE FILING
SEC File Number 0-15501
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CUSIP Number
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(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q SB [ ] Form N-SAR
For Period Ended: December 31, 1996
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[ ] 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:
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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.
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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
BIKERS DREAM, INC.
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Full Name of Registrant
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
1420 Village Way
Santa Ana, California 92705
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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)
[X] (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 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.
PART III--NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The Company is currently completing the year end audit by its newly
appointed independent auditors, Singer Lewek Greenbaum & Goldstein LLP. A post
1996 acquisition adjustment effecting the year-end financials is expected from
said resulting audit. The anticipated adjustment is an equity pickup of a loss
incurred by Ultra Bikers LLC, an entity which the Company purchased a 49%
interest in September 1996 and subsequently acquired the remaining 51% on
January 30, 1997 in conjunction with the acquisition of the Ultra Kustom Cycles
and Ultra Kustom Parts divisions of Mull Acres. The audit of these entities is
to be completed by April 10, 1997.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (11/91)
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PART IV--OTHER INFORMATION
The Company expects to report a loss for the year ended December 31,
1996 in the approximate amount of $3,400,000 compared to a loss of $2,347,693
for the same period the preceding year. The increased loss in 1996 was
attributed to 1) the opening of new Superstores in various parts of the U.S. in
1995 and 1996, which have not yet turned profitable, 2) the costs associated
with registering and issuing stock as an SEC reporting company, 3) the
provision for store closing costs, 4) a provision for an employee release and
settlement agreement, and 5) a provision for legal fees.
(1) Name and telephone number of person to contact in regard to
this notification
<TABLE>
<S> <C> <C>
Owen Naccarato 714 835-8464
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(Name) (Area Code) (Telephone Number)
</TABLE>
(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 answer is no,
identify report(s).
[X] Yes [ ] No
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(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.
See Attachment
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BIKERS DREAM, 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 MAY 26, 1997 By /s/ Donald Duffy
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Donald Duffy
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
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240,12b-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 (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
