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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER
NOTIFICATION OF LATE FILING 0-18200
FORM 10-K CUSIP NUMBER
042166 40 5
For Period Ended: December 31, 1996
[Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.]
PART I - REGISTRANT INFORMATION
ARMANINO FOODS OF DISTINCTION, INC.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
30588 San Antonio Street
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Address of Principal Executive Office (Street and Number)
Hayward, CA 94544
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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)
(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
[X] 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 has been attached if applicable.
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.
In February 1997, the Registrant made a determination to discontinue the
operations of its AFDI, Inc. subsidiary. This required that the Company restate
its financial statements for the year ended December 31, 1996 to reflect such
operations as being discontinued. This has caused a delay in completing the
Form 10-K so that it can be reviewed by the Board of Directors. As a result
the Form 10-K cannot be filed prior to the current due date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Jon D. Sawyer 303/893-2300
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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 qualitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
This explanation follows below:
The Registrant expects to report that it had net income of $446,967 for the year
ended December 31, 1996, as compared to net income of $1,092,740 for the year
ended December 31, 1995. The reduced net income is primarily the result of the
estimated loss on the operations and disposal of the discontinued operations of
AFDI, Inc. totaling $608,145, which was recorded for the year ended December 31,
1996.
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ARMANINO FOODS OF DISTINCTION, 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.
ARMANINO FOODS OF DISTINCTION, INC.
By/s/ William J. Armanino
William J. Armanino, President
Date: March 26, 1997
[ATTENTION: Intentional misstatements of omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).]
