USA GROWTH INC
NT 10-Q, 1999-06-15
VARIETY STORES
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10-3-94                      General Reporting Rules                      2018-E

UNITED STATES                                               OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION                      OMB Number:  3235-0058
Washington, D.C. 20549
                                                    Estimated average burden
                                                  Hours per response......2.50

                                   FORM 12b-25
                          NOTIFICATION OF LATE FILING

(Check One): [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-QSB [ ]Form N-SAR
          For Period Ended: April 30, 1999

          [ ]  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--REGISTRANT INFORMATION

USA Growth, Inc.
Full Name of Registrant

Former Name if Applicable

900 West 190th Street
Address of Principal Executive Office (Street and Number)

New York, NY 10040
City, State and Zip Code


PART II-- RULES 12b-25(b) AND (c)

If the subject report could not be filed without reasonable 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 on Part
                           III of this form could not be eliminated without
                           unreasonable effort 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 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 why the Form 10-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)

         The necessary bank information has not yet been received and has
delayed the completion of the report.
<PAGE>

PART IV-- OTHER INFORMATION

(1)      Name and telephone number of person in regard to this notification

         David W. Sass, Esq.         (212)             448-1100
              (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 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?     Yes    X  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.


                                USA Growth, 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  June 15, 1999    By /s/ Robert Sher
      --------------      ------------------------------------------------------
                          Robert Sher, Treasurer and Principal Financial Officer

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 INSTRUCTION

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  exchanged  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.




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