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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 0-18064
CUSIP Number 985832-104
(Check one): (X) Form 10-K ( ) Form 11-K ( ) Form 20-F ( ) Form 10-Q
( ) Form N-SAR
For Period Ended: March 31, 1996
( ) 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:
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
Full name of registrant: YES Clothing Co.
Former name if applicable:
Address of principal executive office (Street and Number):
1380 West Washington Blvd.
City, State and Zip Code:
Los Angeles, California 90007
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PART II
Rule 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 appropriate box.)
[ ] (a) The reasons described in reasonable detail in 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, 11-K, 20-F or Form N-SAR, or portion thereof 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, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[X] (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 Form 10-K, 11-K, 20-F, 10-
Q, N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Company recently had a change in control and an infusion of
capital and its outside auditors have not yet formed an opinion on the Company's
financial statements as of March 31, 1996. The Company will file its Form 10K
promptly upon receipt of the opinion.
PART IV
Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Jeffrey Busse 213/765-7800
(2) Have all other periodic reports required under Section 13 or 15(d) or
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 the 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?
[ ] 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.
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YES Clothing Co.
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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: June 27, 1996 YES Clothing Co.
By: /s/ Jeffrey Busse
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Jeffrey Busse
Chief Financial Officer
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Moss-Adams LLP
Certified Public Accountants
To the Board of Directors
Yes Clothing Company
As independent accountants for Yes Clothing Company, we have not yet formed our
opinion on the financial statements of the Company for the fiscal year ended
March 31, 1996. It is our understanding that the Company has recently closed a
transaction resulting in a significant change in ownership and management, and
an infusion of capital. Our opinion to be rendered in connection with the March
31, 1996 financial statements will be based substantially on this transaction
and our assessment of the Company's ability to sustain operations under its new
management and capital structure. We remain in the process of our assessment of
these matters.
/s/ Moss-Adams LLP
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Los Angeles, California
June 26, 1996
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