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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 001-10860
Washington, D.C. 20549
Cusip Number
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) __ Form 10-K __ Form 20-F __ Form 11-K X Form 10-Q __ Form N-SAR
For Period Ended: February 28, 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:____________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the 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
THE HE-RO GROUP, LTD.
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Full Name of Registrant
N/A
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Former Name if Applicable
530 Seventh Avenue
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Address of Principal Executive Office (STREET AND NUMBER)
New York, New York 10018
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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 appropriate box)
X (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, 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 the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach Extra Sheets if Needed)
The financial statements for the quarter ending February 28, 1998,
currently being prepared by registrant, will be the first financial statements
reflecting the combination of The He-Ro Group, Ltd. ("He-Ro"), and Nah Nah
Collection, Inc. ("Nah Nah"), as such corporations existed prior to acquisition
by He-Ro of all the capital stock of Nah Nah on December 24, 1997, in a stock
acquisition being accounted for as a reverse merger. As a result, such
financial statements will reflect adoption by registrant of a number of new
accounting principles and policies. The time required to adopt such principles
and policies, apply them to the accounting figures currently being generated,
and review the results with registrant's accountants has taken longer than
registrant had hoped or anticipated.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert M. Shepard (212) 575-7900
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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 quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
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THE HE-RO GROUP, LTD.
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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: April 15, 1998 By: /s/ CHRIS HAN
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Chris Han
Chief 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
persons 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 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 amendment 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 232.12(c) of this chapter).
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THE HE-RO GROUP, LTD.
Form 12b-25 dated April 15, 1998
Attachment regarding Question (3) to Part IV:
A significant change in the results of operations of registrant will be
reflected by the earnings statements to be included in registrant's quarterly
report on Form 10-Q for the quarter ended February 28, 1998, in comparison with
the corresponding period for the prior fiscal year. Such change will be due
principally to the fact that the results of operations of registrant for the
quarter ended February 28, 1998, will reflect the combination of He-Ro and Nah
Nah (as such terms are defined in the response to Part III of the subject Form
12b-25) for the first time. At this time, it is not known whether there will be
a profit or loss for the current fiscal quarter, or whether the result of
operations for the current fiscal quarter will be better or worse than those
for such corresponding quarter for the prior fiscal year, either on an absolute
or per-share basis.
