US HOME & GARDEN INC
NT 10-K, 1997-09-29
TEXTILE MILL PRODUCTS
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                                                     UNITED STATES                                  
                                           SECURITIES AND EXCHANGE COMMISSION                       
                                                Washington, D.C. 20549                              
                                                                                                    
                                                                                                    
                                                      FORM 12b-25                                   
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                                                                                                    -----------------------------
                                             NOTIFICATION OF LATE FILING                               COMMISSION FILE NUMBER
                                                                                                              0-19899
(Check One):  |X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR                -----------------------------
                                                                                                    
                                                                                                        
     For Period Ended: June 30, 1997                                              
     [ ] 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:

____________________________________________________________________________________________________________________________________

PART I -- REGISTRANT INFORMATION

U.S. Home & Garden Inc.
Full Name of Registrant

____________________________________________________________________________________________________________________________________
Former Name if Applicable

655 Montgomery Street
Address of Principal Executive Office (Street and Number)

San Francisco, CA 94111
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,  20-F,  11-K  or  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 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.-NOT APPLICABLE

PART III -- NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,  N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.

The Form 10-K for the fiscal year ended June 30, 1997 could not be filed within the prescribed time period due to certain unforeseen
difficulties arising in connection with its preparation.

                                                                                                     (Attach Extra Sheets if Needed)

                                                                                                                     SEC 1344 (6/94)
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PART IV--OTHER INFORMATION

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

               Richard Raleigh                                 415                                       616-8111
                  (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 report(s) 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.

====================================================================================================================================


                                                         U.S. Home & Garden
                                            (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date September 29, 1997                                                        By /s/ RICHARD RALEIGH
                                                                              -----------------------------------------------------
                                                                                RICHARD RALEIGH, Chief Operating 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).
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                                                        GENERAL INSTRUCTIONS

1.  This form is required by Rule 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 or apply for an  adjustment in filing date pursuant to Rule 13(b) of
    Regulation S-T.

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                            ATTACHMENT TO PART IV OF
                                 FORM 12b-25 OF
                            U.S. Home & Garden Inc.

                With respect to its Form 10-K for the fiscal year
                               ended June 30, 1997


     The registrant estimates that its results of operations for the fiscal year
ended June 30, 1997 as reflected in its statements of operations to be included
in its Form 10-K for the fiscal year ended June 30, 1997 will reflect an
increase in total net sales to approximately $52,000,000 compared to
approximately $27,000,000 for the fiscal year ended June 30, 1996. In addition
the registrant expects to report net income of approximately $3,183,000 for the
fiscal year ended June 30, 1997 compared to net income of approximately
$2,524,000 for the fiscal year ended June 30, 1996.



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