SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number: 0-25986
NOTIFICATION OF LATE FILING
Check One): [ ]Form 10-K [ ]Form 11-K [ ]Form 20-F
[X]Form 10-Q [ ]Form N-SAR
For Period Ended: June 30, 1996
[ ] Transition Report on Form 10-K [ ] Transition Report on
Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on
Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: n.a.
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:
Willamette Valley, Inc. Microbreweries across America
Former name if applicable: n.a.
Address of principal executive office:
66 S.E. Morrison Street
Portland, OR 97214
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.)
[X] (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, 20-F, 11-K 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
[ ] (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:
The registrant respectfully requests that it be granted a five
calendar day extension for the filing of its quarterly report on
Form 10-QSB for the second quarter of 1996, which report is due on
August 14, 1996. The registrant is not able to file the report
when due because its Chief Accounting Officer and expert in SEC
periodic reporting terminated her consulting relationship with the
registrant on July 31, 1996 after giving 2 weeks notice. Although
the registrant is in the process of searching for and interviewing
candidates to serve as its Chief Financial Officer, a suitable
candidate has not yet been found. The unexpected loss of the
registrant's Chief Accounting Officer and its inability to find a
suitable replacement on short notice have caused some delays in
the registrant's ability to generate the Form 10-QSB for June
30, 1996, and will result in unreasonable effort and expense to
meet the August 14, 1996, deadline. On July 26, 1996, the
registrant retained a financial consultant to serve as interim CFO
on a contract basis. Nevertheless, the interim CFO has not been
"on the job" for a sufficient period to make a substantive
determination that the subject quarterly report is accurate and
complete in all material respects. The registrant believes that
the subject report will be filed on or before August 19, 1996.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to
this notification
Name: Scott Stone Telephone number: (503) 232-9771
(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 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.
Six Months Ended June 30,
1996 1995
----------- -----------
Net revenues $3,418,107 $ 2,662,368
Cost of sales 2,471,377 1,537,608
----------- -----------
Gross profit 946,730 1,124,760
Selling, general and administrative 1,349,455 677,344
----------- -----------
Income (loss) from operations (402,725) 447,416
Net income (loss) (218,684) 267,788
=========== ===========
Net sales increased 28.4% from June 30, 1995 to June 30, 1996,
cost of sales increased 60.7% for the same period, reflecting the
costs involved in its effort to expand the Company's product
nationally. Selling, general and administrative expenses have
also increased 99.2% compared to the six months ended June 30,
1995, due primarily to the addition of five salaried sales
personnel to oversee the Company's growth in new and existing
markets, as well as pre-operating costs incurred during the
construction of its new brewery in Saratoga Springs, New York.
Name of registrant as specified in charter:
Willamette Valley, Inc. Microbreweries across America
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 14, 1996 By: Jim Bernau, President
JWS\3086slk.for
