SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number: 0-27458
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: September 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:
Nor'Wester Brewing Company, Inc.
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 third quarter of 1996, which report is due on
November 14, 1996. The registrant is not able to file the report
when due because on September 26, 1996, the Company filed a Form
8-K in connection with its execution of a non-binding letter of
intent with The UB Group of Bangalore, India relating to The UB
Group's proposed investment of $9.0 million in cash along with
certain other non-cash intangible consideration into the entity
resulting from the proposed consolidation of the Company with its
affiliates, Willamette Valley, Inc. Microbreweries across America,
Aviator Ales, Inc., Mile High Brewing Company, Inc., Bayhawk
Ales, Inc. and North Country Brewing Company, LLC. This proposed
investment transaction has caused delays in financial reporting
and created uncertainties and contingencies related to accounting
disclosures that needed to be resolved prior to filing the
Company's consolidated form 10-QSB. Furthermore, during the third
quarter, the Company transferred the accounting responsibilities
for its subsidiary, the North Country Brewery Company, LLC., to
the North Country Brewing Company, LLC. The hiring of accounting
personal and installation and implementation of a new accounting
system resulted in delays in the Company's ability to report
accurate and timely consolidated financial information.
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?
[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.
Nine Months Ended
September 30,
1996 1995
----------- -----------
Net revenues $5,170,536 4,286,770
Cost of sales 4,097,201 2,565,409
----------- -----------
Gross profit 1,073,335 1,721,361
Selling, general and administrative 2,473,925 1,051,802
----------- -----------
Income (loss) from operations (1,400,590) 669,559
Minority interest 222,947 -
Net income (loss) (1,080,484) 405,322
=========== ===========
Net sales increased 21% from September 30, 1995 to September 30,
1996, cost of sales increased 59% 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 57% compared to the Nine months ended September
30, 1995, due primarily to the addition of 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: November 14, 1996 By: Jim Bernau, President
JWS\3086slk.for
