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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number: 3235-0058
Expires: May 31, 1997
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-25114
(Check One): -----------------------------
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|X| Form 10-KSB |_| Form 20-F |_| Form 11-K |_| Form 10-QSB |_| Form N-SAR CUSIP NUMBER
130551 10 4
For Period Ended: DECEMBER 31, 1997 -----------------------------
[ ] Transition Report on Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-QSB
[ ] 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:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant CALIFORNIA PRO SPORTS, INC.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
1221-B SOUTH BATESVILLE ROAD
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City, State and Zip Code
GREER, SOUTH CAROLINA 29650
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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 box if appropriate)
| (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, Form 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
| calendar day following the prescribed due date; and
| 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 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 REGISTRANT REQUIRES ADDITIONAL TIME TO COMPLETE ITS FINANCIAL STATEMENTS AND THE RELATED ACCOUNTING AND DISCLOSURE REQUIREMENTS
FOR THE FOLLOWING ITEMS:
1. THE REGISTRANT EXPERIENCED A SIGNIFICANT REDUCTION IN SALES OF ITS IN-LINE SKATE AND SNOWBOARD PRODUCTS IN 1997 COMPARED
TO 1996. AFTER EVALUATING THE OVERALL OPERATIONS, MANAGEMENT DECIDED TO REORGANIZE AND RESTRUCTURE THE COMPANY. ADDITIONALLY,
IN SEPTEMBER 1997 THE REGISTRANT SOLD ASSETS OF ITS ICE-HOCKEY RELATED BUSINESS
2. THE REGISTRANT, THROUGH A NEWLY FORMED SUBSIDIARY, SIGNED EFFECTIVE JANUARY 30, 1998, AN AGREEMENT TO MERGE WITH IMAGINON, INC.
("IMAGINON"). THE NEGOTIATIONS OF THE AGREEMENT, AS WELL AS THE COMPLETION OF ALL THE DOCUMENTATION REQUIREMENTS FOR THE MERGER,
WERE JUST RECENTLY COMPLETED. ADDITIONAL TIME IS NEEDED TO COMPLETE THE ACCOUNTING AND DISCLOSURE REQUIREMENTS RELATED TO THE
MERGER FOR THIS ANNUAL REPORT
3. THE REGISTRANT WAS REQUIRED TO EXPEND SIGNIFICANT TIME TO DEVISE AND IMPLEMENT A PLAN PURSUANT TO THE NEW NASDAQ SMALLCAP
MARKET CONTINUED LISTING REQUIREMENTS WHICH IT WAS REQUIRED TO SUBMIT BY MARCH 27, 1998. DUE TO LIMITED STAFFING, RESOURCES AND
AVAILABLE TIME AS A RESULT OF HAVING TO SUBMIT ITS PLAN ON OR BEFORE MARCH 27, 1998, THE REGISTRANT DID NOT HAVE AMPLE TIME TO
COMPLETE THE DECEMBER 31, 1997 FORM 10-KSB WITHIN THE PRESCRIBED TIME PERIOD.
(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
BARRY S. HOLLANDER 864 848-5160
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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 report(s) been filed? If answer is no,
identify report(s). |_| Yes |X| No
FORM 10-KSB FOR THE PERIOD ENDED DECEMBER 31, 1996 WAS FILED MAY 6, 1997
FORM 10-QSB FOR THE PERIOD ENDED MARCH 31, 1997 WAS FILED MAY 23, 1997
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(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 REGISTRANT ANTICIPATES A SIGNIFICANT CHANGE IN RESULTS OF OPERATIONS FROM
THE PRIOR YEAR DUE TO THE FACTORS DISCUSSED IN PART III.
REVENUES AND INCOME (LOSS) FROM OPERATIONS ARE EXPECTED TO BE AS FOLLOWS:
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Year Ended December 31,
1997 1996
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Revenues .......................... $ 9,087,000 $ 16,953,000
Loss from operations .............. $ (3,536,000) $ (4,691,000)
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CALIFORNIA PRO SPORTS, INC.
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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: March 31, 1998 By: /S/ BARRY S. HOLLANDER, CHIEF FINANCIAL OFFICER
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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.
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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 (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 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 (ss.232.201 or ss.232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this chapter).
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