UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
Washington, D.C. 20549 Expires: May 31, 1997
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FORM 12b-25 SEC FILE NUMBER
NOTIFICATION OF LATE FILING CUSIP NUMBER
(CHECK ONE): [ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: MARCH 27, 1999
[ ] 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:
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PART I - REGISTRANT INFORMATION
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GROW BIZ INTERNATIONAL, INC.
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Full Name of Registrant
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Former Name if Applicable
4200 DAHLBERG DRIVE
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Address of Principal Executive Office (STREET AND NUMBER)
MINNEAPOLIS, MN 55422-4837
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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 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;
| (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 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 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.
AS A RESULT OF THE WITHDRAWAL OF THE PROPOSAL BY MANAGEMENT, CERTAIN CHANGES
WERE REQUIRED TO BE MADE TO THE FILING. MANAGEMENT WAS NOT AVAILABLE TO REVIEW
THESE CHANGES.
(ATTACH EXTRA SHEETS IF NEEDED)
<PAGE>
SEC 1344
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
DAVID J. OSDOBA, JR. 612 520-8415
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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). [X] Yes [ ] No
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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
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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.
PLEASE SEE ATTACHED PRESS RELEASE DATED APRIL 15, 1999
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GROW BIZ INTERNATIONAL, 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 MAY 12, 1999 By /s/ DAVID J. OSDOBA, JR.
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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.
- ---------------------------------- 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 (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
to 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).
<PAGE>
[GROW BIZ INTERNATIONAL LOGO]
Contact: David J. Osdoba, Jr.
612-520-8500
FOR IMMEDIATE RELEASE
GROW BIZ INTERNATIONAL, INC. ANNOUNCES
FIRST QUARTER RESULTS
Minneapolis, MN (April 15, 1999) -- Grow Biz International, Inc. announced today
a net loss for the quarter ended March 27, 1999 of $175,200, or $.03 per share
diluted, compared to net income of $690,900, or $.11 per share diluted, in 1998.
First quarter operating income declined $1.2 million from the previous year as a
result of the Company-owned retail stores recognizing a $1.5 million loss in the
first quarter of 1999 compared to income of $352,100 in the first quarter of
1998. The loss from the retail stores is the result of lower than expected
revenues from the stores opened in the past year as well as a comparable store
sales decline of 19% from mature stores in the It's About Games(TM) concept. The
results of the Company-owned retail stores was partially offset by an increase
of $616,800 in the profitability of franchising operations.
Grow Biz International, Inc. develops franchises and operates value-oriented
retail concepts for stores that buy, sell, trade and consign used and new
merchandise. At March 27, 1999, the Company had 1,231 stores in operation and an
additional 124 franchises awarded but not open. Of the stores in operation,
there were 644 Play It Again Sports(R), 224 Once Upon A Child(R), 228 Computer
Renaissance(R), 65 Music Go Round(R), 60 It's About Games(TM), 6 ReTool(TM) and
4 Plato's Closet(R) stores.
<PAGE>
GROW BIZ INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
----------------------------------------
March 27, 1999 December 26, 1998
----------------------------------------
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 601,300 $ 2,418,000
Receivables, less allownace for doubtful accounts of $1,067,500
and $1,053.000 11,640,500 13,893,700
Inventories 7,761,900 10,124,400
Prepaid expenses and other 2,359,200 2,459,300
Deferred income taxes 1,699,100 1,699,100
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Total current assets 24,062,000 30,594,500
Long-term receivables 1,153,400 1,208,600
Property and equipment, net 6,642,300 5,960,500
Other assets, net 5,577,800 5,377,300
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$37,435,500 $43,140,900
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable 5,909,400 11,306,600
Accrued liabilities 481,700 1,818,700
Current maturities of long-term debt 9,222,200 14,464,300
Deferred franchise fee revenue 1,725,500 1,901,800
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Total current liabilities 17,338,800 29,491,400
Long-Term Debt 9,819,000 3,484,600
Shareholders' Equity:
Common stock, no par, 10,000,000 shares authorized,
5,113,355 and 5,079,055 shares issued and outstanding -- --
Retained earnings 10,277,700 10,164,900
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Total shareholders' equity 10,277,700 10,164,900
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$37,435,500 $43,140,900
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</TABLE>
<PAGE>
GROW BIZ INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
--------------------------------
Three Months Ended
March 27, 1999 March 28, 1998
--------------------------------
<S> <C> <C>
REVENUE:
Merchandise sales $ 12,937,500 $ 20,192,700
Royalties 4,830,200 4,682,100
Franchise fees 555,800 515,300
Advertising and other 211,900 233,300
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Total revenue 18,535,400 25,623,400
COST OF MERCHANDISE SOLD 11,110,400 16,622,100
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 7,442,300 7,825,700
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Income (loss) from operations (17,300) 1,175,600
INTEREST INCOME (EXPENSE) (270,800) (39,200)
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Income (loss) before income taxes (288,100) 1,136,400
PROVISION FOR INCOME TAXES (112,900) 445,500
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NET (LOSS) INCOME $ (175,200) $ 690,900
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NET INCOME (LOSS) PER COMMON SHARE-
BASIC $ (.03) $ .12
============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING
- - BASIC 5,103,300 5,977,400
============ ============
NET INCOME (LOSS) PER COMMON SHARE -
DILUTED $ (.03) $ .11
============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING
- - DILUTED 5,259,200 6,165,800
============ ============
</TABLE>
