GRAND HAVANA ENTERPRISES INC
NT 10-K, 1998-12-21
EATING PLACES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

                                                  Commission File Number 0-24828

(Check One):
[X] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [ ] Form 10-Q  [ ] Form N-SAR

     For Period Ended:   September 27, 1998
                         -------------------------------------------------------

[ ] 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:
                                     -------------------------------------------

- --------------------------------------------------------------------------------

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

                         GRAND HAVANA ENTERPRISES, INC.
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Full Name of Registrant

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Former Name if Applicable

                            1990 WESTWOOD BOULEVARD
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Address of Principal Executive Office (Street and Number)

                             LOS ANGELES, CA 90025
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City, State and Zip Code

                                       
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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 Rules 12b-25(b), the following
should be completed.  (Check box if appropriate)

[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, Form 20-F, 11-K, 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

[_]  (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 the Form 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. (ATTACH EXTRA SHEETS IF NEEDED)

     The Chief Executive Officer/Chief Financial Officer is out of the country
and is therefore not available to finalize year-end documentation included in
the Annual Report on Form 10-KSB, as well as the Annual Report on Form 10-KSB
itself.

                          PART IV -- OTHER INFORMATION

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

          LANCE JON KIMMEL, ESQ.          (310)          274-8300
- -------------------------------------  -----------    --------------
(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

     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.

       See EXHIBIT 1.
- --------------------------------------------------------------------------------

                        GRAND HAVANA ENTERPRISES, INC.
                 --------------------------------------------
                 (Name of Registrant as Specified in Charter)

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

Date December 21, 1998     By /s/ HARRY SHUSTER
     -----------------        ------------------------------------
                              Harry Shuster, Chairman of the Board

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)
- --------------------------------------------------------------------------------

                                                 (Attach Extra Sheets If Needed)

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EXHIBIT 1
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          The Company expects to report net loss of approximately $2.6 million
for the year ended September 27, 1998, compared to net loss of approximately
$3.8 million for the year ended September 28, 1997.  This decrease in loss is
primarily attributable to an increase in revenues, a decrease in loss from
discontinued operations, a decrease in interest expense, and a decrease in costs
and expenses.

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