BOSS HOLDINGS INC
NT 10-K, 1999-03-26
APPAREL & OTHER FINISHD PRODS OF FABRICS & SIMILAR MATL
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                      SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                                                              0-23204 
                                                     ------------------------ 
                                                     (Commission File Number) 

/X/     Form 10-K and Form 10-KSB                            /_/     Form 11-K
/_/     Form 20-F       /_/     Form 10-Q and Form 10-QSB    /_/     Form N-SAR

For period ended: December 26, 1998

/_/     Transition Report on Form 10-K and Form 10-KSB

/_/     Transition Report on Form 20-F

/_/     Transition Report on Form 11-K

/_/     Transition Report on Form 10-Q and Form 10-QSB

/_/     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:     Not Applicable
                                                   --------------

                                    PART I
                            REGISTRANT INFORMATION


Full name of registrant:                    Boss Holdings, Inc.

Former name (if applicable):                Vista 2000, Inc.

Address of principal executive offices:     221 West First Street, 
                                            Kewanee, Illinois  61443



<PAGE>

                                    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 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 10-KSB, 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
             or transition report on Form 10-Q, 10-QSB, 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

The annual report of Boss Holdings, Inc. (the "Company") on Form 10-K could 
not be filed within the prescribed time period because the Company's audited 
financial statements were not completed and could not be completed within the 
prescribed time period without unreasonable effort or expense. Without 
complete financial statements, the narrative portions of the report could not 
be completed. As a result, the Company could not solicit and obtain the 
necessary review of the Form 10-K and signature thereto by a majority of its 
board of directors in a timely fashion prior to the due date of the report. 
The Company anticipates that its report on Form 10-K will be filed on or 
before the fifteenth calendar day following its prescribed due date.

                                     PART IV
                                OTHER INFORMATION

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

         J. Bruce Lancaster       Chief Financial Officer       (309) 852-2131
         ---------------------------------------------------------------------

(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 twelve 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 



<PAGE>

(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.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

BOSS HOLDINGS, INC.


By:      /S/ J. BRUCE LANCASTER
         -------------------------------------------
         J. Bruce Lancaster, Chief Financial Officer

Date:    March 25, 1999




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