SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number: 0-25986
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:
Willamette Valley, Inc. Microbreweries across America
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, Mile High Brewing Company, Inc., Aviator Ales, Inc.,
Bayhawk Ales, Inc., Nor'Wester Brewing Company, 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 and other
disclosures that needed to be resolved prior to filing the
Company's form 10-QSB including, but not limited to, decisions of
the Company's consolidated subsidiaries to terminate their Common
Stock offerings.
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 $3,229,228 186,238
Cost of sales 3,329,011 684,638
----------- -----------
Gross profit (deficit) (39,639) 10,004
Selling, general and administrative 1,849,465 1,448,253
----------- -----------
Loss from operations (1,889,104) (1,438,249)
Net loss (1,672,932) (930,795)
=========== ===========
For the Nine months ended September 30, 1996, net sales increased
by 1,634% compared to the same period in 1995, reflecting the
commencement of operations at both Aviator Ales and Mile High
Brewing Companies in November 1995. The corresponding cost of
sales increased by 386% compared to the same period in 1995,
reflecting the disproportionate cost of production for goods sold
during a period when the facilities are operating at less than
their maximum designed capacity, as well as development-stage
production costs such as recipe testing. Selling, general and
administrative expenses also increased 27% for the comparable
period as the number of companies for which the services are
provided has grown from three to four. Additionally, all but
one of the Company's subsidiaries commenced operations during
1995 requiring additional management and administrative support.
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
