UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 001-13226
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(Check One): [X] Form 10-K and Form 10-KSB [ ] Form 10-Q and Form 10-QSB
[ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR
For Period Ended: 12-29-1999
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[ ] 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:
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
PHOENIX RESTAURANT GROUP, INC.
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Full Name of Registrant
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Former Name if Applicable
7373 N. Scottsdale Rd., Suite D-120
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Address of Principal Executive Office (Street and Number)
Scottsdale, Arizona 85253
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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)
[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 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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
11-K, 20-F, 10-Q and Form 10-QSB, N-SAR, or other transition report or portion
thereof, could not be filed within the prescribed period.
In October 1999, the Company's former Chief Financial Officer resigned and the
Company appointed its Vice President-Finance as its Acting Chief Financial
Officer. In October 1999, the Company also decided to sell its remaining Denny's
restaurants and retained an agent to assist it in making sales. The efforts of
the Company's management also was diverted by issues that arose as a result of a
pending bankruptcy filing by one buyer and non-performance by another buyer of
restaurants the Company sold during 1997 and 1998. These management changes and
business developments resulted in delays in completing the Company's audited
financial statements for the year ended December 29, 1999. As a result of these
delays, the Company is unable to file its Form 10-K on the prescribed due date
without unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Brian S. McAlpine (480) 483-7055
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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 reports), been filed. If 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 statement 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,
if appropriate, state the reasons why a reasonable estimate of the results
cannot be made.
As a result of the write down of assets held for sale, the Company will report a
decrease in net income and net income per share for its fiscal year ended
December 29, 1999.
Phoenix Restaurant Group, 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 28, 2000 By: /s/ Brian S. McAlpine
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Acting Chief Financial Officer