SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
COMMISSION FILE NUMBER O-25030
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-KSB |_|Form 11-K |_|Form 20-F |X|Form 10-QSB
|_|Form N-SAR
FOR PERIOD ENDING: SEPTEMBER 30, 1999
|_| 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:
READ THE ATTACHED INSTRUCTION SHEET 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.
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 PLAY CO. TOYS & ENTERTAINMENT CORP.
Former name if applicable
ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)
550 RANCHEROS DRIVE
CITY, STATE AND ZIP CODE SAN MARCOS, CALIFORNIA 92069
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
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached is 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. (Attached extra sheets if needed.)
Management has been involved extensively in the Company's subsidiary's
(Toys International.COM, Inc.) initial public offering and has been unable to
complete its Form 10-QSB within the time prescribed.
<PAGE>
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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Marie Cocchiaro, Esq., Millennium Ventures Law Group, General Counsel (925) 934-9531
(Name) (Area Code) (Telephone Number)
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(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.
PLAY CO. TOYS & ENTERTAINMENT CORP.
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
DATE 11/16/99 BY /S/ JAMES B. FRAKES
James B. Frakes, Secretary
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 type 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)
GENERAL INSTRUCTIONS
1. This form is required by Rule 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 not 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 or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
<PAGE>
PART IV (3) EXPLANATION
In response to Part IV(3), the registrant wishes to advise that the Company
expects to show, for the three month period ended September 30, 1999, a sales
increase of approximately $800,000, or 12.5%, over its sales of $6,098,315 in
the three months ended September 30, 1998. The Company also expects to show a
$1,100,000 increase in operating expenses over its operating expenses of
$2,803,914 for the period ended September 30, 1998, namely as a result of
expenses incurred by the Company in opening three new stores during the quarter
ended September 30, 1999. The Company 's net loss for this three month period is
expected to be approximately $1,000,000, as compared to its net loss of $303,715
for the corresponding period in 1998.
