SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-25030
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K |_| Form 11-K |_| Form 20-F |X] Form 10-Q
|_| Form N-SAR
For Period Ending: June 30, 2000
|_| 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
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
550 Rancheros Drive
San Marcos, California 92069
Address of principal executive office (Street and number)
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;
|X| (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 on 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 is applicable.
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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.)
The Form 10-QSB could not be filed within the prescribed period due to
unforeseen delays arising in its preparation resulting from the consolidation of
the financial statements of the Company's subsidiary, Toys International.COM,
Inc.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Barton Nachamie, Esq., Todtman, Nachamie, Spizz & Johns, P.C. (212) 954-9400
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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 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? |_|
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.
<PAGE>
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 August 9, 2000 By /s/ James Frakes
James Frakes, Chief Financial Officer
