UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K
|X| Form 10-Q |_| Form N-SAR
For Period Ended: March 31, 1999
[ ] 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:_________________________________
- --------------------------------------------------------------------------------
Read Instruction (on back page) 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
Big Smith Brands, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
7100 West Camino Real, Suite 402
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Boca Raton, Florida 33433
- --------------------------------------------------------------------------------
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without reasonable 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 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 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.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
See Attachment I
(Attach Extra Sheets if Needed)
SEC 1344 (6/93
<PAGE>
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Delbridge E. Narron (212) 715-7599
------------------- ----------- ------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other period 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 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. See Attachment II
- --------------------------------------------------------------------------------
Big Smith Brands, Inc.
----------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 05/18/99 By /s/ Susan Leonhardt
-----------------------
Susan Leonhardt,
Director of Administration/Accounting
(chief accounting officer and authorized
registrant signer)
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 typed 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).
- --------------------------------------------------------------------------------
<PAGE>
Attachment I
On April 22, 1999, Registrant completed a sale of all assets of the
Company relating to the Company's workwear business, other than real estate and
trademarks, and licensed the purchaser to use the "Big Smith" trademark and
certain related trademarks in the manufacture, sale and licensing of workwear
products. Additionally, the consolidation of the Registrant's executive and
accounting offices to the Registrant's facility in Boca Raton, Florida was only
completed days prior to the closing of the above referenced sale of assets.
These events have prevented the Registrant from finishing its Quarterly Report
on Form 10-QSB. Registrant is currently in the process of completing the
remaining portions of the Form 10-QSB, and believes that the Form 10-QSB will be
filed within the grace period provided for under Rule 12b-25.
<PAGE>
Attachment II
The Registrant estimates that its loss from operations for the three
months ended March 31, 1999, will be approximately $600,000 as compared with
loss from operations of approximately $1,137,000 during the three months ended
March 31, 1998. The decrease in the reported loss from operations resulted
primarily from the inclusion in the three months ended March 31, 1998 of a one
time non-recurring convertible debenture amortization discount of $606,204
arising as a result of the retirement of all outstanding convertible debentures
in that fiscal quarter. Excluding this extraordinary item, the Company's net
loss for the three months ended March 31, 1998 was approximately $530,500,
showing an increase in loss from operations of approximately $70,000 from the
three months ended March 31, 1998 to the three months ended March 31, 1999. This
actual increase in loss from operations resulted from the liquidation of slow
moving sportswear inventory which was only partially offset by a reduction in
selling expenses and general and administrative expenses.
