OMNI MULTIMEDIA GROUP INC
NT 10-Q, 1997-08-13
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                  ------------------------------
                                                         SEC FILE NUMBER
                                                             1-13656
                                                  ------------------------------

                                                  ------------------------------
                                                           CUSIP NUMBER
                                                            68211K107
                                                  ------------------------------

[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 
11-K [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR 
For Period Ended:   June 28, 1997
                 -------------------
[ ]  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 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:...not applicable......
 ................................................................................
 ................................................................
________________________________________________________________________________
PART I -- REGISTRANT INFORMATION
________________________________________________________________________________

         Full Name of Registrant            Omni Multimedia Group, Inc.
         Former Name if Applicable

         .......................................................................

         Address of Principal Executive Office (Street and Number)

         ..50 Howe Avenue, Millbury, MA 01527...................................
                  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;

         (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 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.

________________________________________________________________________________








                               EXCHANGE ACT FORMS
PART III -- NARRATIVE
________________________________________________________________________________
State below in  reasonable  detail the  reasons  why Form 10-K and Form  10-KSB,
20-F,  11-K,  10-Q and Form 10-QSB,  N-SAR or the  transition  report or portion
thereof could not be filed within the prescribed time period.

         The  Registrant is unable to file its  quarterly  report as a result of
(i)  completion  of ttthe  quarterly  report is taking  longer  than  originally
anticipated.  The  Registrant  expects to file the  quarterly  report within two
business days from the date of this 12b-25 filing.

                                                 (Attach Extra Sheets if Needed)

________________________________________________________________________________
PART IV -- OTHER INFORMATION
________________________________________________________________________________

         (1) Name and  telephone  number of person to  contact in regard to this
notification ....Robert E. Lee..........(508) 865-4451..........................
                    (Name)         (Area Code) (Telephone Number)

         (2) Have all other  periodic  reports  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.

         See Attachment A, which is incorporated herein by reference.

 ........................Omni Multimedia Group, Inc..............................
                  (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 12, 1997             By:..........................................
                                      Robert E. Lee, Chief Financial Officer


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).
________________________________________________________________________________


                                       2







                              GENERAL INSTRUCTIONS

         1. This form is  required  by Rule  12b-25 (17 CFR 240,  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 the public record in the Commission files.

         3. A manually  signed copy of the form and amendments  thereto shall be
field 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 ('232.201 or '232.202 of this chapter) or apply for an adjustment
in filing date  pursuant to Rule 13(b) of  Regulation  S-T  ('232.13(b)  of this
chapter).

                                       3








                                  ATTACHMENT A
                                       TO
                                   FORM 12B-25
                                       FOR
                           OMNI MULTIMEDIA GROUP, INC.

PART IV - OTHER INFORMATION

Item 3 - Change in Results of Operations.

         The Registrant  currently  anticipates that the statement of operations
to be included in its quarterly report on Form 10-Q for the fiscal quarter ended
June 28, 1997 ("First Quarter 1998") will reflect a loss of approximately  $2.78
million on net sales of approximately $5.5 million, as compared to a net loss of
approximately $1,820,004 on net sales of approximately $2,432,189 for the fiscal
quarter ended June 29, 1996 ("First Quarter 1997").  The increased loss in First
Quarter 1998 is primarily attributable to the higher fixed costs associated with
the  Registrant's  new CD-ROM  manufacturing  facilities as contrasted to losses
from  significantly  lower  sales  from the  Registrant's  lower  cost  diskette
replication services during First Quarter 1997.


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