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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SEC File Number
0-25334
FORM 12b-25
Notification of Late Filing
CUSIP Number
38982E200
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|X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR
For Period Ended: December 31, 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
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:
N/A
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PART I - REGISTRANT INFORMATION
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THE GREAT AMERICAN BACKRUB STORE, INC.
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(Exact Name of Registrant as Specified in Charter)
4500 140TH AVENUE NORTH, SUITE 221, CLEARWATER FLORIDA
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(Address of Principal Executive Office)
33762
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(Zip Code)
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PART II - RULES 12B-25 (B) AND (C)
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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 unreasonable effort or expense;
[X] (b) The subject annual report or semi-annual report/portion thereof will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report/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
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State below in reasonable detail the reasons why the Form 10-K, 11-K, 20-F, 10-Q
or N-SAR or portion thereof could not be filed within the prescribed time:
The Company, in connection with the acquisition of assets, changed
management on October 16, 1997. In addition, the Company changed
auditors on January 30, 1998. As a result of these changes, the
completion of the Company's audit could not be accomplished by the due
date without unreasonable effort and expense.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
David West, CFO (813) 532-4818
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(2) Have all other periodic reports required (under Section 13 or 15(d) of the
Securities and 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 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?
[_] 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 can not be made.
N/A
THE GREAT AMERICAN BACKRUB STORE, INC. has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated: March 31, 1998 THE GREAT AMERICAN BACKRUB STORE, INC.
By: /s/ DAVID WEST
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David West, CFO
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ATTENTION
Intentional misstatements or omissions of act constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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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 and 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, DC 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 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.
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WEINBERG & COMPANY, P.A.
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CERTIFIED PUBLIC ACCOUNTANTS
March 31, 1998
U.S. Securities and Exchange Commission
Washington, D.C. 20549
RE: THE GREAT AMERICAN BACKRUB STORE, INC.
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This letter is supplied pursuant to part 2(c) of Form 12b-25, Notification of
Late Filing, with regard to the above captioned. Please be advised that we were
engaged as the Certified Public Accountants for this entity at the end of
January 1998. Because of situations beyond our control, we had been unable to
meet with the predecessor auditors for the Company until this week. We have
initiated fieldwork, and based upon the cooperation with the Company, we are
currently taking steps to complete the audit. However, because of the inability
to obtain full cooperation from the predecessor auditors, our audit cannot be
completed by March 31, 1998.
Very truly yours,
WEINBERG & COMPANY, P.A.
Elliott A. Weinberg, CPA
EAW:1hr
