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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 000-21745
NOTIFICATION OF LATE FILING
Form 10-QSB
For Period Ended: October 10, 1998
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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 subject filing, identify
the item(s) to which the notification relates: N/A
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PART I
REGISTRANT INFORMATION
Full name of Registrant CIAO CUCINA CORPORATION
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Former name if applicable
CIAO LIMITED, INC.
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Address of principal executive office (Street and number)
700 Walnut Street
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City, state and zip code Cincinnati, Ohio 45202
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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 reason 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, 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 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.
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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 thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
On May 21, 1998, the Registrant entered into a management agreement
("Management Agreement") with the Glazier Group, Inc. ("Glazier"), a company
located in New York, whereby Glazier managed the Registrant's operations and
assumed the responsibility for keeping the Registrant's books and records and
preparing the Registrant's financial statements in return for a management fee.
The Registrant entered into the Management Agreement in anticipation of a
potential merger with Glazier and in an attempt to reduce overhead costs. The
Registrant's relationships with most of Registrant's former management personnel
were terminated.
Merger negotiations between the Registrant and Glazier terminated and, on
September 28, 1998, the Management Agreement was terminated. On October 30 ,
1998, the Registrant retained Dean DiGiacinto to provide management services to
the Registrant. On December 7, 1998, the Registrant's relationship with Mr.
DiGiacinto was terminated.
The Registrant's books and records have been returned to the Registrant's
executive offices. However, the books and records are disorganized and may be
incomplete.
On November 3, 1998 the Registrant retained counsel in anticipation of
the potential filing of a bankruptcy petition. On December 11, 1998, the
Registrant filed a voluntary petition under Chapter 11 of the United States
Bankruptcy Code as reported in the Registrant's Current Report on Form 8-K filed
on December 16, 1998.
On December 11, 1998, the Registrant retained counsel to advise the
Registrant regarding security laws issues.
The Registrant is in the process of hiring new management personnel. The
Registrant hired Elliot H. Jablonsky on December 9, 1998 to be the Registrant's
President. Mr. Jablonsky's initial duties include preparing the Registrant's
filings with the Bankruptcy Court, organizing and updating the Registrant's
books and records and preparing the Registrant's Quarterly Report on Form 10-QSB
for the Registrant's quarterly period ended October 10, 1998 ("Third Quarter
Form 10-QSB").
Due to the current state of the Registrant's books and records, turnover at
key managerial positions, managerial under staffing, and disruption in the
provision of legal services to the Registrant prior to the Registrant's
retaining of new securities counsel, it will be at least 3 to 6 weeks before the
Registrant will be able to prepare the financial statements necessary for
preparing the Third Quarter Form 10-QSB and fully and completely respond to the
Items contained in Part II of the Third Quarter Form 10-QSB.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert S. Schwartz (614) 223-9304
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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
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(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.
CIAO CUCINA CORPORATION
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date December 18, 1998 By: /s/ Elliot H. Jablonsky
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Elliot H. Jablonsky, President
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
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ANTICIPATED SIGNIFICANT CHANGE IN RESULTS OF OPERATIONS
The Registrant anticipates that the earnings statement to be included in
the Third Quarter Form 10-QSB will reflect a significant change in the results
of the Registrant's operations from the third quarter of 1997. The Registrant's
financial condition has deteriorated to the point that the Registrant has filed
a voluntary petition under Chapter 11 of the United States Bankruptcy Code.
Certain restaurant locations owned by the Registrant as of the end of the third
quarter of 1997 have subsequently been sold. A reasonable estimate of the change
in the results of the Registrant's operations cannot be made at this time for
the reasons stated under Part III of this Form 12b-25.
