UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 000-19086
NOTIFICATION OF LATE FILING
| x Form 10-K | o Form 11-K | o Form 20-F | o Form 10-Q | o Form N-SAR |
For Period Ended: April 30, 2012
| o Transition Report on Form 10-K | o Transition Report on Form 10-Q |
| o Transition Report on Form 20-F | o Transition Report on Form N-SAR |
For the Transition Period Ended: ___________________
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 | Drinks Americas Holdings, Ltd. |
| | |
| Former name if applicable | |
| | |
| Address of principal executive office | 424 R Main Street, |
| | |
| City, state and zip code | Ridgefield, Connecticut 06877 |
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.)
| T | (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, 20-F, 11-K or Form 10-Q, 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. |
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.
The compilation, dissemination and review of the information required to be presented in the Form 10-K for the relevant year has imposed time constraints that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the registrant. The registrant undertakes the responsibility to file such annual report no later than fifteen days after its original due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| J. Patrick Kenny | (203) | 762-7000 |
| (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).
T 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?
T 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.
Drinks Americas Holdings, Ltd.
Name of Registrant as Specified in Charter
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: July 30, 2012 /s/ J. Patrick Kenny
By: J. Patrick Kenny
Title: Chief Executive Officer
Explanation of Change for Results of Operation
For the Fiscal Year Ended April 30, 2012
It is anticipated that a 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 Form 10-K. The registrant anticipates its results of operations to reflect an increase in gross margin from $(31,644) to $1,252,670 for the year ended April 30, 2011 and for the year ended April 30, 2012, respectively. The increase in gross margin is attributable to the transition in business model with the addition of distribution rights acquired from Worldwide Beverage Imports, LLC in addition to a premium product selling strategy targeting premium price points for products, low overhead and targeted marketing. Furthermore, the registrant anticipates its results of operations to reflect an increase in total operating expenses from $2,753,547 to $2,814,836 for the year ended April 30, 2011 and for the year ended April 30, 2012, respectively. The increase in expenses were attributable to increased sales commissions, marketing and sales expenses related to an increase in revenues and brand ambassadors and selling staff associated with the companies increased sales.
