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: June 30, 2001
[ ] 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 the 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:
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PART I - REGISTRANT INFORMATION
Ridgewood Hotels, Inc.
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Full Name of Registrant
Former Name if Applicable:
1106 Highway 124
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Address of Principal Executive Office (STREET AND NUMBER)
Hoschton, Georgia 30548
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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 appropriate box)
[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-KSB, Form 20-F, 11-K, 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-QSB, 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 the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach Extra Sheets if Needed)
The Registrant could not prepare and file, by the filing deadline, without
unreasonable effort or expense, its Quarterly Report on Form 10-Q for the three
months ended June 30, 2001 (the "Quarterly Report") because due to the
additional time and resources required to consolidate the financial statements
of the Registrant's hotel property located in Louisville, Kentucky (the "Hotel")
into the Registrant's financial statements, the Registrant and its financial
advisors have not been able to complete the Quarterly Report. Therefore, the
Registrant seeks relief pursuant to Rule 12b-25(b).
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Peter Conboy 770 867-9497
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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 reports been filed? If answer is no
identify report(s).
[_] Yes [X] No
The Registrant has not filed by amendment to its Current Report on Form 8-K
filed July 1, 2001, the financial statements set forth in Item 7(a) and
7(b)(i) of such Report but expects to do so on or before August 31, 2001.
(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.
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The Company anticipates a significant change in results of operations for
the quarter ended June 30, 2001 as compared to the corresponding quarter
ended June 30, 2000 may occur as a result of the Company's sale of its
hotel property in Longwood, Florida on May 31, 2000 which resulted in the
Company realizing a non-recurring before tax profit of approximately
$2,856,000 on the sale of the property in the quarter ended June 30, 2000.
SIGNATURE
Ridgewood Hotels, Inc. has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: August 14, 2001
By: /s/ Peter Conboy
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Peter Conboy
Director of Finance and Accounting
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