UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: March 31, 2002
[ ] 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-K, 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-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 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 Annual Report on Form 10-K for the year
ended March 31, 2002 (the "Annual Report") due to the Registrant's recent change
in independent accountants which has delayed the Registrant's preparation and
review of the Annual Report. On June 19, 2002, the Registrant filed a Current
Report on Form 8-K reporting under Item 4 of such report that, on June 12, 2002,
the Registrant determined it would no longer engage Arthur Andersen LLP as the
Registrant's independent public accountant and engaged Deloitte & Touche LLP as
the Registrant's new independent accountants. 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
Henk H. Evers 770 434-3670
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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). [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.
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The Registrant expects to report a net loss of approximately $1.8 million for
the year ended March 31, 2002 compared to a net loss of $400,000 for the year
ended March 31, 2001. This change is due in part to the fact that the net loss
for the year ended March 31, 2001 was offset by a gain from the sale of the
Registrant's hotel property in Longwood, Florida during such year. In addition,
the Registrant's estimated net loss for the year ended March 31, 2002, includes
approximately $600,000 of loss relating to the Registrant's consolidation of the
financial statements of Louisville Hotel, LLC during the year ended March 31,
2002.
SIGNATURE
Ridgewood Hotels, Inc. has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: June 28, 2002
By /s/ Peter M. Conboy
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Peter M. Conboy
Director of Finance & Accounting
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