U.S. 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
[ ] Form 10-Q [ ] Form N-SAR [ X ] Form 10-KSB
[ ] Form 10-QSB
For Period Ended: December 31, 2001 SEC File Number: 000-20995
[ ] 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:
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PART I - REGISTRANT INFORMATION
EDGE TECHNOLOGY GROUP, INC.
(Full Name of Registrant)
6611 Hillcrest Avenue, #223
(Address of Principal Executive Office)
Dallas, Texas 75205
(City and State) (Zip Code)
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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 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 on Form 10-KSB will be filed
on or before the fifteenth 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 the Form 10-KSB
could not be filed within the prescribed time period.
See Attachment III
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
J. David Washburn 214 761.4309
(Name) (Area Code) (Telephone Number)
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(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 been filed? [ X ] Yes [ ] No
If answer is no, identify reports.
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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? SEE ATTACHMENT IV(3) [ 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.
EDGE TECHNOLOGY GROUP, INC.
(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 1, 2002
By: /s/ DAVID N. PILOTTE
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Name: David N. Pilotte
Title: Executive Vice President and
Chief Financial Officer
ATTENTION
Intentional misstatements or omissions constitute Federal
Criminal Violations (see 18 U.S.C. 1001).
ATTACHMENT III
TO
NOTIFICATION OF LATE FILING
OF FORM 10-KSB
FOR FISCAL YEAR ENDED DECEMBER 31, 2001
The Registrant was unable to file on April 1, 2002, its Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2001
("Form 10-KSB") because (i) the transition of accounting functions
after the sale of its One-on-One business in September 2001, (ii) the
Registrant's principal financial and accounting officer has changed at
various times throughout the period covered by the Form 10-KSB, and
(iii) the Registrant moved its executive offices from Boca Raton,
Florida to Dallas, Texas during the third quarter of 2001 resulting
in further delays. Despite its efforts, the Registrant has not been
able to assemble its financial information to enable it to timely
and accurately complete its Form 10-KSB without unreasonable effort
or expense.
ATTACHMENT IV(3)
TO
NOTIFICATION OF LATE FILING
OF FORM 10-KSB
FOR FISCAL YEAR ENDED DECEMBER 31, 2001
Preliminary review of the financial results for the year
ended December 31, 2001, as compared to the prior year reflects a
sales decline of approximately $800,000 (66%). The decline is
primarily attributable to the fact that, before the sale of its
One-on-One business in September 2001, the Registrant
participated in significantly fewer golfing events in 2001 as
compared to 2000. However, due to a significantly lower cost of
sales, gross profit for the year is expected to increase by
approximately $150,000 (125%).
Charges for asset impairment are expected to total $3.5 to
$3.8 million in the current year compared to $545,000 in the
prior year. The current year impairments were related to the
Registrant's investment in PurchasePooling.
A loss on the sale of the One-on-One business is expected to
be approximately $560,000. No corresponding item was recorded in
the prior year.
An amount of approximately $4.8 million was recorded as a
loss on the conversion of debt in the prior year. No corresponding
item was recorded in the current year.
The net loss before provision for preferred dividends for
the year ended December 31, 2001, is expected to be between $7.5
and $8.0 million compared to a loss of approximately $9.0 million
in the prior year.