U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[X] Form 10-K [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1996
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[X] 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: December 31, 1996
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Read Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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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
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Full Name of Registrant: Headstrong Group, Inc.
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Former Name if Applicable:
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5 Lexington Avenue
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Address of Principal Executive Office (Street and Number)
East Brunswick, New Jersey 08816
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City, State and Zip Code
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Part II - Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b) [Paragraph 23,047],
the following should be completed. (Check box, if appropriate)
[X] (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, Form 20-F, 11-K or 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 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 [Amended in Release No. 34-26589 (Paragraph 72,435), effective April
12, 1989, 54 F.R. 10306.]
[ ] (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
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State below in reasonable detail the reasons why the Form 1O-K, 20-F, 11-K,
10-Q, N- SAR, or the transition report or portion thereof could not be filed
within the prescribed time period. [Amended in Release No. 34-26589 (Paragraph
72,435), effective April 12, 1989, 54 F.R. 10306.]
Headstrong Group Inc. has changed auditors from 1995. Form 8-Ks were filed
to announce the change of auditors. The change was not due to a dispute
regarding accounting principles, nor was it due to a dispute over the financial
statements themselves. This change occurred late in the year, precluding the
timely completion of their independent audit.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard to this
notification:
Jerry Orodenker 908 254-3433
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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
(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.
Expected Change in Results of Operation
Headstrong Group, Inc. (the "Company") expects significant improvement
in the net loss that will be reported for the year ended December 31, 1996 as
compared to the previous fiscal year. The Company expects that the net loss that
will be reported for 1996 will be approximately 6 to 7 million dollars less than
the net loss reported for the previous year. The Company contributes this
expected improvement to significant reductions in (i) its cost of goods sold,
(ii) its sales, general and administrative expenses, and, to a lesser extent,
(iii) an increase in revenue and interest income.
Specifically, the Company expects that its cost of goods sold could be
reduced by as much as 35% ($2,500,000) primarily as a result of improved
purchasing procedures and identification of lower cost suppliers. Sales, general
and administrative expenses are expected to be approximately 50% less than the
prior year ($3,500,000) primarily as a result of the extraordinary settlement
amounts and legal expenses incurred during 1995 and not in 1996. The Company
expects revenue to increase by approximately $500,000 because of its enhanced
marketing efforts.
Headstrong Group, Inc.
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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.
Headstrong Group, Inc.
Date: March 31, 1997 By: /s/ Dale Friedman
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Its: President
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