UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [x] Form 10-QSB [ ] Form N-SAR
For Period Ended: August 31, 2000
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[ ] 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 INSTRUCTION (ON BACK PAGE) 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.
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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
AMEICAN GROUP, INC.
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Full Name of Registrant
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Former Name if Applicable
10570 Hagen Ranch Road
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Address of Principal Executive Office (STREET AND NUMBER)
Boynton Beach, Fl 33437
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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 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;
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 issuer requires additional time to complete its financial statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert I. Claire 561 391-5555
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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:
AMERICAN 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
hereunto duly authorized.
Date: October 13, 2000 By /s/ Robert I. Claire
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Robert I. Claire
President
AMERICAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three For the three
months ended months ended
August 31, August 31,
2000 1999
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(Unaudited) (Unaudited)
Revenue $ 862,851 $ 572,141
Cost of sales 907,651 578,401
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Gross profit (44,800) (6,260)
Selling, general and administrative expenses 989,745 130,929
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Operating loss (1,034,545) (137,189)
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Other income (expenses):
Interest expense (148,345) (29,032)
Interest income 509 12,544
Other income 4
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(147,836) (16,484)
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Net loss ($1,182,381) ($ 153,673)
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Net loss per share, basic and fully diluted ($ 1.21) ($ 0.17)
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Weighted average shares outstanding 978,827 911,135
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Revenues for the three months ended August 31, 2000 were $862,851 compared to
$572,141 for the three months ended August 31, 1999. The increase in sales can
be attributed to the inclusion of three full months of sales for Torland which
was acquired on August 15, 1999 and an increase in sales at LPS. Gross profit
(loss) margins as a percentage of revenues for the three months ended August 31,
2000 and 1999 were (5.2%) and (1.1%), respectively. The decrease in the gross
profit margin can be attributed to increased labor and material costs as a
percentage of sales. The Company's current facility is not adequate to handle
the volume of business currently in place. Due to the Company's poor cash flow
during the three months ended August 31, 2000, the Company was unable to avail
itself of any purchasing discounts that would have otherwise been available had
the Company been able to make commitments to purchase products at greater
amounts. The Company estimates that the price of material is 20% higher than the
price that could be obtained if the Company were able to take advantage of
volume price concessions. The Company is currently relocating to Homestead, FL
where it is expected to reverse the negative gross profit trend. Operating
expenses for the three months ended August 31, 2000 and 1999 were $989,745 and
$130,929, respectively, consisting of selling, general and administrative
expenses. For the three months ended August 31, 2000 operating expenses include
a payment-in-kind of preferred stock of the Company valued at the stated value
of $800 per share which amounted to approximately $600,344. The net losses for
the three months ended August 31, 2000 and 1999 were $1,182,381 and $153,673,
respectively. The decrease is due to the deterioration of the Company's gross
profit margin during the first quarter of fiscal year 2001, the payment-in-kind
of preferred stock of the Company valued at the stated value of $800 per share
which amounted to approximately $600,344 and the issuance of 300,000 share of
the Company's common stock, valued at $56,550 (market value), in exchange for
the retirement of certain warrants issued in connection with convertible debt
and the extension for payment of this debt.