1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
---------------------------
OMB APPROVAL
OMB NUMBER: 3235-0058
Expires: May 31, 1997
Estimated average burden
hours per response ... 2.50
---------------------------
---------------------------
SEC FILE NUMBER
0-22321
---------------------------
---------------------------
CUSIP NUMBER
963278 10 6
---------------------------
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [x] Form 10-Q
[ ] Form N-SAR
For Period Ended: March 31, 1998
----------------------------------------------------
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
------------------------------------------
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.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
------------------------
- -------------------------------------------------------------------------------
PART I
REGISTRANT INFORMATION
Full name of registrant WHEELS SPORTS GROUP, INC.
--------------------------------------------------------
Former name if applicable
- -------------------------------------------------------------------------------
Address of principal executive office (Street and number)
149 GASOLINE ALLEY DRIVE
- -------------------------------------------------------------------------------
City, state and zip code MOORESVILLE, NORTH CAROLINA 28115
- -------------------------------------------------------------------------------
PART II
RULE 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;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day
[x] 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
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
2
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The time required to integrate the operations and financial reporting of the
companies acquired in fiscal year 1997 has been significant. In addition,
the Registrant's Chief Financial Officer recently sustained a personal
injury significantly impairing his ability to perform day-to-day
responsibilities and further hindering the Company's ability to prepare
consolidated financial reports.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
VICTOR H. SHAFFER (704) 662-6442
- -------------------------------------------------------------------------------
(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.
Revenues during the quarter ended March 31, 1998 were approximately
$9,467,000 as compared to revenues of $2,019,000 during the corresponding
quarter in 1997. The Company had an operating income of approximately
$864,000 during the quarter ended March 31, 1998 as compared to an operating
loss of $316,000 during the quarter ended March 31, 1997. The Company had
net income from continuing operations of approximately $328,000 during the
quarter ended March 31, 1998 as compared to a net loss from continuing
operations of $350,000 and a loss of $162,000 from discontinued operations
during the quarter ended March 31, 1997. Substantially all of such changes
are due to two significant acquisitions occurring in the last quarter of
fiscal year 1997, as disclosed in the Company's Annual Report on Form 10-KSB
and in reports on Form 8-K.
- --------------------------------------------------------------------------------
WHEELS SPORTS 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 MAY 15, 1998 By /s/ Victor H. Shaffer
--------------------- --------------------------------
Victor H. Shaffer, Interim Chief
Executive Officer
INSTRUCTION: The form may be signed by an executive office of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).