UNITED STATES
SECURITIES AND EXCHANGE COMMISSION +-------------+
WASHINGTON D.C. 20549 | OMB Number |
| 3235-0058 |
FORM 12b-25 | expires |
NOTIFICATION OF LATE FILING | 01/31/2005 |
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| SEC File # |
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| CUSIP # |
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(Check One)
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ]Form 10-Q
[ ] Form N-SAR
For Period Ended: June 30, 2004
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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: ________________________
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|Read Instruction (on back page) Before Preparing Form. Please Print or Type. |
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| 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
Maxxis Group, Inc.
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Full Name of Registrant:
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Former Name if Applicable
1901 Montreal Road, Suite 108
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Address of Principal Executive Office (Street and Number)
Tucker, Georgia 30084
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City, State, 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;
(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 of transition report on Form 10-QSB, 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 Forms 10-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.
The Company is unable to complete the review of its financial statements for the
Year ended June 30, 2004, and the Annual Report on Form 10-K without
unreasonable effort and expense. On December 9, 2002, the Company's former
auditor notified the Company of its decision to resign as independent auditor
and withdraw its report, dated January 31, 2002, on the Company's financial
statements for the fiscal year ending June 30, 2001. On April 1, 2003 the
Company filed a report on Form 8-k with the Securities and Exchange Commission
stating that it had retained Tauber & Balser, P.C. as it's new Auditor to audit
the Balance Sheet of the Company as of June 30, 2003, 2002, 2001, and related
Statements of Operations, Stockholder's Equity, and Cash Flow for the years then
ended. Tauber & Balser are still conducting its audit of the Balance Sheet for
the above periods.
On December 15, 2003, the Company filed for bankruptcy protection under Chapter
11 of the bankruptcy code. The bankruptcy proceedings are continuing. On April
13, 2004, the Company filed a Motion for Order Pursuant to Section 1121(d) of
the Bankruptcy Code Extending the Exclusivity Periods. On May 18, 2004, the
Motion for Order Pursuant to Section 1121(d) of the Bankruptcy Code Extending
the Exclusivity Periods was granted. The bankruptcy proceedings continue.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Alvin Curry (770) 696-6343
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(Name) (Area Code) (Telephone No.)
(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). [ ]Yes [X]No
The Company's Form 10-K for the years 2002, June 30, 2003 and June 30, 2004 have
not been timely filed. The Company's Form 10-Q for the period ending September
30, 2002, April 30, 2003, June 30, 2003, September 30, 2003, December 31, 2003,
March 31, 2004 have not been filed timely.
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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?
[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.
The following estimates are based on our financials statements, which have not
been finalized or subject to review by the Company's Auditors. The Company's
consolidated net sales for the year ended June 30, 2003 and June 30, 2004 were
approximately $5.1 million and $3.2 million, respectively a reduction of 37% in
net sales. Operating losses for the year ended June 30, 2003 and June 30, 2004
are expected to be approximately $4.1 million and $2.5 million, respectively, a
reduction in expenses of 39%.
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Maxxis 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.
Date: September 8, 2004 By: /s/ Alvin Curry
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Alvin Curry
Chief Executive Officer
INSTRUCTION; The form may be signed by an executive officer 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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CRF 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).