Commission File No.: 0-25110
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): Form 10-K Form 11-K Form 20-F [X] Form 10-Q Form N-SAR
For Period Ended: Quarter Ended December 31, 1996
[ ] 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 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
Childrobics, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
1745 Express Drive North
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Hauupauge, N.Y. 11788
- --------------------------------------------------------------------------------
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 or 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
[X] (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-QSB,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if Needed)
On September 30, 1996, the Company merged with Just Kiddie Rides, Inc. which has
taken more time than anticipated to assimilate than anticipated due to a change
in management of the Company, a move in December 1996 to a new executive office
in Hauppauge, N.Y., and a change in the Company's year end from one ending on
June 30 to one ending on September 30. In addition, the Company has been
actively seeking additional equity financing in order to relieve the current
liquidity crisis effecting operations. All of these things have contributed to
the Company not meeting the current filing deadline for the Company's Form
10-QSB due February 14, 1997. It is anticipated that the Company will file the
required Form 10-QSB within the prescribed 5 days extension period.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Gerard Reda, President and CEO 516 851-0055
-------------------------------- ----------- ---------------
(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 reports)
been filed? If answer is no, identify reports
[X]
Yes No
(3) Is it anticipated that any significant change in results of the
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.
See attached Rider A
CHILDROBICS, INC.
-------------------------------------------
(Name of Registrant as Specified in Charter
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date February 17, 1997 By Gerard A. Reda, President and CEO
------------------------- ----------------------------------
(Print Name and Title)
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 within the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
1. This form is required by Rule 12b-25 (17 CFR 240.12.b-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 notification 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.
Rider A to Form 12b-25
of
Childrobics, Inc.
The Company anticipates that total revenues for the three month period ended
December 31, 1996 were $2,211,760 compared to $1,643,477 for the three month
period ended December 31, 1995 which represents a $568,283 increase, or 35%. The
increase was due principally to the merger with Just Kiddie Rides, Inc. on
September 30, 1996, offset by a decrease in the Company's existing equipment
sales segment.
Total Company gross profits for the three month period ended December 31, 1996
were $179,199, or 8.1% of total sales, compared to a gross loss of $13,000 for
the three month period ended December 31, 1995. Although current period margins
have improved compared to the prior year, in genera, the Company believes that
there is still significant room for improvement. Current margins were impacted
by the recent change in company management resulting from the merger of the
Company and Just Kiddie Rides, Inc., its continuing cash flow problems which
prevented the company from acquiring sufficient equipment for its routes and for
resale and the loss of certain customers on its route operations due to the
Company's previous operating history before the merger. The Company believes
these problems to be short term in nature.
Total operating expenses were $1,043,390, or 47% of gross sales, in the current
three month period compared to $389,128, or 24% of gross sales for the three
months ended December 31, 1995.The principle components of operating expenses
were: personnel costs of $327,000, directors stock option compensation of
$208,000, travel and auto expenses of $108,000, rent, utilities and facility
costs of $84,000, professional fees of $79,100, general office expenses of
$75,000, advertising of $63,600, insurance of $37,400 and losses associated with
the write down of leasehold improvements at vacated facilities of $25,600. The
principal components of operating expenses for the period ended December 31,
1995 were: personnel costs of $295,200, professional fees of $70,500,
advertising and travel of $10,700 and insurance of $5,500.
The Company incurred interest expense of $178,570 in the current three month
period related to certain equipment notes, several lines of credit from banks
and a capitalized lease. Interest expense for the prior year three month period
was $21,690 and was attributable to existing equipment loans during that period.
Amortization expense for the current three month period totalled $169,673 which
was composed of amortization related to organization expenses for the Group Coin
acquisition in March 1995 of $5,030, a non-compete agreement issued in the Just
Kiddie merger of $10,416, goodwill of $34,607 and amortization of deferred debt
expense of $119,620related to the 5,000,000 restricted shares of Common Stock
given to the Lender of the $1,500,000 loan the Company received on October 3,
1996.
The Company reported a net loss of $1,212,434, or $.08 per share, for the
current three month period compared to a net loss of $766,475, or $.08 per
share, for the prior three month period ended December 31, 1996. Included in the
prior three month results were losses from discontinued operations of $312,574.