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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-21910
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: July 27, 1996
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[ ] 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:
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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.
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
Full name of registrant Kids Mart, Inc.
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Former name if applicable Frost Hanna Acquisition Group, Inc.
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Address of principal executive office (Street and number) 801 Sentous Avenue
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City, State and Zip Code City of Industry, California 91784
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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 appropriate box.)
[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, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th 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
[ ] (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
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.)
Please see attached.
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Robert Kelleher (818) 854-3166
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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 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.
Kids Mart, Inc. (f/k/a Frost Hanna Acquisition 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 11, 1996 By /s/ Robert Kelleher
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Robert Kelleher
Vice President, Chief Operating Officer and
Chief Financial Officer
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PART III - (NARRATIVE)
The results of operations for the prior year (December 31, 1994)
represent the activities of Frost Hanna Acquisition Group, Inc. (the
"Registrant"). The prior year results reflect no revenue because the Registrant
was formed as a "blind pool" in April 1993 to serve as a vehicle to effect a
merger, exchange of capital stock, asset acquisition or other similar business
combination with an operating business. On January 3, 1996, the Registrant
consummated a business combination with LFS Acquisition Corp., a Delaware
corporation ("LFS"), pursuant to an Agreement and Plan of Merger and
Reorganization dated May 31, 1995. LFS was formed on May 26, 1995, for the
purpose of acquiring the Little Folks and Kids Mart ("Little Folks") business
from Woolworth Corporation ("Woolworth") on May 31, 1995. In January 1996 the
Registrant changed its fiscal year end from December 31 to January 27, 1996 and,
thereafter to the Saturday closest to the last day of January, to correspond
with LFS's fiscal year end. At the same time, the Registrant retained Deloitte &
Touche, LLP ("Deloitte"), the independent auditors of LFS, as its auditors,
replacing Arthur Andersen & Co., LLP. All of these events were reported in a
Current Report on Form 8-K filed with the SEC on January 12, 1996.
As a result of this merger, the Registrant is required to present the
historical financial information of LFS in its filings pursuant to the
Securities Exchange Act of 1934. That information, in turn, should include the
results of operations of LFS's predecessor, Little Folks. Little Folks was an
active retailer with substantial revenues. As a consequence, the results of
operations for the Registrant for the quarter ended July 27, 1996 will
necessarily show a significant change in results of operations from the
corresponding period in the previous year.
The company is in the process of converting its financial software and
merchandising software systems. Due to the demands of this process, the
financial data and information required to be included herein could not have
been compiled by Registrant within the prescribed period without unreasonable
effort and expense.
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