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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SEC FILE NUMBER
FORM 12b-25 0-8115
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NOTIFICATION OF LATE FILING CUSIP NUMBER
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(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F
[ ] Form 11-K X Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For Period Ended: March 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:
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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.
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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
PH Group Inc.
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Full Name of Registrant
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Former Name if Applicable
2241 CityGate Drive
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Address of Principal Executive Office (Street and Number)
Columbus, Ohio 43219
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City, State and Zip Code
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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)
(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 quarterly report on Form 10-QSB or portion thereof will be
filed on or before the fifth calendar day following the prescribed due
date.
(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 Form 10-QSB or portion thereof
could not be filed within the prescribed time period.
The Company is currently negotiating with banks and/or other potential equity
investors regarding new financing agreements. Final documentation regarding such
pending financing transactions cannot be obtained by May 15, 2000. Obtaining the
financing affects the classification of such debts in the Company's financial
statements.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Kenneth P. Furlong 614 416-7250
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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 answer is no,
identify report(s). [ ] Yes [X] No
Form 12b-25 was filed for the Company's June 30, 1999 Form 10-QSB and also
for the Company's December 31, 1999 Form 10-KSB.
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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 Company expects to report a loss from operations which compares to the
prior year break-even results. The Company was unable to ship a major order
in the first quarter that would have increased sales $1.5 million in the
period. This is expected to contribute $.4 million to gross profit. The
Company expects the order to be completed in the second quarter of 2000.
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PH 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 May 12, 2000 By /s/ C. T. Sherman
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Charles T. Sherman, President
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 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 the 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 (ss. 232.201 or ss. 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (ss.
232.13(b) of this chapter). [Added in Release No. 34-31905) (P. 85,111),
effective April 26, 1993, 58 FR 14628; and Release No. 34-35113 (P. 85,475),
effective January 30, 1995, 59 F.R. 67752.]