UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 033-07106-A
CUSIP Number: 638910 30 7
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended June 30, 2007
|_| 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: ____________________
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
NATURADE, INC.
(Full Name of Registrant)
N/A
(Former Name if Applicable)
2099 S. State College Blvd., Suite 210
(Address of Principal Executive Office (Street and Number))
Anaheim, CA 92806
(City, State and Zip Code)
-1-
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;
|X| (b) The Company anticipates that the subject annual report, semi-annual
report, transition report on Form 10-K, 20-F, 11-K or 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-Q or subject distribution
report on Form 10-D, 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, 10-D N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
Due to the significant time involved the complex nature of
the accounting for the Registrant's recent Chapter 11 Bankruptcy
Matter before the Court and related legal matters, the
Registrant requires additional time to complete the financial
statements required by the Registrant's Quarterly Report on Form
10-Q (the "Form 10-Q"). As a result, the Registrant will not be
able to timely file the Form 10-Q without unreasonable effort
and expense.
The Registrant anticipates it will be able to file the
Form 10-Q within the extension period permitted by this filing.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Richard Munro (714) 860-7600
-------------------------------------------------------
(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).
-2-
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations for
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.
NATURADE, 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: August 14, 2007 By: /s/Richard Munro
-----------------------
Richard Munro,
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.
PART IV -- OTHER INFORMATION
(3) Explanation of Significant Changes in Operating Results for the three and
six months ended June 30, 2007 versus the three and six months ended June
30, 2006.
Except for the historical information contained herein, the matters
addressed in this Notification of Late Filing on Form 12b-25 ("Form 12b-25")
contain statements which constitute "forward-looking statements," including
whether the Quarterly Report on Form 10-Q can be filed within the extension
period permitted by this filing and the anticipated financial results discussed
below. Forward-looking statements may be identified by the use of the words
"anticipates," "expects," "intends," "plans," and variations or similar
expressions. These forward-looking statements are subject to a variety of risks
and uncertainties many of which are beyond our control, which could cause actual
results to differ materially from those anticipated by us. In addition, the
information set forth in the reports we file from time to time with the SEC
describe certain additional risks and uncertainties that could cause actual
results to vary materially from the future results covered in such
forward-looking statements. You should not place undue reliance on any of these
forward-looking statements, which speak only as of the date hereof. We undertake
no obligation to update any of these forward-looking statements to reflect
events or circumstances after the date of this Form 12b-25 or to reflect the
occurrence of unexpected events.
Net Sales & Gross Profit
The Registrant will report a substantially lower net sales and gross
profit for the three and six months ending in June 30, 2007. The Registrant
reported net sales and gross profit for the comparable periods of 2006 in the
amount of $2,786,622 for the three months ended June 30, 2006, and net sales for
the six months ended June 30, 2006 of $6,582,134. It is expected that the net
sales and gross profit will be significantly lower by approximately half and the
Company estimates that net sales will be in the range of $1,300,000 to
$1,370,000 for the three months ended June 30, 2007 and in the range of
$2,650,000 to $2,750,000 for the six months ended June 30, 2007. In addition,
the Company estimates that the gross profit will be in the range of $300,000 to
$350,000 for the three month period ending June 30, 2007 and the gross profit
will be in the range of $750,000 to $850,000 for the six months ending June 30,
2007. This reduction in sales and gross profit is principally attributed to the
Company's restructuring under Chapter 11 of the U.S. Bankruptcy Code.