Brite-Strike Tactical Illumination Products Inc – ‘NT 10-K’ for 12/31/96

As of:  Monday, 3/31/97   ·   For:  12/31/96   ·   Accession #:  912057-97-11427   ·   File #:  0-21049

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Notice of a Late Filing of a Form 10-K   —   Form 12b-25
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NT 10-K     10-K                                                   3     16K 

NT 10-K
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       UNITED STATES
      SECURITIES AND EXCHANGE COMMISSION
      WASHINGTON, D.C. 20549

       FORM 12b-25

       NOTIFICATION OF LATE FILING

(CHECK ONE):  /X/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR 

For Period 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:              
                                                ------------------------------
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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.        
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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                                                

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Full Name of Registrant                                                         

Global One Distribution & Merchandising Inc.                                    
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Former Name if Applicable                                                       

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Address of Principal Executive Office (Street and Number)                       

5548 Lindbergh Lane                                                             
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City, State and Zip Code                                                        

Bell, CA 90201-6410                                                             
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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)                       

/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 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-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.              

PART III -- NARRATIVE                                                           

State below in reasonable detail the reasons why Form 10-K, 11-K, 10-Q,         
N-SAR or the transition report portion thereof could not be filed within        
the prescribed time period. (Attach extra sheets if needed.)                    

The principal cause of our failure to timely file our Annual Report on Form     
10-K is our difficulty in obtaining final year-end results for our former       
51%-owned subsidiary, Stanley DeSantis, Inc. ("SDI"). We sold our ownership     
in SDI on December 31, 1996 and, accordingly, thereafter we had limited         
access to SDI's financial information. Without receiving SDI's financial        
statements in a timely manner, we were unable to conclude our internal audit    
procedures until March 25, 1997. As a result, we were unable to complete        
preparation of the Annual Report on Form 10-K in time for the March 31, 1997    
deadline.                                                                       

                                             (ATTACH EXTRA SHEETS IF NEEDED)
                                                             SEC 1344 (6/84)

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PART IV -- OTHER INFORMATION                                                    

(1) Name and telephone number of person to contact in regard to this            
notification                                                            

      Dru Gartside                   818                584-1388
   ---------------------------------- ----------------- ----------------------
                 (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).                           /X/ Yes  / / No

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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.                                 

We issued a press release on March 27, 1997 regarding our year-end      
results. Total net sales increased 11.0%, or $4.1 million, compared to  
1995. Gross profit decreased $1.6 million, or 10%, primarily due to: (a)
increased sales by SDI which have lower gross profit margins relative to
the Company's other subsidiaries and (b) an increased rate of product   
returns. The consolidated results also include a $2.5 million, or 17%,  
 increase in operating expenses largely as a result of higher salaries and
professional fees. Additionally, the Company realized a $700,000 gain on
the sale of SDI and recorded a $1.0 million income tax benefit as the   
result of its conversion from an S corporation to a C corporation in    
August 1996. The Company, therefore, had a net loss of $2.2 million in  
1996 compared to a profit of $400,000 in 1995.                          

Global One Distribution & Merchandising Inc.  
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(Name of registrant as specified in charter)  

has caused of this notification to be signed on its behalf by the       
undersigned thereunto duly authorized.                                  

Date   March 28, 1997                       By  /s/ Walter M. Lacher    
       ---------------------------------------    ----------------------------
                                       Walter M. Lacher,
                                             Chief Financial 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 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 O-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).                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘NT 10-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/31/97		2					10-Q
		3/28/97		3
		3/27/97		3
		3/25/97		2
For Period End:		12/31/96		1		2			10-K405,  8-K
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