UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ---------------------
Washington, D.C. 20549 SEC FILE NUMBER
0-27824
FORM 12b-25 ----------------------
NOTIFICATION OF LATE FILING CUSIP NUMBER
784933103
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(Check One):[ ]Form 10-KSB [ ]Form 20-F [ ]Form 11-K [X] Form 10-Q [ ]Form N-SAR
For Period Ended: March 31, 2000
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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 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:
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PART I -- REGISTRANT INFORMATION
SPAR Group, Inc.
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Full Name of Registrant
PIA Merchandising Services, Inc.
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Former Name if Applicable
580 White Plains Road
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Address of Principal Executive Office (Street and Number)
Tarrytown, NY 10591
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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)
[a ] The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[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,
[X] 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 12-b-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,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
SEE ATTACHMENT A
(ATTACH EXTRA SHEETS IF NEEDED)
PART IV -- OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification
Charles Cimitile, Chief Financial Officer 914 332-4100
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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, YES No
identify report(s) [X] [ ]
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 YES No
included in Yes No the subject report or portion thereof? [X] [ ]
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of results cannot be made.
SEE ATTACHMENT B
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SPAR 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 15, 2000 By: /s/ Charles Cimitile
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Name: Charles Cimitile
Title: Chief Financial
Officer
ATTACHMENT A
PART III - NARRATIVE
The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2000 could not be filed within the prescribed time period since the
Registrant has not finalized all of its accounting matters in connection with
the recent reverse merger of its subsidiary with SPAR Acquisition, Inc. As a
result, the financial statements of the Registrant for the fiscal quarter ended
March 31, 2000 and the notes thereto, have not yet been completed.
ATTACHMENT B
PART IV - OTHER INFORMATION
The Registrant anticipates reporting that the results of operations for the
fiscal quarter ended March 31, 2000 have substantially changed in comparison
with the results of operations for the fiscal quarter ended March 31, 1999. The
reverse merger between a subsidiary of SPAR Group, Inc. (f/k/a PIA Merchandising
Services, Inc.) and SPAR Acquisition, Inc., consummated on July 8, 1999, has
been accounted for as required under GAAP as a purchase by SPAR Acquisition,
Inc. and its subsidiaries of PIA Merchandising, Inc. (SPAR Group, Inc.
pre-merger) and its subsidiaries, with the books and records of the Registrant
being adjusted to reflect the historical operating results of SPAR Acquisition,
Inc. As a result, the quarter-to-quarter comparisons will not include any of the
revenues and expenses of PIA Merchandising Services, Inc. (SPAR Group, Inc.
pre-merger) prior to July 8, 1999 (including all of 1998), or any revenues or
expenses of the business acquired by SPAR Performance Group, Inc., an indirect
subsidiary of SPAR Group, Inc., prior to January 15, 1999 (including all of
1998), in the revenues and expenses of the SPAR Group prior to such dates.
The Registrant cannot, at this time, present a reasonable estimate of the
results of operations as an analysis of the financial treatment of certain
matters has not been completed.