FIDELITY HOLDINGS INC
NT 10-K, 1999-03-30
RADIOTELEPHONE COMMUNICATIONS
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FILER:

      COMPANY DATA:
            COMPANY CONFORMED NAME:                   FIDELITY HOLDINGS INC
            CENTRAL INDEX KEY:                        0001009779
            STANDARD INDUSTRIAL CLASSIFICATION:       RADIO TELEPHONE
            COMMUNICATIONS [4812]
            IRS NUMBER:                               113292094
            STATE OF INCORPORATION:                   NV
            FISCAL YEAR END:                          1231

      FILING VALUES:
            FORM TYPE:                                10KSB
            SEC ACT:                                  1934 Act
            SEC FILE NUMBER:
            FILM NUMBER:

      BUSINESS ADDRESS:
            STREET 1:         80-02 KEW GARDENS RD., SUITE5000
            CITY:             KEW GARDENS
            STATE:            NY
            ZIP:              11415
            BUSINESS PHONE:   7185206500

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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
                       ----------------------------------
                                 SEC FILE NUMBER
                                     0-29182
                       ----------------------------------
                                  CUSIP NUMBER
                                   31617J-10-8
                       ----------------------------------

(Check One):
   |x| Form 10-KSB |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR

      For Period Ended: December 31, 1998 
      |_| 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: _______________________

- --------------------------------------------------------------------------------
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:_____________________________
<PAGE>

PART I - REGISTRANT INFORMATION

FIDELITY HOLDINGS INC.
- ------------------------------------------------------------------------
Full Name of Registrant


- ------------------------------------------------------------------------
Former Name if Applicable

80-02 Kew Gardens Rd.
- ------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

Kew Gardens, NY 11415
- ------------------------------------------------------------------------
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).

|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-KSB, Form 20F, 11-K, 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 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.

PART III - NARRATIVE

State below in reasonable detail why the Form 10-KSB, 11-K, 10-Q, N-SAR, or the
transition report or portion thereof, could not be filed within the prescribed
time period (Attach Extra Sheets If Needed).

      The Form 10-KSB could not be filed within the prescribed time period due
      to unforeseen delays arising in its preparation. The year-end audit was
<PAGE>

      delayed and, although the audit will be completed in the prescribed time
      period, information could not be integrated from the financial statements
      into the body of the Form 10-KSB within the prescribed time period.

PART IV - OTHER INFORMATION

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

                Doron Cohen                   718                 520-6500
      ---------------------------------    ---------          ----------------
                   (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 reports) been filed? If
      answer is no, identify report(s). |x| Yes |_| No

(3)   Is it anticipated that any significant change in results of operations
      from the corresponding period for that last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof. |_| Yes |x| 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:

================================================================================

                             Fidelity Holdings Inc.
- --------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

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

Date:    March 30, 1999                    By /s/ Doron Cohen
        ----------------               --------------------------
                                         Doron Cohen, President

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
<PAGE>

statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidenced 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 0-3 of the
      General Rules and Regulations of 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 l2b-25 but need
      not restate information that has been correctly furnished. The form shall
      be clearly identified as an amended notification.



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