NEXLAND INC
NT 10-K, 2000-03-31
METAL MINING
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                                               Commission File Number
                                               Cusip Number

                           NOTIFICATION OF LATE FILING


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

               For Period Ended: December 31, 1999

     [_]  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 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.

     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

                                       1

<PAGE>


Nexland, Inc.
- ------------------------
Full Name of Registrant


Windstar Resources, Inc.
- -------------------------
Former Name if Applicable


20801 Biscayne Boulevard
- ---------------------------------------------------------
Address of Principal Executive Office (Street and Number)


Aventura, Florida 33180
- ------------------------
City, State and Zip Code



                        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; | | (b)
     The subject annual report, semi-annual report, transition report | on Form
     10-K, Form 20-F, Form 11-K or Form N-SAR, or portion
[ ]  |         thereof  will  be  filed  on or  before  the  15th  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.


                                       2

<PAGE>


                              PART - III NARRATIVE

State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or
the transition report portion thereof could not be filed within the prescribed
time period. (Attach extra sheets if needed.)

         Registrant is in the process of filing an S1-A with the Securities and
Exchange Commission this week. In addition, Registrant is awaiting receipt of
its audited financial reports.


                           PART IV - OTHER INFORMATION

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

Allan M. Lerner, Esq.              (954)                563-8111
- --------------------------------------------------------------------------------
      (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 the 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 the 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.


Nexland, Inc.
- --------------------------------------------
(Name of Registrant as Specified in Charter)

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


                                       3
<PAGE>


Date March 17, 2000                 By:     /s/
                                            --------------------
                                            Gregory S. Levine


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 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 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 or apply for an adjustment in filing date
         pursuant to Rule 13(b) of Regulation S-T.

                                       4




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