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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SEC File Number 0-28728
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: March 31, 1997
[ ] 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 notification relates:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant: NetLive Communications, Inc.
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Former Name if Applicable:
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Address of Principal Executive Office (Street and Number):
584 Broadway, New York, NY 10012
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City, State and Zip Code:
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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 subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 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.
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PART III -- NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 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.)
Due to the change in the Registrant's senior management and the principal
focus of its business, additional information was needed to file a complete
and accurate annual report. The Registrant thus was unable to file its 10-KSB
within the prescribed period without unreasonable effort or expense.
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General Reporting Rules
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Andrew Schwartz 212 343-7082
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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, 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.
The Registrant estimates net loss from operations of approximately $2,045,000
for the year ended March 31, 1997, as compared to $243,000 for the year ended
March 31, 1996. This change in the results of operations is principally
attributable to an increase in selling, general and administrative expenses,
including research and development.
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NetLive Communications, 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: June 30, 1997 By: /s/ Andrew Schwartz
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Name: Andrew Schwartz
Title: Secretary & Treasurer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized repesentative. 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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (Sec. 18 U.S.C. 1001).
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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 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.
