UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File No.: 000-21059
CUSIP No.: 004404109
(Check One):
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] 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: Not Applicable
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:
Not Applicable
<PAGE>
PART I--REGISTRANT INFORMATION
Ace*Comm Corporation
Full Name of Registrant
Former Name if Applicable
704 Quince Orchard Road
Address of Principal Executive Office (Street and Number)
Gaithersburg, Maryland 20878
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-K, 20-F, 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.
PART III: NARRATIVE
State below in reasonable detail the reasons why Form 10-K,
11-K, 20-F, 10-Q, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed time period.
<PAGE>
The Registrant is unable file its quarterly report on Form 10-
QS for the period ended December 31, 1998 within the
prescribed time period as a result of the additional demands
placed on the Registrant's management and accounting staff
following the recent departure of the Registrant's independent
auditors. These reasons could not be eliminated by the
Registrant without unreasonable effort or expense.
PART IV: OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Ariel Vannier (202) 962-4867
(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
(3) Is it anticipated that any significant change in results
of operation 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.
See Annex A attached hereto.
ACE*COMM Corporation
(Name of Registrant as Specified in Charter)
<PAGE>
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 16, 1999 By:/s/George T. Jimenez
George T. Jimenez
President and CEO
Annex A to
FORM 12b-25
NOTIFICATION OF LATE FILING
Response to Question 3 of Part IV:
In a press release dated January 26, 1999, the Registrant
reported preliminary estimates of its financial results for
the second quarter ended December 31, 1998. The Registrant
expects to report revenues in the range of $7 million to $7.5
million for the second quarter, compared to $5.5 million for
the second quarter of last year. The Registrant also expects
to report an improved cash position, with cash on hand
of approximately $3 million at December 31, 1998, compared to
$2.75 million at September 30, 1998, reflecting improved
payment terms on new contracts and the results of aggressive
collection of aged accounts receivable. The Registrant also
expects to report that bank debt decreased by approximately $0.8
million from September 30 to December 31, 1998, leaving
essentially no bank debt at December 31. Additional estimates
of changes in results for the current period as compared to
the comparable period last year cannot presently be made for
the reasons stated in Part III above.
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