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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 0-22563
CUSIP Number: 12512T102
12512T110
12512T201
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, 1998
[ ] 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: ____________________________________________
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
Full name of registrant CDSI HOLDINGS INC.
Former name if applicable PC411, INC.
Address of principal executive office 100 S.E. SECOND STREET
City, State and Zip Code MIAMI, FLORIDA 33131
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 appropriate box.)
[ 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.
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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 portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The registrant could not obtain all the required information necessary to
complete the annual report on Form 10-K.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
J. BRYANT KIRKLAND III 305 579-8000
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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
registrants were 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?
[ 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.
CDSI HOLDINGS INC.
(Name of registrant as specified in charter.)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date 4/1/99 By /S/ J. Bryant Kirkland III
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J. Bryant Kirkland III
Vice President,
Chief Financial Officer and Treasurer
Part IV - Other Information - Section 3
For the year ended December 31, 1998, CDSI Holdings Inc. ("CDSI") will report
revenues of approximately $122,545 and a net loss applicable to common stock of
$2,356,807 compared to revenues of approximately $143,132 and a net loss
applicable to common stock of $1,339,835 for the same period in 1997.
The decrease in revenues of approximately $20,587 is due to the $63,113 decrease
in revenues associated with the Company's on-line electronic distribution
service (the "PC411 Service") and an increase of revenues of $42,526 associated
with the Company's subsidiary, Controlled Distribution Systems, Inc. ("CDS"),
which markets an inventory control system for tobacco products. The Company
acquired CDS in May, 1998 and contributed the non-cash assets and certain
liabilities of the PC411 Service to Digital Asset Management Inc. ("DAMI") on
November 5, 1998. The Company received preferred stock representing an initial
42.5% interest in DAMI in exchange for the PC411 Service.
The increase in net loss applicable to common stock of $1,016,972 is due
primarily to an increase in the PC411 Service's loss of $201,878, CDS' loss of
$937,407 and a net loss of $133,874 from an equity loss in DAMI offset by the
absence of interest expense ($94,002 in 1997) and preferred dividends ($132,679
in 1997) in 1998.
