UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
000-22611
CUSIP NUMBER
20476A 10 0
(Check One): [X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] 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:
PART I - REGISTRANT INFORMATION
Compu-DAWN, Inc.
Full Name of Registrant
Former Name if Applicable
77 Spruce Street
Address of Principal Executive Office (Street and Number)
Cedarhurst, New York 11516
City, State and Zip Code
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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, Form 20-F, 11-K or 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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Company was unable to complete and file its Annual Report on Form
10-KSB for the fiscal year ended December 31, 1998 within the prescribed time
period due to the need to resolve certain issues surrounding the disclosure
relating to the Localnet Communications, Inc. transaction, which closed in
January 1999, and the election of new directors to fill vacancies on the board,
which took effect on March 21, 1999.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Mark Honigsfeld (516) 374-6700
(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 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.
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Total revenues for the year ended December 31, 1998 were $1,248,489 as
compared to $591,375 for the prior year, an increase of $657,114 or 111%. This
increase was a result of a $622,000 increase in software sales and an increase
in maintenance revenues of approximately $35,000.
Total costs and expenses decreased when comparing 1998 to 1997 to
$2,899,697 from $3,537,773.
Programming costs and expenses increased to approximately $460,000 for
1998 from approximately $407,000 for 1997. This increase primarily encompasses
salaries and wages that are related to the Company's main computer programming
system. General and administrative costs decreased from approximately $2,195,000
to approximately $1,924,000 when comparing 1998 to 1997. This decrease was
primarily related to a decrease in sales salaries due to an overall reduction in
the Company's sales force. Research and development costs decreased
significantly from 1997 to 1998, approximately $936,000 to approximately
$516,000, since, during 1998, the Company did not focus on the design or
production of new products, but instead concentrated on enhancing and
maintaining existing products.
The Company's operating loss for 1998 was $1,651,208 as compared to
$2,946,398 for 1997, an improvement of $1,295,190, due to the increase in
revenues and decrease in costs described above.
Compu-DAWN, 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 April 1, 1999 By:\s\ Rudy C. Theale
- -------------------- ------------------------------------
Rudy C. Theale, Jr.
Executive Vice President and Director
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)
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