UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
000-22611
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CUSIP NUMBER
20476A 10 0
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(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 1999
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[ ] 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.
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Full Name of Registrant
________________________
Former Name if Applicable
333 First North Street, Suite 200
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Address of Principal Executive Office (Street and Number)
Jacksonville Beach, Florida 32250
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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 Quarterly Report on
Form 10-QSB for the three months ended September 30, 1999 within the prescribed
time period due to a change in the Company's auditors in October 1999.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
David Greenspan (904) 249-0926
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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
(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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Revenues for the three months ended September 30, 1999, from continuing
operations, were $30,000 as compared to $0 for the three months ended September
30, 1998 and 358,000 for the nine-month period ended September 30, 1999 versus
$0 for the same period in the previous year. The revenue is primarily comprised
of Internet subscription fees.
The total costs and expenses for the three month period ended September 30,
1999 were $1,575,000 as compared to $7,000 for the comparative period of the
prior year. Additionally, the Company's total costs and expenses for the nine
month period ended September 30, 1999 and 1998 were $2,356,000 and $18,000,
respectively. The costs and expenses are directly related to those charges
supporting the Internet access book of business that began operations in January
of 1999 and the start-up in the public safety software business in 1998.
The Company's third quarter consolidated operating loss from continuing
operations for 1999 was $1,533,000 as compared to $48,000 for the same period in
1998 and for the nine month period ended September 30, 1999 the consolidated
operating loss was $1,806,000 versus $103,000 compared to the same period last
year. The losses are largely attributable to the expenses realized in
conjunction with the Internet access business that began operations in January
of 1999 and the start-up in the public safety software business in 1998.
Compu-DAWN, 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
thereunto duly authorized.
Date November 16, 1999 By: /s/ David Greenspan
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David Greenspan
Chief Financial Officer
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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