SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 333-6440
NOTIFICATION OF LATE FILING
(Check one):
/ / Form 10-K and Form 10-KSB
/ / Form 11-K
/ / Form 20-F
/X/ Form 10-Q and Form 10-QSB
/ / Form N-SAR
For Period Ended: JUNE 30, 1999
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/ / Transition Report on Form 10-K and Form 10-KSB
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q and Form 10-QSB
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
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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: FINANCIAL STATEMENTS
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(PART I, ITEM 1) AND MANAGEMENT'S DISCUSSION AND ANALYSIS (PART I, ITEM 2)
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PART I
REGISTRANT INFORMATION
Q-SEVEN SYSTEMS, INC.
(Full name of registrant)
DOWNSTREAM INCORPORATED - DSI
(Former name, if applicable)
FROHNKAMP 18
(Address of principal executive office)
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40789 MONHEIM, GERMANY
(City, state and zip code)
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)
/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, 10-KSB, 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, 10-QSB or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
/X/ (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, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof could not
be filed within the prescribed time period.
THE REGISTRANT IS IN THE PROCESS OF CHANGING ITS INDEPENDENT ACCOUNTANT AS
PART OF THE PROCESS OF PREPARING TO ESTABLISH AN OFFICE IN NEW YORK. IN
ADDITION, THE BUSINESS IN WHICH THE REGISTRANT IS ENGAGED HAS CHANGED
CONSIDERABLY, DUE TO A PREVIOUSLY REPORTED ACQUISITION. LOGISTICAL PROBLEMS
ARISING FROM THESE CIRCUMSTANCES HAVE MADE IT DIFFICULT FOR SALIBELLO & BRODER,
THE ACCOUNTING FIRM THAT THE REGISTRANT SELECTED TO ASSIST IT IN COMPILING ITS
QUARTERLY FINANCIAL STATEMENTS, TO OBTAIN ALL DATA AND INFORMATION NECESSARY TO
PREPARE ON TIME THE FINANCIAL STATEMENTS REQUIRED TO BE FILED IN CONNECTION WITH
FORM 10-QSB. CONSEQUENTLY, ITEMS REQUIRING FINANCIAL INFORMATION FOR THEIR
COMPLETION, I.E., PART I, ITEM 1, FINANCIAL STATEMENTS, AND PART I, ITEM 2,
MANAGEMENT'S DISCUSSION AND ANALYSIS, COULD NOT BE PREPARED AND FILED WITHIN THE
PRESCRIBED TIME PERIOD.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
PHILIPP KRIEPENDORF 011-49-2173-330360
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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 20 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 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.
DUE TO A PREVIOUSLY REPORTED ACQUISITION, THE BUSINESS OF THE REGISTRANT
HAS CHANGED CONSIDERABLY. AS A RESULT OF THIS CHANGE, THE REGISTRANT'S NET
INCOME FROM OPERATIONS HAS INCREASED FROM $19,582 (FOR THE SIX MONTH PERIOD
ENDED JUNE 30, 1998) TO APPROXIMATELY $32,266 (FOR THE SIX MONTH PERIOD ENDED
JUNE 30, 1999). THE REGISTRANT'S REVENUES HAVE INCREASED FROM $104,017 (FOR THE
SIX MONTH PERIOD ENDED JUNE 30, 1998) TO APPROXIMATELY $434,917 (FOR THE SIX
MONTH PERIOD ENDED JUNE 30, 1999). THE REGISTRANT'S TOTAL ASSETS HAVE INCREASED
FROM $38,230 (FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1999) TO APPROXIMATELY
$194,047 (FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1999).
Q-SEVEN SYSTEMS, INC.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
therunto duly authorized.
Date: August 17, 1999 By: /s/ Philipp Kriependorf
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Philipp Kriependorf
President
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
99.1 Letter from Salibello & Broder
4
Salibello & Broder
Certified Public Accountants
510 Seventh Avenue
New York, NY 10019
August 16, 1999
Re: Q-Seven Systems, Inc. and Subsidiary
To Whom It May Concern:
In order to compile the financial statements required for inclusion in Form
10-QSB for the quarter ended June 30, 1999, financial data and other information
had to be assembled from several different sources. Certain data and information
necessary to complete the compilation of the financial statements was not
received in time for it to be analyzed and recorded in the books of the Company
and/or it subsidiary. Therefore, it was not possible to timely complete the
compiled financial statements.
Very truly yours,
SALIBELLO & BRODER
By: /s/ Gary Broder
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Gary Broder, Partner
