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: SEPTEMBER 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), MANAGEMENT'S DISCUSSION AND ANALYSIS (PART I, ITEM 2) AND
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FINANCIAL DATA SCHEDULE (EXHIBIT 27.1)
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PART I
REGISTRANT INFORMATION
Q-SEVEN SYSTEMS, INC.
(Full name of registrant)
MITTELSTRASSE 11-13
40789 MONHEIM, GERMANY
(Address of Principal Executive Offices)
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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.
IN ORDER TO COMPILE THE FINANCIAL STATEMENTS REQUIRED FOR INCLUSION IN FORM
10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 1999, FINANCIAL DATA AND OTHER
INFORMATION HAD TO BE OBTAINED FROM SEVERAL DIFFERENT SOURCES. 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 CERTAIN PARTS OF PART I, ITEM 2
(MANAGEMENT'S DISCUSSION AND ANALYSIS) AS WELL AS EXHIBIT 27.1 (FINANCIAL DATA
SCHEDULE) 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 011-49-2173-39220
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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 $627 (FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 1998) TO APPROXIMATELY $35,009 (FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 1999). THE REGISTRANT'S REVENUES HAVE INCREASED FROM $104,017 (FOR
THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1998) TO APPROXIMATELY $749,887 (FOR
THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1999). THE REGISTRANT'S TOTAL ASSETS
HAVE INCREASED FROM $19,520 (AT SEPTEMBER 30, 1998) TO APPROXIMATELY $261,960
(AT SEPTEMBER 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: November 16, 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 dated November 15, 1999
4
Salibello & Broder
Certified Public Accountants
810 Seventh Avenue
New York, NY 10019
November 15, 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 September 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 its 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
