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 or Form 10-KSB
[ ] Form 11-K
[ ] Form 20-F
[X] Form 10-Q or Form 10-QSB
[ ] Form N-SAR
For Period Ended: MARCH 31, 2000
[ ] Transition Report on Form 10-K or Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q or Form 10-QSB
[ ] Transition Report on Form N-SAR
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: ITEM 1 (FINANCIAL
STATEMENTS) AND ITEM 2 (MANAGEMENT'S DISCUSSION AND ANALYSIS) OF PART I OF FORM
10-QSB, AND EXHIBIT 27.1 (FINANCIAL DATA SCHEDULE
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PART I
REGISTRANT INFORMATION
Q-SEVEN SYSTEMS, INC.
(Full name of registrant)
MITTELSTR. 11-13
40789 MONHEIM, GERMANY
(Address of Principal Executive Offices)
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 THE
REGISTRANT'S QUARTERLY REPORT ON FORM 10-QSB FOR THE THREE MONTHS ENDED MARCH
31, 2000, FINANCIAL DATA AND OTHER INFORMATION HAD TO BE OBTAINED FROM SEVERAL
DIFFERENT SOURCES. THESE CIRCUMSTANCES AND THE FACT THAT THE AUDIT OF THE
REGISTRANT'S FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
HAS BEEN CONSIDERABLY DELAYED HAVE MADE IT DIFFICULT FOR SALIBELLO & BRODER, THE
ACCOUNTING FIRM THAT THE REGISTRANT USES TO COMPILE ITS INTERIM FINANCIAL
STATEMENTS, TO
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COMPLETE ON TIME THE REGISTRANT'S INTERIM FINANCIAL STATEMENTS FOR THE THREE
MONTHS ENDED MARCH 31, 2000. WITHOUT INTERIM FINANCIAL STATEMENTS, THE
REGISTRANT HAS BEEN UNABLE TO COMPLETE ITEM 1 (FINANCIAL STATEMENTS) AND ITEM 2
(MANAGEMENT'S DISCUSSION AND ANALYSIS) OF PART I OF FORM 10-QSB, AND EXHIBIT
27.1 (FINANCIAL DATA SCHEDULE).
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
PHILIPP S. KRIEPENDORF 011-49-2173-392 20
(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?
[ ]Yes [X]No
If the answer is no, identify report(s).
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31,
1999
(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 ANTICIPATES
THAT ITS REVENUES FOR THE THREE MONTHS ENDED MARCH 31, 2000 INCREASED COMPARED
TO THE THREE MONTHS ENDED MARCH 31, 1999. AT THIS TIME, THE REGISTRANT IS UNABLE
TO QUANTIFY THIS INCREASE BECAUSE FINANCIAL STATEMENTS FOR THE THREE MONTHS
ENDED MARCH 31, 2000 HAVE NOT YET BEEN COMPILED.
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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: May 16, 2000 By: /s/ Philipp S. Kriependorf
______________________
Philipp S. Kriependorf
President
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
99.1 Letter from Salibello & Broder, dated May 16,
2000
4
SALIBELLO & BRODER
Certified Public Accountants
810 Seventh Avenue, New York, NY 10019
212-315-5000
Fax 212-397-5832
May 16, 2000
VIA FACSIMILE - 011-49-021-73-3303636
Mr. Philipp Kriependorf
President
Q-Seven Systems GmbH
Frohnkamp 18
Monheim, 40789
Germany
Re: Q-Seven Systems, Inc. and Subsidiary
Dear Mr. Kriependorf:
In order to compile the financial statements required for inclusion in
Form 10-QSB for the quarter ended March 31, 2000, the 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.
Sincerely,
SALIBELLO & BRODER
By: /s/ Gary Broder
____________________
Gary Broder, Partner
