SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 333-6440
NOTIFICATION OF LATE FILING
(Check one):
/X/ Form 10-K and Form 10-KSB
/ / Form 11-K
/ / Form 20-F
/ / Form 10-Q and Form 10-QSB
/ / Form N-SAR
For Period Ended: DECEMBER 31, 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: NOT APPLICABLE
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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-KSB FOR THE YEAR ENDED DECEMBER 31, 1999, FINANCIAL DATA AND OTHER
INFORMATION HAD TO BE OBTAINED FROM SEVERAL DIFFERENT SOURCES. THESE
CIRCUMSTANCES HAVE MADE IT DIFFICULT FOR JONES, JENSEN & COMPANY, THE
REGISTRANT'S AUDITORS, TO OBTAIN ALL DATA AND INFORMATION NECESSARY TO COMPLETE
ON TIME THE AUDIT OF THE REGISTRANT'S FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 1999. CONSEQUENTLY, JONES, JENSEN & COMPANY HAS NOT YET BEEN ABLE
TO COMPLETE THE AUDIT. WITHOUT AUDITED FINANCIAL STATEMENTS THE REGISTRANT HAS
BEEN UNABLE TO COMPLETE CERTAIN OTHER ITEMS OF FORM 10-KSB. IN ADDITION, THE
REGISTRANT HAS BEEN UNABLE WITHOUT UNREASONABLE EFFORT OR EXPENSE TO OBTAIN ON
TIME CERTAIN OTHER INFORMATION TO BE INCLUDED IN ITS FORM 10-KSB.
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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 $-92,344 (FOR THE YEAR ENDED DECEMBER
31, 1998) TO ESTIMATED $24,000 (FOR THE YEAR ENDED DECEMBER 31, 1999). THE
REGISTRANT'S REVENUES HAVE INCREASED FROM $104,017 (FOR THE YEAR ENDED DECEMBER
31, 1998) TO ESTIMATED $1,200,000 (FOR THE YEAR ENDED DECEMBER 31, 1999). THE
REGISTRANT'S TOTAL ASSETS HAVE INCREASED FROM $9,744 (AT DECEMBER 31, 1998) TO
ESTIMATED $380,000 (AT DECEMBER 31, 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: March 31, 2000 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 Jones, Jensen & Company dated March 29, 2000
4
Jones, Jensen & Company, LLC
Certified Public Accountants and Consultants
March 29, 2000
LEBOUF, LAMB, GREEN & MACRAE, LLP
Kai-Oliver Rust
Attorney-at-Law
125 West 55th Street
New York, NY 10019-5389
Dear Oliver,
We are currently working on the audit of Q-Seven Systems, Inc. as of December
31, 1999 and are in the final stages of completing the audit. However, we are
still trying to get supporting documentation on a few accounts and are currently
unable to finalize the audit.
Because Q-Seven Systems, Inc. is required to file a form 10-KSB with the SEC by
the end of March 2000, we are requesting that you file the necessary forms to
extend the filing due date for an additional 14 days. Please call us if there
are any problems in getting the extension. We appreciate your attention to this
matter.
Sincerely,
/s/ Jones, Jensen & Company
Jones, Jensen & Company
