UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check One): [ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
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For Period Ended February 28, 1999
SEC File No. 0-17249
[ ] Transition Report on Form 10-K CUSIP No. 051526 101
[ ] 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:--------------------------------------------------------------------
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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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates.
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Part I--REGISTRANT INFORMATION
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Full Name of Registrant NEWCOM, INC.
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Former Name if Applicable
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Address of Principle Executive Office (Street and Number)
2335 ALASKA AVENUE
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City, State and Zip Code
EL SEGUNDO, CA 90245
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PART II--Rules 12b-25(b) and (c)
If the subject report could not be filed without reasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort to expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, 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 has been attached if applicable. (ATTACH EXTRA
SHEETS IF NEEDED).
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PART III--NARRATIVE
State below in reasonable detail the reasons way the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED).
The Registrant's Annual Report on Form 10-K could not be filed on or before the
prescribed due date, June 1, 1999, as a result of a delay in the commencement of
the Registrant's audit of its financial statements.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (11-91)
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PART IV--OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this notification
STEVEN C. VEEN (310) 643-5300, x215
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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 the answer is no, identify report(s). [X] Yes [ ] No
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(3) It is anticipated that any significant change in results of operations
form 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.
The financial statements included in Form 10-K for the year ended
February 28, 1999 will reflect a significant change in results of operations
from the corresponding prior fiscal year. In particular, the financial
statements for the current period will reflect a reduction in revenues as
well as a loss from operations.
SEE ATTACHED NARRATIVE
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NEWCOM, INC.
Name of registrant as Specified in Charter
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: June 2, 1999 By /s/ Steven C. Veen
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Steven C. Veen
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
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the
General rules and Regulations under the Securities Exchange
Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule 201
or Rule 202 or Regulation S-T or apply for an adjustment in filing date
pursuant to rule 13(b) of Regulation S-T.
Exhibit to Form 12b-25
June 2, 1999
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Pannell Kerr Forster ("PKF") has been unable to proceed towards furnishing its
audit report relating to the consolidated financial statements of NewCom,
Inc. (the "Registrant") for the year ended February 28, 1999 on or before June
1, 1999, the prescribed due date for the Registrant's Annual Report on Form
10-K. Our inability to proceed is due to the Registrant being unable to date to
arrange for payment of our outstanding professional fees.
PANNELL KERR FORSTER
Certified Public Accountants
A Professional Corporation
Los Angeles, California
