AMBIENT CORP /NY
NT 10-Q, 2000-05-15
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                              SEC File No.: 0-23723

                           NOTIFICATION OF LATE FILING

                                   (Check One)
           |_| Form 10-KSB |_| Form 11-K |_| Form 20-F [X] Form 10-Q

                                 |_| Form N-SAR

                      For the Period Ended: March 31, 2000

     Nothing in the 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 notification relates: _______________________

                         PART I. REGISTRANT INFORMATION

          Full Name of Registrant:                Ambient Corporation

          Address of Principal Executive
          office (Street and Number):             Jerusalem Technology Park
                                                  Building 9

          City, State and Zip Code:               Jerusalem 96951 Israel

                        PART II. RULE 12b-25 (b) AND (c)

      If the subject report could not be filed in reasonable detail without
unreasonable effort or expense and the Registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check appropriate box)

|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 or Form 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: the subject quarterly 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(c) has been attached if applicable.
<PAGE>

                               PART III. NARRATIVE

      The Registrant is unable to file its quarterly report on Form 10-QSB for
the quarter ended on March 31, 2000 (the "Quarterly Report") by the prescribed
date of May 15, 2000 without unreasonable effort or expense due to unforeseen
circumstances encountered in closing and consolidating with its subsidiary the
Registrant's books and records for the quarter ended March 31, 2000. The
registrant intends to file the Quarterly Report on or prior to May 22, 2000.

                           PART IV. OTHER INFORMATION

      (1) Name and telephone number of person to contact in regard to this
notification

      Alan Weinberg                   888                     861-0205
      (Name)                      (Area Code)           (Telephone Number)

      (2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities and 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

      (3) Is it anticipated that any significant change in results of operation
from the corresponding period for the last fiscal year will be reflected by the
earnings statement to be included in the subject report or portion thereof?

                                             |_| Yes [x] 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.

                               Ambient Corporation
                  (Name of Registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date:  May 15,  2000                By: /s/ Aryeh Weinberg
                                        ------------------------------
                                        Chief Financial Officer and Director

                                    Attention
 Intentional misstatements or omissions of fact constitute criminal violations
                              (See 18 U.S.C. 1001)



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