UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Check One): [ ]Form 10-K [ ]Form 20- [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
For Period Ended: March 31, 1999
[ ] Transition Report on Form 10-K
[ ] 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 : _____________________________
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
24/7 Media, Inc.
Full Name of Registrant:
Former Name if Applicable
1250 Broadway
Address of Principal Executive Office (Street and Number)
New York, New York 10001
City, State and Zip Code
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 or expense;
(b) The subject annual report, semi-annual report, transition report of
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
[X] prescribed due date; or the subject quarterly report or transition
report of 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 Rule12b-25(c)
has been attached if applicable.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reason why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
Completion of the Form 10-Q required a complex and time-consuming integration of
its financial statements with the financial statements of 24/7 Media Europe
Ltd., in which the company acquired a majority interest in January 1999. The
integration of such financial statements includes consolidating entries under
U.S. accounting standards of the financial statements of the six subsidiaries of
24/7 Media Europe and the conversion of each subsidary's balance sheet into U.S.
generally accepted accounting principles (GAAP).
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mark E. Moran 212 231-7100
------------ ----------- ------------------
(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 or 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 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 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.
- -------------------------------------------------------------------------------
24/7 Media, Inc.
(Name of registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized
May 17, 1999 By:/s/ David J. Moore
----------------------------
David J. Moore
President and Chief Executive Officer
INSTRUCTIONS: 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
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
- -------------------------------------------------------------------------------
