NOTIFICATION OF LATE FILING
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q
[ ] Form N-SAR
For the Period Ended: September 30, 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: _____________
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: Quarterly Report on Form 10-QSB
and unaudited interim financial statements through September 30, 1999
Part I - REGISTRATION INFORMATION
FENWAY INTERNATIONAL, INC.
(Full Name of Registrant)
308-409 Granville Street
(Address of Principal Executive Office - Street and Number)
Vancouver, British Columbia, Canada V6C 1T2
(City, State and Zip Code)
PART II - Rules 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 quarterly report on Form 10-QSB, or portion thereof, will be
filed on or
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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 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)
On March 8, 1999, Fenway International, Inc., a Nevada corporation ("Company")
filed a voluntary Registration Statement on Form 10-SB ("Registration
Statement") with the Securities and Exchange Commission ("Commission"). In
responding to the Commission's comments from the Commission's review of the
Registration Statement, the Company has filed two amendments and addressed
significant accounting issues, including issues relating to whether a reverse
acquisition has occurred, whether the purchase method of accounting is the
proper method for recording the acquisition of certain assets, and other
significant accounting issues.
The Company is in the process of completing its quarterly report on Form 10-QSB
and the Company's independent auditors, Moffitt & Company, P.C., have been
required to prepare updated financial statements addressing various transactions
and relationships between the Company and other parties, and to revise those
financial statements, in conformance with Generally Accepted Accounting
Principles and in resolution of certain accounting issues in conformity with
releases, opinions and interpretations promulgated and published by the
Commission. As specified above, the Commission has also raised additional
accounting issues in its review of the Company's financial statements attached
to the Registration Statement. This has caused unavoidable delays in preparing
the financial statements, such that Moffitt & Company, P.C. is unable to furnish
the required financial statements on or before the date on which the Company's
quarterly report on Form 10-QSB must be filed. Moreover, the Company cannot
complete the Form10-QSB without referencing those financial statements. Moffitt
& Company, P.C. are conferring with the Commission regarding a resolution of
these accounting issues.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Michael Muellerliele or Richard Reincke (949) 660.9700
(2) Have all other periodic reports required by Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of1940 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 reports. [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding
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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
SIGNATURES. The Registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Vancouver, British
Columbia, on November 15, 1999.
Fenway International, Inc., a Delaware corporation
By: /s/ L. Taylor
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Its: Vice-President
Statement of Certified Public Accountants
I am a partner in Moffitt & Company, P.C., Certified Public Accountants for
Fenway International, Inc., the registrant herein. As specified above, Moffitt &
Company, P.C. is presently communicating with the Commission to resolve certain
accounting issues raised by the Commission in regard to its review of the
Company's voluntary Registration Statement on Form10-SB and amendments thereto.
The Company is in the process of completing its quarterly report on Form 10-QSB
and Moffitt & Company, P.C. is preparing the interim financial statements
through September 30, 1999 which, however, cannot be completed until the issues
specified above regarding the proper method for recording certain transactions
and business combinations are resolved with the Commission.
/s/ Stanley Moffitt
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Stanley Moffitt, CPA
