SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 0-8918
NOTIFICATION OF LATE FILING
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(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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.
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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:
Part I. REGISTRANT INFORMATION
Full name of registrant: Carnegie International Corporation
Former name if applicable _____________________________________________
11350 McCormick Road, Executive Plaza #3, Suite 1001
Address of principal executive office (Street and number)
Hunt Valley, Maryland 21031
City, State and Zip Code
Part II. RULE 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable
effort or expenses and the registrant seeks relief pursuant to Rule 12b-25, 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;
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[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 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, 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.
Part III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K,
11-K, 20-F, 10-Q, N-SAR or the transition report portion could
not be filed within the prescribed time period.
(Attached extra sheets if needed.)
On February 12, 1999, the Registrant filed Form 10-SB/A with
the SEC pursuant to Section 12(g) of the Securities Exchange Act of 1934. On
Monday, March 29, 1999, the Corporation received accounting comments from the
SEC staff. The accounting issues raised have a direct bearing on the financial
statements included as a part of the Form 10-SB/A. The Registrant intends to
respond promptly to the comments; however, it will take at least several days to
assemble the information necessary to then prepare appropriate responses. As a
result, the Registrant will be unable to file an amendment to Form 10-SB/A by
March 31, 1999, the date that filing of its Form 10-KSB for the year ended
December 31, 1998 is due; and does not believe it would be appropriate to file
its Form 10-KSB until the accounting issues raised by the SEC staff are
resolved.
Part IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification:
Lowell Farkas 410 785-7400
(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
(3) Is it anticipated that any significant change in results
of operation from the corresponding period for the last year will be reflected
by the earnings statements 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 applicable, state the reason why a
reasonable estimate of the results cannot be made.
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CARNEGIE INTERNATIONAL CORPORATION has caused this notification to be signed on
its behalf by the undersigned thereunto duly authorized.
Date: March 31, 1999 By: /s/ Lowell Farkas
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Lowell Farkas
President
C77150a.108
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