3SI HOLDINGS INC
NT 10-K, 2000-09-26
PREPACKAGED SOFTWARE
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One)

   Form 10-K_X_   Form 20-F__   Form 11-K__  Form 10-Q___    Form N-SAR__


                         For Period Ended: June 30, 2000

                       [     ]   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:
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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.

          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

Full Name of Registrant

   3Si Holdings, Inc.


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  Former Name if Applicable

6886 S. Yosemite Street
Englewood, Colorado   80112
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Address of Principal Executive Office (Street and Number)



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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 complected. (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:form

_X_        (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 of 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 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)

The Form 10-K for the year  ended  June 30,  2000 could not be filed in a timely
manner due to delays in  receiving  information  from  outside  counsel  and key
creditors.  The Company anticipates  receiving this information within the week,
and will complete its filing at that time.

PART IV - OTHER INFORMATION

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

     Frank Backes                       303                    741-9123
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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 reports) been filed? If answer is no, identify report(s)

              Yes_X_      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 statements to be included in the
              subject report or portion thereof?

              Yes ___      No_X__


     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.

                               3Si Holdings, 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:    September 26, 2000                        By: /S/ Frank W. Backes
      --------------------------------------         ---------------------------
                                                     Frank Backes
                                                     Assistant Secretary

     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.

<PAGE>

                                    ATTENTION

     Intentional  misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).


                              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 competed 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 Commissions 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 of
Regulation  S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.



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