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OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number:
Expires:
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
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NOTIFICATION OF LATE FILING COMMISSION FILE NUMBER
0-15362
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q and 10-QSB-----------------------------
|_| Form N-SAR -----------------------------
CUSIP NUMBER
204 805 501
For Period Ended: July 31, 1997 -----------------------------
[ ] 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
COMPUFLIGHT, INC.
Full Name of Registrant
Former Name if Applicable
99 Seaview Boulevard
Address of Principal Executive Office (Street and Number)
Port Washington, New York 11050
City, State and Zip Code
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PART II -- RULE 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 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, Form 20-F, Form 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 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 why the Form 10-K, 11-K, 20-F 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 Company was unable to file its Quarterly Report on Form 10-QSB for the
fiscal quarter ended July 31, 1997 within the prescribed time period for the
following reasons: (1) the Company encountered delays in seeking to determine
the additional financial effect of the consolidation of its United States and
Canadian operations into one facility; and (2) the present Chief Accounting
Officer has become a part-time employee and efforts to fill the Chief Accounting
Officer position with a full-time employee have been unsuccessful. Therefore,
the Company will need additional time to file the Form 10-QSB.
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Fred Skolnik, Esq. (516) 296-7048
(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
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? |X| Yes |_| 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.
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Compuflight, Inc. (File No. 0-15362)
Attachment to Notification of Late
Filing on Form 12b-25
STATEMENT REQUIRED BY PART IV, ITEM 3
The following table sets forth the estimated comparative results of
operations for the nine months ended July 31, 1997 and 1996, and the three
months ended July 31, 1997 and 1996 (all statements unaudited):
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Nine months Nine months Three months Three months
ended July 31, ended July 31, ended July 31, ended July 31,
1997 1996 1997 1996
Revenue $ 2,093,000 $ 2,444,154 $ 734,000 $ 747,734
Costs and Expenses 2,568,000 2,727,565 868,000 954,889
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Operating (loss) (475,000) (283,411) (134,000) (207,155)
Other income 17,000 147,554 37,000 40,539
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NET (LOSS) EARNINGS $ (458,000) $ (135,857) $ (97,000) $ (166,616)
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Discussion of Material Variances:
Revenue
Revenue has decreased approximately $351,000, or approximately 14%. This
decrease is primarily attributable to the completion of the joint software
development contract with a large airline customer in June 1996, resulting in a
decline of approximately $200,000. Furthermore, revenue for the nine months
ended July 31, 1996 included approximately $106,000 from a teaming arrangement
with a U.S. systems integrator which was completed in 1996.
Costs and Expenses
Costs and expenses have decreased approximately $160,000, or approximately 6%.
This change is primarily attributable to the forgiveness of a large payable for
approximately $37,000. In addition, management efforts to consolidate operations
and reduce costs have had an effect in several key areas including
communications costs, professional fees and travel.
Other Income
Other income decreased approximately $130,000, or approximately 88%. This change
is primarily attributable to the segregation of office relocation expenses
related to the move of its operations and administrative center to larger
premises in Waterloo, Ontario resulting in costs of approximately $63,000. Also,
previous period restructuring costs of approximately $43,000 have been included
as a charge against other income. These costs are related to the consolidation
of U.S. and Canadian operations.
Net Loss
The preliminary unaudited consolidated financial statements reflect a net
loss of $458,000 for the nine months ended July 31, 1997 compared to a net loss
of approximately $136,000 for the nine months ended July 31, 1996. The change of
approximately $322,000 is due primarily to the decline in revenue and has been
mitigated somewhat by a smaller decline in expenses.
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COMPUFLIGHT, 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 15, 1997 By: /s/ Rainer Vietze
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Rainer Vietze
Chief Accounting Officer
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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
