DIGITAL DJ HOLDINGS INC
NT 10-Q, 2000-02-16
ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP)
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25
                            SEC File No: 33-14982-LA
                              NOTICE OF LATE FILING

                                   Form 10QSB

                       For Period Ended December 31, 1999

         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:

         Not applicable. The filing relates to the entire form 10-QSB.

Part I - Registrant Information

         Full Name of Registrant:   Digital D.J. Holdings,  Inc., formerly known
                                    -------------------------------------------
                                    as    Breakthrough     Electronics,     Inc.
                                    --------------------------------------------

         Address of Principal Executive Office: 1658 East Capitol Expressway
                                                ----------------------------

         City, State and Zip Code:  San Jose, CA 95121
                                    ------------------

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/portion  thereof will be filed on or
before the fifth calendar day following the prescribed due date; and



<PAGE>


[ 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 Form 10-Q or 10-QSB or
portion thereof could not be filed within the prescribed time period.

         Digital  D.J.   Holdings,   Inc.,   formerly   known  as   Breakthrough
Electronics,  Inc. (the "Company") recently completed a reorganization resulting
in a merger with another  entity and a change of control,  as more  particularly
described  in the  Company's  recent  report  filed on Form 8-KSB filed with the
commission on February 8, 2000. The  reorganization  resulted in the combination
of two  entities  with  different  fiscal year ends and multiple  auditors.  The
Company's last audit was performed by Paul Healy,  CPA, and Digital D.J., Inc.'s
last audit was performed by KPMG.  The Company  changed its year end to June 30,
to be consistent  with the year end of the  wholly-owned  operating  subsidiary,
Digital D.J., Inc.,  Digital D.J.,  Inc.'s  accountants,  KPMG, were not able to
update the  combined  entity's  consolidated  financial  information  in time to
complete the necessary reporting. The Company's former accountant,  Paul Healey,
had never audited or reviewed  Digital  D.J.,  Inc.'s  financials  and could not
prepare consolidated  financial information in a timely manner. As a result, the
Company was forced to engage the accounting firm of Singer,  Lewak,  Greenbaum &
Goldstein to complete the necessary  review and prepare the  necessary  reports.
Due to the short  period  they had been  engaged,  Singer,  Lewak was  unable to
complete  its review and  generate  the  necessary  reports  for the  Company to
complete its quarter report on Form 10-QSB within the prescribed time.

Part IV - Other Information

         (1)      The person to contact in regard to this notification is:

                  Thomas Takahisa
                  Digital DJ, Inc.
                  1658 East Capitol Expressway.
                  San Jose, CA 95121
                  Telephone:        (408) 946-8500

         (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



<PAGE>


         (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  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 results cannot be made.

         Prior to November 22, 1999, the Company was an inactive  entity with no
business  operations.  The Company acquired Digital D.J., Inc.,  pursuant to the
terms of a reverse  triangular  merger.  The  operations  of Digital  D.J.  Inc.
constitute substantially all of the operating results for the Company.

         Digital D.J. Holdings,  Inc., has caused this notification to be signed
on its behalf by the undersigned thereunto duly authorized.


Dated: February 15, 2000                        By:/s/Thomas Takahisa
- ------------------------                        ---------------------
                                                   Thomas Takahisa, President





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