<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 33-18600-D
(CHECK ONE): CUSIP Number: 01657000
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 1996
-----------------------------------------------------
[ ] 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 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.
- --------------------------------------------------------------------------------
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: QCS Corporation
Former Name if Applicable
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Address of Principal Executive Office (STREET AND NUMBER)
650 Castro Street, Suite #210
City, State and Zip Code
Mountain View, CA 94041
- --------------------------------------------------------------------------------
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 reasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or 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
[X ] (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
- --------------------------------------------------------------------------------
<PAGE>
PART III--NARRATIVE
- --------------------------------------------------------------------------------
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, N-
SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
Completion of audit delayed by change in audit (Attach Extra Sheets if Needed)
procedures.
- --------------------------------------------------------------------------------
PART IV--OTHER INFORMATION
- --------------------------------------------------------------------------------
(1) Name and telephone number of person to contact in regard to this
notification
John J. Hentrich, Esq. (619) 235-7776
---------------------- ---------- --------
(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).
[ ] Yes [X] No*
*Registrant's Annual Report on Form 10-KSB for Fiscal Year Ended June 30, 1995
was filed on October 31, 1995.
(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 [X] 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.
QCS Corporation
. . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 27, 1996 By: /s/ Marcel van Heesewijk
------------------------ -----------------------------------
Marcel van Heesewijk
President, Chief Financial Officer and
Director
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).
- --------------------------------------------------------------------------------
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 completed 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 the public record in the Commission 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 (Section 232.201 or Section 232.202 of this chapter) or apply for
an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section
232.13(b) of this chapter).
<PAGE>
[LETTERHEAD]
September 27, 1996
Mr. Marcel Van Heesewijk
President
QCS Corporation
650 Castro Street
Suite 210
Mountain View, California 94041
Dear Mr. Van Heesewijk:
Based on lengthy discussions with your staff, the recent changes in your
accounting systems would require significant changes in our audit planning and
approach. Accordingly, we would not complete an audit of the company's
consolidated financial statements for the year ended June 30, 1996.
We will continue to consult with your staff and to complete the audit as soon as
possible.
Very truly yours,
/s/ Victor Young
-----------------------
Victor Young
