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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[X] Form 10-K [ ] Form 20F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For the Period Ended December 31, 1998.
[ ] 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 _____________________________________________
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: COLE COMPUTER CORPORATION
Address of Principal 11711 South Portland
Executive Office: Oklahoma City, Oklahoma 73170
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) [Section
23,047], 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) (i) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20F, 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
[ ] (ii) 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.
[X] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
Because the Company has been unable to locate certain books and
records of its predecessor, Electronic Service Co., Inc., an Oklahoma
corporation (see the 8-K Current Report dated December 23, 1998, which has
previously been filed with the Securities and Exchange Commission, and which
is incorporated herein by reference), the audited financial statements needed
for its 10-KSB Annual Report for the year ended December 31, 1998, will not be
completed until mid-April, 1999. See the attached copy of a letter from the
Company's accountants, Malone & Bailey, PLLC.
PART IV - OTHER INFORMATION
(1) Name and address of person to contact in regard to this
notification:
Leonard W. Burningham, Esq.
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
Telephone: (801) 363-7411
(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?
[ ] 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.
COLE COMPUTER CORPORATION has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.
Date: 3/24/99 By /s/ Homer O. Cole III
President and Director
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[MALONE & BAILEY, PLLC LETTERHEAD]
March 2, 1999
Securities and Exchange Commission
Washington, D.C. 20549
RE: Cole Computer Corporation
SEC File No. 0-23819
Form 8-K
Dear Ladies / Gentlemen:
The Form 8-K dated December 23, 1998 (filed February 18, 1999) contains
unaudited financial information for the fiscal year ended December 31, 1997
and for the 9 month interim period ended September 30, 1998.
After a detailed review of their books and records for 1997, we have concluded
that the financial statements for 1996 were not auditable as a practical
matter, because inventory represents 50% of total assets, and a substantial
portion of the 1996 books were lost. As a result, we were unable to comply
with the 60-day Form 8-K audited financial statements requirement.
We are currently conducting an audit as of December 31, 1998 and for the two
years then ended. Our report will disclaim an opinion for the statements of
income and cash flow because the physical inventory counts as of December 31,
1997 and 1996 were not observed. We have not yet decided whether any further
disclaimer on 1997's operating results is required because of the missing
records.
Malone & Bailey, PLLC
Houston, Texas
