UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) |_| Form 10-KSB |_| Form 20-F |_| Form 11-K |X| Form 10-QSB |_| Form
N-SAR
For Period Ended: September 30, 1999
|_| 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 the 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
GRACE DEVELOPMENT, INC.
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Full Name of Registrant
Former Name if Applicable
1690 CHANTILLY DRIVE
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Address of Principal Executive Office (STREET AND NUMBER)
ATLANTA, GEORGIA 30324
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City, State and Zip Code
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 appropriate box)
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|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, 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-KSB, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach Extra Sheets if Needed)
On September 28, 1999, the Registrant completed a merger (the
"Merger") of a wholly-owned subsidiary of the Registrant and New
Millennium Multimedia, Inc. ("NM"), pursuant to which the Registrant filed
its Current Report on Form 8-K dated September 28, 1999 (the "Merger
8-K"). On October 29, 1999, the Registrant changed its certifying
accountants from Dohan and Company, CPA's to Habif, Arogeti & Wynne, LLP
("HAW"), which change was reported on the Registrant's Current Report on
Form 8-K dated October 29, 1999. The Registrant is unable to complete the
preparation of its unaudited consolidated financial statements for the
quarter ended September 30, 1999 (the "Third Quarter Financial
Statements"), including, among other matters, the consolidation of results
of Avana Communications Corporation ("Avana")and NM, without undue effort
and expense. The Registrant needs additional time to address in its Third
Quarter Financial Statements certain valuation issues with respect to the
recent acquisitions of NM and Avana as well as properly address changes in
the equity structure of the Registrant as a result of such acquisitions.
Audited financial statements for NM for the year ended December 31, 1998
and for Avana for the years ended December 31, 1998 and 1997 have been
filed by an amendment to the Merger 8-K as of the date hereof.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Ronald R. McCallum 678 222-1056
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(Name) (Area Code) (Telephone Number)
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(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). [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:
Prior to the Merger, the Registrant conducted no business activities
and accordingly, its results of operations for the corresponding period
for the previous year reflected no activities. Although the final results
are not yet available, the Registrant expects to report that results for
the third quarter of its fiscal year will reflect a net loss of
approximately $630,000.00, which includes the consolidated results of NM
for the full nine-month period, and Avana since May 5, 1999, the date it
was acquired by NM.
SIGNATURE
GRACE DEVELOPMENT, INC. has caused this notification to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: November 15, 1999
By: /s/RONALD R. MCCALLUM
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Ronald R. McCallum
Chief Financial Officer
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