UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER
1-11686
NOTIFICATION OF LATE FILING
(Check One): / /Form 10-K / /Form 20-F / /Form 11-K
/x/Form 10-Q
/ /Form N-SAR
For Period Ended: August 31, 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: Cycomm International Inc.
_________________________
_________________________________________________________________
Former Name if Applicable
1420 Springhill Road, Suite 420
_________________________________________________________________
Address of Principal Executive Office (Street and Number)
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City, State and Zip Code: McLean, Virginia 22102
________________________
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.)
(a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without
unreasonable effort or expense;
(b) The subject annual report, semi-annual report,
/X/ 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 15th 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 Forms 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(Attach extra sheets if needed).
See Attachment A
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
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this notification:
Michael R. Skoff (703) 903-9548
_________________________________________________________________
(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 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.
See Attachment A
Cycomm International 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: October 16, 1996 By: /s/ Albert I. Hawk
_________________ __________________
Albert I. Hawk
President and Chief
Executive Officer
<PAGE>
Attachment A
The Registrant has recently engaged in a continuance from
Canada to the United States and has acquired two significant
subsidiaries. As a result of the complex nature of the
continuance, acquisitions and the various administrative and
corporate changes, the Registrant will be unable to timely file
its annual report on Form 10-QSB for the period ended August 31,
1996 until on or before the fifth calendar day following the
prescribed due date.
Additionally, the acquisitions of XL Computing Corporation
on March 15, 1996 and XL Computing Canada Inc. on June 21, 1996
will result in a significant change in the results of operations
from the corresponding period of the last fiscal year. The
change will result in significantly higher sales revenues, costs
of sales and general and administrative costs for the
consolidated results of operations.
DC1DOCS1.40279
