CYCOMM INTERNATIONAL INC
NT 10-K, 1999-03-31
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  FORM 12b-25

                                           Commission File   Number  1-11686
 
                          NOTIFICATION OF LATE FILING

(Check  One):  [X] Form  10-K [ ] Form  11-K [ ] Form  20-F [ ] Form  10-Q 
               [ ] Form N-SAR

For Period Ended:    December 31, 1998       
                                                      
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F   
[ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

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:    
N/A                                                                   


                        Part I.  Registrant Information

Full name of registrant         CYCOMM INTERNATIONAL INC.               
              

Former name if applicable
N/A                                                                             
 

       1420 Springhill Road, Suite 420                              
Address of principal executive office (Street and number)

City, State and Zip Code       McLean, VA  22102                  
                                     




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                      Part II.  Rule 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;

[X] (b) The subject annual report,  semi-annual  report,  transition report or
Form 10-K, 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 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

[ ]  (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-K, 11-K, 20-F,
10-Q,  N-SAR or the  transition  report  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 this
       notification

  Albert I. Hawk              (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 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  statement  to be  included  in the  
       subject  report or portion thereof?

                                                     [ ] Yes  [X]  No


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      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.




                        CYCOMM INTERNATIONAL INC.     
                                           
               (Name of registrant as specified in charter)


Has caused  this  notification  to be signed on its behalf by the  undersigned
thereunto duly authorized.




Date  March 31, 1999             By__________________________________________
                                   Albert I. Hawk
                                   Chief Executive Officer



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                                 ATTACHMENT A

      The   Registrant  is  currently  in  the  process  of   evaluating   and
implementing certain  restructuring  options. As a result of the nature of the
various  administrative and corporate  changes,  the Registrant will be unable
to timely file its Annual Report on Form 10-KSB for the period ended  December
31,  1998  until  on or  before  the  fifteenth  calendar  day  following  the
prescribed due date.



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