UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One)
Form 10-K _X_ Form 20-F__ Form 11-K__ Form 10-Q___ Form N-SAR__
For Period Ended: June 30, 1996
[ X ] 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 Instruction (on back page) 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
U.S. Wireless Data, Inc.
______________________________________________________________________________
Former Name if Applicable
____5700 Flatiron Parkway, Boulder, CO 80301_________________________________
Address of Principal Executive Office (Street and Number)
______________________________________________________________________________
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 complected. (Check box if appropriate)
(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-K and Form
10-KSB, 20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
The Company was unable to timely file its Form 10-KB for the period ending
June 30, 1996 primarily because of its lack of both financial and personnel
resources. The Company has operated with minimal staff some time due to its
financial difficulties. Michael J. Brisnehan, who became President and CEO of
the Company in July 1995, has continued as the chief financial and accounting
officer for the Company, making it very difficult to meet the filing deadline
for the Company's Form 10-KSB. The Company has not had sufficient time and lacks
the financial ability to attract and hire an individual to assume the role of
the chief financial officer of the Company. Due to this lack of resource, the
Company's independent accountants are unable to complete their audit and opinion
required for a timely filing.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Michael J. Brisnehan 303 440-5464
(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 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 hereof?
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.
Based upon preliminary draft financial results, the Company will
report net income of approximately $150,000 for the fiscal year ended June
30, 1996 as compared to a net loss of $12.2 million for the prior fiscal
year ended June 3O, l995. The significant loss in the prior year was
attributable to poor operating results from the Company and its
wholly-owned subsidiary, Direct Data, Inc. ("Direct Data") as well as a $6
million write-off of goodwill associated with Direct Data's poor operating
results.
During the current fiscal year, the Company incurred a net loss from
continuing operations of approximately $1.9 million which was offset by a
$2 million gain realized on the dissolution of Direct Data.
All numbers noted above are estimates based upon preliminary audit
results and are subject to adjustment when filed in the Company's Form
10-KSB.
U.S. WIRELESS DATA. 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: September 27, 1996 By: Michael J. Brisnehan
President & CFO
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other fully 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.
