UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEC FILE NUMBER
0-22848
FORM 12B-25
CUSIP NUMBER
912-899-10-1
NOTIFICATION OF LATE FILING
(Check one): | | Form 10-K & Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q & Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1997
[ ] 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: ____________________________
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Read Instructions (on page 3) Before Preparing Form. Please Print or Type
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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:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
U.S. Wireless Data, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
2200 Powell Street, Suite 450
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City, State and Zip Code
Emeryville, CA 94608
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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 box if appropriate)
(a) The reasons described in 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.
<PAGE>
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PART III - NARRATIVE
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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 requires the five-day filing extension for its Form 10-QSB
for period ending December 31, 1997 since its normal closing schedule was
impacted by a physical relocation of the accounting and administrative
functions. The Wheat Ridge Colorado office was closed in late December and
functions were moved to the corporate office in Emeryville California. This
included the move of the accounting system and all related records. Personnel
changes were also made as a result of the relocation. The filing extension
allows for the time required to complete and review the quarterly filing.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
Robert E. Robichaud 510 596-2025
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(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 on preliminary draft financial results, we expect the Company to
report a net loss of approximately $1,450,000 for the second quarter of fiscal
year 1998, ended December 31, 1997, as compared to a net loss of $68,000 for the
prior years second quarter. The increased loss reflects the significant increase
in headcount and infrastructure, which is under development to support the
company's new distribution model. This transition is explained in the previous
10-Q and 10-K reports. The second quarter projected loss includes a $225,000
non-cash charge to interest expense related to accounting for the private
placement offering completed in December 1997.
The second quarter estimates are based on preliminary results and are
subject to adjustments based on final accounting entries.
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U.S. WIRELESS DATA, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 17, 1998 By: Robert E. Robichaud
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Chief Financial Officer
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.
