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: March 31, 1998
[ ] 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
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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 March 31,1998 since its normal closing schedule was impacted by
the preparation and filing of a Form SB-2 submitted on May 14,1998. 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
Based on preliminary draft financial results, we expect the Company to
report a net loss of approximately $3,050,000 for the third fiscal quarter ended
March 31,1998, as compared to a net loss of $83,000 for the prior year's third
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 third quarter projected loss also includes the following estimated
non-cash charges: a) $400,000 interest expense related to the accounting for the
private placement offering completed in December 1997 (b) $350,000 quarterly
amortization of consulting expense for an agreement recorded in the first
quarter of fiscal 1998, (c) $900,000 litigation settlement reached in March,
1998 for the resolution of claims by certain noteholders. Each of these items
are described in more detail in the Form SB-2 filed May 14, 1998.
<PAGE>
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: May 15, 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.
