COCONUT CODE INC /FL/
NTN 10K, 1999-04-15
BUSINESS SERVICES, NEC
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                                                                                                            OMB APPROVAL
                                           SECURITIES AND EXCHANGE COMMISSION                       -----------------------------
                                                Washington, D.C. 20549                              OMB Number:        
                                                                                                    Expires:        
                                                                                                    Estimated average burden
                                                      FORM 12b-25                                   hours per response ..... 2.50
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                                                                                                    -----------------------------
                                             NOTIFICATION OF LATE FILING                               COMMISSION FILE NUMBER
                                                                                                             33-64164-A
(Check One):  |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR                -----------------------------
                                                                                                    -----------------------------
                                                                                                             CUSIP NUMBER
                                                                                                                 N/A
     For Period Ended: ________________                                                             -----------------------------

     [ ] 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: 12/31/98

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                            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.
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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

                                                         COCONUT CODE, INC.
____________________________________________________________________________________________________________________________________
Full Name of Registrant

____________________________________________________________________________________________________________________________________
Former Name if Applicable


                                                     1430 SOUTH FEDERAL HIGHWAY
____________________________________________________________________________________________________________________________________
Address of Principal Executive Office (Street and Number)


                                                   DEERFIELD BEACH, FLORIDA 33441
____________________________________________________________________________________________________________________________________
City, State and Zip Code

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 on Form 10-K, Form 20-F, Form 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 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

The Company is currently in the process of changing its  independent  auditors  and,  accordingly,  will not be able to complete its
audited financial  statements by the prescribed due date. It is anticipated that completion of the audited financial statements will
require approximately 45 days.

State below in reasonable detail why the Form 10-K, 11-K, 20-F 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.)


                                                                                                     

                                                                                                                     SEC 1344 (6/94)
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PART IV--OTHER INFORMATION

<C> <S>                                                                             
(1) Name and telephone number of person to contact in regard to this notification

    MARK E. WOTELL                                              954                                       481-9331
    ____________________________________________  _______________________________  _________________________________________________
                  (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  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.

    It is expected that the Company will report a net loss approximating  $700,000 to 800,000 for the fiscal year ended December 31,
    1998 compared to a net profit of $724,000 for the prior fiscal year period. This change is primarily the result of a decrease in
    fiscal year 1998 net sales versus the corresponding  prior year period.  The completion of the above could not have been done by
    the Registrant within the prescribed timetable without unreasonable expense and effort.

====================================================================================================================================


                                                          COCONUT CODE 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 4/14/99                                                               By /s/ MARK E. WOTELL
     ---------------------------                                              ------------------------------------------------------

INSTRUCTION:  The form may be signed by an executive officer of the registrant or by any other duly 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.

- ----------------------------------------------------------- ATTENTION --------------------------------------------------------------
             Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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                                                        GENERAL INSTRUCTIONS

1.  This form is required by Rule 12b-25 of the General Rules and Regulations under the Securities  Exchange Act of 1934.

2.  One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the
    Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations
    under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission
    files.

3.  A manually  signed copy of the form and amendments  thereto shall be filed with each national  securities  exchange on which any
    class of securities of the registrant is registered.

4.  Amendments  to the  notifications  must also be filed on form 12b-25 but need not restate  information  that has been  correctly
    furnished. The form shall be clearly identified as an amended notification.

5.  ELECTRONIC FILERS. This form shall not be used by electronic filers unable to timely file a report solely due to electronic
    difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should
    comply with either Rule 201 or Rule 202 of Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of
    Regulation S-T.


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(102196DTI)



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