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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 0-24030
(Check one)
[ ] Form 10-K and Form 10-KSB [X] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
[ ] Transition Report on Form 10-K and Form 10-KSB
[X] Transition Report on Form 11-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the transition period from April 1, 1997 to December 31, 1997
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: THE PANDA PROJECT, INC.
Former name if applicable: _________________
Address of principal executive offices: 901 YAMATO ROAD,
City, State and Zip Code: BOCA RATON, FLORIDA 33431
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.)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
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[X] The subject annual report, semi-annual report, transition report
on Forms 10-K, 10-KSB, 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 Forms 10-Q, 10-QSB, 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 Forms 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or other transition report portion
thereof could not be filed within the prescribed time period. (Attach
extra sheets if needed.)
During the current Plan year, The Panda Project, Inc. 401 (k) Plan
(the "Plan") was amended and restated to include the Company's common
stock as an investment option. Previously, the Company was not
required to file a Form 11-K for the Plan. In addition, the Company
changed Plan Trustees during the current Plan year. Additional time
is necessary to compile all the required financial and other
information to prepare accurate financial statements for the past
three Plan years.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
C. Daryl Hollis, Chief Financial Officer (561) 994-2300
(Name) (Area Code) (Telephone No.)
(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?
[ ] 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.
THE PANDA PROJECT, 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: June 29, 1998 By: /s/ C. Daryl Hollis
C. Daryl Hollis
Chief Financial Officer
