SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 0-24030
(Check one)
[X] Form 10-K and Form 10-KSB
[ ] Form 11-K
[ ] Form 20-F
[ ] Form 10-Q and Form 10-QSB
[ ] Form N-SAR For period ended June 30, 1998
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] 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 transition period ended ________________________
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: 951 Broken Sound Prkwy, NW
City, State and Zip Code: BOCA RATON, FLORIDA
33487
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;
[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 Rule12b-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.)
The Company is currently in negotiations with regard to
significant transactions which will have a significant impact on
the disclosures contained within the report on Form 10-K.
Management of the Company is spending the majority of its time on
these matters which has made the timely filing of the Form 10-K
impracticable without unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification.
Melissa F. Crane
Acting 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
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: March 31, 1999 By: /s/ Melissa F. Crane
--------------------------
Melissa F. Crane
Acting Chief Financial
Officer
