SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 12B-25
NOTIFICATION OF LATE FILING
(CHECK ONE):
[ ] Form 10-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 1999
[ ] 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:
Read Attached Instruction Sheet 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.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
NOT APPLICABLE
- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
Full Name of Registrant: NewState Holdings, Inc.
Former Name if Applicable: Racom Systems, Inc.
Address of Principal Executive Office
(Street and Number) 16W. 32nd Street, Suite 801
City, State and Zip Code New York, New York 10001
- --------------------------------------------------------------------------------
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) [ X ]
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20- F, 11-K or 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
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The registrant has been unable to complete the work necessary to close
its financial records for the period ending September 30, 1999 as of the date
the Form 10-Q is due to be filed. The delay is the result of certain issues that
arose regarding foreign currency and exchange rate conversion to be used in
preparing the registrant's quarterly financial statements. The registrant's
chief financial officer and staff have been diligently working in an attempt to
resolve these issues in a timely manner.
- --------------------------------------------------------------------------------
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Alexander T. Shang,
Chief Financial Officer (212) 582-3506
- --------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities and 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).
NOT APPLICABLE [ 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?
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.
NEWSTATE HOLDINGS, 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: November 15, 1999 By:/s/ ALEXANDER T. SHANG
-------------------------------
Alexander T. Shang
Treasurer and Chief Financial Officer
