NEWSTATE HOLDINGS INC
NT 10-Q, 2000-11-14
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
                                   FORM 12B-25
                           NOTIFICATION OF LATE FILING
                                  (CHECK ONE):

[  ] Form 10-KSB    [  ] Form 20-F   [ X ] Form 10-QSB    [  ]  Form N-SAR

For Period Ended:    September 30, 2000

[  ]       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

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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)                        156 W. 56th Street, Suite 2005
     City, State and Zip Code                   New York, New York 10019
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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) [ 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-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.

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PART III - NARRATIVE

State  below in  reasonable  detail the reasons why Forms  10-KSB,  20-F,  11-K,
10-QSB,  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, 2000 as of the date
the Form  10-QSB 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
independent  accountants and accounting 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

Jin K. Kim
Vice President and Secretary                (212)           245-5801
--------------------------------------------------------------------------------
 (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). [ 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 14, 2000                      By:   ERNEST B. KIM
                                                  -----------------
                                                   Ernest B. Kim
                                                   President and Chief Executive
                                                   Officer



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