SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 1-13424
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 1998
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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
Data Systems Network Corporation
(Full name of registrant)
Not Applicable
(Former name, if applicable)
34705 West Twelve Mile Road, Suite 300
(Address of principal executive office)
Farmington Hills, Michigan 48331
(City, state and zip code)
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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 box if appropriate)
[x] (a) The reasons described in detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ ] (b) The subject quarterly report on Form 10-Q will be filed on
or before the fifth calendar day following the prescribed due date; and
[x] (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 Form 10-Q could not
be filed within the prescribed time period.
As previously announced, Data Systems Network Corporation (the
"Company") has discovered accounting irregularities which it
believes have resulted in an overstatement of previously reported
earnings. Its independent auditors have withdrawn their report on
the audited financial statements for the years ended December 31,
1995 and 1996, and the Company's treasurer and chief financial
officer has been replaced. The continued investigation of these
accounting irregularities, coupled with the subsequent resignation
of the Company's independent auditors on March 13, 1998, and the
engagement of a new independent auditing firm on March 25, 1998,
have resulted in the inability of the new auditors to (i) restate
the Company's 1997 quarterly financial statements, (ii) review the
Company's 1997 annual financial statements and (iii) review the
Company's first quarter 1998 financial statements within the
prescribed time period. While a new chief financial officer joined
the Company on May 12, 1998, until the 1997 audit is completed, the
Company is unable to report its financial results for the three
months ended March 31, 1997 and 1998, as required by Form 10-Q.
Thus, completion of the first quarter Form 10-Q within the
prescribed time period is impracticable without unreasonable time
and expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
Mark W. Peters 313 568-5333
(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.
The Company is taking every action to complete its fiscal year 1997
audit as quickly as possible. The Company has taken write downs of
substantial amounts of inventory and spare parts carried on the
Company's books, and it has significantly increased other reserves
and allowances, resulting in a substantial loss for 1997. The
Company, in consultation with its independent auditors, Plante &
Moran LLP, will determine whether to reflect the charges in 1996 or
1997. Until the 1997 audit is completed, however, the Company is
unable to report its financial results for the three months ended
March 31, 1997 and 1998, as required by Form 10-Q. The Company
presently anticipates it will report on or before June 15, 1998,
a significant loss for the quarter ended March 31, 1998.
Data Systems Network Corporation
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 18, 1998 /s/ Michael W. Grieves
-----------------------------------
By: Michael W. Grieves
President and Chief Executive
Officer
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
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Plante & Moran, LLP
27400 Northwestern Highway
P.O. Box 307
Southfield, Michigan 48037-0307
March 31, 1998
Mr. Michael W. Grieves
Data Systems Network Corporation
34705 West Twelve Mile Road, Suite 300
Farmington Hills, Michigan 48331
Dear Mr. Grieves:
You have furnished us with a copy of your "Notification of Late
Filing" on Form 12b-25 dated May 18, 1998.
We are in agreement with the comments under Part III of the Form
with respect to the reasons why we are unable to furnish our report on the
financial statements of Data Systems Network Corporation on or before the
date of the Form 10-Q of Data Systems Network Corporation for the quarter
ended March 31, 1998 is required to be filed.
Very truly yours,
/s/ Plante & Moran LLP
Plante & Moran LLP
