CEREUS TECHNOLOGY PARTNERS INC
NT 10-K, 2000-03-31
MINING & QUARRYING OF NONMETALLIC MINERALS (NO FUELS)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25
                        Commission File Number 000-30522

                           NOTIFICATION OF LATE FILING

(Check One) [X] Form 10-KSB [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR

                       For Period Ended: December 31, 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 the 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

CEREUS TECHNOLOGY PARTNERS, INC.
- -----------------------------------------------------------------------------
Full Name of Registrant

Former Name if Applicable

1000 ABERNATHY ROAD, SUITE 1000
- -----------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)

ATLANTA, GEORGIA 30328
- -----------------------------------------------------------------------------
City, State and Zip Code



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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 appropriate box)

         (a)      The reasons described in reasonable detail in Part III of this
                  form could not be eliminated without unreasonable effort or
                  expense;

[X]      (b)      The subject annual report, semi-annual report, transition
                  report on Form 10-KSB, Form 20-F, 11-K, 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 of 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 the Form 10-KSB, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach extra sheets if needed)

         The Registrant is unable to file its Annual Report on Form 10-KSB for
         the year ended December 31, 1999 in a timely manner without
         unreasonable effort or expense due to recent changes in its senior
         management, which has delayed the finalization and preparation of the
         Registrant's financial statements and other information to be provided
         to the Registrant's recently engaged accountants, KPMG LLP, in
         connection with its audit of the Registrant's financial statements for
         the year ended December 31, 1999. Specifically, Steven A. Odom became
         the Chairman and Chief Executive Officer of the Registrant effective as
         of January 10, 2000, Juliet M. Reising became the Chief Financial
         Officer of the Registrant effective as of March 23, 2000, and the
         Registrant engaged KPMG LLP effective as of February 10, 2000. The
         Registrant's previous accounting firm resigned on December 10, 1999.

                           PART IV - OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification

         Steven A. Odom                  (770)            668-0900
         -----------------            ----------     -------------------
             (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


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<PAGE>   3

         period that the registrant was required to file such reports been
         filed? If 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:

                  Due to the significant changes in the Registrant's operations
                  resulting from acquisitions completed during the year ended
                  December 31, 1999, the Registrant anticipates that its results
                  of operations for such year will be significantly different
                  from its results of operations for the year ended December 31,
                  1998. Due to the recent changes in the Registrant's senior
                  management and accounting firm and the resulting delay in the
                  finalization and preparation of the Registrant's financial
                  statements and other information, as noted above, the
                  Registrant is unable to accurately provide a reasonable
                  estimate of its results of operations for the year ended
                  December 31, 1999.

                        CEREUS TECHNOLOGY PARTNERS, INC.
- ------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date:  March 31, 2000                  By:  /s/ Steven A. Odom
     ----------------------               -------------------------------------
                                          Steven A. Odom
                                          Chairman and Chief Executive Officer





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