UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
SEC FILE NUMBER: 333-37654
---------
CUSIP NUMBER: 65440W 10 0
-----------
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 2001
--------------
[ ] Transition Report on Form 10-K and Form 10-KSB [ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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 notification relates:
-------------------------------------
PART I. REGISTRANT INFORMATION
Full Name of Registrant: 9278 COMMUNICATIONS, INC.
-------------------------------------------------------
Former Name If Applicable: N/A
-----------------------------------------------------
Address of Principal Executive Office (Street and Number):
1942 Williamsbridge Road
-------------------------------
City, State and Zip Code: Bronx, New York 10461
---------------------------
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 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
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 Form
10-Q, or 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.
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 the transition report or portion thereof
could not be filed within the prescribed time period. (Attach extra sheets if
needed.)
9278 Communications, Inc. (the "Company") is not able to file its
Quarterly Report on Form 10-Q for the three-month period ended March 31, 2001 on
or prior to May 15, 2001, because the recent resignation of the Company's
independent auditors and the pending retention of new independent auditors has
made it impossible to compile the necessary financial information on a timely
basis and without unreasonable effort or expense.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Sajid Kapadia (718) 887-9278
--------------------------------------------------------------------------------
(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?
[ ] 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.
-2-
9278 COMMUNICATIONS, 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: May 15, 2001 By: /s/ Sajid Kapadia
---------------------------
Name: Sajid Kapadia
Title: Chairman and Chief Executive Officer
================================================================================
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
================================================================================
-3-