UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
SEC FILE NUMBER: 333-37654
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CUSIP NUMBER: 65440W 10 0
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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: June 30, 2002
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[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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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.
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Former Name If Applicable: N/A
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Address of Principal Executive Office
(Street and Number): 1942 Williamsbridge Road
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City, State and Zip Code: Bronx, New York 10461
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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 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, 2002 on or prior
to May 15, 2002, because the Company's independent auditors have not issued
their report on the Company's financial statements for the year ended December
31, 2001 which 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
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(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).
[ ] Yes [X] No
The Company's Annual Report on Form 10-K for the year ended December 31, 2002
has not been filed yet as a result of the delay in the issuance of the auditor's
report to be contained therein.
(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
For the period ending June 30, 2001, the Registrant posted net income of
approximately $2.2 million. The Registrant anticipates posting a net loss of
approximately the same amount for the period ending June 30, 2002.
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.
9278 COMMUNICATIONS, INC.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 14, 2002 By: /s/ Sajid Kapadia
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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).