-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SKwaz2LjkDooGv9nek6esfYh2P1dJb4EM/A7zPt/tsgS4D/lTQuFfnNglkNlYuu6 vgPgsrgupVCf795RyvTx7g== 0000927797-98-000077.txt : 19980518 0000927797-98-000077.hdr.sgml : 19980518 ACCESSION NUMBER: 0000927797-98-000077 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S WIRELESS DATA INC CENTRAL INDEX KEY: 0000895716 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 841178691 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: SEC FILE NUMBER: 000-22848 FILM NUMBER: 98624655 BUSINESS ADDRESS: STREET 1: 2200 POWELL STREET STREET 2: SUITE 450 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5105962025 MAIL ADDRESS: STREET 1: 2200 POWELL STREET STREET 2: SUITE 450 CITY: EMERYVILLE STATE: CA ZIP: 94608 NT 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 0-22848 FORM 12B-25 CUSIP NUMBER 912-899-10-1 NOTIFICATION OF LATE FILING (Check one): | | Form 10-K & Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q & Form 10-QSB [ ] Form N-SAR For Period Ended: March 31, 1998 [ ] 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 Instructions (on page 3) 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: - -------------------------------------------------------------------------------- PART I - REGISTRANT INFORMATION - -------------------------------------------------------------------------------- Full Name of Registrant U.S. Wireless Data, Inc. - -------------------------------------------------------------------------------- Former Name if Applicable - -------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) 2200 Powell Street - -------------------------------------------------------------------------------- City, State and Zip Code Emeryville, CA 94608 - -------------------------------------------------------------------------------- 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) (a) The reasons described in 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-K, 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-K and Form 10-KSB, 20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. The Company requires the five-day filing extension for its Form 10-QSB for period ending March 31,1998 since its normal closing schedule was impacted by the preparation and filing of a Form SB-2 submitted on May 14,1998. The filing extension allows for the time required to complete and review the quarterly filing. - -------------------------------------------------------------------------------- PART IV - OTHER INFORMATION - -------------------------------------------------------------------------------- (1) Name and telephone number of person to contact in regard to this notification: Robert E. Robichaud 510 596-2025 ------------------- --- -------- (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 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 hereof? |X| Yes |_| No Based on preliminary draft financial results, we expect the Company to report a net loss of approximately $3,050,000 for the third fiscal quarter ended March 31,1998, as compared to a net loss of $83,000 for the prior year's third quarter. The increased loss reflects the significant increase in headcount and infrastructure, which is under development to support the company's new distribution model. This transition is explained in the previous 10-Q and 10-K reports. The second quarter projected loss also includes the following estimated non-cash charges: a) $400,000 interest expense related to the accounting for the private placement offering completed in December 1997 (b) $350,000 quarterly amortization of consulting expense for an agreement recorded in the first quarter of fiscal 1998, (c) $900,000 litigation settlement reached in March, 1998 for the resolution of claims by certain noteholders. Each of these items are described in more detail in the Form SB-2 filed May 14, 1998. U.S. WIRELESS DATA, 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: November 30, 1997 By: Robert E. Robichaud -------------------------------------- ------------------- Chief Financial Officer INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other fully authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. -----END PRIVACY-ENHANCED MESSAGE-----