UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC File Number
000-50373
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form
10-Q [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: June 30, 2004
[ ] 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:
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Read 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 the notification relates:
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PART I - REGISTRANT INFORMATION
Spectrum Sciences & Software Holdings Corp.
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Full Name of Registrant
N/A
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Former Name if Applicable
91 Hill Avenue NW
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Address of Principal Executive Office (Street and Number)
Fort Walton Beach, Florida 32548
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City, State and Zip Code
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 reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR or Form N-CSR, or
[X] portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or 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 Forms 10-K, 11-K, 20-F, 10-Q,
N-SAR, N-CSR or the transition report or portion thereof, could not be filed
within the prescribed time period.
Due to the disruption in business and communications caused by Hurricane
Charley, the Registrant was unable to confirm the completion of the review by
its auditors (located in Orlando, Florida) of the Registrant's quarterly
financial statements prior to the prescribed filing date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Nancy C. Gontarek (850) 796-0909
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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 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.
Based upon unaudited and unreviewed financial statements, the Registrant
anticipates reporting revenues of $3,418,747, operating expenses of $27,053,790
operating loss of $26,689,967 and a net loss of $26,620,185 for the three month
period ended June 30, 2004. The change in the results of operations is due
primarily to the recording of consulting expenses in the amount of $25,965,620
related to the issuance of stock options to a non-employee stockholder and
another consultant during the three month period ended June 30, 2004.
Spectrum Sciences & Software Holdings Corp.
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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 17, 2004 By /s/ NANCY C. GONTAREK
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Nancy C. Gontarek
Chief Financial Officer