SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
SEC File Number 33-119632
CUSIP Number 759424 10 4
NOTIFICATION OF LATE FILING
(Check One): / / Form 10-K / / Form 20-F / / Form 11-K /X/ Form 10-Q / / Form 10-D
/ / Form N-SAR / / Form N-CSR
For Period Ended: September 30, 2005
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/ / 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 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 the notification relates:
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PART I
REGISTRANT INFORMATION
Full Name of Registrant RELATIONSERVE MEDIA, INC.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number) 6700 North Andrews Avenue
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City, State and Zip Code Fort Lauderdale, Florida 33309
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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.)
(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-K, 20-F, 11-K or Form N-SAR or Form N-CSR, or 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 subject distribution report on Form 10-D, 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, 20-F,
11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
The Registrant was unable to file the Form 10-QSB for the quarter ended
September 30, 2005, without unreasonable effort or expense, due to the effects
of Hurricane Wilma on the Registrant's principal offices and the offices of the
Registrant's accountants.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
DANIELLE KARP (954) 202-6000
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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).
/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.
RELATIONSERVE MEDIA, 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
hereunto duly authorized.
Date November 14, 2005 By /s/ Danielle Karp
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Name: Danielle Karp
Title: President
INSTRUCTION. The form may be signed by an executive officer of
the registrant or by any other duly 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.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS. (SEE 18 U.S.C. 1001).
