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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-96988
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NOTIFICATION OF LATE FILING
(Check One): Form 10-K Form 11-K X Form 20-F
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Form 10-QSB Form N-SAR
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For Period Ended: September 30, 2000
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Transition Report on Form 10-K Transition Report on Form 10-Q
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Transition Report on Form 20-F Transition Report on Form N-SAR
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Transition Report on Form 11-K
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For the Transition Period Ended:
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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 Net-Matrix Limited
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Former name if applicable
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Address of principal executive office (Street and number)
Room 1806, Hutchison House, 10 Harcourt Road
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City, state and zip code Central, Hong Kong
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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;
(b) The subject quarterly report or transition report on Form 10-QSB, or
portion thereof will be filed on or before the fifth calendar day
X following the prescribed due date; and
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(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Annual Report on
Form 20-F could not be filed within the prescribed time period. (Attach
extra sheets if needed.)
The Registrant, a first-time filer incorporated in the British
Virgin Islands and headquartered in Hong Kong, is in the process of internally
understanding the securities filing requirements under the laws of the United
States. This process, in coordination with the efforts of the Registrant's
outside auditors and legal advisors, has taken more time than anticipated;
as such, the Registrant is not in a position to finalize its 20-F Annual
Report for the fiscal year ending September 30, 2000 in accordance with the
requirements of the Securities Act of 1934, as amended. The Registrant
currently expects, however, that it will be able to file an Annual Report on
Form 20-F with such additional time provided pursuant to Rule 12b-25.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mr. Silas Chan 011 (852)2802-3638
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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
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(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
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Net-Matrix Limited
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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 December 29, 2000 By /s/ Silas Sheung Kwan Chan
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Name: Silas Sheung Kwan Chan
Title: Director and Secretary
By /s/ Kevin Sheung Wai Chan
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Name: Kevin Sheung Wai Chan
Title: Director