SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 0-8918
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 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 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:
Part I. REGISTRANT INFORMATION
Full name of registrant: Carnegie International Corporation
Former name if applicable ___________________________________________
11350 McCormick Road, Executive Plaza #3, Suite 1001
Address of principal executive office (Street and number)
Hunt Valley, Maryland 21031
City, State and Zip Code
Part II. RULE 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable
effort or expenses and the registrant seeks relief pursuant to Rule 12b-25, the
following should be completed. (Check appropriate box).
[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 Form 10-K, 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 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 Form 10-K,
11-K, 20-F, 10-Q, N-SAR or the transition report portion could
not be filed within the prescribed time period.
(Attached extra sheets if needed.)
On February 12, 1999, the Registrant filed Form 10-SB/A with
the SEC pursuant to Section 12(g) of the Securities and Exchange Act of 1934. On
March 29, 1999, the Registrant received accounting comments from the SEC staff
in connection with that filing. The Registrant's Form 10-KSB for fiscal 1998 was
due to be filed with the SEC on March 31, 1999; however, it could not be filed
until the accounting issues raised by the SEC were resolved. On April 27, 1999,
believing that the accounting issues had been resolved, the Registrant filed
with the SEC Form 10-KSB for fiscal 1998. On April 29, 1999, the SEC staff
advised the Registrant that accounting issues remained. The Registrant intends
to file an amended Form 10-KSB as promptly as possible. The Registrant's revised
financial statements for fiscal 1998 are not ready today, the date on which the
Registrant's Form 10-QSB is due to be filed. Revisions to the Registrant's
fiscal 1998 financial statements will have a direct bearing on the Registrant's
Form 10-QSB. As a result, the Registrant is unable to file its Form 10-QSB on
its due date.
Part IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification:
Lowell Farkas 410 785-7400
(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 operation from the corresponding period for the last 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 applicable, state the reason why a
reasonable estimate of the results cannot be made.
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It is anticipated that there will be significant changes in
the Registrant's results of operations from the quarter ended March 31, 1999 to
the quarter ended March 31, 1998. The Registrant is unable to determine at this
time the amounts of such changes or explanations thereof due to the
unavailability of financial statements for fiscal 1998, as explained above.
CARNEGIE INTERNATIONAL CORPORATION has caused this notification to be signed on
its behalf by the undersigned thereunto duly authorized.
Date: May 17 , 1999 By: /s/ Lowell Farkas
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Lowell Farkas
President
C77150a.108
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