UNITED STATES -----------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 -----------------------
OMB Number: 3235-0058
FORM 12B-25 Expires: March 31, 2006
Estimated average burden
hours per response....2.50
NOTIFICATION OF LATE FILING -----------------------
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(Check one): SEC FILE NUMBER
011-15489
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|X| Form 10-K |_| Form 20-F |_| Form 11-K
|_| Form 10-Q |_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: 12/31/2005
|_| 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:
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
EPIXTAR CORP.
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Full Name of Registrant
N/A
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Former Name if Applicable
11900 BISCAYNE BOULEVARD, SUITE 700
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Address of Principal Executive Office (Street and Number)
MIAMI, FLORIDA 33181
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City, State and Zip Code
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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 reason 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, Form 20-F, Form 11-K, 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 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.
NEW AUDITORS FOR THE COMPANY WERE UNABLE TO COMPLETE THE
FINANCIAL STATEMENTS IN THE PRESCRIBED TIME REQUIRED FOR THE
FILING OF THE REPORT.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
IRVING GREENMAN 305 503-8600
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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 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.
We estimate that our revenue for the year ended December 31, 2005 will be
approximately $36,227,413, an increase of $18,492,546 or 104.3% over the
same period last year and our net loss of the year end December 31, 2005
will be approximately 21,639,134 compared to 9,728,926 for the same last
year.
EPIXTAR 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 hereunto duly authorized.
Date: 3/31/06 By: /s/ Irving Greenman
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Irving Greenman
TitlePresident and Chief Financial Officer