UNITED STATES
SECURITIES AND EXCHANGE COMMISSION +-------------+
WASHINGTON D.C. 20549 | OMB Number |
| 3235-0058 |
FORM 12b-25 | expires |
NOTIFICATION OF LATE FILING | 01/31/2005 |
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| SEC File # |
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| CUSIP # |
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(Check One)
[X] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ]Form 10-Q
[ ] Form N-SAR
For Period Ended: June 30, 2003
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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 Instruction (on back page) Before Preparing Form. Please Print or Type. |
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| Nothing in this form shall be construed to imply that the Commission has |
| verified any information contained herein. |
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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
S3I Holdings, Inc.
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Full Name of Registrant:
Axtion Foods, Inc.
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Former Name if Applicable
5927 Priestly Drive, Suite 101
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Address of Principal Executive Office (Street and Number)
Carlsbad, CA 92008
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City, State, 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)
[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, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-QSB, 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,
N-SAR or the transition report or portion thereof could not be filed
within the prescribed time period.
The Registrant is unable to file the subject report in a timely manner because
the Registrant did not timely receive historical financial information from
management of its predecessor in interest and as a result was not able to
complete timely its financial statements without unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Fred Villella (760) 602-1946
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(Name) (Area Code) (Telephone No.)
(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? [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.
Per the 8-K filed on April 17, 2003, Axtion Foods completed an Agreement & Plan
of Share Exchange with SecureSoft Systems, Inc. (SecureSoft). The exchange of
shares has been recorded as a reverse acquisition whereby SecureSoft is the
accounting survivor. Therefore the accounting history of SecureSoft will be
presented in the financial statements. Based on preliminary figures, revenues
will be approximately $300,000 for the six months ended June 30, 2003 and a net
loss will be reported. At this time, the net loss cannot be determined because
the historical financial information from management of its predecessor in
interest was not timely received.
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S3I Holdings, 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
thereunto duly authorized.
Date: September 26, 2003 By: /s/ Fred Villella
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