UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC File Number 0-22055
CUSIP Number 87305 U102
(CHECK ONE): | | Form 10-KSB | | Form 20-F | | Form 11-K |X| Form 10-QSB
| | Form 10-D | | Form N-SAR | | Form N-CSR
For Period Ended: June 30, 2006
| | Transition Report on Form 10-KSB
| | Transition Report on Form 20-F
| | Transition Report on Form 11-K
| | Transition Report on Form Form 10-QSB
| | Transition Report on Form N-SAR
For the Transition Period Ended: ______________________________
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
AMEDIA NETWORKS, INC.
Full Name of Registrant
2 CORBETT WAY
Address of Principal Executive Office
EATONTOWN, NEW JERSEY 07724
City, State and 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)
| (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
| Forms 10-KSB, 20-F, 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, 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 reason why Forms 10-KSB, 20-F, 11-K,
10-QSB, 10-D, N-SAR, N-CSR or the transition report portion thereof could not be
filed within the prescribed time period.
The registrant's Quarterly Report on Form 10-QSB for the three months ended June
30, 2006 could not be filed by the prescribed due date of August 14, 2006
because the registrant had not yet finalized its financial statements for the
three month period and the review of those financial statements is ongoing. The
delay is due in part to the limited staff and other resources of the registrant
available to prepare the report within the prescribed time period. Accordingly,
the registrant is unable to file such report within the prescribed time period
without unreasonable effort or expense. The registrant anticipates that the
subject quarterly report will be filed on or before August 21, 2006.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
FRANK GALUPPO, CEO (732) 440-1992
- ---------------------------------
(2) Have all other periodic reports required under Section 13 or 15(d) or 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). Yes |X| 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 reason why a reasonable estimate
of the results cannot be made.
For the three and six months ended June 30, 2005, the registrant had a net loss
of approximately $5,500,000 and $7,500,000, respectively. For the three and six
months ended June 30, 2006, the registrant currently estimates that it had a net
loss applicable to common stockholders of approximately $6,200,000 and
$9,700,000, respectively. Results for the 2006 periods remain subject to further
adjustment and actual results may differ significantly from the foregoing
estimates.
This increase in net loss for the 2006 periods is primarily attributable to
increased research and development, sales and marketing and general and
administrative expenses during the three and six months ended June 30, 2006 as
compared to the comparable periods in 2005. The increase in general and
administrative expenses and research and development expenses during the 2006
periods is attributable to additional stock based compensation recorded in
respect of stock options granted to employees and the implementation of SFAS
123R effective January 1, 2006 as well as increased development costs of our
products.
- --------------------------------------------------------------------------------
AMEDIA NETWORKS, INC.
--------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: AUGUST 14, 2006 By: /s/ FRANK GALUPPO
---------------------
Frank Galuppo
Chief Executive Officer