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): |X| Form 10-KSB | | Form 20-F | | Form 11-K | | Form 10-QSB
| | Form 10-D | | Form N-SAR | | Form N-CSR
For Period Ended: December 31, 2005
| | Transition Report on Form 10-KSB
| | Transition Report on Form 20-F
| | Transition Report on Form 11-K
| | Transition Report on 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.
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FULL NAME OF REGISTRANT
2 CORBETT WAY
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICE
EATONTOWN, NEW JERSEY 07724
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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 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 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 Annual Report on Form 10-KSB for the fiscal year ended December
31, 2006 could not be filed by the prescribed due date of March 31, 2007 because
registrant had not yet finalized its financial statements for the fourth quarter
and fiscal year 2006 and the audit of registrant's 2006 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 annual report will be filed on or before April 16, 2007.
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 year ended December 31, 2005, the registrant had revenues of $5,548 and
a net loss of $12,941,282. For the year ended December 31, 2006, the registrant
currently estimates that it had revenues of approximately $32,723 and a net loss
of approximately $20,731,901. Results for the 2006 fiscal year remain subject to
further adjustment.
This increase in net loss of approximately $7,790,619 (or 60%) is primarily
attributable to increased research and development, general and administrative
expenses, inventory and impairment charges, and interest expenses and penalties
accrued during 2006 as compared to 2005. Research and development expenses
increased primarily due to the increase in amounts incurred for personnel,
contracted labor and certain materials and supplies used in product development
and enhancement during 2006. Sales and marketing expenses decreased however
primarily due to reduced staff costs and other reduced marketing expenditures
during 2006. General and administrative expenses increased primarily due to
increased investor relations activities, stock based compensation and other
deferred compensation and office related charges. Inventory and impairment
charges increased to reflect the lower of cost or market and recoverability of
previously capitalized costs.
This Notification of Late Filing on Form 12b-25 contains forward-looking
statements, including forward-looking statements relating to the Registrant's
financial results for the fiscal year ended December 31, 2006. These statements
are based on management's current expectations and involve a number of risks and
uncertainties, including risks described in our filings with the Securities and
Exchange Commission. The Registrant's actual results may differ materially from
the Registrant's anticipated or expected results and the results in the
forward-looking statements.
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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: April 2, 2007 By: /s/ Frank Galuppo
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Frank Galuppo
Chief Executive Officer