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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION --------------------------
|OMB Number: 3235-0058 |
Washington, D.C. 20549 --------------------------
|Expires: January 31, 2002|
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FORM 12b-25 SEC FILE NUMBER 000-29793
CUSIP NUMBER 68400F 10 9
NOTIFICATION OF LATE FILING
(Check One): /_/ Form 10-K /_/ Form 20-F /_/ Form 11-K /X/ Form 10-Q
/_/Form N-SAR
For Period Ended: September 30, 2001
[ ] 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 Instruction (on back page) 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:
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PART I -- REGISTRANT INFORMATION
Opus360 Corporation
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Full Name of Registrant
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Former Name if Applicable
39 West 13th Street
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Address of Principal Executive Office (Street and Number)
New York, New York 10011
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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 reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F,11-K or Form
X 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-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. NOT
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 portion thereof, could not be filed
within the prescribed time period.
The Registrant recently completed a reverse acquisition with a
non-reporting private entity with significant international operations. In
connection with this transaction, the Registrant needs additional time to
complete the preparation of the accounting acquiror's consolidated
financial statements and related disclosures in conformity with the
requirements for the Quarterly Report on Form 10-Q for the quarter and nine
months ended September 30, 2001.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Peter Schwartz, 212-884-6432.
(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
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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.
For the third quarter of 2000, the Registrant reported revenue and a net
loss of $3.3 million and $17.6 million, respectively, with 49 million shares
outstanding. For the current quarter, estimated revenue and net loss for
the combined entities are approximately $16 million and $7 million,
respectively, with 83 million average shares outstanding. Since the
combination was accounted for as a reverse acquisition, the year-to-date
and prior year activity being reported for the first time has proven
difficult to reasonably estimate with any degree of accuracy.
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[GRAPHIC OMITTED]
Opus360 Corporation
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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: November 14, 2001 By /s/ Peter Schwartz
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Peter Schwartz, CFO
INSTRUCTION: The form may be signed by an executive officer of the
registrant of by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.
ATTENTION
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International misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).