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SEC FILE NUMBER
0-29794
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CUSIP NUMBER
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR |_| Form N-CSR
For Period Ended: September 30, 2006
|_| 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.
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
PubliCARD, Inc.
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Full Name of Registrant
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Former Name if Applicable
One Rockefeller Plaza, 14th Floor
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Address of Principal Executive Officer (Street and Number)
New York, New York 10020
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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;
|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 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, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
As previously reported in PubliCARD, Inc.'s (the "Company") Annual Report on
Form 10-K for the year ended December 31, 2005 and subsequently filed Quarterly
Reports on Form 10-Q, the Company has incurred operating losses, a substantial
decline in working capital and negative cash flow from operations for a number
of years, the Company has experienced a substantial reduction in its cash and
short term investments, and management believes that existing cash and
short-term investments will not be sufficient to permit the Company to continue
operating in the near future, which would likely result in the Company ceasing
operations, and resulting in the Company's inability to continue as a going
concern. As a result of this severe financial situation, the Company has an
extremely limited number of members of management, and management has been
devoting substantially all of its time to attempting to address this financial
situation (although there is no assurance that these efforts will be
successful). Accordingly, the Company is experiencing delays in compiling
certain required information necessary for the completion of its Quarterly
Report for the quarter ended September 30, 2006 (the September 1O-Q"). As a
result, the Company represents that it could not, without unreasonable effort or
expense, timely file the September l0-Q. The Company represents that the
September 10-Q will be filed no later than the fifth calendar day following the
date on which it was due.
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the
SEC 1344 (05-06) form displays a currently valid OMB control number.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Joseph Sarachek 212 332-4011
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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).
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 |_| No |X|
PubliCARD, 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
hereunto duly authorized.
Date November 14, 2006 By /s/ Joseph Sarachek
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Joseph Sarachek
Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
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.
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic filers: This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit reports within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T (ss.232.13(b) of this Chapter).