Form 12b-25

(Check One):

    ¨  Form 10-K and

          Form 10-KSB

    ¨  Form 11-K

    ¨  Form N-SAR

    ¨  Form 10-D

    x  Form 10-Q and

          Form 10-QSB

    ¨  Form 20-F

    ¨  Form N-CSR

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

Commission File Number 0-23712

 

   
    For Period Ended: March 31, 2005

 

 

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

 

Full Name of Registrant: Asconi Corporation

 

Former Name if Applicable:.

 

Address of Principal Executive Office (Street Number): 2200 Winter Springs Boulevard, Suite 106, #330

 

City, State and Zip Code: Oviedo, Florida 32765

 


 

PART II

 

RULE 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 appropriate box.)

 

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, 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 reasons why the Form 10-K, 11-K, 20-F, 10-D, N-SAR or N-CSR or transition report or portion thereof could not be filed within the prescribed time period.

 

The Registrant’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 2005 (the “Quarterly Report”) cannot be filed within the prescribed time period because of the additional time incurred on finalizing of the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 (“2004 Annual Report”). As a result, the Registrant is unable to complete and file the subject Quarterly Report within the prescribed filing period without unreasonable effort or expense. The Registrant and its independent accountants are working to complete the Quarterly Report as expeditiously as possible. The Registrant expects that the Quarterly Report that is subject hereof will be filed within the time allowed by the extension.

 

 


 

PART IV

 

OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification:

 

Alex Brinister


(Name)

    

(407)


(Area Code)

  

245 7379


(Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 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

 

Annual Report on Form 10-KSB for fiscal year ended December 31, 2004

 

 

 

(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 reasons why a reasonable estimate of the results cannot be made.

 


 

 

ASCONI CORPORATION


(Name of Registrant as specified in charter)

 

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date:   May 17, 2005  

By:

 

/s/ Constantin Jitaru


       

Name:

  Constantin Jitaru
       

Title:

  President/Chief Executive Officer

 

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