NT 10-K 1 f12b25.htm LATE NOTIFICATION ENDED DECEMBER 31, 2007 UNITED STATES




 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

 

 

 

 

 

FORM 12b-25

 

 

NOTIFICATION OF LATE FILING

 


(Check one):

X

 Form 10-K 

 

 Form 20-F 

 

 Form 11-K 

 

 Form 10-Q 

 

 Form 10-D 

 

 Form N-SAR 

 

 Form N-CSR

 

 

For Period Ended:

December 31, 2007

 

 

 

 

 

 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 Instructions (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:


PART I — REGISTRANT INFORMATION

Ambient Corporation

Full Name of Registrant

 

 

Former Name if Applicable

 

79 Chapel Street

Address of Principal Executive Office (Street and Number)

 

Newton, Massachusetts 02458

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;

 

  (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

X

 

 

  (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 Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

The registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 could not be filed by the prescribed due date of March 31, 2008 because registrant had not yet finalized its treatment and disclosure of certain events, and the audit of registrant’s 2007 financial statements is ongoing. 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 15, 2008.




PART IV — OTHER INFORMATION


(1)

Name and telephone number of person to contact in regard to this notification

 

 

John J. Joyce

 

(617)

 

332-0004

 

(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 

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.

For the year ended December 31, 2006, the registrant had revenues of $2,337,136 and a net loss of $12,739,392. For the year ended December 31, 2007, the registrant currently estimates that it had revenues of $2,264,978, and a net loss of $15,756,393 million. Results for the 2007 fiscal year remain subject to further adjustment.

This increase in net loss of approximately $3,017,001 (or 24%) is primarily attributable to an increase in amortization of debt discount, beneficial conversion features, finance cost, and general administrative operating expenses

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 year ended December 31, 2007. 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.


 

Ambient Corporation

(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, 1, 2008

 

By:

/s/John J. Joyce

 

 

 

 

John J. Joyce

Chief Executive Officer