Notification of Late Filing
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

Commission File No.: 0-26059

  
   
   
   
   
   

 

(Check One):    

  

¨  Form 10-K and Form 10-KSB    ¨  Form 20-F    ¨  Form 11-K

x  Form 10-Q and Form 10-QSB    ¨  Form N-SAR

  For Period Ended: March 29, 2008
  ¨  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:             

 

 

PART I - REGISTRANT INFORMATION

 

BSML, INC.
Full Name of Registrant
 
Former Name if Applicable
301 Yamato Rd Suite 31310
Address of Principal Executive Office (Street and Number)
Boca Raton, Fl 33431
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).

 

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, 11-K or Form 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 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 RESPONSE

State below in reasonable detail the reasons why Form 10-K and 10-KSB, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof could not be filed within the prescribed period.

In February 2008, a new Chief Financial Officer was appointed. In late April, the Company’s Chief Executive Officer resigned and a new Chief Executive Officer was appointed. Both the Chief Executive Officer and the Chief Financial Officer have relatively short tenure in their respective positions and therefore have only limited experience with the Company’s financial statements and information. Additionally, the recent relocation of the Company’s headquarters resulted in a change in accounting department personnel at or subsequent to the end of the fiscal year. Further, we remain heavily dependent on legacy information technology systems that lack adequate documentation and require substantial manual supplementary efforts in support of some of our revenue recognition processes. These factors, singly and in combination, result in risk that the Company’s financial results could be materially misstated.

These factors, in combination, prevent the filing of the Company’s quarterly report on Form 10-Q by its due date of May 13, 2008. The Company will file its quarterly report on Form 10-Q within 5 days of the date the original Form 10-Q was due.

 

 

PART IV - OTHER INFORMATION

 

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

 

Marc Applebaum      (561)    988-4098
(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 the answer is no, identify report(s).    x  Yes    ¨  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

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.

 

 

 

 

 

BSML, INC.
(Name of Registrant as specified in charter)

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

 

Dated: 

    May 13, 2008    By:     /s/ Marc Applebaum
         Marc Applebaum
         Chief Financial Officer

 

    ATTENTION     
       

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (see 18 U.S.C. 1001).