Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 12b-25

SEC File Number 333-141141

NOTIFICATION OF LATE FILING

(Check One):
o  Form 10-K
o Form N-SAR
o Form 20-F
o Form N-CSR
o Form 11-K
 
x Form 10-Q
o Form 10-D

For Period Ended:
March 31, 2008
 
o
Transition Report on Form 10-K
o
Transition Report on Form 10-Q
o
Transition Report on Form 20-F
o
Transition Report on Form N-SAR
o
Transition Report on Form 11-K
    

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

Full name of registrant
                Customer Acquisition Network Holdings, Inc.
   
Former name if applicable
  

 
                    200 Park Ave South, Suite 908-909
 
            Address of principal executive office (Street and number)

City, state and zip code
                        New York, NY 10003
 

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 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 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 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.

The Registrant is unable to file its Form 10-Q in a timely manner as a result of the resignation of the Registrant’s chief financial officer on April 25, 2008. Given the transition period required to appoint an interim chief financial officer, the Registrant has been unable to obtain information required for the completion of the presentation of its Financial Statements in the annual report on Form 10-Q. The Registrant intends to file its Form 10-Q on or prior to the prescribed extended date.
 
PART IV
OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification
         
Michael D. Mathews
(954)
712-0000
(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).

xYes o 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?

o Yes x No
 
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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.
 
Customer Acquisition Network Holdings, Inc.
(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 16, 2008 By:   /s/ Michael D. Mathews
 
Name: Michael D. Mathews
  Title: Chief Financial Officer


ATTENTION

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