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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
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SEC FILE NUMBER:
001-13616
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CUSIP NUMBER:
86211A
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NOTIFICATION OF LATE FILING
(CHECK ONE): [ ] Form 10-K [ ] Form 20-F [ ]Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 2005
[ ] 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.
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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
STORAGE COMPUTER CORPORATION
Full Name of Registrant
Former Name if Applicable
11 Riverside Street
Address of Principal Executive Office (STREET AND NUMBER)
Nashua, New Hampshire 03862
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;
[ ] (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
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.
On March 31, 2005 the Company announced that its Annual Report on Form 10K for
fiscal year ended December 31, 2004 could not be filed within the prescribed
time period due to the Company's inability to secure new financing and the
resulting lack of financial resources to complete the 2004 audit.
The Company cannot file its Quarterly Report on Form 10Q for the quarter ended
March 31, 2005 within the prescribed time period due to the same lack of
financial resources described above.
The Company has previously received a "going concern opinion" from its auditors
due to recurring losses and negative cash flow from operations which raises
substantial doubt about the Company's ability to continue as a going concern.
The Company is continuing to pursue new financing sources. However, there can be
no assurance that the Company will be able to obtain new financing and, if new
financing is obtained it could result in significant dilution to existing
shareholders. As previously reported, if we are not successful in obtaining new
financing the ability of the Company to continue as an independent company is in
serious doubt.
For the reasons described above, the Company is unable to determine at this time
a date certain by which it expects to file its Form 10Q for the quarter ended
March 31, 2005 and Form 10K for the year end December 31, 2004.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
Statements made in this Form 12b-25, as well as statements made by us in
periodic filings with governmental entities, press releases and other public
communications, that reflect management's current assumptions and estimates of
future performance may contain forward-looking statements to future events or
future financial performance that involves risks and uncertainties. These
statements are made pursuant to the safe harbor provisions of Section 21E of the
Securities Exchange Act of 1934. These statements are only predictions and
actual results could differ materially from those anticipated in these
statements based upon a number of factors including those uncertainties and risk
factors detailed from time to time in reports filed by us with the Securities
and Exchange Commission, including our most recent reports on Forms 10-K and
10-Q.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Michael J. O'Donnell (603) 880-3005
(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
Form 10K for the year ended December 31, 2004 has not been filed.
(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?
[X] 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.
We anticipate that the earnings statements to be included in Form 10Q for the
quarter ended March 31, 2005 will reflect revenue of approximately $85,000
compared to $91,018 for the same period in 2004. The Net Loss for the quarter
ended March 31, 2005 cannot be determined at this time as significant work
remains to be completed before a reasonable estimate can be prepared. The Net
Loss for the same period in 2004 was $955,210. The cash position at March 31,
2005 was approsimatelly$35,000.00
STORAGE COMPUTER 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: May 17, 2005
By: /S/ MICHAEL J. O'DONNELL
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Name: Michael J. O'Donnell
Title: Chief Financial Officer