ACSH -- ACS Holdings, Inc.
Com ($0.001)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 000-33465
(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: June 30, 2004
[ ] Transition Report on From 10-K
[ ] Transition Report on From 20-F
[ ] Transition Report on From 11-K
[ ] Transition Report on From 10-Q
[ ] Transition Report on From 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
ACS HOLDINGS, INC.
Full Name of Registrant
FORMER NAME IF APPLICABLE
7658 Municipal Drive
Address of Principal Executive Office (Street and Number)
new york, Florida 32819 City, State and Zip Code
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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, 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 the Form 10-K 20-F, 11-K, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The Registrant was unable to file its Quarterly Report on Form 10-QSB for the period ended June 30, 2004 within the prescribed time period for the following reason: The Registrant has been engaged in an audit with the Registrant's accountants in connection with that certain Asset Purchase Agreement dated April 21, 2004, by and between the Registrant and American Card Services, Inc., a Delaware corporation, as reported in the Registrant's 8-K filed with the Commission on May 11, 2004, and has been unable to compile all pertinent information to complete the quarterly report or provide the Registrant's accountant with all of the accounting information necessary to complete the quarterly report.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to this notification.
Walter Roder 407 248-1543
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities and 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 reports been filed? If answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results or 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 separate, state the reasons why a reasonable estimate of the results cannot be made.
2
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ACS 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: August 16, 2004 By: /s/ Walter H. Roder II
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Walter H. Roder II
Chief Executive Officer
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