SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 1-9224
NOTIFICATION OF LATE FILING
(Check One): __ Form 10-KSB ___ Form 11-K ___ Form 20-F
[X] Form 10-Q ___ Form N-SAR
For Period Ended: June 30, 2003
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___ 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 attached instruction sheet 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 1
REGISTRANT INFORMATION
Full name of registrant: CNE Group, Inc.
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Former name if applicable:
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Address of principal executive office (street and number)
:200 West 57th Street, Suite 507
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City, state and zip code: New York, NY 10019
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PART 11
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, 20-F, 11-K or Form N-SAR, or a portion thereof will be
filed on or before the 15th 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-25c
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-KSB, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attached extra sheets if needed.)
The Company requires additional time to prepare and file its Quarterly
Report on Form 10-Q for the three and six month periods ended June 30, 2003 and
2002 (the "2003 Form 10-Q"). The Company filed a Form 8-K on May 6, 2003 and
related Form 8K/A on July 7, 2003 relating to the completion of significant
acquisitions and related debt financing in April of 2003. These transactions
have a significant financial impact on the Form 10-Q for the period ended June
30, 2003. The Company's senior management and those responsible for preparing
and reviewing this Form 10-Q have been diverted from devoting the necessary and
appropriate attention to the completion of this filing, including the Company's
financial statements, by their required involvement in, and preoccupation with,
the aforementioned transactions. The Company expects to file its Form 10-Q for
the period ended June 30, 2003 no later than August 19, 2003, the fifth day
following the prescribed due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Anthony S. Conigliaro 212 977-2200
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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 Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the proceeding 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?
[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 reasonably expect the Net Loss for the six-month period ended June 30, 2003
to be approximately $910,000 as compared to the Net Income of $3,107,927 for the
six-month period ended June 30, 2002. The reason for the difference between the
Net Loss for the six-month period ended June 30, 2003 as compared to the Net
Income for the six-month period ended June 30, 2002 can be primarily attributed
to(i) Income from Discontinued Operations of $3,712,884 which was due primarily
to a gain recognized on the extinguishment of debt in January 2002 and (ii)
expenses associated with acquisitions and a private financing completed in April
2003.
CNE Group, Inc.
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(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 14, 2003 By /s/ Anthony S. Conigliaro
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Anthony S. Conigliaro
Vice President and Chief Financial Officer
INSTRUCTIONS: This form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule G-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulations S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulations S-T.