UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
COMMISSION FILE NUMBER-0-21931
NOTIFICATION OF LATE FILING
(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 31, 2003
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__ TRANSITION REPORT ON FORM 10-K AND FORM 10-KSB
__ TRANSITION REPORT ON FORM 20-F
__ TRANSITION REPORT ON FORM 11-K
__ TRANSITION REPORT ON FORM 10-Q AND FORM 10-QSB
__ TRANSITION REPORT ON FORM N-SAR
FOR THE TRANSITION PERIOD ENDED: ___________________
READ INSTRUCTIONS (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: AVALON DIGITAL MARKETING SYSTEMS, INC.
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Former Name of Registrant: MINDARROW SYSTEMS, INC.____________________
Address of Principal Executive Office (Street and Number):
19782 MacArthur Blvd., Suite 100, Irvine, CA 92612
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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-25b, 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 Forms 10-K, 10-KSB, Form 20-F, 11-K, 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 Forms 10-Q, 10-QSB, 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 Forms 10-K, 10-KSB, 20-F,
11-K, 10-Q,10-QSB, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The Company has not been able to complete the preparation of financial data
and other narrative information in sufficient time to complete the Company's
Quarterly Report on Form 10-Q by May 15, 2003, the required filing date, without
unreasonable effort and expense. As a result of the foregoing factors, the
Company has been unable to finalize its financial statements for its quarterly
report on Form 10-Q for the quarter ended March 31, 2003. The Company expects to
file such quarterly report on Form 10-Q as soon as practicable.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Michael R. Friedl (949) 660-1700
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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 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 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.
The Company has been involved in several mergers and acquisitions in the past
fiscal year, including the merger between Category 5 Technologies Inc. and
MindArrow Systems, Inc., which created Avalon Digital Marketing Systems, Inc. We
have also been negotiating with potential investors which may result in a
near-term sale of assets of restructuring. We anticipate changes in our
financial statements and results of operations for the quarter ended March 31,
2003, compared to the corresponding period for the prior fiscal year, due
primarily to the substantial change in the nature and composition of our
businesses since the prior period.
AVALON DIGITAL MARKETING SYSTEMS, 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
hereto duly authorized
Dated: May 16, 2003 AVALON DIGITAL MARKETING SYSTEMS, INC.
By: /s/ Michael R. Friedl
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Michael R. Friedl
Chief Financial Officer, Treasurer
and Secretary
INSTRUCTION: The 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
INTENTION 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 (17 CFR 240.12b-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 0-3 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 amendment notification.