Notification Of Late Filing

(Check One):

  UNITED STATES  

    ¨  Form 10-K

  SECURITIES AND EXCHANGE COMMISSION  

    ¨  Form 11-K

  Washington, D.C. 20549  

    ¨  Form 20-F

   

    x  Form 10-Q

  FORM 12b-25  

    ¨  Form 10D

   

    ¨  Form N-SAR

   

    ¨  Form N-CSR

  NOTIFICATION OF LATE FILING  

 

  For Period Ended: March 31, 2006
  ¨  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 I

REGISTRANT INFORMATION

SP Holding Corporation


Full Name of Registrant

SPEEDCOM Wireless Corporation


Former Name if Applicable

2361 Campus Drive, Suite 101


Address of Principal Executive Office (Street and Number)

Irvine, California 92612


City, State and Zip Code

 


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.)

 

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, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, 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 subject distribution report on Form 10D, 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 the Form 10-K, 20-F, 11-K, 10-Q, 10D, 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 timely file its Form 10-QSB for the quarter ended March 31, 2006 because the Registrant was unable to obtain and verify certain information necessary to complete the Report on a timely basis without considerable expense to the Registrant. The Registrant represents that its Form 10-QSB will be filed within the period specified by Rule 12b-25(b)(2)(ii).

 


PART IV

OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Mark Schaftlein

(Name)

    

    949    

(Area Code)

  

833-9001

(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).    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?    ¨  Yes    x  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.

 


 

SP Holding Corporation


             (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 15, 2006   By:  

/s/ Mark Schaftlein

  Name:   Mark Schaftlein
  Title:  

Chief Financial Officer and

Acting Chief Executive Officer