Washington, D.C. 20549
                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

     (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
                                 [ ] Form N-SAR

                       For Period Ended: December 31, 2004


                       [ ] 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 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

Full Name of Registrant

- ------------------------------------------------------------------------------
Former Name if Applicable

35 WILBUR STREET                      
Address of Principal Executive Office (Street and Number)

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; 

     [X] (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 of  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.

                         (Attach Extra Sheets if needed)
                                 SEC 1344 (6/94)

                             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 or portion  thereof,  could not be filed within
the prescribed time period. (See attached Schedule)

Additional time required for the filing of the 10KSB for the year ended December
31, 2004 due to the preparation and analysis of certain documents  contingencies
and transactions.

                          PART IV -- OTHER INFORMATION

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

           Lawrence Dobroff                        (516) 593-7000
         (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) [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.

                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date:    March 31, 2005                By: /s/Lawrence Dobroff
     --------------------------------  -----------------------------
                                       Name:   Lawrence Dobroff
                                       Title:  Chief Financial Officer