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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0-29182
CUSIP NUMBER
31617J-30-6
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: June 30, 2000
[ ] 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:_____________________________
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PART I - REGISTRANT INFORMATION
FIDELITY HOLDINGS, INC.
Full Name of Registrant
Former Name if Applicable
80-02 Kew Gardens Rd.
Address of Principal Executive Office (Street and Number)
Kew Gardens, NY 11415
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 20F, 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 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 why the Form 10-K, 11-K, 10-Q, N-SAR, or the
transition report or portion thereof, could not be filed within the prescribed
time period (Attach Extra Sheets If Needed).
The Form 10-Q could not be filed within the prescribed time period due to
unforeseen delays arising in its preparation. The review was delayed and,
although the review will be completed in
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the prescribed time period, information could not be integrated from the
financial statements into the body of the Form 10-Q within the prescribed time
period.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Bruce Bendell 718 520-6500
(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 that 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:
For the six months ended June 30, 2000, we generated an operating
profit of approximately $730,000. On August 8, 2000, we signed an
agreement with Doron Cohen, our former President and Chief Executive
Officer that calls for potential payments and potential forgiveness of
indebtedness, which, under certain circumstances, would aggregate
approximately $1.7 million. The Company and our auditors are currently
reviewing generally accepted accounting principles as they would be
applied to this specific transaction. Depending on the outcome of such
review, we may incur a one-time charge in the maximum amount of
approximately $1.7 million, which would result in an approximate $1.0
million net loss for the six months ended June 30, 2000.
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Fidelity Holdings Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date:August 14, 2000 /s/ Bruce Bendell
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Bruce Bendell, Chief Executive Officer
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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), evidenced 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 (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 of 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 l2b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
