UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
1-12835
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CUSIP NUMBER
981430101
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(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-QSB
[ ] Form N-SAR [ ] Form 10-KSB
For Period Ended: March 31, 1999
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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:
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Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
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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--Registration Information
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Full Name of Registrant: World Callnet, Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number)
World Callnet, Inc.
Brecon House
Meridian Gate
207 Marsh Wall
London E14 9YT
(City, State and Zip Code)
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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-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;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K, 10-Q or N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or
[X] 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.
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Part III--Narrative
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State below in reasonable detail the reasons why the Form 10-K, 20-F,11-K,
10-QSB or N-SAR or the transition report or portion thereof could not be filed
within the prescribed period.
In October 1998 the registrant completed a merger with a United Kingdom based
company that became the succession of the basic business operations and
interests of the registrant. The transaction was treated as a reverse
acquisition and required that all administrative and operational functions be
moved from Dallas, Texas to the new principal office in London, England. Upon
closing the acquisition, the registrant changed its fiscal yearend to the
September 30 fiscal yearend of the newly acquired entity and assumed its
financial reporting history. The experience and familiarity with the periodic
reporting process for the registrant were vested in personnel located in Dallas,
Texas while the financial records and business activities that had become the
basis for future reporting were located in London. The process of capturing the
information needed to established proper financial records for compilation into
financial reports imposed time constraints that rendered a timely filing of the
Form 10-QSB impracticable without undue hardship and expense by the registrant.
In addition, certain matters that need to be reflected in the Form 10-QSB
require resolution by the Board of Directors (the "Board"). The registrant has
been unable to schedule a meeting of the Board at which all Directors can be
present to resolve these issues for reasons beyond the control of the
registrant. The registrant undertakes the responsibility to file such quarterly
report no later than five days after its original date.
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Part IV--Other Information
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(1) Name and telephone number of person to contact in regard to
this notification
Mark D. Wigder (214) 855-4500
(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 the answer is no, identify
report(s).
[X] Yes [ ] No
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(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.
[The Rest of this Page is Intentionally Blank]
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World Callnet, Inc.
(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 18, 1999 By: /s/ Paul Goodman-Simpson
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Paul Goodman-Simpson
President
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 field with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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