SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Commission File Number: 1-12835
NOTIFICATION OF LATE FILING
(Check One): [ ]Form 10-K [ ]Form 10-KSB [ ]Form 11-K [] Form 20-F
[ ]Form 10-Q |X| Form 10-QSB [ ]Form N-SAR
Period Ended: June 30, 2000
OR
Transition Report on Form 10-K
Transition Report on Form 10-KSB
Transition Report on Form 2O-F
Transition Report on Form 11-K
Transition Report on Form 10-Q
Transition Report on Form 10-QSB
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 items to which the
notification relates.
PART I
REGISTRANT INFORMATION
World CallNet, Inc.
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Full Name of Registrant
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Former Name, if Applicable
Brecon House, Meridian Gate, 207 Marsh Wall
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Address of Principal Executive Office Street and Number)
London El49YT
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City, State and Zip Code
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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).
(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, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th 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, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period, (Attach extra sheets if needed.)
In October 1998 the registrant completed a merger with a United Kingdom
based Company which 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. The new
successor business is an Internet based enterprise that was engaged in initial
capital formation and business development activities during 1999. The
registrant changed its fiscal yearend to September 30 as a result of the merger.
The periodic reporting process for the registrant is being transferred
from Dallas, TX to London, where the financial records and business operations
are located. Training personnel in the London office who are unfamiliar with SEC
reporting and compiling the data to prepare the required financial reports
imposed time constraints that rendered a timely filing of the Quarterly Report
on Form 10-QSB impracticable without undue hardship and expense by the
registrant. The registrant undertakes the responsibility to file such quarterly
report no later than five days after its original due date and represents that
no other factors have caused the need for additional time for filing.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Gerard Farley 011 44 171 335 8300
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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 or the Investment Company Act of
1940 during the preceding 12 month or for each 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?
(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. See attachment.
World CallNet, 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
thereunto duly authorized.
Date: August 14, 2000 By: /s/ Gerard Farley
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Gerard Farley, President
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ATTACHMENT REQUIRED BY PART IV, ITEM 3
The registrant estimates a loss of approximately $9,700,000 for the nine months
ended June 30, 2000, including an estimated loss for the three months ended June
30, 2000 of approximately $4,900,000. For the nine and three months ended June
30, 1999, the registrant reported losses of $1,496,893 and $667,591,
respectively. This represents a significant change in the results of operations
reported for each comparative period.
