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: December 31, 1999
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 Annual Report on
Form 10-KSB impracticable without undue hardship and expense by the registrant.
The registrant undertakes the responsibility to file such quarterly report no
later than fifteen 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:
Paul Goodman-Simpson 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?
( ) 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.
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: February 14, 2000 By: /s/ Paul Goodman-Simpson
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Paul Goodman-Simpson
President and 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), evidence 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 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 under 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 12b-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
