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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 001-13999
(Check One)
[ ]Form 10-KSB [ ]Form 20-F [ ]Form 11-K [X]Form 10-QSB [ ]Form N-SAR
For Period Ended: March 31, 1999
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[ ] Transition Report on Form 10-KSB
[ ] 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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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the 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
Hitcom Corporation
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Full Name of Registrant
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Former Name if Applicable
700 North Second Street, Third Floor
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Address of Principal Executive Office (STREET AND NUMBER)
St. Louis, Missouri, 63102-2519
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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 appropriate box)
[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-KSB, Form 20-F, 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 of transition report on Form 10-QSB, 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 the reasons why the Form 10-KSB, 11-K, 10-QSB,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach Extra Sheets if Needed)
The Company is not able to file the quarterly report on Form 10-QSB for the
quarter ended March 31, 1999 within the time period prescribed for such report,
as BDO Seidman LLP, the Company's independent accountant, has not been able to
complete the annual audit and furnish their opinion for fiscal year December 31,
1998.
The Company engaged BDO Seidman LLP to become the Company's new principal
accountant. This agreement included providing the services of an audit opinion
on the Company's financial statements for the year ending December 31, 1998 and
their consent to include the audit opinion in the Company's annual Form 10-KSB
to be filed by March 31, 1999.
On March 30, 1999, BDO advised the Company that they could not complete the
audit by the March 31, 1999 deadline and Hitcom accordingly filed the Form
12b-25. BDO was aware of extension deadline of April 15, 1999 for filing the
10-KSB and associated audit opinion on the financial statements. The Company
fully expected BDO to comply with this schedule. On April 15, 1999, BDO advised
Hitcom that they would not meet this deadline.
The Company believes the accountants inability to complete their work is due to
their failure to allocate the necessary resources to complete the audit. The
Company believes that the delay in completing the audit is not due to
disagreements with the accountant on any matters of accounting principles,
practices, financial statement disclosure, or auditing scope or procedure.
Based on current discussions with BDO Seidman LLP, the Company intends to file
its form 10-KSB and 10-QSB by May 24, 1999.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John S. Nashmi 416 441-6720 ext104
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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 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).
[ ] Yes [X] No
Form 10-KSB, annual report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1998 was
due on April 15, 1999
(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:
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Hitcom Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 17, 1999 By /s/ John S. Nashmi
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Chief Financial Officer and Corporate
Secretary
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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
persons 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 INSTRUCTION
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 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 amendment 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 (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).
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