ALLSTAR SYSTEMS INC
NT 10-Q, 2000-05-15
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                             SEC FILE NUMBER 0-21479

                             CUSIP NUMBER: 019892108

(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and Form
10-QSB [ ] Form N-SAR For Period Ended: March 31, 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 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 Item(s) to which the notification relates:

Part I--Registrant Information

Full Name of Registrant                              ALLSTAR SYSTEMS, INC.

Former Name if Applicable                            NOT APPLICABLE

Address of Principal Executive Office
 (Street and Number)                                 6401 SOUTHWEST FREEWAY
City, State and Zip Code                             HOUSTON, TEXAS 77074

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)  [ 23,047],  the
following should be completed. (Check box if appropriate)


    [x]   (b) The subject annual report,  semi-annual report,  transition report
          on Form 10-K,  Form 20-F,  11-K or 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 [Amended in
          Release No.  34-26589 ( 72,435),  effective  April 12,  1989,  54 F.R.
          10306.]




<PAGE>


Part III--Narrative

State below in  reasonable  detail the  reasons  why Form 10-K and Form  10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB,  N-SAR,  or the transition  report or portion
thereof could not be filed within the prescribed period. (Attach Extra Sheets if
Needed)

Response:
On March 16, 2000 the  Registrant  entered  into an  agreement  to sell  certain
assets of its IT Division and the ongoing  operations  of its Computer  Products
Division, subject to obtaining stockholder approval and other required consents.
This transaction is expected to close on May 19, 2000. As a result of the timing
of this  transaction  the Registrant needs additional time to comply  with the
provisions of APB Opinion 30 and cannot timely file its Form 10-Q without
unreasonable expense and effort. The Registrant  anticipates that the operations
of this operating segment  through the measurement  date,  March 16, 2000, will
be reported as discontinued  operations in the  Registrant's  Form 10-Q, along
with the gain on disposal.

Part IV--Other Information

(1) Name and telephone number of person to contact in regard to this
    notification

                  JAMES H. LONG            (713)             795-2000
                  (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

(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.

Response:
As discussed in Part III above,  the Registrant has entered into an agreement to
sell certain  assets and an operating  segment subject to shareholder approval
and other conditions to closing and expects this transaction  to  close  in the
second  quarter.  However, as a  result  of the presentation of this transaction
on the Registrant's financial statements prior to its consummation, in
accordance with APB Opinion 30, revenues for the fiscal quarter  ended March 31,
2000 are  anticipated  to be  $5,984,000 as compared to $4,318,000  in the same
quarter of the previous  year.  The  operations  of the disposed  segment  will
be reported as income from  discontinued  operations  of $302,000.  The  gain on
the sale of that  segment  will be  reported  as gain on disposal of $5,091,000.

                              ALLSTAR SYSTEMS, 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 15, 2000                           By:      /s/James H. Long
                                                James H. Long, President and CEO

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.


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