SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 1-12571
NOTIFICATION OF LATE FILING
(Check One):
|_| Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q |_| Form N-SAR
For Period Ended: March 31, 1998
|_| 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: ____________________
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 INTELLICELL CORP.
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Former name if applicable
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Address of principal executive office (Street and number)
9314 Eton Avenue
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City, state and zip code Chatsworth, CA 91311
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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-K, 20-F, 11-K or 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.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The Form 10-Q could not be filed within the prescribed time period due to
unforeseen delays arising in its preparation. The Company's financial
statements for the quarter ended March 31, 1998 will not be completed in a
timely basis by management of the Company due to adjustments which are
still in the process of being made. Such adjustments will not be finalized
on a timely basis without unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Ben Neman (818) 709-2300
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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 report(s) been filed? If answer is no,
identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operation
for 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.
Explanation of Significant Change in Results of Operations Per Item 3
of Part IV of Intellicel Corp. Notification of Late Filing on Form 12b-25
The unaudited net loss for the quarter ended March 31, 1998 is
presently reported at $1,108,000 a decline from a net loss of $382,000
after taxes reported for the quarter ended March 31, 1997.
The decrease in results of operations from the corresponding period
for the 1997 fiscal year results from a reduced level of net sales for the
current quarter ($9,931,000) as compared to the corresponding quarter in
1997 ($21,782,000), a reduced level of gross profit for the current quarter
($374,000) as compared to the corresponding quarter in 1997 ($1,292,000)
and an increased level of selling, general and administrative expenses for
the current quarter ($1,410,000) as compared to the corresponding quarter
in 1997 ($967,000).
Intellicell Corp.
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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 15, 1998 By /s/ Ben Neman
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Name: Ben Neman
Title: CEO, President and Chairman
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)
