UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
1-12571
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CUSIP NUMBER
45815F 10 6
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(Check One):
|X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR
For Period Ended: December 31, 1997
[ ] 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:
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PART I
REGISTRANT INFORMATION
INTELLICELL CORP.
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Full Name of Registrant
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Former Name if Applicable
9314 Eton Avenue
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Address of Principal Executive Office (Street and Number)
Chatsworth, California 91311
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City, State and Zip Code
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
|X| (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 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-K could not be filed within the prescribed time period due to
unforeseen delays arising in its preparation. The audit of the Company's
financial statements for the year ended December 31, 1997 will not be
completed in a timely basis by the Company's independent public accountants
and it is therefore unable to furnish the required opinion on such
financial statements. In accordance with the requirement of Rule 12b-25(c)
of the Securities Exchange Act of 1934 and in satisfaction of item (c) of
Part II of Form 12b-25, a letter from the Company's independent public
accountants accompanies this filing.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John Snyder 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.
The unaudited net loss for the year ended December 31, 1997 is
presently reported at $6,116,000, a decline from a pro-forma net income of
$315,000 after taxes reported for the year ended December 31, 1996.
The decrease in results of operations from the corresponding period
for the last fiscal year is as a result of the following charges in 1997:
non-recurring legal and professional fees of $1,300,000, increase in
reserve for doubtful trade and notes receivables of $3,627,000, before
writing off bad debts, an increase in provision for inventory reserves of
$607,000 prior to inventory write-downs, and a write-off of deferred
financing costs relating to a replaced line of credit of $124,000.
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: March 30, 1998 By /s/ John Snyder
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Name: John Snyder
Title: CFO
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)
[LETTERHEAD OF BDO Seidman, LLP]
March 31, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of Intellicell Corp. (the "Registrant"). The
Registrant has stated in Part III of its filing on Form 12b-25 that it is unable
to timely file, without unreasonable effort or expense, its Annual Report on
Form 10K for the year ended December 31, 1997, because our Firm has not yet
completed our audit of the financial statements of the Registrant for the year
ended December 31, 1997, and is therefore unable to furnish the required opinion
on such financial statements.
We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25, and agree with the statements made
therein as they relate to accounting and auditing matters.
Very truly yours,
/s/ BDO Seidman, LLP
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BDO Seidman, LLP
