SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number: 000-24197
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NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-k [ ] Form 2-F
[X] Form 10-Q [ ] Form N-SAR
For Period Ended:
September 30, 1998
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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
DelSoft Consulting, Inc.
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Former name if applicable
N/A
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Address of principal executive office (STREET AND NUMBER)
106 Bombay Lane
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City, State and Zip Code
Roswell, Georgia 30076
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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.)
[X]
(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 quarterly report on Form 10-QSB, will be filed on
or before the fith 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 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.)
The registrant filed its registration on Form 10SB on May 5,
1998, and it became effective on July 4, 1998, sixty days after
filing. The Staff provided comments on the registration by letter
dated July 16, 1998. The Staff has requested, and in its response the
registrant intends to file, updated financial statements, including
1998 audited statements for the fiscal year ended June 30, 1998 and
financial statements covering its first quarter. The registrant
believes that once the Form 10SB is amended, the registrant will not
need to file a Form 10KSB for 1998 nor the first quarter Form 10QSB,
as the information to be reported in those filings will have been
included in its registration. The registrant is preparing its
response to those comments, but its amendment to Form 10SB was not
ready for filing before the Form 10QSB for the registrant's first
quarter was due.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Jeffrey A. Rinde (770) 518-4289
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(Name) (Area Code) (Telephone number)
(2) Have all other periodic reports required under Section 13 of
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).
[] Yes [X] No
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The registrant did not file a Form 10KSB for its fiscal year
ended June 30, 1998. Once the registrant amends its registration to
include financial statements and other information for the fiscal year
ended June 30, 1998, the registrant will no longer have a need to file
a Form 10KSB for that same fiscal year.
(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.
For explanation, see attached Exhibit 1.
DELSOFT CONSULTING, 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
November 16, 1998
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By /s/ Jeffrey A. Rinde
Jeffrey A. Rinde
Chief Financial Officer and Secretary
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EXHIBIT 1
The first quarter's financial results for the current fiscal year
when filed will reflect a change from the results for the same period
last year. The Company's net income for the three months ended September 30,
1997, of approximately $71,000 decreased by approximately $112,000 to a net
loss of approximately $41,000 for the comparable period in 1998. This is
primarily attributable to the Company recognizing non-cash charges relating
to the amortization of intangible assets and unearned compensation of
approximately $73,000 and $33,000, respectively during the three months ended
September 30, 1998, with no corresponding charges in the comparable prior
period. The Company's selling, general, and administrative expenses also
increased due primarily to the Company's continued investment in
infrastructure and in the initiatives required to implement the Company's
marketing strategies. These costs include the development of additional
services offerings, the expansion of its recruiting capabilities, and the
opening of additional offices. The most significant of these costs
consisting of the sales and marketing efforts associated with the
Company's proprietary Year 2000 software toolset, NYE2000 (TM).
