SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 000-23291
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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: September 30, 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 DigiTEC 2000, Inc.
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Former name if applicable
n/a
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Address of principal executive office (Street and number)
8 West 38th Street
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City, state and zip code New York, NY 10018
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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
|X| (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.
Registrant suffered the losses of its Vice President-Finance and its
Controller during the fourth quarter of fiscal 1998. To date, the Company has
hired only a Chief Financial Officer and remains understaffed in its financial
positions. In addition, the Company encountered a computer system problem during
the week ending November 13, 1998, which resulted in the loss of certain
information and created the need for additional procedures to reconstruct the
requisite information to complete the filing. For the foregoing reasons, the
Company could not complete the filing within the prescribed time frame without
unreasonable effort and expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Charles N. Garber (212) 782-0858
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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 operations
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 Registrant's sales will decrease from approximately $13.3 million for
the period ended September 30, 1997 to approximately $6 million for the period
ended September 30, 1998, and the Company will incur a loss of approximately
$1.5 million for the period ended September 30, 1998 as compared to a profit of
approximately $0.1 million for the period ended September 30, 1997. See
Attachment for an explanation of the anticipated change.
DigiTEC 2000, 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
hereunto duly authorized.
Date November 16, 1998 By /s/ Charles N. Garber
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Name: Charles N. Garber
Title: Vice President and
Chief Financial Officer
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)
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ATTACHMENT
FORM 12b-25
The decrease in the Company's sales is due primarily to:
1. The Company terminating, during the quarter ended December 31, 1997,
the exclusivity clause in an agreement with a key master distributor
who accounted for approximately $5.6 million sales for the quarter
ended September 30, 1997, and the failure to fully replace the sales
accounted for by the distributor.
2. The Company's inability to market its new facilities-based pre-paid
telephone cards as rapidly as planned, due to liquidity issues which
precluded the Company from securing facilities as quickly as
planned.
The loss of approximately $1.5 million incurred by the Company for the quarter
ended September 30, 1998 as compared to a profit of approximately $0.1 million
for the quarter ended September 30, 1997 is due primarily to a reduction in
gross profit of approximately $0.8 million, from $1.1 million to $0.3 million,
on the reduced sales in the current quarter, and an increase in selling, general
and administrative expenses of approximately $0.7 million from approximately
$0.9 million for the quarter ended September 30, 1997 to approximately $1.6
million for the quarter ended September 30, 1998. The increase in selling,
general and administrative expenses is due primarily to:
1. Increases in employee-related expenses of approximately $0.4 million
as the employee base increased from 41 full-time employees on
September 30, 1997 to 80 employees, including six part-time
employees, on September 30, 1998.
2. Increases in professional fees of approximately $0.2 million
primarily due to increased legal costs due to litigation expense and
regulatory filings, and increased expenses for accounting and
corporate consulting.
Although selling, general and administrative expenses increased substantially as
compared to the quarter ended September 30, 1997, the aggregate selling, general
and administrative expenses are substantially less than either of the two prior
calendar quarters.
