SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 000-23291
NOTIFICATION OF LATE FILING
(Check One):
|X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR
For Period Ended: June 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 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;
|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 loss of its two most senior financial officers,
the Vice President of Finance and the Controller, during the second half of
fiscal 1998. To date, the Company has only been able to add a Chief Financial
Officer late in the fourth fiscal quarter, thereby causing unforeseen
dislocations and extra procedures to complete the year-end audit. Accordingly,
the Form 10-K could not be filed by the prescribed due date 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 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 Registrant's sales and losses will increase from $26,027,909 and $3,549,514
at June 30, 1997 to approximately $35,032,533 and $11,709,659 at June 30, 1998
due primarily to a major increase in Selling, General and Administrative
Expenses as detailed on Attachment.
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 September 28, 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).
<PAGE>
ATTACHMENT
Form 12b-25
Selling, general and administrative expense for the year ended June 30,
1998 increased by approximately 507% from $2,040,749 for the fiscal year ended
June 30, 1997 to $12,394,471. This substantial increase of approximately $10.4
million occurred in two categories consisting of non-recurring charges and other
expenses resulting from the growth of the business. Non-recurring charges
included:
(i) a one-time promotional expense of approximately $3,307,000 primarily
related to the processing of additional minutes on the Company's $5
and $10 Cards, which were processed as $20 Cards.
(ii) a one-time charge of $1,248,000 for director compensation expense
related to the awarding of 300,000 options to directors during March
1998 for their services as directors of the Company.
(iii) bad debt expense charge of approximately $964,000, the majority of
which represents a one-time writedown of doubtful accounts.
(iv) a one-time charge of approximately $234,000 due to the cancellation
of print jobs related to termination of a Card division of a
supplier.
The remaining selling, general and administrative expense increases of
approximately $4.2 million were primarily related to the growth of the business
over the prior year and the Company's initial implementation of its plan to
increase its infrastructure in anticipation of moving its existing brands to
facilities-based platform, switching and termination agreements, including:
(i) salaries and employee-related costs increasing by approximately
$1,318,000 due to a 175% increase in employees.
(ii) the Company's professional fees increasing by approximately
$612,000, primarily due to the filing of a Registration Statement on
Form S-1 and an amendment thereto, regulatory filings and litigation
expense.
(iii) office expenses, utilities and telephone expenses increasing an
aggregate of approximately $533,000 primarily due to the Company's
growth in employees and increased rental payments.
(iv) other advertising, field and shareholder expense increases.
