SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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: December 31, 1999
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[ ] 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
DigiTEC 2000, Inc.
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Full Name of Registrant
n/a
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Former Name if Applicable
8 West 38th Street
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Address of Principal Executive Office (Street and Number)
New York, New York 10018
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City, State and Zip Code
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.)
|_| | (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 portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
Registrant suffered the loss of its Chief Financial Officer and the
Company's Chief Accounting Officer temporarily assumed responsibilities for
certain of the Company's sales operations. To date, the Company has not been
able to hire a Chief Financial Officer and remains understaffed in its financial
positions. In addition, the Company continues to encounter delays in installing
its new computer system, creating the need for additional procedures to complete
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
Frank C. Magliato 212.782.1594
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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 the
answer is no, identify report(s).
|X| Yes |_| No
(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
The Registrant's sales decreased from approximately $8.5 million for the
six month period ended December 31, 1998 to approximately $5.8 million for
the six month period ended December 31, 1999, and the Company incurred a
loss of approximately $1.3 million for the six month period ended December
31, 1999 as compared to a loss of approximately $5.3 million (as amended
in connection with subsequent adjustments to cost of sales, selling
general and administrative expenses and other expenses) for the six month
period ended December 31, 1998. See Attachment for an explanation of the
anticipated change.
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.
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
thereunto duly authorized.
Date February 14, 2000 By /s/ Frank C. Magliato
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Name: Frank C. Magliato
Title: Chief Accounting Officer
<PAGE>
ATTACHMENT
FORM 12b-25
In connection with the preparation of the Company's Annual Report for the year
ended June 30, 1999, the Company gave effect to the following adjustments for
the first fiscal quarter ended September 30, 1998: (i) an increase in cost of
sales of approximately $.2 million, (ii) an increase in selling, general and
administration expense of $.1 million and (iii) an increase in other expenses of
$.2 million in connection with amortization of debt issue costs. In addition,
the Company gave effect to the following additional adjustments in respect of
the second and third quarters of fiscal 1999: (i) an increase in cost of sales
in the second fiscal quarter of approximately $.1 million, (ii) an increase in
other expenses of approximately $.6 million in the second quarter for
amortization of debt issue costs, (iii) an increase in selling general and
administrative expenses in the third quarter of approximately $.1 million and
(iv) an increase in other expenses in the third quarter of approximately $.4
million relating to amortization of debt issue costs.
Company sales decreased from approximately $8.5 million for the six months ended
December 31, 1998 to approximately $5.8 million for the six months ended
December 31, 1999. As previously reported, in November, 1998, the Company due to
network and ensuing liquidity problems, initiated a strategy of focusing on
sales, marketing and distribution in place of developing as a facilities based
carrier. In order to implement this new strategy, the Company temporarily
suspended sales of its proprietary branded facilities based cards and
reintroduced its cards in bundled programs.
The loss of approximately $1.3 million incurred by the Company for the six
months ended December 31, 1999 as compared to a loss of approximately $5.3
million for the six months ended December 31, 1998 is due primarily to a gross
profit of approximately $ 1.4 million for the six months ended December 31, 1999
compared to a gross loss of approximately $1 million for the six months ended
December 31, 1998, and a decrease in selling, general and administrative
expenses and other expenses. The decrease in selling, general and administrative
expenses is due primarily to a reduction in salaries, personnel related expenses
and consulting services due to reduced sales.
