SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-23769
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, 2000
[_] 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: _________________________
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
AmeriCom USA, Inc.
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Full Name of Registrant
Former Name if Applicable
825 Buckley Road, Suite B
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Address of Principal Executive Office (Street and Number)
San Luis Obispo, California 93401
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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.)
[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, Form 20-F, Form 11-K or Form 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
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[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 why the 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. (Attach extra sheets if needed.)
The Registrant's financial statements were not completed on or before
the date on which the Registrant's Form 10-KSB for the year ended June 30, 2000
was required to be filed as a result of several factors, including the fact that
certain information was not available to complete the annual audit in a timely
manner as set forth in more detail in the statement from the Registrant's
accountants attached hereto. The Registrant believes at this time that its Form
10-KSB will be filed within the grace period provided for under Rule 12b-25. See
Attachment I.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Lawrence M. Gress (805) 542-6705
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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
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.
See Attachment II.
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AmeriCom USA, 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: September 29, 2000 By: /s/ Lawrence M. Gress
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Name: Lawrence M. Gress
Title: 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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall
be filed with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on Form
12b-25 but need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic
filers unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or Rule 202
of Regulation S-T or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T.
(Form 12b-25-07/98)
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Attachment I
WEINBERG & COMPANY, P.A.
6100 Glades Road, Suite 314
Boca Raton, Florida 33434
September 27, 2000
SENT BY FACSIMILE ONLY 805-547-3952
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Mr. Larry Gress
AmeriCom USA, Inc.
825 Buckley Road
San Luis Obispo, California
Dear Mr. Gress:
As you know, the Company changed transfer agents during the year. Because of
certain confusion between the agents that must have arisen at the time of the
change, your prior transfer agent has not been able to confirm to our
satisfaction certain material capital transactions that took place during the
fiscal year ended June 30, 2000. We recognize the diligent efforts made by you
and your staff to rectify the problem, and based upon our latest conversations
with both you and the transfer agents, we are confident that the problem will be
resolved during the next week. However, it does appear that you will not be able
to timely file your Form 10K. We recommend that you contact your attorneys
immediately to file the appropriate paperwork for the 15 day extension allowed,
and we believe that we will be able to issue our report prior to the expiration
of the extension.
If you have any questions, please contact me directly.
Very truly yours,
WEINBERG & COMPANY, P.A.
/s/ Elliot A. Weinberg
Elliott A. Weinberg, CPA
EAW:ihr
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Attachment II
The Registrant anticipates that the consolidated statements of
operations to be included in the Form 10-KSB will reflect an increase of
approximately 677% in revenues to approximately $1,115,297 million for the year
ended June 30, 2000 as compared to approximately $143,591 for the year ended
June 30, 1999. This increase is due to the fact that the Registrant
significantly expanded its AdCast sales and marketing efforts in the current
year as compared to the previous year. In addition, the Registrant anticipates
that it will experience a net operating loss of approximately $19,677,002 for
the year ended June 30, 2000 as compared to net operating loss of approximately
$7,700,999 for the year ended June 30, 1999. This significant change is due in
part to (i) a non-recurring charge for goodwill impairment of $5,970,000 in
connection with the write-off of certain assets and (ii) increases in operating
and overhead expenses to support expanded selling and software development
efforts.
