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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): / /Form 10-K / /Form 20-F / /Form 11-K /X/Form 10-Q / /Form N-SAR
For Period Ended: March 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:
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READ INSTRUCTION (ON BACK PAGE) 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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Incomnet, Inc.
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Full Name of Registrant
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Former Name if Applicable
2801 Main Street
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Address of Principal Executive Office (Street and Number)
Irvine, California 92614
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City, State and Zip Code
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)
(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 annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
/X/ will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
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.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
As described in Incomnet's Annual Report on Form 10-K for the year ended
December 31, 1998, Incomnet's management has been seeking to raise additional
equity capital and has been engaged in discussions with its primary lender,
Ironwood Telecom LLC, concerning the possible conversion into equity of some or
all of Incomnet's $16.6 million debt with Ironwood. In addition, during the
first quarter of 1999, Incomnet's management has been involved in analyzing
potential acquisition targets in the telecommunications industry. As a
consequence of the time devoted by management to these efforts, the preparation
of Incomnet's Quarterly Report on Form 10-Q for the quarter ended March 30, 1999
has been delayed. Incomnet currently expects to file its Form 10-Q on or before
May 24, 1999.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
George P. Blanco 949 251-8000
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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). / / Yes /X/ No
Form 10-K for the year ended December 31, 1998
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(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 No. 1
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Incomnet, 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 May 18, 1999 By /s/ George P. Blanco
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George P. Blanco
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 (17 CFR 240.12b-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 O-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 (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
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ATTACHMENT NO.1
Incomnet anticipates that the Consolidated Statement of Operations to be
filed with the Form 10-Q will contain significant changes in its results of
operations between the three month periods ended March 31, 1999 and 1998.
Total net sales decreased approximately $8.7 million to $8.7 million in 1999
from $17.4 million in 1998. This decline is attributable to significantly
lower sales at Incomnet Communications Corp. ("ICC") as a result of the i)
increased difficulty in adding new subscribers following the Orange County
District Attorney's and California Public Utilities Commission's restrictions
imposed in late 1997 which were subsequently lifted in late 1998; and ii)
disruptions during the first half of 1998 in the independent representative
organization which was subsequently reorganized by late 1998. Incomnet is
continuing to take steps to revitalize ICC's network marketing organization,
including developing new telecommunications products that are more
competitive, working closer with its Representatives to help them better
understand the products and services provided by ICC, developing new
commission and bonus programs that will make ICC more competitive in
attracting new Representatives, and expanding its focus on Representative
recruiting from primarily a Southern California focus to a nationwide
program. Management believes its new marketing plans will revitalize ICC's
efforts to attract additional Representatives. In addition to revitalizing
its network marketing organization, ICC also is continuing a cost control
program that is anticipated to result in a more efficient operation and a
reduced cost structure overall. Despite these efforts, total general and
administrative costs for 1999 will continue to be high as a percentage of net
sales due to the base costs of needed infrastructure support including
facilities, customer service, and other back office operations.
Incomnet's loss for the three month period ended March 31, 1999 is estimated
to be approximately $1.5 million as compared with $2.5 million for the three
month period ended March 31, 1998. The loss is primarily attributable to a
decline in sales at ICC for reasons described above offset by a gain on
disposal of its subsidiary, GenSource, during the three month period ended
March 31, 1999 of approximately $1.7 million.
