UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0-13347
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CUSIP NUMBER
040397101
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(CHECK ONE): [ ] Form 10-K and Form 10-KSB [ ] Form 20-K [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 2000
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[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-K
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] 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:
PART I - REGISTRANT INFORMATION
CHANGE TECHNOLOGY PARTNERS, INC.
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Full Name of Registrant
ARINCO COMPUTER SYSTEMS INC.
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Former Name if Applicable
20 DAYTON AVENUE
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Address of Principal Executive Office (STREET AND NUMBER)
GREENWICH, CONNECTICUT 06830
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City, State and Zip Code
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2
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;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 10-KSB, 20- F, 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, 10-QSB, or
the 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.
The Company's Quarterly Report on Form 10-QSB for the quarterly period ended
September 30, 2000 cannot be filed within the prescribed time period because of
questions about the correct way to record an acquisition that closed during the
period. In addition, the Company's new independent auditors have raised concerns
about the way certain items were accounted for in the Company's Quarterly Report
on Form 10-QSB for the quarterly periods ended March 31, 2000 and June 30, 2000,
which affect certain terms in the Company's Quarterly Report on Form 10-QSB for
the quarterly period ended September 30, 2000, and may require the prior two
Quarterly Reports on Form 10-QSB to be amended. The Company hereby confirms that
the circumstances relating to the delay in the completion of the quarterly
report could not have been eliminated by the Company without unreasonable effort
and expense. The Company undertakes that the outstanding quarterly report will
be filed no later than the fifth calendar day following the prescribed due date
of the Form 10-Q.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Frank Gallagi (203) 661-1312
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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
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(3) It is 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
change, both narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot be made.
During the quarterly period ended September 30, 1999, the Company was not
engaged in any business and had no operations. Following a large equity
investment by an investor group on March 28, 2000, the Company has been
engaged in business and has ongoing operations. Consequently, the
Company's results of operations changed significantly from the
corresponding period for the last fiscal year. The Company
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has incurred a loss of approximately $(236,000) for the nine months ended
September 30, 2000, compared to earnings of $16,000 for the nine months
ended September 30, 1999.
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CHANGE TECHNOLOGY PARTNERS, 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 15, 2000 By /s/ Frank Gallagi
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Frank Gallagi
Chief Financial Officer and
Treasurer
INSTRUCTION: This 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)
