ELITE TECHNOLOGIES INC /TX/
NT 10-Q, 1999-10-15
BLANK CHECKS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                                                  Commission File Number 0-17597
                                                                         -------

                           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: August 31, 1999
                             ---------------

           |_| 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:

                      Notification relates to entire filing
- --------------------------------------------------------------------------------

                                     PART I
                             REGISTRANT INFORMATION

                            Elite Technologies, Inc.
- --------------------------------------------------------------------------------
                            Full Name of Registrant

                                  CONCAP, Inc.
- --------------------------------------------------------------------------------
                           Former Name if Applicable

                       3700 Crestwood Parkway, Suite 1000
- --------------------------------------------------------------------------------
           Address of Principal Executive Office (Street and Number)

                                Duluth, GA 30096
- --------------------------------------------------------------------------------
                            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 appropriate box.)


|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
    |
|_| | (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
    | has been attached if applicable. See Attachment A.
<PAGE>

                                    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.

The Registrant has experienced a delay in completing the financial statement and
Management's Discussion and Analysis portions of its Form 10-Q for the quarter
ended August 31, 1999 which delay could not be overcome without unreasonable
effort and expense, as a result of the following:

At the end of the last quarter of the previous fiscal year, the Registrant
dismissed its independent accountant and engaged a new principal accountant. As
a result, a new financial and corporate structure was implemented by the
Registrant. The officers and directors have not been able to finalize the entry
and analysis of all information regarding the Registrant's performance during
the subsequent quarter in a timely manner to enable the company to prepare and
verify the financial statements for the 10-Q. The transition and verification of
information will be completed within the time period described in this Form
12b-25.


                                      -2-
<PAGE>

                                     PART IV
                                OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
      notification

Scott Schuster, Chief Executive Officer             (770)         381-8089
- --------------------------------------------------------------------------------
       (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.

      See Attachment B.

                            Elite Technologies, Inc.
- --------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

             Has caused this notification to be signed on its behalf
                  by the undersigned hereunto duly authorized.

Date October 15, 1999              By /s/ Scott Schuster
     ----------------                 -----------------------------------
                                      Scott Schuster
                                      Chief Executive 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)


                                      -3-

<PAGE>

                                  Attachment B

      It is anticipated that significant changes in the results of operations
will be reflected by the Registrant's earnings statements for the first quarter
of fiscal year 2000 as compared with the comparable period of 1999. These
changes result primarily from the restructuring and internal growth of the
business and the acquisition of two businesses in the summer of 1999. A
reasonable estimate cannot be made at this time because review of the financial
statements of the acquired companies has not been completed.


                                      -4-



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