DIRECT CONNECT INTERNATIONAL INC
NT 10-Q, 1997-09-15
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)
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<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

 
                                                 Sec. File Number: 0 - 18288

                                                 Cusip Number: 254560 10 5

(Check One):   { } Form 10-K   { } Form 20-F    { } Form 11-K    { x } Form 10-Q
               
{ } Form N-SAR

For Period Ended: July 31, 1997
                  -------------

{ } 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 1 - Registrant Information

         Full Name of Registrant: Direct Connect International Inc.

         Former Name if Applicable:
         .....................................................................
         
         Address of Principal Executive Office (Street and Number)
         266 Harristown Road, Suite 108, Glen Rock, NJ 07452
 
         .....................................................................

<PAGE>

Part II - Rules 12b-25 (b) and (c)

          (a)  The reasons  described in  reasonable  detail in Part III of this
               form  could  not be  eliminated  without  unreasonable  effort or
               expenses.
 [ X ]    (b)  The subject annual report,  semi-annual report, transition report
               on Form 10-K, Form 20-F,  11-K,  Form N-SAR, or portion  thereof,
               will be filed on or before the  fifteenth  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
               12-b-25 (c) has been attached if applicable.

- --------------------------------------------------------------------------------

Part III - Narrative

The Company's  Quarterly  Report on Form 10-Q for the fiscal  quarter ended July
31, 1997 (Form 10-Q) could not be filed within the prescribed period because the
financial  statements  for the fiscal  quarter  ended July 31, 1997 required for
inclusion in Form 10-Q have not been reviewed by  management.  Because of travel
commitments, executives of the Company responsible for such review have not been
able to review such statements. Accordingly, the Company will require additional
time for management to discharge its responsibility with regard to reviewing the
Form 10-Q.

- -------------------------------------------------------------------------------

Part IV - Other Information

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification.
     William  B.  Rodman,  Corporate  Secretary   (201)445-2101
     ..........................................................................
           (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

<PAGE>
          
The results of operations  for the fiscal  quarter ended July 31, 1997 will vary
significantly from the corresponding period for the previous fiscal year because
of the following:

     (1)  The  decrease in revenue  from  product  management  arrangement  from
          $255,000  for the three  months ended July 31, 1996 to $52,326 for the
          three months ended July 31, 1997.

     (2)  The gain on sale of Glasgal  common  stock for the three  months ended
          July  31,  1997  was   approximately   $1,500,000   as  compared  with
          approximately $900,000 for the three months ended July 31, 1996.

  
                        Direct Connect International Inc.
 ................................................................................
                  (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 15, 1997                  By:  /s/ Peter Schneider
               ------------------                       -------------------
                                                       Peter Schneider-President





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