DIRECT CONNECT INTERNATIONAL INC
NT 10-K, 1998-07-29
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)
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                     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):   { x } Form 10-K   { } Form 20-F    { } Form 11-K    { } Form 10-Q

               { } Form N-SAR

For Period Ended: April 30, 1998
                  --------------

{ }  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)
         P. O. Box 14, Hawthorne, New Jersey 07507

         .....................................................................

<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  Annual  Report on Form 10-K for the fiscal  year ended April 30,
1998 (Form 10-K) could not be filed  within the  prescribed  period  because the
financial  statements  for the fiscal  year ended April 30,  1998  required  for
inclusion  in Form  10-K  have not  been  reviewed  by  management.  Because  of
scheduling  difficulties,  executives of the Company responsible for such review
have not been  able to  review  such  statements  with the  Company's  auditors.
Accordingly,  the  Company  will  require  additional  time  for  management  to
discharge its responsibility with regard to reviewing the Form 10-K.

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

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  year ended April 30, 1998 will vary
significantly from the corresponding period for the previous fiscal year because
of the following:

1)   Revenues  of  approximately  $460,000  and  related  cost of goods sold and
     advertising and promotion costs aggregating  approximately  $590,000 during
     the  fiscal  year  ended  April 30,  1997 were all  reduced to zero for the
     fiscal year ended April 30, 1998.

2)   General and administrative expenses less management fees were approximately
     $200,000  for  the  fiscal  year  ended  April 30,  1997  as  compared   to
     approximately  $1,300,000  for  the  fiscal  year  ended  April  30,  1998.
     This  increase  resulted  principally from a decline in  management fees of
     approximately $760,000.

3)   The gain on sale of Datatec  common  stock for the fiscal year ended April
     30, 1998 was approximately  $1,300,000 as compared with $2,300,000 for the
     fiscal year ended April 30, 1997.

4)   The  write  off of  investment in, and  advances to,  Evolutions, Inc.  was
     approximately $1,900,000 for the fiscal  year ended  April 30, 1997 and was
     zero for the fiscal year ended April 30, 1998.

5)   The  deferred income tax  expense of approximately $800,000 for the fiscal
     year ended April 30, 1997 was reduced to zero for the  fiscal  year  ended
     April 30, 1998.



                        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:     July 28, 1998                    By:  /s/ Peter Schneider
               -------------                         -------------------
                                                     Peter Schneider-President





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