NET TECH INTERNATIONAL INC
NT 10-K, 2000-02-25
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


(Check One): [X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
             [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR

                    For Period  Ended:  NOVEMBER 30, 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:

- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
- --------------------------------------------------------------------------------

                          NET/TECH INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
Full Name of Registrant

                                       N/A
- --------------------------------------------------------------------------------
Former Name if Applicable

                          1 WEST FRONT STREET, SUITE 30
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

                           RED BANK, NEW JERSEY 07701
- --------------------------------------------------------------------------------
City, State and Zip Code

<PAGE>

- --------------------------------------------------------------------------------
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)

[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, Form 20-F, 11-K or 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 fifteenth 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 Form 10-KSB,  20-F, 11-K, 10-Q
and Form 10-QSB, N-SAR, or the transition report or portion thereof could not be
filed within the prescribed period.

Transition to new staffing  resulted in delay in completion of the reports which
the  Company  believes  could not be  overcome  without  unreasonable  effort or
expense.

- --------------------------------------------------------------------------------
PART IV - OTHER INFORMATION
- --------------------------------------------------------------------------------

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

Glenn Cohen                                    732        345-1100
- ----------------------------------------     -------   -------------------------
(Name)                                      (Area Code)   (Telephone Number)

(2)  Have all other periodic  reports  required under section 13 or 15(d) of the
     Securities and Exchange Act of 1934 or Section 30 of the Investment Company
     Act of 1940 during the  proceeding  12 months (or for such  shorter  period
     that the  registrant  was  required to file such  reports)  been filed?  If
     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

     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.

In fiscal 1999 as compared to fiscal 1998, the Company's net loss has decreased.
The audit for the year is not complete at this time and  accordingly the Company
does not know the exact amounts of its loss for fiscal 1999.

================================================================================
                          NET/TECH International, 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: February 25, 2000          By: /s/ GLENN COHEN
      -----------------             ---------------------------------
                                 Name:   Glenn Cohen
                                 Title:  President and 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.

                                       3
<PAGE>

                                    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 0-3 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  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.


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