SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-20102
NOTIFICATION OF LATE FILING
(Check One): Form 10-KSB X Form 11-K Form 20-F Form 10-Q Form N-SAR
For Period Ended: March 31, 2000
Transition Report on Form 10-K Transition Report on Form 10-Q
Transition Report on Form 20-F Transition Report on Form N-SAR
Transition Report on Form 11-K
For the Transition Period Ended:__________________________________________
Read attached instruction sheet 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.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full Name of Registrant: CELERITY SOLUTIONS, INC.
Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
270 Bridge Street, Suite 301
City, State and Zip Code DEDHAM, MASSACHUSETTS 02026
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 with out unreasonable effort or expense;
(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 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.
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Part III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach Extra Sheets if Needed).
The Company's Form 10-KSB for the fiscal year ended March 31, 2000 could
not be filed within the time period prescribed by the Securities Exchange
Act of 1934 without unreasonable effort or expense because of recent
significant turnover of Company personnel. Cheryl McCarthy, the Company's
former Controller, terminated employment with the Company effective January
15, 2000. The Company has been unable to hire a replacement to date.
In addition, Paul Carr, the Company's President and Chief Executive
Officer, is currently acting as the Company's Chief Financial Officer (CFO)
and Treasurer. A customer cancelled a major contract with the Company on
May 5, 2000, which the Company disclosed in a press release dated May 8,
2000. The time and effort required of Mr. Carr to negotiate a settlement
with this major customer combined with the Company's lack of a Controller
and full-time CFO has made it impossible for the Company to complete the
Form 10-KSB filing on schedule.
Furthermore, as a result of the aforementioned contract cancellation, the
Company was forced to terminate one quarter of its workforce. Mr. Carr and
the Company's remaining accounting staff have spent significant time and
effort processing these terminations, implementing the necessary
organizational changes and communicating the changes to customers and
employees.
The Company is diligently working to complete the Form 10-KSB and expects
to file it in its entirety on or before the fifteenth calendar day
following the prescribed due date.
PART IV
OTHER INFORMANTION
(1) Name and telephone number of person to contact to this notification
David J. Brown 617 248-4056
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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 the answer is
no, identify reports(s).
Yes [X] 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?
Yes [X] 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 A.
CLERITY SOLUTIONS, 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 June 30, 2000 By /s/ Paul Carr
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Paul Carr
President
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Attachment A
Celerity Solutions, Inc.
Anticipated changes in results from operations for the fiscal year ended
March 31, 2000 as compared to the fiscal year ended March 31, 1999.
Celerity Solutions, Inc. (the Company) expects that its net loss for the
fiscal year ended March 31, 2000 will be significantly lower than its net
loss for the fiscal year ended March 31, 1999 (see following table). The
Company expects to report a net loss of approximately $100,000 (unaudited)
for the fiscal year ended March 31, 2000 as compared to a net loss of $2.9
million for the fiscal year ended March 31, 1999.
The following table presents the key financial information (in 000's):
March 31, 2000
Fiscal year ended (preliminary and unaudited) March 31, 1999
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Revenues $ 7,758 $ 11,466
Net Loss (100) (2,900)
Total Assets 3,700 5,956
Total Stockholders' Equity 2,020 1,252
The Company attributes the decrease in net loss from continuing operations
to:
a) A decrease from March 31, 1999 in the use of subcontractors.
b) A decrease from March 31, 1999 in marketing, sales and administrative
costs.
c) A write-off of uncollected accounts receivable in fiscal year 1999.
d) The accrual of severance and other cost related to a 20% workforce
reduction in fiscal year 1999.
