SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 0-4465
(Check One): |X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q
|_| Form N-SAR
For Period Ended: November 30, 1999
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|_| 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 From 11-K
For the Transition Period Ended:
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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 related to a portion of the filing check above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant eLEC COMMUNICATIONS CORP.
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Former name if applicable
Sirco International Corp.
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Address of principal executive office (Street and number)
509 Westport Avenue
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City, state and zip code Norwalk, Connecticut 06851
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Part II
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 on Form 10-K will be filed
on or before the fifteenth calendar day following the
prescribed due date;
|X| (c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
Access will be completed. This waiver is expected within 2-3
days.
As a result of the foregoing, the Company's Annual Report on
Form 10-K for the year ended November 30, 1999, was not timely filed.
Part III
State below in reasonable detail the reasons why Form 10-K could not be
filed within the prescribed period.
The preparation of our Annual Report on Form 10-K for the
fiscal year ended November 30, 1999, was delayed as we were unable to
complete our financial statements, and our independent accountants were
unable to complete their audit of such financial statements, until such
time as we received the audited financial statements of Access One
Communications Corp. ("Access One"), which we account for on the equity
method of accounting and which are a required part of our Form 10-K
filing. We received the Access One audited financial statements on
February 28, 2000, the date we were required to file our Annual Report
on Form 10-K. Although we were able to file on February 28, 2000, the
actual filing time was after 5:30 PM, New York time, and therefore
recorded as a filing date of February 29, 2000, which consequently
required the filing of this Form 12b-25 to obtain an extension of the
filing date.
As a result of the foregoing, our Annual Report on Form 10-K
for the year ended November 30, 1999, was not completed and filed until
February 29, 2000.
Page 2 of 5
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Part IV
(1) Name and telephone number of person to contact in regard to
this notification.
Eric M. Hellige (212) 421-4100
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(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 twelve
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is
no, identify such reports.
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? 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.
Yes |X| No |_|
We experienced a significant change in our results of operations in
fiscal 1999 as compared to fiscal 1998. Net sales for fiscal 1999 increased by
approximately $2,686,000 or approximately 181%, to approximately $4,170,000 as
compared to approximately $1,484,000 reported in fiscal 1998.
Net sales of our telecommunications division, which consisted of the
operations of Essex and WebQuill, increased by approximately $1,902,000, or
approximately 510%, to approximately $2,275,000 in fiscal 1999 as compared to
approximately $373,000 in fiscal 1998. This increase was attributable to the
rapid growth in the number of installed access lines provisioned by us during
the third and fourth quarters of fiscal 1999. Installed access lines amounted to
approximately 2,400 on August 1, 1999 and grew to approximately 9,100 lines on
November 30, 1999. Revenue for each installed access line averages approximately
$50 per month.
Net sales of our retail division, consisting of the operations of
Airline Venture, Inc. ("AVI"), increased by approximately $784,000, or
approximately 71%, to approximately $1,895,000 in fiscal 1999 as compared to
approximately $1,111,000 in fiscal 1998. The increase was partially attributable
to the acquisition in January 1999 of Tag Air and partially attributable to
increased product offerings. AVI operates three retail stores in Texas for
professional airline flight crew members and sells pilot uniforms, study guides
and travel products.
Page 3 of 5
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Discontinued operations
On August 11, 1999, we sold certain assets and assigned certain
licenses of our domestic luggage division to Interbrand L.L.C., an unrelated
accessories company, in furtherance of our previously announced plans to
discontinue the operations of our wholesale luggage segment. The operating
results of our wholesale luggage segment have been accounted for as a
discontinued operation and the results of operations have been excluded from
continuing operations in our consolidated statements of operations for all
periods presented, including the prior period financial statements in which we
have restated the operating results of our wholesale luggage segment as a
discontinued operation. Interest expense relating to borrowings by our former
wholesale luggage segment is included as operating expenses of such discontinued
segment. For fiscal 1999, we reported a loss from discontinued operations of
approximately $3,179,000 and a loss on disposal of discontinued operations of
approximately $764,000. A cumulative loss on foreign currency translation
adjustment of approximately $599,000, which formerly was presented as a separate
component of shareholder's equity, is now reflected as a loss related solely to
the discontinued segment.
eLEC COMMUNICATIONS CORP. has caused this notification to be signed on
its behalf by the undersigned thereunto duly authorized.
Date: February 29, 2000 By: /s/Paul H. Riss
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Name: Paul H. Riss
Title: Chief Executive Officer
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February 27, 2000
Mr. Paul Riss
President
eLEC Communications Corp.
509 Westport Avenue
Norwalk, Connecticut, 06851
Dear Mr. Riss:
At your request, we are summarizing below the reasons that eLEC Communications
Corp. should request an extension for filing of the Company's annual report on
Form 10K with the Securities and Exchange Commission (SEC).
o The audit of Access One Communications Corp.'s ("Access") financial
statements for their year ended October 31, 1999 is not yet fully
completed. Access's audited financial statements must be filed along
with your 10-K pursuant to Regulation S-X. Access is awaiting an
amendment to its loan agreement with MCG Finance Corporation. Upon
receipt of the waiver, the audit of Access will be completed. This
waiver is expected within 2-3 days.
For these reasons, we believe that the Company should request an extension for
filing the Company's 1999 annual report on Form 10K with the SEC.
Very truly yours,
/s/ Steven Wolpow
Steven Wolpow
For the Firm
Nussbaum Yates & Wolpow, P.C.
Certified Public Accountants
Melville, New York
