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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): / /Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR
For Period Ended:
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ X / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended: March 31, 1997
READ INSTRUCTION (ON BACK PAGE) 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:
Transition Report on Form 10-QSB
PART I -- REGISTRANT INFORMATION
Electronics Communications Corp. (File No. 0-24486)
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Full Name of Registrant
N/A
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Former Name if Applicable
10 Plog Road
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Address of Principal Executive Office (Street and Number)
Fairfield, New Jersey 07004
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City, State and Zip Code
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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)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without 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,
/ X / will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
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.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.(1)
(See footnote "1" below)
Due to the timing and difficulty of the reporting process and auditor review
the additional expense would be unreasonable.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Les Winder (201) 808-8862
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(Name) (Area Code) (Telephone Number)
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(1) The Company currently has before the Commission for comment a Registration
Statement on Form S-3, Pre-Effective Amendments "3" and "4" (File No. 1.3764).
Just prior to the end of the reporting period (March 31, 1997), by its letter of
March 28, 1997, the Commission issued substantial substantive comments with
respect to that Registration Statement. Those comments necessitated the
application of both additional man-hours and procedures relating to the
Company's financial statements for prior periods, in particular, those contained
in the Company's Annual Report on Form 10-KSB (to be incorporated by reference
in the Registration Statement on Form S-3). These changes impacted on the
Company's financials to be issued for the first quarter of 1997. The Company's
accountants are comprised of a small firm who were unable, consistent with their
resources and other engagements, to complete all of these necessary procedures
so as to facilitate the timely filing of the Company's 10-QSB. However, with
the application of additional man-hours on an overtime basis, it is anticipated
that the necessary procedures and changes will be completed so that this report
will be so filed within the five (5) day extension provided upon the filing of
this Notification.
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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 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If
answer is no, identify report(s). /X/ Yes / / No
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(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.(2)
(See footnote "2" below)
Electronics Communications Corp.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 15, 1997 By: /s/ Les Winder
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Executive Vice President
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.
____________________________________ATTENTION__________________________________
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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(2) For the three months ended March 31, 1997, as compared to the three months
ended March 31, 1996, the Company will report a net loss before taxes of
$1,142,221.00, as compared to a profit of $1,257.00 for the prior period. This
loss reflects the Company's continuing transition from its prior principal
concentration as a distributor of consumer electronics products to an
FCC-licensed, wireless Personal Communications Service ("PCS") and pager
carrier, and a concomitant transition away from solicitation of cellular
activations on behalf of NYNEX Mobile Communications, Inc. and Bell Atlantic
NYNEX Mobile Communications, Inc., (which was previously the Company's major
source of commission income). The transition away from NYNEX and Bell Atlantic
was, in part, reflective of the diminished competitiveness of those companies,
in the terms offered to their dealers, such as the Company and, in part, an
effort to negotiate a release from those companies from certain non-competition
and non-solicitation provisions which would have prohibited or inhibited the
Company's initiation of solicitations for PCS activations. This transition was
based on the Company's belief and perception that PCS is the future of wireless
communications. Accordingly, for the quarter ended March 31, 1997, sales
relating to electronics products were reduced by more than $900,000, and
commission income during this period was down by just over $1,000,000, as
compared to the prior period, accounting for substantially all of the change in
the results of operations between the two periods, net of accompanying cost of
sales.
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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 O-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 must 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.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
