SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number: 0-25482
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] 10-Q [ ] Form N-SAR
For period Ended: September 30, 1998
[ ] 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:
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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 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: Equalnet Communications Corp.
Former name if applicable: EqualNet Holding Corp.
Address of principal executive office: 1250 Wood Branch Park Drive
Houston, Texas 77079
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 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, 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 12b-25(c)
has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period:
The Registrant has not been able to complete its Quarterly Report on
Form 10-Q because a complex acquisition that required shareholder approval and
was completed during the quarter for which this report is due has required a
substantial amount of time and effort to resolve substantial accounting issues,
properly account for the transaction and reconcile the acquired accounts. Until
just recently, the individuals responsible for this activity were engaged in the
fiscal year end audit for the Registrant as reflected in Registrant's Form 10-K,
and could not otherwise direct their attention to the closing of the books of
record and account for the current quarter without jeopardizing the timely
filing of the Form 10-K for the Registrant. The Quarterly Report on Form 10-Q
will be filed on or before November 20, 1998.
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Dean H. Fisher
(281) 529-4648
(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
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.)
Equalnet Communications Corp. has caused this notification to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: November 13, 1998 By: /s/ Dean H. Fisher
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Dean H. Fisher
Senior Vice President
and General Counsel
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ATTACHMENT
FORM 12B-25 PART IV(3)
During the current fiscal year, a wholly owned operating subsidiary of the
Registrant filed for bankruptcy protection under Chapter 11 of the U.S.
Bankruptcy Code. Although the Registrant's financial statements for the quarter
ended September 30, 1998 ("Current Quarter") have not been completed, it is
anticipated the net loss from operations during the Current Quarter will be
substantially higher than the net loss from operations for the corresponding
period in the last fiscal year. However, the Current Quarter loss should be
substantially less than the loss reported for the preceding quarter. The
following is an estimate of the Company's results of operations for the Current
Quarter. These amounts may be adjusted based on a final review of the Company's
financial statements by independent accountants.
Three Months Ended
September 30,
1997 1998
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(in thousands)
Gross Revenues $ 8,327 $ 8,300
Net Income (Loss) (2,097) (5,300)
Net Loss Per Share (0.33) (0.30)
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