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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): /X/ Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q
/ /Form N-SAR
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SEC NO. 0-25482
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CUSIP NO. 294408109
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For Period Ended: June 30, 2000
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/ / 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:
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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.
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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
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Full Name of Registrant
Equalnet Communications Corp.
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Former Name if Applicable
Equalnet Holdings Corp.
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Address of Principal Executive Office (Street and Number)
1250 Wood Branch Park Drive
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City, State and Zip Code
Houston, Texas 77079-1212
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;
(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 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.
The Annual Report of Form 10-K for the fiscal year ended June 30, 2000 could
not be filed on time because (a) the Company does not have independent
auditors required to prepared the audited financial statements to be included
in the From 10-K and (b) on August 9, 2000 the Company and its wholly-owned
subsidiaries filed a voluntary petition for relief under chapter 11, title 11,
of the United States Code in the United States Bankruptcy Court, Southern
District of Texas, Houston Division ("Bankruptcy Court"). The current
operating budget as approved by the Bankruptcy Court does not provide the
Company with sufficient funds to retain the independent auditors to complete
the Form 10-K for the fiscal of the Company ended June 30, 2000. The Company
does not currently anticipate that it will be able to prepare and file a Form
10-K for the fiscal year ended June 30, 2000 prior to the approval of the plan
of reorganization by Bankruptcy Court.
(ATTACH EXTRA SHEETS IF NECESSARY)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Bruce N. Shortt, Esq 281 529.4641
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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
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.
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Equalnet 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 September 28, 2000 By /s/ Steven R. Fredrich
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Name & Title: Steven R. Fredrich
CFO
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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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).
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Attachment in response to item (3)
The Company filed a voluntary petition for relief under chapter 11 of title 11
of the United States Code, on August 9, 2000 and the Company expects that on
preparation and completion of its financial statements for its fiscal year
ended June 30, 2000, such financial statements will reflect a significant
change in the results of operations from the corresponding period. However, as
of the date of this filing, the Company has not engaged independent auditors
to prepare and audit its financial statements for such period and therefore it
is impossible for the Company to provide any meaningful estimate of such
change in its results of operations from the corresponding prior period.
The Company has submitted on September 12, 2000 a letter to the Securities
Exchange Commission requesting that the staff not recommend any enforcement
action against the Company if the Company implements, in lieu of periodic
reports required under the Exchange Act of 1934, the modified reporting
procedures described in that letter.