U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 12b-25 ---------------
SEC FILE NUMBER
NOTIFICATION OF LATE FILING 33-90344
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(Check One): (X)Form 10-K and Form 10-KSB ( )Form 20-F ( )Form 11-K
( )Form 10-Q and Form 10-QSB ( )Form N-SAR
For Period Ended: June 30, 1999
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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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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:________________________________
PART I - REGISTRANT INFORMATION
Clariti Telecommunications International, Ltd.
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Full Name of Registrant
Not applicable
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Former Name if Applicable
1735 Market Street, Mellon Bank Center, Suite 1300
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Address of Principal Executive Office (Street and Number)
Philadelphia, PA 19103
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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)
(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 10-KSB, Form 20-F, Form 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 Form 10-QSB, or portion thereof will
be filed on or before the fifth 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB, 20-F, 11-K,
10-Q, 10-QSB, and N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed period.
Explanation:
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On September 7, 1999 PricewaterhouseCoopers LLP ("PwC") resigned as independent
accountants for Clariti Telecommunications International, Ltd. ("Clariti").
PwC's decision to resign was their own. Their decision to resign was made with
no prior notice given to Clariti. On September 13, 1999 Clariti engaged Cogen
Sklar LLP ("Cogen Sklar") as its new independent accountants. Due to the
limited period of time between the engagement of Cogen Sklar and the due date
of Clariti's Form 10-KSB (September 28, 1999), Cogen Sklar has indicated that
it will be unable to complete its audit work and express an opinion on
Clariti's consolidated financial statements for the year ended June 30,1999 by
such due date without unreasonable effort or expense. Cogen Sklar's statement
is attached hereto as Exhibit 16. Management expects to file a completed Form
10-KSB for the year ended June 30, 1999 on or before October 13, 1999.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
James M. Boyd, Jr. 215 979-3600
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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 during the preceding 12 months been
filed? (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 statement to be included in the subject report thereon?
(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.
Explanation:
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On December 8, 1998 Clariti acquired all of the outstanding common stock
of GlobalFirst Holdings, Ltd. ("GlobalFirst"), a privately held
telecommunications firm with operations in the United Kingdom and several
other countries in Western Europe (the "GlobalFirst Acquisition"). On
February 3, 1999, Clariti sold all of the outstanding common stock of
Telnet Products & Services, Ltd. ("Telnet") to the former owner of
GlobalFirst. Prior to its sale, Telnet was one of several businesses
operated by GlobalFirst. On March 16, 1999, Clariti acquired all of the
outstanding common stock of Mediatel Global Communications, Ltd.
("Mediatel"), a switchless reseller of telecommunications services in the
United Kingdom. On May 7, 1999, Clariti acquired all of the outstanding
capital stock of MegaHertz-NKO, Inc. ("M-NKO"), an Internet Service
Provider and a provider of enhanced telecommunications and Internet
Protocol telephony services (voice, data, fax and video).
Pursuant to generally accepted accounting principles, the GlobalFirst
Acquisition has been accounted for as a reverse acquisition. Thus,
GlobalFirst was deemed to be the acquirer and Clariti was considered the
acquired company for purposes of applying purchase accounting rules. As
a result, the registrant's earnings statements for the year ended
June 30, 1999 will reflect results of operations for GlobalFirst for the
entire twelve-month period, and Clariti's results of operations for only
the period from the acquisition date (December 8, 1998) to June 30, 1999.
In contrast, Clariti's results of operations for the eleven months ended
June 30, 1998 reflected Clariti's results of operations only. The sale of
Telnet and the acquisitions of Mediatel and M-NKO are also expected to
have an effect on the 1999 results.
Clariti incurred a net loss of approximately $4.2 million for the eleven
months ended June 30, 1998. Final consolidated results of operations for
the year ended June 30, 1999 have not yet been completed; however,
management expects that such results will reflect net losses
substantially greater than the prior year results noted above due to the
inclusion of GlobalFirst's results of operations for the entire twelve-
month period due to the reverse acquisition accounting treatment, as well
as the impact of the sale of Telnet and the acquisitions of Mediatel and
M-NKO.
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Clariti Telecommunications International, Ltd.
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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 29, 1999 By: s/James M. Boyd, Jr.
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James M. Boyd, Jr.
Vice President of Finance and
Chief Accounting Officer
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Cogen Sklar LLP Letterhead
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September 28, 1999
Clariti Telecommunications International, Ltd.
1735 Market Street
Mellon Bank Center, Suite 1300
Philadelphia, PA 19103
Gentlemen:
On September 13, 1999, you engaged our firm to audit the consolidated financial
statements of Clariti Telecommunications International, Ltd. ("Clariti") for
the year ended June 30, 1999. It is our understanding that Clariti plans to
include such audited financial statements in its June 30, 1999 Form 10-KSB.
It is also our understanding that the due date for filing such Form 10-KSB is
September 28, 1999.
We have reviewed the requirements to complete our audit, and we have concluded
that there is not sufficient time to complete all of our audit work within the
time constraints. Therefore, we will be unable to furnish the required audit
report by September 28, 1999.
Very truly yours,
s/Cogen Sklar LLP
