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): ( )Form 10-K and Form 10-KSB ( )Form 20-F ( )Form 11-K
(X)Form 10-Q and Form 10-QSB ( )Form N-SAR
For Period Ended: December 31, 1998
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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
1341 North Delaware Avenue
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Address of Principal Executive Office (Street and Number)
Philadelphia, PA 19125
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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.
( ) (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached, if applicable.
PART III - NARRATIVE
On December 8, 1998, Clariti Telecommunications International, Ltd. ("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"). Since the acquisition date, the registrant and its
independent accountants have been working diligently to meet the Form 8-K
requirements for financial statements and pro forma financial information.
Such financial statements include the registrant's unaudited interim financial
statements for the three-month and six-month periods ended December 31, 1998
that also must be filed with Form 10-QSB for the quarter ended December 31,
1998. Several difficulties have been encountered in preparing these financial
statements, including an inability to promptly locate financial data for
some of the European operations and the need to conform GlobalFirst's financial
information into U.S. generally accepted accounting principles. As a result,
it is management's opinion that financial statements for the three-month and
six-month periods ended December 31, 1998 cannot be completed by February 16,
1999 (the original due date for Form 10-QSB) without unreasonable effort or
expense. Management expects to file a completed Form 10-QSB for the quarter
ended December 31, 1998 on or before February 22, 1999.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
James M. Boyd, Jr. 215 425-8682
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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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Pursuant to generally accepted accounting principles, the GlobalFirst
Acquisition will be accounted for as a reverse acquisition. Thus,
GlobalFirst will be deemed to be the acquiror and Clariti will be
considered the acquired company for purposes of applying purchase
accounting rules. As a result, the registrant's unaudited interim
earnings statements for the three-month and six-month periods ended
December 31, 1998 will reflect results of operations for GlobalFirst for
the full three-month and six-month periods, and Clariti's results of
operations for only the period from the acquisition date (December 8,
1998) to December 31, 1998. In contrast, the registrant's results of
operations for the corresponding periods for the last fiscal year
reflected Clariti's results of operations only.
Clariti incurred net losses of approximately $1.2 million and $2.4
million for the three-month and six-month periods ended December 31,
1997. Final consolidated results of operations for the three-month and
six-month periods ended December 31, 1998 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 results of operations for the entire three-month
and six-month periods as a result of the reverse acquisition accounting
treatment.
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: February 16, 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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