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: September 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
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
<PAGE>
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 October 11, 1999 GlobalFirst Holdings, Ltd. ("GlobalFirst"), Mediatel Global
Communications, Ltd. ("Mediatel"), and their respective United Kingdom
subsidiaries (together, the "UK Group Companies") filed for voluntary
liquidation under the laws of the United Kingdom, and immediately ceased all
operations. The UK Group Companies had been subsidiaries of the registrant,
Clariti Telecommunications International, Ltd. ("Clariti" or the "Company").
The Company has encountered difficulties in obtaining financial data for the UK
Group Companies now that their operations have ceased and employees, including
accounting employees, have been terminated. As a result, it is management's
opinion that financial statements for the three-month period ended September
30, 1999 cannot be completed by November 15, 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 September 30, 1999 on or
before November 22, 1999.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
James M. Boyd, Jr. 215 979-3600
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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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<PAGE>
(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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Clariti incurred a net loss of $1,366,000 for the three-month period
ended September 30, 1998. Final consolidated results of operations for
the three-month period ended September 30, 1999 have not yet been
completed; however, such results will include the operations of
MegaHertz-NKO, Inc., which was acquired in May 1999, and certain effects
of the liquidation of the UK Group Companies.
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: November 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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