Form 12b-25
Notification of Late Filing
Form 10-K and Form 10-KSB
For period ended September 30, 1998
Nothing in this form shall be construed to imply that the Commission has
verified any information contained therein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: n/a
Part 1 - Registrant Information
Full Name of Registrant: 21st Century Telesis (II), Inc.
Former Name if Applicable: n/a
Address of Principal Executive Office:
650 Town Center Drive
Suite 1999
Costa Mesa, CA 92626
Part II - Rules12b-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:
(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 of 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 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) (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 whey Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
Registrant has worked diligently to prepare its annual report on Form 10-K for
its fiscal year ended September 30, 1998, but has been able to complete the said
report by its required filing date, owing to registrant's shortage of financial
management and other executive-level personnel, and the heavy demands placed on
such personnel by the increasingly urgent need to secure permanent financing for
deployment of registrant's PCS networks, the pursuit of which has occupied
virtually all their available time for the past several months.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Michael W. Palmer, (619) 681-0555
(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? Yes, since no such
reports have been required to be filed since registrant's Form 10 became
effective on October 20, 1998.
(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.
Yes.
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.
As compared to the twelve months ended September 30, 1997, registrant
anticipates the following material changes (estimated) as at September 30, 1998:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Current assets: . . . $ 2,743,569 $ 5,955,822
Other assets: . . . . 50,523,259 85,552,203
Total liabilities and
Stockholder equity: 53,378,145 91,611,945
Net Loss. . . . . . . (5,229,562) (1,005,290)
</TABLE>
The reduction in current assets is largely attributable one year's operating
costs with the
