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
For Period Ended: December 31, 1997
[ ] 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: __________________
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
Digital Data Networks, Inc.
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Full Name of Registrant
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Former Name if Applicable
3102 Maple Avenue, Suite 230
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Address of Principal Executive Office (Street and Number)
Dallas, TX 75201
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City, State and Zip Code
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 20-F, Form 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
[ X ] (c) The accountant's statements or other exhibit required by Rule
12b-25(c) has been attached if applicable.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portions
thereof, could not be filed within the prescribed time period. (Attach Extra
Sheets if Needed)
The Registrant maintains past-due notes receivable from a failed acquisition
target that management is attempting to evaluate as to realizability. The
Registrant also maintains certain intangible assets that management is
attempting to evaluate as to impairment under Statement of Financial Accounting
Standards No. 121 "Accounting for the Impairment of Long-lived Assets and for
Long-lived Assets to be Disposed Of." Lastly, the Registrant also maintains
other material receivables on its balance sheet as of December 31, 1997 for
which the Registrant's certifying accountant has been unable to complete
satisfactory testing due to unavoidable delays in the timing of audit
procedures. As a result of all these factors, the Form 10-KSB could not be filed
within the prescribed time period since the audit is not yet complete and could
not be completed without unreasonable effort and expense on behalf of the
Registrant.
Item # 601 Code Exhibit
- ------ -------- -------
1 16 Letter of BDO Seidman, LLP dated
March 30, 1998 stating why the audit is not
available.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
RICHARD BOEGLIN (214) 969-7200
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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 reports) been
filed? If the answer is no, identify report(s).
[ X ] Yes [ ] No
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(3) Is it anticipated that any significant changes 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
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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.
(See Attached Narrative)
Digital Data Networks, Inc. has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: March 30, 1997 By: /s/ Donald B. Scott
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Donald B. Scott,
Chairman of the Board and President
<PAGE>
NARRATIVE FOR PART IV - item (3) Form 12b-25
The Registrant is unable to accurately determine net income for the year ended
December 31, 1997 due to the need for resolution of certain accounting issues
related to the Registrant's failed acquisition during the year, the potential
impairment of intangible assets, and the resolution of certain audit testing by
the Registrant's certifying accountant which could not be completed within the
prescribed time period without unreasonable effort and expense. The Registrant's
certifying accountant and Chief Financial Officer are working on resolution of
these issues. Net loss for the year ended December 31, 1996 was $1,966,000 or
($0.98) per share.
EX-16
BDO Seidman, LLP
Accountants and Consultants
600 University, Suite 2400
Seattle, WA 98101
Telephone: (206) 624-2020
Fax: (206) 624-7579
Securities and Exchange Commission March 30, 1997
450 Fifth Street, N.S.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities and Exchange Act of 1934 and in satisfaction of item (c) of Part
II of Form 12b-25.
We are the independent auditors of Digital Data Networks, Inc. (the
"Registrant"). The Registrant has stated in Part III of its filing on Form
12b-25 that it is unable to timely file, without unreasonable effort or expense,
its Annual Report on Form 10-KSB for the year ended December 31, 1997 because
our Firm has not yet completed our audit of the financial statements of the
Registrant for the year ended December 31, 1997 and is therefore unable to
furnish the required opinion on such financial statements.
We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25 and agree with the statements made
therein. We are unable to complete our audit of the Registrant's financial
statements and furnish the required opinion for a timely filing as we are still
in the process of obtaining and analyzing evidential matter pertaining to the
Registrant's note receivable from a failed acquisition target, the impairment of
intangible assets, and the collectibility of certain other trade receivables.
Therefore, we have not yet had sufficient time to complete the auditing
procedure which we consider necessary in these circumstances.
Very truly yours,
/s/ BDO Seidman, LLP
