(Check One): | UNITED STATES | |||
¨ Form 10-K | SECURITIES AND EXCHANGE | |||
COMMISSION | ||||
¨ Form 20-F | Washington, D.C. 20549 | |||
¨ Form 11-K | ||||
x Form 10-Q | FORM 12b-25 | SEC File Number: 0-4465 | ||
¨ Form N-SAR | CUSIP Number: 384739 10 9 | |||
¨ Form N-CSR | NOTIFICATION OF LATE FILING |
For Period Ended: August 31, 2007 |
¨ 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 |
¨ Transition Report on Form N-CSR |
For the Transition Period Ended: |
Nothing in this form shall be construed to imply that the Commission has verified any information | ||
contained herein. | ||
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 | ||
eLEC Communications Corp. | ||
Full name of registrant | ||
Former name if applicable |
75 South Broadway, Suite 302 | ||
Address of principal executive office (Street and number) | ||
White Plains, New York 10601 | ||
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; | ||||
(b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form | |||
11-K, Form N-SAR or Form N-CSR, 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) | 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 why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition | ||||
report or portion thereof, could not be filed within the prescribed time period. | ||||
Due to the late closing of our books and records, as a result of our efforts to secure additional financing this | ||||
month, our independent registered public accounting firm was unable to complete its review of our | ||||
Quarterly Report on Form 10-Q within the prescribed time period without unreasonable effort or expense. | ||||
As a result of the foregoing, our Quarterly Report on Form 10-Q for the quarterly period ended August 31, | ||||
2007 will be filed on or before October 22, 2007, which is within the extension period provided under Rule | ||||
12b-25. | ||||
PART IV - OTHER INFORMATION | ||||
(1) | Name and telephone number of person to contact in regard to this notification: | |||
Eric M. Hellige (212) 421-4100 | ||||
(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? If the answer is no, | ||
identify report(s). x Yes ¨ No | ||
(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? x Yes ¨ No |
The nine-month period ended August 31, 2006 included the operations of two wholly owned telephone |
service subsidiaries that we divested effective June 1, 2007. Accordingly, in the nine-month period ended |
August 31, 2007, the operating results of these former subsidiaries are classified as discontinued operations, |
and a net gain from discontinued operations of approximately $1,020,000 has been recorded for the nine |
months ended August 31, 2007. |
Our revenue from continuing operations for the nine-month period ended August 31, 2007 increased by |
approximately $571,000, or approximately 539%, to approximately $677,000 as compared to |
approximately $106,000 reported for the nine-month period ended August 31, 2006. |
Selling, general and administrative expenses increased by approximately $164,000, or approximately 17%, |
to approximately $1,893,000 for the nine-month period ended August 31, 2007 from approximately |
$1,729,000 reported in the same prior-year fiscal period. |
Interest expense decreased by approximately $114,000 to approximately $725,000 for the nine months |
ended August 31, 2007 as compared to approximately $839,000 for the nine months ended August 31, |
2006. |
Warrant income for the nine months ended August 31, 2007 amounted to approximately $495,000, as |
compared to warrant income of approximately $630,000 for the same period in fiscal 2006 |
All amounts are preliminary and subject to final review by our independent registered public accounting |
firm. |
eLEC Communications Corp. | ||
(Name of Registrant as Specified in Charter) | ||
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. | ||
Date: October 16, 2007 By: /s/ Paul H. Riss | ||
Paul H Riss | ||
Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly |
authorized representative. The name and title of the person signing the form shall be typed or printed |
beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative |
(other than an executive officer), evidence of the representative’s authority to sign on behalf of the |
registrant shall be filed with the form. |
ATTENTION |
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. |
1001). |