UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): /X/Form 10-KSB / /Form 20-F / /Form 11-K / /Form 10-Q
/ /Form N-SAR
For Period Ended: December 31, 2000
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/ / Transition Report on Form 10-KSB
/ / 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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READ INSTRUCTIONS (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
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
Cyberopticlabs, Inc.
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Full Name of Registrant
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Former Name if Applicable
7 Old Latern Road
Norwalk, Connecticut 06851
City, State and Zip Code
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Address of Principal Executive Office (Street and Number)
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-KSB, 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 of transaction 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 the reasons why Forms 10-KSB, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant is unable to file Form 10-KSB within the prescribed time period
without unreasonable effort or expense for the following reasons: (i) the recent
retention of new accountants, Cipolla Sziklay Zak & Company LLC, and (ii) the
need for consolidating for the first time, the financial statements of the
Registrant with its wholly-owned subsidiaries, U.S. Direct Insurance Agency,
Inc. and I.S.G. Group Inc. As the Registrant only completed the acquisition of
U.S. Direct Insurance Agency, Inc. and I.S.G. Group Inc. in November 2000, the
retention of a new accounting firm has caused an unavoidable delay in the
preparation of consolidated financial statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Eric Hellige, Esq. (212) 326-0846
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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 report(s) been
filed? If 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
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.
The consolidated financial statements of Cyberopticlabs, Inc. (the
"Company") for the year ended December 31, 2000 are significantly
different from the Company's financial statements as previously
reported for the following reason:
On November 30, 2000, the Company acquired all of the outstanding
common stock of ISG Group, Inc. ("ISG") and U.S. Direct Agency, Inc.
("USD") in exchange for 21,651,000 shares of the Company's common stock
(approximately 84 percent of the Company's issued and outstanding
common stock). For accounting purposes, the acquisition has been
treated as the acquisition of the Company by ISG and USD, with ISG and
USD as the acquirer (reverse acquisition). Accordingly, the historical
financial statements, which will be presented in the Company's Form
10-KSB for the period prior to November 30, 2000, will be those of ISG
and USD combined.
The consolidated December 31, 2000 and 1999 financial statements will
include the accounts of (a) ISG and its subsidiaries for the year ended
March 31, 1999 and the nine months ended December 31, 2000, (b) USD and
its affiliate RiderPoint, Inc. (which USD effectively controls) for the
year ended December 31, 1999 and 2000, and (c) the Company for the
one-month period ended December 31, 2000.
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Cyberopticlabs, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 28, 2001 By: /s/ Craig Gironda
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Name: Craig Gironda
itle: President
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