SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
COMMISSION FILE NUMBER: 0-29672
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NOTIFICATION OF LATE FILING
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(Check One):
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X ] Form 10-Q
For Period Ended: March 31, 2001
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
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Full Name of Registrant: Forecross Corporation
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Former Name if Applicable:
Address of Principal Executive Office (Street and Number): 90 New Montgomery St.
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City, State and Zip Code: San Francisco, California 94105
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PART II - RULE 12B-25(B)AND (C)
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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 or portion thereof will be filed on or
before the 15th calendar day following the prescribed due date; or
the subject quarterly report 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
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State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F or 10-Q
or portion thereof could not be filed within the prescribed time period.
The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
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March 31, 2001 could not be filed within the prescribed time period
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because the Registrant has experienced unanticipated delays in the
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collection and compilation of certain information required to be included
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in the Form 10-Q, and in the completion of the drafting of the Form 10-Q
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for filing. Such delays could not be eliminated by the Registrant without
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unreasonable effort or expense. The Form 10-Q will be filed as soon as
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practicable, but in no event later than the fifth calendar day following
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the prescribed due date.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
Bernadette C. Castello (415) 543-1515
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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 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
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.
Total revenue for the three months ended March 31, 2001 was $926,000 as compared
to $513,000 for the same period of 2000, an increase of 81%. The current period
change over a year ago reflects substantial progress toward the completion of
multiple migration projects. Revenue in the 2000 quarter was also affected
negatively by the anticipated slow return of migration service contracts
following the passing of the year 2000 deadline. Gross margin was $553,000 and
$297,000 for the three months ended March 31, 2001 and 2000, respectively. Gross
margin percentages were 60% and 58% for the these periods
Operating expenses were $703,000 in the three months ended March 31, 2001 as
compared to $1,209,000 in the same period of 2000. As restated, the 2000 quarter
included a $652,000 non-cash charge for warrant expenses related to the March
2000 stock private placement and debt conversion. Net interest expense was
$44,000 for the three months ended March 31, 2001 as compared to $117,000 in the
2000 quarter, reflecting the elimination of debt to the company's senior
officers and to year 2000 distributors as part of the previously mentioned debt
to equity conversion.
The overall net loss for the three months ended March 31, 2001 was $194,000 or
$0.01 per share compared with a loss of $1,029,000 or $0.08 per share for the
three months ended March 31, 2000 (based on the weighted average number of
shares outstanding during the respective periods). Backlog was $1,129,000
at March 31, 2001, as compared to $993,000 at September 30, 2000 and $2,001,000
at March 31, 2000. Subsequent to the end of the current quarter an existing
client signed a contract for an additional $3,000,000 of migration services.
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FORECROSS CORPORATION
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 15, 2001 By: /s/ Bernadette C. Castello
Name: Bernadette C. Castello
Title: Senior Vice President and
Chief Financial Officer
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