-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RbpVjApNvRUFBbCZ8x/zydb/c+n3SrHD7+XFUKAh3VMsZCDcsbCDhkLHYA3iELLY ZGileP6S0iZD7TEekpGuIA== 0000914317-01-000140.txt : 20010307 0000914317-01-000140.hdr.sgml : 20010307 ACCESSION NUMBER: 0000914317-01-000140 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001130 FILED AS OF DATE: 20010301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELEC COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000090721 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 132511270 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 000-04465 FILM NUMBER: 1559274 BUSINESS ADDRESS: STREET 1: 37 NORTH STREET CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 2037501000 MAIL ADDRESS: STREET 1: 37 NORTH STREET CITY: NORWALK STATE: CT ZIP: 06851 FORMER COMPANY: FORMER CONFORMED NAME: SIRCO INTERNATIONAL CORP DATE OF NAME CHANGE: 19920703 NT 10-K 1 0001.txt NT 10-K FOR ELEC SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 0-4465 ------ (Check One): |X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR For Period Ended: November 30, 2000 ----------------------------------------------------- |_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q |_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR |_| Transition Report on From 11-K For the Transition Period Ended: --------------------------------------- Read attached instruction sheet 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 related to a portion of the filing check above, identify the item(s) to which the notification relates: - -------------------------------------------------------------------------------- PART I REGISTRANT INFORMATION Full name of registrant eLEC COMMUNICATIONS CORP. -------------------------------------------------------- Former name if applicable - -------------------------------------------------------------------------------- Address of principal executive office (Street and number) 509 Westport Avenue - -------------------------------------------------------------------------------- City, state and zip code Norwalk, Connecticut 06851 ------------------------------------------------------- Page 1 of 4 Part II 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 appropriate box.) |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 on Form 10-K will be filed on or before the fifteenth calendar day following the prescribed due date; |X| (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. Part III State below in reasonable detail the reasons why Form 10-K could not be filed within the prescribed period. The preparation of our Annual Report on Form 10-K for the fiscal year ended November 30, 2000, was delayed due to the late receipt of certain information requested by our auditors so that they could complete their audit procedures. We were able to file on March 1, 2001, which consequently required the filing of this Form 12b-25 to obtain an extension of the filing date. As a result of the foregoing, our Annual Report on Form 10-K for the year ended November 30, 1999, was not completed and filed until March 1, 2001. Part IV (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 twelve months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify such reports. Yes |X| No |_| Page 2 of 4 (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? 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. Yes |X| No |_| See attached press release incorporated herein be reference thereto. eLEC COMMUNICATIONS CORP. has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 1, 2001 By: /s/ Paul H. Riss --------------------------------- Name: Paul H. Riss Title: Chief Executive Officer Page 3 of 4 February 28, 2001 Mr. Paul Riss Chief Executive Officer eLEC Communications Corp. 509 Westport Avenue Norwalk, Connecticut, 06851 Dear Mr. Riss: At your request, we are summarizing below the reasons that eLEC Communications Corp. should request an extension for filing of the Company's annual report on Form 10K with the Securities and Exchange Commission (SEC). We received, too late, certain information that we had requested in order to complete the audit procedures related to our audit of the Company's financial statements for the year ended November 30, 2000. For this reason, we believe that the Company should request an extension for filing the Company's 2000 annual report on Form 10K with the SEC. Very truly yours, /s/ Steven Wolpow - ----------------- Steven Wolpow For the Firm Nussbaum Yates & Wolpow, P.C. Certified Public Accountants Melville, New York Page 4 of 4 EX-99 2 0002.txt eLEC Communications Reports Fourth Quarter and Year-End Results Including Year-Over-Year Sales Growth of 233% Norwalk, CT.... February 28, 2001 --- eLEC Communications Corp. (NASDAQ: ELEC), a provider of integrated communications services to business customers, today announced the results of its operations for the fourth quarter and year ended November 30, 2000. eLEC reported revenues for fiscal 2000 of $13,876,965, an increase of 233% over reported revenues of $4,170,031 in fiscal 1999. Reported revenues for the fourth quarter increased eight percent sequentially to $4,416,025 compared with $4,078,312 in the third quarter. eLEC also reported a net loss for fiscal 2000 of ($5,374,146), or ($0.41) per share, as compared to a net loss in fiscal 1999 of ($7,505,553), or ($0.86) per share. The net loss from continuing operations amounted to ($6,350,770), or ($0.48) per share, as compared to ($3,562,488), or ($0.41) in fiscal 1999. Both fiscal years include non-cash losses in equity investments amounting to $605,553 in fiscal 2000 and $1,661,630 in fiscal 1999. A one-time non-cash loss in the amount of $1,105,626 was also recognized in fiscal 2000 for the impairment in value of an equity investment. Paul Riss, eLEC's CEO, stated, "We are very pleased with our year-over-year accomplishments, highlighted by our strong revenue growth and the expansion into nine states with local access service under the unbundled network elements platform ("UNE-P"). In today's business climate, execution is more important than ever, and our accomplishments in fiscal 2000 in developing our back office systems, executing interconnection agreements in 48 states and provisioning DSL in an extremely cost efficient manner, demonstrate the significant progress we have made. Given the current conditions in the capital markets, which directly impact the value of our marketable securities, we believe our fiscal 2001 will be characterized by stabilized growth, increased average revenue per line and reaching profitability as soon as possible. To accomplish these goals, our management team is focused on leveraging our proprietary technology that allows us to electronically provision and rate local access lines to further penetrate existing markets that contain multi-location businesses. We will also use our internal telemarketing capability to upsell existing customers for new features and services. Our full suite of bundled telecommunications services and our ability to provide one invoice for multi-location and multi-state businesses, combined with the ubiquitous reach of UNE-P, continues to be a valuable service that we are fully prepared to build upon in 2001." eLEC Communications Corp. is a publicly-traded local telecommunications company that is taking advantage of the convergence of the current and future competitive technological and regulatory developments in the Internet and telecommunications markets. eLEC provides an integrated suite of communications services to small and medium-sized business customers, including local, long distance, dial-up access, dedicated access, xDSL, and Web site design and hosting. eLEC Communications Corp. and Subsidiaries Condensed Consolidated Statements of Operations For the Year Ended Nov. 30, 2000 Nov. 30, 1999 ------------- ------------- Revenues $ 13,876,965 $ 4,170,031 Cost of revenues 10,071,536 3,002,698 ------------ ------------ Gross profit 3,805,429 1,167,333 ------------ ------------ Costs and expenses: Selling and general and administrative 9,014,653 2,741,264 Depreciation and amortization 765,641 330,054 Equity in loss of investee 605,553 1,661,630 ------------ ------------ Total costs and expenses 10,385,847 4,732,948 ------------ ------------ Loss from operations (6,580,418) (3,565,615) ------------ ------------ Other income (expense): Interest expense (127,309) (15,419) Interest income 40,541 18,546 Gain on sale of investment securities 1,422,042 -- Loss from impairment of investments (1,105,626) -- ------------ ------------ Total other income (expense) 229,648 3,127 ------------ ------------ Loss from continuing operations (6,350,770) (3,562,488) ------------ ------------ Discontinued operations: Gain (loss) on disposal of discontinued operations 976,624 (3,943,065) ------------ ------------ Net loss $ (5,374,146) ($ 7,505,553) ============ ============ Basic and diluted income (loss) per share Continuing operations ($ 0.48) ($ 0.41) Discontinued operations 0.07 ( 0.45) ------------ ------------ Net loss ($ 0.41) ($ 0.86) ------------ ------------ Weighted average number of common shares outstanding 13,206,506 8,717,554 ============ ============ ********* This release contains forward-looking statements that involve risks and uncertainties. eLEC's actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, among others, availability of management; availability, terms, and deployment of capital; eLEC's ability to successfully market its services to current and new customers, generate customer demand for its product and services in the geographical areas in which eLEC can operate, access new markets, negotiate and maintain suitable interconnection agreements with the incumbent local exchange carriers, and negotiate and maintain suitable vendor relationships, all in a timely manner, at reasonable cost and on satisfactory terms and conditions, as well as regulatory, legislative and judicial developments that could cause actual results to vary in such forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----