U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
check box
Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-QSB [X] Form N-SAR
For Period Ended: September 30, 2002
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[ ] 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: ________________________
Read Instruction (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
Full Name of Registrant:
Dstage.com, Inc.
Former Name if Applicable
Address of Principal Executive Office (Street and Number) 1600 Broadway, Suite
2400 Denver, CO 80202 City, State, 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)
(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 transition report on Form 10-QSB, 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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 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 the subject report in a timely manner because
the Registrant is in the process resolving accounting matters related to the
valuation of prepaid services and purchased technology and, as a result, is
unable to complete its financial statements
without unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Frank Maresca 303 542-1802
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(Name) (Area Code) (Telephone No.)
(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
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.
Explanation of significant change in results of operations from the
corresponding period for the last fiscal year:
The following anticipated significant change in results of operations from the
corresponding period for the last fiscal year is presented:
GENERAL AND ADMINISTRATIVE
CUMULATIVE THREE NINE
DURING MONTHS ENDED MONTHS ENDED
DEVELOPMENT SEPTEMBER 30, SEPTEMBER 30,
STAGE 2002 2001 % CHANGE 2002 2001 % CHANGE
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General and Administrative $1,993,938 $317,919 $ 70,004 354.14% $1,316,400 $ 154,409 752.54%
General and administrative expenses consist primarily of professional services,
insurance, telephone, occupancy, travel and compliance related expenses. The
large increase in general and administrative expenses for three and nine months
ended September 30, 2002, compared to the three and nine months ended September
30, 2001, is primarily due to expensing deferred compensation for Concept
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Affiliate agreements secured in 2001. For the nine months ended September 30,
2002, expensing deferred compensation accrued under these agreements accounted
for approximately 62%, or $822,608, of our general and administrative expenses
for the period. Similarly, prepaid Concept Affiliate services expensed during
the nine months ended September 30, 2002 accounted for approximately 16%, or
$205,120 of our general and administrative expenses for the nine months ended
September 30, 2002. Approximately 15%, or $200,000 of our general and
administrative expenses for the nine months ended September 30, 2002 consisted
of an investment banking fee. While this fee was intended to cover a period of
12 months, the Company elected to expense the entire amount, as no significant
financing had materialized from the agreement as of September 30, 2002. The
remaining 7% is composed primarily of compliance related expenses. Compliance
related expenses include legal, accounting and other charges related to filing
our reports with the Securities and Exchange Commission. Of the $1,316,400 we
expensed under the general and administrative caption for the nine months ended
September 30, 2002, 78% or $1,027,728 were prepaid for using our common stock,
$200,000 or 15%, require payment to our shareholders in common stock, and
$88,672 or 6.7% require settlement in cash. We plan to utilize more
professional services from our officers, directors and Concept Affiliates in the
remaining quarter of 2002.
Dstage.com, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 15, 2002 By: /s/ Frank Maresca
CEO
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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CRF 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (Section 232.201 or Section 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section
232.13(b) of this chapter).
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