UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check one): [X] Form 10-K [ ] Form 20-F
[ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: August 31, 2005
[ ] 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:
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Read Instruction (on page 3) Before Preparing Form. Please Print or Type.
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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:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
Emtec, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
572 Whitehead Road
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City, State and Zip Code
Trenton, NJ 08619
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PART II - RULES 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 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 subject distribution
report on Form 10-D, 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
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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.
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On August 5, 2005, the Registrant completed its merger (the
"Merger") with DARR Westwood Technology Corp. ("Darr") pursuant to an Agreement
and Plan of Merger dated July 14, 2005. As a result, the shareholders of Darr
became the majority shareholders of the Registrant, the Merger was accounted
for as a reverse acquisition with Darr deemed to be the accounting acquirer and
the historical financial statements of the Registrant are considered to be those
of Darr. In addition, Management determined to change its fiscal year end from
March 31 to August 31. The integration efforts following the consummation of the
Merger have required, and continue to require, significant attention and
resources. As a result of the impact of the Merger and the short period of time
following the closing of the Merger and the end of Registrant's fiscal year, the
Registrant is unable to file its annual report on Form 10-K within the
prescribed time period. Additional time is required for the preparation and
auditing of the Registrant's financial statements for the fiscal year ended
August 31, 2005, preparation of the Form
10-K and the audit of certain historical financial statements of Darr, which,
prior to the Merger, had been a private company.
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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:
Stephen C. Donnelly (609) 528-8500
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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 hereof?
[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.
It is anticipated that the Registrant will report net income of
approximately $585,000, or $0.06 per share, and total revenues of $163.5 million
for the year ended August 31, 2005, as compared to net income of $122,281, or
$0.01 per share, and total revenues of $41.6 million, and net income of
$885,837, or $0.09 per share, and total revenues of $88.2 million for the
periods from April 17, 2004 to August 31, 2004 (Successor Period) and from
September 1, 2003 to April 16, 2004 (Predecessor Period), respectively. As
previously indicated, the Registrant has not finalized its financial statements
for the fiscal year ended August 31, 2005 and the foregoing estimates are
subject to change.
Emtec, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 30, 2005 By: /s/ Stephen C. Donnelly
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Stephen C. Donnelly
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other fully 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.