Edgar Filing: EVCI Career Colleges Holding Corp

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

Commission File Number 1-14827

NOTIFICATION OF LATE FILING

(Check One):	o Form 10-K	o Form 11-K	o Form 20-F	x Form 10-Q
	o Form N-SAR

For Period Ended: March 31, 2006

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 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 relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

EVCI Career Colleges Holding Corp

_____________________________________________________________________

Full Name of Registrant

_____________________________________________________________________

Former Name if Applicable

1 Van Der Donck Street

_____________________________________________________________________

Address of Principal Executive Office (Street and Number)

Yonkers, NY 10701

_____________________________________________________________________

City, State and Zip Code

PART II

RULE 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;

x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition 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 why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.) Attach extra sheets if needed.

The internal review necessary to complete registrant’s Form 10-Q is not yet finished.

Registrant anticipates there will be a significant change in its results of operations for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. Registrant estimates that revenue will be approximately $18.9 million, loss from operations will be approximately $0.4 million and net loss will be approximately $0.8 million or $0.06 per diluted share. This compares to 2005 first quarter revenue of $10.2 million, income from operations of $0.9 million, net income of $0.7 million and fully diluted earning per share of $0.05.

The significant revenue increase is attributable to revenue from Technical Career Institutes of approximately $9.7 million as well as $0.2 million from Pennsylvania School of Business, which was partially offset by a $1.2 million decrease in revenue from Interboro Institute. The 2006 first quarter loss is attributable to increases in operational expenses that include more than $0.5 million for Sarbanes-Oxley Section 404 compliance and $0.4 million resulting from the adoption of SFAS No. 123R. In addition, first quarter 2006 includes approximately $0.4 million of interest and financing costs relating to our bank facility first entered into on September 16, 2006 and amended and restated as of March 31, 2006.

PART IV

OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification.

Joseph Looney	914	623-0700
(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 the answer is no, identify report(s).

x Yes o 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 o 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.

EVCI Career Colleges Holding Corp.

(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 11, 2006	By:	/s/ Joseph Looney
		Joseph Looney
		Chief Financial Officer

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 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 or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T.