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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 0-27046
Washington, D.C. 20549
Cusip Number
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) _X_ Form 10-K __ Form 20-F __ Form 11-K __ Form 10-Q __ Form N-SAR
For Period Ended: November 30, 1998
[ ] 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 the form shall be construed to imply that the Commission has
verified any information contained herein.
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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
QUINTEL COMMUNICATIONS, INC.
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Full Name of Registrant
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Former Name if Applicable
ONE BLUE HILL PLAZA
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Address of Principal Executive Office (STREET AND NUMBER)
PEARL RIVER, NY 10965
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City, State and 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 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, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, 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-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 the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach Extra Sheets if Needed)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
DANIEL HARVEY 914 620-1212
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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 reports 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 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.
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QUINTEL COMMUNICATIONS 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 March 1, 1999 By /s/ Daniel Harvey
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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
persons 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 INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 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 amendment 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 232.12(c) of this chapter).
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Part III
In order to finalize the information to be included in the Company's
Annual Report on Form 10-K for the fiscal year ended November 30, 1998, the
Company is awaiting the provision of information from a significant vendor
necessary for the Company to formulate informed judgements in evaluating the
recoverability of certain material accounts receivable. In addition, the
Company is still reviewing the status of various claims and contigencies to
determine their potential magnitude and their potential impact on accounting
and disclosure matters.
Upon the Company's completion of the evaluation of its financial
results, as impacted by the information referenced above, additional time will
be required to produce a meaningful analysis of the Company's operations,
including an adequate description of its financial position and liquidity
and capital resources.
The foregoing reasons causing the Company's inablility to timely file
its Annual Report of Form 10-K for the fiscal year ended November 30, 1998
could not be eliminated without unreasonable effort of expense.
Part IV
As indicated in Company's previous filings with the Commission, the
Company has incurred signigicant losses in the first nine months of the fiscal
year ended Novemeber 30, 1998, principally from adjustments to the carrying
value of certain long lived assets. Based on such losses and projected losses
for the fourth quarter of fiscal 1998, the Company expects to realize a loss
from operations for the fiscal year ended November 30, 1998 in excess of the
$13.9 million loss realized in the first nine months of fiscal 1998, as
compared to profitable results of operations of $22.7 million realized in the
entire fiscal year ended November 30, 1997.
