UTG COMMUNICATIONS INTERNATIONAL INC
NT 10-K, 1998-06-30
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                              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 N-SAR

             For Period Ended: March 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 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
 UTG Communications International, Inc.
- - ------------------------------------------------------------------------------
Former Name if Applicable
 N/A
- - ------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
  Dachslernstrasse 67, 8048 Zurich, Switzerland
- - ------------------------------------------------------------------------------
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 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-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
/X /        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 Forms 10-K, 20-F, 11-K, 10-Q,
<PAGE>
 
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

Due to a change in senior management of the registrant and changes in personnel

of the accounting department of the registrant and timing difficulties because
of management's attendance to vital business projects on behalf of the Company,
the Registrant's annual report on Form 10-KSB could not be timely completed
without unreasonable additional expense.


                                    (ATTACH EXTRA SHEETS IF NEEDED)
                                                SEC 1344 (6/84)




PART IV -- OTHER INFORMATION
 
(1) Name and telephone number of person to contact in regard to this
    notification
    Ueli Ernst                              011411            438-8800
    ------------------------------------   -----------   ----------------------
                    (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 thereof?                                            / / Yes  /X/ 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.

- - ------------------------------------------------------------------------------
               UTG Communications International, Inc.
             ---------------------------------------------------
             (Name of Registrant as Specified in Charter)

   has caused this notification to be signed on its behalf by the undersigned
   hereunto duly authorized.

   Date    6/30/98                              By  /s/ Ueli Ernst
                                                    Ueli Ernst
                                                    Chairman of the Board
        ---------------------------------------    ----------------------------


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

                                       2
<PAGE>
 
                VIOLATIONS (SEE 18 U.S.C. 1001).
_______________________________________________________________________________


                      GENERAL INSTRUCTIONS

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 O-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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