WIRELESS CABLE & COMMUNICATIONS INC
NT 10-K, 1998-03-31
CABLE & OTHER PAY TELEVISION SERVICES
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                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

                                  (Check One):

[X]Form 10-K and Form 10-KSB [ ]Form 20-F  [ ]Form 11-K  [ ]Form 10-Q and
   Form 10-QSB [ ]Form N-SAR
      
         For Period Ended:  DECEMBER 31, 1997
         [ ]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:

         NOT APPLICABLE

================================================================================

Part I - Registrant Information


         Full Name of Registrant:  WIRELESS CABLE & COMMUNICATIONS, INC.

         Former Name if Applicable

         -----------------------------------------------------------------------

         Address of Principal Executive Office (Street and Number):
         102 WEST 500 SOUTH, SUITE 320

         City, State and Zip Code:
         SALT LAKE CITY, UTAH  84101

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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).

<PAGE>


         (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 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 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 Response

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State below in  reasonable  detail the  reasons why Form 10-K and 10-KSB,  20-F,
11-K,  10-Q,  N-SAR,  or the transition  report or portion  thereof could not be
filed within the prescribed period.
SEE ATTACHED SHEET.

                                                 (Attach Extra Sheets if Needed)

================================================================================

Part IV - Other Information

================================================================================

         (1)      Name and  telephone  number of person to  contact in regard to
                  this notification

         SCOTT R. CARPENTER, ESQ.                                 (801) 532-1234
                  (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  [ ]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.

<PAGE>


                      WIRELESS CABLE & COMMUNICATIONS, INC.
                  (Name of Registrant as specified in charter)

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

Dated March 31, 1998   By: /S/ Anthony Sansone
                          --------------------------------
                          Anthony Sansone, Secretary and Treasurer



<PAGE>


                                   ATTACHMENT

Part III   Narrative Response

         Registrant's  business  operations consist primarily of its interest in
wireless  telecommunications  rights in countries  outside of the United States.
The Company's principal business asset, and only operating system, is located in
the Republic of Venezuela.  The Company only  recently  acquired its interest in
that system.

         When the Company's auditors, Deloitte & Touche, LLP, began the audit of
the Registrant's  financial  statements  relating to its Venezuelan  operations,
they discovered that the prior management of those operations had not maintained
its financial books and records in accordance with generally accepted accounting
principles.  As a result,  the  Company  was  required  to restate the books and
records of the Venezuelan operation for the past 3 years in order for Deloitte &
Touche to complete its audit.  This process has been time consuming and, despite
Deloitte & Touche's  diligence,  the audit of the Company's  financial statement
has not yet been  completed  and could not be  completed  before the due date of
Registrant's  annual  report  on Form  10-KSB  without  unreasonable  effort  or
expense.  Registrant  believes,  however,  that  Deloitte  &  Touche's  audit of
Registrant's  financial  statements  will be  completed  no  later  than th 15th
calendar day following the date of this  notification,  and that Registrant will
be able to timely file its annual report on Form 10-KSB within such period.




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