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, 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: ______________________
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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.
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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:
NOT APPLICABLE
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Part I - Registrant Information
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Full Name of Registrant: CONVERGENCE COMMUNICATIONS, INC.
Former Name if Applicable: WIRELESS CABLE & COMMUNICATIONS, INC.
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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)
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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).
(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.
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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)
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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
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?
[X] Yes No
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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.
SEE ATTACHED SHEET
CONVERGENCE 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 30, 1999 By /S/ Jerry Slovinski
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Jerry Slovinski, Chief Financial Officer
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ATTACHMENT
Part III: Narrative Response
Registrant's business operations consist primarily of interests in
telecommunications systems in Latin America. Registrant recently completed the
acquisition of operating telecommunication systems in Venezuela and El Salvador.
These operations currently generate substantially all of Registrant's revenues.
In connection with the acquisition of these systems, and the anticipated
acquisition of another operating system in Guatemala, Registrant has been
required to reformat its accounting procedures, acquire and implement a series
of new accounting programs for its multi-country operations and train its local
administrative and accounting personnel in the use and maintenance of these
systems. These changes have taken longer to implement than Registrant
anticipated, resulting in the delay of the audit for the period in question.
Notwithstanding these delays, the Registrant's Form 10-KSB should be completed
no later than 15 days following the date of this notification, and Registrant
should be able to timely file its annual report on Form 10-KSB.
Part IV, Question (3): Narrative Response
As noted in response to Part III above, Registrant recently completed
the acquisition of operating telecommunication systems in both El Salvador and
Venezuela. As a result of these acquisitions, the subscriber base covered by the
Registrant's telecommunications networks increased from approximately 900
subscribers to in excess of 28,500 subscribers. In addition, during the last
year, Registrant initiated and completed the construction of telecommunications
networks in three Latin America countries and conducted other significant
network buildout activities, acquired significant amounts of network and
subscriber equipment, and launched subscribers drives in a number of its market
countries. As a result, it is anticipated that there will a significant change
in the results of the Registrant's operations from those included in the
Registrant's annual report on Form 10-KSB for the period ending December 31,
1997.
