SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-23351
NOTIFICATION OF LATE FILING
(Check One): (X) Form 10-K ( ) Form 11-K ( ) Form 20-F ( ) Form 10-Q
( ) Form N-SAR
For Period Ended: July 31, 1998
( ) Transition Report on Form 10-K ( ) Transition Report on Form 10-Q
( ) Transition Report on Form 20-F ( ) Transition Report on Form N-SAR
( ) Transition Report on Form 11-K
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 1
REGISTRANT INFORMATION
Full name of registrant Let's Talk Cellular & Wireless, Inc.
Former name if applicable______________________________________________
Address of principal executive office (Street and number)
800 Brickell Avenue, Suite 400
City, state and zip code
Miami, Florida 33131
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;
| (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
(X) | 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 the reasons why 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.)
The Company is unable to file its annual report on Form 10-K by its due
date because:
(1) The Company is awaiting waiver of compliance with certain of
the covenants in its debt agreements from its lenders, which
it expects to receive on or prior to October 30, 1998.
(2) The Company's financial closing process for its fiscal year
ended July 31, 1998 has also been delayed due to the impact of
numerous acquisitions in fiscal 1998 and the difficulty
encountered in obtaining financial information from the newly
acquired businesses.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Daniel Cammarata (305) 358-8255 Ext. 185
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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 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 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.
Let's Talk Cellular & Wireless, Inc.
--------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date 10/28/98 By /s/ Daniel Cammarata, Chief Financial Officer
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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).
