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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM NT-10Q
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0-2180
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended January 31, 1998
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CUSIP NUMBER
89151T 10 6
[ ] Transition Report on Form-10K
[ ] 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 Instructions (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:
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PART I --REGISTRANT INFORMATION
Total-Tel USA Communications, Inc.
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Full Name of Registrant
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Former Name if Applicable
150 Clove Road
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Address of Principal Executive Office (Street and Number)
Little Falls, New Jersey 07424
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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 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, 11K,
Form N-SAR, or portion thereof, will be filed on
or before the fifteenth calendar day following
[X] 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-10K, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach Extra Sheets if
Needed)
The substantial increase in business requires additional
calculation and account analysis. The form 10-Q will be filed
within the extension period. (Attach Extra Sheets if Needed)
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Thomas P. Gunning 973 812-1100
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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 or
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
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(3) It is anticipated that any significant change in results of
operations from the correspondence 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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Total-Tel USA 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 May 1, 1998 By /S/ Thomas P. Gunning
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Secretary & 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 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 if 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 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 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 notification 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
or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
PART IV. - OTHER INFORMATION
(3) It is estimated that operating results and earnings per share
for the current fiscal year will be significantly below the
operating results and earnings per share for the prior fiscal
year.
