AUDIO COMMUNICATIONS NETWORK INC
NT 10-Q, 1998-08-14
BUSINESS SERVICES, NEC
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  FORM 12b-25

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<CAPTION> 
                                                                               Commission File Number  0-33305
                                                                                                       -------

                                                    NOTIFICATION OF LATE FILING
 
(Check One): [_] Form 10-K and Form 10-KSB  [_] Form 11-K  [_] Form 20-F  [X]  Form 10-Q and Form 10-QSB  [_] Form N-SAR
<S>      <C>                                                      <C>   
For Period Ended:  June  30, 1998
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[_]     Transition Report on Form 10-K and Form 10-KSB             [_]  Transition Report on Form 10-Q and Form 10-QSB
[_]     Transition Report on Form 20-F                             [_]  Transition Report on Form N-SAR
[_]     Transition Report on Form 11-K
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For the Transition Period Ended:
                                ------------------------------------------------

                        Part I.  Registrant Information
 
Full name of registrant:     AUDIO COMMUNICATIONS NETWORK, INC.
                        --------------------------------------------------------
 
Former name if applicable:  N/A
                          ------------------------------------------------------

Address of principal executive office 
 (Street and number):                     1000 Legion Place, Suite 1515
                     -----------------------------------------------------------
 
City, State and Zip Code:                 Orlando, Florida  32801
                         -------------------------------------------------------
 
                       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 appropriate box.)

[X]  (a)  The reasons described in reasonable detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

[X]  (b)  The subject annual report, semi-annual report, transition report on
     Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion 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, 10-QSB
     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, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)

     Audio Communications Network, Inc. (the "Company") is not able to file its
Quarterly Report on Form 10-QSB for the period ended June 30, 1998 without
unreasonable effort or expense within the prescribed time period due to
unforeseen circumstances encountered in connection with reporting its unaudited
results of operations for such period.
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                          Part IV.  Other Information

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

    Veronica T.Stork                    (212)                     702-1411
- --------------------------------------------------------------------------------
         (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

     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.

     The results of operations for the quarter ended June 30, 1998 are 
significantly different from the results for the quarter ended. The differences 
are the result of the reverse acquisition of the Company by Suncom 
Communications L.L.C. in May 1997 (as has been previously disclosed in the 
Company's quarterly reports on Form 10-QSB for the periods ended June 30, 1997,
September 30, 1997 and March 31, 1997). It is not possible to quantitatively 
estimate the changes because the Company has not yet completed it unaudited 
financial statements for the quarter ended June 30, 1998.


                      AUDIO COMMUNICATIONS NETWORK, 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:  August 14, 1998    By:  /s/ David Unger
                             -----------------------------
                                  David Unger
                                  Executive Vice President

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