U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1996
[ ] 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:
Part I---Registrant Information
Full Name of Registrant
TELS Corporation
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Address of Principal Executive Office (Street and Number)
406 West South Jordan Parkway, Suite 250
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City, State and Zip Code
South Jordan, UT 84095
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File Number
0-12993
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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)
[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, or portion thereof, will be filed on or before the fifteenth
calendar day following prescribed due date; and
[X] (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
Due to a delay in completing year end audited financial statements, the form
10-K for the year ending December 31, 1996, could not be completed without
unreasonable effort or expense.
Part IV---Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Stephen M. Nelson (801) 571-1182
(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.
TELS Corporation
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 27, 1997 By /s/Stephen M. Nelson
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Stephen M. Nelson
President
<PAGE>
March 26, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: TELS Corporation
Gentlemen:
We were retained by TELS Corporation as independent certified public accountants
to report on the consolidated financial statements at December 31, 1996, and for
the year then ended. We have endeavored, with the full cooperation of the
Registrant, to obtain the necessary information to meet the filing requirements
for Form 10-K, both as to form and timeliness. Because the Registrant was unable
to compile additional information, determined to be required information for the
audit, with sufficient time for us to complete our audit procedures, we will not
be able to complete our examination by March 31, 1997, which is the required
date for the Registrants annual report on Form 10-K.
Very truly yours,
/s/Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
