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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
______________________________
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ X ] Form 10-Q [ ] Form N-SAR
For Period Ended: June 30, 1997 SEC File Number 0-18048
[ ] Transition Report on Form 10-K CUSIP Number 783942 10 5
[ ] 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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PART I - REGISTRANT INFORMATION
SA TELECOMMUNICATIONS, INC.
(Full Name of Registrant)
1600 Promenade Center, 15th Floor
(Address of Principal Executive Office)
Richardson, Texas 75080
(City and State) (Zip Code)
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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.)
(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 quarterly report on Form 10-QSB 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.
<PAGE>
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-QSB
could not be filed within the prescribed time period.
See Attachment III.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
J. DAVID DARNELL (972) 690-5888
(Name) (Area Code) (Telephone Number)
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(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 been filed? [X] Yes [ ] No
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(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.
See Attachment IV(3)
<PAGE>
SA TELECOMMUNICATIONS, 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, 1997 By: /s/ J. DAVID DARNELL
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J. David Darnell
Vice President-Finance and
Chief Financial Officer
ATTENTION
Intentional misstatements or omissions constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
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ATTACHMENT III
TO
NOTIFICATION OF LATE FILING
OF FORM 10-QSB
FOR FISCAL QUARTER ENDED JUNE 30, 1997
The Registrant was unable to timely file its Quarterly
Report on Form 10-QSB for its fiscal quarter ended June 30,
1997 because information with respect to the Registrant's
liquidity position required by "Management's Discussion and
Analysis of Financial Condition and Plan of Operation" was
dependent upon the consumation of the financing involving the
issuance by the Registrant of its 10% Convertible Debenture
due 2006 in the principal amount of $5,000,000 on August 13,
1997, and the outcome of discussions with certain creditors
of the Registrant and its subsidiaries through August 14, 1997.
Due to the fact that such events occurred immediately prior to
the due date of August 14, 1997, the Registrant represents that
it could not have eliminated the reasons causing such delay
without unreasonable effort and expense.
<PAGE>
ATTACHMENT IV(3)
TO
NOTIFICATION OF LATE FILING
OF FORM 10-QSB
FOR FISCAL QUARTER ENDED JUNE 30, 1997
Management expects that the Registrant will report (i) a
net loss for the three months ended June 30, 1997 of
approximately $6,728,000 as compared to net income of $2,237,000
for the three months ended June 30, 1996, and (ii) a net loss
for the six months ended June 30, 1997 of approximately
$10,060,000 as compared to a net income of $1,804,000 for the
six months ended June 30, 1996. In addition, the Registrant is
expected to report (i) a net loss per share of $0.40 for the
three months ended June 30, 1997 as compared to net income
per share of $0.12 for three months ended June 30, 1996, and
(ii) a net loss of $0.60 for the six months ended June 30, 1997
as compared to net income per share of $0.10 for the six months
ended June 30, 1996.
