FORM 12b-25
NOTIFICATION OF LATE FILING
[ ] Form 10-K and Form 10-KSB [ ] Form 20-[ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 1997
[ ] 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: _________________________
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:_________________________
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Part I -- Registrant Information
Full Name of Registrant
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WorldPort Communications, Inc.
Address of Principal Executive Office (Street and Number)
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9601 Katy Freeway, Suite 200, Houston, Texas 77024
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, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth 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 [Amended in Release No. 34-26589 (P. 72,435), effective April 12,
1989, 54 F.R.
10306.]
(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
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
The Company needs more time to gather sufficient information to adequately
prepare a true and accurate report and disclosure in the Form 10-QSB and could
not complete the Form 10-QSB without unreasonable effort and expense.
Part IV -- Other Information
(1) Name and telephone number of person to contact in regard to this
notification
W. Dean Spies (713) 461-4999
(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.
During the corresponding period for the last fiscal year the Company had
no operations. On June 20, 1997, the Company acquired Telenational
Communications Limited Partnership ("TNC"), which gave the Company operations.
Giving effect to the acquisition of TNC on June 20, 1997, the Company's (i)
revenues for the three and six months ended June 30, 1997, were $188,549
compared to $0 for the three and six months ended June 30, 1996; (ii) gross
margin for the three and six months ended June 30, 1996, was ($5,863) compared
to $0 for the three and six months ended June 30, 1996; and (iii) selling,
general and administrative expenses increased to $363,679 from $115,385 and to
$652,648 from $120,296 for the three and six months ended June 30, 1997 and
1996, respectively. The changes in results of operations from the corresponding
period for the last fiscal year are due to the acquisition of TNC. The Company
needs additional time in order to prepare an accurate earnings statement to be
included in its report on Form 10- QSB.
<PAGE>
WORLDPORT COMMUNICATIONS, 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, 1 97 By /s/ W. Dean Spies
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W. Dean Spies
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 of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
