United States
Securities and Exchange Commission
Form NT 10-Q
Notification of Late Filing
Form 10-Q
For Period ending November 14, 1998
PART I - REGISTRANT INFORMATION
Full Name of Registrant: UStel, Inc.
Address of Principal Executive Office: 2033 Sixth Avenue, Suite 401
City, State and Zip Code: Seattle, WA 98121
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.
(b) The subject annual report, semi-annual report, transition report on Form
10K, Form 20-F, 11-K 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 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.
PART III- Narrative
The Form 10-Q cannot be filed by November 14, 1998, because, in connection
with closing the merger and financing related to the acquisition of Arcada
Communications by UStel on June 25, 1998, UStel has encountered numerous
issues relating to the consolidation and corporate restructuring of the
combined companies. As a result of the (i) variety and complexity of the
issues faced by UStel in connection with the consolidation of the combined
companies' operations and, (ii) the cost and expertise required to resolve
certain issues relating to the consolidation and corporate restructuring of
the combined companies, UStel could not timely file Form 10-Q without
incurring unreasonable effort or expense.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
David M. Otto (206) 505-4508
(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 reports) been filed? If answer is no,
identify reports
8-K ( ) Yes (X)No
(3) It is anticipated that UStel's 10-Q will reflect a significant change in
the results of operations as reflected by UStel's earnings statements from the
corresponding period for 1997. The anticipated change is associated with the
consolidation and corporate restructuring of the combined companies. UStel
was not faced with the operational and financial issues associated with
consolidation and restructuring of the Arcada acquisition during the
corresponding period for 1997. It is anticipated that the results of UStel's
operations for the third quarter 1998 will reflect negative net earnings of
approximately ($6,500,000.00) as compared to negative net earnings for the
third quarter 1997 of approximately ($2,700,000.00).
UStel, Inc. has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 12, 1998 By: /s/ David M. Otto
_____________________
David M. Otto
General Counsel
