UNITED PAYPHONE SERVICES INC
NT 10-K, 1996-09-26
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                      SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                  FORM 12b-25

                             Commission File Number:
                                     0-24138

                          NOTIFICATION OF LATE FILING

(Check One):

 X      Form 10-K       ____    Form 11-K       ____    Form 20-F   
 ____   Form 10-Q       ____    Form N-SAR

        For Period Ended: Fiscal Year Ended June 30, 1996

____    Transition Report on Form 10-K  ____    Transition Report on Form 10-Q
____    Transition Report on Form 20-F  ____    Transition Report on Form N-SAR
____    Transition Report on Form 11-K

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:    Not Applicable.

PART I - REGISTRANT INFORMATION

Full name of registrant: United Payphone Services, Inc.
Former name if applicable: Not Applicable.
Address of principal executive office (Street and number)
1725 West Third Street
City, state and zip code
Tempe, Arizona 85281-2440



PART II - RULE 12b-25 (b) and (c)

If the subject report could not be filed without unreasonable effort and 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 of
            Form 10-K,  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, 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.
<PAGE>


PART III - NARRATIVE

State below in reasonable  detail the reasons why Form 10-K,  11-K,  20-F, 10-Q,
N-SAR or the  transition  report  portion  thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

On September 9, 1996,  the  registrant  terminated  the services of the attorney
formerly  responsible  for  preparing  the  registrant's  Form  10-KSB and other
periodic SEC reports. The registrant engaged new legal counsel concurrently with
the above termination.  The new legal counsel has not represented the registrant
on any matters in the past. The  registrant  believes that it would be difficult
if not impossible for its new legal counsel to prepare and file the registrant's
Form 10-KSB on or before September 30, 1996.

PART IV - OTHER INFORMATION

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

          David Westfere   (602) 829-8777
             (Name)       (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?  X  Yes   _______ No  If the answer is no, identify report(s). 

(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.

          The  Registrant expects to report a net loss of approximately $.04 per
          share  of  Common  Stock  for  the fiscal  year  ended  June 30, 1996,
          compared  to  a  net loss of $.06 per  share of  Common Stock  for the
          comparable prior period.

         
                         United Payphone Services, 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  September 25, 1996        By  David Westfere                      
                                Its President









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