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FORM 12b-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 SEC FILE NUMBER 0-24622
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NOTIFICATION OF LATE FILING CUSIP NUMBER 730905 10 6
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(Check One):[ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-QSB [ ]Form N-SAR
For Period Ended: September 30, 1996
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[ ] 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:
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Read Instruction (on back page) 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
Polish Telephones and Microwave Corporation
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Full Name of Registrant
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Former Name if Applicable
4635 Southwest Freeway, Suite 800
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Address of Principal Executive Office (Street and Number)
Houston, Texas 77027
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City, State and Zip Code
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, Form 11-K, Form N-SAR, or portion thereof, will
[X] 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; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10AK, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
Recently, the Company has changed independent auditors. As a result of this
change, the new auditor requires additional time to accurately and completely
review the September 30, 1996 Form 10-QSB.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (11-91)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Mark Vance (713) 968-0968
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(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 reports) been filed? If
answer is no, identify report(s).
[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?
[ ]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.
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Polish Telephones and Microwave Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 11/14/96 By /s/ Mark Vance
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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.
Exhibit 1.1
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EXHBIT 1.1
(logo)BDO BDO Seidman, LLP 1200 Smith Street, Suite 3600
Accountants and Consultants Houston, Texas 77002-4501
Telephone (713)659-6551
Fax (713)659-3238
November 14, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C.
Gentlemen:
This letter is written in response to the requirements of Rule 12b-25(c)
under the Securities Exchange Act of 1934 and in satisfaction of item (c)
of Part II of Form 12b-25.
We are independent auditors of Polish Telephones and Microwave Corporation
(the "Registrant"). The Registrant has stated in Part III of its filing on
Form 12b-25 that it is unable to timely file, without unreasonable effort or
expense, its Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1996 because our Firm has not yet completed our general review
of the consolidated financial statements of the Registrant for the quarter
and year-to-date ended September 30, 1996.
We are unable to complete our general review of the Registrant's consolidated
financial statements for a timely filing because we are newly appointed
independent accountants for the Registrant as indicated in its Form 8-K dated
October 28, 1996. We are still gathering information to enable us to complete
our general review of the consolidated financial statements of the Registrant
for the quarter and year-to-date ended September 30, 1996.
Very truly yours,
/s/BDO Seidman, LLP
BDO Seidman, LLP
