TEL COM WIRELESS CABLE TV CORP
NT 10-Q, 1997-08-15
CABLE & OTHER PAY TELEVISION SERVICES
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                                 UNITED STATES             
                       SECURITIES AND EXCHANGE COMMISSION  
                             WASHINGTON, D.C. 20549        
                                                           

                                  FORM 12b-25
                          NOTIFICATION OF LATE FILING

CHECK ONE [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] 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 Transition Period Ended: _________________

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   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:

- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
          Tel-Com Wireless Cable TV Corporation
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Full Name of Registrant

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Former Name if Applicable
          1506 N.E. 162nd Street
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Address of Principal Executive Office (STREET AND NUMBER)
          North Miami Beach, Florida 33162
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City, State and Zip Code

PART II - RULES 12(b)-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) [/symbol/ 23,047],
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-L 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 (/symbol/ 72,435), effective April 12, 1989, 54 F.R. 10306.]

     (c) The accountant's statement or other exhibit required by Rule 12-b25(c)
         has been attached if applicable.

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 prescribe period. [Amended in Release No.
34-26589 (/symbol/ 72,439), effective August 13, 1992, 57 FR 36442.]

Financial reporting has been delayed as a result of a change in management and
in the Board of Directors of the Company in connection with the restructuring of
certain debt owed by the Company as more fully described in the Company's
Amendment No. 3 to its Current Report on Form 8-K dated June 3, 1997.

<PAGE>

PART IV - OTHER INFORMATION

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

    SAMUEL H. SIMKIN               305             947-3010
    --------------------------  ----------- --------------------------
            (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 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:

                                                            [ ] 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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                     TEL-COM WIRELESS CABLE TV CORPORATION
          ------------------------------------------------------------
                  (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/ MELVIN ROSEN 
     ------------------------------       -------------------------------------
                                                Melvin Rosen, President

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.

                                   ATTENTION
- --------------------------------------------------------------------------------
   INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
                        VIOLATIONS (SEE 18 U.S.C. 1001).
- --------------------------------------------------------------------------------

                              GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17CFR 240, 12b-25) of the General Rules
   and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments
   therto must be completed and filed with the Securities and Exchange
   Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
   General Rules and Regulations under the Act. The information contained in or
   filed with the Form will be made a matter of the public record in the
   Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed with
   each national securities exchange on which any class of securities of the
   registrant is registered.

4. Amendments to the notifications must also be filed on Form 12b-25 but need
   not restate information that has been correctly furnished. The form shall be
   clearly indentified as an amended notification.

5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to
   timely file a report solely due to electronic difficulties. Filers unable to
   submit a report within the time period prescribed due to difficulties in
   electronic filing should comply with either Rule 201 or Rule 202 of
   Regulation S-T (/symbol/ 232.201 or /symbol/ 232.202 of this chapter) or
   apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
   S-T (/symbol 232.13(b)) of this chapter). [Added in Release No. 34-31905
   (/symbol/ 85.111), effective April 26, 1993, 58 FR 14628; and Release No.
   34-35113 (/symbol/ 85.475), effective January 30, 1995, 59 F.R. 67752].


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