TEL COM WIRELESS CABLE TV CORP
NT 10-Q/A, 1998-11-17
CABLE & OTHER PAY TELEVISION SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 TO
                                   FORM 12B-25
                           NOTIFICATION OF LATE FILING


        COMMISSION FILE NUMBER:    0-25896



(Check one)
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q and
Form 10-QSB [ ] Form N-SAR

               For Period Ended:  SEPTEMBER 30, 1998

               [  ] Transition Report on Form 10-K and Form 10-KSB

               [  ] Transition Report on Form 20-F

               [  ] Transition Report on Form 11-K

               [  ] Transition Report on Form 10-Q and Form 10-QSB

               [  ] Transition Report on Form N-SAR

               For 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:



                                     PART I
                             REGISTRANT INFORMATION

        Full Name of Registrant:   TEL-COM WIRELESS CABLE TV CORPORATION

        Former Name if Applicable:

        Address of Principal Executive Office (STREET AND NUMBER):
        3957 N.W. 163RD STREET

        City, State and Zip Code:   NORTH MIAMI BEACH, FLORIDA  33160


<PAGE>

                                     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)

        [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 on Form 10-K, 10-KSB, 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, 10-QSB, 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 Form 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period. (Attach extra sheets if
needed.)

         Financial reporting has been delayed as a result of the Company's
moving its principal offices to the new address noted above.


                                     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.


<PAGE>


                      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:  NOVEMBER 17, 1998             By: /s/ SAMUEL H. SIMKIN
               -----------------                -------------------------------
                                         Name: SAMUEL H. SIMKIN, VICE 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 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 thereto 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 identified 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 or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.


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