PREFERRED TELECOM INC
NT 10-Q, 1996-11-15
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING


                                 SEC FILE NUMBER
                                    33-92894
        


                                  CUSIP NUMBER
                                   740366 10 9



                    [ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K
                    [X] Form 10-QSB [ ] Form N-SAR For Period
                        Ended: September 30, 1996



                  [ ] 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:



                  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--REGISTRATION INFORMATION


         Full Name of Registrant:  Preferred/telecom, Inc.

         Former Name if Applicable:  N/A

         Address of Principal Executive Office (Street and Number)

                                      12655 N. Central Expressway, Suite 800
                                                Dallas, Texas 75243
                                            (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)

[X](a)The reasons  described in reasonable detail in Part III of this form could
     not be eliminated without unreasonable effort or expense;


CORPDAL:57957.2  26287-00001

<PAGE>



[X](b)The subject annual report,  semi-annual report,  transition report on Form
10-K,  20-F,  11-K, 10-Q or 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

[ ](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 annual  report,  quarterly
report,  transition  report on Form 10-K,  20-F,  11-K, 10-Q or N-SAR or portion
thereof could not be filed within the prescribed period.

The  registrant  is unable to file its  Quarterly  Report on Form 10-QSB for the
quarter  ended  September  30, 1996 ("Form  10-QSB") on November 14,  1996.  The
registrant is in the process of raising  additional  funds, the success of which
will bear in a material respect on registrant's liquidity and capital resources,
and accordingly,  will materially affect the presentation of certain information
in the Form 10-QSB.





PART IV--OTHER INFORMATION


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

     Mary Merritt, Vice President-Finance          (972)           458-9950
                 (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?

                       [X]  Yes    [ ]  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.

                               See Attachment IV.


                 [The Rest of this Page is Intentionally Blank]

CORPDAL:57957.2  26287-00001

<PAGE>



                             Preferred/telecom, 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: November 14, 1996                By:/s/ Mary Merritt
                                          ----------------
                                          Mary Merritt, Vice President-Finance

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 field with the form.


                                    ATTENTION

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




CORPDAL:57957.2  26287-00001

<PAGE>


                                  ATTACHMENT IV


DURING THE PERIOD  ENDING  SEPTEMBER  30,  1995,  THE  COMPANY  WAS STILL IN THE
DEVELOPMENT  STAGE AND HAD SALES OF $14,450 AS COMPARED  WITH  REVENUES  FOR THE
PERIOD  ENDING  SEPTEMBER  30,  1996 OF  $478,910.  THE  COMPANY  DID NOT  BEGIN
ENROLLING  CUSTOMERS  UNTIL  AUGUST,  1995.  ACCORDINGLY,  COST OF SALES FOR THE
PERIOD ENDING SEPTEMBER 30, 1995 WAS $93,851 COMPARED WITH COST OF SALES FOR THE
PERIOD ENDING SEPTEMBER 30, 1996 OF $583,896.  TOTAL COSTS AND EXPENSES,  SALES,
MARKETING,  ADMINISTRATIVE  AND INTEREST EXPENSE FOR THE PERIOD ENDING SEPTEMBER
30, 1995 WERE $848,816 AND $1,457,384 FOR THE PERIOD ENDING  SEPTEMBER 30, 1996.
NET LOSS FOR THE PERIOD ENDING  SEPTEMBER  30, 1995 WAS $928,217 AND  $1,562,370
FOR THE PERIOD ENDING SEPTEMBER 30, 1996.

CORPDAL:57957.2  26287-00001



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