PREFERRED TELECOM INC
NT 10-Q, 1996-08-15
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
                                          
                                  (Check One):

[ ] Form 10-KSB [ ] Form 20-F [ ] Form  11-K [X] Form 10-QSB [ ] Form N-SAR 
                         For Period Ended: June 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:52047.1  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  has  recently  filed its Form  10-KSB for the fiscal year ended
March 31, 1996 and is unable to file its Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1996 ("Form 10-QSB") on August 14, 1996.





Part IV--Other Information


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

Mary Merritt, Vice President-Finance      (214)                   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:52047.1  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:  August 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:52047.1  26287-00001

<PAGE>


                                  ATTACHMENT IV


During the period ending June 30, 1995, the Company was still in the development
stage and had no sales as compared  with revenues for the period ending June 30,
1996 of $209,414.  The Company did not begin  enrolling  customers until August,
1995.  Accordingly,  Cost of Sales for the period ending June 30, 1995 was $0.00
compared with Cost of Sales for the period ending June 30, 1996 of $290,125.  Of
this  amount,  $60,000  is  attributed  to  contractual  minimums  for  platform
services, very little of which represents services.

CORPDAL:52047.1  26287-00001

<PAGE>




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