-------------------- UNITED STATES | OMB APPROVAL | SECURITIES AND EXCHANGE COMMISSION -------------------- Washington, D.C. 20549 | OMB Number: | | 3235-0058 | FORM 12b-25 | Expires: | | May 31, 1997 | NOTIFICATION OF LATE FILING | Estimated | | average burden | | hours per | (Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K | response....2.50 | [X] Form 10-Q [_] Form N-SAR -------------------- -------------------- For Period Ended: MARCH 31, 1998 | SEC FILE NUMBER | ------------------------------------ | 0-23228 | [_] Transition Report on Form 10-K -------------------- [_] Transition Report on Form 20-F -------------------- [_] Transition Report on Form 11-K | CUSIP NUMBER | [_] Transition Report on Form 10-Q | 735907107 | [_] Transition Report on Form N-SAR -------------------- For the Transition Period Ended: ------------------------------------------- ================================================================================ 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: - -------------------------------------------------------------------------------- PART I--REGISTRANT INFORMATION - -------------------------------------------------------------------------------- Full Name of Registrant PORTACOM WIRELESS, INC. - -------------------------------------------------------------------------------- Former Name if Applicable - -------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) 10061 TALBERT AVE., SUITE #200 - -------------------------------------------------------------------------------- City, State and Zip Code FOUNTAIN VALLEY, CA 92708 - -------------------------------------------------------------------------------- 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, 11-K or Form N-SAR, or portion thereof, [X] | will 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 Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. The Form 10-Q cannot be filed within the required time period because the Company, which presently employs only one person, was not, without expending unreasonable effort and without incurring unreasonable expense, able to complete the preparation of the Form 10-Q by May 15, 1998 due to the press of matters directly related to the Company's pending case in the United States Bankruptcy Court, District of Delaware (the "Bankruptcy Court"), including the preparation of mandatory operating reports that were due to be filed by May 15, 1998 with the Department of Justice, Office of the United States Trustee, the Bankruptcy Court, and certain other interested parties. (ATTACH EXTRA SHEETS IF NEEDED) SEC 1344 (6/94) PART IV--OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification MICHAEL A. RICHARD 714 593-3234 ------------------------------------ ----------- ------------------------- (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. - -------------------------------------------------------------------------------- PORTACOM WIRELESS INC. ---------------------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date MAY 15, 1998 By /s/ MICHAEL A. RICHARD ---------------------------------- -------------------------------------- MICHAEL A. RICHARD 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). | - -------------------------------------------------------------------------------- For the quarter ended March 31, 1998, the Company expects to report a net loss of $566,674 which is down $767,803 from the net loss of $1,334,477 reported for the quarter ended March 31, 1997. Expressed in terms of loss per share of common stock, results from operations for the quarter ended March 31, 1998 as compared with those for the quarter ended March 31, 1997 were ($0.05) per share and ($0.10) per share, respectively.