FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X]Form 10-K and Form 10-KSB [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q and
Form 10-QSB [ ]Form N-SAR
For Period Ended: DECEMBER 31, 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 the 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.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
NOT APPLICABLE
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Part I - Registrant Information
Full Name of Registrant: WIRELESS CABLE & COMMUNICATIONS, INC.
Former Name if Applicable
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Address of Principal Executive Office (Street and Number):
102 WEST 500 SOUTH, SUITE 320
City, State and Zip Code:
SALT LAKE CITY, UTAH 84101
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Part II - Rules 12b-25(b) and (c)
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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 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.
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Part III - Narrative Response
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State below in reasonable detail the reasons why Form 10-K and 10-KSB, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof could not be
filed within the prescribed period.
SEE ATTACHED SHEET.
(Attach Extra Sheets if Needed)
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard to
this notification
SCOTT R. CARPENTER, ESQ. (801) 532-1234
(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.
WIRELESS CABLE & COMMUNICATIONS, INC.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated March 31, 1998 By: /S/ Anthony Sansone
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Anthony Sansone, Secretary and Treasurer
ATTACHMENT
Part III Narrative Response
Registrant's business operations consist primarily of its interest in
wireless telecommunications rights in countries outside of the United States.
The Company's principal business asset, and only operating system, is located in
the Republic of Venezuela. The Company only recently acquired its interest in
that system.
When the Company's auditors, Deloitte & Touche, LLP, began the audit of
the Registrant's financial statements relating to its Venezuelan operations,
they discovered that the prior management of those operations had not maintained
its financial books and records in accordance with generally accepted accounting
principles. As a result, the Company was required to restate the books and
records of the Venezuelan operation for the past 3 years in order for Deloitte &
Touche to complete its audit. This process has been time consuming and, despite
Deloitte & Touche's diligence, the audit of the Company's financial statement
has not yet been completed and could not be completed before the due date of
Registrant's annual report on Form 10-KSB without unreasonable effort or
expense. Registrant believes, however, that Deloitte & Touche's audit of
Registrant's financial statements will be completed no later than th 15th
calendar day following the date of this notification, and that Registrant will
be able to timely file its annual report on Form 10-KSB within such period.