UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 000-28793
(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: December 31, 2006
|_| 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: TELIPHONE CORP
Former Name if Applicable: _____________________________________________________
Address of Principal Executive Office (Street and Number): 4150 Ste-Catherine
Street West,
City, State and Zip Code: Westmount (Montreal), Quebec, Canada, H3Z 0A1
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 accountants 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.)
Registrant has been unable to complete its Form 10-QSB for the quarter
ended December 31, 2006, within the prescribed time because of delays in
completing the preparation of its financial statements and its management
discussion and analysis. Such delays are primarily due to Registrant's
management's dedication of such management's time to business matters and in
pending transactions. This has taken a significant amount of management's time
away from the preparation of the Form 10-QSB and delayed the preparation of the
unaudited financial statements for the quarter ended December 31, 2006.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Joseph I. Emas (305) 531-1174
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(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.
TELIPHONE CORP.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: February 13, 2007 /s/ George Metrakos
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George Metrakos
CEO and Chairman