U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
COMMISSION FILE NUMBER 0-30401
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
For Period Ended: MARCH 31, 2002
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For Transition Period Ended:
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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:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant: U.S. REALTEL, INC.
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Former Name if Applicable:
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Address of Principal Executive Office
(Street and Number): 15 PIEDMONT CENTER, SUITE 100
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City, State and Zip Code: ATLANTA, GEORGIA 30305
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PART II - RULE 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, 10-KSB, 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the 15th
[X] 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
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State below in reasonable detail the reasons why the Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or portion thereof could not be filed within the
prescribed time period.
SEE ATTACHMENT HERETO
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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:
EDGARDO VARGAS (404) 869-2500
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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 the 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.
U.S. REALTEL, INC.
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(Name of Registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 14, 2002
By: /s/ PERRY H. RUDA
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Perry H. Ruda
President
ATTACHMENT TO FORM 12B-25
FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
PART III - NARRATIVE
The Registrant is unable to file its Quarterly Report on Form 10-QSB
for the quarter ended March 31, 2002 because the Registrant is experiencing
delays in the collection and compilation of certain financial information
required to be included in the Form 10-QSB. The Form 10-QSB will be filed as
soon as reasonably practicable and in no event later than the fifth calendar day
following the prescribed due date.
PART IV - OTHER INFORMATION
In February 2002, the Registrant completed the acquisition of Cypress
Communications, Inc. through a tender offer and short form merger. The
transaction will be accounted for by the purchase method of accounting. During
the upcoming year, Cypress Communications will be considered the predecessor,
and therefore, future reporting will include prior year financial statements for
Cypress as well as US RealTel.
In March 2002, the Registrant decided to discontinue its Telecom Rights
operations in Latin America. For the year ended December 31, 2001, approximately
90% of the Registrant's revenues were from its Latin American operations.
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