AMERTRANZ WORLDWIDE HOLDING CORP
NT 10-K, 1997-09-29
ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                               Commission File Number: 001-14474

                           NOTIFICATION OF LATE FILING

(Check One):      [X] Form 10-K  [ ] Form 11-K  [ ] Form 20-F  [ ] Form 10-Q
                  [ ] Form N-SAR
                  For Period Ended:   June 30, 1997

                  [ ] 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
                  the 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: Amertranz Worldwide Holding Corp.

         Former name if applicable _____________________________________________

         2001 Marcus Avenue
         Address of principal executive office (Street and number)

         Lake Success, New York 11042
         City, State and Zip Code

                        Part II. RULE 12b-25 (b) and (c)

                  If the subject report could not be filed without  unreasonable
effort or expenses and the registrant seeks relief pursuant to Rule 12b-25,  the
following should be completed. (Check appropriate box).

         [X]      (a)      The reasons described in  reasonable  detail  in Part
                           III  of  this  form  could not be  eliminated without
                           unreasonable effort or expense;



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         [X]      (b)      The  subject  annual  report,   semi-annual   report,
                           transition  report on Form 10-K,  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, 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 Form 10-K,
                  11-K, 20-F, 10-Q, N-SAR or the transition report portion could
                  not be filed within the prescribed time period.
                  (Attached extra sheets if needed.)

On June 23, 1997, the registrant  closed one of its operating  subsidiaries  and
transferred  the  operations of that  subsidiary to another of the  registrant's
subsidiaries. In connection with this action, the registrant is required to make
numerous  adjustments  with  respect  to  its  financial  statements  and  other
information  set forth in its Annual  Report for the fiscal  year ended June 30,
1997.  The  registrant  has not  completed  all work in  connection  with  these
adjustments.

                           Part IV. OTHER INFORMATION

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

  Stuart Hettleman                       516               326-9000
  (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 operation from the  corresponding  period for the last 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  applicable,  state the reason why a
reasonable estimate of the results cannot be made.

AMERTRANZ  WORLDWIDE  HOLDING CORP. has caused this notification to be signed on
its behalf by the undersigned thereunto duly authorized.

Date: September 29, 1997                      By:      /s/ Stuart Hettleman
                                                       --------------------
                                                       Stuart Hettleman
                                                       President
C70277.198

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