U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
_______________
|SEC FILE NUMBER|
| 0-22299 |
|_______________|
NOTIFICATION OF LATE FILING
_______________
| CUSIP NUMBER |
|_______________|
(CHECK ONE)
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ]
Form 11-K [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 2000
[ ] 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: __________________________
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: Saxton Incorporated
Former Name if Applicable: Not Applicable
5440 W. SAHARA AVENUE, THIRD FLOOR
__________________________________________________________________________
Address of Principal Executive Office (STREET AND NUMBER):
LAS VEGAS, NEVADA 89102
__________________________________________________________________________
City, State and Zip Code
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, 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.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report
or portion thereof could not be filed within the prescribed period.
The Company has been delayed in filing its Form 10-Q for the
quarter ended March 31, 2000 because its financial statements for such
period have not yet been completed pending the resolution of certain
issues.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
JAMES C. SAXTON (702) 221-1111
_________________________________________________________________________
(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).
[ ] Yes [X] No
The Company is in the process of filing its Form 10-K for the year
ended December 31, 1999.
(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.
SAXTON INCORPORATED
___________________________________________
(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 12, 2000 By: /S/ JAMES C. SAXTON
_______________________ _____________________________
James C. Saxton
President
