CLASSNOTES TRUST 1997-1
NT 10-K, 2000-03-30
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                                               Commission File Number: 333-18877
                                                                   and 333-47757

                           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:      DECEMBER 31, 1999
                           --------------------------

|_|   Transition Report on Form 10-K      |_|   Transition Report on From 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    CLASSNOTES, INC.
                           --------------------------
Former name if applicable



707 THIRD STREET
Address of principal executive office (STREET AND NUMBER)

WEST SACRAMENTO, CALIFORNIA  95605
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
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;

|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.

<PAGE>
                                    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 thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

     BECAUSE OF A CURRENT CONVERSION IN THE OPERATIONAL AND COMPUTER SYSTEMS
USED BY THE REGISTRANT IN PROCESSING INFORMATION NECESSARY TO BE DISCLOSED IN
THE SUBJECT REPORT REQUIRED TO BE FILED PURSUANT TO THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED, THE REGISTRANT IS UNABLE TO FILE THE SUBJECT REPORT WITHOUT
UNREASONABLE EFFORT AND EXPENSE ON THE PRESCRIBED DUE DATE. SPECIFICALLY, THE
REGISTRANT HAS EXPENDED EXTENSIVE TIME AND RESOURCES TO IMPROVE ITS REPORTING
SYSTEMS TO THE CERTIFICATEHOLDERS AND NOTEHOLDERS OF ITS VARIOUS SECURITIZATIONS
TO WHICH IT IS REQUIRED TO FILE FORM 10-KS. HOWEVER, THE PROCESS OF CONVERTING
AND AUDITING THE INFORMATION TO THIS NEW SYSTEM IS STILL IN PROCESS AND WILL NOT
BE COMPLETED UNTIL AFTER THE REQUIRED DUE DATE FOR THE FILING OF THE FORM 10-KS.

                                     PART IV
                                OTHER INFORMATION

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

  BRUCE HURWITZ               (916) 617-2699
- -------------------------------------------------------------------------
    (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 reports(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.

                                CLASSNOTES, INC.
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date  MARCH 30, 2000                   By:  /s/ Arthur Q. Lyon
      ------------------------------       ----------------------------------
                                          Name:  Arthur Q. Lyon
                                          Title: Chief Financial Officer
                                                 The Money Store Inc.


          INSTRUCTION. The form may be signed by an executive officer of the
     registrant or by any other duly authorized representative. The name and
     title of the person signing the form shall be typed or printed beneath the
     signature. If the statement is signed on behalf of the registrant by an
     authorized representative (other than an executive officer), evidence of
     the representative's authority to sign on behalf of the registrant shall be
     filed with the form.

                                    ATTENTION

     Intentional misstatements or omissions of fact constitute Federal criminal
violations (SEE 18 U.S.C. 1001).

<PAGE>




                              GENERAL INSTRUCTIONS

     (1) This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.

     (2) One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.

     (3) A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.

     (4) Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.

     (5) ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Registration S-T or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T.




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