SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 000-22785
(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: June 30, 2000
[ ] 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 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: Not applicable
PART I
REGISTRANT INFORMATION
Full Name of Registrant: American Career Centers, Inc.
Former Name if Applicable:
_____________________________________________________________________________
Address of Principal Executive Office (Street and Number):
2490 South 300 West
South Salt Lake City, Utah 84115
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)
[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
[X] (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, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period. (Attach extra sheets
if needed).
The Registrant is unable to file its quarterly Form 10-QSB within the
prescribed time because it has recently made a change of legal counsel with
respect to its securities matters, and such counsel requires further due
diligence to complete appropriate SEC disclosure. The Registrant and its
legal counsel need more time to complete this process. If the Registrant
were not to receive an extension of time to file this quarterly report it
would cause it to be subjected to unreasonable effort and expense. A copy
of a letter from our legal counsel is attached to this Form pursuant to
Section 12b-25(c).
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification:
Kenneth S. August, Esq. (949) 553-5000
(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 other 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.
American Career Centers, 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 7/13/00 By: /s/
Thomas D. Keene
Principal Financial and Accounting Officer
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).
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 Regulation S-T or apply for an adjustment in filing date pursuant
to Rule 13(b) of Regulation S-T.
FELDHAKE, AUGUST & ROQUEMORE LLP
ATTORNEYS AT LAW
NEWPORT BEACH OFFICE
NEWPORT GATEWAY - TOWER 2
19900 MACARTHUR BLVD., SUITE 850
NEWPORT BEACH, CALIFORNIA 92612
TELEPHONE (949) 553-5000
FACSIMILE (949) 553-5098
SAN DIEGO OFFICE
KOLL CENTER, SUITE 750
501 WEST BROADWAY
SAN DIEGO, CALIFORNIA 92101
TELEPHONE (619) 696-6788
FACSIMILE (619) 696-8685
RESPOND TO NEWPORT BEACH OFFICE
August 11, 2000
By Telecopier and Certified Mail
Mr. Thomas D. Keene
Principal Financial and Accounting Officer,
American Career Centers, Inc.
2490 South 300 West
South Salt Lake City, Utah 84115
Re: American Career Centers, Inc. - Filing of Quarterly Report on
Form 10-QSB
Dear Mr. Keene:
As you are aware, we have recently been engaged by American Career
Centers, Inc. (the "Company") to assist you in the preparation of certain
filings with the Securities and Exchange Commission, including the above
referenced Form 10-QSB for the period ended June 30, 2000. We have
examined a substantial amount of documentation in connection with our review,
including speaking at length with management and representatives of the
Company, and reviewing audit information prepared by your independent
auditors.
As we are still in the process of familiarizing ourselves with the Company's
history and developments, we recommend that you do not file your quarterly
report on Form 10-QSB until further review by us is completed and all parties
agree that such filing will be proper and correct in all respects. We have
discussed with you the advisability of filing a Notification of Late Filing
on Form 12b-25, and you may attach this letter thereto pursuant to Rule
12b-25(c). This Notification should be filed because we believe it would
subject the Company and its professional advisors to unreasonable effort and
expense not to request the extension for time to file. We remind you that
with this extension, the Form 10-QSB will still need to be filed not later
than five (5) calendar days from the date such Form was originally due,
or August 19, 2000.
Very truly yours,
/s/
Kenneth S. August
