INTEGRATED TRANSPORTATION NETWORK GROUP INC
NT 10-K, 2000-03-31
AUTO RENTAL & LEASING (NO DRIVERS)
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                                     UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

(Check One):[X]  Form 10-K [] Form 20-F  [] Form 11-K [] Form 10-Q [] Form N-SAR

For Period Ended:         December 31, 1999
                  -------------------------------------------------------------
           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 Instruction (on back page) 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

          Integrated Transportation Network Group Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant


- --------------------------------------------------------------------------------
Former Name if Applicable
28050

          575 Lexington Avenue, Suite #410
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

- --------------------------------------------------------------------------------

          New York, NY  10022
- --------------------------------------------------------------------------------
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)

         (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, 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 of
              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
              12-b-25(c) has been attached if applicable.

                              PART III -- NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

                                SEE ATTACHMENT A


<PAGE>



                          PART IV -- OTHER INFORMATION

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

          Willy W. Wu                             212            572-9612
         -----------------------------------------------------------------------
         (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 No or for such shorter  period that
     the registrant was required to file such report(s) been filed? If answer is
     no, identify report(s)
                                                        Yes          No

                                                    -----------  -----------
                                                                     X
                                                    -----------  -----------

     The Company's  Annual Report on 10-KSB for the year ended December 31, 1998
     and  Quarterly  Reports  on Form 10-Q for the  quarters  ended  June 30 and
     September  30,  1999 have not yet been filed for the reasons  described  in
     PART III.


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 No* the subject  report or portion
     thereof?


     *Because of the Company's difficulty in obtaining certain  information,  as
     described in Part III above,  the Company cannot  determine  whether or not
     there has been a  significant  change in  results  of  operations  from the
     corresponding period for the last fiscal year.

                                                       Yes          No
                                                    -----------  -----------
                                                                     X
                                                    -----------  -----------


     If so, attach an explanation of the anticipated  change,  both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of results cannot be made.




- -------------------------------------------------------------------------------

                  Integrated Transportation Network Group Inc.
 ------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.














Date: March 31, 2000                 By: /s/ Zhijian Wu
                                        ---------------------------------------
                                          Name:  Zhijian Wu
                                          Title:  Chairman of the Board





Date: March 31, 2000                  By: /s/ Andrew Lee
                                        ---------------------------------------
                                          Name:  Andrew Lee
                                          Title:  President





<PAGE>



                                  ATTACHMENT A

                              PART III - NARRATIVE


The  Company's  business  consists  entirely  of the  business  of its 92% owned
subsidiary,  Shenzhen Jinzhenghua  Transportation  Industrial  Development Co.,
Ltd., whose  operations are located entirely in the People's  Republic of China.
Despite the Company's  efforts,  the Company is unable to file its Annual Report
on Form 10-K for the period ended December 31, 1999 within the  prescribed  time
period because the Company is having difficulty  obtaining  certain  information
located in the People's Republic of China that is necessary to the completion of
the Form 10-K.  The  Company  intends to file its annual  Report on Form 10-K as
soon as practicable after it obtains the necessary information.



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