UNITED STATES
SECURITIES AND EXCHANGE COMMISSION SEC File Number 1-14815
Washington, D.C. 20549 Cusip Number
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:
[ x ] 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 the 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
Zstar Enterprises, Inc.
Full Name of Registrant
Former Name if Applicable
Suite 3000, 595 Burrard Street
Address of Principal Executive Office
(STREET AND NUMBER)
Vancouver, B.C. V7X 1L4, Canada
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 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;
x (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, 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 12b-
25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reason why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach Extra Sheets if Needed)
The Registrant was unable to file its Form 10-KSB for the year ended
February 29, 2000 by May 29, 2000 because of the need to obtain and compile
additional financial information necessary to complete an accurate filing.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Phil Kempisty 212 406-7272
(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 reports been
filed? If 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.
________________________________________________________________________
Zstar Enterprises, 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 May 30, 2000 By /s/ Eric White
Eric White, President
