WALNUT VALLEY VENTURES INC
NTN 10Q, 2000-05-19
BLANK CHECKS
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 12b-25

                           Notification of Late Filing

                                              Commission File Number:  000-29153

|  | 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 the period ended March 31, 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 ____________

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 notification relates:

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

                                     PART I

                             REGISTRANT INFORMATION

Full name of registrant:    Walnut Valley Ventures, Inc.

Former name if applicable:

Address of principal
executive office:          5505 N. Indian Trail

City, State and Zip Code:  Tucson, Arizona 85750





                                     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 appropriate box.)

         |X| (a) The reasons  described in 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 of Forms 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

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         |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 Forms 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's quarterly report on Form 10-QSB could not be filed
within the prescribed time period because the financial statements required to
be reviewed by the Registrant's independent auditor have not been completed.





                                     PART IV

                                OTHER INFORMATION

         (1) Name and telephone number of person to contact in regard to this
notification:
                  Daniel Hodges                     (520)              577-1516
                  -----------                ---------------------------------
                  (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).

                                                              | 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.

         Explanation:
         -----------


                  N/A





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                          Walnut Valley Ventures, 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     May 16, 2000                      By /s/    Daniel L. Hodges
                                                     ------------------
                                                     Daniel L. Hodges

                                                President


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