KEO INTERNATIONAL
NT 10-Q, 2000-11-15
MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                           Notification of Late Filing

                                                  Commission File Number 0-31137
                                                                         -------

(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 September 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:

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                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant Keo International Inc.
                        --------------------------------------------------------

Former name if applicable
                         -------------------------------------------------------

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Address of principal executive office
(Street and Number) 630 Third Avenue, 5th Floor
                    ------------------------------------------------------------

City, State and Zip Code New York, New York 1017
                         -------------------------------------------------------


<PAGE>



                                     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 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
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

     |_| (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 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 management was unable to complete the financial statements to
be included in the report and was unable to furnish them to the registrant's
reviewing accountant in sufficient time to complete preparation of the report by
its due date.

                                     PART IV
                                OTHER INFORMATION

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

Adam S. Gottbetter, Esq.                            (212)         983-6900
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                                                 (Area Code)  (Telephone Number)

     (2) Have all other periodic reports required under Section 13 or 15(d) or
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? |X|
Yes |_| No

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



<PAGE>




The registrant has recently commenced operations, and, as a result, the results
of operations for the period ended September 30, 2000 will likely be
significantly different from the same period for the prior fiscal year, but, as
yet, management is unable to determine the size of such difference since
financial statements are not yet completed for this period.


                             KEO INTERNATIONAL 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: November 14, 2000                     By: /s/ RALPH BROWN
                                               ---------------------------------
                                                     Ralph Brown, President








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