IAMG HOLDINGS INC
NT 10-Q, 2000-12-14
BLANK CHECKS
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                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                             FORM 12b-25

                     NOTIFICATION OF LATE FILING

(Check one)

[ ] Form 10-K and Form 10-KSB Form 20-F [ ] Form 11-K [X] Form 10-Q and
    Form 10-QSB [ ] Form N-SAR

           For Period Ended OCTOBER 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:
                                           --------------------

Read Instructions (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

Full Name of Registrant:       IAMG HOLDINGS, INC.
                         -----------------------------------------------

Former Name of Registrant:
                          ----------------------------------------------

Address of Principal Executive Office (Street and Number):

1400 BROADWAY, NEW YORK, NEW YORK  10018
------------------------------------------------------------------------
<PAGE>

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-25b, 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 expenses;

   (b)     The subject annual report, semi-annual report, transition report on
           Forms 10-K, 10-KSB, 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 or transition
           report on Forms 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  reasons  why the Forms  10-K,  10-KSB,
20-F, 11-K,  10-Q,10-QSB,  N-SAR, or the transition report or portion thereof,
could not be filed within the  prescribed  time period.  (Attach  Extra Sheets
if Needed)

      The Company has not been able to finalize the financial statements for the
Company's Quarterly Report on Form 10-Q by December 14, 2000, the required
filing date, without unreasonable effort.

PART IV--OTHER INFORMATION

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

     JAHN AVARELLO                            (212)             827-0301
--------------------------------           -------------------------------------
      (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.
<PAGE>

                               IAMG HOLDINGS, INC.
                  --------------------------------------------
                  (Name of Registrant as Specified In Charter)

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

Dated: December 14, 2000           IAMG HOLDINGS, INC.


                               By: /s/ JAHN AVARELLO
                                   -------------------------------------------
                                   Jahn Avarello, President, Chief Executive
                                   Officer and Chairman of the Board

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

      Intention   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 (17 CFR 240.12b-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, D.C. 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 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 amendment notification.


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