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U.S. 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: March 31, 1998
[ ] 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:
_________________________
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the
notification relates: N/A
Part 1 - Registrant Information
Full Name of Registrant:
American Industries, Ltd.
Address of Principal Executive Office:
Bank of America Center
101 Convention Center Drive
Suite 1212
Las Vegas, Nevada 89109
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; [X]
(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 or transition report on Form 10-
Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date;[X]; and
(c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if applicable.
[X]
Part III - Narrative
Comment letter from Registrant's attorney, Burton M. Bentley, to
SEC assistant Director dated May 14, 1998, respecting 1996 Form 10-K
prevents the current filing due to unsettled SEC comments to 1996
Form 10-K and financial statements therein.
Part IV - Other Information
(1) Name and telephone number of person to contact in
regard to this notification:
Burton M. Bentley, Esq.
7878 N. 16th Street, #110
Phoenix, Arizona 85020-4449
(602) 861-3055
(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. N/A
AMERICAN INDUSTRIES, LTD. have caused this
notification to be signed on their behalf by the undersigned
thereunto duly authorized.
Date: June 30, 1998 By /s/ George Balis
George Balis,
President
