UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER 000-09474
CUSIP NUMBER
NOTIFICATION OF LATE FILING
(Check One):
Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ X ] Form N-SAR [ ]
For Period Ended: September 30, 2000
[ ] 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 Instruction (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
Potomac Energy Corporation
_____________________________________________________________________________
Full Name of Registrant
Midwestern Resources, Inc.
____________________________________________________________________________
Former Name if Applicable
3168 Bel Air Drive
______________________________________________________________________________
Address of Principal Executive Office (Street and Number)
Las Vegas, Nevada 89109
_____________________________________________________________________________
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 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;
(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 of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth
(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, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.
The Company has recently moved its corporate headquarters from Oklahoma City,
OK to Las Vegas, NV. This process has required an unanticipated amount of
attention from the registrant's executive officers, precluding the filing of
the quarterly report for the period ended September 30, 2000 without the
benefit of a five day extension.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Fred W. Young 702 792-8404
________________ __________ ________________
(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 answer is no,
identify report(s). Yes [X] 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 [ ] No [X]
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.
Potomac Energy Corporation has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
/s/ Fred W. Young
Date: November 13, 2000 By________________________________________
Fred W. Young
President, Chief Executive Officer,
Treasurer and Director
