RIO GRANDE INC /DE/
NT 10-Q, 1997-09-15
CRUDE PETROLEUM & NATURAL GAS
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                           NOTIFICATION OF LATE FILING

                                   FORM 12b-25


                                              SEC File Number:          1-8287
                                              CUSIP Number:             76709420

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

                  FOR PERIOD ENDED: YEAR ENDED JANUARY 31, 1998

                         Transition Report on Form 10-K
                         Transition Report on Form 20-F
                         Transition Report on Form 11-K
                       X Transition Report on Form 10-QSB
                         Transition Report Form on N-SAR

                 For the Transition Period Ended: July 31, 1997


                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:



<PAGE>



PART I - REGISTRANT INFORMATION

                                RIO GRANDE, INC.
                         10101 Reunion Place, Suite 210
                          San Antonio, Texas 78216-4156

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).


 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 Form 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 of transition report on Form 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 Form 10-K,  10-KSB,  20-F,
11-K, 10-Q, 10- QSB, -SAR, or the transition  report or portion  thereof,  could
not be filed within the prescribed time period. (Attach Extra Sheets if Needed).

         Rio Grande,  Inc.  (the  "Company")  is not able to file its  Quarterly
Report on Form  10-QSB for the six months  ended July 31,  1997 (the  "Quarterly
Report") within the time period prescribed for such report without  unreasonable
effort  or  expense.  The  Company  has  been  unable  to  timely  conclude  its
compilation  and review of the Quarterly  Report in light of reduced  management
resources  and  recent  operational  matters  that  have  required   substantial
management time and attention. The Company will file the Quarterly Report within
the time prescribed by Rule 12b-25.



                                       -1-

<PAGE>


PART IV - OTHER INFORMATION

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

                                  Gary Scheele
                            (210) 308-8000, Ext. 256

(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) 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  statement  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.

         The Company's  loss from  operations  for the six months ended July 31,
1997 will be  approximately  $769,000 as compared to a $384,000 loss for the six
months ended July 31, 1996.  The loss after accrued  dividends on the redeemable
preferred stock was $1,170,000 for the six months ended July 31, 1997.

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


                                RIO GRANDE, INC.
                  (Name of Registrant as Specified in Charter)

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

Date:    September 15, 1997

By:
Name:    Gary Scheele
Title:   Vice President

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.


                                       -2-

<PAGE>




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