AMERICAN RIVERS OIL CO
NT 10-Q, 1999-08-17
CRUDE PETROLEUM & NATURAL GAS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                                             -----------------------------------
                                                        SEC FILE NUMBER
                                                           0-10006
                                             -----------------------------------
                         (Check One):
                                             -----------------------------------
                                                        CUSIP NUMBER
                                                         029328101
                                             -----------------------------------



[ ] Form  10-K [ ] Form 20-F [ ] Form  11-K [X] Form  10-QSB [ ] Form  N-SAR
          [ ] Form 10-KSB          For Period Ended: June 30, 1999

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                  [  ]     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:  ______________

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     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

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     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--REGISTRATION INFORMATION

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         Full Name of Registrant: American Rivers Oil Company

         Former Name if Applicable: N/A

         Address of Principal Executive Office (Street and Number)

                                                700 East 9th Avenue
                                                     Suite 106
                                                 Denver, CO 80203
                                            (City, State and Zip Code)



<PAGE>



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PART II--RULES 12B-25 (B) AND (C)

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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,  20-F,  11-K,  10-QSB or 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-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.

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PART III--NARRATIVE

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State below in reasonable detail the reasons  why the annual  report,  quarterly
report,  transition  report on Form  10-KSB,  11-K,  10-QSB or N-SAR or  portion
thereof could not be filed within the prescribed period.

         On August 13, 1999, American Rivers Oil Company, a Delaware corporation
("AROC  Delaware")  and an affiliate of American  Rivers Oil Company,  a Wyoming
corporation (the "Company"),  applied for EDGAR Access Codes on Form ID. The SEC
EDGAR Filer  Support  Staff  proceeded  to change the EDGAR Access Codes for the
Company rather than granting new Codes to AROC Delaware. As a result, on Monday,
August 16,  1999,  the Company was unable to file its  Quarterly  Report on Form
10-QSB under its original  Access Codes and an EDGAR  representative  instructed
the Company not to file under the newly-assigned Access Code.

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PART IV--OTHER INFORMATION

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

             Karlton Terry                 (303)                   832-1117
                (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 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 reasons why a
reasonable estimate of the results cannot be made.







<PAGE>



                           American Rivers Oil Company
                  (Name of Registrant as specified in charter)

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

Date: August 17, 1999                   By:  /s/ Karlton Terry
                                            ------------------------------------
                                            Karlton Terry
                                            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 field with the form.

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

                                    ATTENTION

     Intentional  misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).

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<PAGE>


                 ATTACHMENT WITH RESPECT TO PART IV. QUESTION 3.

         The operations of the Company have been substantially reduced since the
comparable quarterly period in 1998 as a result of the sale of substantially all
of its  properties,  as  described in its Form 10-KSB for the fiscal year ending
March 31, 1999.





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