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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number: 3235-0058
Expires: May 31, 1997
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-17232
(Check One): -----------------------------
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|X| Form 10-K and Form 10-KSB |_| Form 20-F |_|
Form 11-K |_| Form 10-Q and Form 10-QSB CUSIP NUMBER
|_| Form N-SAR 140448 30 9
For Period Ended: December 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: _____________________________________
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Read Attached Instruction Sheet 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.
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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 -- REGISTRANT INFORMATION
Capital Reserve Corporation
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
#11-1861 Beach Avenue
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Address of Principal Executive Office (Street and Number)
Vancouver, British Columbia V6G 1Z1
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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;
|
|X| | (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, Form 20-F, Form 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; 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 Form 10-K and 10-KSB, 20-F,
11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
The registrant's auditor, Miller and McCollom has not completed its audit
for the fiscal year ended December 31, 1998. See attached letter from
Miller and McCollom dated March 31, 1999.
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
<PAGE>
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Craig A. Stoner 303 777-3737
(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). |_| Yes |X| No
The registrant's Form 10-KSB for the fiscal year ended December 31, 1997,
did not include financial statements meeting the requirements of Regulation S-X
and Section 12(g).
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(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.
The net loss for the year ending December 31, 1998 is expected to be
approximately $43,331, as compared to a net loss of $153,917 for the
previous fiscal year.
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Capital Reserve Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 31, 1999 By /s/GLEN C. LODER
Glen C. Loder, 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.
- ----------------------------------- ATTENTION ----------------------------------
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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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 the 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 amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(ss.232.13(b) of this chapter).
<PAGE>
[Letterhead of Miller and McCollom]
March 31, 1999
Capital Reserve Corporation
1861 Beach Avenue, Suite 11
Vancouver, BC
Gentlemen:
We are unable to complete the audit of the December 31, 1998 consolidated
financial statements of Capital Reserve Corporation for inclusion in the
Company's Form 10KSB by March 31, 1999. We hereby consent to inclusion of this
letter in the Company's From 12b-25 - Notification of Late Filing.
/s/Miller and McCollom
Miller and McCollom, CPA's
