CAMBRIDGE HOLDINGS LTD
NT 10-K, 2000-09-28
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                                     UNITED STATES
                          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: 6-30-2000
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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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  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.
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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

Cambridge Holdings, Ltd.
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Full Name of Registrant

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Former Name if Applicable

7315 East Peakview Ave.
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Address of Principal Executive Office (Street and Number)

Englewood, CO 80111
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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;

       (b)  The subject annual report, semi-annual report, transition report

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            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 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

The registrant's annual report Form 10-KSB for the year ended June 30, 2000
could not be filed within the prescribed time period because a change in audit
firms caused delays in obtaining documents. This could not be accomplished
within the prescribed time period without unreasonable effort or expense.

                                               (ATTACH EXTRA SHEETS IF NEEDED)
                                                               SEC 1344 (6/94)


PART IV -- OTHER INFORMATION

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

                 Julie Kurtz                 970               926-2830
    ---------------------------------- ----------------- ----------------------
                    (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). /X/ Yes / / No

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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

The registrant anticipates reporting a loss of approximately $499,000 for the
year ended June 30, 2000, as compared to a loss of approximately $182,000 for
the year ended June 30, 1999. The increase in the loss is a result of the
registrant recording an impairment allowance against the notes receivable,
related parties.
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                            Cambridge Holdings, Ltd.
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                 (Name of Registrant as Specified in Charter)

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

    Date   9-28-2000                               By   Gregory Pusey
        ---------------------------------------    ----------------------------
                                                        President

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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 O-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 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 (Section 232.201 or Section 232.202 of this chapter) or apply
   for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
   (Section 232.13(b) of this chapter).


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