RILEY INVESTMENTS INC
NTN 10Q, 1996-06-19
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                          UNITED STATES
                               SECURITIES AND EXCHANGE COMMISSION
                                    WASHINGTON, D.C.  20549
                                                                  
OMB Number:3235-0058
Expires May 31, 1997                     FORM 12B-25
CUSIP NUMBER                       NOTIFICATION OF LATE FILING      

SEC FILE NUMBER
33-4734-D
Estimated average
burden hours
per response...2.50
                                                                
(Check One):      oForm 10-K     oForm 20-F   oForm 11-K  xForm 10-Q   
         oForm N-SAR
                                                                
                                                                
          For Period ended:APRIL 30, 1996
          [] 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
RILEY INVESTMENTS, INC.

Full Name of Registrant
PACE GROUP INTERNATIONAL, INC.

Former Name if Applicable
1820 NORTH SHORE ROAD

Address of Principal Executive Office (Street and Number)
LAKE OSWEGO, OR 97034

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
x     Form 10-K, 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; of 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, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.

     A CHANGE IN CONTROL OF THE BOARD OF DIRECTORS AND PRINCIPAL OWNERSHIP AFTER
THE END OF THE REGISTRANT'S FISCAL YEAR RESULTED IN UNEXPECTED DELAYS IN
COMPLETING THE NECESSARY REVIEW OF DOCUMENTATION AND THE PREPARATION OF THE
REPORT.

                                                 (ATTACH EXTRA SHEETS IF NEEDED)
                                                                 SEC 1344 (6/93)


PART IV  OTHER INFORMATION

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

   MARK T. WALLER             (503)         635-9309
   (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 reports) been filed?  If answer is no, identify report(s).
                                                           xYes oNo


(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?
                                                                   xYes oNo
   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 CONDUCTED NO
   OPERATIONS DURING THE FISCAL QUARTER ENDED APRIL 30, 1996, SO COMPARISONS TO
   PREVIOUS YEARS IS INAPPROPRIATE.




                          Riley Investments, 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:  JUNE 18, 1996               BY /s/ JAMES R. KRUSE, COUNSEL TO REGISTRANT
                                      
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).


                              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 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 ( Section232.201 or  Section232.202 of this chapter) or apply
  for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T 
  (Section 232.201 or section 232.202 of this chapter) or apply for an 
  adjustment in filing date purusnat to rule 13(b) of Regulation S-T (section
  232.13(b) of this chapter).
  



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