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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: FISCAL YEAR ENDED DECEMBER 31, 1997
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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
Grand Adventures Tour & Travel Publishing Corporation
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Full Name of Registrant
Riley Investments, Inc.
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Former Name if Applicable
211 E. 7th St., 11th Floor
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Address of Principal Executive Office (Street and Number)
Austin, TX 78701
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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
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
/X / 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 audit of the financial statements of Grand Adventures Tour & Travel
Publishing Corporation (the "Registrant") will not be completed by March 31,
1998, the last day for a timely filing of its Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, pursuant to Rule 0-3 of the General
Rules and Regulations under the Securities Exchange Act of 1934.
On February 21, 1998, the Registrant engaged the firm of Andersen, Andersen
& Strong L.C. as the principal accountants to audit the Registrant's
financial statements for the fiscal year ended December 31, 1997.
As a result of (i) the late date on which Andersen, Andersen & Strong L.C.
were retained by the Registrant; (ii) the extensive amount of time necessary
for Andersen, Andersen & Strong L.C. to gather data for permanent audit
files, review the working papers, review the accounting records and internal
controls, plan the appropriate audit procedures and the scope thereof, and
perform the appropriate audit tests in connection with the financial
statements for the Registrant's fiscal year ended December 31, 1997 for
inclusion in the Annual Report on Form 10-K; and (iii) the time necessary to
ascertain that the other information required by the Annual Report on Form
10-K will be in conformity with the audited financial statements, the
Registrant is not in a position to file the Annual Report on Form 10-K by
March 31, 1998.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Darrell Barker 512 392-2000
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(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? / / 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.
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Grand Adventures Tour & Travel Publishing Corporation
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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 March 30, 1998 By /s/ Darrell Barker
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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).
_______________________________________________________________________________
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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ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 202
Certified Public Accountants and Business Consultants Salt Lake City, Utah 84106
Member SEC Practice Section of the AICPA Telephone 801-486-0096
Fax 801-486-0098
E-mail KAndersen @msn.com
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549 March 27, 1998
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Gentlemen:
We were retained by Grand Adventures Tour & Travel Publishing Company on
February 21, 1998, as independent certified public accountants to report on
the financial statements at December 31, 1997 and for the fiscal year then
ended. We have endeavored, with the full cooperation of the company, to
obtain the necessary information to meet the filing requirements for Form
10-K, both as to form and timeliness. Due to the extensive amount of time
necessary to gather data for audit files, review the accounting records and
internal controls, plan the appropriate audit procedures and scope thereof,
and perform the appropriate audit tests, we will not have sufficient time to
complete our examination by March 31, 1998, which is the required filing date
for the company's annual report.
Very truly yours,
/s/ ANDERSEN ANDERSEN & STRONG, L.C.
Andersen, Andersen and Strong, L.C.
A member of ACF International with affiliated offices worldwide
