OTC AMERICA INC /CO/
NT 10-Q, 2000-05-15
MANAGEMENT SERVICES
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                   SEC FILE NUMBER 0-15992
                                                   CUSIP NUMBER 671048 40 3

(Check One):

[ ] Form 10-K and Form 10-KSB     [ ] Form 20-F   [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB     [ ] Form N-SAR

For Period Ended: March 31, 2000

[ ] 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:

     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

Full Name of Registrant: OTC America, Inc.

Former Name if Applicable: N/A

Address of Principal Executive Office (Street and Number):

         600 17th Street, Suite 950 South
         Denver, CO 80202

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) [X]

(a) The reasons described in reasonable detail in Part II 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, Form 11-K, or Form N-SAR, or  portion thereof will be filed  on


<PAGE>



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 Form  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  sole officer was unable to timely  provide the  necessary
information to the accountants as a result of his travel schedule.

Part IV - Other Information

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

         Roger V. Davidson, Esq.
         Ballard Spahr Andrews & Ingersoll, LLP
         (303) 299-7307

(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?   [ ] 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.


<PAGE>


                           OTC America, Inc.
                 ------------------------------------------
                (Name of Registrant as specified in charter)

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


Date: May 15, 2000              By: /s/ Randy L. Phillips
                                      --------------------------------------
                                      Randy L. Phillips, President





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