CAPITAL ASSOCIATES INC
NT 10-Q, 1998-01-14
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One):

   ___ Form 10-K   ___ Form 20-F  ___ Form 11-K   X   Form 10-Q   ___ Form N-SAR
                                                 ---

            For Period  Ended:  November  30, 1997
                                ------------------------------------------------
            [ ] 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 - REGISTRATION INFORMATION


Capital Associates, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant


- --------------------------------------------------------------------------------
Former Name if Applicable


7175 West Jefferson Avenue, Suite 4000
- --------------------------------------------------------------------------------
Address of Principal Executive Officer (Street and Number)


Lakewood, Colorado 80235
- --------------------------------------------------------------------------------
City, State and Zip Code


PART II - RULES 12b-25(b) AND (c)

If the subject report could not be file 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, 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.






<PAGE>



PART III - NARRATIVE

State below in  reasonable  detail the reasons  why the Form 10-K,  11-K,  10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)

    Additional  time  is  necessary  to  complete  the  compilation  of the
    financial  statements  and the related  footnotes and MD&A to make them
    complete and accurate.


PART IV - OTHER INFORMATION

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


          Anthony M. DiPaolo             (303)                     980-7413
     ----------------------------      -----------            ------------------
               (Name)                  (Area Code)            (Telephone Number)

(2)  Have all periodic  reports under Section 13 or 15(d) of the  Securities 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).

                                                       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.

- --------------------------------------------------------------------------------


                             Capital Associates, 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       January 14, 1998                 By  /s/Anthony M. DiPaolo
     --------------------------------           --------------------------------
                                                Anthony M. DiPaolo

INSTRUCTION:  The form may be signed by an executive office 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 office), 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.




<PAGE>


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 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.







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