UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEC FILE NUMBER
0-16819
FORM 12b-25
CUSIP NUMBER
635182 20 7
NOTIFICATION OF LATE FILING
(Check One): [X]Form 10-KSB [ ]Form 20-F [ ]Form 11-K [ ]Form 10-QSB
[ ]Form N-SAR
For Period Ended: December 31, 1994
[ ]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
NATIONAL CAPITAL MANAGEMENT CORPORATION
Full Name of Registrant
Former Name if Applicable
50 California Street
Address of Principal Executive Office (Street and Number)
San Francisco, CA 94111
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;
[X] (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, 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 reason why Form 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 has a limited number of staff involved in financial
management and reporting, combined with the recent start-up of National
Capital Benefits Corporation and the related expansion of its operating
activities, certain real estate transactions and a reserve for Jensen
Corporation, has resulted in a significant number of financial transactions
and delay in preparing the Annual Report.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Herbert J. Jaffe (415) 989-2661
(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 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?
[X]Yes [ ]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.
___________________________________________________________________________
NATIONAL CAPITAL MANAGEMENT CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 30, 1995 By: Herbert J. Jaffe
<PAGE>
Attachment IV (3)
The Registrant anticipates a decrease in revenues for the twelve months
ended December 31, 1994 from the year ended December 31, 1993 of
approximately $1.5 million, primarily resulting from the sale of one real
property at the end of 1993 and two during 1994, and a decline in Jensen
Corporation sales of approximately $1.4 million, offset, however, by
approximately $2.1 million in gains relating to the sales. In addition,
the Registrant anticipates that the loss from operations will decrease from
a loss of $1,371,000 for the year ended December 31, 1993 and a loss of
approximately $1,000,000 for the year ended December 31, 1994, resulting
from a number of factors including the gain on sale of three real
properties, offset by costs and expenses related to start-up operations of
National Capital Benefits Corporation and a reserve for the value of
Jensen.
