<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number: 033-19992-LA
(Check one)
| X| Form 10-K and Form 10-KSB | | Form 11-K | | Form 20-F | | Form 10-Q and
Form 10-QSB | | Form N-SAR
For the period ended December 31, 1997
| | Transition Report on Form 10-K and Form 10-KSB | | Transition Report on Form
20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q and
Form 10-QSB | | 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 notification relates: ___________________________
PART I
REGISTRANT INFORMATION
Full name of registrant: National Equities Holdings, Inc.
Former name if applicable:
Address of principal
executive office: 13700 Veterans Memorial Drive, Suite 410
City, State and Zip Code: Houston, Texas 77014
<PAGE> 2
PART II
RULE 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 appropriate box.)
|X| (a) The reasons described in 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 of Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
|X| (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, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
The Registrant's annual report on Form 10-KSB could not be filed within
the prescribed time period because the Company's independent oil and gas reserve
study and valuation of ownership interest in oil and gas reserves by the
Company's independent petroleum engineering firm has not been completed, and the
Company's independent auditor, therefore, has not been able to review the oil
and gas reserve and valuation of ownership reports from the independent
petroleum engineering firm.
2
<PAGE> 3
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
George Sutherland (281) 583-1280
-------------------------------------------------
(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?
| | 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.
Exhibits
1. Letter from independent auditor.
3
<PAGE> 4
National Equities Holdings, 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 March 31, 1998 By /s/ George Sutherland
-------------------
George Sutherland
Director, President,
and Chief Accounting Officer
4
<PAGE> 5
EXHIBIT INDEX
1. Letter from independent auditor.
<PAGE> 1
[ALVIN L. DAHL & ASSOCIATES, PC LETTERHEAD]
March 30, 1998
Mr. George Sutherland, President
National Equities Holdings, Inc.
616 FM 1960 West, Suite 222
Houston, TX 77090
Dear George:
This letter will confirm that our audit of the financial statements of National
Equities Holdings, Inc. as of and for the year ended December 31, 1997 is in
process and is nearing completion. However, we will be unable to issue our audit
report on those financial statements by the due date of the Form 10-KSB, March
31, 1998. It is our understanding that the Company has proven oil and gas
reserves which requires an independent oil and gas reserve study to meet the
accounting and disclosure requirements of generally accepted accounting
principles. On Wednesday March 25, we were faxed a preliminary report with the
indication that the final report will be issued soon.
We are also requesting confirmation of ownership of these oil and gas reserves
and the valuation of the ownership interest in a new oil field tool.
Once we have had the opportunity to examine and perform appropriate audit work
related to the above areas and the corresponding implications on the financial
statements of the Company and the cash flow issues have been settled, we will
then be able to issue our audit report which should be able to be done by April
21, 1998.
Should you have any questions or wish to discuss this matter further, please
feel free to contact us.
Sincerely,
/s/ Alvin L. Dahl
- -------------------------
Alvin L. Dahl, CPA
