U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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: September 30, 1995
( ) 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:
N/A
_________________________________________________________________
Part 1
Registrant Information
ATLANTIS GROUP, INC.
Full Name of Registrant
MICROTERRA, INC.
Former Name if Applicable
0-17057
Commission File Number
206 S. Detroit Street
Address of Principal Executive Office (Street and Number)
Los Angeles, California 90036
City, State and Zip Code
<PAGE>
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 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 will be filed on 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, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
During September, through the closing of the fiscal quarter, an
affilate corporation, Coast Engineering and Construction, Corp.,
was forced to terminate its existing jobs. This, in turn,
terminated the portions of the jobs sub-contracted to the Company's
subsidiary, Rubeck Engineering and Construction Inc. Then, a
decision was made to terminate, as of September 30, 1995, the Joint
Operating Agreement between Rubeck and HWB Construction. The
increased workload on the accounting staff from these termination
has caused a delay in the completion of the individual
corporation's financial statements for the quarter, which in turn
has caused delay in completion of the consolidated financial
statements.
<PAGE>
Part IV
Other Information
(1) Name and telephone number of person to contact in regard
to this notification.
Jorge H. Antico (213) 931-1695
(Name) (Area code) (Telephone No.)
(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.
Explanation: During the third quarter of 1994, the Company sold
(a) its Mitchell Pole Company, Inc. "white wood" plant, (b) the
Tallulah, Louisiana plant site, and (c) the intended site for the
new pole treatment facility in those regards. During 1995, the
Company's operations have consisted of the environmental
construction operations of Rubeck Engineering and Construction,
Inc. Accordingly, there is no comparison between the two years.
ATLANTIS GROUP, 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: November 13, 1995 By: Jorge H. Antico
President/CEO
