GALLERY RODEO INTERNATIONAL
NT 10-Q, 1996-08-15
RETAIL STORES, NEC
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                             United States                  --------------------
                  Securities and Exchange Commission        SEC File Number
                        Washington, D.C.  20549             --------------------
                                                            0-19644
                              FORM 12b-25

                      NOTIFICATION OF LATE FILING


                                                            --------------------
                                                            CUSIP Number
                                                            --------------------
                                                            363905 10 0
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<TABLE>
<CAPTION>

<S>          <C>              <C>               <C>                 <C>               <C>    
(Check One): [  ]Form 10-K    [  ]Form 20-F     [  ]Form 11-K      [ X ]Form 10-Q     [  ]Form N-SAR
</TABLE>
                  For Period Ended:  June 30, 1996                     
                  [   ] 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:                      
                                                  ------------------------------
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  Read Instructions (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.
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If the notification  relates to a portion of the filing checked above,  identify
the Items(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION

GALLERY RODEO INTERNATIONAL
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Full Name of Registrant


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Former Name if Applicable


2 North Cascade, Suite 330
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Address of Principal Executive Office (Street and Number)


Colorado Springs, CO  80903
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City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)
<TABLE>

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)
<CAPTION>


<S>        <C>    
           (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,
  [ X ]          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.
</TABLE>

<PAGE>

PART III - NARRATIVE

State below in reasonable  detail the reasons why Form 10-K, 11-K, 10-Q,  N-SAR,
or the  transition  report or  portion  thereof  could not be filed  within  the
prescribed period.

In  connection  with  the  recent  change  in  control  and  management  of  the
Registrant, the Registrant and its independent auditors have experienced a delay
in preparing and reviewing the Registrant's financial statements for the quarter
ended June 30, 1996.

PART IV - OTHER INFORMATION

Name and telephone number of person to contact in regard to this notification.

Bruce P. Johnson                          (510)                    273-8750   
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           (Name)                    (Area Code)              (Telephone Number)

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 answer is no,
identify report(s). 
                                                  X   Yes       No
                                                  ---        --
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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.

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                           GALLERY RODEO INTERNATIONAL
                   -------------------------------------------
                  (Name of Registrant as Specified in Charter)

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


Date  August 14, 1996                 By /s/ J. Royce Renfrow                
     -----------------------------      --------------------------------------

INSTRUCTION: The form may be signed by an executive officer 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 officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                                                            
                                   ATTENTION
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   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.

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 O-3 of the
     General Rules and Regulations  under the 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.

5.   Electronic Filers.  This form shall not be used by electronic filers unable
     to timely  file a report  solely  due to  electronic  difficulties.  Filers
     unable  to  submit  a  report  within  the time  period  prescribed  due to
     difficulties  in  electronic  filing  should comply with either Rule 201 or
     Rule 202 of Regulation  S-T ('232.201 or '232.202 of this chapter) or apply
     for an adjustment in filing date pursuant to Rule 13(b) of Regulations  S-T
     ('232.13(b) of this chapter).


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