<TABLE>
<CAPTION>
<S> <C>
-----------------------------
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number: 3235-0058
Expires: May 31, 1997
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
-----------------------------
-----------------------------
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-8489
(Check One): -----------------------------
-----------------------------
|X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR CUSIP NUMBER
037599206
For Period Ended: September 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: _______________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
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 -- REGISTRANT INFORMATION
Fronteer Financial Holdings, Ltd.
- ------------------------------------------------------------------------------------------------------------------------------------
Full Name of Registrant
- ------------------------------------------------------------------------------------------------------------------------------------
Former Name if Applicable
1700 Lincoln Street, Suite 3200
- ------------------------------------------------------------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Denver, Colorado 80203
- ------------------------------------------------------------------------------------------------------------------------------------
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, Form 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
| calendar day following the prescribed due date; and
| 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 reasons why Forms 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.
| While completing its consolidated financial statements for the fiscal year ended September 30, 1996, the Registrant
learned on December 24, 1996, that damages of approximately $450,000 were awarded in arbitrations against R A F Financial
Corporation, a subsidiary of Registrant. As a result, it is necessary for Registrant to revise its consolidated financial
statements for the year ended September 30, 1996, to properly reflect an accrual for such awards. Such revision has caused
Registrant to be unable to timely file Registrant's Annual Report on Form 10-K within the prescribed time period.
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART IV--OTHER INFORMATION
<C> <S>
(1) Name and telephone number of person to contact in regard to this notification
Gary L. Cook (303) 860-1700
____________________________________________ _______________________________ _________________________________________________
(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 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.
For the year ended September 30, 1996, Registrant incurred a loss of $2,358,681 on revenues of $28,786,905. For the nine
months ended September 30, 1995, Registrant incurred a loss of $1,891,873 on revenues of $17,169,754. For the twelve months
ended December 31, 1994, Registrant incurred a loss of $353,426 on revenues of $16,258,900. The primary reasons for the
significant changes in Registrant's revenues and losses resulted from Registrant's acquisition of the assets of RAFCO, Ltd.
(RAFCO) in April, 1995, offset by the sale by the Registrant of ten of its telephone directories in the same month.
The Registrant's acquisition of RAFCO has been accounted for as a reverse acquisition of Registrant by RAFCO using the
purchase method of accounting. This resulted in Registrant adjusting its assets and liabilities to their fair market value at
the effective date of the acquisition, or May 1, 1995. The consolidated financial statements will show RAFCO and its
subsidiaries for the year ended December 31, 1994, and the nine months ended September 30, 1995, while the Registrant and its
subsidiaries, including RAFCO, are consolidated from May 1, 1995 to September 30, 1996, in accordance with the purchase method
of accounting.
On April 27, 1995, the Registrant sold ten of its telephone directories to an unaffiliated third party. The transaction
was accounted for in May of 1995, subsequent to the date of the business combination.
====================================================================================================================================
FRONTEER FINANCIAL HOLDINGS, LTD.
____________________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date December 30, 1996 By /s/ Gary L. Cook
------------------------------------
Gary L. Cook Chief Financial Officer
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 --------------------------------------------------------------
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 0-3 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 (ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment
in filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this chapter).
</TABLE>
