CAPITAL GAMING INTERNATIONAL INC /NJ/
NT 10-K, 2000-09-28
AMUSEMENT & RECREATION SERVICES
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<PAGE>   1
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 12b-25

                          NOTIFICATION OF LATE FILING

                                          Commission File Number 0-19128

     (Check One): X Form 10-K and Form 10-KSB __ Form 20-F __ Form 11-K
                 ---
                   __ Form 10-Q and Form 10-QSB __ Form N-SAR

                 For Period Ended:  June 30, 2000
                                    --------------------

                 [  ]     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:____________________________

 READ ATTACHED INSTRUCTION SHEET 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:
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PART I - REGISTRANT INFORMATION


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Full Name of Registrant

  Capital Gaming International, Inc.
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Former Name if Applicable


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Address of Principal Executive Office (STREET AND NUMBER)

  2701 East Camelback Road Ste 484
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City, State and Zip Code

  Phoenix, AZ 85016
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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, 10-KSB, Form 20-F, 11-K, 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

 __      (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 or portion thereof, could not be
filed within the prescribed time period.  (Attach Extra Sheets if Needed.)

                                    12b25-1

<PAGE>   2
Part III.

NARRATIVE

     On May 15, 2000, Capital Gaming International, Inc. filed reorganization
proceedings pursuant to Chapter 11 of the United States Bankruptcy Code. The
confirmation hearing for the Plan of Reorganization was scheduled and did, in
fact, occur on September 26, 2000 at which time the Court made a finding that
the Plan was confirmable. The Company expended substantial personnel time
towards achieving Plan confirmation and as a result is not able to timely file
its 10-K without unreasonable effort on the part of the Company and its outside
auditors or the expense of engaging outside counsel to prepare it.


<PAGE>   3
PART IV - OTHER INFORMATION

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

            William S. Papazian             602                  667-0670
         --------------------------     -------------       ------------------
                  (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 reports
         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?    __ 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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                    Capital Gaming International, 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:  9/27/00                         By:  /s/ William S. Papazian
                                       ----------------------------------------


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 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 or apply for an adjustment in filing
         date pursuant to Rule 13(b) of Regulation S-T.



                                    12b25-2


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