INTERNATIONAL REALTY GROUP INC
NT 10-K, 1999-04-02
REAL ESTATE AGENTS & MANAGERS (FOR OTHERS)
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20548

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING


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

         For Period Ended: MARCH 30, 1999

[ ] Transition Report on Form 10-K and Form 10-KSB

[ ] Transition Report on Form 20-F

[ ] Transition 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 the notification
relates:_______________________________________________________________________

_______________________________________________________________________________


                                     PART I
                             REGISTRANT INFORMATION

        Full name of Registrant  INTERNATIONAL REALTY GROUP, INC.
                                 --------------------------------

                           Former Name if Applicable

                     111 Northwest 183rd Street, Suite 518
_______________________________________________________________________________
         Address of Principal Executive Office (Street and Number)


                             Miami, Florida, 33169
______________________________________________________________________________
                           City, State and Zip Code:
_______________________________________________________________________________


<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)

         [ ] (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 Forms 10-K, 10-KSB, 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,
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 Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or
portion thereof could not be filed within the prescribed period. (Attach Extra
Sheets if Needed)

         INTERNATIONAL REALTY GROUP, INC. (the "Company") recently had a change
of accountants, consequently the Company is delayed in the filig of its Form
10-KSB as of December 31, 1998.


                                    PART IV
                               OTHER INFORMATION

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

RICHARD M. BRADBURY           (305)             944-8811
- -------------------------------------------------------------------------------
(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(s) been filed? If the answer is
                           no, identify reports(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.


<PAGE>   3

                        INTERNATIONAL REALTY 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 15, 1996                    By: /s/ Richard M. Bradbury
      -----------------                    ------------------------------
                                               RICHARD M. BRADBURY, PRESIDENT


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
International misstatements or omissions of fact constitute Federal Criminal 
Violations (see 18 U.S.C. 1001).



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