SAGEMARK COMPANIES LTD
NT 10-Q, 2000-11-13
SPECIALTY OUTPATIENT FACILITIES, NEC
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                              Commission File Number: 0-4186
                                                                      ------

                           NOTIFICATION OF LATE FILING

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

                        For Period Ended: SEPTEMBER 30, 2000

                    [ ]  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:

--------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION

                          The Sagemark Companies, Ltd.
--------------------------------------------------------------------------------
Full Name of Registrant
                                       N/A
--------------------------------------------------------------------------------
Former Name if Applicable

                              700 Gemini, Suite 104
--------------------------------------------------------------------------------
Address of Principal Executive
 Office (Street and Number)

                                Houston, TX 77058
--------------------------------------------------------------------------------
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)


[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.
     |
<PAGE>

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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)

     The financial statements of The Sagemark Companies, Ltd. as of September
30, 2000, are still in the process of being finalized. We are requesting
additional time through this "Notification of Late Filing" to be able to
accumulate and report accurate financial information.

--------------------------------------------------------------------------------
PART IV - OTHER INFORMATION
--------------------------------------------------------------------------------

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


Richard Young                                  (281)          488-8484
--------------------------------------------------------------------------------
(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.

================================================================================
                          THE SAGEMARK COMPANIES, 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: November 13, 2000        By: /s/ RICHARD YOUNG
      -----------------        -----------------------------------------
                               Richard Young
                               (Principal Financial and Accounting 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.

                                       2
<PAGE>

                                    ATTENTION
         INTENTION 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 amendment notification.

                                       3


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