U.S. SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
[0-20848]
CUSIP NUMBER
[91359C 307]
[x]Form 10-K and Form 10-KSB [ ]Form 20-F [ ]Form 11-K
[]Form 10-Q and 10-QSB [ ]Form N-SAR
For Period Ended: April 30, 1997
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Part I-Registrant Information
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Universal Heights, Inc.
19589 N.E. 10th Avenue
Miami, Fl 33179
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Part II-Rules 12b-25 (b) and (c)
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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, 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; [x]
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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Part III-Narrative
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State below in reasonable detail the reasons why Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and 10-QSB, N-SAR or the transition report
or portion thereof could not be filed within the prescribed period.
The Company was not able to complete the preparation of the Form 10-K
on a timely basis because the Company has been devoting a significant
amount of its time and resources towards negotiations in respect of
a transaction which management believes will have a significant
impact on the Company, including its current financial position.
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Part IV-Other Information
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(1) Name and telephone number of person to contact in regard
to this notification:
Bradley I. Meier 305-653-4274
(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 the answer is no, identify report(s).
[x]Yes [ ]No
(3) Is it anticipated that any significant change in results of opera-
tions 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
Universal Heights, Inc. has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: July 25, 1997 By: ____________________
Bradley I. Meier
President & CEO
