SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 0-24394
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: April 30, 2000
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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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
Full name of registrant Penn Octane Corporation
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Former name if applicable
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Address of principal executive office (Street and number)
77-530 Enfield Lane, Bldg. D
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City, state and zip code Palm Desert, California 92211
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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
| Form 10-K, 20-F, 11-K or 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, 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
The Registrant needs additional time to file its quarterly report on Form
10-Q for its fiscal quarter ended January 31, 2000 because it does not have all
information necessary to complete such report. The Registrant will file its
quarterly report on Form 10-Q on or before the 5th calendar day following the
prescribed due date, March 16, 2000.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Ian T. Bothwell (562) 929-1984
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(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 the 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.
Penn Octane Corporation
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date June 14, 2000 By /s/ Ian T. Bothwell
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Ian T. Bothwell
Assistant Secretary, Treasurer, Chief Financial
Officer and Principal Accounting Officer
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