NORAM GAMING & ENTERTAINMENT INC
NT 10-K, 1998-03-31
MISCELLANEOUS AMUSEMENT & RECREATION
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 12b-25

                       Commission File Number 33-55254-37

                           Notification of Late Filing


                                  (Check One):

      [X] Form  10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q  [ ] Form N-SAR

              For Period  Ended:  December  31, 1997 
[ ] 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

          Full Name of Registrant   Noram Gaming and Entertainment, Inc.

                  Former Name if Applicable

                           Three Canton Square
                  Address of Principal Executive Office (Street and Number)

                           Toledo, Ohio 43624
                  City, State and Zip Code



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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;

[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; and

[X]  (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, 20-F, 11-K,
10-Q,  N-SAR,  or the  transition  report or portion  thereof  could not be file
within the prescribed period.

                  It is taking longer than  expected to accurately  describe the
activity for the quarter.

                           Part IV - Other Information

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

               George C. Zilba            (419)                  255-1515
                  (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?

                  Loss is uncertain until audit is finished.
                                                               [X] Yes   [ ] 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.

                      Noram Gaming and Entertainment, 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     March 31, 1998                     By:  /s/ George C. Zilba
                                            George C. Zilba, President


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<PAGE>


                                 SMITH & COMPANY
                         A Professional Corporation of
                          CERTIFIED PUBLIC ACCOUNTANTS

MEMBERS OF:                                  10 WEST 100 SOUTH, Suite 700
AMERICAN INSTITUTE OF                        SALT LAKE CITY, UTAH 84101
     CERTIFIED PUBLIC ACCOUNTANTS            TELEPHONE:     (801) 575-8297
UTAH ASSOCIATION OF                          FACSIMILE:     (801) 575-8306
     CERTIFIED PUBLIC ACCOUNTANTS            E-MAIL:  [email protected]
- --------------------------------------------------------------------------------


March 28, 1998


Securities & Exchange Commission
Washington, DC 20549

Gentlemen:

We are the independent auditors of Noram Gaming and Entertainment, Inc.. This is
to inform you that we have not yet  completed  the audit to be  included  in the
Form 10-K filing.

We hope to issue our report in time to allow  Noram  Gaming  and  Entertainment,
Inc. to file its Form 10-K within 15 days of the original due date.

Very truly yours,

Smith & Company



By: /s/  Roger B Kennard
         Roger B. Kennard

Attachment: Form 12-b25

RBK/kod


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