WASATCH INTERACTIVE LEARNING CORP
NT 10-Q, 2000-03-16
BLANK CHECKS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                        Commission File Number: 000-23180

                   NOTIFICATION OF LATE FILING OF FORM 10-QSB

                       For Period Ended: January 31, 2000


                         Part 1. Registrant Information

                    WASATCH INTERACTIVE LEARNING CORPORATION.
                            (Full name of registrant)

        5250 South Commerce Drive, Suite 101, Salt Lake City, Utah 84107
                     (Address of Principal executive office)


                        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.)

[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 on Form 10-QSB will be filed on or before
         the 5th 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 Company merged with a private operating company and needs more time
to properly complete its Form 10-QSB for the quarter ended January 31, 2000.

                           Part IV. Other Information

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

                  Todd Brashear                               (801) 261-1001
                  -------------                               --------------
                     (Name)                                  (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



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         (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?
                         [x] Yes  [ ] No

         The Company had no  operations  last year and the results of operations
from January 20, 2000 until  January 31, 2000 of the  privately  held  operating
company will be included in this Form 8-K.

         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.


                    WASATCH INTERACTIVE LEARNING CORPORATION
                  (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 16, 2000                        By: /s/ Barbara Morris
                                                ------------------
                                            Name: Barbara Morris
                                            Title:   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 and  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:

         Intentional  misstatements  or  omissions  of fact  constitute  Federal
         criminal violations (see 18 U.S.C. 1001).
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