SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC File No.: 0-22055
NOTIFICATION OF LATE FILING
(Check One)
[_] Form 10-K [_] Form 11-K [_] Form 20-F [X] Form 10-Q
[_] Form N-SAR
For the Period Ended: September 30, 1998
Nothing in the 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: TTR INC.
Address of Principal Executive
Office (Street and Number): 1841 Broadway
City, State and Zip Code: New York, NY 10023
________________________________________________________________________________
Part II.Rule 12b-25(a) and (b)
If the subject report could not be filed in reasonable detail 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, semi-annual report, transition report on
Form 10-K or Form 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;
the subject quarterly 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
<PAGE>
The Registrant is unable to file its quarterly report on Form 10-QSB for
the quarter ended on September 30, 1998 (the "Quarterly Report") by the
prescribed date of November 14, 1998 without unreasonable effort or expense due
to unforeseen circumstances encountered in closing and consolidating with its
foreign subsidiary the Registrant's books and records for the quarter ended
September 30, 1998. The registrant intends to file the Quarterly Report on or
prior to November 19, 1998.
________________________________________________________________________________
Part IV.Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Sam Ottensoser, Esq. (212) 702-5962
(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 operation
from the corresponding period for the last fiscal year will be reflected by the
earnings statement 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.
TTR, 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: September 30, 1998 By: /s/ Marc D. Tokayer
------------------------------------
Chairman of Board, President, and
Treasurer
Attention
Intentional misstatements or omissions of fact constitute criminal
violations (see 18 U.S.C. 1001).
