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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
SEC File No.: 0-22055
NOTIFICATION OF LATE FILING
(Check One)
[x] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For the Period Ended: December 31, 1997
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 notification relates: _______________________
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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
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PART II. RULE 12b-25 (b) AND (c)
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
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been attached if applicable.
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PART III. NARRATIVE
The Registrant is unable to file its annual report on Form 10-KSB for
the year ended on December 31, 1997 (the "Annual Report") by the prescribed date
of March 31, 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 year ended
December 31, 1997. The registrant intends to file the Annual Report on or
prior to April 15, 1998.
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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 and 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: March 31, 1998 By: /s/ M.D. Tokayer
______________________________
Chairman of Board, President,
Chief Executive Officer and
Treasurer
Attention
Intentional misstatements or omissions of fact constitute criminal violations
(See 18 U.S.C. 1001)
