Dipper NT 10-Q Notice of late quarterly filing

(Check One): ¨  Form 10-K ¨  Form 20-F ¨  Form 11-K x  Form 10-Q ¨  Form N-SAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549   FORM 12b-25   NOTIFICATION OF LATE FILING

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For Period Ended: October 31, 2002                                                                     

¨  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: Not applicable                                              

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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

Dipper Incorporated

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Full Name of Registrant

N/A

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Former Name if Applicable

8390 East Via do Ventura, Suite F11 #228

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Address of Principal Executive Office (Street and Number)

Scottsdale, AZ 85258

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City, State and Zip Code

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;
	(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 of 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

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period.

Combining the Registrant’s financial statements with that of 21^st Century Education, Inc., which the Registrant acquired on October 30, 2002, has been more complex and has taken longer than anticipated by the Registrant.

PART IV— OTHER INFORMATION

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

                David A. Richter                 (Name)                 (480)                 (Area Code)                 451-4040                 (Telephone Number)

(2) Have all other periodic reports 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 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?    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.

For accounting purposes, the share exchange with 21^st Century Education, Inc. will be treated as a reverse merger. As a result of the share exchange, the Registrant went from a non-operating company to an operating company. Because the audit of 21^st Century’s financial statements is not yet complete, a quantitative estimate of the results is not possible

Dipper Incorporated

_____________________________________________________________________________________________

             (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 16, 2002 By /s/ David A. Richter

      David A. Richter, President