NOTIFICATION OF LATE FILING FORM 12b-25 SEC File Number: 1-8287 CUSIP Number: 76709420 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB FOR PERIOD ENDED: YEAR ENDED JANUARY 31, 1998 ______ Transition Report on Form 10-K ______ Transition Report on Form 20-F ______ Transition Report on Form 11-K ______ Transition Report on Form 10-QSB ______ Transition Report Form on 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 RIO GRANDE, INC. 10101 Reunion Place, Suite 210 San Antonio, Texas 78216-4156 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-KSB, Form 20-F, 11-K, 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-QSB, 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 the Form 10-K, 10-KSB, 20-F, 11-K, 10-Q, 10- QSB, -SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach Extra Sheets if Needed). Rio Grande, Inc. (the "Company") is not able to file its Annual Report on Form 10-KSB for the year ended January 31, 1998 (the "Annual Report") within the time period prescribed for such report without unreasonable effort or expense. The Company has been unable to timely conclude its compilation of the audited financial statements for the Annual Report in light of reduced management and financial resources. The Company will file the Annual Report within the time prescribed by Rule 12b-25. -1- PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Gary Scheele (210) 308-8000, Ext. 256 (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 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 statement 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. The Company's loss from operations before provision for dividends on preferred stock for the year ended January 31, 1998 will be approximately $(10,025,923) as compared to a loss of approximately $(1,655,140) for the year ended January 31, 1997. The loss after accrued dividends on the redeemable preferred stock was $(10,881,622) for the year ended January 31, 1998. -------------------------------------------------------------- RIO GRANDE, INC. (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 1, 1998 By:____________________________________ Name: Gary Scheele Title: Vice 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 or 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. -2-