UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                  FORM 12b-25                  ---------------
                                 ------------                  SEC FILE NUMBER

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                          NOTIFICATION OF LATE FILING          ---------------
                                                                 CUSIP NUMBER

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(CHECK ONE): [ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K
             [X] Form 10-Q [ ] Form N-SAR

             For Period Ended: May 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:



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  READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
                   VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION

NACO INDUSTRIES, INC.
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Full Name of Registrant:
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Former Name if Applicable:

395 WEST 1400 NORTH
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Address of Principal Executive Office (STREET AND NUMBER):

LOGAN, UTAH 84341
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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, Form 11-K or Form N-SAR, or portion  thereof,
          will be filed on or before the fifteenth calendar day following the

[x]       prescribed  due date;  or the subject  quarterly  report or 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 or portion thereof, could not be filed within
the prescribed time period.                        (Attach Extra Sheets if Need)




                                                                 SEC 1344 (6/94)


Filing of the subject  10-QSB was  delayed  pending  final  review by members of
management, who were on travel status immediately prior to the filing deadline.

PART IV -- OTHER INFORMATION

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

      Jeffrey J. Kirby                          (801)         435-753-8020
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                  (Name)                     (Area Code)  (Telephone Number)

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(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 statements to be included in the subject report or portion there?

     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.

                                                                  [ ] Yes [x] No

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                              NACO Industries, 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 July 16, 2002           By /s/ Jeffrey J. Kirby
     -------------              ------------------------------------------
                                    Jeffrey J. Kirby
                                    Executive Vice-President and Treasurer

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.

                                    ATTENTION

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   Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).
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                              GENERAL INSTRUCTIONS

1.   This form is required by Rule  12b-25 (17 CFR  240.12b-25  ) of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed  original and four conformed  copies of this form and amendments
     thereto  must be  completed  and filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with  the form  will be made a matter  of  public  record  in the
     Commission files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications  must also be filed on Form 12b-25 but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amended notification.

5.   ELECTRONIC  FILERS.  This form shall not be used by electronic files unable
     to timely file a report solely due to electronic difficulties. Files unable
     to submit a report within the time period prescribed due to difficulties in
     electronic  filing  should  comply  with  either  Rule  201 or Rule  202 of
     Regulation  S-T  (Section  232.201 or Section  232.202 of this  chapter) or
     apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
     S-T (Section 232.13(b) of this charter).

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