SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                         Commission File Number 0-2734

                           NOTIFICATION OF LATE FILING

(Check One): |X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q 
             |_| Form N-SAR

For Period Ending: December 31, 1998

|_| Transition Report on Form 10-K      |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F      |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K

     Read the attached instruction sheet 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.

     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         American Midland Corporation
Former name if applicable

                      Apartado 337 Puntarenas, Costa Rica
            Address of principal executive office (Street and number)

                         Part II. Rule 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 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,  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;
         or the subject  quarterly report on 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 is applicable.

                               Part III. Narrative

     State below in  reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period. (Attached extra sheets if needed.)

     The Company has not received the  completed  financial  statements  for the
period ended December 31, 1998 and therefore  cannot complete the Form 10-KSB in
time in order to file this report by its due date.




                           Part IV. Other Information

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

Michael Ference, Esq.,                      (212) 889-7300
- -------------------------------------------------------------------------------
(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 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? |_|
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.

                          American Midland Corporation
                  (Name of registrant as specified in charter)

     Has cause this  notification  to be signed on its behalf by the undersigned
thereunto duly authorized.

Date March 31, 1999                            By  Emil Ramatt, 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 type 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

     Intentional  misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001)



                              GENERAL INSTRUCTIONS

     1.  This  form  is  required  by  Rule  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  filers
unable to timely file a report  solely due to  electronic  difficulties.  Filers
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 or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.