SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 2001
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 2-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: ___________
Read 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
000-29443 65-0873132
(Commission File Number) (IRS Employer Identification No.)
3611 South Lindell Road, Suite 108
Las Vegas, Nevada 89103-1241
(Address of Principal Executive Offices, Including Zip Code)
(702) 739-1769
(Registrant's Telephone Number, Including Area Code)
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 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-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 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 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. (Attach extra sheets if needed.)
The Company has been unable to engage its auditors to enable them to
commence work on the audit of the Company financial statements for the year
ended December 31, 2001 (the "2001 Audit"). Until it can complete the
preparation and audit of its financial statements, the Company will be unable to
file its Form 10-KSB for the year ended December 31, 2001 and future Form
10-QSB's. Therefore, it will be in non-compliance with its reporting obligations
under the Securities Exchange Act of 1934, as amended. The Company intends to
work diligently with its auditors to finalize its financial statements and
complete the 2001 Audit as soon as reasonably practicable. However, given the
Company's current financial situation, the Company is unable at this time to
determine with any degree of certainty when it expects to be in a position to
engage the auditors to commence the 2001 Audit.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Eric L. Nelson (702) 739-1769
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(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.
Viva Gaming & Resorts Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 1, 2002 By: /s/ Eric L. Nelson
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Eric L. Nelson
President