UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ]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
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.
If the notification relates to a portion of the filing checked above, identify
the items to which the notification relates.
PART I - REGISTRANT INFORMATION
NBG RADIO NETWORK, INC.
-----------------------
Full Name of Registrant
Former Name if Applicable
520 SW Sixth Avenue, Suite 750
------------------------------
Address of Principal Executive Officer (Street and Number)
Portland, Oregon 97204
----------------------
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)
(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, 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-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 the Form 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 Needed)
The registrant's independent public accountant was not able to complete its
review of the registrant's interim financial statements (as required by Part I,
Item 1 of Form 10-QSB and Item 310(b) of Regulation S-B) prior to the date the
Form 10-QSB was required to be filed. Consequently, the registrant was unable
to file its Form 10-QSB on July 15, 2002.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
John J. Brumfield 503 802-4624
------------------ ----------- ------------------
(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 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.
NBG RADIO NETWORK, 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/John J. Brumfield
----------------- -------------------------
John J. Brumfield
Chief Financial Officer
and Secretary
ACCOUNTANT'S STATEMENT
U.S. Securities and Exchange Commission
Division of Corporation Finance
Washington, DC 20549
RE: Notification of Late Filing for NBG Radio Network, Inc. Form 10-QSB
Commission File Number: 0-24075
We have been engaged to review the consolidated financial statements and content
of the Form 10-QSB of NBG Radio Network, Inc. (the Company), as of May 31, 2002,
and the interim periods then ended. Because certain delays beyond our control
have caused us to be unable to complete our review, we understand the Company
will not be able to meet the filing deadline for the period ended May 31, 2002.
/s/ MOSS ADAMS LLP
Portland, Oregon
July 15, 2002