U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549


                         FORM 12b-25

Commission File Number: 0-30029


     Notification of Late Filing

(Check One):

[X]  Form  10-K [ ] Form  20-F  [ ] Form  11-K  [  ] Form  10-QSB
[ ] Form N-SAR

For Period Ended:     May 31, 2000

          [  ]  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:


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
              -------------------------------

                     ENCOUNTER.COM, INC.
                  -----------------------
                  Full Name of Registrant

                  Former Name if Applicable

              6900 Westcliff Drive, Suite 608
  ---------------------------------------------------------
  Address of Principal Executive Office (Street and Number)

                    Las Vegas, Nevada 89129
                    ------------------------
                    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-(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,  Form 20-F,  11-K or 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 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,
20-F, 11-K, 10-Q,  N-SAR,  or the  transition  report or
portion  thereof  could not be file within the prescribed
period.

Management was unable to obtain necessary financial
information in time for filing.  The Company expects to file
within the extension period.

               Part IV - Other Information
               ---------------------------

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

Dennis Hinton                   (702)      360-0066
- -------------               ----------  ------------------
(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

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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.

                        ENCOUNTER.COM, INC.
           --------------------------------------------
           (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.


Date:  August 30, 2000           By: /s/ Dennis J. Hinton
                                     _________________________
                                     DENNIS J. HINTON
                                     President, CEO, CFO and Director


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