UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C.  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  August 31, 1996

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:


PART 1 - REGISTRANT INFORMATION

 Landmark International, Inc.
Full Name of Registrant


Former Name if Applicable

 4400 MacArthur Boulevard, Suite 635

Address of Principal Executive Office (Street and Number)

Newport Beach, California 92660
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;
         (b)      The subject annual report or semi-annual report/portion
                   thereof will be filed on or
[X]               before the fifteenth calendar day following the prescribed due
                  date; or the subject quarterly  report/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, 11-K, 20-F, 10-Q
or N-SAR or  portion  thereof,  could not be filed  within the  prescribed  time
period.

         The  registrant's  auditors  have not had  sufficient  time to complete
fieldwork.


PART IV - OTHER INFORMATION

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

          Jehu Hand                                  (714)       489-2400
         (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 of 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 reports)
         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.



                               Landmark International, 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: December 2, 1996                               By: /s/ William J. Kettle
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