UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-49950 FORM 10-QSB For Period Ended: March 31, 2002 [Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.] PART I - REGISTRANT INFORMATION Prelude Ventures, Inc. -------------------------------- Full Name of Registrant One Class Synergy Corporation ------------------------- Former Name if Applicable 2585 West 14th Avenue ----------------------------------------------------------- Address of Principal Executive Office (Street and Number) Vancouver, BC, Canada V6K 2W6 ------------------------- 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) [ 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, 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 has been attached if applicable. PART III - NARRATIVE State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. The Company's President has just completed a merger and new management was unable to complete the information needed for the 10-QSB. As a result, the Company was unable to file the 10-QSB on time without unreasonable effort and expense. PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification. Kennan E. Kaeder (619) 232-6545 ------------- ----------------------------- (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 NARRATIVE AND QUALITATIVE EXPLANATION OF THE ANTICIPATED CHANGE: Not applicable. ------------------------------------------------------------------------------ Prelude Ventures, Inc. ------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Prelude Ventures, Inc. By:/s/William Iverson William Iverson, President Date: May 15, 2002 [ATTENTION: Intentional misstatements of omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).]