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SEC FILE NUMBER
0-027070
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CUSIP NUMBER
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 1998
[ ] 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:______________________________________
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 Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Venture Seismic Ltd.
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Full Name of Registrant
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Former Name if Applicable
3110 80th Avenue, SE
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Address of Principal Executive Office (Street and Number)
Calgary, Alberta, Canada T2C 1J3
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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 applicable)
(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, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof,
[X] 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, 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 was unable to compile all information required for inclusion in
the Form 10-K on a timely basis.
SEC 1344(11-91)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gregory B. Wiebe 403 777-9070
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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 reports) been
filed? If answer is no, identify report(s). Yes [X] No [ ]
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for that 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, attached 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.
Results of operation for the year ended September 30, 1998 ("fiscal
1998") are expected to be significantly different from the year ended
September 30, 1997 ("fiscal 1997") primarily due to i) the acquisition
of Continental Holdings Ltd. ("Continental") effective July 1, 1998,
including (a) the recognition in Venture's fourth quarter of
marine-based revenues and direct expenses resulting from the
acquisition, and (b) increased amortization expense related to the
amortization of goodwill recognized on the acquisition of Continental,
ii) increased direct expenses from land-based operations in fiscal 1998
and iii) increased administration, depreciation and interest expense
related to increased activity and debt levels from land-based operations
and the acquisition of Continental.
The Registrant expects to report a net loss for fiscal 1998 of between
$1,633,000 and $1,400,000, or $0.35 and $0.30 per share, compared to net
income of $1,455,000 or $0.47 per share for fiscal 1997.
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Venture Seismic Ltd.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 12/23/98 By /s/ Greg Wiebe
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Gregory B. Wiebe, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSION OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 25) of the General Rules
and Registration under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3
of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record In the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
