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SEC FILE NUMBER
0-24833
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CUSIP NUMBER
36114Q 10 9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1998
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[ ] 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:
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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
Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
FutureLink Distribution Corp.
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Full Name of Registrant
Core Ventures, Inc.
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Former Name if Applicable
300, 250--6th Avenue S.W.
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Address of Principal Executive Office (Street and Number)
Calgary Alberta CANADA T2P 3H7
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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 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 Forms 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)
SEC 1344 (6/94)
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This is the first 10-KSB which our Company has prepared and it will
include the first annual audited consolidated financial statements that the
Company has compiled. With the Company having effected two major acquisitions in
1998, as well as a number of financings, the efforts required on the part of the
Company and our independent auditors to complete these financial statements so
as to ensure adequate disclosure of these matters has been more than originally
anticipated. Minor adjustments continue to be made to the financial statements
and correspondingly to our draft 10-KSB.
The Company has used its best efforts to complete the Form 10-KSB in a
timely manner; however, due to the above described circumstances the Company is
unable to complete the Form 10-KSB within the prescribed time limit without
unreasonable effort or expense. The Company fully expects to complete the Form
10-KSB within the fifteen day extension period permitted by Rule 12b-25.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kyle B. A. Scott (403) 509-5015
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Sections 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
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(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?
[X] Yes [ ] 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.
See Appendix 1, attached.
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FutureLink Distribution Corp.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date April 1, 1999 By [signed: Cameron B. Chell]
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Cameron B. Chell
Chairman of the Board,
Chief Executive Officer and President
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APPENDIX 1
TO FORM 12B-25
FILED APRIL 1, 1999
BY
FUTURELINK DISTRIBUTION CORP.
The Company anticipates reporting significant changes in results from operations
on its earnings statements to be included in its audited consolidated annual
financial statements for the year ended December 31, 1998, to be attached to its
Form 10-KSB, versus results from operations for the year ended December 31,
1997, primarily as a result of the two significant acquisitions effected by the
Company during 1998.
Prior to 1998, FutureLink, formerly Core Ventures Inc., was an inactive mining
company. During 1998, the Company changed its name, acquired the majority of the
shares of FutureLink Distribution Corp., an Alberta, Canada, corporation, and,
effective August 24, 1998, all of the issued and outstanding shares of Riverview
Management Corporation (now FutureLink/SysGold Ltd.), also an Alberta
Corporation. The Company's consolidated earnings statements will reflect the
impact of these subsidiaries' operations and earnings from the date of
acquisition through December 31, 1998.
While minor alterations continue to be effected to the Company's audited
financial statements for the year ended December 31, 1998, primarily allocation
issues, the Company is confident in releasing the following reasonable estimate
of operating results:
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1998 December 31, 1997
($) ($)
----------------- -----------------
<S> <C> <C>
Revenue 2,436,658 0
Loss from Operations (5,255,472) (122,049)
Deferred Tax Benefit(1) 204,609 0
Net Loss (5,924,819) (737,049)
Weighted Avg. Number
of Shares Outstanding 15,846,571 1,450,163
Loss per Common Share (0.37) (1.65)
</TABLE>
(1) Deferred Tax Benefit for 1998 remains subject to final adjustment,
which will have a slight impact on the final Net Loss figure for the
year ended December 31, 1998.
