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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number: 3235-0058
Expires: May 31, 1997
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-10006
(Check One): -----------------------------
|X| Form 10-K |_| Form 20-F |_| Form 11-K | | Form 10-Q |_| Form N-SAR CUSIP NUMBER
02932810
For Period Ended: March 31, 1999 -----------------------------
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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.
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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
AMERICAN RIVERS OIL COMPANY
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Full Name of Registrant
N/A
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Former Name if Applicable
700 East 9th Avenue, Suite 106
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Address of Principal Executive Office (Street and Number)
Denver, CO 80203
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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)
| (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, Form 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-KSB, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
The Registrant's Form 10-KSB for the year ended March 31, 1999 could not be filed without unreasonable effort or expense because the
audit of the Registrant's financial statements is not complete and could not be completed prior to June 29, 1999 without
unreasonable cost and effort.
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this notification
KARLTON TERRY (303) 832-1117
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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 report(s) been filed? If 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.
The Registrant expects that significant changes in its results of operation from the prior year will be reflected in the
consolidated statements of operations to be included in the annual report on Form 10-KSB to be filed for the year ended March 31,
1999. In fiscal 1998 the Registrant incurred a $2,567,000 charge to operations from impairment to the Registrant's proved reserves.
During fiscal 1999, the Registrant sold virtually all of its producing properties to meet current obligations, including maturing
indebtedness. The Registrant realized net proceeds from the sale of its producing properties of $292,000 and has curtailed its
operations significantly. Accordingly, revenues from oil and gas sales were relatively minor in fiscal 1999. The Registrant
anticipates that revenues will be reduced from approximately $658,000 for fiscal 1998 to approximately $18,000 for the year ended
March 31, 1999. A corresponding decrease in expenses, however, is anticipated to result in an increase in net income (or a reduction
of net loss) from a loss of $2.9 million dollars in fiscal 1998. Although the Registrant anticipates operating results will be close
to break even or possibly a loss of $100,000, it is not possible to reasonably estimate the net income of the Registrant for fiscal
1999 until the audit of the Registrant's financial statements is completed.
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AMERICAN RIVERS OIL COMPANY
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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: June 30, 1999 By: /s/ Karlton Terry
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Karlton Terry, President
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.
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations 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.
5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic
difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should
comply with either Rule 201 or Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment
in filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this chapter).
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HEIN + ASSOCIATES LLP
Certified Public Accountants and Consultants
with offices in Houston, Dallas and Los Angeles
Telephone (303) 298-9600 Fax (303) 298-8118
717 17th Street, Suite 1600
Denver, Colorado 80202-3330
June 28, 1999
Securities and Exchange Commission
Washington, D.C. 20549
RE: American Rivers Oil Company
Gentlemen:
We confirm that the audit of American Rivers Oil Company is not yet completed
and cannot be completed by the required filing date of June 29, 1999 without
unreasonable cost and effort.
Sincerely,
/s/ Hein + Associates LLP
HEIN + ASSOCIATES LLP
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