SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number: 000-10056
(Check one)
|X| Form 10-K and Form 10-KSB | | Form 11-K
| | Form 20-F | | Form 10-Q and Form 10-QSB | | Form N-SAR
For the period ended May 31, 1998
| | Transition Report on Form 10-K and Form 10-KSB
| | Transition Report on Form 20-F
| | Transition Report on Form 11-K
| | Transition Report on Form 10-Q and Form 10-QSB
| | Transition Report on Form N-SAR
For the transition period ended ____________
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 notification relates: ___________________________
PART I
REGISTRANT INFORMATION
Full name of registrant: Adair International Oil and Gas, Inc.
Former name if applicable:
Address of principal
executive office: 3000 Richmond, Suite 100
City, State and Zip Code: Houston, Texas 77098
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PART II
RULE 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 appropriate box.)
|X| (a) The reasons described in 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
of Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
|X| (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, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
The Registrant's annual report on Form 10-KSB could not be filed within the
prescribed time period because the financial statements required to be prepared
by the Registrant's independent auditor have not been completed due to delays in
confirmations from attorneys and independent reserve reports of oil and gas
property especially for international properties.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Jalal Alghani (713) 621-8241
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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 fir 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
(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.
Explanation:
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The auditors presently anticipate that there will be a going concern
qualification. There have been operational losses which have previously been
reported on Form 10-QSB for the quarter ended February 28, 1998.
Exhibits
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1.1 Letter from Independent Accountant
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Adair International Oil and Gas, Inc.
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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 August 28, 1998 By /s/ Jalal Alghani
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Jalal Alghani
Chief Financial Officer
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Exhibit 1.1
[Letterhead of Braden, Bennink, Goldstein, Gazaway & Company, PLLC]
August 27, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
As independent auditors for Adair International Oil and Gas, Inc. for the
year ended May 31, 1998, we have endeavored, with the full cooperation of the
Company, to obtain the necessary information to meet the filing requirements of
Form 10-KSB, both as to form and timeliness. We will not have sufficient time
to complete our examination by the August 31,1998 required filing date of the
Company's Form 10-KSB. We have not received independent oil and gas reserve
reports from third parties on the Company's foreign reserves, nor have we
obtained all required confirmations. In addition, other matters regarding
the status of international oil and gas properties have not been fully
resolved. Because of these uncertainties, we cannot estimate the amount of
changes.
Very truly yours,
/s/ John A. Braden
