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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number: 2-73871
(Check one)
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For the period ended February 28, 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 quarterly report on Form 10-QSB could not be filed
within the prescribed time period because the Company's independent auditor is
unable to timely assist the Company in preparing the Form 10-QSB because of the
time demands on the independent auditor in connection with the federal income
tax deadline of April 15, 1998 related to time commitments of the Company's
independent auditor not related to the Company.
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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 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
(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
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.
Exhibits
1. Letter from independent auditor.
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ADAIR INTERNATIONAL OIL AND GAS, INC.
(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 13, 1998 By /s/ Jalal Alghani
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Jalal Alghani
Director and Chief Financial Officer
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To the Board of Directors
Adair International Oil and Gas, Inc.
Our firm is unable to timely assist Adair International Oil and Gas,
Inc. in preparing Form 10-QSB for the Company's quarter ended February 28, 1998
because of the time demands on our firm in connection with the federal income
tax deadline of April 15, 1998 related to other clients of our firm.
/s/ Kenneth Shilson & Associates, P.C.
Houston, Texas
April 13, 1998
