PEASE OIL & GAS CO /CO/
NT 10-Q, 1995-08-14
CRUDE PETROLEUM & NATURAL GAS
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                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                         
                                    FORM 12b-25
                                         
                            NOTIFICATION OF LATE FILING

                                                              SEC FILE NUMBER
                                                                      0-6580

                                                                 CUSIP NUMBER
                                                                 705019 40 4
(Check One:) / / Form 10-K / / Form 20-F / / Form 11-K
                 /X/  Form 10-Q / / Form N-SAR

          For Period Ended:  June 30, 1995

          /  / 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:

PART I -- REGISTRANT INFORMATION

Full Name of Registrant

          PEASE OIL AND GAS COMPANY

Former Name if Applicable

Address of Principal Executive Office (State and Number)

          751 Horizon Court, Suite 203, Grand Junction, Colorado 81506

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 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 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 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.

         The Company is in the process of filing a registration statement with
the SEC (File No. 33-94536) of which comments on the initial filing were
received on August 11, 1995.  The Company needs additional time to
incorporate the SEC's comments into the June 30, 1995 10-QSB.

PART IV -- OTHER INFORMATION

(1)       Name and telephone number of person to contact in regard to this
          notification

          PATRICK J. DUNCAN          970            245-5917
          (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 Invest-
          ment 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

(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 narra-
          tively and quantitatively, and, if appropriate, state the reasons
          why a reasonable estimate of the results cannot be made.

          

-----------------------------------------------------------------

                              PEASE OIL AND GAS COMPANY
                    (Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

                                          /s/ Patrick J. Duncan
Date  August 11, 1995              By---------------------------
                                           Patrick J. Duncan,
                                           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 repre-
sentative (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
              INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
                  FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

                                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 complected 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 dif-
          ficulties.  Filers unable to submit a report within the time period
          prescribed due to difficulties in electronic filing should comply
          with either Rule 201 or 202 of Regulation S-T (Section 232.201 or
          Section 232.202 of this chapter) or apply for an adjustment in
          filing date pursuant to Rule 13(b) of Regulation S-T (Section
          232.13(b) of this chapter).


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