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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[ ] Form 10-K [ ] Form 20F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For the Period Ended October 31, 1997.
[ ] 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 ________________
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: ARXA International Energy, INC.
Address of Principal 110 Cypress Station Drive, Suite 280
Executive Office: Houston, Texas 77090
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) [Section 23,047], 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 reasonable effort or expense;
[ ] (b) (i) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20F, 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
[X] (ii) 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.
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
The Company recently completed an acquisition of Phoenix Energy Group,
Inc. This acquisition has delayed the Company's preparation of financial
statements and related Form 10-QSB. Management believes that the Form 10-QSB
will be completed after December 15, 1997, but before December 20, 1997.
PART IV - OTHER INFORMATION
(1) Name and address of person to contact in regard to this
notification:
Dennis P. McGrath, Controller
110 Cypress Station Drive, Suite 280
Houston, TX 77090
Telephone: (281) 444-1088, x12
(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.
ARXA INTERNATIONAL ENERGY, INC. has caused this notification to
be signed on its behalf by the undersigned hereunto duly authorized.
Date: 12/15/97 By /s/ L. Craig Ford
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L. Craig Ford, President
