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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
000-13966
CUSIP NUMBER
412 55A 103
(CHECK ONE): /X/Form 10-K / /Form 20-F / /Form 11-K
/ /Form 10-Q / /Form N-SAR
For Period Ended: December 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: . . . . .
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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
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Full Name of Registrant
Hariston Corporation
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Former Name if Applicable
Not Applicable <PAGE>
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Address of Principal Executive Office (Street and Number)
1500 West Georgia Street, Suite 1555
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City, State and Zip Code
Vancouver, British Columbia, Canada V6G 2Z6
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PART II -- RULES 12b-25(b) AND (c)
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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)
/x/ (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, 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
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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
period.
The registrant sold or discontinued substantially all
of its operations in 1997. As a result, substantially all of
the registrant's accounting and other personnel have
resigned or had their employment with the registrant
terminated. The registrant's Educorp Direct operations were
sold on December 19, 1997. At that time, the registrant s
HighText operations also became inactive and subsequently,
on February 13, 1998, substantially all of HighText s assets
were sold. <PAGE>
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Therefore, the registrant has experienced difficulties
in generating the financial statements and other information
to be contained in the Annual Report on Form 10-K for the
year ended December 31, 1997 ("Form 10-K") and is unable to
file the Form 10-K within the prescribed time period without
unreasonable effort or expense.
The Form 10-K will be filed on or before the fifteenth
day following the prescribed due date.
PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in
regard to this notification:
L. James Porter (604) 685-8514
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(Name) (Area Code)(Telephone Number)
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(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.
During the prior fiscal year, the registrant purchased
a new business and sold a business. During the current
fiscal year the registrant sold one of its remaining
businesses and discontinued the other. Thus, results of
operations for the current year will include an
approximately $1.3 million loss from discontinued operations
and an approximately $900,000 loss on disposal of<PAGE>
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operations, whereas in the prior year such losses were
approximately $3.9 million and $1.8 million, respectively.
There will be no revenues from continuing operations in
either year, as restated, versus revenues of approximately
$6.3 million in the prior year from businesses now
constituting discontinued operations. Additional
information concerning results of operations will be
provided in the registrant's Annual Report on Form 10-K for
the year ended December 31, 1997.
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Hariston Corporation
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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: March 31, 1998 By /s/ L. James Porter
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L. James Porter,
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 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(s) 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 <PAGE>
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identified as an amended notification.
5. Electronic Filers. This form shall not be sued 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 (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). <PAGE>
