SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 0-14905
NOTIFICATION OF LATE FILING
(Check One):
|X| Form 10-K |_| Form 11-K |_| Form 20-F |_| 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: ____________________
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:
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PART I
REGISTRANT INFORMATION
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
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Full Name of Registrant
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Former Name if Applicable
444 Madison Avenue, Suite 3203
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Address of Principal Executive Office (Street and Number)
New York, NY 10022
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City, State and Zip Code
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 appropriate box.)
|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, 20-F, 11-K or 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, 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 Form 10-K, 11-K, 20-F, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Developments subsequent to the end of the Registrant's fiscal year ended
December 31, 1997, have caused the Registrant to incur delays in the
completion of its financial statements for such fiscal year and other
disclosures required by Form 10-K. Consequently, the Registrant's
Independent Auditors are unable to furnish their required opinion on or
before March 31, 1998.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Denis J. Fitzpatrick 212 688-3333
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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 answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operation for
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 last fiscal year, the Company incurred significant increases in
non-cash costs associated with the issuance of debt and unrealized losses
on marketable securities which, when coupled with a corresponding decline
in revenues during the last fiscal year, is expected to result in a
significant increase in the Company's net loss for the year-ended December
31, 1997, as compared to the corresponding period in 1996.
AMERICAN INTERNATIONAL PETROLEUM 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 30, 1997 By /s/ Denis J. Fitzpatrick
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Name: Denis J. Fitzpatrick
Title: 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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations. (See 18 U.S.C. 1001)
Hein & Associates, LLP
5075 Westheimer
Suite 970
Houston, Texas 77056
March 30, 1997
Mr. Denis Fitzpatrick
American International Petroleum Corporation
55 Waugh Drive, Suite 606
Houston, Texas 77007
Dear Mr. Fitzpatrick:
You have furnished us with a copy of your "Notification of Late Filing" on Form
12b-25, dated March 30, 1997.
We are in agreement with the comments under Part III of the Form 12b-25 with
respect to the reasons why we are unable to furnish our report on the
consolidated financial statements of American International Petroleum
Corporation and its subsidiaries on or before the date the Form 10-K of American
International Petroleum Corporation of the year ended December 31, 1997 is
required to be filed.
Your very truly,
/s/ Hein & Associates, LLP
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Hein & Associates, LLP
