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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTICE OF LATE FILING
(Check One)
/X/ Form 10-K and Form 10-KSB / / Form 20F / / Form 11-K / / Form 10-Q and
Form 10-QSC / / Form N-SAR
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
/ / 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: ___.
PART I - REGISTRANT INFORMATION
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CORNUCOPIA RESOURCES LTD.
(Full name of Registrant)
COMMISSION FILE NUMBER 0-16778
SUITE 540 - 355 BURRARD STREET
VANCOUVER, BRITISH COLUMBIA
V6C 2G8
(Address of Principal Executive Office)
PART II - RULES 12b-25 (b) AND (c)
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(a) The reasons for this notification of late filing are outlined in Part
III.
(b) The subject Form 10-K cannot be filed without unreasonable effort and
expense by the Registrant by the required due date of March 31, 1999,
and the Registrant seeks relief pursuant to Rule 12b-25(b). The
Registrant's annual report on Form 10-K for the period ended December
31, 1998, will be filed on or before the fifteenth calendar day
following the prescribed due date.
(c) A letter from the Registrant's accountant's is attached as an Exhibit.
PART III - NARRATIVE
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On March 2, 1999, by way of disseminated news release and on March 15, 1999,
filed on report Form 8-K to the Securities and Exchange Commission, the
Registrant announced plans to undergo a major reorganization. Due to this
reorganization, the Registrant was not able to complete all required record
keeping, including the assessment and application of recognition in
the consolidated financial statements for the reorganization. As a result, the
Registrant's auditors have been unable to complete their audit and report on
the financial statements on a basis which would allow for the Form 10-K to be
finalized and filed electronically by the March 31, 1999 due date. The
Registrant has scheduled an audit committee meeting and board of directors
meeting for April 1, 1999 at which time the consolidated financial statements
and the auditors' report will be presented. The Registrant anticipates filing
the Form 10-K in advance of April 15, 1999. Accordingly, the Registrant has
requested an extension for 15 calendar days. See also letter dated March 29,
1999 from KPMG LLP attached as Exhibit 20.1.
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CORNUCOPIA RESOURCES LTD.
PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
GLENN H. FRIESEN Registrant's telephone number: (604) 687-0619
CHIEF FINANCIAL OFFICER Registrant's fax number: (604) 681-4170
CORNUCOPIA RESOURCES LTD.
#540 - 355 Burrard Street
Vancouver, B.C.
V6C 2G8
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or selection 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, identity report(s). Yes /x/ 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.
The Registrant has duly caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.
CORNUCOPIA RESOURCES LTD.
(Name of Registrant as specified in charter)
Date: March 29, 1999 By: /s/ Glenn H. Friesen
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Glenn H. Friesen
Chief Financial Officer
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Explanation of the anticipated change, both narratively and quantitatively,
in results of operations from the corresponding period for the last fiscal
year:
The results of operations to be reported in the Form 10-K for the fiscal year
ended December 31, 1998 were significantly different from the results of
operations for the year ended December 31, 1997 for two reasons. Firstly, a
write down of $16,000,000 was recorded in the year ended December 31, 1997
against the Mineral Ridge mine. No such write down was made in the year ended
December 31, 1998. Secondly, significant reduction in general and
administrative expenses will be reported in the fiscal year ended
December 31, 1998 as compared to the fiscal year ended December 31, 1997.
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Exhibit 20.1
Cornucopia Resources Ltd.
March 29, 1999
Ladies and Gentlemen
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25 to be filed by Cornucopia Resources Ltd. on or about
March 29, 1999, which contains notification of the registrant's inability to
file its Form 10-K by March 31, 1999. We have read the Company's statements
contained in Part III therein and we agree with the stated reasons as to why
we have been unable to complete our audit and report on the financial
statements for the year ended December 31, 1998, to be included in Form 10-K.
Yours very truly
(SIGNED) "KPMG LLP"
