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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
of
FORM 10-K
For Period Ended: December 31, 1996
Elephant & Castle Group, Inc.
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(Name of Registrant)
856 Homer Street
Vancouver, B.C. CANADA V6B 2W5
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(Address of principal executive officers) (Zip Code)
1-12134
(Commission File Number)
CUSIP Number 286199-10-4
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Nothing in this form shall be construed to imply
that the Commission has verified any information
contained herein.
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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.)
(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 on Form 10-K or portion
thereof will be filed on or before the fifteenth
(15th) 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 Form 10-K could not be
filed within the prescribed period.
The Registrant is unable to file timely due to a change in its
principal executive officer, which was made in March of 1998 and which
requires a fresh review of certain text material. Results of operations
for the full year have been released. There is no material change.
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Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
D. David Cohen, Esq. (516) 933-1700
Rick Bryant, Chief Financial Officer (604) 684-6451
Dan DeBou, Chief Accounting Officer (604) 684-6451
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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 the answer is no, identify such
reports.
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 [ ] No [X]
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.
Not Applicable
Elephant & Castle Group, Inc. has caused this notification to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: March 26, 1998 By: /s/ Dan DeBou
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Name: Dan DeBou
Title: Chief Accounting Officer
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