FRONTIER NATURAL GAS CORP
NT 10-K, 1997-04-01
CRUDE PETROLEUM & NATURAL GAS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                         Commission File Number 0-22782
                                               --------

(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 11-K 
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR

                       For Period Ended: December 31, 1996
                                        ------------------

[ ] Transition Report on Form 10-K and Form 10-KSB 
[ ] Transition Report on Form 20-F 
[ ] Transition  Report on Form 11-K 
[ ] Transition  Report on Form 10-Q and Form 10-QSB 
[ ] Transition Report on Form N-SAR

     For the Transition Period Ended:
                                     ----------------------

     Read Attached  Instruction  Sheet 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.

     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                 Frontier Natural Gas Corporation
                                    --------------------------------------------

Former Name if Applicable
                                    --------------------------------------------

Address of Principal Executive
 Offices (Street and Number)            500 Dallas, Suite 2920
                                    --------------------------------------------

City, State and Zip Code                Houston, Texas 77002
                                    --------------------------------------------
- - --------------------------------------------------------------------------------
                                     PART II
                             RULE 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,  10-KSB,  20-F,  11-K or Form 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,  10-QSB, 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.
<PAGE>
- - --------------------------------------------------------------------------------
                                    PART III
                                    NARRATIVE
- - --------------------------------------------------------------------------------
     State below in reasonable detail the reasons why Forms 10-K, 10-KSB,  11-K.
20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof could not
be filed within the prescribed time period. (Attach extra sheets if needed.)

     A key employee responsible for the preparation of the Company's Form 10-KSB
     did not relocate  when the Company moved its  corporate  headquarters  from
     Oklahoma City, Oklahoma to Houston,  Texas in September,  1996. As a result
     of the loss of such  key  employee  and the time  involved  in  hiring  and
     training  a  replacement,  combined  with  the  timing  of the move and the
     extensive  work  load  of  senior  management  in  the  period  immediately
     preceding  the filing  date,  the Company is unable to file Form 10-KSB for
     the year  ended  December  31,  1996 by the  prescribed  due  date  without
     unreasonable effort.
- - --------------------------------------------------------------------------------
                                     PART IV
                                OTHER INFORMATION
- - --------------------------------------------------------------------------------

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

         Stephen Stabile                713                        739-7100
     -----------------------        -----------               ------------------
             (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 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?
                                                                  [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.

              See attached.

- - --------------------------------------------------------------------------------

                        FRONTIER NATURAL GAS CORPORATION
                  --------------------------------------------
                  (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, 1997                      By  /s/ David W. Berry
    -------------------                      -----------------------------------
                                               David W. Berry, President

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).

                              GENERAL INSTRUCTIONS

1.   This form is required by Rule 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 the  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 is registered.
4.   Amendments to the  notification  must also be filed on Form 12b-25 but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amended notification.
<PAGE>
                            ATTACHMENT TO FORM 12b-25
                (Form 10-KSB for period ended December 31, 1996)


                        FRONTIER NATURAL GAS CORPORATION



Part IV
Other Information

(3)  The results of operations for the year ended December 31, 1996 are expected
     to vary  substantially  from the results reported by the Registrant for the
     same  period in 1995 as a result of the  disposal  of  various  oil and gas
     properties in Oklahoma,  a shift in the  company's  operations to emphasize
     the  development of new oil and gas properties in the Gulf Coast region and
     a write-down in the book value of certain  producing oil and gas properties
     and leasehold interests. Because of such reduction in revenues and increase
     in  costs,  the  Registrant  expects  to  report a loss for the  period  of
     approximately $5.0 million.


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