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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
______________________________
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FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: October 31, 1997 SEC File Number 000-22636
[ ] Transition Report on Form 10-K CUSIP Number 137642 20 3
[ ] 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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PART I - REGISTRANT INFORMATION
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CANMAX INC.
(Full Name of Registrant)
150 W. Carpenter Freeway
(Address of Principal Executive Office)
Irving, Texas 75039
(City and State) (Zip Code)
Registrant's telephone number including Area Code: (972) 541-1600
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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.)
(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 will be filed
on or before the fifteenth 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.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why the Form 10-K
could not be filed within the prescribed time period.
SEE ATTACHMENT III.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to
this notification:
WILLIAM L. RIVERS, ESQ. (214) 761-4357
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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 been
filed?
[ 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.
SEE ATTACHMENT IV(3)
CANMAX INC.
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(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 28, 1998 By: /s/ PHILLIP M. PARSONS
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Philip M. Parsons, Executive
Vice President and Chief
Financial Officer
ATTENTION
Intentional misstatements or omissions constitute Federal
Criminal Violations (see 18 U.S.C. 1001).
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ATTACHMENT III
TO
NOTIFICATION OF LATE FILING
OF FORM 10-K
FOR FISCAL YEAR ENDED OCTOBER 31, 1997
Management of the Registrant has been involved in the
negotiation of definitive agreements, and the completion of due
diligence, regarding the previously announced acquisition of
USCommunication Services, Inc., which is anticipated to close,
if at all, by January 31, 1998. The Registrant has limited
management resources, and has been unable to divert management
resources from the proposed acquisition to complete the
preparation of its Annual Report on Form 10-K for the fiscal
year ended October 31, 1997 ("Form 10-K"). As a result thereof,
the Registrant was unable to timely file its Form 10-K on
January 29, 1998. The Registrant represents that these reasons
could not be eliminated without unreasonable effort or expense.
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ATTACHMENT IV(3)
TO
NOTIFICATION OF LATE FILING
OF FORM 10-K
FOR FISCAL YEAR ENDED OCTOBER 31, 1997
For the fiscal year ended October 31, 1997, the Registrant
recorded revenues of $12.7 million, an increase of 4% over the
comparable period in 1996. For the fiscal year ended October 31,
1997, the Registrant reported net income of $87,000, or $.01 per
share, compared to net income of $143,000, or $.02 per share, for
the comparable period in 1996.
