SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: April 30, 1998 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 quarterly report 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>
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PART III - NARRATIVE
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State below in reasonable detail the reasons why the Form 10-Q
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: June 15, 1998 By: /s/ ROGER D. BRYANT
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Roger D. Bryant, President,
Chief Executive Officer and
Acting 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-Q
FOR FISCAL QUARTER ENDED APRIL 30, 1998
Management of the Registrant has been involved in the
negotiation of definitive agreements to effect the rescission of
the Registrant's acquisition of USCommunication Services, Inc.
("USC"). Registrant acquired USC on January 30, 1998 pursuant to
the terms of an Agreement and Plan of Merger, and the rescission
of the acquisition was consummated on June 15, 1998. The
Registrant has limited management resources and has been unable
to divert management resources from the rescission transaction to
enable it to complete the preparation of its Quarterly Report on
Form 10-Q for the fiscal Quarter Ended April 30, 1998 (the "Form
10-Q"). As a result thereof, the Registrant was unable to timely
file its Form 10-Q on June 15, 1998. The Registrant represents
that these reasons could not be eliminated without unreasonable
effort or expense.
<PAGE>
ATTACHMENT IV(3)
TO
NOTIFICATION OF LATE FILING
OF FORM 10-Q
FOR FISCAL YEAR ENDED APRIL 30, 1998
For the three-month period ended April 30, 1998, management
expects that the Registrant will report revenues of approximately
$3.21 million as compared to revenues of $3.76 million over the
comparable period in 1997. For the three-month period ended
April 30, 1998, management expects that the Registrant will
report a net loss of approximately $643,000, or $.08 per share,
compared to net income of $301,000, or $.06 per share, for the
comparable period in 1997.
