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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, 1998 SEC File Number 0-22636
[ ] 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.)
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<S> <C> <C>
(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:
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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: February 1, 1999 By: /s/ Debra L. Burgess
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Debra L. Burgess, 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, 1998
The Registrant was unable to file, on January 29, 1999, its Annual
Report on Form 10-K for the fiscal year ended October 31, 1998 ("Form 10-K")
as a result of (a) the substantial changes to the description of Registrant's
business and presentation of financial information necessitated by the sale
of the Registrant's historic business operations on December 7, 1998, (b) the
restatement of financial information relating to the sold business for the
current period and prior periods as discontinued operations, and (c) the
coordination of the preparation and review of the Form 10-K between the
Registrant's current independent auditors and Ernst & Young, LLP, its former
independent auditors.
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ATTACHMENT IV(3)
TO
NOTIFICATION OF LATE FILING
OF FORM 10-K
FOR FISCAL YEAR ENDED OCTOBER 31, 1998
On January 30, 1998, the Registrant acquired USCommunications Services,
Inc. ("USC") and launched its operations in the telecommunications industry
(the "Telecommunications Business"). Effective May 27, 1998 the Registrant
rescinded the USC acquisition but continued its Telecommunications Business.
In December 1998, Registrant disposed of its retail automation software
business (the "Software Business"), which constituted its historic list of
business. Therefore, the financial information relating to the Software
Business will be reported as discontinued operations, and Registrant's
continuing operations will refer solely to the Telecommunications Business.
Because the Telecommunications Business was launched in January of 1998, the
Registrant is unable to compare results of continuing operations for the
years ended October 31, 1997 and 1998.
For the year ended October 31, 1998, Registrant had revenues from
continuing operations of $2,190,000, $710,000 of which were attributable to
revenues derived through USC, and $1,480,000 of which were derived from
revenues from Registrant's prepaid calling cards. The Registrant ceased
recognizing revenues of USC as of May 27, 1998.
Revenues from discontinued operations were $9,380,000 for the year ended
October 31, 1998, as compared to $12,736,000 for the comparable period on
1997.
For the year ended October 31, 1998, Registrant had total costs of
revenues relating to revenue from continuing operations of $3,554,000, of
which $1,119,000 was attributable to operations of USC and $2,435,000 was
attributable to Registrant's prepaid calling cards.
General and administrative costs attributable to continuing operations
excluding USC were $437,000 for the year ended October 31, 1998. These costs
were primarily comprised of management, accounting, legal and overhead
expenses.
Sales and marketing costs attributable to continuing operations
excluding USC were $389,000.
Interest and financing expenses attributable to continuing operations
were $155,000 for the year ended October 31, 1998. These expenses were
associated with $1.5 million of indebtedness outstanding under a loan
agreement that was entered into during the 1998 period.
On June 15, 1998, Registrant and USC signed an agreement effective May
27, 1998 to rescind the acquisition of USC Revenues, phone card cost of
revenues, and other expenses for the period from acquisition through
disposition, May 27, 1998 amounted to $709,525, $565,151 and $554,253,
respectively. Registrant recorded a loss on disposal of $1,155,385.
As a result of the foregoing, Registrant incurred a net loss from
continuing operations of $2,621,000 or $0.37 per share for the year ended
October 31, 1998.
