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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTIFICATION OF LATE FILING
SEC File Number 0-28204
CUSIP Number 983941-10-5
(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ X ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
Form the Transition Period Ended:
Read 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
XAVIER CORPORATION
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Full Name of Registrant
XAVIER MINES LIMITED/XAVIER MERGER CORPORATION
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Former Name if Applicable
1600 Smith Street, Suite 4700
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Address of Principal Executive Office (Street and Number)
Houston, Texas 77002
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City, State and Zip Code
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 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, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, 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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form
10-KSB, 11-K, 20-F, 10-Q and Form 10-QSB, N-SAR, or the transition report or
portion thereof, could not be filed within the prescribed period.
The Registrant's business is conducted principally in Russia and
various other republics of the former Soviet Union, and the Registrant may
from time to time experience delays or difficulties in obtaining appropriate
documentation from its customers and suppliers to support the accounting
treatment of certain items. The Registrant is currently awaiting such
supporting documentation for several significant expenses incurred during the
fiscal quarter ended June 30, 1996, and the Registrant expects to receive such
documentation in time to permit the filing of its 10-Q for such quarter by
August 19, 1996.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
Robert S. Parsons (713) 652-5111
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(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 reports) been filed? If 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.
For the quarter ended June 30, 1996, the Company incurred a net loss of
$9,216,000, compared to a net loss of $168,000 in the second quarter of 1995.
The increase in the net loss is in part attributable to: (i) a non-recurring
litigation settlement of $4.1 million; (ii) unusually high legal and accounting
fees, including $1.1 million associated with the above cited litigation and the
Registrant's recently filed registration statement on F1orm S-4 and; (iii) the
write-off of a $1.16 million pre-paid commitment fee and a $1.0 million
prepayment for financial advisory services that were not performed.
Additionally, lease operating expenses billed by the Company's Russian partner
in its West Siberian concessions were substantially greater in the quarter
ended June 30, 1996 than lease operating costs billed in the quarter ended June
30, 1995. Lastly, G&A expense was significantly higher in the quarter ended
June 30, 1996 compared to the quarter ended June 30,1995, primarily because
the scope and scale of the Company's operations increased and because the
Company had to account for its share of Bandera's (the Company's 54.5% owned
subsidiary that was purchased in July, 1995) net operating loss and of the
amortization of Bandera's assets written up to their fair market value in
connection with the Company's acquisition.
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XAVIER CORPORATION
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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: August 14, 1996
By /s/ Robert S. Parsons
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Vice President and Chief Financial Officer
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