UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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: DECEMBER 31, 2001
/ / 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
FOR THE TRANSITION PERIOD ENDED:
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READ INSTRUCTION (ON BACK PAGE) 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
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
ESENJAY EXPLORATION, INC.
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FULL NAME OF REGISTRANT
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FORMER NAME IF APPLICABLE
500 N. WATER STREET, SUITE #1100
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)
CORPUS CHRISTI, TEXAS 78471
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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, 11-K or Form N-SAR, or portion thereof, /X/ will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report of 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.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Form 10-KSB could not be filed within the prescribed period. This was due to
delays in year-end closing and audit work caused by the timing, staffing, and
work required from administrative and accounting staff of the Company to assist
with due diligence work conducted by Santos Americas and Europe Corporation and
its affiliates and advisors in conjunction with the tender offer for the common
stock of the Company announced March 18, 2002. The Company anticipates the Form
10-KSB will be timely filed prior to the expiration of the fifteen day extension
period.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
DAVID B. CHRISTOFFERSON 713 739-7100
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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 report(s) 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.
Primary variances in the results of operations for the twelve month period ended
December 31, 2001 anticipated to be reported, as contrasted with the twelve
month period ended December 30, 2000, are as follows:
o Total revenues in 2001 are estimated to increase approximately $7.0 million
as contrasted with total 2000 revenues.
o The primary component of the total revenue increase in 2001 is an increase
of approximately $6.9 million in gain on sale of assets.
o Total costs and expenses in 2001 are anticipated to decrease approximately
$1.5 million.
o It is estimated that the year 2001 income before provision for income taxes
and extraordinary gain will increase from a reported loss for the year 2000
of approximately $8.7 million to a reported loss in the year 2001 estimated
to be approximately $0.2 million.
o There is no extraordinary gain in 2001 as contrasted with a $1,126,034
extraordinary gain in 2000.
o There is estimated to be a provision for income tax of approximately $0.3
million in 2001 as contrasted with none in 2000. This is attributable to
alternative minimum tax associated with gain on sale of assets incurred in
the fourth quarter of 2001.
All above anticipated changes are estimates and are subject to completion of the
final audited results of operations for the period ended December 31, 2001.
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ESENJAY EXPLORATION, INC.
(Name of Registrant as Specified in Charter) has caused this
notification to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: APRIL 2, 2002 By: /s/ DAVID CHRISTOFFERSON
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Senior Vice 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).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-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 O-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 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 notifications 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.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (Section 232.201 or Section 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section
232.13(b) of this chapter).