SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 333-42162
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, 2000
/ / 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:
PART I -- REGISTRANT INFORMATION
VHS NETWORK, INC.
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Full Name of Registrant
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Former Name if Applicable
301-5170 DIXIE ROAD
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Address of Principal Executive Office (Street and Number)
MISSISSAUGA, ONTARIO, CANADA L4W 1E3
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City, State and Zip Code
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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)
/X/ (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, 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
/X/ (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 Registrant is waiting for its auditors to receive responses and third party
confirmations to complete its review of the Registrant's financial statements
for the period ended December 31, 2000.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Elwin Cathcart 905 238-9398
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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?
/ / Yes /X/ 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.
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PART V - EXHIBITS
A copy of the auditors' letter is attached hereto as an exhibit 1.
VHS NETWORK, 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
hereunto duly authorized.
Date March 30, 2001 /s/ Elwin Cathcart
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Elwin Cathcart
Chief Executive Officer
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).
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).
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Exhibit 1
POHL, McNABOLA, BERG & COMPANY, LLP
Consultants & Certified Public Accountants
Pier 17
San Francisco, CA 94111
REPORT OF INDEPENDENT ACCOUNTANT
VHS Network, Inc.
5170 Dixie Road, Suite 301
Mississauga, ON
Canada
Attn.: Mr. Elwin Cathcart
RE: VHS Network, Inc.
Dear Mr. Cathcart:
Please be advised that we are not able to complete our audit of your financial
statements to permit you to complete and file your Form 10-KSB for the year
ended December 31, 2000 inasmuch as we are not yet in receipt of certain third
party confirmations and audit responses. However, we anticipate that such
information will be received shortly which will permit us to complete our audit
by the second week of April 2001.
We understand that you will include this statement in the Notification of Late
Filing under Rule 12b-25 which you are filing with the Securities and Exchange
Commission and we hereby consent to such inclusion.
Sincerely,
By: /s/ Pohl, McNabola, Berg & Company, LLP
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POHL, McNABOLA, BERG & COMPANY, LLP
San Francisco, California
March 29, 2001