UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number: 3235-0058
Expires: January 31, 2002
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-31112
(Check One): -----------------------------
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| | Form 10-K and Form 10-KSB |_| Form 20-F |X|
Form 11-K |_| Form 10-Q and Form 10-QSB CUSIP NUMBER
|_| Form N-SAR 23R104
For Period Ended: May 31, 2002 -----------------------------
[ ] 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 Attached 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.
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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
VHQ Entertainment Inc.
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Full Name of Registrant
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Former Name if Applicable
6201 - 46th Avenue
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Address of Principal Executive Office (Street and Number)
Red Deer, Alberta T4N 6Z1 Canada
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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.
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 period. (ATTACH EXTRA SHEETS IF NEEDED)
The Registrant has been focusing its efforts on its operations and will be
unable to complete the report by the due date.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Craig A. Stoner 303 777-3737
(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 the 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.
The Registrant's net loss for the year ended May 31, 2002, according to Canadian
GAAP, was $2,349,289 compared to a net loss of $2,813,521 for the previous
fiscal year.
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VHQ Entertainment 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: December 3, 2002 By /s/ TREVOR M. HILLMAN
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Trevor M. Hillman, 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).
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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 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of the 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 (ss.232.201 or ss.232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(ss.232.13(b) of this chapter).