UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - ------------------------ OMB APPROVAL - ------------------------ OMB Number: 3235-0058 Expires: March 31, 2006 Estimated average burden hours per response..2.50 - ------------------------ - ------------------------ SEC FILE NUMBER 000-14096 - ------------------------ - ------------------------ CUSIP NUMBER 345458 30 1 - ------------------------ FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR [ ]Form N-CSR For Period Ended: March 31, 2004 [ ] 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: _____________________________ - -------------------------------------------------------------------------------- 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. 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 Foreland Corporation - -------------------------------------------------------------------------------- Full Name of Registrant n/a - -------------------------------------------------------------------------------- Former Name if Applicable 2201 Civic Center, Suite 1014 - -------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Amarillo, Texas 79109 - -------------------------------------------------------------------------------- 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; [ ] (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, 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, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. For several months, the Company has not had the financial or administrative resources to prepare the information required to maintain its periodic reporting requirements. The Company has recently arranged financing and is now in the process of completing its year-end audit and the subsequent interim financial information necessary to prepare this quarterly report. PART IV -- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification James R. Kruse 801 531-7090 ----------------------------------------------------------------------- (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). [ ] Yes [X] No The Company's annual reports on Form 10-KSB for the years ended December 31, 2002 and 2003, and quarterly reports on Form 10-QSB for the quarters ended March 31, 2003, June 30, 2003, and September 30, 2003, were not filed because of the lack of financial and administrative resources. (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 accounting necessary to provide a reasonable estimate has not been completed. - -------------------------------------------------------------------------------- Foreland Corporation ------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 18, 2004 By /s/ Bruce C. Decker ----------------------------- Bruce C. Decker, President