<PAGE>   1
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                      ------------------------------------
 
                                  FORM 10-KSB
 
(Mark One)
               [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended September 30, 1996
                                       OR
             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           Commission File No 0-27070
 
                              VENTURE SEISMIC LTD.
                 (Name of small business issuer in its charter)
 
<TABLE>
<S>                                           <C>
               ALBERTA, CANADA                                     N/A
       (State or other jurisdiction of             (I.R.S. Employer Identification No.)
        incorporation or organization)
             3110-80 AVENUE S.E.
               CALGARY, ALBERTA                                  T2C 1J3
   (Address of principal executive offices)                     (Zip Code)
</TABLE>
 
                   ISSUER'S TELEPHONE NUMBER: (403) 777-9070
                      ------------------------------------
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                           COMMON STOCK, NO PAR VALUE
                             (Title of each class)
 
     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. 
Yes [X] No [ ]
 
     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best or registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
 
     Issuer's revenues for its most recent fiscal year were $14,146,971.
 
     As of December 18, 1996, there were outstanding 3,097,683 shares of the
registrant's common stock no par value, which is the only class of common or
voting stock of the registrant. As of that date, the aggregate market value of
the shares of common stock or voting stock held by non-affiliates of the
registrant (based on the last sales price for the common stock on the NASDAQ
National Market System on December 18, 1996) was approximately $7,580,000.
 
     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
================================================================================
<PAGE>   2
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
                                    PART III
 
<TABLE>
<S>           <C>                                    <C>
Item 9.       Directors, Executive Officers,
              Promoters and Control Persons;
              Compliance with Section 16(a) of
              the Exchange Act                        To be included in the Proxy
Item 10.      Executive Compensation                  Statement to be filed pursuant
Item 11.      Security Ownership of Certain           to Regulation 14A not later than
              Beneficial Owners and Management        120 days after the end of the
Item 12.      Certain Relationships and Related       Registrant's fiscal year.
              Transactions
</TABLE>
 
                                            
                                            
                                            
                                            
                                            

























                                       2
<PAGE>   3
     This report contains certain forward-looking statements that involve risks
and uncertainties. Actual results could differ from those anticipated due to a
number of factors including the capital intensive nature of the Company's
business and its need for additional funds for operations and debt service
requirements, fluctuations in operating results, dependence upon principal
customers and on the activity of the oil and gas industry, risks associated with
international operations and regulatory, competitive and contractual risks.
 
                                     PART I
 
ITEM 1.  BUSINESS
 
OVERVIEW
 
     Venture Seismic Ltd. ("Venture" or "the Company") is a provider of seismic
data to oil and gas companies, primarily in North America. Seismic data enables
oil and gas companies to evaluate the earth's subsurface to determine the
potential of a hydrocarbon bearing structure and assist oil and gas companies in
determining the size and structure of previously identified oil and gas fields.
The seismic data is obtained by using an energy source, such as dynamite or
vibroseis units, to send acoustic energy deep into the earth's subsurface. As
these acoustic signals reflect off different subsurface structures their
reflection time can be measured by an array of small motion sensitive
transducers, called geophones, placed at specific intervals on the earth's
surface. The resulting electrical signals are then amplified, converted into
digital form and relayed to a central recording unit for storage on magnetic
tape. The data can then be processed by high powered computers to generate a
visual image of the earth's subsurface. Seismic data has been used historically
to determine drilling locations for potential oil and gas wells and more
recently it is being increasingly used in reservoir management for the
development and production of oil and gas reserves.
 
     Until recently the majority of seismic data acquisition had been
2-dimensional ("2D") in nature, where a line of geophones captured information
to generate a 2-dimensional image of the earth's subsurface structure
immediately below the geophones. In recent years there has been a significant
increase in the demand for 3-dimensional ("3D") surveys. In a 3-dimensional
survey multiple lines of geophones are combined with multiple energy sources to
generate a 3-dimensional ("3D") image of the earth's subsurface structure. As
advances have occurred in computing power, surveying techniques, geophone
systems, recording technology and acquisition techniques the industry is
undergoing a dramatic shift from 2D data acquisition to 3D data acquisition.
More comprehensive information provided by 3D surveys allows oil and gas
companies to evaluate the potential for the existence of hydrocarbon reserves
with a much higher degree of accuracy. The use of 3D surveys can significantly
increase drilling success rates and reduce the occurrence of costly dry holes
thereby lowering the cost of exploring for oil and gas. While 3D provides more
comprehensive information the cost of a 3D survey is also much greater than 2D
surveys. As a result 2D surveys remain more cost efficient for preliminary,
reconnaissance type exploratory evaluations.
 
SEISMIC OPERATIONS
 
     The Company currently operates nine land and transition zone crews in North
America; six crews in Western Canada and three crews in the Southern United
States. Channel capacity of its crews in Canada is approximately 3,100 channels
and channel capacity in the United States is approximately 1,900 channels. Three
of the Company's Canadian crews and one of the United States crews employ both
24 bit technology and telemetry transmission to transmit the seismic data from
the remote acquisition modules to the central recording unit. The telemetry
technology permit the Company to operate efficiently in marsh/swamp areas,
rivers/lakes and transition zones. The majority of data acquisition equipment
operated in North America uses cables to transmit data and these systems do not
operate as efficiently in wetland areas as do telemetry systems. Currently the
Company is the sole provider of telemetry technology in Western Canada.
 
     During fiscal 1996 one of the Company's Canadian telemetry systems was
mobilized to Pakistan and the Company performed its first project outside
continental North America. This project was completed in September 1996 and the
equipment has been returned to the Canadian marketplace.
 
                                        3
<PAGE>   4
 
     Also in December 1996 the Company acquired a set of vibroseis units. This
gave the Company, for the first time the capability of performing vibroseis
projects. The Company estimates that vibroseis projects currently account for
approximately 25% of the seismic data acquisition market in Western Canada.
 
CONTRACTS AND SIGNIFICANT CUSTOMERS
 
     Contracts for seismic data can be conducted on a turnkey or term basis or a
combination of the two. Turnkey projects are based on a fixed fee and the
Company bears substantially all of the risk of business interruption caused by
bad weather or other hazards. Turnkey projects can be more profitable to the
Company where the Company understands the cost variables associated with a
particular contract and is able to minimize productivity risk. Currently
approximately 70% of the Company's projects are conducted on a turnkey or
turnkey combined with term basis. Under the terms of the Company's contracts the
oil and gas company retain proprietary rights for the data collected by the
seismic survey.
 
     The Company markets its services to approximately 100 oil and gas companies
in Canada and approximately 50 in the United States.
 
     During fiscal 1994, 1995 and 1996, two, three and two customers each
accounted for in excess of 10% of the Company's revenues and in fiscal 1995 and
1996 the same customer accounted for 43% and 54% of the revenues respectively.
Although the projects performed by the Company were generally short term, the
inability to replace significant customers would cause the Company's revenues
and operating results to fluctuate significantly from period to period, and the
loss of certain customers would have a material adverse impact on its business.
Because of the limited number of data acquisition crews owned by the Company,
and thus the limited number of data acquisition crews that the Company is able
to deploy at any given time, the Company anticipates that a substantial portion
of future revenues will continue to be attributable to a few customers, who may
change from time to time.
 

COMPETITION
 
     The seismic data acquisition industry is highly competitive and is
characterized by constantly evolving technology and significant capital
requirements for new equipment. There are approximately 50 to 60 data
acquisition companies in North America and contracts are generally awarded to
geophysical services companies on the basis of technology, price, performance,
safety record, dependability, reputation and crew availability. The seismic data
acquisition services industry is highly competitive and several of the Company's
competitors are substantially larger than the Company, have longer operating
histories, greater financial and technical resources and larger sales volumes
than the Company.
 
WEATHER, PRODUCTIVITY AND SEASONALITY OF OPERATIONS
 
     The majority of the Company's operations are conducted under varied weather
conditions and difficult terrain, both of which could result in equipment
failures, accidents, or loss of productivity. Fixed costs, including costs
associated with operating leases, labor costs, depreciation and interest expense
account for a substantial portion of the Company's costs and expenses. As a
result downtime or low productivity resulting from reduced demand, equipment
failures, weather interruptions or otherwise, can result in significant
operating losses. The Company's operations have traditionally been highly
seasonal, with the majority of the demand for its services occurring from
November to March. The seasonality of the Company's operations is
 
                                        4
<PAGE>   5
 
primarily because oil and gas companies prefer delaying exploration activities
in Western Canada until the ground is frozen.
 
     The Company believes that the addition of telemetry technology has lessened
the risks associated with weather, low productivity and seasonality due to
diversified operating capabilities of the equipment. In addition the expansion
of operations into the United States will reduce the effect of the seasonality
associated with Canadian operations. On June 12, 1996 the Company completed the
acquisition of Boone Geophysical, Inc. ("Boone"). This acquisition consisted of
the operating assets of Boone, a seismic acquisition contractor operating in the
south eastern United States. This acquisition will assist the Company in
expanding its operations in the United States.
 
     In 1996 the Company completed an international project in Pakistan however
as a result of a loss incurred from this project the Company is refocusing on
the Canadian and U.S. markets and is not currently marketing its services
internationally.
 
SUPPLIERS
 
     The Company expects it will continue to be required to upgrade its seismic
data acquisition equipment to incorporate technological advances. The Company
obtains its seismic data acquisition equipment from a few select vendors, and in
the case of its telemetry based data acquisition systems, from a sole source
Sercel-Opseis Inc. The Company does not have long term supply contracts with any
of its suppliers and purchases its equipment on a purchase order basis. No
assurance can be given that shortages will not occur in the future or that the
sole or limited sources will be able to support the equipment requirements of
the Company. In addition there can be no assurance that the Company will not
experience delays or other supply problems that may materially adversely affect
the Company's operations or that the Company will be able to obtain suppliers in
a timely manner in the event of an increase in demand of its services. The
inability to obtain seismic data acquisition equipment as required, or to
develop alternative sources as required in the future, could materially
adversely affect the Company's business, operating results and financial
condition.
 
EMPLOYEES
 
     The number of persons employed by the Company at any given time is highly
dependent upon the time of year and availability of seismic data acquisition
projects, and typically ranges from 40 to 250 people. Although the Company does
maintain a core staff of 15 to 20 people who perform a variety of administrative
and management services, the number of additional persons employed is a function
of on-going work.
 
     None of the Company's employees are covered by collective bargaining
agreements. The Company has not experienced any work stoppages and considers its
relations with employees to be good. The Company has employment contracts with
five of its senior corporate executives.
 
EXECUTIVE OFFICERS
 
     The executive officers of the Company are as follows:
 
<TABLE>
<CAPTION>
                 NAME               AGE                          POSITION
    ------------------------------  ---     --------------------------------------------------
    <S>                             <C>     <C>
    Brian W. Kozun................  36      President and Chief Executive Officer
    Gregory B. Wiebe..............  39      Vice President Finance and Chief Financial Officer
    P. Daniel McArthur............  35      Chief Operating Officer
    James W. Stenhouse............  48      Vice President Operations
</TABLE>
 
     Brian Kozun has been President and Chief Executive Officer of the Company
since April 1992. Mr. Kozun was one of the founding shareholders of the Company
and served as the Company's Vice President - Field Operations and Vice President
- Survey Operations from 1985 to 1992. From 1983 to 1985 Mr. Kozun served in
various field positions with Sefel Geophysical Ltd., a geophysical company. Mr.
Kozun has been involved in the geophysical services industry for more than 16
years.
 
                                        5
<PAGE>   6
 
     Greg Wiebe joined the Company as Chief Financial Officer in August 1994.
From September 1991 to July 1994, Mr. Wiebe served as Vice President - Finance
and Chief Financial Officer of Dion Entertainment Corp., a gaming services
management company. From 1981 to 1991, Mr. Wiebe was a member of KPMG Peat
Marwick Thorne, a public accounting firm, progressing from a staff accountant to
a senior manager during this period. Mr. Wiebe is a chartered accountant.
 
     Dan McArthur has served as Chief Operating Officer since August 1994. From
1989 to 1994, Mr. McArthur served as a marketing manager and operations
supervisor for Solid State Geophysical Inc., a geophysical company, and was
appointed Vice President, International Operations in June 1992. From 1981 to
1988, he was employed by Sonics Exploration Ltd., a geophysical company, in
various field management positions, onshore and offshore in Canada, the United
States and the Caribbean.
 
     Jim Stenhouse has served as Vice President - Operations of the Company
since August 1994. From November 1987 until August 1994, he served as Marketing
Manager and crew supervisor of the Company. From April 1987 until November 1987,
Mr. Stenhouse served as Sales Manager of Vantage Inc. a company specializing in
van conversions and mobility products for the disabled. Mr. Stenhouse served as
both an observer and crew manager at Norcana Geophysical Services Ltd., a
geophysical company, from July 1980 until April 1987.
 
ITEM 2.  DESCRIPTION OF PROPERTY
 
     The Company leases administrative and warehouse facilities in Calgary,
Alberta, Canada and Huntsville, Texas. The corporate office facilities and
warehouse space in Calgary consist of approximately 13,000 square feet under a
five year lease expiring December 31, 2000 with a monthly rental of
approximately $5,000. The Company also leases approximately 3,000 square feet of
administrative and warehouse facilities in Huntsville, Texas at a monthly cost
of $1,500.
 
ITEM 3.  LEGAL PROCEEDINGS
 
     From time to time the Company and its subsidiaries are defendants or
parties in lawsuits or other proceedings arising in the ordinary course of the
Company's business. The Company is not aware of any proceedings which it deems
to be potentially material.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     None
 
                                    PART II
 
ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
         STOCKHOLDER MATTERS
 
     The Company's Common Stock began trading on the Nasdaq Stock Market under
the symbol "VSEIF" on November 7, 1995 and began trading on the Nasdaq National
Market on November 22, 1995. The following table sets forth, for the periods
indicated, the high and low closing sale prices for the Company's common stock
as reported by Nasdaq.
 
<TABLE>
<CAPTION>
                                                                               HIGH       LOW
                                                                               -----     -----
<S>                                                                            <C>       <C>
Fiscal Year ended September 30, 1996
  November 7 through December 31.............................................  $6.50     $4.50
  January 1 through March 31.................................................  $6.12     $3.75
  April 1 through June 30....................................................  $6.00     $4.00
  July 1 through September 30................................................  $4.62     $2.88
</TABLE>
 
     On December 18, 1996 the last sales for the Common Stock was $3.69 and
there was approximately 35 record holders of the Company's Common Stock.
 
                                        6
<PAGE>   7
 
DIVIDENDS
 
     The Company did not pay any dividends during 1996 or 1995 and it intends to
retain all earnings, if any, for use in the expansion of the Company's business.
The declaration and payment of future dividends, if any, will be at the sole
discretion of the Board of Directors and will depend upon the Company's
profitability, financial condition, cash requirements, future prospects and
other factors deemed relevant by the Board of Directors.
 
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS
 
     The following table sets forth certain financial data as a percentage of
revenue for the fiscal years indicated:
 
<TABLE>
<CAPTION>
                                                                   FISCAL YEAR ENDED SEPTEMBER
                                                                               30,
                                                                  -----------------------------
                                                                  1996        1995        1994
                                                                  -----       -----       -----
<S>                                                               <C>         <C>         <C>
Revenue.........................................................    100%        100%        100%
                                                                   ----        ----        ----
Direct expenses.................................................   84.8        71.0        77.9
Gross margin....................................................   15.2        29.0        22.1
General and administrative......................................    9.5         8.7         6.1
Depreciation and amortization...................................   10.7         9.5         2.9
Interest........................................................    2.2         3.1         0.6
Other income (expense)..........................................     --         0.3         1.2
Income (loss) before income taxes...............................   (7.2)        8.0        13.7
Income taxes....................................................    2.5         3.4         6.3
Net income (loss)...............................................   (4.7)        4.6         7.4
</TABLE>
 
RESULTS OF OPERATIONS
 
     Revenue increased by 50% to $14,146,971 in fiscal 1996 from $9,458,452 in
1995 which represents a 36% increase over revenues of $6,972,345 in 1994. The
increase in revenue between 1996 and 1995 was due to the following factors: a
greater number of seismic crews utilized (six in 1996 compared to five in 1995);
the acquisition of vibroseis units which enabled Venture to participate in this
segment of the industry for the first time, the acquisition of Boone
Geophysical, Inc. ("Boone") in June 1996, and the Company's participation in its
first foreign contract ("the Pakistan project") outside of North America. The
acquisition of Boone and the Pakistan project generated revenue of $1,178,367
and $1,593,825, respectively, in fiscal 1996 representing 59% of the increase.
Comparing fiscal 1994 and 1995, higher revenue resulted from the acquisition of
new equipment and the commensurate increase in the number of seismic data
acquisition systems owned or leased by the Company from four to five.
 
     Venture's direct expenses, which consist primarily of labor, drilling and
surveying costs, totaled $11,991,236 in fiscal 1996, $6,713,181 in 1995 and
$5,428,108 in 1994. These amounts reflect the Company's increasing level of
activity over the past three years, and significant costs associated with the
Pakistan operation in 1996. Overall gross margins were 15.2% in 1996, 29.0% in
1995 and 22.1% in 1994. The decrease in gross margin between 1996 and 1995 is
primarily due to a loss on the Pakistan project of $703,851, reduced margins on
Canadian based operations due to poor weather conditions in the first and second
quarters of fiscal 1996 and the temporary leasing of equipment to ensure
customer demands were met during the second quarter of fiscal 1996. The increase
in gross margin percentage between 1995 and 1994 resulted from increased
activity which diminished the effect of the fixed cost component of direct
costs, as well as a greater number of three-dimensional seismic projects which
generate higher margins than two-dimensional projects. Also 1994 direct expenses
included the cost of leasing a data acquisition system.
 
     The write down for impairment in capital assets of $100,000 in fiscal 1996
relates to the estimated realizable value on sale of capital equipment purchased
locally for the Pakistan project. With completion of
 
                                        7
<PAGE>   8
 
the project, and a determination by the Company not to pursue additional
contracts in Pakistan at this time, certain of the equipment purchased will be
sold locally since transport of the equipment to the Company's North American
markets is not economical.
 
     General and administrative expenses totaled $1,342,082 in fiscal 1996,
$825,193 in 1995 and $428,169 in 1994. The 1996 amount includes the Company's
increased marketing activities outside of Western Canada, additional personnel
costs related to the expansion of operations and the costs associated with
Venture's public company status. The increase in fiscal 1995 is mainly
attributable to the addition of management personnel to direct the Company's
expansion in North America and other international areas, as well as general
costs associated with structuring and preparing the Company for its initial
public offering early in fiscal 1996. The amount recorded in fiscal 1995 does
not reflect a compensation charge of $212,692 or $0.15 per share in connection
with the estimated fair value on transfer of common shares from an officer and
principal shareholder to another officer of the Company. The compensation charge
would have been required to comply with generally accepted accounting principles
in the United States.
 
     In fiscal 1996, 1995 and 1994 respectively, depreciation and amortization
totaled $1,513,247, $901,896 and $200,635. The increase between 1995 and 1996
reflects substantial additions to fixed assets that occurred during the period
July 1994 to July 1996. During this time, four digital telemetry data
acquisition systems, one set of vibroseis units and additional auxiliary
equipment were purchased. In the fiscal 1996 total, Venture amortized $51,440 of
goodwill related to the acquisition of Boone Geophysical, Inc. in June 1996.
Annual amortization of goodwill is expected to be approximately $154,000.
 
     Interest expense has increased from $44,742 in fiscal 1994 to $290,115 in
1995 and $327,931 in 1996. These costs have risen due to increased debt
associated with the Company's equipment purchases.
 
     The loss before income taxes of $1,022,158 has resulted in a recovery of
previously paid income taxes and a reduction in deferred income taxes. A
reconciliation of actual income tax expense as compared to expected income taxes
is provided in Note 11 of the consolidated financial statements.
 
     In fiscal 1996 the Company recorded a loss of $664,699 or $0.23 per share
as compared to net income of $436,306 or $0.31 per share in fiscal 1995 and
$515,617, or $0.38 per share, in fiscal 1994. The loss in 1996 primarily
reflects a loss on the Company's Pakistan project, costs incurred to expand its
North American operations and reduced margins associated with its Canadian based
operations. The Company has refocused its marketing and operational efforts to
the North American market and has increased personnel and equipment in
anticipation of increased demand. The decrease between fiscal 1994 and 1995
occurred due to higher general and administrative expenses, interest and
depreciation and amortization.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     At September 30, 1996 the Company had a working capital deficit of $700,720
which included an aggregate of $1,684,630 relating to the current portion of
long term debt and amounts outstanding under the Company's operating line of
credit. The Company maintains an operating line of credit which provides for an
aggregate of approximately $900,000 in advances, subject to the Company's
overall working capital position and accounts receivable. Borrowings under the
operating line are payable on demand and bear interest at the bank's prime rate
plus 0.75%. As at September 30, 1996 the Company was not in compliance with the
covenant relating to the maintenance of a working capital ratio of not less than
1:1 however the Company has subsequently requested and received a waiver from
the bank provided the Company is in compliance with the working capital covenant
by March 31, 1997.
 
     In addition to the operating line of credit and the current portion of long
term debt the Company had long term debt consisting of a capital loan and
equipment financing of $2,356,060 at September 30, 1996. Subsequent to September
30, 1996 the Company entered into an agreement whereby approximately $1,265,000
in additional funding was provided for the acquisition of additional equipment
and the Company's existing capital loan and equipment financing was refinanced
under a new capital loan (the "new capital loan"). This refinancing, which was
completed on December 20, 1996 resulted in a new capital loan of approximately
$5,140,000 ($7,000,000 Canadian). The
 
                                        8
<PAGE>   9
new capital loan bears interest at the lender's cost of funds plus 3.00% (which,
based on the lender's cost of funds at December 15, 1996 was 6.522% and is
repayable in monthly installments of approximately $103,000 plus interest over a
four year period beginning January 1997. The new capital loan is secured by all
of the Company's equipment. Subsequent to September 30, 1996 the Company entered
into an agreement to purchase one telemetry data acquisition system, one set of
vibroseis units and additional auxiliary equipment with an aggregate purchase
price of approximately $1,300,000. In addition the Company has entered into a
"lease to purchase" agreement for a second telemetry data acquisition system
whereby the Company can exercise a purchase option on April 30, 1997 with credit
being given for a portion of the lease payments incurred during the period
November 1, 1996 to April 30, 1997. The Company expects that additional
financing will have to be obtained to exercise the purchase option for the
equipment. No other significant capital expenditures are expected at this time
in fiscal 1997.
 
     In November and December 1995 the Company received net proceeds of
approximately $6,900,000 in connection with the Company's initial public
offering. These funds were primarily used to acquire additional capital
equipment and to fund the acquisition of Boone in June 1996. Capital
expenditures and the cost of the Boone acquisition aggregated approximately
$7,600,000. In accordance with the terms of the Boone acquisition agreement the
payment of $50,000 in cash and the issuance of $100,000 of common shares has
been deferred with payment to occur in three installments in fiscal 1997.
 
     Net operating cash flows provided by operating activities amounted to
$192,292, $1,960,267 and $564,005 in fiscal 1996, 1995 and 1994, respectively.
The decrease in operating cash flow in fiscal 1996 from fiscal 1995 is primarily
attributable to the loss incurred in 1996 and the reduction in non-cash working
capital. The increase in operating cash in fiscal 1995 as compared to fiscal
1994 reflects increased activity in fiscal 1995 which resulted in increased cash
generated from operations and increases in non-cash working capital.
 
     Net cash provided by financing activities in fiscal 1996 of $7,455,317 is
primarily attributable to proceeds from the Company's initial public offering
and increased debt levels. Net cash from financing activities in fiscal 1995 of
$509,306 and $2,809,263 in fiscal 1994 is primarily attributable to increased
debt levels.
 
     Cash used in investing activities of $7,647,609 in fiscal 1996 results from
capital equipment expenditures of $5,891,181 and the acquisition of Boone at a
cost of $1,756,428. Capital equipment purchases in fiscal 1996 include a set of
vibroseis units and three data acquisition systems. Cash used in investing
activities of $2,469,573 in fiscal 1995 and $3,373,268 in fiscal 1994 is
primarily attributable to the purchase of capital equipment.
 
     The Company will require satisfactory operating cash flows to continue
operations, complete capital expenditures and meet its principal and interest
obligations with respect to the new capital loan. The Company anticipates, based
on its current plans and assumptions, that the funds provided by the refinancing
and the funds expected to be generated from operations will be sufficient to
satisfy the Company's existing cash requirements in fiscal 1997. However, the
Company's ability to meet its debt service and other obligations depends on its
future performance which is subject to general economic conditions, oil and gas
commodity prices and other business factors beyond the Company's control. If the
Company is unable to generate sufficient cash flow from operations or to comply
with the terms of the new capital loan it may be required to refinance all or a
portion of its existing debt or to obtain additional financing, although there
can be no assurance that the Company will be able to obtain such refinancing or
additional financing.
 
IMPACT OF INFLATION AND CHANGING PRICES
 
     The general availability of seismic equipment and crews and the level of
exploration activity in the oil and gas industry directly affects the cost of
providing seismic data. The pricing of the Company's services is primarily a
function of these factors. The Company does not believe inflationary trends have
had any significant impact on its financial operating results for the three
years ended September 30, 1996.
 
                                        9
<PAGE>   10
 
ITEM 7.  FINANCIAL STATEMENTS
 
     The response to this item is included in a separate section of this report.
See Index to Consolidated Financial Statements on Page F-1.
 
ITEM 8.  CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE
 
     None
 
                                    PART III
 
     Item 9 "Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act"; Item 10 "Executive
Compensation"; item 11 "Security Ownership of Certain Beneficial Owners and
Management"; Item 12 "Certain Relationships and Related Transactions" will be
included in and incorporated by reference from the Registrant's proxy statement
for its fiscal year ended September 30, 1996 to be filed pursuant to Regulation
14A within 120 days after the end of its fiscal year.
 
                                       10
<PAGE>   11
 
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
 
(A) EXHIBITS
 
<TABLE>
<C>        <S>
   3.1     Articles of Incorporation of the Registrant and Certificates of Amendment
           thereto(1)
   3.2     By-laws of the Registrant(1)
   4.1     Revised Form of Warrant Agreement(1)
   4.2     Revised Form of Underwriter's Warrant(1)
  10.1     Debenture issued by Registrant to Roynat Inc. dated July 19, 1995 and the
           amendments thereto dated September 6, 1995 and September 19, 1995.(1)
  10.3     Priorities Agreement between Province of Alberta Treasury Branches, Roynat Inc.,
           and Registrant, dated July 25, 1995.(1)
  10.4     Buy-Back Agreement between Opseis Inc., Roynat Inc. and Registrant, dated July 25,
           1995.(1)
  10.5     Agreement to Assign Life Insurance between Brian Kozun, Registrant and Roynat Inc.
           dated July 19, 1995.(1)
  10.6     Outline of Credit between Registrant and Province of Alberta Treasury Branches,
           dated June 21, 1995.(1)
  10.7     Waiver letter from Alberta Treasury Branches, dated August 18, 1995.(1)
  10.8     Representative Agreement between Registrant and S. Antonio Velarde, dated July 1,
           1995.(1)
  10.9     Joint Venture Agreement, and amendment thereto, between Registrant and Aguasuelos
           Ingenieria, C.A. dated March 17, 1995 and English translation thereto.(1)
  10.10    1995 Stock Option Plan(1)
  10.11    Employment Agreement between Registrant and Brian Kozun dated September 14,
           1995(1)
  10.12    Employment Agreement between Registrant and P. Daniel McArthur dated July 11,
           1994, Clarification and Amendment Agreement effective as of July 11, 1994,
           Novation Agreement, dated June 28, 1995 and Waiver letter dated September 8,
           1995(1)
  10.13    Form of Indemnity Agreement(1)
  10.14    Lease between Registrant and BRL Corporation, dated September 2, 1994(1)
  10.15    Revised Form of Consulting Agreement between the Registrant and the Underwriter(1)
  10.16    Representative Agreement between the Registrant and Geotrex, dated July 1, 1995(1)
  10.17    Memorandum of Understanding between Registrant and Shiv-Vani Drilling Limited,
           dated February 28, 1995(1)
  10.18    Lease between Registrant and Opseis, Inc. dated September 27, 1995(1)
  10.20    Securities Purchase Agreement dated as of May 31, 1996 between Registrant, Boone
           Geophysical, Inc. and Lynn Boone(2)
  10.21    Promissory note dated as of June 20, 1996 between the Registrant and Opseis,
           Inc.(3)
  10.22    Debenture issued by the Registrant dated December 6, 1996
  27       Financial Data Schedule
</TABLE>
 
---------------
 
(1) Incorporated by reference from Registrant's Registration Statement on Form
     SB-2 (File No. 33-97132) declared effective on November 6, 1995
 
(2) Incorporated by reference to the Registrant's Form 8-K dated June 12, 1996
 
(3) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for the quarter ended June 30, 1996
 
(B) REPORTS ON FORM 8-K
 
     A Form 8-K report was filed on June 12, 1996 with respect to the
acquisition of Boone Geophysical, Inc. effective June 1, 1996.
 
                                       11
<PAGE>   12
 
                              VENTURE SEISMIC LTD.
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                                                                                     <C>
Report of Independent Chartered Accountants...........................................  F-2
Consolidated Balance Sheets, September 30, 1996 and September 30, 1995................  F-3
Consolidated Statements of Income and Retained Earnings for the Years Ended
  September 30, 1996, September 30, 1995 and September 30, 1994.......................  F-4
Consolidated Statements of Cash Flows for the Years Ended September 30,1996,
  September 30, 1995 and September 30, 1994...........................................  F-5
Notes to Consolidated Financial Statements............................................  F-6
</TABLE>
 
                                       F-1
<PAGE>   13
 
                                AUDITORS' REPORT
 
To the Shareholders of
  VENTURE SEISMIC LTD.
 
     We have audited the consolidated balance sheets of Venture Seismic Ltd. as
at September 30, 1996 and 1995 and the consolidated statements of income and
retained earnings and cash flows for each of the years in the three year period
ended September 30, 1996. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
     We conducted out audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
 
     In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the company as at September 30,
1996 and 1995 and the results of its operations and the changes in its financial
position for each of the years in the three year period ended September 30, 1996
in accordance with accounting principles generally accepted in Canada.
 
Calgary, Canada                                                /s/ ERNST & YOUNG
December 4, 1996                                           Chartered Accountants
 
                                       F-2
<PAGE>   14
 
                              VENTURE SEISMIC LTD.
 
                          CONSOLIDATED BALANCE SHEETS
                               (IN U.S. DOLLARS)
           (INCORPORATED UNDER THE ALBERTA BUSINESS CORPORATIONS ACT)
 
<TABLE>
<CAPTION>
                                                                       AS AT SEPTEMBER 30
                                                                    -------------------------
                                                                       1996           1995
                                                                    ----------     ----------
<S>                                                                 <C>            <C>
ASSETS
CURRENT
Accounts receivable (note 6)......................................  $2,644,659     $1,420,599
Other receivables.................................................     127,706         35,712
Income taxes recoverable..........................................     430,975             --
Work-in-progress..................................................     381,273         58,760
Current portion of advances to shareholders (note 2)..............       7,342          7,399
Prepaid expenses and deposits.....................................     156,678        385,442
                                                                    -----------    -----------
                                                                     3,748,633      1,907,912
ADVANCES TO SHAREHOLDERS (note 2).................................      14,684         22,197
DEFERRED INCOME TAXES.............................................      63,875             --
CAPITAL ASSETS (notes 4, 7 and 16(a)).............................   9,614,265      5,071,686
INTANGIBLE ASSETS (note 5)........................................   1,491,783             --
                                                                    -----------    -----------
                                                                    14,933,240      7,001,795
                                                                    ===========    ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Bank indebtedness (note 6)........................................     164,630        373,081
Accounts payable and accrued liabilities..........................   2,764,723      1,598,435
Income taxes payable..............................................          --          7,374
Current portion of long term debt (note 7)........................   1,520,000        836,775
                                                                    -----------    -----------
                                                                     4,449,353      2,815,665
                                                                    -----------    -----------
LONG TERM DEBT (note 7)...........................................   2,356,060      2,440,594
                                                                    -----------    -----------
DEFERRED INCOME TAXES.............................................          --        454,323
                                                                    -----------    -----------
COMMITMENTS (note 8)
SHAREHOLDERS' EQUITY
Share capital (note 9)............................................   7,539,902        131,671
Retained earnings.................................................     494,843      1,159,542
Cumulative translation adjustment.................................      93,082             --
                                                                    -----------    -----------
                                                                     8,127,827      1,291,213
                                                                    -----------    -----------
                                                                    14,933,240      7,001,795
                                                                    ===========    ===========
</TABLE>
 
On behalf of the Board:
 
<TABLE>
<S>                                             <C>
               /s/ BRIAN KOZUN                                /s/ DAN MCARTHUR
                  Director                                        Director
</TABLE>
 
                             See accompanying notes
 
                                       F-3
<PAGE>   15
 
                              VENTURE SEISMIC LTD.
 
                       CONSOLIDATED STATEMENTS OF INCOME
                             AND RETAINED EARNINGS
                               (IN U.S. DOLLARS)
 
<TABLE>
<CAPTION>
                                                              YEAR ENDED SEPTEMBER 30
                                                      ----------------------------------------
                                                         1996           1995           1994
                                                      ----------     ----------     ----------
<S>                                                   <C>            <C>            <C>
REVENUE.............................................  $14,146,971    $9,458,452     $6,972,345
DIRECT EXPENSES (note 3)............................   11,991,236     6,713,181      5,428,108
                                                      -----------    ----------     ----------
GROSS MARGIN........................................    2,155,735     2,745,271      1,544,237
                                                      -----------    ----------     ----------
OTHER INCOME (EXPENSE)
Gain (loss) on sale of capital assets...............           --         9,466         89,714
Write-down for impairment of assets.................     (100,000)           --             --
Interest and other..................................      105,367        18,510         (4,820)
                                                      -----------    ----------     ----------
                                                            5,367        27,976         84,894
                                                      -----------    ----------     ----------
                                                        2,161,102     2,773,247      1,629,131
                                                      -----------    ----------     ----------
OTHER EXPENSES
General and administrative..........................    1,342,082       825,193        428,169
Depreciation and amortization.......................    1,513,247       901,896        200,635
Interest (note 10)..................................      327,931       290,115         44,742
                                                      -----------    ----------     ----------
                                                        3,183,260     2,017,204        673,546
                                                      -----------    ----------     ----------
INCOME (LOSS) BEFORE INCOME TAXES...................   (1,022,158)      756,043        955,585
                                                      -----------    ----------     ----------
INCOME TAXES (note 11)
  Current (recovery)................................     (293,732)      174,317        227,366
  Deferred..........................................      (63,727)      145,420        212,602
                                                      -----------    ----------     ----------
                                                         (357,459)      319,737        439,968
                                                      -----------    ----------     ----------
NET INCOME (LOSS) FOR THE YEAR......................     (664,699)      436,306        515,617
RETAINED EARNINGS, BEGINNING OF YEAR................    1,159,542       723,236        207,619
                                                      -----------    ----------     ----------
RETAINED EARNINGS, END OF YEAR......................      494,843     1,159,542        723,236
                                                      ===========    ==========     ==========
NET INCOME (LOSS) PER COMMON SHARE (note 9)
  Basic.............................................         (.23)          .31            .38
  Fully diluted.....................................         (.23)          .31            .37
</TABLE>
 
                             See accompanying notes
 
                                       F-4
<PAGE>   16
 
                              VENTURE SEISMIC LTD.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (IN U.S. DOLLARS)
 
<TABLE>
<CAPTION>
                                                              YEAR ENDED SEPTEMBER 30
                                                      ----------------------------------------
                                                         1996           1995           1994
                                                      ----------     ----------     ----------
<S>                                                   <C>            <C>            <C>
OPERATING ACTIVITIES
Net income (loss) for the year......................  $ (664,699)    $  436,306     $  515,617
Items not involving cash
  Depreciation and amortization.....................   1,513,247        901,896        200,635
  Deferred income taxes.............................     (63,727)       145,420        212,602
  Gain on sale of capital assets....................          --         (9,466)       (89,714)
  Write-down for impairment of assets...............     100,000             --             --
Cumulative translation adjustment...................     139,335             --             --
Net change in non-cash working capital (note 13)....    (831,864)       486,111       (275,135)
                                                      -----------    -----------    -----------
                                                         192,292      1,960,267        564,005
                                                      -----------    -----------    -----------
FINANCING ACTIVITIES
Proceeds on issuance of shares......................   6,907,507             --         49,856
Increase in long term debt..........................     598,691      1,042,440      2,216,370
Advance from related company........................          --             --         59,849
Advance to shareholders.............................       7,570          7,334        (36,930)
Increase (decrease) in bank indebtedness............    (208,451)      (309,015)       520,118
Net change in non-cash working capital (note 13)....     150,000       (231,453)            --
                                                      -----------    -----------    -----------
                                                       7,455,317        509,306      2,809,263
                                                      -----------    -----------    -----------
INVESTING ACTIVITIES
Purchase of capital assets..........................  (5,891,181)    (2,479,039)    (3,789,518)
Acquisition of Boone Geophysical, Inc. (note 5).....  (1,756,428)            --             --
Proceeds on sale of fixed assets....................          --          9,466        416,250
                                                      -----------    -----------    -----------
                                                      (7,647,609)    (2,469,573)    (3,373,268)
                                                      ===========    ===========    ===========
INCREASE IN CASH FOR THE YEAR.......................          --             --             --
                                                      ===========    ===========    ===========
CASH, BEGINNING AND END OF YEAR.....................          --             --             --
                                                      ===========    ===========    ===========
</TABLE>
 
                             See accompanying notes
 
                                       F-5
<PAGE>   17
 
                              VENTURE SEISMIC LTD.
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (IN U.S. DOLLARS)
 
                               SEPTEMBER 30, 1996
 
1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
     These consolidated financial statements of the Company are expressed in
U.S. dollars and have been prepared in accordance with accounting principles
generally accepted in Canada, consistently applied. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates and approximations which have been made using careful judgment.
The consolidated financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below.
 
CONSOLIDATION
 
     The consolidated financial statements include the accounts of Venture
Seismic Ltd. and its wholly-owned U.S. subsidiaries, Venture Seismic Inc.
(Texas) and Boone Geophysical, Inc. All significant intercompany transactions
have been eliminated.
 
CAPITAL ASSETS
 
     Capital assets are recorded at cost. Depreciation is provided on a
declining balance basis to amortize the cost of the assets over their estimated
economic useful lives as follows:
 
<TABLE>
                <S>                                                   <C>
                Recording equipment.................................  15% - 30%
                Equipment and radios................................     25%
                Computer equipment..................................     30%
                Automotive equipment................................     30%
                Furniture and fixtures..............................     20%
</TABLE>
 
     When capital assets are sold or scrapped, the cost of the asset and related
accumulated depreciation are removed from the accounts and any resulting gain or
loss on disposal is reflected in income.
 
INTANGIBLE ASSETS
 
     Intangible assets consist of the excess purchase of net assets acquired and
is amortized on a straight-line basis over ten years from the date of
acquisition.
 
REVENUE RECOGNITION
 
     The Company recognizes revenue on contracts using the
percentage-of-completion method, based primarily on contract costs incurred to
date compared with total estimated contract costs to be incurred. Changes to
total estimated contract costs and full provision for losses, if any, are
recognized in the period they are determined.
 
INCOME TAXES
 
     The Company follows the deferral method of tax allocation in accounting for
income taxes under which the income tax provision is based on the income
reported in the accounts. Under this method, provision is made for income taxes
deferred principally as a result of claiming depreciation and recognizing
revenue for tax purposes at amounts that differ from those provided in the
accounts.
 
                                       F-6
<PAGE>   18
 
                              VENTURE SEISMIC LTD.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               (IN U.S. DOLLARS)
                               SEPTEMBER 30, 1996
 
FOREIGN CURRENCY TRANSLATION
 
     The Company's functional (measurement) currency is the Canadian dollar. It
translates foreign currency transactions into Canadian dollars using average
exchange rates for the year for items included in the consolidated income
statement, year end exchange rates for monetary assets and liabilities and
historical rates for non-monetary assets and liabilities. Translation gains or
losses are included in income for the year.
 
     The Company has selected U.S. dollars as its currency for financial
reporting and display purposes and accordingly applies the current rate method
to translate its accounts measured in Canadian dollars to U.S. dollars. Under
this method, average exchange rates are used for items included in the
consolidated income statement and year end exchange rates for the assets and
liabilities. Any significant gains or losses are included in a cumulative
translation adjustment account as a separate component of shareholders' equity.
 
NEW ACCOUNTING PRONOUNCEMENTS
 
     In March 1995 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 establishing standards for the impairment
of long-lived assets. This statement requires that long-lived assets be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying value of an asset may not realizable. The Company adopted Statement No.
121 effective September 30, 1996 and determined that there was no material
effect from this change in accounting method.
 
     In October 1995 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 which provides for alternative methods
for recording stock-based compensation and requires additional disclosure of the
effect on net income and earnings per share of accounting for the value of stock
options as compensation expense. The Company is required to adopt Statement No.
123 for its fiscal year ending September 30, 1997 but has not yet determined the
effect, if any, adoption will have on its financial statement disclosure.
 
2.   ADVANCES TO SHAREHOLDERS
 
     Advances to shareholders are non-interest bearing and are repayable in
annual instalments of $7,342 ($10,000 Canadian) with 18,462 common shares of the
Company pledged as collateral against the advances.
 
3.   RELATED PARTY TRANSACTIONS
 
     During fiscal 1994 the Company rented seismic equipment and purchased
equipment from 300498 Alberta Ltd. ("300498"), a company owned 50% by the
President of the Company, for $100,395 and for $326,536, respectively.
 
                                       F-7
<PAGE>   19
 
                              VENTURE SEISMIC LTD.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               (IN U.S. DOLLARS)
                               SEPTEMBER 30, 1996
 
4.   CAPITAL ASSETS
 
<TABLE>
<CAPTION>
                                                   1996                           1995
                                        --------------------------     --------------------------
                                                       ACCUMULATED                    ACCUMULATED
                                           COST        DEPRECIATION       COST        DEPRECIATION
                                        ----------     -----------     ----------     -----------
    <S>                                 <C>            <C>             <C>            <C>
    Recording equipment...............  $11,124,043    $ 2,302,653     $5,572,338     $ 1,152,545
    Equipment and radios..............      778,577        388,862        644,596         284,037
    Automotive equipment..............      733,338        389,848        557,586         295,846
    Computer equipment................       57,929         30,408         34,480          19,821
    Furniture and fixtures............       50,502         18,353         30,018          15,083
                                        -----------    -----------     -----------    -----------
                                        12,744,389       3,130,124      6,839,018       1,767,332
                                        -----------    -----------     -----------    -----------
    Net Book Value....................          9,614,265                      5,071,686
                                                ----------                     ----------
                                                ----------                     ----------
</TABLE>
 
5.   ACQUISITION OF BOONE GEOPHYSICAL, INC.
 
     Effective June 1, 1996 the Company acquired all of the outstanding shares
of Boone Geophysical, Inc. for an aggregate purchase price of $1,806,428
consisting of $1,250,000 in cash, $500,000 of Venture common shares and $56,428
of direct acquisition costs. The payment of $50,000 in cash and the issuance of
$100,000 of common shares has, in accordance with the term of the acquisition
agreement, been deferred with payment to occur in three instalments by June 1,
1997. The assigned fair value of net assets acquired is:
 
<TABLE>
    <S>                                                                            <C>
    Capital assets...............................................................  $ 213,205
    Excess of cost over net tangible assets acquired, assigned to goodwill.......  1,543,223
                                                                                   ----------
                                                                                   1,756,428
    Cash.........................................................................     50,000
                                                                                   ----------
                                                                                   1,806,428
                                                                                   ==========
</TABLE>
 
     The following unaudited condensed proforma statement of operations presents
the consolidated results of operations for the year ended September 30, 1996 as
if the purchase had occurred on October 1, 1995. The proforma results are not
necessarily indicative of the financial results that might have occurred had the
transaction actually taken place on October 1, 1995, or the future results of
operations.
 
<TABLE>
    <S>                                                                           <C>
    Revenue.....................................................................  $16,400,000
    Net loss for the year.......................................................     (634,000)
    Net loss per common share...................................................         (.22)
</TABLE>
 
6.   BANK INDEBTEDNESS
 
     The bank operating loan is repayable on demand, with interest payable at
the Alberta Treasury Branch prime rate plus .75% per annum.
 
     A general assignment of book debts has been pledged as collateral for the
bank operating loan.
 
     The loan agreement between Venture Seismic Ltd. and the bank contains
certain restrictive covenants with respect to maintenance of certain financial
ratios and to changes in share ownership. As at September 30,
 
                                       F-8
<PAGE>   20
 
                              VENTURE SEISMIC LTD.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               (IN U.S. DOLLARS)
                               SEPTEMBER 30, 1996
 
1996, the Company was not in compliance with the covenant relating to the
maintenance of certain financial ratios. However, the Company has subsequently
requested and received a waiver from the bank.
 
7.   LONG TERM DEBT
 
<TABLE>
<CAPTION>
                                                                       1996           1995
                                                                    ----------     ----------
<S>                                                                 <C>            <C>
Capital loan, bearing interest at the lender's cost of funds plus
  3.25% and repayable in monthly instalments of $68,831 ($93,750
  Canadian), due September 15, 1999...............................  $2,409,094     $3,277,369
Equipment purchase contract, bearing interest at 8%, repayable in
  monthly instalments of $91,000, comprised of principal and
  interest, due June 15, 1997.....................................     795,528             --
Equipment lease purchase contracts, bearing interest at 22%,
  repayable in monthly instalments of $71,613, comprised of
  principal and interest, due December 31, 1996...................     671,438             --
                                                                    ----------     ----------
                                                                     3,876,060      3,277,369
Less current portion..............................................  (1,520,000)      (836,775)
                                                                    ----------     ----------
                                                                     2,356,060      2,440,594
                                                                    ==========     ==========
</TABLE>
 
     A general security agreement on equipment and a fixed charge on certain
equipment have been pledged as collateral for the capital loan. Specific seismic
equipment has been pledged as collateral for the equipment purchase contract and
the equipment lease purchase contract (see note 16(a)).
 
     Principal repayments, based on the refinancing as described in note 16(a),
are as follows:
 
<TABLE>
              <S>                                                        <C>
              1997.....................................................  $1,520,000
              1998.....................................................   1,236,000
              1999.....................................................   1,120,060
                                                                         ---------
                                                                          3,876,060
                                                                         =========
</TABLE>
 
8.   COMMITMENTS
 
     The Company has entered into several operating lease agreements for
automotive equipment and office premises, with the following required payments:
 
<TABLE>
                <S>                                                     <C>
                1997..................................................  $224,000
                1998..................................................   123,000
                1999..................................................    47,000
                2000..................................................    10,000
                                                                         -------
                                                                         404,000
                                                                         =======
</TABLE>
 
     The Company had lease expenses of $300,000, $316,368, and $221,067 included
in income for the years ended September 30, 1996, 1995 and 1994, respectively.
 
                                       F-9
<PAGE>   21
 
                              VENTURE SEISMIC LTD.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               (IN U.S. DOLLARS)
                               SEPTEMBER 30, 1996
 
9.   SHARE CAPITAL
 
A)  SHARE REORGANIZATION
 
     On August 23, 1995, at the special annual meeting of the shareholders of
the Company, the shareholders approved a share consolidation of the existing
share capital from 4,550,000 common shares to 1,400,000 common shares. These
financial statements reflect the effect of the share reorganization as though it
had occurred at the Company's inception.
 
B)  AUTHORIZED
 
     The Company's authorized share capital consists of an unlimited number of
common and preferred shares.
 
C)  ISSUED
 
<TABLE>
<CAPTION>
                                                                               COMMON
                                                                       ----------------------
                                                                        NUMBER       AMOUNT
                                                                       --------     ---------
<S>                                                                    <C>          <C>
Balance at September 30, 1994 and September 30, 1995.................  1,400,000    $ 131,671
Issued for cash......................................................  1,604,050    7,008,231
Issued on acquisition of Boone Geophysical, Inc. (see note 5)........     93,633      400,000
                                                                       ---------    ----------
Balance at September 30, 1996........................................  3,097,683    7,539,902
                                                                       =========    ==========
</TABLE>
 
     The shares issued for cash are net of share issue costs totalling
$1,640,148. Of the $731,500 of income tax benefit associated with these share
issue costs, $500,724 has been recorded in the share capital account. The
remaining benefit of $230,776 will be recognized in the accounts when realized.
 
D)  STOCK OPTIONS (NOTE 16(B))
 
     In fiscal 1995, the Company established the 1995 Stock Option Plan ("the
Option Plan") whereby up to 250,000 common shares are available for purchase by
directors, officers, employees and consultants.
 
     Under the option plan, the options granted are contingent upon continued
employment and are exercisable on a cumulative basis over a vesting period of
three years. There are 198,500 options outstanding to purchase common shares at
an exercise price of $5.00, of which 99,250 options are fully vested. These
options expire on September 14, 2005.
 
E)  WARRANTS AND UNDERWRITER OPTION
 
     In fiscal 1996 the Company completed its initial public offering. As part
of this public offering the Company issued 1,610,000 warrants. The warrants,
which expire on November 7, 2000, unless redeemed earlier by the Company,
entitle the holder to purchase one common share at a price of $6.00. The Company
also granted the Underwriter an option to purchase 140,000 common shares at
$8.25 per share and 140,000 warrants ("Underwriter warrants") at $0.165 per
warrant. The Underwriter warrants expire on November 7, 2000 and entitle the
holder to purchase one common share at $7.00. As part of an investor relations
service agreement, the Company has agreed to issue 100,000 warrants to purchase
100,000 common shares at an exercise price of $5.25. Of these warrants 60,000
are exercisable over a four year period commencing October 27, 1996 and 40,000
are exercisable over a three year period commencing October 27, 1997.
 
                                      F-10
<PAGE>   22
 
                              VENTURE SEISMIC LTD.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               (IN U.S. DOLLARS)
                               SEPTEMBER 30, 1996
 
10. INTEREST EXPENSE
 
<TABLE>
<CAPTION>
                                                                1996         1995        1994
                                                              --------     --------     -------
    <S>                                                       <C>          <C>          <C>
    Short-term bank indebtedness............................  $ 72,965     $ 68,940     $27,240
    Long-term debt..........................................   254,966      221,175      17,502
                                                              --------     --------     -------
                                                               327,931      290,115      44,742
                                                              ========     ========     =======
</TABLE>
 
11. INCOME TAXES
 
     Income tax expense varies from the amounts that would be computed by
applying the combined Canadian federal and provincial income tax rate for each
of the periods due to the following differences:
 
<TABLE>
<CAPTION>
                                                              1996          1995         1994
                                                            ---------     --------     --------
<S>                                                         <C>           <C>          <C>
Corporate tax rate........................................      44.6%       44.48%       44.34%
                                                            ---------     --------     --------
Provision for income taxes at statutory tax rate..........  $(455,882)    $336,290     $423,706
Increase (decrease) in income taxes due to:
  Difference between rate of accumulation on deferred
     income taxes and statutory rate......................         --           --       30,000
  Small business deduction................................         --      (37,000)     (37,000)
  Loss of subsidiary company not recognized...............     47,000           --           --
  Non-taxable portion of capital gain.....................         --           --      (14,000)
  Non-deductible expenses.................................     39,000       22,000       41,000
  Other...................................................     12,423       (1,553)      (3,738)
                                                            ---------     --------     --------
                                                             (357,459)     319,737      439,968
                                                            =========     ========     ========
</TABLE>
 
12. MAJOR CUSTOMERS AND GEOGRAPHIC INFORMATION
 
     The Company operates in only one business segment, contract seismic data
acquisition services. Revenue from individual customers representing 10% or more
of revenue were:
 
<TABLE>
<CAPTION>
                                                                         1996     1995     1994
                                                                         ----     ----     ----
    <S>                                                                  <C>      <C>      <C>
    Customer A.........................................................   54%      43%       --
    Customer B.........................................................   11%       --       --
    Customer C.........................................................    --      15%      12%
    Customer D.........................................................    --      13%      14%
                                                                          ---      ---      ---
                                                                          65%      71%      26%
                                                                          ===      ===      ===
</TABLE>
 
     The Company's sales are to customers in the oil and gas industry for the
acquisition of seismic data, which results in a concentration of credit risk.
The Company generally extends unsecured credit to these customers and,
therefore, the collection of these receivables may be affected by changes in
economic or other conditions and may accordingly impact the Company's overall
credit risk. Management believes the risk is mitigated by the size, reputation
and diversified nature of the companies to which they extend credit. The Company
has not previously experienced any material credit losses on the collection of
receivables.
 
                                      F-11
<PAGE>   23
 
                              VENTURE SEISMIC LTD.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               (IN U.S. DOLLARS)
                               SEPTEMBER 30, 1996
 
     Approximately 84% and 77% of accounts receivable at September 30, 1996 and
1995, respectively, were represented by three customers.
 
     The following table provides information by geographic area for the year
ended September 30, 1996. Prior to the year ended September 30, 1996 primarily
all the Company's operations were conducted in Canada.
 
<TABLE>
<CAPTION>
                            CANADA       UNITED STATES     INTERNATIONAL     CORPORATE        TOTAL
                          ----------     -------------     -------------     ----------     ----------
<S>                       <C>            <C>               <C>               <C>            <C>
Revenue.................  $11,024,777     $  1,528,369      $  1,593,825     $       --     $14,146,971
Gross margin............   2,506,193           353,393          (703,851)            --      2,155,735
General and
  administrative
  costs.................          --                --                --             --     (1,342,082)
Depreciation and
  amortization..........          --                --                --             --     (1,513,247)
Interest expense........          --                --                --             --       (327,931)
Other...................          --                --                --             --          5,367
Income taxes............          --                --                --             --        357,459
                                                                                            -----------
Net loss for the year...                                                                      (664,699)
                                                                                            -----------
Identifiable assets.....   9,234,928         3,597,148           609,381      1,491,783     14,933,240
                          ===========      ===========       ===========     ===========    ===========
</TABLE>
 
13. NET CHANGE IN NON-CASH WORKING CAPITAL
 
<TABLE>
<CAPTION>
                                                         1996           1995           1994
                                                      ----------     ----------     ----------
<S>                                                   <C>            <C>            <C>
Accounts receivable.................................  $(1,224,060)   $   69,094     $(1,264,399)
Other receivables...................................     (91,994)       225,181       (228,797)
Income taxes recoverable............................    (430,975)            --             --
Work-in-progress....................................    (322,513)        85,988        (23,676)
Advances from (to) shareholder......................          --             --         10,018
Prepaid expenses and deposits.......................     228,764       (214,020)      (135,125)
Accounts payable and accrued liabilities............   1,166,288        314,368      1,147,809
Income taxes payable................................      (7,374)      (225,953)       219,035
                                                      -----------    -----------    -----------
                                                        (681,864)       254,658       (275,135)
                                                      -----------    -----------    -----------
Comprised of:
Operating...........................................    (831,864)       486,111       (275,135)
Financing...........................................     150,000       (231,453)            --
                                                      -----------    -----------    -----------
                                                        (681,864)       254,658       (275,135)
                                                      ===========    ===========    ===========
</TABLE>
 
                                      F-12
<PAGE>   24
 
                              VENTURE SEISMIC LTD.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               (IN U.S. DOLLARS)
                               SEPTEMBER 30, 1996
 
14. UNITED STATES ACCOUNTING PRINCIPLES
 
<TABLE>
<CAPTION>
                                                         1996           1995           1994
                                                      ----------     ----------     ----------
<S>                                                   <C>            <C>            <C>
Net income (loss) using Canadian basis..............  $  664,699     $  436,306     $  515,617
Compensation expense(1).............................          --        212,692             --
                                                      -----------    -----------    -----------
Net income (loss) using U.S. basis..................     664,699        223,614        515,617
                                                      ===========    ===========    ===========
</TABLE>
 
---------------
 
(1) Compensation expense represents the difference between the estimated fair
     market value of $3.50 per share and the consideration given for shares
     received from a principal shareholder by a member of senior management as
     part of an employment contract. The employment contract was entered into in
     July, 1994 and contains a clause whereby the employee would receive a
     certain number of shares should certain events not occur on or before July
     1, 1995. As at September 30, 1994, management was of the opinion that these
     events would occur. In April, 1995, it became evident that these events
     would not occur and that it was probable that the employee would become
     entitled to the shares and the associated compensation expense was
     recognized in the accounts for U.S. accounting purposes.
 
     The Company paid interest of $331,970, $290,607 and $30,118 in the years
ended September 30, 1996, 1995 and 1994, respectively.
 
     The Company paid income taxes of $Nil, $400,270 and $8,331 in the years
ended September 30, 1996, 1995 and 1994, respectively.
 
     Included in Acquisition of Boone Geophysical, Inc. of $1,756,428 on the
Statement of Cash Flows, is $500,000 relating to the issuance of Venture common
shares.
 
     For the United States basis of accounting the Company has adopted FAS 109
"Accounting for Income Taxes" on a prospective basis, effective September 1,
1993. FAS 109 requires companies to recognize deferred tax assets and
liabilities for the expected future tax consequences, based on enacted rates, of
existing differences between financial reporting and tax reporting basis of
assets and liabilities. These provision also require the Company to establish a
valuation allowance for deferred tax assets where the recovery of these assets
are uncertain.
 
     The deferred tax liabilities (assets) relate to the following:
 
<TABLE>
<CAPTION>
                                                                         1996          1995
                                                                       ---------     ---------
    <S>                                                                <C>           <C>
    Fixed assets.....................................................  $ 133,800     $ 348,550
    Work in progress.................................................    103,200        26,947
    Share issue costs................................................   (480,975)           --
    Benefit of unrecognized loss carryforward........................    (40,000)           --
    Other............................................................         --        78,826
                                                                       ---------     ---------
                                                                        (283,975)      454,323
    Valuation allowance..............................................    220,100            --
                                                                       ---------     ---------
                                                                         (63,875)      454,323
                                                                       =========     =========
</TABLE>
 
                                      F-13
<PAGE>   25
 
                              VENTURE SEISMIC LTD.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               (IN U.S. DOLLARS)
                               SEPTEMBER 30, 1996
 
     The Company's net income (loss) per share amounts using United States
generally accepted accounting principles, after giving affect to the share
reorganization, are:
 
<TABLE>
<CAPTION>
                                                                      1996      1995      1994
                                                                      -----     -----     -----
<S>                                                                   <C>       <C>       <C>
Net income (loss) per common share using U.S. basis
  Primary and fully diluted(1)......................................  $(.23)    $ .16     $ .37
</TABLE>
 
---------------
 
(1) Under U.S. generally accepted accounting principles the calculation of
     primary income per share is based on the number of issued and outstanding
     shares plus common share equivalents, including stock options, if they
     would have a dilutive effect. Under U.S. GAAP outstanding shares would be
     2,857,000 for 1996 and 1,400,000 for 1995 and 1994.
 
15. COMPARATIVE FIGURES
 
     Certain comparative figures have been reclassified to conform with the
current year's presentation.
 
16. SUBSEQUENT EVENTS
 
A)  CAPITAL LOAN
 
     Subsequent to September 30, 1996 the Company was advanced $5.1 million ($7
million Canadian) by Roynat Inc. with the proceeds used to repay the Company's
outstanding balances on its capital loan and equipment purchase contracts and to
fund the acquisition of certain capital assets. The capital loan bears interest
at the lender's cost of funds plus 3.00% and is repayable in monthly principal
instalments of $103,000 ($140,000 Canadian), commencing January 1997.
 
     A general security agreement on equipment and a fixed charge on certain
equipment have been pledged as collateral for the capital loan.
 
     The principal repayments after the refinancing are as follows:
 
<TABLE>
                <S>                                                    <C>
                Remainder of fiscal 1997.............................  $ 927,000
                1998.................................................  1,236,000
                1999.................................................  1,236,000
                2000.................................................  1,236,000
                2001.................................................    465,000
                                                                       ---------
                                                                       5,100,000
                                                                       =========
</TABLE>
 
B)  STOCK OPTIONS
 
     The Company has granted certain officers and employees options to purchase
a total of 51,500 shares at $5.00 per share. These options expire November 15,
2001 and must be fully paid upon exercise of the stock option.
 
                                      F-14
<PAGE>   26
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused the report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
Date: December 20, 1996
 
                                          VENTURE SEISMIC LTD.
 
                                                       /s/ BRIAN KOZUN
                                          By:
 
                                                    Brian Kozun, President
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
 
<TABLE>
<C>                                    <S>                                  <C>
           /s/ BRIAN KOZUN             President, Chief Executive Officer,  December 20, 1996
-------------------------------------  Director (Principal Executive
             Brian Kozun               Officer)

           /S/ GREG WIEBE              Vice President, Finance and          December 20, 1996
-------------------------------------  Chief Financial Officer (Principal
             Greg Wiebe                Financial Officer)

          /S/ DAN MCARTHUR             Chief Operating Officer, Director    December 20, 1996
-------------------------------------
            Dan McArthur

        /S/ MICHAEL BENINGER           Director                             December 20, 1996
-------------------------------------
          Michael Beninger

         /S/ JOSEPH CIAVARRA           Director                             December 20, 1996
-------------------------------------
           Joseph Ciavarra


</TABLE>