UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 12b-25

Commission File Number 33-92894

NOTIFICATION OF LATE FILING
 
(Check One): x Form 10-K o Form 11-K o Form 20-F o Form 10-Q o Form N-SAR  o Form N-CSR
 
    For Period Ended: December 31, 2013
     
  o Transition Report on Form 10-K
  o Transition Report on Form 20-F
  o Transition Report on Form 11-K
  o Transition Report on Form 10-Q
  o Transition Report on Form N-SAR
     
    For the Transition Period Ended: _____________________________

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 items(s) to which the notification relates: _________________________________

PART I - REGISTRANT INFORMATION

Full name of registrant:      Aly Energy Services, Inc.   

Former name if applicable: ______________________
 
Address of principal executive office (street and number) :         3 Riverway, Suite 920   

City, state and zip code:        Houston, Texas 77056    
 


 
 

 
 
PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate).

x
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

x
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, 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 subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

o
(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 Form 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed).

During the year ended December 31, 2013, the registrant completed a share exchange which resulted in a change of control, a complete change in the composition of the board of directors and audit committee, and a change of its independent auditors. The share exchange resulted in material new disclosures in the registrant’s financial statements. The registrant is unable to file the referenced Form 10-K in a timely manner because its management and its independent public accountants require additional time to review and discuss these disclosures. The registrant is unable to eliminate the need for additional time without unreasonable effort or expense.
 
PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Alya Hidayatallah
 
(713)
 
333-4000
Name
 
Area Code
 
Telephone Number

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).  x Yes   o No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? x Yes    o 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.

See Statement 1 attached
 
 
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Aly Energy Services, Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Date: March 31, 2014
By:
/s/ Alya Hidayatallah  
  Printed Name: Alya Hidayatallah  
  Title: Chief Financial Officer   
 

 
 
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Statement 1
 
On May 14, 2013, Aly Energy Services, Inc. (“Aly Energy”) and the common stockholders of Aly Energy, and Preferred Voice, Inc. (“Preferred Voice”) entered into a Share Exchange Agreement (the “Exchange Agreement”), pursuant to which the holders of common stock of Aly Energy surrendered all of their shares in exchange for approximately 68 million newly issued shares of common stock of Preferred Voice (the “Share Exchange”), representing approximately 92% of the outstanding common stock of Preferred Voice after giving effect to the Share Exchange. Shares were exchanged at the ratio of 19.91 shares of Preferred Voice common stock for each one share of Aly Energy common stock. Following the Share Exchange, Aly Energy (which changed its name to Aly Operating, Inc.) became a subsidiary of Preferred Voice, with Preferred Voice (which changed its name to Aly Energy Services, Inc.) owning all of the outstanding shares of common stock of Aly Operating, Inc.

On October 26, 2012, Aly Energy acquired Austin Chalk Petroleum Services (“Austin Chalk”) for a total purchase price of $22.5 million, net of cash acquired of approximately $58,000. Total consideration included $17.9 million cash, a payable of $0.8 million and the issuance of 4.0 million shares of preferred stock, $0.01 par value, at fair value of $3.8 million.

For financial accounting purposes, the Share Exchange was a reverse acquisition of Preferred Voice by the Aly Energy under the purchase method of accounting, and was treated as a recapitalization with Preferred Voice as the accounting acquirer. Accordingly, the financial statements have been prepared to give retroactive effect of the Share Exchange completed on May 14, 2013, and represent the operations of Aly Energy. Principally as a result of these transactions and the growth of Austin Chalk during 2013, the results of operations for the year ended December 31, 2013 reflect material changes from the results of operations for the comparable period in 2012.
 
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