- Notification that Quarterly Report will be submitted late (NT 10-Q)
November 17 2008 - 3:49PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
Commission
File Number:
000-19566
(Check
One): [_] Form 10-K [_] Form 20-F [_] Form
11-K [X] Form 10-Q [_] Form N-SAR
[_] Form
N-CSR
For
Period Ended:
September 30,
2008
[_] Transition
Report on Form 10-K
[_] Transition
Report on Form 20-F
[_] Transition
Report on Form 11-K
[_] Transition
Report on Form 10-Q
[_] Transition
Report on Form N-SAR
For the
Transition Period Ended: ________________________
Read
attached instruction sheet before preparing form. Please print or
type.
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the
notification relates to a portion of the filing checked above, identify the
item(s) to which the notification relates:
______________________________________________________________________________
PART
I -- REGISTRANT INFORMATION
EARTH
SEARCH SCIENCES, INC.
--------------------------------------------------------------------------------
Full name
of registrant:
--------------------------------------------------------------------------------
Former
name if applicable:
306
Stoner Loop Road
--------------------------------------------------------------------------------
Address
of principal executive office (Street and number):
Lakeside,
MT 59922
--------------------------------------------------------------------------------
City,
state and zip code
PART
II -- RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and
the registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate.)
½
½
½
½
[ X
]
½
½
½
½
½
|
(a)
|
The
reasons described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
|
(b)
|
The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
|
(c)
|
The
accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
|
PART
III -- NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR,
or the transition report portion thereof, could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The
Registrant and its accountants have experienced a delay in completing the
information required for inclusion in the Registrant’s Quarterly Report on Form
10-Q for the period ended September 30, 2008 (the “Quarterly Report”). The
Registrant expects to file the Quarterly Report within the allotted extension
period.
PART
IV -- OTHER INFORMATION
(1)
|
Name
and telephone number of person to contact in regard to this
notification
|
|
Charles
G. Bridge
|
(781)
|
239-8222
|
(Name)
|
(Area
Code) (Telephone Number)
|
(2)
|
Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s). [X]
Yes [ ]
No
|
(3)
|
Is
it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? [ X ] Yes [ ]
No
|
If so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
As a result of the Registrant's
acquisition of General Synfuels, Inc. during the quarter ended September 30,
2008, the Registrant expects that its net loss will equal approximately $7
million for the six month period ended September 30, 2008 versus a net
loss of approximately $2.8 million for the six month period ended September
30, 2007. The acquisition was accounted for as
a transaction
with a related party with the Registrant recording compensation expense
of approximately $5.5 million in both the three and six
month periods ended September 30, 2008.
Accordingly, the
Registrant anticipates that the net loss for the three months
ended September 30, 2008 will approximate $6.6 million versus a net loss of
approximately $1.4 million for the three month period ended September 30,
2007.
EARTH
SEARCH SCIENCES, INC.
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
November 17, 2008
|
/s/ Charles G.
Bridge
|
|
Charles
G. Bridge
|
|
Chief
Financial Officer
|
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