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OMB APPROVAL
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OMB Number: 3235-0058
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Expires: April 30, 2009
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SEC FILE NUMBER
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CUSIP NUMBER
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one):
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þ
Form 10-K
o
Form 20-F
o
Form 11-K
o
Form 10-Q
o
Form 10-D
o
Form N-SAR
o
Form N-CSR
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For Period Ended:
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December 31, 2008
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
Foothills Resources, Inc.
Full Name of Registrant
Former Name if Applicable
4540 California Avenue, Suite 550
Address of Principal Executive Office
(Street and Number)
Bakersfield, California 93309
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)
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o
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 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
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
As disclosed in a Current Report on Form 8-K, filed on February 11, 2009 by Foothills Resources, Inc. (the Company) with the Securities and Exchange Commission (the Commission), the Company and its wholly-owned subsidiaries, Foothills California, Inc., Foothills Oklahoma, Inc., and Foothills Texas, Inc., filed voluntary petitions for reorganization relief (the Chapter 11 Cases) under
Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the
United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court).
The Company continues to operate its business as debtors-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with applicable provisions
of the Bankruptcy Code and the orders of the Bankruptcy Court.
At this time, the Company is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the Form 10-K), with the Commission within the prescribed period. The Chapter 11 Cases occurred at a time during which year-end audit procedures would normally be conducted. The Companys available
management resources have been particularly strained following the commencement of the Chapter 11 Cases as the Companys management and its external advisors have devoted substantial attention to the Companys reorganization efforts. As a result of the increased burdens placed upon the Companys financial, accounting and administrative staff, the Company and its auditors have not yet been able to prepare the audited financial
statements for the year 2008 that are required to be included in the
Form 10-K.
Such inability to file the Form 10-K could not have been eliminated by the Company without unreasonable effort or expense. While the Company intends to file the Form 10-K as soon as practicably possible, it is not clear when the Companys audited financials will be available and as a result the Company may not be in a position to file the Form 10-K by the fifteenth calendar day
following the required filing date, March 31, 2009, as prescribed in Rule 12b-25, and further cannot make any assurances as to when it will complete and file the Form 10-K.
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SEC 1344 (05-06)
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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