Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 25 2016 - 3:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
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OMB
APPROVAL
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OMB
Number 3235-0058
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Expires:
October 31, 2018
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Estimated
average burden hours
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per
response 2.50
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NOTIFICATION OF LATE FILING
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SEC
FILE NUMBER
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000-17204
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(Check
one):
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[X]
Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ]
Form N-SAR [ ] Form N-CSR
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For
Period Ended:
December 31, 2015
[ ]
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:__________________________________
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
INFINITY
ENERGY RESOURCES, INC.
Full
Name of Registrant
Former
Name if Applicable
11900
College Blvd, Suite 310, Overland Park, KS 66210
Address
of Principal Executive Office
(Street and Number)
Overland
Park, KS 66210
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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(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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[X]
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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
accountant’s 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.
The
Company is in the process of completing its audited financial statements, and believes that the subject Annual Report will be
available for filing on or before April 14, 2016.
PART
IV — OTHER INFORMATION
(1)
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Name and telephone
number of person to contact in regard to this notification
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Daniel
F. Hutchins
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913
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948-9512
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required
to file such report(s) been filed? If answer is no, identify report(s). Yes [X] No [ ]
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(3)
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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 ? Yes [X] No [ ]
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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.
We
anticipate that our results of operations for the year ended December 31, 2015 will reflect a larger net loss compared to the
$3,681,525 net loss for the year ended December 31, 2014. We are presently unable to make a reasonable estimate of the quantity
of the anticipated change, however.
The
net loss for the year ended December 31, 2014 did not include any impairment charge s . For the year ended December 31, 2015,
management believes that it will impair our investment in the oil and gas properties related to our Nicaraguan Offshore Concessions
primarily due to technical defaults under the Concession A greements and the current environment in general for oil and
gas development projects in particular for projects in otherwise unproven regions of the world such as Nicaragua. The Company’ s
investment in its Nicaraguan oil and gas properties totalled $9,628,098 as of December 31, 2014, but we are presently unable
to quantify the magnitude of such impairments to be reflected in operations for the year ended December 31, 2015, if recognized.
Any such impairment would be recorded as an expense in our financial statements to be included in the Form 10-K and could significantly
impact our results of operations. Finally, due to our liquidity position, our auditors have informed us that their opinion will
include a going concern qualification.
Forward-Looking
Statements
The
Company cautions that any forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as
amended (the “
Securities Act
”), and Section 21E of the Exchange Act contained in this Form 12b-25 involve risks
and uncertainties and are subject to change based on various important factors. Such forward-looking statements include, but are
not limited to, statements relating to anticipated impairment of our investment in oil and gas properties related to our Nicaraguan
Offshore Concessions, the timing and outcome of the completion of the audit of our financial statements for the year ended December
31, 2015, the timing of the filing of the Form 10-K and changes to the Company’s results of operations for the year ended
December 31, 2015 as compared to December 31, 2014. Actual results or outcomes may differ materially from those expressed in any
forward-looking statements as a result of risks and uncertainties, which include, without limitation, risks and uncertainties
associated with changes in expected financials results based on the completion of financial closing procedures and the audit of
the Company’s financial statements for the year ended December 31, 2015, additional delays with respect to completing the
financial statements, and other risks detailed in the Company’s filings with the SEC. Any forward-looking statement in this
Form 12b-25 speaks only as of the date of this Form 12b-25. The Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated
events, except as required by law.
Infinity
Energy Resources, Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date
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March
25, 2016
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By:
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/s/
Daniel F. Hutchins
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Daniel F. Hutchins
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Chief Financial Officer
and Director
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