- Notification that Quarterly Report will be submitted late (NT 10-Q)
February 15 2011 - 9:13AM
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
Expires:
May 31, 2012
Estimated
average burden hours per
response........2.50
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NOTIFICATION
OF LATE FILING
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SEC
FILE NUMBER
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000
50177
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(Check
One)
:
£
Form
10-K
¨
Form
20-F
¨
Form
11-K
x
Form
10-Q
¨
Form
N-SAR
¨
Form
N-CSR
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CUSIP
NUMBER
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63008A
107
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For
Period Ended:
December
31, 2010
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:
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.
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If
the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -
REGISTRANT INFORMATION
Umami
Sustainable Seafood Inc.
Full
Name of Registrant
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Former
Name if Applicable
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1230
Columbia St., Suite 1100
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Address
of Principal Executive Office
(Street and
Number)
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City,
State and Zip Code
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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
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(a)The
reason 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, Form N-SAR or From 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
(c)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 the reasons 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
quarterly report of Umami Sustainable Seafood, Inc. (the “Company”) on Form 10-Q
could not be filed within the prescribed time period because the Company has a
small accounting staff and was unable to finalize its financial results as well
as the disclosure requirements of Form 10-Q in the required
time-frame.
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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Mitchell
S. Nussbaum, Esq.
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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 reports) been
filed? If answer is no, identify report(s).
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x
Yes
¨
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?
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x
Yes
¨
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.
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We
anticipate a significant change in our results of operations from the
corresponding period in the last fiscal year due to our former status as a
shell company. Due to a significant acquisition completed
during the reporting period, the company is unable at this time to provide
a reasonable estimate of the operating results for the three months ended
December 31, 2010.
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Umami
Sustainable Seafood Inc.
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(Name
of Registrant as Specified in
Charter)
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Has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
February 14, 2011
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By:
/s/ Daniel G.
Zang
Name: Daniel
G. Zang,
Title: Chief Financial Officer
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INSTRUCTION: The
form may be signed by an executive officer of the registrant or by any other
duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative’s authority to sign on behalf of the registrant shall be filed
with the form.
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C.
1001).
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