UMAM Umami Sustainable Seafood Inc (CE)

 

		SEC FILE NUMBER 000-52401
		CUSIP NUMBER 63008A 107

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

  

(Check one):	Form 10-K þ	Form 20-F ¨	Form 11-K ¨	Form 10-Q ¨	Form 10-D ¨
	Form N-SAR ¨	Form N-CSR ¨

 

For Period Ended:  June 30, 2014

 

¨

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 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

 

UMAMI SUSTAINABLE SEAFOOD INC.

(Full Name of Registrant)

 

Former Name if Applicable

 

1230 Columbia St., Suite 440

Address of Principal Executive Office (Street and Number)

 

San Diego, CA 92101

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)

 

¨

(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, 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   (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 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.

 

Although management has been working diligently to complete all the required information for its annual report on Form 10-K for the fiscal year ended June 30, 2014, the Registrant requires additional time (i) to complete additional testing on the Registrant’s internal control over financial reporting and (ii) to allow the auditors to complete certain audit procedures. Such delay could not be eliminated by the Company without unreasonable effort and expense.

 

 

PART IV -- OTHER INFORMATION

 

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

 

Tim Fitzpatrick		(619)		544-9177
(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 answer is no, identify report(s). ¨ Yes x No

 

Form 10-Q for fiscal quarter ended March 31, 2013

Form 10-K for fiscal year ended June 30, 2013

Form 10-Q for fiscal quarter ended September 30, 2013

Form 10-Q for fiscal quarter ended December 31, 2013

Form 10-Q for fiscal quarter ended March 31, 2014

 

(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? ¨ Yes x 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.

 

 

 

UMAMI SUSTAINABLE SEAFOOD 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: September 30, 2014	By:  /s/ Timothy P. Fitzpatrick
	Timothy P. Fitzpatrick
	Chief Executive Officer

 

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.

 

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).