SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File No. 333-13287
(CHECK ONE) [ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended September 30, 2005
[ ] Transition Report on Form 10-K and Form KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the transition period ended _______________________________________
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: N/A
PART I
REGISTRANT INFORMATION
Full name of registrant: EarthShell Corporation
Former name if applicable:
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Address of principal executive office (Street and Number)
1301 York Road, Suite 200
Lutherville, MD 21093
City, State and Zip Code
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PART II
RULE 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]
(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 Forms
10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, 10-QSB, 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, 10-KSB, 11-K, 20-F,
10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach Extra Sheets If Needed.)
The Registrant was unable to file its Quarterly Report on Form 10-Q for the
period ending September 30, 2005 on a timely basis because the Registrant had
not finalized all information necessary to complete its Quarterly Report. The
Registrant was unable to finalize such information because, among other things,
the Registrant experienced a casualty loss involving its accounting information
systems in the final week of the quarter. Although the Registrant successfully
replaced the equipment and recovered the accounting data, the quarter-end
closing process was delayed. The Registrant intends to file its Form 10-Q as
soon as possible.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
D. Scott Houston (805) 967-0991
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such short 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
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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.
The Company expects its net loss to increase $.25 million to $1.9 million from
$1.65 million for the quarter ended September 30, 2005 compared to September 30,
2004. The additional loss was due in part to an increase in General and
Administrative expenses of $1.3 million for the quarter ended September 30,
2005. Additionally, there was a one time credit to expense of $1.0 million
related to a debenture default premium for the quarter ended September 30, 2004.
EarthShell Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: November 10, 2005 BY: /s/ D. Scott Houston
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D. Scott Houston
Chief Financial 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)
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