| UNITED STATES Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING |
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(Check one): | x Form 10-KSB |
| 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: |
| October 31, 2007 | ||||||||
| 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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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: |
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PART I — REGISTRANT INFORMATION |
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Nova Biosource Fuels, Inc. |
Full Name of Registrant |
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Nova Oil, Inc. (filings through September 13, 2006) |
Former Name if Applicable |
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363 N. Sam Houston Parkway East, Suite 630 |
Address of Principal Executive Office (Street and Number) |
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Houston, Texas 77060 |
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 |
x | (b) | The subject annual report, semi-annual report, transition report on Form 10-KSB, 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-KSB, 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 registrant is unable to file its Report on Form 10-KSB for the fiscal year ended October 31, 2007 (the "Report") by the prescribed date of January 29, 2008 without unreasonable effort or expense because the registrant needs additional time to complete certain disclosures and analyses to be included in the Report. The registrant intends to file its Report on or prior to the fifteenth calendar day following the prescribed due date.
PART IV — OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
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| David G. Gullickson |
| 713 |
| 869-6682 |
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| (Area Code) |
| (Telephone Number) |
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(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). | ||||
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| x Yes o No |
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(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? | ||||
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| x Yes o 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. | ||||
For the year ended October 31, 2007, we anticipate reporting consolidated results of operations as follows:
Nova Biosource Fuels, Inc. and Subsidiaries
Consolidated Statements of Operations
(unaudited)
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| Year Ended |
| Period from |
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Revenues: |
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Biodiesel and related co-product sales |
| $ | 3,179,000 |
| $ | — |
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Contracting revenues |
| 21,759,000 |
| 16,086,000 |
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Services revenues |
| — |
| 125,000 |
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Total revenues |
| 24,938,000 |
| 16,211,000 |
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Costs and expenses: |
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Cost of biodiesel and related co-product sales |
| 3,914,000 |
| — |
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Contracting expenses |
| 27,075,000 |
| 21,912,000 |
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Selling, general and administrative |
| 15,003,000 |
| 21,712,000 |
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Total costs and expenses |
| 45,992,000 |
| 43,624,000 |
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Loss from operations |
| (21,054,000 | ) | (27,413,000 | ) | ||
Other income (expense): |
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Interest and other income |
| 1,722,000 |
| 326,000 |
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Interest expense |
| (106,000 | ) | (1,426,000 | ) | ||
Minority interest in earnings of subsidiary |
| (6,000 | ) | (2,000 | ) | ||
Net loss |
| $ | (19,444,000 | ) | $ | (28,515,000 | ) |
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Basic and diluted net loss per share |
| $ | (0.18 | ) | $ | (0.38 | ) |
Weighted-average number of shares outstanding |
| 106,542,410 |
| 75,735,751 |
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Forward-Looking Statements.
This notice contains forward looking statements regarding our expectations for our results of operations for the fiscal year ended October 31, 2007 to be reported in our Annual Report on Form 10-KSB. Although these forward-looking statements reflect the good faith judgment of management based on currently available information, forward-looking statements involve a number of risks and uncertainties that may cause actual reported results of operations to be materially different from those discussed in these forward-looking statements. We urge readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this notice. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this notice and prior to the filing of our Annual Report on Form 10-KSB, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures that we make in our reports filed with the SEC which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.
| Nova Biosource Fuels, Inc. |
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date |
| January 30, 2008 |
| By |
| /s/ David G. Gullickson |
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| David G. Gullickson |
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| Vice President and Chief Financial Officer |
