U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
COMMISSION FILE NUMBER 333-130492
(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: FEBRUARY 28, 2006
-------------------
[ ] TRANSITION REPORT ON FORM 10-K AND FORM 10-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:
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.
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
FULL NAME OF REGISTRANT ALLMARINE CONSULTANTS CORPORATION
-----------------------------------
FORMER NAME IF APPLICABLE
ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES (STREET AND NUMBER) 8601 RR 2222, BLDG. 1 STE. 210
CITY, STATE AND ZIP CODE AUSTIN, TEXAS 78730
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 APPROPRIATE BOX)
/X/ (A) THE REASONS 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-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 OR PORTION THEREOF COULD NOT
BE FILED WITHIN THE PRESCRIBED TIME PERIOD. (ATTACH EXTRA SHEETS IF NEEDED.)
The registrant has experienced delays in completing its financial statements for
the fiscal quarter ended February 28, 2006, as the Company's auditor has not had
sufficient time to conduct such review. As a result, the registrant is delayed
in filing its Form 10-QSB for the fiscal quarter ended February 28, 2006.
PART IV
OTHER INFORMATION
(1) NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS
NOTIFICATION
MICHAEL CHAVEZ (512) 689-7787
--------------- ----------- ------------------
(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 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?
[ ] 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.
ALLMARINE CONSULTANTS CORPORATION
---------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
HAS CAUSED THIS NOTIFICATION TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
HEREUNTO DULY AUTHORIZED.
DATE APRIL 14, 2006 BY /S/ MICHAEL CHAVEZ
----------------- -----------------------------
MICHAEL CHAVEZ, 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).
GENERAL INSTRUCTIONS
1. THIS FORM IS REQUIRED BY RULE 12B-25 OF THE GENERAL RULES AND
REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934.
2. ONE SIGNED ORIGINAL AND FOUR CONFORMED COPIES OF THIS FORM AND
AMENDMENTS THERETO MUST BE COMPLETED AND FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, WASHINGTON, D.C. 20549, IN ACCORDANCE WITH RULE 0-3 OF
THE GENERAL RULES AND REGULATIONS UNDER THE ACT. THE INFORMATION CONTAINED
IN OR FILED WITH THE FORM WILL BE MADE A MATTER OF THE PUBLIC RECORD IN THE
COMMISSION FILES.
3. A MANUALLY SIGNED COPY OF THE FORM AND AMENDMENTS THERETO SHALL BE
FILED WITH EACH NATIONAL SECURITIES EXCHANGE ON WHICH ANY CLASS OF
SECURITIES OF THE REGISTRANT IS REGISTERED.
4. AMENDMENTS TO THE NOTIFICATION MUST ALSO BE FILED ON FORM 12B-25 BUT
NEED NOT RESTATE INFORMATION THAT HAS BEEN CORRECTLY FURNISHED. THE FORM
SHALL BE CLEARLY IDENTIFIED AS AN AMENDED NOTIFICATION.