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 March 31, 2005
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[ ] 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
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PART I
REGISTRANT INFORMATION
Full name of registrant: EarthShell Corporation
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Former name if applicable:
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Address of principal executive office (Street and Number)
3916 State St. Ste.110
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City, State and Zip Code Santa Barbara, CA 93105
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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 March 31, 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,
(i) the Registrant operated with a significantly reduced number of personnel in
2004, (ii) the Registrant's Controller resigned in the fourth quarter in 2004
leaving the Registrant's Chief Financial Officer as the only accounting
professional employed by the Registrant and (iii) the Registrant used a
considerable amount of its resources toward compliance with Section 404 of the
Sarbanes-Oxley Act and the related rules of the Securities and Exchange
Commission, drawing resources away from the completion of its Quarterly Report.
The Registrant is working diligently to obtain the necessary information and
intends to file its Form 10-Q as soon as possible.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
D. Scott Houston (805) 563-7590
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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.
Due to the continuation of extensive cost cutting measures initiated by the
Registrant in 2003 and continuing into 2004, the net loss of the Registrant for
the quarter ended March 31, 2005 has been reduced to approximately half of the
net loss for the prior year quarter. This reduction is due primarily to a
significant reduction in related party and other research and development
expenses, a reduction in interest expense, a reduction in general and
administrative expense, and the realization of technology fee revenues during
the quarter ended March 31, 2005.
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: May 11, 2004 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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