SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File No. 0-23567
(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, 2006
|_| 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:
Address of principal executive office
(Street and Number): 1301 York Road, Suite 200
City, State and Zip Code: Lutherville, MD 21093
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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, 2006 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 nature and complexity of the Cornell Capital transaction, including the
valuation of the warrants and the related beneficial conversion feature,
required additional research to ensure the proper accounting treatment in the
financial statements. The Registrant 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) 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 by approximately $0.1 million to
approximately $1.2 million from approximately $1.1 million for the three months
ended March 31, 2006 compared to the three months ended March 31, 2005,
respectively. The increase in net loss is attributable to an increase in
interest expense of $.5 million related to new debt financing, which was offset
by a decrease in general and administrative expenses of $.1 million and an
increase debt settlement gain of $.3 million for the quarter ended March 31,
2006, compared to 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 16, 2006 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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