UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


                                               Commission File Number 333-114552
                                                                      ----------




(Check One):



|X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR |_| Form N-CSR



For Period Ended:                       June 30, 2005
                  --------------------------------------------------------------


|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| 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 items(s) to which the notification relates:
                                                        ------------------------



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                                     PART I
                             REGISTRANT INFORMATION


Prospect Energy Corporation
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Full Name of Registrant:

Prospect Street Energy Corporation
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Former Name if Applicable:

10 East 40th Street, 44th Floor, New York, New York 10016
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Address of Principal Executive Office (Street and Number):

New York, New York 10016
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City, State and Zip Code:




                                     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.)

         |   1.        The reasons described in reasonable detail in Part III of
         |             this form could not be eliminated without unreasonable
         |             effort or expense;
         |
         |
         |   2.        The subject annual report, semi-annual report, transition
         |             report on Form 10-K, 20-F, 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 portion thereof, will be filed on or before
         |             the fifth calendar day following the prescribed due date;
         |             and
         |
         |
         |   3.        The accountant's statement or other exhibit required by
         |             Rule 12b-25(c) has been attached if applicable.



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                                    PART III
                                    NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR 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 complete the preparation of its
financial statements and requires additional time to prepare and finalize the
review of such financial statements and to file its Annual Report on Form 10-K
for the period ended June 30, 2005. The Registrant expects to file its Annual
Report on Form 10-K no later than October 13, 2005, the 15th calendar day
following the prescribed due date.






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                                     PART IV
                                OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

     John F. Barry III                           (212) 448 - 0702
     -----------------------------------         -------------------------------
     (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.





                           PROSPECT ENERGY CORPORATION
--------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:  September 28, 2005      By:  /s/ M. Grier Eliasek
                                    --------------------------------------------
                                    Name:  M. Grier Eliasek
                                    Title: President and Chief Operating Officer




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