| SEC
FILE NUMBER: 000-54444 |
| CUSIP NUMBER: 75678V302 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check one): | o Form 10-K o Form 20-F o Form 11-K R Form 10-Q o Form 10-D o Form N-SAR | |
| o Form N-CSR | ||
| For Period Ended: September 30, 2014 | ||
| o Transition Report on Form 10-K | ||
| o Transition Report on Form 20-F | ||
| o Transition Report on Form 11-K | ||
| o Transition Report on Form 10-Q | ||
| o Transition Report on Form N-SAR | ||
| For the Transition Period Ended: | ||
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
| Red Mountain Resources, Inc. |
| Full Name of Registrant |
| Former Name if Applicable |
| 2515 McKinney Avenue, Suite 900 |
| Address of Principal Executive Office (Street and Number) |
| Dallas, Texas 75201 |
| 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)
| þ | (a) | The reason 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 Form 10-K, 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-K, 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.
Red Mountain Resources, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (the “Form 10-Q”) within the prescribed time period without unreasonable effort and expense due to delays in preparing its financial statements for the fiscal quarter ended September 30, 2014. The Company expects to file its Form 10-Q within the five day extension period afforded by Rule 12b-25 under the Securities Exchange Act of 1934, as amended.
PART IV – OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Alan W. Barksdale | (214) | 871-0400 | ||
| (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 answer is no, identify report(s). | |
| Yes þ No o | ||
| (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 þ No o | ||
| 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. | ||
| See Exhibit A. | ||
Forward-Looking Statements
This Notification on Form 12b-25 contains forward-looking statements, including statements regarding the Company’s ability to file its Form 10-Q within the five day extension period. These statements are based on current expectations as of the date of this filing and involve a number of risks and uncertainties, which may cause actual results to differ from such estimates. The risks include, but are not limited to, unexpected delays which the Company may incur in connection with the preparation of the Form 10-Q.
Red Mountain Resources, Inc.
(Name of registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | November 12, 2014 | By: | /s/ Alan W. Barksdale | |
| Name: | Alan W. Barksdale | |||
| Title: | 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 | ||||
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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Exhibit A
to
Form 12b-25
Part IV, Item (3)
The Company anticipates that its Form 10-Q for the quarter ended September 30, 2014 will contain results of operations that reflect a significant change from the quarter ended September 30, 2013, primarily due to (1) increased lease operating expenditures due to workover activity, (2) increased dry hole expenditures related to exploratory drilling, (3) increased general and administrative expenses resulting from a cancelled offering of preferred stock and (4) higher cash and non-cash gains from commodity derivatives contracts.
The Company cannot reasonably estimate results of operations to be reported in the Form 10-Q until the Company finishes its consolidated financial statements and such statements are reviewed by the Company’s independent auditor.