UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number: 3235-0058

 

 

Expires: April 30, 2009

 

Washington, D.C. 20549

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FORM 12b-25

SEC FILE NUMBER
0-8814

 

 

CUSIP NUMBER

 

NOTIFICATION OF LATE FILING

746228 30 3

 

(Check one):

o Form 10-K

 

o Form 20-F

 

o Form 11-K

 

x Form 10-Q

 

o Form 10-D

 

o Form N-SAR

 

o Form N-CSR

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For Period Ended:

 

November 30, 2006

 

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:

 

 

 

Read Instructions (on back page) 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

 

Pure Cycle Corporation

Full Name of Registrant

 

N/A

Former Name if Applicable

 

8451 Delaware Street

Address of Principal Executive Office (Street and Number)

 

Thornton, Colorado  80260

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)

 (a)

The reason 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, 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.

Certain of the assets the registrant acquired pursuant to an Asset Purchase Agreement (the “Arkansas River Agreement”) entered into on August 31, 2006 with High Plains A&M, LLC (“HP A&M”) are subject to outstanding promissory notes.  Such notes were not assumed by the registrant and remain the obligation of HP A&M.  The notes are secured by deeds of trust on the assets acquired by the Company from HP A&M.  Pursuant to FASB Interpretation (“FIN”)No. 45 Guarantor’s Accounting and Disclosure Requirements for Guarantees Including Indirect Guarantees of Indebtedness of Others (as amended), because the registrant would lose a portion of the land and water rights acquired from HP A&M if the defaulted notes are not cured, the outstanding balance of the promissory notes has been reflected as a contingent liability in the registrant’s balance sheet.  Because this debt is the obligation of a third party, and not the registrant, the registrant has sought concurrence from the Office of the Chief Accountant of the Securities and Exchange Commission (the “Commission”) on its analysis of the proper accounting treatment for the interest accrued by HP A&M on the notes and the payments made by HP A&M during the quarter.  The registrant is also seeking concurrence from the Commission that the registrant should not consolidate HP A&M pursuant to FIN No. 46(R) Consolidation of Variable Interest Entities (as amended). The registrant has spoken with the Commission and anticipates resolving the accounting issue within the next several days, at which point it can finalize its quarterly financial statements.

SEC 1344 (03-05)

 

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 




 

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

(1)

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

 

Mark W. Harding

 

303

 

292-3456

 

(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).

 

 

 

 

 

 

 

 

 

 

 

x Yes    o 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?

 

 

 

 

 

 

 

 

 

 

 

o 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.

 


 

Pure Cycle 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

 

January 9, 2007

 

By

 

/s/ Mark W. Harding

 

 

 

 

 

 

Mark W. Harding, President

 

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).