As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/03/06  Earth Biofuels Inc                NT 10-K    12/31/05    1:66K                                    Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: NT 10-K     Notice of Inability to Timely File A Form 10-K,     HTML     48K 
                          10-Ksb, or 10-Kt                                       

 

 

 

 

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

 

Earth Biofuels, Inc.

Full Name of Registrant

Meadow Springs, Inc.

Former Name if Applicable

3001 Knox Street, Suite 403

Address of Principal Executive Office (Street and Number)

Dallas, Texas 75205

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)

 

ý	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
ý	(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
o	(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.

 

The Registrant underwent a reincorporation merger, change of the registrant’s Certifying Accountant, and a significant acquisition during the fourth quarter of 2005. In addition, the Registrant underwent the departure of Principal Officers and appointment of Principal Officers in the first quarter of 2006.  Due to these circumstances, the Registrant has determined that the time, effort and expense to complete the report by management and subsequent audit by the Registrant’s Independent Registered Public Accounting Firm could not be completed without unreasonable effort or expense on the part of the Registrant in order to timely file the Registrants Form 10-KSB. The registrant intends to file its 10-KSB within the prescribed period allowed by the rules relating to Form 12b-25.

 

 

 

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

 

(1)		Name and telephone number of person to contact in regard to this notification
		Dennis McLaughlin, III		214		389-9800
		(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).
						ý 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?
						ý Yes    o 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.

 

The results of operations for the period ended December 31, 2005 will be significantly different than the results of operations reported on Form 10-KSB for the corresponding period in 2004 due to the following events:

 

Completion of Acquisition

 

On November 29, 2005, Earth Biofuels, Inc. executed a stock purchase agreement to acquire 100% of the stock of The Wing Sail Company, Inc., dba Distribution Drive, effective October 1, 2005. This transaction was closed on February 28, 2006. In consideration for the sale to the Company of all of the outstanding shares of Distribution Drive, the Company will issue 6,667,800 restricted shares of its common stock.

 

Earth Biofuels, Inc. (formerly Meadow Springs, 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:	March 31, 2006.		By:	/s/ Dennis McLaughlin, III
				Dennis McLaughlin, III
				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
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

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