Washington, D.C. 20549





FORM 12b-25





(Check One):      

¨  Form 10-K     ¨  Form 20-F     ¨  Form 11-K     x  Form 10-Q

¨  Form N-SAR     ¨  Form N-CSR

  For Period Ended: March 31, 2014
  ¨  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:             


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:




Explanatory Note

This Amendment No. 1 to the Form 12b-25 is being filed to correct the information provided under paragraph (3) of Part IV -- Other Information, which inadvertently was not updated for the quarter ended March 31, 2014 compared to the same quarter ended 2013.


Arête Industries, Inc.

Full Name of Registrant


Former Name if Applicable

7260 Osceola Street

Address of Principal Executive Office (Street and Number)

Westminster, Colorado 80030

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)


x      (a)  

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;



The subject annual report, semi-annual report, transition report on Form 10-K, Form 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


  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




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.

The Registrant is unable to file its Quarterly Report on Form 10-Q for the period ended March 31, 2014, within the prescribed time period because the Registrant has not been able to obtain and assimilate all information required to complete its accounting and disclosures along with the XBRL tagging needed for a complete filing.

This Notification of Late Filing on Form 12b-25 includes certain statements which may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws. Although the Registrant believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. For forward-looking statements herein, the Registrant claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and other protections under the Federal securities laws. The Registrant assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise.





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


Donald W. Prosser        (303)       427-8688
(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    ¨  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

A significant change in the Company’s results of operations for the quarter ended March 31, 2014 is expected in comparison to the quarter ended March 31, 2013. The Company expects total revenues of approximately $660,000 for the quarter ended March 31, 2014, an increase of approximately $202,000, compared to total revenues of approximately $458,000 for the same period last year. A significant portion of the increase was due to a fee earned in connection with the sale of oil and natural gas properties of approximately $163,600 in the quarter ended March 31, 2014. The Company expects net income of approximately $184,000 for the quarter ended March 31, 2014, compared to a net loss of approximately $92,000 for the same period last year.




Arête Industries, 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: May 16, 2014


 /s/ Donald W. Prosser

      Donald W. Prosser
      Chief Financial Officer and Director