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: September 30, 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:





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 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.




The Registrant is unable to file its Quarterly Report on Form 10-Q for the period ended September 30, 2014, within the prescribed time period because the Registrant has not completed all of the information necessary to complete the Form 10-Q and the Registrant’s independent accountants need to finish their review of the Registrant’s financial statements for the quarter ended September 30, 2014.

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


Nicholas L. Scheidt        (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 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

The Registrant expects to report revenues for the three and nine months ended September 30, 2014 in the approximate range of $688,000 and $2,098,000 respectively. Its revenues for the three and nine months ended September 30, 2013 were $692,259 and $1,667,200 respectively. Its net income (loss) for the three and nine months ended September 30, 2013 were $118,148 and $(16,119) respectively. The Registrant expects to report net income for the three and nine months ended September 30, 2014, of approximately $78,000 and $352,000 respectively. The primary reason for the significant changes in net income relates to an increase in revenues of approximately $430,000 for the nine months September 30, 2014 compared to 2013.



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.


Dated: November 17, 2014   By  

/s/ Nicholas L. Scheidt

  Nicholas L. Scheidt
  Chief Executive Officer