NT 10-K 1 a12-7334_3nt10k.htm NT 10-K









Washington, D.C. 20549

FORM 12b-25









98919T 100



(Check one):


x Form 10-K

o Form 20-F

o Form 11-K

o Form 10-Q

o Form 10-D



o Form N-SAR

o Form N-CSR













For Period Ended:

December 31, 2011



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: Not Applicable




ZaZa Energy Corporation

Full Name of Registrant



Former Name if Applicable


1301 McKinney Street, Suite 3000

Address of Principal Executive Office (Street and Number)


Houston, Texas 77010

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)




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, 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



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, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


We were not able to file our Annual Report on Form 10-K (the “Form 10-K”) for the year  ended December 31, 2011 on or prior to the due date because of the need to determine the accounting, reporting and disclosure impacts that a disagreement with our joint venture partner may have on the financial statements of ZaZa Energy, LLC, our accounting predecessor.  As a result, we were unable to file our Form 10-K on a timely basis without unreasonable effort and expense.  We anticipate that the subject report will be filed on or before the 15th calendar day following the prescribed due date.






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


Charles Campise








(Area Code)


(Telephone Number)




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








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    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 registrant, ZaZa Energy Corporation, was formed in August 2011, and did not conduct any material operations until the consummation of the combination of Toreador Resources Corporation and ZaZa Energy, LLC in February 2012.  ZaZa Energy, LLC, our accounting predecessor, will show a significant change in results of operations for the quarter and fiscal year ended December 31, 2011, as compared to the quarter and fiscal year ended December 31, 2010, primarily as a result of merger related costs incurred in 2011 and the receipt of less bonus income from our joint venture partner in 2011.  We are unable to reasonably estimate the change in the results of operations as compared to prior periods pending the resolution or quantification of the disagreements with our joint venture partner as discussed in Part III above.


ZaZa Energy Corporation

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.













March 30, 2012








Charles Campise





Chief Financial 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.





Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).