UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

 (Check One)    
 
x   Form 10-K     ¨   Form 20-F     ¨   Form 11-K     ¨   Form 10-Q
¨   Form 10-D     ¨   Form N-SAR     ¨   Form N-CSR
   
   
For Period Ended:         December 31, 2011        
   
   
¨   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: _______________________________
 
Read Instruction (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

NXT Nutritionals Holdings, Inc.
Full Name of Registrant
 
 
Former Name if Applicable
 
933 E. Columbus Avenue
Suite C
Address of Principal Executive Office (Street and Number)
 
Springfield, MA 01105
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;
(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.
 
The compilation, dissemination and review of the information required to be presented in the Form 10-K for the relevant period has imposed time constraints that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the registrant. The registrant undertakes the responsibility to file such report no later than fifteen days after its original prescribed due date.
 
Forward-Looking Statements
 
This notification includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “expects” and “intends” and similar terms and phrases are used in this notification to identify forward-looking statements, including statements regarding the estimated timing for the filing of the Company’s Form 10-Q. Risks, uncertainties and assumptions that could affect the Company’s forward-looking statements include, among other things, the time needed for the Company to finalize and file its Form 10-Q. Unless required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
 
 
 
 
 
PART IV — OTHER INFORMATION
 
  (1)
Name and telephone number of person to contact in regard to this notification
   
David Briones
    
(413)
  
533-9300
(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
 
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 Company net loss for the fiscal year ended December 31, 2011 is expected to be approximately $1.0 million, compared to $17.4  million for the fiscal year ended December 31, 2010.
 
NXT Nutritionals Holdings, 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 30, 2012
  
By 
  
/s/    David Briones
 
  
 
  
 
  
Name: David Briones
Title:   Chief Financial Officer

 
NXT Nutritionals (CE) (USOTC:NXTH)
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