- Notification that Quarterly Report will be submitted late (NT 10-Q)
2009年5月19日 - 5:41AM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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(Check One):
£
Form
10-K
£
Form
20-F
£
Form
11-K
x
Form
10-Q
£
Form
N-SAR
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For
period ended:
March
31, 2009
£
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.
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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
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Full
Name of Registrant
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Global
Energy Holdings Group, Inc.
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Former
Name if Applicable
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Address
of Principal Executive Office
(Street and
Number)
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3348
Peachtree Road, N.E., Tower 200, Suite 250
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City,
State and Zip Code
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Atlanta,
Georgia 30326
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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
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(a)The
reason 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.
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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 is unable, without unreasonable effort and expense, to file its
Quarterly Report on Form 10-Q for the period ended March 31, 2009 (the “Form
10-Q”) on a timely basis because its chief executive officer resigned his
position as chief executive officer effective as of May 15, 2009 and has
declined to execute the Form 10-Q on behalf of the Company or to make the
certifications required by the Securities Exchange Act of 1934, as adopted by
Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002. As of
May 15, 2009 the Registrant did not have another officer performing functions
equivalent to the chief executive officer. The Registrant’s interim
Chief Financial Officer has executed the Form 10-Q and has made the required
certifications.
The
Registrant anticipates that it will file its Quarterly Report on Form 10-Q
within the period provided by Rule 12b-25 under the Securities Exchange Act of
1934, as amended.
PART
IV-- OTHER INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this
notification:
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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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
o
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(3)
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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?
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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.
It is
anticipated that the Registrant’s Quarterly Report on Form 10-Q for the period
ended March 31, 2009 will show a significant change in results of operation
compared to the period ended March 31, 2008 as a result of the Registrant’s
decision to focus its operations on the development of renewable energy
projects, such as biomass gasification and landfill gas-to-energy projects, and
to exit its legacy ethanol business. The Registrant’s only source of
revenue during the first quarter of 2008 was from its sales of ethanol and
related products at its Blairstown, Iowa ethanol plant. As a result
of its decision to pursue the development of renewable energy projects
and high prices for corn and natural gas, the Registrant ceased
production of ethanol at the Blairstown facility on May 1, 2008 to reduce its
operating losses. Accordingly, after May 1, 2008, the Registrant did
not generate any revenue from operations.
As a
result of this decision to exit its legacy ethanol business and to cease
producing ethanol as of May 1, 2008, the Registrant’s net sales for the period
ended March 31, 2009 were $0 compared to approximately $3,012,000 for the period
ended March 31, 2008. However, the Registrant estimates that its net
loss for the period ended March 31, 2009 will be approximately $1,038,000, or
$.04 per share, compared to a net loss of approximately $1,972,000, or $.07 per
share, for the period ended March 31, 2008.
Global
Energy Holdings Group, Inc.
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(Name
of Registrant as Specified in Charter)
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has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
May 18, 2009
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By:
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/s/ Steven
Paulik
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Name:
Steven Paulik
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Title:
Interim Chief Financial Officer
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ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001)
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