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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(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, 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. |
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 |
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) |
3348 Peachtree Road, N.E., Tower 200, Suite 250 |
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City, State and Zip Code |
| Atlanta, Georgia 30326 |
SEC 1344 (05-06)
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)
| | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
| x | (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 Registrant is unable, without unreasonable effort and expense, to file its Quarterly Report on Form 10-Q for the period ended September 30, 2009 (the “Form 10-Q”) on a timely basis due to delays in completion of review of the financial statements included in the Form 10-Q by the Registrant’s independent registered public account, Frazier & Deeter, LLC (“F&D”). F&D was unable to complete its review due to delay in receipt of outstanding items to be received from the Registrant as well as other engagement completion procedures that F&D is required to perform.
The Registrant is working with F&D to resolve these items and anticipates that it will file the Form 10-Q within the period provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended. Pursuant to Rule 12b-25, attached hereto as Exhibit 99.1 is the statement of F&D.
PART IV-- OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
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| (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 o 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 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 three month and nine month periods ended September 30, 2009 will show a significant change in results of operation compared to the corresponding periods ended September 30, 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 significant source of operating revenue during 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 three month and nine month periods ended September 30, 2009 were $0 and $0 respectively compared to approximately $21,000 and $3,721,000 for the corresponding periods ended September 30, 2008. However, the Registrant estimates that its net loss for the three month and nine month periods ended September 30, 2009 will be approximately $1,914,000, or $.07 per share, and $4,196,000, or $.15 per share, respectively, compared to a net loss of approximately $3,606,000, or $.13 per share, and $7,097,000, or $.25 per share, for the corresponding periods ended September 30, 2008.
Global Energy Holdings Group, 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: November 17, 2009 | By: | /s/ Jimmy L. Bobo | |
| | | Name: Jimmy L. Bobo | |
| | | Title: Chief Executive Officer | |
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ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001) |
