SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 0-52100
NOTIFICATION OF LATE FILING
| (Check One) | o Form 10-K | o Form 11-K | o Form 20-F | x Form 10-Q |
| | oForm N-SAR | | | |
For Period Ended: March 31, 2008
| | 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 attached instruction sheet 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
Full Name of Registrant
25025 I-45 North, Suite 525
Address of Principal Executive Office (Street and Number)
The Woodlands, Texas 77380
City, State and Zip Code
PART II
RULE 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 reasons 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 or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or 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. |
PART III
NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)
The small business issuer’s quarterly report on Form 10-Q could not be filed without unreasonable effort or expense because of delays in completing the consolidated financial statements of the company and its subsidiaries. The report will be filed no later than the 5th calendar day following the due date, or by May 20, 2008.
PART IV
OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| | Gerald Goodman | | (732) 544-8111 | |
| | (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 the answer is no, identify report(s). |
| | |
o Yes x 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. (See below.)
The small business issuer’s quarterly report on Form 10-Q will report net revenues of approximately $2.2 million, compared to $0 of revenues in the first quarter of 2007. In addition, loss from operations in the first quarter of 2008 was approximately $2.61 million, compared to approximately $434,266 in the same quarter of 2007; and the small business issuer’s net loss for the first quarter of 2008 was approximately $6.65 million ($0.12 per common share), compared to net loss of approximately $439,493 ($0.02 per common share) in the first quarter of 2007. The changes in results of operations from the first quarter of 2007 to the first quarter of 2008 were primarily the result of the acquisition by the small business issuer’s majority-owned subsidiary, in May 2007, of certain oil and gas properties in Galveston Bay, Texas, as previously disclosed in the small business issuer’s periodic reports and other securities filings.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 16, 2008 | By: | /s/ Gerald Goodman |
| | | Gerald Goodman |
| | | 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. |
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T.
