UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 000-52865
(Check one)
o Form 10-K o Form 11-K o Form 20-F x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR
For Period Ended: March 31, 2010
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 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: NuGen Holdings, Inc.
Former Name if Applicable: InovaChem, Inc.
Address of Principal Executive Office (Street and Number): 44645 Guilford Drive, Suite 201
City, State and Zip Code: Ashburn, VA 20147
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 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 Form N-SAR, or Form N-CSR 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 the reasons why Form 10-K, 11-K, 20-F, 10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof could not be filed within the prescribed period. (Attach extra sheets if needed.)
InovaChem, Inc. (the “Registrant”) is unable to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (the “Form 10-Q”) without unreasonable effort or expense because the Registrant, which has a small accounting staff, has devoted a substantial amount of time and effort to the accounting required for the Company’s recent reverse merger with NuGen Mobility, Inc., as well as other business matters affecting the Registrant and requires additional time to review and complete the financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| Alan Pritzker, Chief Financial Office | (305) | 788-9339 |
| (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).
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.
We anticipate that for the six months ended March 31, 2010 (the “Current Period”), the Registrant’s revenues will be less than revenues for the corresponding period in the prior year (the “Prior Period”) and that gross (loss) and operating expenses for the Current Period will be greater than the Prior Period. (The results for the Current Period and the Prior Period reflect the results for NuGen Mobility, Inc which we acquired in a reverse merger in January 2010). These changes resulted from, among other things, increased compensation and direct labor expense. We have not provided an estimate of such changes because our financial statements have not been finalized.
NuGen Holdings, Inc.
(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 17, 2010 | By: /s/ Alan Pritzker |
| | Name: Alan Pritzker |
| | Title: 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 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 the 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.
