UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 000-04186
(Check One): [X] Form 10-K and 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 2005
Nothing on this Form shall be construed to imply that the Commission has
verified any information contained herein
PART I. REGISTRANT INFORMATION
THE SAGEMARK COMPANIES LTD.
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Full Name of Registrant
N/A
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Former Name if Applicable
1285 Avenue of the Americas, 35th Floor, New York, New York 10019
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Address of Principal Executive Office
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 and Form 10-KSB, Form 20-F, 11-K or Form
N-SAR, 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 and Form
10-QSB, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date [X]
(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 and Form 10-KSB, 10-Q
and Form 10-QSB, N-SAR, or the transition report or portion thereof could not be
filed within the prescribed period.
Due to delays in receiving certain information, including audited
financial statements from our investment in an unconsolidated affiliate (Trident
Growth Fund L.P.), as well as from a number of health care facilities to which
we provide administrative services pursuant to various administrative and
services agreements, the report on Form 10-KQSB could not be timely filed
without unreasonable effort or expense.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
George W. Mahoney, Chief Financial Officer: 212.554.4219
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(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 [ ] 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?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reason why a
reasonable estimate of the results cannot be made.
THE SAGEMARK COMPANES LTD.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: March 30, 2006 By: /s/ GEORGE W. MAHONEY
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Name: George W. Mahoney
Title: Chief Financial Officer