UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Commission File Number: 000-30017
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 2006
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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 related to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant: Sinoenergy Corporation
Former name if applicable: Franklyn Resources III, Inc.
Address of principal executive office: 234-5149 Country Hills Blvd. NW; Suite
429, Calgary, Alberta, Canada T3A 5K8
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.)
[X] (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, 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 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, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2006 cannot be filed within the prescribed time period because the
Company requires additional time for compilation and review to insure adequate
disclosure of certain information required to be included in the Form 10-KSB.
The Company's Annual Report on Form 10-KSB will be filed on or before the 15th
calendar day following the prescribed due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Qiong (Laby) Wu, Chief Financial Officer, 011 86-10-84927035-108
(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?
[X] Yes [ ] 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.
Prior to June 2, 2006, the registrant was a shell corporation which was
not engaged in any active business. On June 2, 2006, the registrant
acquired Sinoenergy Holding Limited, a British Virgin Islands corporation
("Sinoenergy"), in a transaction which is accounted for as a reverse
acquisition. Sinoenergy is the sole stockholder of Qingdau Sinogas General
Machinery Corporation, a Chinese corporation ("Sinogas"). As a result, the
results of operations for periods prior to June 2, 2006, will be the
results of operations of Sinogas, which is the accounting acquirer. Such
results were reflected in the Company's registration statement on Form
SB-2. Also, 2005 was the Company's first full year of operations, and the
Company was in the start-up phase for part of 2005.
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Sinoenergy Corporation
(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 2, 2007 By: /s/ Qiong (Laby) Wu
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Qiong (Laby) Wu
Chief Financial Officer
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