UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 2008
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 from third parties, delayed
access to certain records and financial information, limited funds and no staff
other than the Company's CEO, the report on Form 10-K could not be timely filed
without unreasonable effort or expense. See additional explanation below.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Cathy Bergman, Chief Executive Officer: 212.554.4219
(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 [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.
EXPLANATION:
Our significant debt obligations and continued operating losses were an
impediment to efforts to obtain the capital required to support our debt
obligations, our on-going PET imaging center operations and further our
radiation therapy ventures.
Our Board of Directors determined on February 6, 2008, that it was in our best
interest and that of our shareholders and our creditors to seek a divestiture
from our PET imaging centers and our radiation therapy ventures in an attempt to
satisfy our significant debt obligations. At such date, secured debt and
guarantees related to our PET imaging operations approximated $12.9 million and,
additionally, we had guaranteed approximately $4.5 million of debt related to
the radiation therapy ventures.
In connection with such decision, on February 25, 2008 we sold our equity
interests in our two PET imaging centers located in Rockville Centre and Forest
Hills, New York.
However, other than the above noted sale, although we aggressively attempted to
divest ourselves of our PET imaging centers, we were unable to conclude any
sales for our remaining PET imaging centers. On March 11, 2008, at the direction
of our Board of Directors, we began to terminate the operations of the imaging
centers that we owned or managed located in Wichita, Kansas, Parsippany, New
Jersey, East Setauket, New York, Jacksonville, Florida, and Tamarac, Florida,
all of which were closed and ceased operations on or before March 31, 2008. As
of June 30, 2008, we terminated our final imaging center operations in Hialeah,
Florida. We defaulted on the payments due to various secured lenders pursuant to
the finance agreements for the PET imaging equipment at each of these six
imaging centers and the lenders repossessed all of such equipment and/or
arranged for the sale of such equipment to third parties in foreclosure actions.
Additionally, during 2008 we disposed of our radiation therapy ventures and
discontinued all activities related thereto. Our $4.5 million of guarantees
related to this business segment were cancelled.
In November 2008, we closed our corporate offices in Boca Raton, Florida,
terminated all employees and placed the majority of our books and records in
long term storage. At that time, our Chief Executive Officer, Chief Financial
Officer and sole member of the Board of Directors resigned and a new Chief
Executive Officer and sole member of the Board was installed.
We significantly reduced our debt and obligations during 2008 aggressively
negotiating and entering into settlement agreements with our various secured and
unsecured creditors. However, at year end 2008 we have debts and obligations
that remain of approximately $600,000 ($272,000 of which is secured debt and the
balance of which is unsecured debt and trade payables). This amount is exclusive
of a default judgment of $1.6 million, plus legal fees and interest that accrue
monthly. We do not have sufficient capital to cure any of these debts or
obligations.
Additional details on the foregoing will be set forth in our Form 10-K.
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 31, 2009 By: /s/ Cathy Bergman
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Name: Cathy Bergman
Title: Chief Executive Officer