- Notification that Quarterly Report will be submitted late (NT 10-Q)
November 17 2009 - 4:09PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
12b-25
NOTIFICATION OF LATE
FILING
(Check One):
£
Form
10-K
£
Form
20-F
£
Form
11-K
x
Form
10-Q
£
Form
N-SAR
£
Form
N-CSR
For
period ended:
September 30,
2009
£
Transition
Report on Form 10-K
£
Transition
Report on Form 20-F
£
Transition
Report on Form 11-K
£
Transition
Report on Form 10-Q
£
Transition
Report on Form N-SAR
For the
transition period ended: _______________________________________
Read
Instruction (on back page) 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.
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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
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|
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Full
Name of Registrant
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Global
Energy Holdings Group, Inc.
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Former
Name if Applicable
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Address
of Principal Executive Office
(Street and
Number)
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3348
Peachtree Road, N.E., Tower 200, Suite 250
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City,
State and Zip Code
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Atlanta,
Georgia
30326
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SEC 1344
(05-06)
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)
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(a)
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The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or
expense
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x
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(b)
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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 fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, or portion thereof, will
be filed on or before the fifth calendar day following the prescribed due
date; and
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III -- NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
The
Registrant is unable, without unreasonable effort and expense, to file its
Quarterly Report on Form 10-Q for the period ended September 30, 2009 (the “Form
10-Q”) on a timely basis due to delays in completion of review of the financial
statements included in the Form 10-Q by the Registrant’s independent registered
public account, Frazier & Deeter, LLC (“F&D”). F&D was
unable to complete its review due to delay in receipt of outstanding items to be
received from the Registrant as well as other engagement completion procedures
that F&D is required to perform.
The
Registrant is working with F&D to resolve these items and anticipates that
it will file the Form 10-Q within the period provided by Rule 12b-25 under the
Securities Exchange Act of 1934, as amended. Pursuant to Rule 12b-25,
attached hereto as Exhibit 99.1 is the statement of F&D.
PART
IV-- OTHER INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this
notification
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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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 answer
is no, identify report(s).
x
Yes
o
No
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(3)
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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?
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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.
It is
anticipated that the Registrant’s Quarterly Report on Form 10-Q for the three
month and nine month periods ended September 30, 2009 will show a significant
change in results of operation compared to the corresponding periods ended
September 30, 2008 as a result of the Registrant’s decision to focus its
operations on the development of renewable energy projects, such as biomass
gasification and landfill gas-to-energy projects, and to exit its legacy ethanol
business. The Registrant’s only significant source of operating
revenue during 2008 was from its sales of ethanol and related products at its
Blairstown, Iowa ethanol plant. As a result of its decision to pursue
the development of renewable energy projects and high prices for corn
and natural gas, the Registrant ceased production of ethanol at the Blairstown
facility on May 1, 2008 to reduce its operating losses. Accordingly,
after May 1, 2008, the Registrant did not generate any revenue from
operations.
As a
result of this decision to exit its legacy ethanol business and to cease
producing ethanol as of May 1, 2008, the Registrant’s net sales for the three
month and nine month periods ended September 30, 2009 were $0 and $0
respectively compared to approximately $21,000 and $3,721,000 for the
corresponding periods ended September 30, 2008. However, the
Registrant estimates that its net loss for the three month and nine month
periods ended September 30, 2009 will be approximately $1,914,000, or $.07 per
share, and $4,196,000, or $.15 per share, respectively, compared to a net loss
of approximately $3,606,000, or $.13 per share, and $7,097,000, or $.25 per
share, for the corresponding periods ended September 30, 2008.
Global
Energy Holdings Group, Inc.
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
November 17, 2009
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By:
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/s/
Jimmy L. Bobo
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Name:
Jimmy L. Bobo
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Title:
Chief Executive Officer
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ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001)
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