- Notification that Quarterly Report will be submitted late (NT 10-Q)
May 15 2012 - 4:30PM
Edgar (US Regulatory)
UNITED STATES
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OMB
APPROVAL
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SECURITIES AND EXCHANGE COMMISSION
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OMB
Number:
3235-0058
Expires:
June
30, 2012
Estimated
average burden
hours
per response 2.50
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Washington, D.C. 20549
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FORM 12b-25
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NOTIFICATION OF LATE FILING
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(Check One):
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Form 10-K
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Form 20-F
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Form 11-K
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x
Form 10-Q
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Form N-SAR
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Form N-CSR
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For Period Ended:
March 31, 2012
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¨
Transition Report on Form 10-K
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Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q
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Transition Report on Form N-SAR
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SEC
File No.
33-46104-FW
CUSIP
NO.
883906406
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For the Transition Period Ended: _________________________________
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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.
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
ThermoEnergy Corporation
Full Name of Registrant
N/A
Former Name if Applicable
10 New Bond Street
Address of Principal Executive Office (Street and Number)
Worcester, Massachusetts 01606
City, state and zip code
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 reasons 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 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, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Our Quarterly Report on Form 10-Q for the period ended
March 31, 2012 could not be filed within the prescribed time period because we experienced delays in the completion of our audited
consolidated financial statements as of, and for the year ended, December 31, 2011 and, until completion of such audited consolidated
financial statements, we were unable to complete our unaudited consolidated financial statements for the period ended March 31,
2012 that are required to be included in the Form 10-Q. These delays could not be eliminated without unreasonable effort or
expense. We expect to file our Form 10-Q within the time period permitted by Rule 12b-25.
Cautionary Note Regarding Forward Looking
Statements
Statements made in this Form 12b-25, as well as statements
made by us in periodic filings with governmental entities, press releases and other public communications, that reflect management's
current assumptions and estimates of future performance may contain forward-looking statements to future events or future financial
performance that involves risks and uncertainties. These statements are made pursuant to the safe harbor provisions of Section
21E of the Securities Exchange Act of 1934. These statements are only predictions and actual results could differ materially from
those anticipated in these statements based upon a number of factors including those uncertainties and risk factors detailed from
time to time in reports filed by us with the Securities and Exchange Commission, including our most recent reports on Forms 10-K
and 10-Q.
PART IV
OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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Teodor
Klowan Jr., CPA
508 854-1628
(Name) (Area Code) (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
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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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Yes
x
No
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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.
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THERMOENERGY CORPORATION
(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:
May 15, 2012
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By:
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/s/ Teodor Klowan Jr.,
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Teodor Klowan Jr., CPA
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Chief Financial 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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