- Notification that Annual Report will be submitted late (NT 10-K)
March 31 2009 - 5:16PM
Edgar (US Regulatory)
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OMB
APPROVAL
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UNITED
STATES
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OMB
Number: 3235-0058
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SECURITIES
AND EXCHANGE COMMISSION
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Expires: April
30, 2009
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Estimated average
burden
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Washington, D.C. 20549
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hours
per response . . .
. 2.50
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FORM
12b-25
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SEC
FILE NUMBER
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NOTIFICATION OF LATE FILING
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CUSIP
NUMBER
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37991A
100
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(Check One):
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x
Form
10-K
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o
Form
20-F
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o
Form
11-K
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o
Form
10-Q
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o
Form
N-SAR
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o
Form
N-CSR
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For
period ended:
December 31, 2008
£
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:
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PART
I -- REGISTRANT INFORMATION
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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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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
Annual Report on Form 10-K for the period ended December 31, 2008 (the “Form
10-K”) on a timely basis due to delays in completion of the audit of the
Registrant’s audited financial statements required to be included in the Form
10-K. The Registrant did not have sufficient cash on hand to pay its
independent registered public accounting firm, Imowitz Koenig & Co., LLP
(“Imowitz”) for services performed. On February 27, 2009, Imowitz
advised the Registrant that it could not begin work on the audit of the
Registrant’s financial statements until it was paid the amount owed to
it. Given the Registrant’s insufficient cash resources at that time,
it was not able to engage a new independent registered public accounting firm to
perform the audit. The Registrant generated cash from the sale of its
shares of common stock of New Generation Biofuels Holdings, Inc. on March 18,
2009 and used a portion of the proceeds from that sale to partially pay the
amount owed to Imowitz. See our Current Report on Form 8-K, filed
with the Securities and Exchange Commission on March 20, 2009, for more
information regarding the sale of our New Generation Biofuels Holdings, Inc.
common stock.
Imowitz
began work on the audit of the Registrant’s financial statements on March 21,
2009. The Registrant anticipates that it will file its Annual Report
on Form 10-K 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 Imowitz.
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 Annual Report on Form 10-K for the year ended
December 31, 2008 will show a significant change in results of operation
compared to the year ended December 31, 2007 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 source of
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 estimates that
net sales for the year ended December 31, 2008 decreased to approximately $3.8
million compared to $11.0 million for the year ended December 31,
2007. However, the Registrant estimates that its net loss for the
year ended December 31, 2008 will be approximately $13.2 million, or $.46 per
share, compared to a net loss of $31.3 million, or $1.09 per share, for the
prior year.
Global
Energy Holdings Group, Inc.
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(Name of Registrant as Specified in
Charter)
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has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
March 31, 2009
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By:
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/s/ Rom
Papadopoulos
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Name:
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Rom
Papadopoulos
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Title:
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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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