American Clean Resources Group, Inc NT 10-Q, filed Nov 15, 2023
American Clean Resources Group, Inc. (ACRG)
SEC FILE NUMBER: 000-14319
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 | |
| ☒ Form 10-Q | ☐ Form 10-D | ☐ Form N-SAR | ☐ Form N-CSR |
For Period Ended: September 30, 2023
| ☐ | 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: | |||
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: Not applicable.
PART I -- REGISTRANT INFORMATION
AMERICAN CLEAN RESOURCES GROUP, INC.
Full Name of Registrant
N/A
Former Name if Applicable
12567 West Cedar Drive, Suite 203,
Address of Principal Executive Office (Street and Number)
Lakewood, Colorado 80228-2039
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.)
| (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| ☒ | (b) | 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 |
| (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 why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.) | ||
American Clean Resources Group, Inc. (the “Company”) could not timely file without unreasonable effort or expense its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 because of delays with the financial statement preparation. The Company expects to file its Form 10-Q on or before November 21, 2023.
PART IV – OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: |
| Sharon L. Ullman, Chief Financial Officer | (720) | 458-1124 | |||
| Name | (Area Code) | (Telephone Number) |
| (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). |
| ☒ 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? |
| ☐ Yes ☐ ☒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.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 12b-25 includes “forward-looking statements,” which may be identified by the use of words such as “anticipates,” “will,” “believes,” “intends,” “plans,” “expects” and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. These forward-looking statements include statements and expectations about the Company’s results, identification of errors in previous filings and the timing and impact thereof; the anticipated impact of certain accounting errors and related matters on our results of operations and financial condition; the scope and number of material weaknesses in internal control over financial reporting and their potential impact; the anticipated future performance of our businesses, and the timing of the filing of the Quarterly Report on Form 10-Q for the period ended September 30, 2023. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Such risks and uncertainties include, without limitation, the risk that, upon completion of further procedures, the financial results for the period ended September 30, 2023 are different than the results described in this Form 12b-25, the risk that the Company is unable to complete its closing procedures in a timely manner to file its Quarterly Report on Form 10-Q as indicated in this Form 12b-25, any potential amendments to the Company’s historical filings under the Exchange Act; the duration and scope of the analysis of the Company’s internal control over financial reporting, including potential conclusions that there is one or more additional material weaknesses in the Company’s internal control over financial reporting; our ability to identify and remedy internal control weaknesses and deficiencies; that our disclosure controls and procedures are not effective; the timing and nature of the final resolution of the accounting issues referred to in this notice and the attached explanation; our ability to become current with our SEC periodic reporting requirements; our ability to effectively implement our business strategies and manage the risks in our business; the reactions of the marketplace to the foregoing; the other factors discussed in this notice and the attached explanation; litigation and potential governmental investigations or proceedings arising out of or related to accounting and financial reporting matters; general business, economic and political conditions as well as those risks and uncertainties described in the sections entitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) and similar disclosures in subsequent periodic and current reports filed with the SEC, which are available on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made. The Company disclaims any obligation to update or correct any forward-looking statements made herein due to the occurrence of events after the issuance of this report except as required under federal securities laws.
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AMERICAN CLEAN RESOURCES GROUP, INC.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: November 15, 2023 | By: | /s/ Sharon L. Ullman |
| Sharon L. Ullman | ||
| Chief Financial Officer | ||
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other fully authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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