UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
Commission
File Number 000-21571
|
(Check
One):
o
Form 10-K
o
Form 20-F
o
Form 11-K
x
Form 10-Q
o
Form 10-D
o
Form N-SAR
o
Form N-CSR
|
For
Period Ended:
September
30,
2009
o
Transition
Report on
Form 10-K
o
Transition
Report on
Form 20-F
o
Transition
Report on
Form 11-K
o
Transition
Report on
Form 10-Q
o
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.
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
SES Solar
Inc.
Full Name
of Registrant
N/A
;
Former
Name if Applicable
129, Route de
Saint-Julien
Address
of Principal Executive Office
(Street and
Number)
1228 Plan-les-Outes, Geneva,
Switzerland
City,
State and Zip Code
PART
II
RULE
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.)
x
|
(a)
The reason 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 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.
(Attach
extra Sheets if Needed)
SES Solar
Inc. (the “Company”) was not in a position to file its Quarterly Report on Form
10-Q for the Company’s fiscal third quarter ended September 30, 2009 (the “Form
10-Q”) with the U.S. Securities and Exchange Commission due to the unanticipated
amount of time required by the Company and its auditors to evaluate certain
codification changes under US GAAP and the impact of such changes to the
Company’s financial statements and its relevant critical accounting
policies.
PART
IV
OTHER
INFORMATION
(1) 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) 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
o
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
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.
For the
reasons set forth in Part III hereto, the Company requires additional time to
complete its unaudited financial statements for the period ended September 30,
2009. Although such results have not been fully determined at this
time, based on its most recent preliminary unaudited financial data, the Company
expects a significant change in its results of operations for the three month
and nine month periods ended September 30, 2009 compared to the same periods in
2008. The following table provides preliminary unaudited summary
financial data for the three month and nine month periods ended
September 30, 2009 and comparative data for the corresponding periods in
2008.
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For
the Three Months
Ended
September 30,
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|
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For
the Nine Months
Ended
September 30,
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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2009
(unaudited)
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|
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2008
(unaudited)
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2009
(unaudited)
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2008
(unaudited)
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Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
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Revenue
|
|
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38,046
|
|
|
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1,569
|
|
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1,299,316
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|
|
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34,161
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Cost
of goods sold (exclusive of depreciation shown separately
below)
|
|
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(36,983
|
)
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|
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(1,335
|
)
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|
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(902,158
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)
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|
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(3,092
|
)
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Costs
and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Personnel
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158,285
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|
|
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123,714
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467,152
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405,957
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Rent
and leases expenses
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26,629
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36,653
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99,989
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112,956
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Research
& Development
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63,866
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58,952
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188,343
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|
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279,539
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Other
General & Administrative Expenses
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157,860
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267,805
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|
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463,970
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673,163
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Depreciation
and amortization
|
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9,998
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|
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16,527
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55,366
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50,829
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Total
costs and expenses
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416,638
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503,651
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1,274,820
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1,522,444
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Other
Income and Expense:
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Interest
expense
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(9,979
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)
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(102,523
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)
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(27,577
|
)
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|
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(322,520
|
)
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Interest
income
|
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0
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7,567
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0
|
|
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46,756
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Other
gain
|
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44,753
|
|
|
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0
|
|
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44,753
|
|
|
|
0
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Foreign
exchange gain/(loss)
|
|
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260,002
|
|
|
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(258,030
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)
|
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96,923
|
|
|
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79,493
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Total
other income (loss)
|
|
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294,776
|
|
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(352,986
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)
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114,099
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|
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(196,271
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)
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|
|
|
|
|
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|
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|
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|
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Net
income (loss) from continuing operations
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(120,799
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)
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(856,403
|
)
|
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(763,563
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)
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(1,687,646
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)
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Net
income (loss) from discontinued operations
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0
|
|
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0
|
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0
|
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1,331,856
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Net
income (loss)
|
|
|
(120,799
|
)
|
|
|
(856,403
|
)
|
|
|
(763,563
|
)
|
|
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(355,790
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)
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For 2008 amounts have been
reclassified to reflect discontinued operations.
As
indicated above, the Company’s preliminary unaudited results of operations
reflect a net loss of $120,799 for the three months ended September 30, 2009
compared to a net loss of $856,403 for the three months ended September 30,
2008. The decrease in net loss during the three months ended September 30, 2009
was due to $518,032 of favorable foreign exchange rate conditions between the
Swiss franc and the U.S. dollar and a reduction in interest expense and general
and administrative expenses during the three month period ended September 30,
2009. During the three months ended September 30, 2009, the Company
generated total revenue of $38,046 compared to $1,569 for the three months ended
September 30, 2008. Cost of goods sold for the three months ended
September 30, 2009 was $36,983 compared to cost of goods sold of $1,335 for the
three months ended September 30, 2008. The increase in revenue and
cost of goods sold for the three months ended September 30, 2009 are
attributable to management’s increased focus on completing the Company’s
manufacturing facility and producing its products on a large scale and moving
away from smaller customized installation projects.
The
Company’s preliminary unaudited results of operations reflect a net loss of
$763,563 for the nine months ended September 30, 2009 compared to a net loss of
$355,790 for the nine months ended September 30, 2008. The increase
in net loss during the nine months ended September 30, 2009 compared to 2008 was
due largely to the fact that the Company generated income from discontinued
operations for the nine months ended September 30, 2008 of $1,331,856, which
included a gain of $1,185,704 from the sale of the Solar Plant, as compared to
income of $0 for the nine months ended September 30, 2009 from this discontinued
activity. During the nine months ended September 30, 2009, the
Company completed several projects and generated total revenue of $1,299,316
compared to $34,161 for the nine months ended September 30,
2008. Cost of goods sold for the nine months ended September 30, 2009
was $902,158 compared to cost of goods sold of $3,092 for the nine months ended
September 30, 2008. The increase in cost of goods sold for the nine
months ended September 30, 2009 is entirely attributable to the projects
completed during the period.
* * * * *
* * * *
SES Solar
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
17, 2009
SES Solar
Inc.
By:
/s/ Sandrine
Crisafulli
Sandrine
Crisafulli
Chief
Financial Officer and Chief Operating Officer
SES Solar (CE) (USOTC:SESI)
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