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
For
Period Ended:
June 30, 2018
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Transition
Report on Form 10-K
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[ ]
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Transition
Report on Form 20-F
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[ ]
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Transition
Report on Form 11-K
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[ ]
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Transition
Report on Form 10-Q
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[ ]
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Transition
Report on Form N-SAR
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For
the Transition Period Ended: ___________________
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
Africa
Growth Corporation
Full
Name of Registrant
Brenham
Oil & Gas Corp
Former
Name if Applicable
3773
Howard Hughes Parkway, Suite 500s
Address
of Principal Executive Office (Street and Number)
Las
Vegas, Nevada 89169-6014
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)
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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(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,11-K or Form N-SAR, 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
(c)
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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could
not be filed within the prescribed time period.
Africa
Growth Corporation (the “Company”) was unable to complete its Quarterly Report on Form 10-Q for the period ended June
30, 2018 by the prescribed due date and will be unable to file the Form 10-Q within the fifteen-day extension as provided by Rule
12b-25(b). As previously disclosed, initially on August 30, 2017 and subsequently, the tortious interference committed by certain
governmental individuals and instrumentalities in Angola against the Company and its Isha Project and Pina Project real estate
assets, located in Luanda, Angola is ongoing. The Company has been pursuing all available remedies at law and in equity to end
the tortious interference and protect the Company’s interests in its Angolan real estate assets and whilst the Company’s
expectation remains that the matter will be resolved in the medium to long term to the Company’s satisfaction, the Company
is unable to reliably or reasonably measure the form or relief.
The
Company is committed to resolving the issues and filing all required financial and other information with the Securities and Exchange
Commission (the “SEC”).
PART
IV— OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
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Brenton
Kuss
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+44
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2038622920
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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 answer is no, identify report(s).
[ ]
Yes [X] No
Quarterly
Report on Form 10-Q for the periods ended September 30, 2017 and March 31, 2018 and Annual Report on Form 10-K for the period
ended December 31, 2018 was unable to be filed for the same reasons as identified above.
(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 [ ] 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.
A
reasonable estimate of the changes in the results of operations from the corresponding period for the prior fiscal year is not
available at this time. For the reasons stated above, the Company is unable to complete its preparation of consolidated financial
statements for the fiscal year 2017. In addition, the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 is
anticipated to include consolidated financial results for the Company’s subsidiary, Africa International Capital, which
were not included in the Company’s prior Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
Forward-Looking
Statements
The
Company makes forward-looking statements in this Report within the meaning of the Private Securities Litigation Reform Act of
1995. These statements may be preceded by, followed by or include the words “may,” “might,” “will,”
“will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,”
“intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,”
“target” or similar expressions. These forward-looking statements, which include statements regarding the ongoing
dispute in Angola relating to the Company’s real estate assets, involve a number of risks and uncertainties which may cause
them to turn out to be wrong. Accordingly, forward-looking statements should not be relied upon as representing our views as of
any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances
after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under
applicable securities laws. A detailed discussion of risks and uncertainties related to our business is included in the section
entitled “Risk Factors” in our most recent Annual Report on Form 10-K and subsequently filed Quarterly Reports on
Form 10-Q.
Africa
Growth 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: August 15, 2018
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By:
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/s/
Brenton Kuss
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Brenton Kuss
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Chief Executive Officer
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