Form NT 10-K - Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405
April 01 2024 - 4:43PM
Edgar (US Regulatory)
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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: 3235-0058 |
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Washington, D.C. 20549 |
Expires: April 30, 2025 |
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Estimated average burden |
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FORM
12b-25 |
hours per response 2.50 |
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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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(Check
one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form
10-D ☐ Form N-CEN ☐ Form N-CSR
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For
Period Ended: |
December
31, 2023 |
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| ☐ | Transition
Report on Form 10-K |
| ☐ | Transition
Report on Form 20-F |
| ☐ | Transition Report on Form 11-K |
| ☐ | Transition
Report on Form 10-Q |
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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
EVERGREEN SUSTAINABLE ENTERPRISES,
INC.
Full
Name of Registrant
Generation
Hemp, Inc.
Former Name if Applicable
8533
Midway Rd
Address
of Principal Executive Office (Street and Number)
Dallas,
TX 75209
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 reason 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,
Form 11-K, Form N-CEN 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) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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SEC 1344 (06-19) |
Persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently valid OMB control number. |
PART
III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
(Attach extra Sheets if Needed)
Evergreen Sustainable Enterprises,
Inc.’s (the “Company” or “Evergreen”) annual report on Form 10-K for the year ended December 31, 2023 could
not be filed by April 1, 2024 without unreasonable effort and expenses because the Company requires additional time. Evergreen Sustainable
Enterprises, Inc., a Delaware corporation (“Evergreen” or the “Company”), is in the process of finalizing its
annual report on Form 10-K (the “10-K”) for the fiscal year ended December 31, 2023 (“Fiscal 2023”), which was
originally scheduled to be filed on April 1, 2024.
Effective October 1, 2023, management
and day-to-day operations of Toro Energia Sociedad Anonima (“Toro”) were taken over by Evergreen and its subsidiaries. Five
new employees were hired last October and the Company maintains full operating control of the hydroelectric generating plant, along with
all bitcoin activities.
Management has retained two separate
accounting firms located in Costa Rica who have been restructuring the accounting books and records from the prior owner. This historical
information has been necessary in order that the accounting of Toro, an 80% owned subsidiary of the Company, could be completed and consolidated
into the parent company’s consolidated financial statements and filings. This extensive process going back to January 2023 is imperative
so that Evergreen can complete its Form 10-Qs, ending March 31, 2023, June 30, 2023, and September 30, 2023 and annual filings in the
manner required under the rules and regulations of the Securities and Exchange Commission. Management anticipates filing its Form 10-K
at the earliest possible date. The Company does not anticipate there will be any restatements of previously filed financial statements.
PART IV — OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
Dean M. Colucci, Esq. |
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973 |
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424-2020 |
(Name) |
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(Area Code) |
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(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 answer is no, identify report(s). Yes ☐ No
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Form 10-Q for the quarter ended March 31, 2023; Form
10-Q for the quarter ended June 30, 2023;
Form 10-Q for the quarter ended
September 30, 2023
(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.
EVERGREEN SUSTAINABLE ENTERPRISES,
INC.
(Name of Registrant as Specified
in Charter)
has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
April 1, 2024 |
By:
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/s/
Gary C. Evans |
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Gary
C. Evans, Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly 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.
ATTENTION |
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001). |
GENERAL INSTRUCTIONS
1. | This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and
Regulations under the Securities Exchange Act of 1934. |
2. | One signed original and four conformed copies of this form and amendments thereto
must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public
record in the Commission files. |
3. | A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the registrant is registered. |
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4. | Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification. |
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5. | Interactive data submissions. This form shall not be used by electronic
filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers
unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation
S-T (§232.201 and §232.202 of this chapter). |
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