-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KHVeyk7uqlTQ+9YhjQouASvx6ywOsIYzWoAd6DK/6z1MjsRnOHefYTnKHkWiR4dW hVlcC/vSeQvELkCcftkKbA== 0001144204-06-032807.txt : 20060814 0001144204-06-032807.hdr.sgml : 20060814 20060814113239 ACCESSION NUMBER: 0001144204-06-032807 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060630 FILED AS OF DATE: 20060814 DATE AS OF CHANGE: 20060814 EFFECTIVENESS DATE: 20060814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLYN RESOURCES III INC CENTRAL INDEX KEY: 0001107563 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 841491682 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-30017 FILM NUMBER: 061027808 BUSINESS ADDRESS: STREET 1: PO BOX 461029 CITY: GLENDALE STATE: CO ZIP: 80246 BUSINESS PHONE: 3033941187 MAIL ADDRESS: STREET 1: PO BOX 461029 CITY: GLENDALE STATE: CO ZIP: 80246 NT 10-Q 1 v050103_nt10q.htm Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
Commission File Number: 000-30017


FORM 12b-25
 
NOTIFICATION OF LATE FILING
 
(Check One): o Form 10-K and Form 10-KSB o Form 20-F o Form 11-K
 
x Form 10-Q and Form 10-QSB o Form N-SAR
 
For Period Ended: June 30, 2006
 
o Transition Report on Form 10-K  o Transition Report on Form 10-Q
o Transition Report on Form 20-F   o Transition Report on Form N-SAR
o Transition Report on Form 11-K
 
For the Transition Period Ended :________________________
 
Read attached instruction sheet 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 related to a portion of the filing checked above, identify the item(s) to which the notification relates:
 
__________________________________________________________________
 
PART I
REGISTRANT INFORMATION
 
Full name of registrant:    Franklyn Resources III, Inc.
 
 
Former name if applicable: ___________________________________________
 
Address of principal executive office: 234-5149 Country Hills Blvd. NW; Suite 429, Calgary, Alberta, Canada T3A 5K8
 




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 reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.
 
 x
  
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, 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.
 
PART III
 
NARRATIVE
 
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period.
 
The Company’s Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2006 cannot be filed within the prescribed time period because the Company requires additional time for compilation and review to insure adequate disclosure of certain information required to be included in the Form 10-QSB. The Company’s Quarterly Report on Form 10-QSB will be filed on or before the 5th calendar day following the prescribed due date.
 
PART IV
 
OTHER INFORMATION
 
 
(1)
Name and telephone number of person to contact in regard to this notification:
 

 
   
Qiong (Laby) Wu, Chief Financial Officer, 011 86-10-84927035-108
 

 
 
(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
 
 

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(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 reason why a reasonable estimate of the results cannot be made.
 
Prior to June 2, 2006, the registrant was a shell corporation which was not engaged in any active business. On June 2, 2006, the registrant acquired Sinoenergy Holding Limited, a British Virgin Islands corporation (“Sinoenergy”), in a transaction which is accounted for as a reverse acquisition. Sinoenergy is the sole stockholder of Qingdau Sinogas General Machinery Corporation, a Chinese corporation (“Sinogas”). As a result, the results of operations for periods prior to June 2, 2006, will be the results of operations of Sinogas, which is the accounting acquirer.
 
Based on preliminary financial statements, the registrant will show net income of $343,000 on net revenue $3,309,000 for the three months ended June 30, 2006 and net income of $890,000 on net revenue of $5,809,000 for the six months ended June 30, 2006, compared with net income of $344,000 on net revenue of $1,475,000 for the three months ended June 30, 2005 and net income of $590,000 on net revenue of $2,049,000 for the six months ended June 30, 2005.
 
_________________________________________________________________
 
Franklyn Resources III, 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: August 14, 2006
 By:
 /s/ Qiong (Laby) Wu
   
Qiong (Laby) Wu
   
Chief Financial Officer

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