-----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, CKgGB/AgAM8ETPMhYBgG5R1Yb9AYkGKReT9uO1mpPOWaJdulRbxmMpilO4vzv/yP opJ3dMo2JueSlXU9jXWsxg== 0001213900-09-000755.txt : 20090402 0001213900-09-000755.hdr.sgml : 20090402 20090402162417 ACCESSION NUMBER: 0001213900-09-000755 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090326 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090402 DATE AS OF CHANGE: 20090402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinoenergy CORP CENTRAL INDEX KEY: 0001107563 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 841491682 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34131 FILM NUMBER: 09727956 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 FORMER COMPANY: FORMER CONFORMED NAME: Sinoenergy DATE OF NAME CHANGE: 20061003 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLYN RESOURCES III INC DATE OF NAME CHANGE: 20000223 8-K 1 f8k032609_sinoenergy.htm CURRENT REPORT f8k032609_sinoenergy.htm
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2009

Sinoenergy Corporation
(Exact name of registrant as specified in its charter)

Nevada
1-34131
84-1491682
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

1603-1604, Tower B Fortune Centre Ao City, Beiyuan Road, Chaoyang District,
Beijing China, 100107
(Address of principal executive offices)

Registrant’s telephone number, including area code:
86-10-84928149
   
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
    On March 26, 2009, Sinoenergy Corporation (the "Company") announced its projections for further loss in the second quarter ending March 31, 2008, related to uncollectible land rental income of the Company’s subsidiary, Qingdao Sinogas General Machinery Co., Ltd.  A copy of the Company’s press release announcing this projected loss is attached hereto as Exhibit 99.1.
 
    In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
 
Item 9.01  Financial Statements and Exhibits.
 
    Exhibits
 
99.1
Press Release, dated March 26, 2009.
 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
      SINOENERGY CORPORATION
       
               (Registrant)
     
Date: March 31, 2009
     /s/ Shiao Ming Sheng
       Shiao Ming Sheng, Chief Financial Officer  
 

 EX-99.1 2 f8k032609ex99_sinoenergy.htm PRESS RELEASE f8k032609ex99_sinoenergy.htm
 
 

EXHIBIT 99.1
 
Sinoenergy Corporation Reports Further Loss for the Second Quarter Ending March 31, 2009Top of Form
 
BEIJING, March 26 /PRNewswire-Asia-FirstCall/ -- Sinoenergy Corporation (Nasdaq: SNEN - News; "Sinoenergy" or the "Company"), developer and operator of retail Compressed Natural Gas (CNG) filling stations in the People's Republic of China, and a manufacturer of CNG transport truck trailer, CNG filling station equipment and CNG fuel conversion kits for automobiles, today announced a further over US$1 million loss for the second quarter ending March 31, making allowance for uncollectible land rental income of Qingdao Sinogas General Machinery Co., Ltd. ("Sinogas"), the Company's subsidiary.
 
A portion of Sinoenergy's receivables from Mingcheng Real Estate (listed under "Other Receivables"), will unlikely to be collected by March 31, 2009. In compliance with US GAAP, the Company will accrue the RMB 7.5 million as bad debt. This uncollected rental fee will significantly impact our financial results for the second quarter ending March 31, 2009.
 
In addition to the estimated US$1 million loss projected for the second quarter announced in the earnings press release on February 23, 2009, this uncollected amount from Mingcheng will add another US$ 1.1 million loss to the second quarter. The Company's total projected loss for the second quarter ending March 31, 2009 is now estimated to be over US$ 2 million.
 
Background Information: On March 1, 2008, Sinogas, the Company's 75% subsidiary, signed a lease agreement with Qingdao Mingcheng Real Estate Co., Ltd ("Mingcheng"), leasing its downtown Qingdao facility to Mingcheng for a three year term at RMB 40 million per year. The agreement called for quarterly payments of rent of RMB 10 million from the first calendar quarter of 2008 to the last calendar quarter of 2010. The rental agreement was disclosed in the 8-K filing dated Mar 31, 2008. However, Mingcheng, to date, has only paid the first installment of RMB 10 million rent for the first calendar quarter of 2008. Sinogas has not received payments for the second and third calendar quarters of 2008. Based on continuous discussions with the lessee, the Company believes it is highly unlikely that Qingdao Mingcheng will fulfill its contractual obligations to Sinoenergy by March 31, 2009.
 
"Our facility lessee, Mingcheng, has been adversely affected by the downturn in the real estate market in China. We are very disappointed with Mingcheng's lack of progress on the rental payments. We understand that there are serious problems with Mingcheng's operations and investments in the current tough real estate market. The Company will be monitoring Mingcheng's condition very closely in our efforts to recover overdue rental payments. While this loss is not from Sinoenergy's operating businesses, the loss nevertheless significantly impacts our net income". Bo Huang, CEO of Sinoenergy said, "While we are striving to improve our operations, and hoping for an upturn after the challenging second quarter, but as the Mingcheng case illustrates, the Company is subject to domestic and even global economic conditions that are beyond our control."
 
About Sinoenergy
 
Sinoenergy is a developer and operator of retail CNG stations as well as a manufacturer of compressed natural gas (CNG) transport truck trailers, CNG station equipment, and natural gas fuel conversion kits for automobiles, in China. In addition to its CNG related products and services, the Company designs and manufactures a wide variety of customized pressure containers for use in the petroleum and chemical industries.
 
 
 
 
 
 
 
Safe Harbor Statement
 
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, future changes in the wholesale and retail price for CNG for vehicles in China; changes in policy by the national, provincial and municipal government of the PRC regarding CNG prices, the CNG vehicle industry, the construction and operation of retail CNG filling stations and related issues; the Company's ability to raise additional capital to finance the Company's activities; the effectiveness, profitability, and the marketability of its products; the future trading of the common stock of the Company; the ability of the Company to operate as a public company; the period of time for which its current liquidity will enable the Company to fund its operations; the Company's ability to protect its proprietary information; general economic and business conditions; the volatility of the Company's operating results and financial condition; the Company's ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed in the Company's filings with the Securities and Exchange Commission. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the companies and the industry. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward looking statements are reasonable, they cannot assure you that their expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.
 
For more information, please contact:
 
Sinoenergy Corporation
Mr. Shiao Ming Sheng, CFO
Phone: +86-10-8492-8149
Email:  sheng@sinoenergycorporation.com
Web:   http://www.sinoenergycorporation.com

 

 
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