SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 12b-25
NOTIFICATION OF LATE FILING
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Commission File Number: 001-14606
CUSIP Number: 000000
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(Check One): [ ] Form 10-K [X] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
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For Period Ended: DECEMBER 31, 1998
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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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 relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I. REGISTRANT INFORMATION
Full name of registrant CHINA ENERGY RESOURCES CORPORATION
Former name, if applicable JACKSON HOLDING CORP.
Address of principal executive office (STREET AND NUMBER) 971-B RUSSELL AVENUE,
RUSSELL OFFICE PARK
City, State and Zip Code GAITHERSBURG, MARYLAND 20879
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 appropriate box.)
[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 15th calendar day following the prescribed due date;
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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 transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
ON MARCH 4, 1999, THE REGISTRANT ANNOUNCED THE RESIGNATION OF ITS INTERIM
PRESIDENT AND CHIEF EXECUTIVE OFFICER, MR. C.T. YEH, AND THE APPOINTMENT OF A
NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER, MR. BILL H. ZHAO. SINCE THAT TIME,
MR. ZHAO ASSUMED RESPONSIBILITY FOR PREPARATION OF THE REGISTRANT'S ANNUAL
REPORT ON FORM 20-F, WHICH INVOLVES THE COORDINATION OF EXECUTIVES AND AUDITORS
IN CHINA.
AS A RESULT OF THE FOREGOING UNUSUAL CIRCUMSTANCES AND IN THE INTEREST OF
FULL AND ACCURATE DISCLOSURE TO THE COMMISSION AND CURRENT STOCKHOLDERS AND TO
AVOID INCURRING UNREASONABLE EFFORT OR EXPENSE, THE REGISTRANT REQUIRES
ADDITIONAL TIME TO PREPARE ITS FORM 20-F FILING. THE REGISTRANT ANTICIPATES THAT
THE FILING WILL BE MADE AS REQUIRED UNDER RULE 12B-25(B)(2)(II).
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
BILL H. ZHAO (301) 670-5595
(Name) (Area code) (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 the answer is no,
identify report(s).
[X] Yes [ ] 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 [ ] 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 DESCRIPTION OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS FROM THE
CORRESPONDING PERIOD FOR THE LAST FISCAL YEAR, INCLUDING UNAUDITED CONSOLIDATED
STATEMENTS OF OPERATIONS AND UNAUDITED CONSOLIDATED BALANCE SHEET FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1998, IS INCLUDED IN THE REGISTRANT'S CURRENT REPORT ON
FORM 6-K FILED WITH THE COMMISSION ON MAY 3, 1999, AND IS HEREBY INCORPORATED BY
REFERENCE.
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CHINA ENERGY RESOURCES CORPORATION
(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
CHINA ENERGY RESOURCES CORPORATION
Date JUNE 30, 1999 By:/s/ BILL H. ZHAO
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BILL H. ZHAO
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD
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.
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.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Files
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T (ss.232.13(b) of this chapter).
