Unassociated Document
OMB
APPROVAL
OMB
NUMBER 3235-0058
EXPIRES:
March 31, 2006
Estimates
Average Burden
Hours
per response…..2.50
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 [ ] Form N-CSR
For
Period Ended: March
31, 2006
[
] 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: ___________________________
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: ____________________
PART
I
Registrant
Information
Full
name
of registrant: EMERGE CAPITAL CORP.
Former
name if applicable: NuWave Technologies, Inc.
Address
of Principal Executive Office (Street and number): 109
North Post Oak Lane, Suite 422
City,
state and zip code: Houston,
Texas 77024
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, Form 20-F, Form 11-K, Form N-SAR 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 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 Forms 10-K, 20-F, 11-K, 10-Q, N-SAR,
N-CSR, or the transition report portion thereof, could not be filed within
the
prescribed time period. (Attach extra sheets if needed.)
Due
to
unforeseeable circumstances, which caused a delay in preparing the financial
statements for the quarter ended March 31, 2006, the Registrant respectfully
requests an extension of the filing date of its Quarterly Report on Form 10-QSB
for the period ended March 31, 2006.
PART
IV
Other
Information
1.
Name and
telephone number of person to contact in regard to this notification:
| |
Timothy
J. Connolly
|
(713)
|
621-2737
|
| |
(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?
[
] Yes [X ] 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.
EMERGE
CAPITAL CORP.
(Name
of
registrant as specified in charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
May
15, 2006
By:
/s/
Timothy J. Connolly
Timothy
J. Connolly, CEO
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See
18 U.S.C. 1001).