NT 10-Q 1 ntq12b-25q3growth.htm NT 10Q 12B-25 Q3 GROWTH ntq12b-25q3growth.htm

 
 
 
 
 
 
 
UNITED STATES
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 10-D  
¨  Form N-SAR ¨  Form N-CSR
 
 
For Period Ended: September 30, 2007
 
 
¨  Transition Report on Form 10-K
 
 
¨  Transition Report on Form 20-F
 
 
¨  Transition Report on Form 11-K
 
 
¨  Transition Report on Form 10-Q
 
 
¨  Transition Report on Form N-SAR
 
 
 
 
For the Transition Period Ended:                                                              

 
 
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
 
The Ridgewood Power Growth Fund

 
Full Name of Registrant

 
Former Name if Applicable
 
1314 King Street

 
Address of Principal Executive Office (Street and Number)
 
Wilmington, Delaware 19801

 
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)
 
 
¨
 
 
 
 
 
 
 
(a)
 
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
(b)
 
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 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, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

As a predicate for filing its quarterly report on Form 10-Q for the period ended September 30, 2007, the Registrant must file with the Securities and Exchange Commission (the “SEC”) its annual reports on Form 10-K for the year ended December 31, 2006, and its quarterly reports on Form 10-Q for the three quarters of 2006 and for the quarters ended March 31, 2007 and June 30, 2007. The completion of the foregoing filings has been further delayed by the dismissal of the Registrant’s former independent registered public accountants, Perelson Weiner LLP (“Perelson Weiner”) on June 8, 2006 and the retention of new independent registered public accountants, Grant Thornton LLP (“Grant Thornton “) on July 12, 2006, as reported on Forms 8-K filed by the Registrant with the SEC on June 14, 2006 and July 13, 2006, respectively.
 
As a result of a billing dispute between the Registrant and Perelson Weiner that arose subsequent to the dismissal of Perelson Weiner, Perelson Weiner has refused to provide services to the Registrant and its affiliates.
 
Because Perelson Weiner has refused to provide the services required by the Registrant, Ridgewood Renewable Power LLC, the Manager, has engaged Grant Thornton to re-audit the historic financial statements of the Registrant that are required to be included in any future filing with the SEC so that the Registrant will no longer need to rely on Perelson Weiner for such services. The periods that were re-audited are the years ended December 31, 2003 and 2004.
 
 The Registrant will file its Form 10-Q for the period ended September 30, 2007 as soon as practical after completion of the aforementioned predicate filings.

 
 
PART IV– OTHER INFORMATION
 
(1)
 
Name and telephone number of person to contact in regard to this notification:

 
 
 
 
 
 
Jeffrey H. Strasberg
(Name)
    
(302)
(Area Code)
  
888-7444
(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).     ¨  Yes    x  No

Form 10-Q for the period ended March 31, 2006
Form 10-Q for the period ended June 30, 2006
Form 10-Q for the period ended September 30, 2006
Form 10-K for the period ended December 31, 2006
Form 10-Q for the period ended March 31, 2007
Form 10-Q for the period ended June 30, 2007

 
 
 

 
(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.

 
The Ridgewood Power Growth Fund

 
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
Date:
 
November 14, 2007
 
By:
 
/s/ JEFFREY H. STRASBERG
 
 
 
 
Name
 
Jeffrey H. Strasberg
 
 
 
 
Title
 
Executive Vice President and Chief Financial Officer