NT-10K as filed September 28, 2006
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 333-29903
NOTIFICATION OF LATE FILING
(Check One): /X/ Form 10-K /_/ Form 11-K /_/ Form 20-F /_/ Form 10-Q
/_/ Form N-SAR
For Period Ended: June 30, 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 Sovereign Exploration Associates International, Inc.
Former name if applicable
CALI Holdings, Inc.
Address of principal executive office (Street and number)
503 Washington Avenue, Suite 2D
City, state and zip code
Newtown, Pennsylvania 18940
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.)
(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 or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the
/X/ 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, 11-K, 20-F,
10-Q, N-SAR, or the transition report or portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
The registrant could not timely complete its Annual Report on Form 10-K without
unreasonable effort or expense because of its recent withdrawal of its election
to be treated as a business development company under the Investment Company Act
of 1940 and the related changes in its business and its regulatory environment.
The registrant expects to file its Form 10-K within the 15 calendar day period
prescribed by Rule 12b-25.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert D. Baca (215) 968-0200
(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.
The registrant expects to report a Net Decrease in Net Assets Resulting from
Operations of $4,914,625, an increase from the $1,345,381 reported for the
fiscal year ended June 30, 2005. The increase was primarily occasioned by the
registrant's Total Net Loss on Investments of $3,336,766, which was caused
primarily by the registrant's sale of the majority of its assets for nominal
consideration shortly before its change of control on October 17, 2005, and by
the write-down to zero of the one portfolio company investment held prior to the
change of control and not sold.
SOVEREIGN EXPLORATION ASSOCIATES INTERNATIONAL, INC.
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date September 28, 2006 By /s/Robert D. Baca
Robert D. Baca
President and Chief Executive Officer