As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/03/07  Royal Hawaiian Orchards, L.P.     NT 10-K    12/31/06    1:62K                                    Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: NT 10-K     Notice of a Late Filing of a Form 10-K              HTML     45K 

 

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0058
		Expires: April 30, 2009
	Washington, D.C. 20549	Estimated average burden
		hours per response . . . 2.50
	FORM 12b-25	SEC FILE NUMBER
		CUSIP NUMBER
	NOTIFICATION OF LATE FILING

 

(Check one):	x Form 10-K		o Form 20-F				o Form 11-K		o Form 10-Q		o Form 10-D
	o Form N-SAR		o Form N-CSR
	For Period Ended:		December 31, 2006
	o Transition Report on Form 10-K
	o Transition Report on Form 20-F
	o Transition Report on Form 11-K
	o Transition Report on Form 10-Q
	o Transition Report on Form N-SAR
	For the Transition Period Ended:

 

Read Instructions (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

ML Macadamia Orchards, L.P.

Full Name of Registrant

Former Name if Applicable

26-238 Hawaii Belt Road

Address of Principal Executive Office (Street and Number)

Hilo, Hawaii 96720

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 reason 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 subject distribution report on Form 10-D, 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 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.

ML Macadamia Orchards, L.P. (“the Partnership”) herein requests an extension of time to file its annual report on Form 10-K for the year ended December 31, 2006 (the 2006 Form 10-K).  The Partnership was unable to file its 2006 Form 10-K by March 31, 2007 without unreasonable effort or expense because the Partnership is in the process of analyzing the impact on previously filed financial statements of an unrecorded liability for severance pay that was assumed on May 1, 2000 in connection with a purchase transaction.  Although the Partnership cannot be certain that the analysis process will no require additional time, the Partnership intends to complete the filing of it 2006 Form 10-K by April 15, 2007.

SEC 1344 (03-05)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

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(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Wayne W. Roumagoux		808		969-8164
	(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 answer is no, identify report(s).
					x Yes    o 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?
					o 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.

 

 

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date		April 2, 2007		By		/s/ Dennis J. Simonis
						Dennis J. Simonis
						President and CEO

 

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).