Consolidated Water Co. Ltd.
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

           
 
 
    SEC File No.  
 
 
    001-11454  
 

NOTIFICATION OF LATE FILING

(Check One):  x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR [ ] Form N-CSR

For Period Ended: December 31, 2004

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: _________________

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:

The entire Form 10-K for the fiscal year ended December 31, 2004


PART I — REGISTRANT INFORMATION

Consolidated Water Co. Ltd.


Full Name of Registrant


Former Name if Applicable

P.O. Box 1114 GT, Trafalgar Place, West Bay Road


Address of Principal Executive Office (Street and number)

Grand Cayman, Cayman Islands, B.W.I.


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.

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 of 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

o (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 or portion thereof, could not be filed within the prescribed time period.

As a result of the extensive damage to the Company’s administrative offices caused by Hurricane Ivan in September 2004, the administrative functions of the Registrant have been severely hampered. Consequently, the Registrant is unable to file its Form 10-K for the year ended December 31, 2004 within the prescribed time period without unreasonable effort and expense. The Registrant requires additional time to complete the consolidated financial statements and other disclosures required in its Form 10-K for the period ended December 31, 2004, including management’s report on the effectiveness of the Registrant’s internal control over financial reporting as of the end of the Registrant’s last fiscal year. The Registrant believes that the Form 10-K will be filed on or before the fifteenth calendar day following the due date. However, management’s assessment of the Registrant’s internal control over financial reporting and the Registrant’s independent accountants’ attestation report on management’s assessment will be filed by an amendment to the Form 10-K.

PART IV— OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

         
Brent Santha   (345)   945-4277
         
(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


Consolidated Water Co. Ltd.
(Name of Registrant as Specified in Charter)

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

         
     
Date: March 16, 2005  By:   /s/ Brent Santha    
    Brent Santha, Chief Financial Officer