- Notification that Annual Report will be submitted late (NT 10-K)
01 Avril 2010 - 10:02PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
0-27403
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CUSIP NUMBER
88674J 108
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(Check
one):
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x
Form 10-K
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o
Form 20-F
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o
Form 11-K
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o
Form 10-Q
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o
Form 10-D
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o
Form N-SAR
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o
Form N-CSR
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For Period
Ended:
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December 31, 2009
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For the
Transition Period Ended:
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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.
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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
Tigrent
Inc.
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Full Name of
Registrant
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Whitney
Information Network, Inc.
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Former Name if
Applicable
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1612
East Cape Coral Parkway
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Address of
Principal Executive Office
(Street and
Number)
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Cape
Coral, Florida 33904
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City, State and
Zip Code
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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)
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(a)
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The reason
described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense
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x
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(b)
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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
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(c)
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The accountants
statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10
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K, 20
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F, 11
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K, 10
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Q, 10
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D, N
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SAR, N
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CSR, or the transition
report or
portion
thereof, could not be filed within the prescribed time period.
On March 16, 2010, the Company entered into a letter of intent (Letter
Agreement) with Rich Global, LLC and Rich Dad Operating Company, LLC to amend
and restructure the agreements pursuant to which the Company licenses and operates
under the Rich Dad brand, which represented 83.1% of its revenue in 2009.
As a consequence of the effort dedicated to complete the Letter
Agreement, the Company has experienced a delay in completing its financial
statements for its fiscal year ended December 31, 2009. Such delay
could not be eliminated by the Company without unreasonable effort and
expense. In accordance with Rule 12b-25
of the Securities Exchange Act of 1934, the Company will file its Form
10-K no later than the fifteen calendar day following the prescribed due date.
(Attach extra
Sheets if Needed)
PART IV OTHER INFORMATION
(1)
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Name and
telephone number of person to contact in regard to this notification
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Anne M. Donoho
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(239)
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542-0643
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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).
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x
Yes
o
No
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(3)
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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?
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x
Yes
o
No
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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.
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Tigrent Inc.
(Name of Registrant as
Specified in Charter)
has caused this
notification to be signed on its behalf by the undersigned hereunto duly
authorized.
Date
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April
1, 2010
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By
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/s/
Anne M. Donoho
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Anne M. Donoho
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Chief Financial
Officer
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The statements of operations
included in the financial statements to be attached to the Form 10-K to
which this Notice of Late Filing on Form 12b-25 relates will reflect
certain significant changes in the Companys results of operations for the
fiscal year ended December 31, 2009 (2009) compared to the fiscal year ended
December 31, 2008 (2008).
The Company had a difficult
operating year in 2009 despite significantly higher consolidated net income
compared with 2008. The Company expects to report consolidated income of
approximately $9.6 million in 2009 compared to $0.6 million in 2008, an
increase $9.0 million. The 2009 net income was impacted by $18.4 million of net
RDE real estate course breakage operating income that we were able to recognize
upon establishing historical trends of course attendance after contract
expiration. Revenue recognized on course breakage does not impact cash flow.
The difficult economic
environment, tightening in the credit markets which limited accessibility to
funding for our customers and decreased sales of our Rich Dad products all
contributed to negative unrestricted cash outflow of $12.8 million. In addition, a Company litigation settlement
related to a non-core asset located in Costa Rica and costs related to that
settlement negatively impacted our cash position and results of operations.
The Companys estimates of
its operating results for fiscal 2009 contained in this Form 12b-25 should
be considered preliminary, and are subject to change to reflect any necessary
corrections or adjustments, or changes in accounting estimates, that are
identified prior to the time the Company finalizes its financial statements for
fiscal 2009. The Companys actual results of operation may differ significantly
from the estimates contained herein.
Forward Looking Statements
Some of the statements in
this Form 12b-25 Filing, including those that contain the words expect,
anticipate, believes, and estimates, and other similar expressions, are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Those forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the Companys
actual results, performance or achievements or those of its industry to be
materially different from any future results, performance or achievements
expressed or implied by those forward-looking statements. Among the factors
that could cause actual results, performance or achievement to differ
materially from those described or implied in the forward-looking statements,
include but are not limited to the risks that additional or new information may
arise during the Company's completion of its audit for fiscal 2009 which causes
the Company to revise or change the
estimates contained in this Form 12b-25 Filing or any other subsequent
information which impacts the estimated results reported in this Form 12b-25
Filing, including the review of the Company's financial statements by the
Company's independent auditors or Audit Committee, any errors or mistakes that
were made in preparing any of the Company's financial statements or any other
events that would require the Company to make adjustments to its financial
statements for fiscal 2009, fiscal 2008 or any prior periods
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 representatives authority to sign on
behalf of the registrant shall be filed with the form.
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ATTENTION
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Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001).
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