- Notification that Quarterly Report will be submitted late (NT 10-Q)
17 Agosto 2010 - 5:32PM
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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o
Form 10-K
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o
Form 20-F
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o
Form 11-K
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x
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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June 30, 2010
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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
-
Q, 10
-
D, N
-
SAR, N
-
CSR, or the transition
report or
portion
thereof, could not be filed within the prescribed time period.
On
July 16, 2010, Tigrent Inc. (the Company) implemented a reorganization
plan that resulted in a work force reduction of 55 employees between the
Companys Cape Coral, Florida and Murray, Utah offices. This reduced capacity in a number of areas,
including operations, accounting, finance and legal. The Company implemented this workforce
reduction to lower operating expenses and preserve capital. Simultaneously, the Company shifted its focus
from live to primarily digitally-delivered programs. The Company filed a report
on Form 8-K on July 22, 2010 announcing these changes.
As a consequence of the effort dedicated to
the Companys shift in strategy and the diminished capacity resulting from the
workforce reduction, the Company has experienced a delay in completing its
financial statements for the quarter and six months ended June 30,
2010. 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-Q no
later than the 5th 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
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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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August
17, 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-Q 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 quarter and six months ended June 30, 2010 compared to the
quarter and six months ended June 30, 2009.
In
particular, the Company expects to report consolidated net income of
approximately $3.1 million for the quarter and consolidated net income of
approximately $2.0 million for the six months ended June 30, 2010 as
compared with a $3.3 million net loss for the quarter and a $2.4 million
net loss for the six months ended June 30, 2009. The net income in 2010 is primarily due to
$7.3 million in revenue related to course breakage recorded for the first six
months of 2010 as compared with $3.9 million in revenue related to course
breakage recorded for the same period in 2009.
Despite the net income in the second quarter and the first six months of
2010 as compared with the same time periods last year, the Company continues to
experience significant operating challenges as a result of the difficult
economic environment and decreased sales of our Rich Dad products. The consolidated financial statements will be
prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. However,
the Companys management expects to also disclose risks about the Companys
ability to continue as a going concern.
Because
the Company has not yet completed the preparation of its quarterly consolidated
financial statements, the review of the financial statements by its independent
auditors has also not been completed. Accordingly, there can be no assurance
that the financial information included in this filing will not be
significantly different upon completion of the consolidated financial
statements. The Companys estimates of
its operating results for the quarter and six months ended June 30, 2010
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 the quarter and six months ended
June 30, 2010.
Forward Looking Statements
This
Notification of Late Filing on Form 12b-25 contains forward-looking statements,
including statements regarding the Companys anticipated financial results and
condition and its ability to complete the filing of its Quarterly Report on
Form 10-Q within the extension period. These statements are based on current
expectations as of the date of this filing and involve a number of risks and
uncertainties, which may cause the results to differ materially from those
indicated by these forward-looking statements. These forward-looking statements
are based on current expectations as of the date of this filing and involve
known and unknown risks, uncertainties and other factors that may cause the
Companys actual results, performance or achievements 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 risks related to the Companys ability to complete its consolidated
financial statements for the quarter and six months ended June 30, 2010, the
risk that additional or new information may arise during the Companys
completion of its review of the quarter and six months ended June 30, 2010 that
could cause the Company to revise or change the estimates contained in
this Form 12b-25 Filing, including the review of the Companys financial
statements by the Companys independent auditors or Audit Committee, the risk
that there may be material adjustments to the financial statements not
anticipated at this time and other risks detailed in the Companys filings with
the Securities and Exchange Commission, including those disclosed in its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date of this
Notification of Late Filing on Form 12b-25. The Company undertakes no
obligation to revise or update any forward-looking statements to reflect events
or circumstances after the date hereof.
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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