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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER |
000-27417 |
(CHECK ONE): | ý Form 10-K | o Form 20-F | o Form 11-K | o Form 10-Q | o Form N-SAR | |||
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| CUSIP NUMBER | |||
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| 502386 10 5 | |||
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| For Period Ended: | December 31, 2002 | ||||||
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| 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: |
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING. 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
LTWC CORPORATION |
Full Name of Registrant |
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Former Name if Applicable |
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111 High Ridge Road, Suite 5 |
Address of Principal Executive Office (Street and Number) |
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Stamford, Connecticut 06905 |
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)
ý | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
ý | (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 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, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Company is unable to file its Annual Report on Form 10-K for the year ended December 31, 2002 in the prescribed time period.
The Company engaged new independent auditors, which was reported on a 8-K Report filed on May 10, 2002. As a result of the Company’s exit from the e-learning business, it was determined that the Company was required to restate its historical financial statements to reflect discontinued operations for all periods presented. Because of the change in independent auditors, the new independent auditors were required to perform a reaudit of the year ended December 31 2001. This reaudit is being performed in conjunction with the audit for the year ended December 31, 2002. This caused a considerable and unanticipated workload. Consequently, the Form 10-K could not be completed without unreasonable effort or expense.
The Company anticipates that the Form 10-K will be filed within the time required by Rule 12b-25.
PART IV - - OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification | |||||
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| MICHAEL ARONS |
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| 975-9602 | |
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(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). | |||||
ý Yes | o No | |||||
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(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 | ý 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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LTWC CORPORATION |
(Name of Registrant as Specified in Charter) |
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has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. |
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Date | March 31, 2003 |
| By: | /s/ Michael M. Arons | |
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| Name: | Michael M. Arons | |
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| Title: | Acting Chief Financial Officer | |
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 |
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT | ||
