UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 33-11986-LA
CUSIP NUMBER: 876765108
(Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K [X] Form 10-Q [_] Form 10-D [_] Form N-SAR [_] Form N-CSR
For Period Ended: September 30, 2009
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] 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:
PART I -- REGISTRANT INFORMATION
| TAXMASTERS, INC. |
| Full Name of Registrant |
| |
| Former Name if Applicable |
| |
| 900 Town & Country Lane, Suite 400 |
| Address of Principal Executive Office (Street and Number) |
| |
| Houston ,Texas 77024 |
| 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)
| S | | | | | | |
| | | (a) | | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | | |
| | | | | | | | | |
| | | (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 the reasons why the 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. (Attach Extra Sheets if Needed):
The registrant was not able to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 within the prescribed time period because it has experienced delays in the collection, analysis and disclosure of certain information required to be included in (or otherwise necessary in connection with) the preparation and filing of the Form 10-Q. The Form 10-Q will be filed within the prescribed extension period.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| Michael L. Wallace, Esq. | | (281) | | 760-4756 |
| (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 [_] 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? [X] Yes [_] 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.
The unaudited interim financial statements information that will be in the registrant’s Form 10-Q reflects financial information of Crown Partners, Inc. (now known as TaxMasters, Inc.) and TaxMasters, Inc (“TaxMasters”) as a result of the execution of the Agreement and Plan of Exchange, dated August 4, 2009 (the “Share Exchange Agreement”). On August 4, 2009 the registrant (formerly known as Crown Partners, Inc.), a Nevada corporation, closed the Share Exchange Agreement with TaxMasters, pursuant to which, among other things, the registrant (i) issued 301,000,000 shares of its common stock to the sole stockholder of TaxMasters in exchange for all of the issued and outstanding shares of common stock of TaxMasters, as a result of which TaxMasters became a wholly-owned subsidiary of the registrant; and (ii) sold all of the shares of Crown Equity Holdings, Inc. (“Crown Equity”), which prior to the closing was a majority-owned operating subsidiary of the registrant. The unaudited interim financial statements included in the Form 10-Q reflect the above transaction which has been accounted for as a reverse merger whereby TaxMasters is considered the accounting acquirer and the historical and future financial statements will be those of TaxMasters since the registrant discontinued its primary business activity conducted through Crown Equity, which was to develop, sell, and produce computer systems which are capable of running multiple monitors from one computer.
Consequently, because of the share exchange transaction above, the results of operations of the registrant in the Form 10-Q for the quarter ended September 30, 2009 will be significantly different than the results of operations as reported in the registrant’s Form 10-Q for the period ended September 30, 2008, which was filed on November 14, 2008.
The results of operations for the registrant for the three and nine month periods ended September 30, 2009 as compared to the same periods in 2008 are as follows:
Revenue
For the nine months ended September 30, 2009 and 2008, the registrant had revenues of $26,971,000 and $6,273, respectively. During the three months period ended September 30, 2009 and 2008 the registrant had revenue of $8,212,414 and $0, respectively.
Selling, General and Administrative Expense
The registrant’s selling, general and administrative expense for the nine months ended September 30, 2009 was $13,773,000 compared to $561,118 for the same period in 2008. During the three months period ended September 30, 2009 the registrant incurred selling, general and administrative expenses of $6,038,916 compared to $117,673 for the same period in 2008.
Interest Expense
The registrant incurred interest charges of $27,831 and $2,573 during the nine months ended September 30, 2009 and 2008, respectively, and $8,453 and $2,880 for the three months ended September 30, 2009 and 2008, respectively.
Net Loss/Net Income
The registrant reported net income of $3,538,000 for the nine months and a net loss of $992,000 for the three months ended September 30, 2009 as compared to a net loss of $592,255 for the nine months and $131,229 for the three months ended September 30, 2008.
TaxMasters, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| | TAXMASTERS, INC. |
| | |
| | |
| Date: November 16, 2009 | By: /s/ Michael L. Wallace |
| | Michael L. Wallace |
| | Secretary |
