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, 2011
[_] 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 three months ended September 30, 2011 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 of the registrant’s interim financial statements. 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
| Frederick V. Hackett, Esq. | | (281) | | 497-4226 |
| (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). [_] Yes [X] No
Form 10-Q of 6/30/2011.
(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 results of operations for the registrant for the three months ended September 30, 2011 as compared to the three months ended September 30 2010 are as follows:
Revenues. Revenues decreased by approximately $261,149, or 2.5%, to approximately $10.1 million for the three months ended September 30, 2011 as compared to approximately $10.4 million for the same three month period in 2010. This decrease in revenue was due to a decrease in sales revenue attributable to a decrease in our advertising expense.
Compensation expense. Compensation expense, which is comprised of salaries and payroll taxes, health insurance and fees, and contract labor for the three months ended September 30, 2011 was approximately $3.6 million, which was a decrease of approximately $1.3 million, or 27.2%, from the compensation expense of approximately $4.9 million for the three months ended September 30, 2010. The decrease in compensation expense was mainly due to a reduction in staff from the prior period.
Selling, general and administrative costs (“SG&A”). Selling, general and administrative costs decreased by approximately $2.1 million or 25.9%, from approximately $8.0 million for the three months ended September 30, 2010 to approximately $5.9 million for the same period in 2011. Selling expenses, which consists mainly of advertising expenses and bank fees associated with process payments decreased to approximately $11.7 million or 5.7% from approximately $12.4 million in 2010. Advertising expense for the three months ended September 30, 2011 was approximately $3.4 million, a decrease of approximately $.5 million or 13.7%. General and administrative (“G & A”) expenses decreased approximately $1.7 million for the three months period ended September 30, 2011 as compared to prior year three month period. Decreases in G & A expenses were mainly in Professional Fees which decreased approximately $2.5 million for the three months ended September 30, 2011 as compared to the same three month period a year ago. Professional Fees increased in 2010 as a result of a 4,000,000 stock exchange transaction that occurred in July 2010 to Velvet International.
Total Operating Expenses. ��Total operating expenses for the three months ended September 30, 2011 were approximately $9.7 million, a decrease of approximately $3.5 million, or 26.4% from total operating expenses of $13.2 million for the same three month period in 2010. The decrease in total operating expenses for the second quarter 2011 was mainly due to decrease in selling costs of approximately $2.1 million, brought about primarily by decrease in advertising expenses as described above, and a decrease in compensation expenses of approximately $1.3 million.
Total Other Income and Expenses. Total other income and other expenses consist of interest income, interest expense and other non operating related adjustments. Interest expense for the three months ended September 30, 2011 was approximately $22,228, a decrease of approximately $48,857 from the same three month period in 2010, this decrease is mainly due to lower interest expense associated with the Company’s capital leases as many of them have mature or have been paid off. Interest income for the third quarter 2011 was approximately $1,455, a decrease of approximately $5,975, from third quarter 2010.
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 15, 2011 | By: /s/ Christopher J. Koscinski |
| | Christopher J. Koscinski |
| | Chief Financial Officer |
