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| SEC FILE NUMBER | |
| 000-24051 | |
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| CUSIP NUMBER | |
| 911301-10-9 | |
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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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(Check one): | | o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR |
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| | For Period Ended: | | March 31, 2007 |
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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 Instruction (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.
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
Full Name of Registrant
Former Name if Applicable
7350 Dean Martin Drive, Suite 309
Address of Principal Executive Office (Street and Number)
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)
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| | (a) | | 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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| | (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 |
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| | | (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 Form 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period.
In conjunction with the preparation of the Company’s quarterly financial statements for the three months ended March 31, 2007, the Company discovered that an error existed in our previously issued consolidated financial statements for the year ended December 31, 2006. The misstatement was a result of an incorrect cut-off of the amount due from processors. In the past, the processors payments were received through the Company’s bank account on the same day the processor settled the transaction. During 2006, the Company switched processors which also changed the timing of receiving the cash. The new processors settle the transactions a day before payment is received by the Company’s bank account. The Company’s systems and internal control process related to the reconciliation of the amounts noted by the processor as settled and the actual amount received by the Company was not correct. The Company recorded a reserve related to receivables from processors at December 31, 2006 which was based on inaccurate assumptions and information. The correction of this error results in approximately $1.785M of an understatement of the Company’s net income from continuing operations for the three and twelve months ended December 31, 2006.
As a result of this restatement, we are amending our annual report on Form 10-K for the year ended December 31, 2006 and will file this amendment as soon as possible.
Due to the restatement discussed above and the time required to amend our annual report on Form 10-K for the year ended December 31, 2006, we could not file our quarterly report on Form 10-Q for the quarter ended March 31, 2007 within the time period prescribed by Rule 13a-13 of the Securities Exchange Act of 1934. We plan to file our quarterly report on Form 10-Q for the three months ended March 31, 2007 as soon as practicable subsequent to the filing of our amended annual report for the year ended December 31, 2006.
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SEC 1344 (03-05) | | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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