SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
COMMISSION FILE NUMBER: 000-29379
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(Check One):
|X| Form 10-KSB |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR
For Period Ended: December 31, 2000
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|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET 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 related to a portion of the filing check above, identify the
item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant LEARNCOM, INC.
Former name if applicable
SMOKY HILL SERVICES, INC.
Address of principal executive office (Street and number)
720 INDUSTRIAL DRIVE
City, state and zip code BENSENVILLE, ILLINOIS 60106
Page 1 of 3
PART II
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 appropriate box.)
|X| (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
|X| (b) The subject annual report on Form 10-KSB will be filed on or
before the fifteenth calendar day following the prescribed
due date;
|_| (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III
State below in reasonable detail the reasons why Form 10-KSB could not
be filed within the prescribed period.
The preparation of our Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000, is delayed due to pending negotiations that may
materially effect the financial statements. In addition, we have had
insufficient time to review the information compiled on Form 10-KSB because of
personnel resources being used for business acquisitions during the first
quarter of 2001. As a result of the foregoing, we will be unable to timely file
our Form 10-KSB, which consequently requires the filing of this Form 12b-25 to
obtain an extension of the filing date.
Part IV
(1) Name and telephone number of person to contact in regard to this
notification.
Eric M. Hellige (212) 421-4100
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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 twelve months
or for such shorter period that the registrant was required to
file such report(s) been filed? If the answer is no, identify
such reports.
Yes |X| No |_|
Page 2 of 3
(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? 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.
Yes |X| No |_|
We anticipate that earnings for the year ended December 31, 2000 will
be significantly different from the corresponding preceding period due to the
acquisition of BNA Communications, Inc. (BNAC) during the third quarter of 1999.
Our net sales for the year ended December 31, 2000 were approximately $4,371,000
compared to $2,291,304 for the year ended December 31, 1999, an increase of
approximately $2,079,696. Correspondingly, there was an increase in overhead
expenses and interest related to the acquisition of BNAC in 2000 compared to
1999. We are currently in negotiations to restructure a note payable to The
Bureau of National Affairs, Inc. (BNA) for the acquisition of BNAC, which may
have a material effect on the financial position and earnings of the Company as
of and for the year ended December 31, 2000. We cannot make a reasonable
estimate of the results of earnings for the year ended December 31, 2000 until
an agreement is reached between the Company and BNA as to the restructuring of
the note payable.
LearnCom, Inc. has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: March 30, 2001 By: /s/ Lloyd W. Singer
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Name: Lloyd W. Singer
Title: President and Chief Executive Officer