SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 00-29379
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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, 2001
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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 10-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.
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Former name if applicable
Smoky Hill Services, Inc.
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Address of principal executive office (Street and number)
220 Technology Drive, Suite 210
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City, state and zip code Irvine, CA 92618
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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
12-b-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, 2001, is delayed due to pending negotiations that may
materially affect the financial statements. In addition, we have had
insufficient time to compile the information on Form 10-KSB because of personnel
resources being used for material re-negotiations of business acquisitions
during the third quarter of 2001. As a result of the foregoing, we will be
unable to timely file our Form 10-KSB, which consequently required 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.
Robert R. Redwitz (949) 753-1514
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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 reports (s) been filed? If the answer is
no, identify such reports.
Yes /X/ 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? 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, 2001, will
be significantly different from the corresponding preceding period due to the
acquisition of Videolearning Systems, Inc. (VLS) during the first quarter of
2001 and an agreement entered into with Provant Media, Inc. for a license and
exclusive distribution agreement during the third quarter of 2001. Our net sales
for the year ended December 31, 2001 were approximately $5,700,000 compared to
$4,370,987 for the year ended December 31, 2000, an increase of approximately
$1,329,013. Correspondingly, there was an increase in overhead expenses and
interest related to the acquisition of VLS and the license and exclusive
distribution agreement entered into in 2001 compared to 2000. We are currently
in negotiations to restructure the royalty agreement for the license and
distribution agreement entered into with Provant Media, Inc., which will have a
material affect on the financial position and earnings of the Company as of and
for the year ended December 31, 2001. We cannot make a reasonable estimate of
the results of earnings for the year ended December 31, 2001 until an agreement
is reached between the Company and Provant Media, Inc. as to the restructuring
of the royalty obligation relative to the license and distribution agreement
with Provant Media, Inc.
We have caused this notification to be signed on our behalf by the
undersigned thereunto duly authorized.
Date: March 29, 2002
By: /s/ Robert R. Redwitz
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Name: Robert R. Redwitz
Title: Chief Financial Officer
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