- Notification that Quarterly Report will be submitted late (NT 10-Q)
February 14 2012 - 12:57PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number: 3235-0058
Expires:
May 31, 2012
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hours per response . . .. . . 2.50
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FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
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CUSIP NUMBER
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(Check one)
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¨
Form 10-K
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Form
20-F
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Form 11-K
x
Form
10-Q
¨
Form 10-D
¨
Form
N-SAR
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For Period Ended:
December 31, 2011
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Transition
Report on Form 10-K
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Transition
Report on Form 20-F
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Transition
Report on Form 11-K
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Transition
Report on Form 10-Q
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Transition
Report on Form N-SAR
For the Transition Period Ended: __________________________
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.
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If the notification relates to a portion of the filing checked above identify the Item(s) to which the notification relates:
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PART I – REGISTRANT INFORMATION
Remedent, Inc.
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Full Name of Registrant
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Former Name if Applicable
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Zuiderlaan, 1-3 bus 8, 9000
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Address of Principal Executive Office (
Street and Number
)
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Ghent, Belgium
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City, State and Zip Code
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PART II
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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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x
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(a)
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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)
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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)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III – NARRATIVE
State below in reasonable detail why 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.
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We are filing this Form 12b-25 because we are unable
to complete the preparation, review and filing of the our quarterly report on Form 10-Q by February 14, 2012 without unreasonable
effort or expense.
SEC 1344 (05-06)
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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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(Attach extra Sheets if Needed)
PART IV – OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification.
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Guy De Vreese
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011
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32-9-431-7080
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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).
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Yes
x
No
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(3)
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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 ?
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Yes
x
No
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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.
In connection with the restructuring of the
Registrant’s OTC business in December 2008, the Registrant controlled Remedent OTC BV through its board representations
pursuant to the terms of a certain Voting Agreement entered into by the Registrant and Mr. Robin List. Pursuant to the Voting Agreement
the Registrant had control of the board by having two board representation with Mr. List having one board representation until
September 30, 2011. As agreed upon in the Voting Agreement, after September 30, 2011, the Registrant has one board representation
and Mr. List has two board representations. As a result the Registrant no longer controls Remedent OTCBV and will not consolidate
the financials of Remedent OTC BV into its statement of operations for the quarter ended December 31, 2011.
As a result of the deconsolidation, the Registrant anticipates reporting
an estimated 38 % decrease in net sales for the three months and 15% decrease in net sales for the nine months ended December 31,
2011 compared to December 31, 2010. In addition, Registrant anticipates reporting net loss attributable to Registrant’s stockholders
of $(264,000) for three months ended December 31, 2011 compared to net profit of $16,741 for the three months ended December 31,
2010.
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Remedent, Inc.
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(Name of Registrant as specified in its charter)
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has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date:
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February 14, 2012
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By:
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/s/ Stephen Ross
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Stephen Ross, Chief Financial Officer
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INSTRUCTION: The form may be signed
by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing
the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer)
evidence of the representative’s
authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1.
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This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
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2.
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One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
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3.
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A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
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4.
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Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
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5.
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Electronic Filers
: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).
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