NT 10-Q 1 v313521_nt10q.htm FORM NT 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

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OMB Number: 3235-0058
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SEC FILE NUMBER
000-21537
 
CUSIP NUMBER
386617 104

 

(Check one):   £Form 10-K £ Form 20-F £ Form 11-K S Form 10-Q £ Form 10-D £ Form N-SAR £ Form N-CSR
     
    For Period Ended: March 31, 2012  
         
    £   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:

 

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

 

Grandparents.com, Inc.
Full Name of Registrant
 
NorWesTech, Inc.
Former Name if Applicable
 
589 Eighth Avenue, 6th Floor
Address of Principal Executive Office (Street and Number)
 
New York, New York 10018
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 reasons 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 of 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 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.

 

Grandparents.com, Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (the “Report”) on or before the prescribed May 15, 2012 filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Report. The Registrant anticipates that it will file the Report no later than the fifth calendar day following the prescribed filing date.

 

(Attach extra Sheets if Needed)

 

PART IV — OTHER INFORMATION

 

(1)   Name and telephone number of person to contact in regard to this notification
             
    Joseph Bernstein   646   839-8800
    (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 S     No £
     
(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?
    Yes S     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.
     
    See attachment.

 

Grandparents.com, Inc.
(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

  GRANDPARENTS.COM, INC.
     
Date: May 15, 2012 By: /s/Joseph Bernstein
    Joseph Bernstein
   

Co-Chief Executive Officer,

Chief Financial Officer and Treasurer

 

 

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

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Attachment to Form 12b-25

Grandparents.com, Inc.

 

On February 23, 2012 (the “Closing Date”), the Registrant entered into an Asset Contribution Agreement with GP.com Holding Company, LLC, a Florida limited liability company formerly known as Grandparents.com, LLC (“GP.com LLC”) pursuant to which GP.com LLC contributed substantially all of its assets to the Registrant in exchange for the Registrant’s assumption of certain of GP.com LLC’s liabilities and the issuance to GP.com LLC of one share of the Registrant’s Series A Convertible Preferred Stock and a warrant to purchase shares of the Registrant’s common stock (the “Transaction”). The Transaction has been accounted for as a reverse acquisition whereby GP.com LLC is deemed to be the accounting acquirer (legal acquiree) and the Registrant to be the accounting acquiree (legal acquirer). As such, the financial statements and results of operations presented in the Report for periods prior to the Closing Date will be those of GP.com LLC as the accounting acquirer. In addition, upon completion of the Transaction, the Registrant changed its fiscal year end from June 30 to December 31.

 

The Registrant expects its Statement of Operations to be filed with the Report to reflect the following:

 

For the three months ended March 31, 2012, the Registrant’s revenue decreased approximately $56,000, or 46%, to approximately $67,000 compared to approximately $123,000 for the comparable period in 2011. Total operating expenses for the three months ended March 31, 2012 increased approximately $3,800,000, or 470%, to approximately $4,500,000 compared to approximately $811,000 for the comparable period in 2011. Loss from operations for the three months ended March 31, 2012 was approximately $4,500,000 compared to approximately $683,000 for the comparable period in 2011. Net loss for the three months ended March 31, 2012 was approximately $4,500,000 compared to $706,000 for the comparable period in 2011.

 

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