-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E/MYlWGwfjxUoUxcXxP1U4qUcwPlfxhwnc+qzp0K9d9Xfa/neNP+3BzLeeibedjq LjYt6kYc/F4pmrgFDVqQog== 0001019687-08-005103.txt : 20081117 0001019687-08-005103.hdr.sgml : 20081117 20081117165143 ACCESSION NUMBER: 0001019687-08-005103 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080930 FILED AS OF DATE: 20081117 DATE AS OF CHANGE: 20081117 EFFECTIVENESS DATE: 20081117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Belvedere SoCal CENTRAL INDEX KEY: 0001393534 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 208356735 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-141453 FILM NUMBER: 081195912 BUSINESS ADDRESS: STREET 1: 1 MARITIME PLAZA, SUITE 825 CITY: SAN FRANCISCO STATE: CA ZIP: 94546 BUSINESS PHONE: 415-434-1236 MAIL ADDRESS: STREET 1: 1 MARITIME PLAZA, SUITE 825 CITY: SAN FRANCISCO STATE: CA ZIP: 94546 NT 10-Q 1 belvedere_ext.htm NOTICE OF LATE FILING belvedere_ext.htm

     
 
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SEC FILE NUMBER
  
     
     
 
CUSIP NUMBER
  
     
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
             
(Check one):
  
o  Form 10-K o  Form 20-F o  Form 11-K þ  Form 10-Q o  Form 10-D o  Form N-SAR o  Form N-CSR
  
             
   
For Period Ended:
September 30, 2008                             
 
         
             
   
o   Transition Report on Form 10-K
    
             
   
o   Transition Report on Form 20-F
    
             
   
o   Transition Report on Form 11-K
    
             
   
o   Transition Report on Form 10-Q
    
             
   
o   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
 
Belvedere SoCal
Full Name of Registrant
 
Not applicable
Former Name if Applicable

One Maritime Plaza, Suite 825
Address of Principal Executive Office (Street and Number)
 
San Francisco, California 94111
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)
           
þ
          
   
(a)
  
The reason 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 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
         
     
(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.
 
The Company was unable to file its Form 10-Q for the quarter ended September 30, 2008, by November 14, 2008 without unreasonable effort or expense because its internal control procedure process was not yet complete.  One of the Company officers with control procedure certification responsibility has requested additional supportive information. The company is dedicating resources to providing this information.  The Company expects to file the Form 10-Q on or before the fifth calendar day following its prescribed due date.
 
The Company continues to dedicate significant resources to the finalization of its financial statements, as well as reporting and preparation of the Form 10-Q. The Company expects to file the Form 10-Q on or before the fifth calendar day following its prescribed due date.
 

 
(Attach extra Sheets if Needed)
 
 
     
SEC 1344 (05-06)
  
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.


 
 
 

 
 
 
PART IV — OTHER INFORMATION
 
(1)
  
Name and telephone number of person to contact in regard to this notification
           
William Baribault 
  
(209) 
  
725-7435 
  
(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 þ     No o
     
(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 þ     No o
     

     
   
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.
     
Prior to the resolution of the matters discussed above, the Company’s best reasonable estimate is that for the three months ended September 30, 2008, the Company will report the following:
 
•
a net loss of approximately $33.8 million compared to a net loss of $150 thousand for the same period in 2007, an increased loss of $33.65 million.
 
•
basic and diluted (loss) per share of $(10.38) compared to $(0.08) for the same period in 2007, a decrease of $10.31 per share.
 
 
For the nine months ended September 30, 2008, the Company currently expects to report:
 
•
a net loss of $35.0 million compared to a net loss of $303 thousand for the same period in 2007, an increased loss of $34.7 million.
 
•
basic and diluted (loss) per share of $(11.75) compared to $(0.15) for the same period in 2007, a decrease of $11.60 per share.
 
A significant item impacting the comparability of net income for the three and nine months ended September 30, 2008 compared to same periods in 2007 is a $33.3 million non-cash write-down of goodwill during the third quarter of 2008 resulting from completion of the Company’s goodwill impairment analysis.
 
A determination to take additional provisions with respect to the loan portfolio could have a material adverse effect on the Company’s financial condition and results of operations.
 

 
 
 

 
The Company will provide further information if events materially change the preliminary results disclosed above.
 
Note: This Form 12b-25 contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the Company’s intention to file its Form 10-Q on or before the fifth day following its prescribed due date (the “extension deadline”) and the completion of matters necessary to permit filing by the extension deadline. There can be no assurances that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking statements. Important factors that could cause actual results to differ materially include: whether any of these matters affect the ability of the Company’s outside auditors to complete their review and any related procedures required with respect to the Form 10-Q; the impact, if any, of the results and findings of the review on the financial statements of the Company; and risks of litigation and governmental or other regulatory inquiry or proceedings arising out of or related to any of the matters described above. Therefore, any forward-looking statements in this Form 12b-25 should be considered in light of various important factors, including the risks and uncertainties listed above, as well as others. The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.
 
Belvedere SoCal
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
             
Date
  
November 17, 2008
  
By
  
/s/ William Baribault
             
           
William Baribault, Chief Executive Officer
             

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