-----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, Od5ftVOK21K5Ny2k2cM7t1dZygGkKwfeAfhQAswvadvxTMWtKJP5FbSiehuQudW7 X1YDWKTjI14Q1ySpTyWRUw== 0001116502-08-000433.txt : 20080317 0001116502-08-000433.hdr.sgml : 20080317 20080317160920 ACCESSION NUMBER: 0001116502-08-000433 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080317 DATE AS OF CHANGE: 20080317 EFFECTIVENESS DATE: 20080317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THINK PARTNERSHIP INC CENTRAL INDEX KEY: 0000829323 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 870450450 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32442 FILM NUMBER: 08693075 BUSINESS ADDRESS: STREET 1: 28050 US 19 NORTH STREET 2: SUITE 509 CITY: CLEARWATER STATE: FL ZIP: 33761 BUSINESS PHONE: 727-324-0046 MAIL ADDRESS: STREET 1: 28050 US 19 NORTH STREET 2: SUITE 509 CITY: CLEARWATER STATE: FL ZIP: 33761 FORMER COMPANY: FORMER CONFORMED NAME: CGI HOLDING CORP DATE OF NAME CHANGE: 19980501 FORMER COMPANY: FORMER CONFORMED NAME: GEMSTAR ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NORTH STAR PETROLEUM INC DATE OF NAME CHANGE: 19900530 NT 10-K 1 thinkpartnershipnt10k.htm NOTIFICATION OF LATE FILING Form 12b-25




 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

 

 

 

 

 

FORM 12b-25

SEC FILE NUMBER

001-32442

 

NOTIFICATION OF LATE FILING

CUSIP NUMBER

88409N101 


(Check one):

x

 Form 10-K 

 

 Form 20-F 

 

 Form 11-K 

 

 Form 10-Q 

 

 Form 10-D 

 

 Form N-SAR 

 

 Form N-CSR

 

 

For Period Ended:

December 31, 2007

 

 

 

 

 

 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:

 N/A

 

 

 


Read Instructions (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


THINK PARTNERSHIP INC.

Full Name of Registrant

 

 

Former Name if Applicable

 

15550 Lightwave Drive, Suite 300

Address of Principal Executive Office (Street and Number)

 

Clearwater, Florida 33760

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)


 

 

 

(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

x

 

 

(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 the reasons 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. (Attach extra Sheets if Needed)

 

The company was previously a non-accelerated filer for SOX-404 compliance purposes.  As a non-accelerated filer, our auditors would not have been required to opine on our internal control over financial reporting (“ICFR”) until we filed our annual report for fiscal year 2009. In 2007 we achieved accelerated filer status, which required that the auditor’s opinion on ICFR be obtained for the Form 10-K which was due to be filed on March 17, 2008.  While the audit of our financial statements is complete and the company is ready to file, our auditors have not yet completed the accelerated Sarbanes-Oxley 404 work to opine on ICFR.  We believe our auditors will complete their work on or before the fifteenth calendar day following the date on which our Form 10-K was due to be filed.

On March 13, 2008 we publicly reported our financial results for the fourth quarter and year ended December 31, 2007. We currently expect that the Form 10-K will be filed on or before the fifteenth calendar day following the date on which it was due to be filed.  We believe and represent that that we could not have eliminated the reason preventing the filing of our Form 10-K on the prescribed date without unreasonable effort or expense. If our Form 10-K is actually filed on or before the fifteenth calendar day following the date on which it was due to be filed, we further believe that it will be deemed to be filed on the prescribed due date pursuant to Rule 12b-25(b) of the Securities Exchange Act of 1934.

Forward Looking Statements

Statements in this Form 12b-25 which are not historical facts may be “forward-looking statements” that involve risks and uncertainties, within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are predictive or conditional in nature and frequently identified by the use of terms such as “appear,” “may,” “should,” “expect,” “will,” “believe,” “estimate,” “intend,” “plan,” “anticipate,” and similar words indicating possible future expectations, events, actions or outcomes. Such predictive statements are not guarantees, and actual outcomes could differ materially from our current expectations. Our current assessment is based upon management’s reasonable current belief concerning the statements made. Actual events or results may differ materially from the results predicted or from any other forward-looking statements m ade by, or on behalf of, the Company and should not be considered as an indication of future events or results. Potential risks and uncertainties include, among other things: (i) the timing of the completion of the auditor’s opinion on ICFR; (ii) the timing of completion of the Company’s response to any deficiencies noted in such opinion; and (iii) the additional risks and important factors described in the Company’s other reports filed with the SEC, which are available at the Securities and Exchange Commission (“SEC”) website at http://www.sec.gov.  For a discussion of these risks, see the company's report, as filed with the SEC on Form 10-K, filed March 29, 2007, under the section headed “Risk Factors.” None of the statements contained in this Form 12b-25 are incorporated by reference in any other of the Company’s filings with the SEC.  All of the statements in this report on Form 12b-25 are made as of March 17, 2008.






PART IV — OTHER INFORMATION


(1)

Name and telephone number of person to contact in regard to this notification

 

 

Vaughn W. Duff, Esq., General Counsel

 

727

 

324-0046 x7126

 

(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 

x

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 

 

No 

x

 

 

 

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.


N/A

 


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

 

Date:

March 17, 2008

 

By:

s/Vaughn W. Duff

 

 

 

 

Vaughn W. Duff, General Counsel




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