NT 10-K 1 form12b25.htm YTB INTERNATIONAL, INC. FORM NT 10-K form12b25.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

 
FORM 12b-25
SEC FILE NUMBER
0-18412
   
 
NOTIFICATION OF LATE FILING
CUSIP NUMBER
98425R

(Check one):
x Form 10-K      o Form 20-F      o Form 11-K      o Form 10-Q      
o Form 10-D      o  Form N-SAR       o Form N-CSR
   
 
For Period Ended:
December 31, 2011
  
 
¨ 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
 
 
YTB International, Inc.
Full Name of Registrant
 
N/A
Former Name if Applicable
 
1901 E. Edwardsville Road
Address of Principal Executive Office (Street and Number)
 
Wood River, Illinois 62095
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;
x
(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.
 
 
 
 
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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.
 
YTB International, Inc. (the "Registrant") is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the "Form 10-K") by the deadline prescribed under the Securities and Exchange Commission's rules and regulations without unreasonable effort and expense.  As previously reported, Jeremy W. Hemann resigned as Chief Financial Officer of the Registrant effective as of March 14, 2012.  Accordingly, the Registrant has been unable to complete all of the information requested by the Registrant's independent auditors in connection with their audit of the Registrant's financial statements for the fiscal year ended December 31, 2011 to be included in the Form 10-K.  The Registrant expects to file the Form 10-K no later than the 15th calendar day following the prescribed due date.
 
PART IV – OTHER INFORMATION

(1)
Name and telephone number of person to contact in regard to this notification

Robert M. Van Patten
  
(618)
  
655-9477
(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 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 x     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.
 
The Registrant anticipates that it will report significant changes in its results of operations for its fiscal year ended December 31, 2011 compared to its fiscal year ended December 31, 2010.  Based on the information available at this time, the Registrant anticipates a net loss of $5.0 million or $(0.04) per diluted share compared to a net loss of $4.0 million or $(0.04) per diluted share for the comparable prior year ended December 31, 2010.  Net revenues are anticipated to be $26.4 million in 2011 compared to $36.4 million reported in 2010.  Total operating expenses for 2011 are expected to be $31.4 million compared to $40.0 million reported in 2010.  
 
Statements contained in this Form 12b-25 are based upon information presently available to the Company and assumptions that it believes to be reasonable.  Except as required by law, the Company is not assuming any duty to update this information should those facts change or should it no longer believe the assumptions to be reasonable.  Investors are cautioned that all such statements involve risks and uncertainties, including the risk that additional resources and time may be needed to complete and file the Form 10-K and other risks described in the Risk Factors sections in the Company’s reports and documents filed with the Securities and Exchange Commission.  The Company’s actual decisions, performance, and results may differ materially from anticipated results described in these forward-looking statements.

YTB International, Inc.
(Name of Registrant as Specified in Charter)

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

Date:
March 21, 2012
By:
/s/ Robert M. Van Patten
     
Robert M. Van Patten
     
Chief Executive Officer – Interim Chief Financial Officer

 
 
 
 
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