Cellular Technical Services Company, Inc.
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SEC FILE
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CUSIP
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF
LATE FILING
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(Check one): |
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o Form 10-K
o Form 20-F
o Form 11-K
x Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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September 30, 2007 |
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o Transition Report on
Form 10-K |
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o Transition Report on
Form 20-F |
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o Transition Report on
Form 11-K |
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o Transition Report on
Form 10-Q |
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o Transition Report on
Form N-SAR |
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For the Transition Period
Ended:
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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
Cellular Technical
Services Company, Inc.
Full Name of
Registrant
Former Name if
Applicable
4400 Biscayne
Boulevard, Suite 980
Address of Principal
Executive Office (Street and Number)
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)
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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 accountants 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.
See Attachment A
hereto
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SEC 1344 (03-05) |
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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. |
(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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Kenneth
Block |
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516 |
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568-0100 Ext: 3 |
(Name) |
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(Area Code)
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(Telephone Number) |
(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 o |
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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 o |
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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. |
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See
Attachment B hereton
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Cellular
Technical Services Company, Inc.
(Name of Registrant
as Specified in Charter)
has caused this
notification to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date
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November 15, 2007 |
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By |
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/s/ Jeffrey G. Spragens |
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Jeffrey G. Spragens
Chief Executive Officer & President |
ATTACHMENT A TO FORM 12b-25
Form 10-QSB for the Quarter Ended September 30, 2007
PART III NARRATIVE
Although the management of Cellular Technical Services, Inc. (the Registrant) has been
working diligently to complete all required information for its Form 10-QSB for the quarter ended
September 30, 2007 (the Form 10-QSB), the Registrant is unable to file its Form 10-QSB within the
prescribed time period without unreasonable effort or expense. The reason causing the Registrants
inability to file timely could not be eliminated by the Registrant without unreasonable effort or
expense.
On September 10, 2007, the Registrant filed its Form 8-K (the Form 8-K), including Form 10
disclosures, with regard to its acquisition of 100% of the issued and outstanding membership
interests in SafeStitch LLC (SafeStitch) in exchange for 11,256,369 shares of the Registrants
common stock, which represented a majority of the Registrants outstanding shares of common stock
after the acquisition (the SafeStitch Acquisition). The
Form 8-K included unaudited historical financial
statements for the combined operations of the Registrant and SafeStich for the six month periods
ended June 30, 2007 and June 30, 2006 and for the period beginning September 15, 2005 (inception of
SafeStitch) and ended June 30, 2007 and pro-forma information. For accounting purposes, the SafeStitch Acquisition has been
treated as a recapitalization of Safestitch, with Safestitch as the acquirer (reverse acquisition),
and the Registrants historical financial statements prior to September 4, 2007 are those of
SafeStitch. The Registrants auditor was not the auditor for SafeStitch.
Furthermore, the Registrant completed the SafeStitch acquisition in the last month of its
quarter ended September 30, 2007, and as a result of these and other factors, while preparing the
Registrants financial statements for inclusion in the Form 10-QSB, the Registrant only recently
determined that certain adjustments were required in the accounting for certain general and
administrative and research and development expenses contained in the financial statements for and
as of the six months ended June 30, 2007 and June 30, 2006 and for the period beginning September
15, 2005 (inception of SafeStitch) and ended June 30, 2007, which were included in the Form 8-K;
consequently, pending final review, we anticipate that our net loss for each of the foregoing
periods as will be reported in the Amended Form 8-K will increase over the figures previously filed in
the Form 8-K. See below.
The Registrant is diligently completing its review of the information relevant to the
foregoing financial statements and anticipates that it will file the Form 10-QSB no later than the
fifth calendar day following the prescribed due date.
ATTACHMENT B TO FORM 12b-25
The Registrant expects to report the following significant changes in its results of
operations from those previously reported in the Form 8-K: an increase in net loss for the six
month periods ended June 30, 2007 and June 30, 2006 of
approximately $120 to $125 thousand and $175
to $180 thousand, respectively, and an increase in net loss for the period beginning September 15,
2005 (inception of SafeStitch) and ended June 30, 2007 of
approximately $120 to $125 thousand. In
addition, pending final review, the Registrant expects to disclose increased research and
development and general and administrative expenses which reflect increased operations as the
Registrant matures, resulting in a net loss of approximately $750,000 for the third quarter of
2007, more than double the loss for the third quarter of 2006 (which has not previously been
reported, as SafeStitch was not then part of a reporting entity) and approximately 70% of the net
loss for the first six months of 2007.