lenco_ext-063012.htm
   
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UNITED STATES
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3235-0058
 
SECURITIES AND EXCHANGE COMMISSION
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August 31, 2012
 
Washington, D.C. 20549
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FORM 12b-25
SEC FILE NUMBER
000-53830
       
 
NOTIFICATION OF LATE FILING
CUSIP NUMBER
52602V104

(Check One):    o Form 10-K   o Form 20-F   o Form 11-K   x Form 10-Q   o Form N-SAR  o Form N-CSR
 
 For Period Ended:      June 30, 2012
 
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
 
Lenco Mobile Inc.                                                                                                                                          
Full Name of Registrant


Former Name if Applicable

2025 First Avenue, Suite 320                                                                                         
Address of Principal Executive Office (Street and Number)
 
Seattle, Washington 98121                                                                  
City, State and Zip Code
 
PART II — RULE 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.
 
 
 
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.
 
The Quarterly Report on Form 10-Q (the "Form 10-Q") for the quarter ended June 30, 2012 of Lenco Mobile Inc. (the "Company"), cannot be filed with the Securities and Exchange Commission (the "SEC") at this time without unreasonable effort or expense.

As previously reported by the Company in prior Forms 12b-25, the Company acquired iLoop Mobile Inc. ("iLoop") in December 2011, implemented recent managerial changes and changed the Company’s independent registered public accounting firm and as a result, the Company was unable to complete and file its financial statements and other disclosures required for its Annual Report on Form 10-K for the year ended December 31, 2011 (the "Form 10-K") and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (the "First Quarter 10-Q"). As reported in the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2011, the Company completed its acquisition of iLoop on December 27, 2011. In connection with the acquisition, the Company's board of directors appointed Matthew Harris, who had served as iLoop's chief executive officer, as the Company's new chief executive officer. Since the closing of the acquisition, Mr. Harris and other members of management of the Company have devoted significant time to the integration of the companies, including relocation of the Company's corporate headquarters from Santa Barbara, California to Seattle, Washington. In addition, as reported in the Company's Current Report on Form 8-K filed with the SEC on March 1, 2012, the Company hired Chris Dukelow, a Seattle-based finance executive, on February 27, 2012 as the Company's new Chief Financial Officer, and retained Peterson Sullivan LLP, a Seattle audit and accounting firm, on February 28, 2012 to replace California-based SingerLewak LLP as the Company's new independent registered public accounting firm. The foregoing developments delayed management's preparation of the Company's financial statements and other disclosures in the Form 10-K, which was filed with the SEC on June 22, 2012, which further delayed preparation and review of the Company's financial statements and other disclosures in the First Quarter 10-Q, which in turn, delayed management's preparation of the Company's financial statements and other disclosures in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (the "Second Quarter 10-Q").  In addition, as reported in the Company's Current Report on Form 8-K filed with the SEC on August 3, 2012, the Company recently completed a significant secured debt financing transaction, which has delayed  preparation and review of financial and other disclosures in the Second Quarter 10-Q.

The Company is working diligently on this matter and intends to file its First Quarter 10-Q and Second Quarter 10-Q as soon as practicable.


PART IV — OTHER INFORMATION
 
(1) Name and telephone number of person to contact in regard to this notification
 
Chris Dukelow
(206)
419-1975
(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).
   o Yes   x  No
 
 
The Quarterly Report on Form 10-Q for the period ended March 31, 2012 has not yet been filed.
   
 
(3)
Is it anticipated that any significant change in results of operations for 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?
   x Yes   o 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.

The results of operations of the Company for the quarter ended June 30, 2012 are expected to show significant changes when compared to the same period of the previous fiscal year. These changes reflect, among other things, the discontinued operations and related impairment losses related to the divestitures of the Company's internet and broadcast media segments operated under its wholly owned subsidiaries, Lenco Media Inc. and Lenco Multimedia Inc., as discussed further in the Company's amended Quarterly Report on Form 10Q/A filed on November 7, 2011 with the SEC. Revenue from continuing operations for the quarter ended June 30, 2012 is expected to be approximately $4.1 million compared to revenue from continuing operations of approximately $2.4 million for the quarter ended June 30, 2011. The loss from continuing operations before provision for income taxes for the quarter ended June 30, 2012 is expected to be approximately $2.7 million compared to approximately $2.1 million for the quarter ending June 30, 2011. As the Company is currently still in the process of completing its financial statements for the quarter ended June 30, 2012, a reasonable estimate of the financial results of the Company for that period beyond those disclosed above cannot be made at this time.
 

The expected results for the quarter ended June 30, 2012 disclosed in the paragraph above are preliminary and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These expected results are subject to completion and review of the financial statements by the Company.  Since the registrant hasn't completed its financial statements and the review of the financial statements has also not been completed, the Company's final results for the quarter ended June 30, 2012 may be materially different from those described above.
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 


Lenco Mobile Inc.
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date:  August 9, 2012
By:
 /s/ Chris Dukelow
   
Chief Financial Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
 
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