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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
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OMB
APPROVAL
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OMB
Number: 3235-0058
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Expires: August
31, 2009
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Estimated
average burden hours per response. .
..2.50
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NOTIFICATION
OF LATE FILING
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SEC
FILE NUMBER
000-28536
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CUSIP
NUMBER
968235
10 1
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Read Instruction (on back
page) Before Preparing Form. Please Print or
Type.
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Nothing
in this form shall be construed to imply that the Commission has verified
any information contained
herein.
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If
the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART
I
REGISTRANT
INFORMATION
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Wilhelmina
International, Inc.
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Full
Name of Registrant
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Former
Name if Applicable
200
Crescent Court, Suite 1400
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Address
of Principal Executive Office (Street and
Number)
Dallas,
Texas 75201
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City,
State and Zip Code
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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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(a)
The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
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(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
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(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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John
P. Murray
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214
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661-7488
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(Name)
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(Area
Code)
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(Telephone
Number)
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(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). x
Yes o No
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(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? x Yes o No
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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.
On
February 13, 2009, the Registrant acquired Wilhelmina International Ltd.
and certain of its affiliates (the “Wilhelmina Companies”), which became
the Registrant’s primary operating business. For a period of
time prior to such acquisition, including the six months ended June 30,
2008, the Registrant did not have substantial
operations. Accordingly, the Registrant anticipates that a
significant change in the results of operations from the six months ended
June 30, 2008 will be reflected by the earnings statements to be included
in the Report.
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Wilhelmina
International, Inc.
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(Name
of Registrant as Specified in Charter)
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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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August
14, 2009
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By
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/s/
John P.
Murray
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Name:
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John
P. Murray
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Title:
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Chief
Financial Officer
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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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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001).
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1.
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This
form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of
1934.
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2.
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One
signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
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3.
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A
manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
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4.
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Amendments
to the notifications must also be filed on Form 12b-25 but need not
restate information that has been correctly furnished. The form shall be
clearly identified as an amended
notification.
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5.
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Electronic
Filers: This form shall not be used by electronic filers unable to timely
file a report solely due to electronic difficulties. Filers unable to
submit reports within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(§232.13(b) of this chapter).
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6.
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Interactive data submissions.
This form shall not be used by electronic filers with respect to the
submission or posting of an Interactive Data File (§232.11 of this
chapter). Electronic filers unable to submit or post an Interactive Data
File within the time period prescribed should comply with either Rule 201
or 202 of Regulation S-T (§232.201 and §232.202 of this
chapter).
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