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

 

Tigrent Inc.

Full Name of Registrant

Whitney Information Network, Inc.

Former Name if Applicable

1612 East Cape Coral Parkway

Address of Principal Executive Office (Street and Number)

Cape Coral, Florida 33904

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.

 

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.

 

On March 16, 2010, the Company entered into a letter of intent (“Letter Agreement”) with Rich Global, LLC and Rich Dad Operating Company, LLC to amend and restructure the agreements pursuant to which the Company licenses and operates under the Rich Dad brand, which represented 91.0% of its revenue in the first quarter of 2010.

 

As of May 17, 2010, the definitive restructure agreement has not yet been finalized or executed, and as a consequence of the effort dedicated to complete the Letter Agreement, the Company has experienced a delay in completing its financial statements for the quarter ended March 31, 2010.  Such delay could not be eliminated by the Company without unreasonable effort and expense.  In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Company will file its Form 10-Q no later than the 5th calendar day following the prescribed due date.

 

 

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification
	Anne M. Donoho		(239)		542-0643
	(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).
					x Yes    o 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?
					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.

 

Tigrent 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	May 18, 2010		By	/s/ Anne M. Donoho
				Anne M. Donoho
				Chief Financial Officer

 

The statements of operations included in the financial statements to be attached to the Form 10-Q to which this Notice of Late Filing on Form 12b-25 relates will reflect certain significant changes in the Company’s results of operations for the quarter ended March 31, 2010 compared to the quarter ended March 31, 2009.

 

The Company expects to report a consolidated net loss of approximately $2.0 million for the quarter ended March 31, 2010 as compared with a $3.3 million net loss for the quarter ended March 31, 2009. Despite the decrease in the net loss in the first quarter of 2010 as compared with the same quarter last year, the Company continues to experience significant operating challenges as a result of the difficult economic environment and decreased sales of our Rich Dad products.

 

The Company’s estimates of its operating results for the quarter ended March 31, 2010 contained in this Form 12b-25 should be considered preliminary, and are subject to change to reflect any necessary corrections or adjustments, or changes in accounting estimates, that are identified prior to the time the Company finalizes its financial statements for the quarter ended March 31, 2010. The Company’s actual results of operation may differ significantly from the estimates contained herein.

 

Forward Looking Statements

 

Some of the statements in this Form 12b-25 Filing, including those that contain the words “expect,” anticipate,” “believes,” and “estimates,” and other similar expressions, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements or those of its industry to be materially different from any future results, performance or achievements expressed or implied by those forward-looking statements. Among the factors that could cause actual results, performance or achievement to differ materially from those described or implied in the forward-looking statements, include but are not limited to the risks that additional or new information may arise during the Company's completion of its review of the first quarter of 2010 for which causes the Company  to revise or change the estimates contained in this Form 12b-25 Filing or any other subsequent information which impacts the estimated results reported in this Form 12b-25 Filing, including the review of the Company's financial statements by the Company's independent auditors or Audit Committee, any errors or mistakes that were made in preparing any of the Company's financial statements or any other events that would require the Company to make adjustments to its financial statements for quarters ended March 31, 2010 and March 31, 2009 or any prior periods

 

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.

 

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).