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SEC FILE NUMBER |
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CUSIP NUMBER |
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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 þ 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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March 31, 2009 |
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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
Luminent Mortgage
Capital, Inc.
Full Name of Registrant
Former Name if
Applicable
1442 Market Street,
Suite 200
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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(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 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.
On September 5, 2008,
we together with certain of our subsidiaries, filed a voluntary petition for
relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court
for the District of Maryland (Case No. 08-21389). We are currently considering
various strategic alternatives available to facilitate our restructuring and are
operating with a reduced accounting and finance staff. Because of the
significant efforts required by the remaining accounting and finance staff to
prepare such analysis and documentation related to analyzing those potential
alternatives, preparing required periodic reports to the Court, and considering
the potential impact of the various options to our financial condition and our
ability to continue as a going concern, we are not able to file our Form 10-Q
for the period ended March 31, 2009 within the prescribed time period.
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SEC 1344 (05-06) |
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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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Zachary
Pashel |
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303 |
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993-7130 |
(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 o No þ |
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Form 10-Q for the
period ended June 30, 2008, Form 10-Q for the period ended September 30, 2008,
Form 10-K for the period ended December 31, 2008
(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 þ 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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Our Form 10-Q for the year
ended March 31, 2009 will report a significant change from our report
as of March 31, 2008 due to our sales and transfers of assets to repay debt
since March 31, 2008. Since March 31, 2008 we have sold securities and
transferred securities to repurchase agreement lenders to repay short-term debt
and we entered into several term-note agreements for balances due on repurchase
agreement debt. Subsequent to entering into those term-note agreements, our
remaining repurchase agreement lender declared an event of default to have
occurred on our repurchase agreement with them due to our inability to deliver
additional securities or cash necessary to fulfill our obligations under the
terms of the agreement. As a result of the event of default, the repurchase
agreement lender took possession of all remaining mortgage-backed securities of
value, including securities that were retained from our whole loan
securitizations. These transfers of securities resulted in the derecognition of
all of our remaining mortgage-backed securities from our balance sheet and the
deconsolidation of all of our securitization trusts because we no longer have
the rights to receive principal and interest cash payments from these
securities. As of the date our repurchase agreement lender took possession of
our remaining securities, our operations effectively ceased while we consider
strategic alternatives. In addition, due to our adoption of the Statement of
Financial Accounting Standards No. 159, Fair Value Option, as of January 1,
2008, all gains and losses in the fair value of our investment assets and
financing liabilities are now recognized in our statement of operations. We are
unable to provide a reasonable estimate of the changes from the prior year
report until the preparation of the key elements of the financial statements is
completed.
Luminent
Mortgage Capital, 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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May 20, 2009 |
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By |
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/s/ Zachary Pashel |
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