UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 333-42936
NOTIFICATION OF LATE FILING
(Check One): xForm 10-KSB oForm 11-K oForm 20-F oForm 10-QSB oForm N-SAR
For Period Ended: December 31, 2005
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 ATTACHED INSTRUCTION SHEET 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
DND TECHNOLOGIES, INC.
Full name of registrant
_______________________
Former name if applicable
375 E. Elliot Rd., Bldg. 6
Address of principal executive office (Street and Number)
Chandler, Arizona 85225
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 reasons 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, 20-F, 11-K, or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 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 Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)
The Registrant's Annual Report on Form 10-KSB for the period ended December 31, 2005 (the "Annual Report") could not be filed within the prescribed time period as the Registrant's management is negotiating a resolution of certain issues with a major supplier. The Registrant would like to resolve these negotiations prior to filing the Annual Report to provide more meaningful disclosure to the public.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| | Dennis Key | (480) | 892-7020 | |
| | (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 the 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.
We anticipate reporting a net loss of approximately $1.9 million for 2005 as compared to net income of $1.2 million for 2004. We will also be disclosing that we are in default of the majority of our term debt and our independent registered public accounting firm will be issuing an opinion that there is substantial doubt regarding our ability to continue as a going concern.
DND TECHNOLOGIES, INC.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
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| Date: March 30, 2006 | By: | /s/ Dennis Key |
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Dennis Key |
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