SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25/A
NOTIFICATION OF LATE FILING
SEC File Number 0-22055
CUSIP Number 87305 U102
| (Check one) : | x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR |
| | For Period Ended: December 31, 2010 |
| | |
| | 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: ______________________________ |
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
IDO Security Inc.
Full Name of Registrant
17 State Street
Address of Principal Executive Office
New York, NY 10004
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)
| x | (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 Forms 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, 10-QSB, 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 reason why Forms 10-K, 20-F, 11-K, 10-QSB, 10-D, N-SAR, N-CSR or the transition report portion thereof could not be filed within the prescribed time period.
The registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 could not be filed by the prescribed due date of March 31, 2011 because registrant had not yet finalized its treatment and disclosure of certain material events that occurred during the fourth quarter and fiscal year 2010. As a result, the audit of registrant’s 2010 financial statements is ongoing. Accordingly, the registrant is unable to file such report within the prescribed time period without unreasonable effort or expense. The registrant anticipates that the subject annual report will be filed on or before April 15, 2011.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification.
Michael Goldberg, Acting Chief Executive Officer (212) 214-1234
(2) Have all other periodic reports required under Section 13 or 15(d) or 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). Yes x No o
(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?
Yes x No o
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reason why a reasonable estimate of the results cannot be made.
EXPLANATORY NOTE
On March 31, 2010, an incorrect Form 12b-25 was inadvertently filed. The filing being made herewith is the correct filing and supersedes and replaces the incorrect filing in all respects. The incorrect filing refers to the response furnished to this question in this PART IV. Below is the correct response.
For the year ended December 31, 2009, the registrant had revenues of $82,721 and a net loss of $7,258,600. For the year ended December 31, 2010, the registrant currently estimates that it had revenues of approximately $61,400 and a net loss of approximately $7.8 million. Results for the 2010 fiscal year remain subject to further adjustment.
The net loss for the 2010 period is primarily attributable to the following: (i) selling, general and administrative expenses incurred relating to building the business, (ii) interest expenses incurred on debt (iii) amortization of debt discount, beneficial conversion feature and finance costs relating to the issuances of debt instruments and (iv) impairment of goodwill in the approximate amount of $740,000.
This Notification of Late Filing on Form 12b-25 contains forward-looking statements, including forward-looking statements relating to the Registrant's financial results for the year ended December 31, 2010. These statements are based on management's current expectations and involve a number of risks and uncertainties, including risks described in our filings with the Securities and Exchange Commission. The Registrant's actual results may differ materially from the Registrant's anticipated or expected results and the results in the forward-looking statements.
IDO Security 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: April 4, 2011 | By: | /s/ Michael Goldberg | |
| | Michael Goldberg | |
| | Acting Chief Executive Officer | |
