U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
NOTIFICATION OF LATE FILING
FORM 12b-25
Sec. File Number 0-9624 Cusip Number 460491 80 6
[Check One]
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10-Q [ ] Form -SAR
For the Period Ended: March 31, 2004
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form -SAR
For the Transition Period Ended _____________________
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Read Instructions (on back page) Before Preparing Form.
Please Print or Type
Nothing in this form shall be constructed 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:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant International Thoroughbred Breeders, Inc.
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Former Name If Applicable
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Address of Principal Executive Office (Street and Number)
1105 N. Market St., Suite 1300
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City, State and Zip Code Wilmington, DE 19899
PART II - RULES 12b-25[b] and [c]
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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 12-b-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
expenses;
[X] [b] The subject annual report, semi-annual report, transition report
on From 10-K, Form 2-F, Form 11-K, Form -SAR, 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 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
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State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-k, 10-Q
or -SAR or the transition report or portion thereof, could not be filed within
the prescribed time period. {Attach Extra Sheet if Needed} SEE ATTACHED
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PART IV - OTHER INFORMATION
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[1] Name and telephone number of person to contact in regard to this
notification
Francis W. Murray 302 427-7599
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[Name] [Area Code] [Telephone No.]
[2] Have all other periodic reports required under Section 13 or 15[d] of
the Securities and Exchange Act of 1934 or Section 10 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
reports] been filed? If answer is no, identify report [s].
[ X ] Yes [ ] No
[3] It is 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 [ ] 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.
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International Thoroughbred Breeders, Inc.
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[Name of Registrant as Specified in Charter]
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 17,2004 By/s/ Francis W. Murray
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President and CEO
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 Violation [See 18 U.S.C. 1001]
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 [17CFR 240.12b-25] of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. 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 the public record in the
Commission files.
3. 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.
4. 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 amendment notification.
International Thoroughbred Breeders, Inc.
Form 12b-25
Form 10-Q for Period Ended March 31, 2004
Part III - Narrative
As reported in the January 6, 2003 filing on Form 8-K, on January 3, 2003
the Company's subsidiary, ITG-Vegas, Inc. filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Court for the Southern District
of Florida, Palm Beach Division in re: ITG- Vegas, Inc., Case No. 03-30038
(BKC-PGH), January 3, 2003.
The Registrant is unable to complete the preparation of the Form 10-Q
report on a timely basis due to the additional work required and preparation of
various additional accounting reports as a result of the bankruptcy filing.
Part IV - Other Information
For the three months ending March 31, 2004 the Registrant anticipates
reporting income of approximately $1,750,000 or $.23 per share on 7,802,134
weighted average Common Shares outstanding and $.17 per diluted share on
10,610,905 weighted averaged diluted common shares outstanding as compared to a
net income of $1,878,471 or $.23 per share on 8,252,133 weighted average basic
and diluted common shares outstanding.
For the nine months ending March 31, 2004 the Registrant anticipates
reporting income of approximately $2,890,000 or $.36 per share on 7,977,224
weighted average Common Shares outstanding and $.27 per diluted share on
10,554,629 as compared to a net income of $2,884,947 or $.28 per share on
10,207,869 weighted average basic and diluted Common Shares outstanding.
On December 13, 2002 and on October 15, 2003 the Company purchased an
accumulative 3,678,145 shares from the Bankruptcy Estate of Robert E. Brennan.
The weighted average number of shares on which the basic earnings per share is
calculated has decreased for the three and nine months ended March 31, 2004 due
to this purchase. The weighted average number of shares on which the diluted
earning per share is calculated for the three and nine months ended March 31,
2004 has increased due to the inclusion of outstanding and authorized but not
issued options to purchase Common Shares used in the diluted per share
computation because the exercise price of certain options was below the average
market price of the stock during the period.