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]
     [ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form -SAR

                       For the Period Ended: June 30, 2004

                       [ ] 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 _____________________
- -------------------------------------------------------------------------------
             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:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
- --------------------------------------------------------------------------------
Full Name of Registrant
                             International Thoroughbred Breeders, Inc.
- --------------------------------------------------------------------------------
Former Name If Applicable

- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

                              211 Benigno Boulevard, Suite 210
- --------------------------------------------------------------------------------
City, State and Zip Code

                              Bellmawr, NJ 08031
- --------------------------------------------------------------------------------

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 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
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
PART IV - OTHER INFORMATION
- --------------------------------------------------------------------------------

     [1]  Name and  telephone  number  of person  to  contact  in regard to this
          notification

           Francis W. Murray         856             931-8163
         --------------------  ---------------   ----------------
              [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.
- --------------------------------------------------------------------------------
                    International Thoroughbred Breeders, Inc.
- --------------------------------------------------------------------------------

                  [Name of Registrant as Specified in Charter]

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date   September 29, 2004                  By/s/Francis W. Murray
                                                -----------------
                                                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-K for Period Ended June 30, 2004


Part III - Narrative

     The  Registrant  is unable to  complete  the  preparation  of the Form 10-K
report on a timely basis due to interruptions at our operating  location in Palm
Beach  Florida  caused by four  major  hurricanes  hitting  the State of Florida
between the period August 13th to September 26, 2004.

Part IV -  Other Information

     (3) For the Fiscal year ended June 30,  2004,  the  Registrant  anticipates
reporting a loss, subject to audit, in the range of ($6,500,000) to ($7,000,000)
or Net (Loss) per share of between  ($0.85) and ($0.90) per share as compared to
Net Income reported in Fiscal 2003 of $5,233,826 or $0.54 per share. The Company
anticipates  reporting an Impairment  Loss of  ($10,000,000)  on a new note, The
Second Cherry Hill Note, taken in exchange,  together with cash, for the sale of
its note receivable held in the original amount of $23,000,000. Such transaction
was  reported  in the  Company's  Form 8-K filed  with the SEC on July 6,  2004.
Revenues  for the fiscal year ended June 30,  2004  increased  approximately  5%
however,  total expenses before the impairment loss increased  approximately 13%
due primarily to an increase in interest  expense,  primarily in connection with
interest  paid on a note for the purchase of the ship  mortgage and the purchase
of treasury  stock by the Company from the Chapter 11 Trustee of the  Bankruptcy
Estate of Robert E. Brennan.  There were also increased costs of gaming and fare
expenses aboard the boat due to higher  passenger  counts and an increase in the
costs of operating the vessel.  Corporate  development costs and amortization of
leasehold  improvements  also increased  substantially  reflecting the Company's
increase  in  its  search  for  other  business   opportunities  and  additional
improvements made to our shore facilities and aboard the ship.