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 806
[Check One]
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10-Q [ ] Form -SAR
For the Period Ended: SEPTEMBER 30, 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
Wilmington, DE 19899
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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.
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date November 16, 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 September 30, 2004
Part III - Narrative
The Registrant is unable to complete the preparation of the Form 10-Q
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
The Registrant anticipates reporting a (Loss) from Operations before an
Extraordinary Item in the range of ($1,650,000) to ($1,850,000) for the three
months ending September 30, 2004 as compared to Income from Operations before
Extraordinary Items of $859,060 for the three months ending September 30, 2003.
The decrease in Income from Operations before Extraordinary Items from the three
months ending September 30, 2004 was primarily caused by a decrease in revenues
as a result of several hurricanes hitting the State of Florida during our first
quarter of operations. As a result of the hurricanes and inclement weather we
cancelled 25 cruises during the quarter ending September 30, 2004. Additionally
our interest, equipment lease expense and depreciation expense have increased
over the last year as a result of the "PDS" Transaction we entered into on July
7, 2004 as described in the Company's Form 10-K filed for June 30, 2004.
During the first quarter of Fiscal 2005 we recorded Extraordinary Income of
$3,740,000, net of income tax, from the collection of fees charged to Leo Equity
Group, Inc. and Palm Beach Maritime Corporation (formerly MJQ Corporation) in
connection with the final settlement with the Chapter 11 Trustee for the
Bankruptcy Estate of Robert E. Brennan.
After taking into account the Extraordinary Item the Registrant anticipates
reporting Net Income in the range of $1,900,000 to $2,100,000 or $.18 to $.20
per diluted share for the three months ending September 30, 2004, as compared to
a net income of $859,060 or $.10 per diluted share for the three months ended
September 30, 2003.