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, 2006

                       [ ] 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
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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

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

Date   May 15, 2006          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 10Q for Period Ended March 31, 2006


Part III - Narrative

     On February 1, 2006 the  Company  removed the Big Easy vessel from  service
and the Registrant is unable to complete the preparation of the Form 10-Q report
on a timely basis due to additional and unusual  operational and  administrative
work loads as a result of the removal of the vessel M/V Big Easy from service.

Part IV - Other Information

     The  Registrant  anticipates  reporting  a  Net  (Loss)  in  the  range  of
$(2,600,000)  to  $(2,800,000)  for the three  months  ending  March 31, 2006 as
compared to a Net Income of $649,117 for the  comparative  three month period of
2005.

     The Net (Loss) was  primarily  caused by 1) the  operating  loss of the Big
Easy during the month of January 2005 and the  continuing  carrying  costs after
taking the vessel out of service ; 2) a decrease  in  revenues of the Palm Beach
Princess of approximately  $1 million or 10%,  resulting in a decrease in Income
before taxes of approximately $775,000, or 28%, as compared to last year; and 3)
Interest  expense on the  approximately  $30  million of debt due to our primary
lender.

     During the quarter ended March 31, 2005 the Palm Beach  Princess  operation
included 14 weeks of operations  as compared to 13 weeks of  operations  for the
three months ended March 31, 2006.