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: June 30, 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 _____________________ - -------------------------------------------------------------------------------- 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) 1105 N. Market St., Suite 1300 - -------------------------------------------------------------------------------- City, State and Zip Code Wilmington, DE 19899 - -------------------------------------------------------------------------------- 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 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. - -------------------------------------------------------------------------------- International Thoroughbred Breeders, Inc. - -------------------------------------------------------------------------------- has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date August 14,2006 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 June 30,2006 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. Additionally, several administrative and accounting personnel who performed services for the Big Easy and Palm Beach Princess have resigned causing delays in the company's normal reporting process. Part IV - Other Information For the Three Months Ending June30, 2006: The Registrant anticipates reporting a Net (Loss) in the range of $(4,600,000) to $(4,900,000) for the three months ending June 30, 2006 as compared to a Net (Loss) of $(3,779,430) for the comparative three month period of 2005. The increase in the Net (Loss) was primarily caused by the continuing carrying costs of the Big Easy after taking the vessel out of service and an increase in the Interest expense on the approximately $34 million of debt due to our primary lender. For the Six Months Ending June 30, 2006: The Registrant anticipates reporting a Net (Loss) in the range of $(8,300,000) to $(8,600,000) for the six months ending June 30, 2006 as compared to a Net (Loss) of $(3,325,314) for the comparative six month period of 2005. The Net (Loss) was primarily caused by 1) a decrease in revenues of the Palm Beach Princess of approximately $1.1 million or 6%, resulting in a decrease in Income before interest and taxes of approximately $400,000, or 8%, as compared to last year; 2) the continuing carrying costs of the Big Easy after taking the vessel out of service ; and 3) Interest expense on the approximately $34 million of debt due to our primary lender. During the six months ended June 30, 2005 the Palm Beach Princess operation included 27 weeks of operations as compared to 26 weeks of operations for the six months ended June 30, 2006.