UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTION, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File No. 000-50159
(check one) | X | Form 10-K | | Form 20-F | | Form 11-K
| | Form 10-Q | | Form N-SAR
For the period ended: December 31, 2005
| | 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 N-SAR
For the transition period ended:
Read attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification related to a portion of the filing checked above, identify
the item(s) to which notification relates:
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Part I - Registrant Information
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Full name of Registrant: IMEDIA INTERNATIONAL, INC.
Former name if Applicable: n/a
Address of Principal Executive Office
(Street and Number): 1721 Twenty First Street
City, State and Zip Code: Santa Monica, California 90404
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Part II - Rule 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 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report of
Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, 10-QSB, 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.
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Part III - Narrative
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State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-QSB, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period.
The Company has incurred a delay in assembling the information required to be
included in its Annual Report on Form 10-KSB for the period ended December 31,
2005 (the "Annual Report"). The Company expects to file its Annual Report with
the U.S. Securities and Exchange Commission within the allotted extension
period.
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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:
Anthony J. Fidaleo (310) 453-4499
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 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 report(s) been filed?
| X | Yes | | No
If the answer is no, identify report(s)
(3) Is it 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?
| | Yes | X | 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.
IMEDIA INTERNATIONAL, 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.
/s/ Anthony J. Fidaleo
Date: March 30, 2006 By: __________________________________
Anthony J. Fidaleo
Chief Financial Officer
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
Violations (See 18 U.S.C. 1001).