UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number 000-27267
(Check One)
[X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: December 31, 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 N-SAR
For the Transition Period Ended: ________________________
______________________________________________________________________________
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|Read Instruction (on back page) Before Preparing Form. Please Print or Type.|
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| Nothing in this form shall be construed to imply that the Commission has |
| verified any information contained herein. |
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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
I/OMAGIC CORPORATION
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Full Name of Registrant
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Former Name if Applicable
4 MARCONI
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Address of Principal Executive Office (Street and Number)
IRVINE, CALIFORNIA 92618
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City, State and Zip Code
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 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable 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 on
Form 10-K, Form 20-F, 11-K, Form N-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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant is unable to file the subject report in a timely manner because
the Registrant is working to finalize certain restatements of its prior
financial statements for the years 2001, 2002, 2003, and the first nine months
of 2004, and the Registrant's independent registered public accounting firm has
not yet completed all procedures required for its audit of the Registrant's
financial statements for the year ended December 31, 2004. Based upon the
Registrant's analysis of its revenue recognition accounting policies and
methodologies, the Registrant has decided to correct certain errors relating to
its prior accounting for sales incentives and product returns. The Registrant's
correction of these errors will be reflected in its Form 10-K for the year ended
December 31, 2004.
The Registrant's correction of these errors will include the Registrant's
restatement of its income statements for the years 2002 and 2003 and its
retained earnings resulting from errors occurring prior to January 2002, as well
as its quarterly data for these periods and for the first nine months of 2004,
which quarterly data will be included in a Note to its financial statements in
its Form 10-K for the year ended December 31, 2004. In addition, the Registrant
will provide prominent disclosure of the reasons for the restatements, including
the current application of the Registrant's policies and methodologies of
accounting for sales incentives and product returns. The Registrant will also
quantify the changes, for each period presented, resulting from the
restatements. In addition, the Registrant anticipates that its independent
registered public accounting firm will provide an explanatory footnote in its
audit report to further highlight the correction of these errors.
The Registrant is also working to incorporate into its Form 10-K for the year
ended December 31, 2004 disclosures responsive to comments received from the
Staff of the Securities and Exchange Commission regarding the Registrant's
pending Registration Statement on Form S-1.
The Registrant anticipates filing with the Securities and Exchange Commission
its Form 10-K for the year ended December 31, 2004 no later than the fifteenth
calendar day following the prescribed due date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
STEVE GILLINGS (949) 707-4800
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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 reports) been filed? If the
answer is no, identify report(s).
[X]Yes [ ]No
(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?
[X]Yes [ ]No
The Registrant's net sales for the year ended December 31, 2004 will be
significantly lower than its net sales of $62.2 million reported for the year
ended December 31, 2003, due to: (i) the Registrant's transition from the sale
of its single-layer DVD recordable drives to both double-layer DVD recordable
drives and USB portable storage devices; and (ii) the reduction in net sales to
two large customers that were partially offset by increased sales to a newer
customer. The Registrant's net loss for the year ended December 31, 2004 will be
significantly greater than its net loss of $265,317 reported for the year ended
December 31, 2003 due to the sales incentives and marketing costs associated
with the transition from the sale of single-layer DVD recordable drives to both
double-layer DVD recordable drives and USB portable storage devices and the
anticipated write-down of the Registrant's trademarks. The Registrant
anticipates a write-down of its Hi-Val and Digital Research Technologies
trademarks due to its marketing of newer products primarily under the I/OMagic
trademark. However, the Registrant is unable, at this time, to quantify with
reasonable accuracy the magnitude of either the significant decline in net sales
or the significant increase in net loss for the year ended December 31, 2004 as
compared to the year ended December 31, 2003.
As noted in Part III above, the Registrant's independent registered public
accounting firm has not yet completed all procedures required for its audit of
the Registrant's financial statements for the year ended December 31, 2004 and
the Registrant is working to finalize certain restatements of its prior
financial statements for the years 2001, 2002, 2003, and the first nine months
of 2004.
I/OMAGIC CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: 4/1/05 By: /s/ Steve Gillings
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Steve Gillings, Chief Financial Officer