U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: ---29545 CUSIP Number: NA
(Check One)[X]Form 10-K [ ]Form 20-F[ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
[ ] Form N-CSR
For Period Ended: December 31, 2004
[ ] 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: not applicable
_______________________________________________________________________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
______________________________________________________________________________
If the notification relates to a portion of the filing checked above, identify
Item(s) to which the notification relates: Not Applicable
_______________________________________________________________________________
PART I -- REGISTRANT INFORMATION
_______________________________________________________________________________
In Full Affect, Inc.
_______________________________________________________________________________
Full name of Registrant
_______________________________________________________________________________
Former Name if Applicable
2920 N. Swan Road, Suite 207
________________________________________________________________________________
Address of Principal Executive Office (Street and Number):
Tucson, AZ 85712
________________________________________________________________________________
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, 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, Form 11-K, Form N-SAR or Form N-CSR, 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, N-CSR, or the transition report or portion thereof could not be filed
within the prescribed period.
Certain information required as a result of the Registrant's reorganization
completed during 2004 could not be obtained in the format required to present
accurate information in a timely fashion, necessitating the delay in filing.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Robert Hipple 407 810-6125
(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? If 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?
[ ] 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.
In Full Affect, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 2005 By: /s/ Dan Hodges
---------------------
Dan Hodges
Chief Executive 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).