As filed with the Securities and Exchange Commission on January 31, 2005 Registration No. 333-59108 ---------------------------------------------------------------- U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING INTERNATIONAL FINANCIAL GROUP, INC. ----------------------------------- Cayman Islands 6199-7 NONE G48511 - -------------- ------ ---- ------ (State or other (Primary Standard (I.R.S. Employer CUSIP Number jurisdiction of Industrial Identification incorporation or Classification Number) organization) Number) SUITE 4, TEMPLE BUILDING, MAIN & PRINCE WILLIAM STS. CHARLESTOWN, NEVIS WEST INDIES Tel 869.469.7040/41 Fax 869.469.7043. (operating office) With copy to: Stepp Law Group 1301 Dove Street, Suite 460 Newport Beach, California 92660 Tel: (949)660-9700 Fax:(949)660-9010 (Agent for Service) (Check one): [_] Form 10-K [X] Form 20-F [_] Form 10-Q [_] Form N-SAR For Period Ended: July 31, 2004 [_] Transition Report on Form 10-K [X] 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: July 31, 2004 PART I -- REGISTRANT INFORMATION - -------------------------------- International Financial Group, Inc. Suite 4, Temple Building Main and Prince William Sts. Charlestown, Nevis, West Indies Telephone: 869.469.7040/41 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 reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form NSAR, or portion [X] thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of 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 - --------------------- The Registrant's recent activities have delayed the preparation and review of the report. PART IV -- OTHER INFORMATION - ---------------------------- The name and telephone number of person to contact in regard to this notification is Daniel MacMullin, telephone: 869.469.7040/41 To date we have not had any other periodic reports to file as 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). We do not anticipate 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. International Financial Group, Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date January 30, 2005 By /s/ Daniel MacMullin ---------------- --------------------------------------------- Daniel MacMullin, Director, President and CEO