UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SEC FILE NUMBER 000-30011
---------
FORM 12B-25
CUSIP NUMBER 87260F
------
NOTIFICATION OF LATE FILING
(Check one): X Form 10-KSB Form 10-F Form 10-QSB Form N-SAR
---- ---- ---- ----
For Period Ended: DECEMBER 31, 2003
___ 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 Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT
THE COMMISSION HAS VERIFIED ANY INFORMATION 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
Total Identity Corp.
________________________________________________________________________________
Full Name of Registrant
________________________________________________________________________________
Former Name if Applicable
2340 Brighton-Henrietta Town Line Road
________________________________________________________________________________
Address of Principal Executive Office (Street and Number)
Rochester, New York 14623
________________________________________________________________________________
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 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 N-SAR, or portion thereof,
|X| | 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 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.
REGISTRANT NEEDS MORE TIME TO COMPLETE ITS YEAR END FINANCIAL STATEMENTS AND
REVIEW BY AUDITORS.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Matthew P. Dwyer 585 427-9050
________________ _________ ________________
(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).
Yes _X_ 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. See Rider A.
Total Identity Corp.
__________________________________________
(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, 2004 By /s/ Matthew P. Dwyer
----------------- --------------------------------
Matthew P. Dwyer, Vice President
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 e 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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17CFT 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 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 amended notification.
5. Electronic Filers: This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit reports within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss.232.13(b) of this chapter).
Rider A
Preliminary (prior to auditor's review) results of operations for the three and
nine months ended September 30, 2003 reflect net losses of approximately
$120,000 and $3.88 million, respectively. Results of operations for the
corresponding period in 2002 reflected losses of approximately $21,000 and
$60,000, respectively. The results of operations for the 2002 periods did not
include sales from operations. Results for the nine months ended September 30,
2003 include non-operating expenses attributable to conversion of indebtedness
at less than fair market value and charges associated with other equity
transactions.