U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 000-30294
CUSIP Number: 25250M 10 5
DIALOG GROUP, INC.
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(Name of Small Business Issuer in its Charter)
Twelfth Floor, 257 Park Avenue South
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(Address of Principal Executive Offices)
New York, New York 10010
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(City, State and Zip Code)
212.254.1917
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(Registrant's Telephone Number)
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|_| Form 10-K; |_| Form 10-KSB; |_| Form 20-F; |_| Form 11-K
|_| Form 10-Q and |X| Form 10-QSB
For Period Ended: March 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
|_| Money Market Fund Rule 30b3-1 Filing
For the Transition Period Ended: N/A
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
the Items(s) to which the notification relates: All.
Part I Registrant Information
The Registrant is Dialog Group, Inc. (the "Company"). It has an address at
Twelfth Floor, 257 Park Avenue South, New York, New York 10010.
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)
|X| (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 or 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
Part I, Item 1 (Financial Statements and Exhibits) of the Company's Form 10-QSB
for the three months ended March 31, 2005 could not be filed within the
prescribed period because the recent changes in procedures require extensive
changes in the notes to the financial statements. This problem could not have
been eliminated by the registrant without unreasonable effort or expense. As a
result, Part I, Item 2 (Management Discussion & Analysis) could not be
completed.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Mark Alan Siegel 561.988.6835
(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 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 to be included in the subject report or portion thereof? |X| Yes |_| No
If so, attach an explanation of the anticipated change, both normatively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Company's consolidated loss from Operations for the quarter decreased
from $(385,400) in 2004 to approximately $(292,000) for 2005. The positive
results can be attributed to lower Cost of Revenue resulting from higher margin
businesses making up a greater percentage of Total Sales in the first quarter of
2004 than for the comparable period in 2004. A reduction of Operating Expenses
also contributed to the improved results. Net consolidated Loss for 2004 was
approximately $(310,300) including other income of $93,700 that arose primarily
from the review of accrued expenses and adjustment to current estimates. In
2005, the Net Consolidated Loss was approximately $(331,800) which includes a
gain of approximately $3,800 from forgiveness offset by an increase in interest
expense of approximately $25,000 from increased level of loans and notes.
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this notification on Form 12b-25 to be signed in its
behalf by the undersigned thereunto duly authorized on the 13th day of May 2005.
DIALOG GROUP, INC.
By: /s/ Peter V. DeCrescenzo
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Peter V. DeCrescenzo,
President & CEO