UNITED STATES -------------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 -------------------------
OMB Number: 3235-0058
FORM 12b-25
NOTIFICATION OF LATE FILING Expires: March 31, 2006
Estimated average burden
hours per response..2.50
-------------------------
SEC FILE NUMBER
0-50119
-------------------------
CUSIP NUMBER
-------------------------
(Check One) [_] Form 10-K [_] Form 20-F [_] Form 11-K [X] Form 10-Q [_] Form
10-D [_] Form N-SAR [_] Form N-CSR
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
[_] Transition Report on Form N-SAR
For the Transition Period Ended:
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
IMAGE INNOVATIONS HOLDINGS INC.
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
432 PARK AVENUE SOUTH
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
NEW YORK, NY 10022
- --------------------------------------------------------------------------------
City, State and Zip Code
PART II - RULE 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, Form 11-K, Form N-SAR or Form N-CSR, or
| portion thereof, will be filed on or before the 15th calendar day
| following the prescribed due date; or the subject quarterly report
| or transition report on Form 10-Q or subject distribution report on
| Form 10-D, 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 the Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
The Registrant is unable to file its Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2005 by the prescribed filing deadline without
unreasonable effort or expense. The principal cause of the delay is attributable
to the Registrant's present limited personnel, which has resulted in the
inability of management to fully review the Registrant's financial information
and timely prepare the management discussion and analysis required by Form
10-QSB. Management has devoted, and continues to devote, significant time,
effort and expense in connection with the preparation of the Registrant's Form
10-QSB for the quarter ended March 31, 2005 and expects that the report will be
filed by May 23, 2005.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Derick Sinclair (518) 589-0226
-------------------------------- ----------- -------------------------
(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 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
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.
The Registrant anticipates that a significant change in its results of
operations from the quarter ended March 31, 2004 will be reflected in the
consolidated statements of operations to be included in its Form 10-QSB
for the period ended March 31, 2005. Specifically, revenue for the period
ended March 31, 2004 was $180,968 as compared with revenue for the period
ended March 31, 2005, which is anticipated to be approximately $464,502.
This increase in revenue is principally the result of the expansion of the
Registrant's business operations. The Registrant formed its Image
Innovations Sports & Entertainment Inc. subsidiary in January 2004 but did
not begin operations until early March 2004 following that division's
asset acquisition in March 2004 of MDK Sports & Entertainment Inc.'s
celebrity memorabilia inventory. Although the Registrant's gross profit
improved, the Registrant's overhead also increased such that the net loss
for the quarter ended March 31, 2005 is anticipated to be approximately
$579,000.
- --------------------------------------------------------------------------------
IMAGE INNOVATIONS HOLDINGS INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 16, 2005 By: /s/ Derick Sinclair
------------------------
Derick Sinclair
Chief Financial Officer