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.
------------------
(Name of Small Business Issuer in its Charter)
Twelfth Floor, 257 Park Avenue South
- ----------------------------------------
(Address of Principal Executive Offices)
New York, New York 10010
- ----------------------------------------
(City, State and Zip Code)
212.254.1917
- ----------------------------------------
(Registrant's Telephone Number)
|_| Form 10-K; |X| Form 10-KSB; |_| Form 20-F; |_| Form 11-K
|_| Form 10-Q and |_| Form 10-QSB
For Period Ended: December 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: Part II, Item 6 (Management
Discussion and Analysis) and Part II, Item 7 (Financial Statements).
Part I. Registrant Information.
The Registrant is Dialog Group, Inc. (the "Company") and 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 II, Item 7 (Financial Statements) of the Company's Form 10-KSB for the year
ended December 31, 2005 could not be filed within the prescribed period because
the difficult accounting challenges arising from the purchase and sale of
AdValiant and the resulting reorganization of the Company's divisions, left the
Company unable to complete the audit of all required financial information. This
problem could not have been eliminated by the registrant without unreasonable
effort or expense. As a result, Part II, Item 6 (Management Discussion &
Analysis) could not be completed at all because of the lack of reliable
information on which to base the required narrative and discussion.
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
1
(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 revenue decreased during the last year to $6,700,000
from approximately $7,900,000 in 2004. The Company's consolidated net loss for
the year was increased to about $(1,919,000) from about $(1,286,000) during the
year ended December 31, 2004.
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 31st day of March
2006.
DIALOG GROUP, INC.
By: /s/ Peter V. DeCrescenzo
------------------------
Peter V. DeCrescenzo,
President & CEO
2