UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 333-07953
CUSIP NUMBER _________
(Check One): [_] Form 10-K [_] Form 20-F [X] Form 10-Q [_] Form N-SAR
For Period Ended: March 31, 2006
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[_] 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: ____________
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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 CONTAINED HEREIN.
________________________________________________________________________________
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Dynamic Leisure Corporation
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Full Name of Registrant
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Former Name if Applicable
2203 North Lois Avenue, Suite 900
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Address of Principle Executive Office (Street and Number)
Tampa, Florida 33607
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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, will
[X] 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 has been unable to complete its Quarterly Report on Form 10-QSB for
the quarter ended March 31, 2006, within the prescribed time because of delays
in completing the preparation of its financial statements and its management
discussion and analysis. Such delays are primarily due to the focus of
Registrant's management on the business of the Registrant and on two recent
business acquisitions. On February 8, 2006, Registrant acquired Changes in
L'Attitudes, Inc., and on March 6, 2006, Registrant acquired Island Resort
Tours, Inc. and International Travel and Resorts, Inc. Both acquisitions
involved the issuance of common stock and convertible securities. Also between
January 1, 2006 and March 24, 2006, Registrant issued common stock to holders of
Registrant's then outstanding convertible promissory notes and warrants and to
new investors. In addition, as required by contract, Registrant filed a
post-effective amendment to an SB-2 registration statement and filed a new
registration statement on form SB-2. These acquisitions, offerings and filings
have taken a significant amount of management's time away from the preparation
of the Form 10-QSB and delayed the preparation of the financial statements for
the quarter ended March 31, 2006, in particular as the financial statements of
the second acquisition are not yet complete. Therefore, Registrant requires
additional time in order to prepare and file its Form 10-QSB. Registrant intends
to file its Form 10-QSB on or before May 22, 2006.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Daniel G. Brandano 813 877-6300
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(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?
[_] 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.
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Dynamic Leisure Corporation.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 16, 2006 By /s/ Daniel G. Brandano
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Daniel G. Brandano
President
INSTRUCTION: The form may be signed by an executive officer or the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be 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.